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| | OMB APPROVAL |
| | OMB Number: | 3235-0582 |
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| | Expires: | May 31, 2021 |
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| | hours per response | 7.2 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
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| Investment Company Act file number | 811-00082 |
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| CGM TRUST |
| (Exact name of registrant as specified in charter) |
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| One International Place, Boston, MA | 02110 |
| (Address of principal executive offices) | (Zip code) |
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Barry N. Hurwitz, Esq. Morgan, Lewis & Bockius LLP, One Federal St., Boston, MA 02110 |
| (Name and address of agent for service) |
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| Registrant's telephone number, including area code: | 617-737-3225 |
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| Date of fiscal year end: | 12/31 |
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| Date of reporting period: | 7/1/2018 - 6/30/2019 |
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.
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| SEC 2451 (4-03) | PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. |
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| CGM Trust - File No. 811-00082 | | | | | | |
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| CGM Mutual Fund | | | | | | | |
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| Issuer | Ticker | CUSIP | Meeting
Date | Matter
Voted On | Proposed
By Issuer or
Security Holder | Was
Vote
Cast | Actual
Vote | For or
Against
Mgt. |
| Banco Bradesco SA | BBD | 059460303 | 3/11/2019 | 3. Election of fiscal council: 3a. Luiz Carlos de Freitas / Joao Batistela Biazon, 3b. Walter Luis Bernardes Albertoni / Reginaldo Ferreira Alexandre. | Issuer | Yes | For | For |
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| Banco Santander Brasil S.A. | BSBR | 05967A107 | 4/26/2019 | 01. To TAKE the management accounts, examining, discussing and voting the Company's financial statements related to the fiscal year ended on December 31, 2018, together with management report, the balance sheet, other parts of the financial statements, external auditors' opinion and the audit committee report. | Issuer | Yes | For | For |
| | | | | 02. To DECIDE on the destination of the net profit of the fiscal year of 2018 and the distribution of dividends. | Issuer | Yes | For | For |
| | | | | 03. To FIX the number of members that will compose the Board of Directors in the mandate from 2019 to 2021. The controlling shareholders propose that the number of members to be members of the Board of Directors for the 2017 to 2019 term be set at ten members. | Issuer | Yes | For | For |
| | | | | 04a. To ELECT the members of the Company's Board of Directors for a term of office from 2019 to 2021: Alvaro Antonio Cardoso de Souza, Sergio Agapito Lires Rial, Celso Clemente Giacometti, Conrado Engel, Deborah Patricia Wright, Deborah Stern Vieitas, Jose Antonio Alvarez Alvarez, Jose de Paiva Ferreira, Jose Maria Nus Badia, Marilia Artimonte Rocca. | Issuer | Yes | For | For |
| | | | | 04b. If one or more of the candidates that compose the slate fails to integrate it, your votes will continue to be conferred to the slate. | Issuer | Yes | For | For |
| | | | | 05. To FIX the annual overall compensation of the Company's management and members of Audit Committee. | Issuer | Yes | For | For |
| | | | | E1. To AMEND the wording of articles 21 and 24 of the Company's Bylaws, in order to modify the rules for the installation of meetings of the Executive Board, granting mandates and representation of the Company. | Issuer | Yes | For | For |
| | | | | E2. Due to the deliberate in item (i), APPROVE the consolidation of the Company's Bylaws. | Issuer | Yes | For | For |
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| Dollar Tree, Inc. | DLTR | 256746108 | 6/13/2019 | 1. To elect thirteen directors: 1a. Arnold S. Barron, 1b. Gregory M. Bridgeford, 1c. Thomas W. Dickson, 1d. Conrad M. Hall, 1e. Lemuel E. Lewis, 1f. Jeffrey G. Naylore, 1g. Gary M. Philbin, 1h. Bob Sasser, 1i. Thomas A. Saunders III, 1j. Stephanie P. Stahl, 1k. Carrie A. Wheeler, 1l. Thomas E. Whiddon, 1m. Carl P. Zeithami. | Issuer | Yes | For | For |
| | | | | 2. To approve, on an advisory basis, the compensation of the Company's named executive officers. | Issuer | Yes | For | For |
| | | | | 3. To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm. | Issuer | Yes | For | For |
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| General Electric Company | GE | 369604103 | 5/8/2019 | 1. Election of Director: Sebastien Bazin. | Issuer | No | | |
| | | | | 2. Election of Director: H. Lawrence Culp, Jr.. | Issuer | No | | |
| | | | | 3. Election of Director: Francisco D'Souza. | Issuer | No | | |
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| | | | | 4. Election of Director: Edward Garden. | Issuer | No | | |
| | | | | 5. Election of Director: Thomas Horton. | Issuer | No | | |
| | | | | 6. Election of Director: Risa Lavizzo-Mourey. | Issuer | No | | |
| | | | | 7. Election of Director: Catherine Lesjak. | Issuer | No | | |
| | | | | 8. Election of Director: Paula Rosput Reynolds. | Issuer | No | | |
| | | | | 9. Election of Director: Leslie Seidman. | Issuer | No | | |
| | | | | 10. Election of Director: James Tisch. | Issuer | No | | |
| | | | | 11, Advisory approval of Company's named executives' compensation. | Issuer | No | | |
| | | | | 12. Approval of a reduction of minimum number of Directors from 10 to 7. | Issuer | No | | |
| | | | | 13. Ratification of KPMG as independent auditor for 2019. | Issuer | No | | |
| | | | | 14. Stockholder proposal requiring the Chairman of the Board to be independent. | Security Holder | Yes | Against | For |
| | | | | 15. Stockholder proposal to adopt cumulative voting for Director elections. | Security Holder | Yes | Against | For |
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| Huntington Ingalls Industries, Inc. | HLL | 446413106 | 4/30/2019 | 1. Elect eleven directors: 1.01. Phillip M. Bilden, 1.02. Augustus L. Collins, 1.03. Kirkland H. Donald, 1.04. Thomas B. Fargo, 1.05. Victoria D. Harker, 1.06. Anastasia D. Kelly, 1.07. Tracy B. McKibben, 1.08. C. Michael Petters, 1.09. Thomas C. Schievelbein, 1.10. John K. Welch, 1.11. Stephen R. Wilson. | Issuer | No | | |
| | | | | 2. Approve executive compensation on an advisory basis. | Issuer | No | | |
| | | | | 3. Ratify the appointment of Deloitte and Touche LLP as Company's independent auditors for 2019. | Issuer | No | | |
| | | | | 4. Shareholder proposal to permit unlimited number of stockholders to aggregate their ownership of HII common stock to satisfy the ownership requirement under HII's proxy access bylaw. | Security Holder | No | | |
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| Kohl's Corporation | KSS | 500255104 | 5/15/2019 | 1. Elect ten directors: 1a. Steven A. Burd, 1b. Steven A. Burd, 1c. H. Charles Floyd, 1d. Michelle Gass, 1e. Jonas Prising, 1f. John E. Schlifske, 1g. Adrianne Shapira, 1h. Frank V. Sica, 1i. Stephanie A. Streeter, 1j. Stephen E. Watson. | Issuer | Yes | For | For |
| | | | | 2. Ratify the appointment of Ernst & Young LLP as Company's independent registered public accounting firm for the fiscal year ending February 1, 2020. | Issuer | Yes | For | For |
| | | | | 3. Advisory vote on approval of the compensation of named executives. | Issuer | Yes | For | For |
| | | | | 4. Shareholder proposal regarding political disclosure. | Security Holder | Yes | Against | For |
| | | | | 5. Shareholder proposal regarding vendor policy regarding oversight on animal welfare. | Security Holder | Yes | Against | For |
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| Northrop Grumman Corporation | NOC | 666807102 | 5/15/2019 | 1. To elect thirteen directors: 1a. Wesley G. Bush, 1b. Marianne C. Brown, 1c. Donald E. Felsinger, 1d. Ann M. Fudge, 1e. Bruce S. Gordon, 1f. William H. Hernandez, 1g. Madeleine A. Kleiner, 1h. Karl J. Krapek, 1i. Gary Roughead, 1j. Thomas M. Schoewe, 1k. James S. Turley, 1l. Kathy J. Warden, 1m. Mark A. Welsh III. | Issuer | Yes | For | For |
| | | | | 2. Proposal to approve, on an advisory basis, the compensation of the Company's executive officers. | Issuer | Yes | For | For |
| | | | | 3. Proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent auditor for fiscal year ending December 31, 2019. | Issuer | Yes | For | For |
| | | | | 4. Shareholder proposal to provide for a report on management systems and processes for implementing the Company's human rights policy. | Security Holder | Yes | Against | For |
| | | | | 5. Shareholder proposal to provide for an independent chair. | Security Holder | Yes | Against | For |
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| Norwegian Cruise Line Holdings LTD. | NLCH | G66721104 | 6/13/2019 | 1. To elect four directors: 1a. Frank J. Del Rio, 1b. Chad A. Leat, 1c. Steve Martinez, 1d. Pamela Thomas-Graham. | Issuer | No | | |
| | | | | 2. Approval, on a non-binding, advisory basis, of the compensation of named executive officers. | Issuer | No | | |
| | | | | 3. Approval of the amendment and restatement of Company's by-laws to delete obsolete provisions. | Issuer | No | | |
| | | | | 4. Ratification of the appointment of PricewaterhouseCoopers LLP as Company's independent registered public accounting firm for the year ending December 31, 2019 and the determination of PwC's remuneration by Company's audit committee. | Issuer | No | | |
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| PBF Energy Inc. | PBF | 69318G106 | 5/23/2019 | 1. To elect nine directors: 1A. Thomas Nimbley, 1B. Spencer Abraham, 1C. Wayne Budd, 1D. S. Eugene Edwards, 1E. William Hantke, 1F. Edward Kosnik, 1G. Robert Lavinia, 1H. Kimberly Lubel, 1I. George Ogden. | Issuer | No | | |
| | | | | 2. The ratification of the appointment of Deloitte & Touche LLP as the Company's independent auditor for the year ended December 31, 2019. | Issuer | No | | |
| | | | | 3. An advisory vote on the 2018 compensation of the named executive officers. | Issuer | No | | |
| | | | | 4. An advisory vote on the frequency of the advisory vote on executive compensation being 1 year. | Issuer | No | | |
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| Petroleo Brasileiro S.A. | PBR | 71654V408 | 12/11/2018 | 1. Proposal to amend Petrobras' Articles of Incorporation to amend articles 23, 28 and 30, and consequent consolidation of the Articles of Corporation, as proposed by Management filed in electronic addresses of the Brazilian Securities and Exchange Commission (CMV) and the Company. | Issuer | No | | |
| | | | | 2. Proposal for merger of PDET Offshore S.A. by Petrobras to: | Issuer | No | | |
| | | | | 2a. Ratify the contracting of Recall Ledger Consultoria e Desenvolvimento Empresarial Ltda. By Petrobras for the preparation of the Appraisal Report, at book value, of PDET's shareholders' equity, pursuant to paragraph 1 of article 227 of Law 6404, of December 15, 1976. | Issuer | No | | |
| | | | | 2b. To approve the Appraisal Report prepared by Recall Ledger Consultoria e Desenvolvimento Empresarial Ltda. For the appraisal, at book value, of PDET's shareholders' equity. | Issuer | No | | |
| | | | | 2c. To approve, in all its terms and conditions, the Protocol and Justification of the Merger, executed between PDET and Petrobras on October 24, 2018. | Issuer | No | | |
| | | | | 2d. To approve the incorporation of PDET by Petrobras, with its consequent extinction, without increasing the capital stock of Petrobras. | Issuer | No | | |
| | | | | 2e. To authorize Petrobras' Board of Executive Officers to perform all acts required to complete the incorporation and regularization of the situation of the acquired Company and the surviving Company before the competent bodies, as necessary. | Issuer | No | | |
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| Petroleo Brasileiro S.A. | PBR | 71654V408 | 4/25/2019 | 1. To analyze management's accounts, examination, discussion and voting of the Annual Report and the Company's financial statements, accompanied by the report of the independent auditors and the Fiscal council's report, for the fiscal year ended December 31, 2018. | Issuer | No | | |
| | | | | 2. Capital budget proposal for the 2019 fiscal year. | Issuer | No | | |
| | | | | 3. Proposal for the 2018 fiscal year results destination. | Issuer | No | | |
| | | | | 4. Removal of a member of the Board of directors elected by the controlling shareholder. | Issuer | No | | |
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| | | | | 5. Election of the members of the Board of Directors. | Issuer | No | | |
| | | | | 5a. Candidates appointed by the controlling shareholder and candidate appointed by the Company's employees. Roberto da Cunha Castello Branco, Eduardo Bacellar Leal Ferreira, Joao Cox, Nivio Ziviani, Alexandre Vigigal de Oliveira, Danilo Ferreira da Silva. | Issuer | No | | |
| | | | | 5b. If one or more of the candidates that compose the slate fails to integrate it, your votes will continue to be conferred to the slate. | Issuer | No | | |
| | | | | 5c. In case of adoption of the multiple vote process, to distribute your votes in equal percentages by the members of the slate. | Issuer | No | | |
| | | | | 6. Election of Chairman of the Board of Directors: Eduardo Bacellar Leal Ferreira. | Issuer | No | | |
| | | | | 7. Election of the members of the Fiscal council: | Issuer | No | | |
| | | | | 7a1. Candidates appointed by the controlling shareholder: Holder: Marisete Fatima Dadald Pereira, Substitute: Agnes Maria de Aragao da Costa, Holder: Eduardo Cesar Pasa, Substitute: Jairez Eloi de Sousa Paulista, Holder: Jose Franco Medeiros de Morais, Substitute: Gildenora Batista Dantas Milhomem. | Issuer | No | | |
| | | | | 8. Establishment of the compensation of Management, members of the Fiscal council and members of the Statutory Advisory Committee to the Board of Directors. | Issuer | No | | |
| | | | | E1. Proposal to amend Petros' bylaws to amend articles 3, 16, 18, 19, 20, 21, 25, 29, 30, 32, 34, 35, 36, 40, 52, 58 and 63 of the bylaws, and consequent consolidation of the bylaws, as proposed by Management filed in the electronic addresses of the Brazilian Securities and Exchange Commission (CVM) and the Company. | Issuer | No | | |
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| Phillips 66 | PSX | 718546104 | 5/8/2019 | 1. To elect four directors: 1a. Greg C. Garland, 1b. Gary K. Adams, 1c. John E. Lowe, 1d. Denise L. Ramos. | Issuer | No | | |
| | | | | 2. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2019. | Issuer | No | | |
| | | | | 3. Advisory vote to approve executive compensation. | Issuer | No | | |
| | | | | 4. Advisory vote on the frequency of future shareholder advisory votes to approve executive compensation at 1 year. | Issuer | No | | |
| | | | | 5. Shareholder proposal requesting an annual report on plastic pollution. | Security Holder | No | | |
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| PVH Corp | PVH | 693656100 | 6/20/2019 | 1. To elect twelve directors: 1a. Mary Baglivo, 1b. Brent Callinicos, 1c. Emanuel Chirico, 1d. Juan R. Figuereo, 1e. Joseph B. Fuller, 1f. V. James Marino, 1g. G. Penny McIntyre, 1h. Amy McPherson, 1i. Henry Nasella, 1j. Edward R. Rosenfeld, 1k. Craig Rydin, 1l. Judith Amanda Sourry Knox. | Issuer | No | | |
| | | | | 2. Approval of the advisory resolution on executive compensation. | Issuer | No | | |
| | | | | 3. Approval of the amendment to Company's Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholder to approve certain transactions with certain stockholders. | Issuer | No | | |
| | | | | 4. Approval of the amendment to Company's Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholders to amend Company's By-laws. | Issuer | No | | |
| | | | | 5. Ratification of Ernst & Young LLP as auditors for fiscal year 2019. | Issuer | No | | |
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| Tiffany & Co. | TIF | 886547108 | 6/4/2019 | 1. To elect eleven directors: 1a. Alessandro Bogliolo, 1b. Rose Marie Bravo, 1c. Hafize Gaye Erkan, 1d. Roger N. Farah, 1e. Jane Hertzmark Hudis, 1f. Abby F. Kohnstamm, 1g. James E. Little, 1h. William Shutzer, 1i. Robert S. Singer, 1j. Francesco Trapani, 1k. Annie Young-Scrivner. | Issuer | No | | |
| | | | | 2. Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for fiscal 2019. | Issuer | No | | |
| | | | | 3. Approval, on an advisory basis, of the compensation paid to the Company's named executive officers in fiscal 2018. | Issuer | No | | |
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| United Rental, Inc. | URI | 911363109 | 5/8/2019 | 1a. Election of director: Jose B. Alvarez. | Issuer | No | | |
| | | | | 1b. Election of director: Marc A. Bruno. | Issuer | No | | |
| | | | | 1c. Election of director: Matthew J. Flannery. | Issuer | No | | |
| | | | | 1d. Election of director: Bobby J. Griffin. | Issuer | No | | |
| | | | | 1e. Election of director: Kim Harris Jones. | Issuer | No | | |
| | | | | 1f. Election of director: Terri L. Kelly. | Issuer | No | | |
| | | | | 1g. Election of director: Michael J. Kneeland. | Issuer | No | | |
| | | | | 1h. Election of director: Gracia C. Martore. | Issuer | No | | |
| | | | | 1i. Election of director: Jason D. Papastavrou. | Issuer | No | | |
| | | | | 1j. Election of director: Filippo Passerini. | Issuer | No | | |
| | | | | 1k. Election of director: Donald C. Roof. | Issuer | No | | |
| | | | | 1l. Election of director: Shiv Singh. | Issuer | No | | |
| | | | | 2. Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2019. | Issuer | No | | |
| | | | | 3. Advisory approval of executive compensation. | Issuer | No | | |
| | | | | 4. Approval of 2019 Long Term Incentive Plan. | Issuer | No | | |
| | | | | 5. Stockholder proposal on right to act written consent. | Security Holder | No | | |
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| Valero Energy Corporation | VLO | 91913Y100 | 4/30/2019 | 1. To elect ten directors: 1A. H. Paulett Eberhart, 1B. Joseph W. Gorder, 1C. Kimberly S. Greene, 1D. Deborah P. Majoras, 1E. Donald L. Nickles, 1F. Philip J. Pfeiffer, 1G. Robert A. Profusek, 1H. Stephen M. Waters, 1I. Randall J. Weisenburger, 1J. Rayford Wilkins, Jr.. | Issurer | Yes | For | For |
| | | | | 2. Ratify the appointment of KPMG LLP as Valero's independent registered public accounting firm for 2019. | Issuer | Yes | For | For |
| | | | | 3. Approve, by non-binding vote, the 2018 compensation of Company's named executive officers. | Issuer | Yes | For | For |
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| Zebra Technologies Corporation | ZBRA | 989207105 | 5/16/2019 | 1. To elect two directors: 01. Frank B. Modruson, 02. Michael A. Smith | Issuer | No | | |
| | | | | 2. Proposal to approve, by non-binding vote, compensation of named executive officers. | Issuer | No | | |
| | | | | 3. Ratify the appointment of Ernst & Young LLP as Company's independent auditors for 2019. | Issuer | No | | |
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| CGM Trust - File No. 811-00082 | | | | | | |
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| CGM Realty Fund | | | | | | | |
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| Issuer | Ticker | CUSIP | Meeting
Date | Matter
Voted On | Proposed
By Issuer or
Security Holder | Was
Vote
Cast | Actual
Vote | For or
Against
Mgt. |
| Alexandria Real Estate Equities, Inc. | ARE | 015271109 | 5/9/2019 | 1. Election of eight directors: 1.1. Joel S. Marcus, 1.2. Steven R. Hash, 1.3. John L. Atkins, III, 1.4. James P. Cain, 1.5. Maria C. Freire, 1.6. Richard H. Klein, 1.7. James H. Richardson, 1.8. Michael A. Woronoff. | Issuer | Yes | For | For |
| | | | | 2. To cast a non-binding, advisory vote on a resolution to approve the compensation of the Company's named executive officers. | Issuer | Yes | For | For |
| | | | | 3. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2019. | Issuer | Yes | For | For |
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| American Tower Corporation | AMT | 03027X100 | 5/21/2019 | 1. Proposal to elect ten directors: 1.a. Raymond P. Dolan, 1.b. Robert D. Hormats, 1.c. Gustavo Lara Cantu, 1.d. Grace D. Lieblein, 1.e. Craig Macnab, 1.f. JoAnn A. Reed, 1.g. Pamela D.A. Reeve, 1.h. David E. Sharbutt, 1.i. James D. Taiclet, 1.j. Samme L. Thompson. | Issuer | Yes | For | For |
| | | | | 2. To ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2019. | Issuer | Yes | For | For |
| | | | | 3. To approve, on an advisory basis, the Company's executive compensation. | Issuer | Yes | For | For |
| | | | | 4. To adopt a policy requiring an independent Board Chairman. | Security Holder | Yes | Against | For |
| | | | | 5. To require periodic reports on political contributions and expenditures. | Security Holder | Yes | Against | For |
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| Americold Realty Trust | COLD | 03064D108 | 5/22/2019 | 1. Election of six directors: 1A. Fred W. Boehler, 1B. George J. Alburger, Jr., 1C. James R. Heistland, 1D. Michelle M. MacKay, 1E. Mark R. Patterson, 1F. Andrew P. Power. | Issuer | Yes | For | For |
| | | | | 2. Advisory vote on compensation of named executive officers. | Issuer | Yes | For | For |
| | | | | 3. Advisory vote on frequency of Say-On-Pay to 1 year. | Issuer | Yes | For | For |
| | | | | 4. Ratification of Ernst & Young LLP as Company's independent accounting firm for 2019. | Issuer | Yes | For | For |
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| Banco Bradesco SA | BBD | 059460303 | 3/11/2019 | 3. Election of fiscal council: 3a. Luiz Carlos de Freitas / Joao Batistela Biazon, 3b. Walter Luis Bernardes Albertoni / Reginaldo Ferreira Alexandre. | Issuer | Yes | For | For |
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| CBRE Group, Inc. | CBRE | 12504L109 | 5/17/2019 | 1. To elect eleven directors: 1a. Brandon B. Boze, 1b. Beth F. Cobert, 1c. Curtis F. Feeny, 1d. Reginald H. Gilyard, 1e. Shira D. Goodman, 1f. Christopher T. Jenny, 1g. Gerardo I. Lopez, 1h. Robert E. Sulentic, 1i. Laura D. Tyson, 1j. Ray Wirta, 1k. Sanjiv Yajnik. | Issuer | Yes | For | For |
| | | | | 2. Ratify the appointment of KPMG LLP as Company's independent registered public accounting firm for 2019. | Issuer | Yes | For | For |
| | | | | 3. Advisory vote to approve named executive officer compensation for 2018. | Issuer | Yes | For | For |
| | | | | 4. Approve the 2019 Equity Incentive Plan. | Issuer | Yes | For | For |
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| | | | | 5. Stockholder proposal regarding revisions to the Company's proxy access by-law. | Security Holder | Yes | Against | For |
| | | | | 6. Stockholder proposal requesting that the Board of Directors prepare a report on the impact of mandatory arbitration policies. | Security Holder | Yes | Against | For |
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| CoreCivic, Inc. | CXW | 21871N101 | 5/16/2019 | 1. Election of eleven directors: 1a. Donna M. Alvardo, 1b. Robert J. Dennis, 1c. Mark A. Emkes, 1d. Damon T. Hininger, 1e. Stacia A. Hylton, 1f. Harley G. Lappin, 1g. Anne L. Mariucci, 1h. Thurgood Marshall, Jr., 1i. Devin I. Murphy, 1j. Charles L. Overby, 1k. John R. Prann, Jr.. | Issuer | Yes | For | For |
| | | | | 2. Non-binding ratification of the appointment by our Audit Committee of Ernst & Young LLP as Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. | Issuer | Yes | For | For |
| | | | | 3. Advisory vote to approve the compensation of Company's named executive officers. | Issuer | Yes | For | For |
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| Crown Castle International Corp | CCI | 22822V101 | 5/16/2019 | 1. To elect twelve directors: 1a. P. Roberto Bartolo, 1b. Jay A. Brown, 1c. Cindy Christy, 1d. Ari Q. Fitzgerald, 1e. Robert E. Garrison II, 1f. Andrea J. Goldsmith, 1g. Lee W. Hogan, 1h. Edward C. Hutcheson, Jr., 1i. J. Landis Martin, 1j. Robert F. McKenzie, 1k. Anthony J. Melone, 1l. Benjamin Moreland. | Issuer | Yes | For | For |
| | | | | 2. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal year 2019. | Issuer | Yes | For | For |
| | | | | 3. The non-binding, advisory vote to approve the compensation of the Company's named executive officers. | Issuer | Yes | For | For |
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| Cushman & Wakefield PLC | CWK | G2717B108 | 6/6/2019 | 1.1. Election of Class I director: Jonathan Coslet. | Issuer | Yes | For | For |
| | | | | 1.2. Election of Class I director: Qi Chen. | Issuer | Yes | For | For |
| | | | | 1.3. Election of Class I director: Michelle MacKay. | Issuer | Yes | For | For |
| | | | | 2. To ratify the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2019. | Issuer | Yes | For | For |
| | | | | 3. To appoint KPMG LLP as UK statutory auditor to audit the UK statutory annual accounts for the year ending December 31, 2019. | Issuer | Yes | For | For |
| | | | | 4. To authorize the Audit Committee to determine the compensation of the UK statutory auditor. | Issuer | Yes | For | For |
| | | | | 5. To approve on a non-binding, advisory basis, the compensation of the named executive officers. | Issuer | Yes | For | For |
| | | | | 6. To approve on a non-binding, advisory basis, the frequency of future non-binding, advisory votes on the compensation of the named executive officers to one year. | Issuer | Yes | For | For |
| | | | | 7. To approve on a non-binding, advisory basis, the UK director compensation report. | Issuer | Yes | For | For |
| | | | | 8. To approve the director compensation policy. | Issuer | Yes | For | For |
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| The Geo Group, Inc. | GEO | 36162J106 | 5/7/2019 | 1. Election of seven directors: Anne N. Foreman, Richard H. Glanton, Scott M. Kernan, Guido Van Hauwermeiren, Christopher C. Wheeler, Julie Myers Wood, George C. Zoley. | Issuer | Yes | For | For |
| | | | | 2. To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accountants for the 2019 fiscal year. | Issuer | Yes | For | For |
| | | | | 3. To hold an advisory vote to approve named executive officer compensation. | Issuer | Yes | For | For |
| | | | | 4. Shareholder proposal regarding an annual Human rights report. | Security Holder | Yes | Against | For |
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| Jones Lang LaSalle Incorporated | JLL | 48020Q107 | 5/29/2019 | 1a. Election of Director: Hugo Bague. | Issuer | Yes | For | For |
| | | | | 1b. Election of Director: Matthew Carter, Jr.. | Issuer | Yes | For | For |
| | | | | 1c. Election of Director: Samuel A. Di Piazza, Jr.. | Issuer | Yes | For | For |
| | | | | 1d. Election of Director: Shiela A. Penrose. | Issuer | Yes | For | For |
| | | | | 1e. Election of Director: Ming Lu. | Issuer | Yes | For | For |
| | | | | 1f. Election of Director: Bridget Macaskill. | Issuer | Yes | For | For |
| | | | | 1g. Election of Director: Martin H. Nesbitt. | Issuer | Yes | For | For |
| | | | | 1h. Election of Director: Jeetendra I. Patel. | Issuer | Yes | For | For |
| | | | | 1i. Election of Director: Ann Marie Petach. | Issuer | Yes | For | For |
| | | | | 1j. Election of Director: Christian Ulbrich. | Issuer | Yes | For | For |
| | | | | 2. Non-binding, advisory vote approving executive compensation. | Issuer | Yes | For | For |
| | | | | 3. Approval of the 2019 Stock Award and Incentive Plan. | Issuer | Yes | For | For |
| | | | | 4. Ratification of appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2019. | Issuer | Yes | For | For |
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| KKR Real Estate Finance Trust Inc. | KREF | 48251K100 | 4/26/2019 | 1. To elect eight directors: 1.01. Terrance R. Ahern, 1.02. R. Craig Blanchard, 1.03. Irene M. Esteves, 1.04. Todd A. Fisher, 1.05. Jonathan A. Langer, 1.06. Paula Madoff, 1.07. Deborah H. McAneny, 1.08. Ralph F. Rosenberg. | Issuer | Yes | For | For |
| | | | | 2. Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2019. | Issuer | Yes | For | For |
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| Lennar Corporation | LEN | 526057104 | 4/10/2019 | 1. Elect twelve directors: 1.01. Rick Beckwitt, 1.02. Irving Bolotin, 1.03. Steven L. Gerard, 1.04. Tig Gilliam 1.05. Sherrill W. Hudson, 1.06. Jonathan M. Jaffe, 1.07. Sidney Lapidus, 1.08. Teri P. McClure, 1.09. Stuart Miller, 1.10. Armando Olivera, 1.11. Jeffrey Sonnenfeld, 1.12. Scott Stowell. | Issuer | No | | |
| | | | | 2. Ratify the appointment of Deloitte & Touche LLP as Company's independent registered public accounting firm for the fiscal year ending November 30, 2019. | Issuer | No | | |
| | | | | 3. Approve, on an advisory basis, the compensation of named executive officers. | Issuer | No | | |
| | | | | 4. Shareholder proposal regarding having directors elected by a majority of the votes cast in uncontested elections. | Security Holder | No | | |
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| MGM Growth Properties LLC | MGP | 55303A105 | 5/1/2019 | 1. Elect seven directors: 1a. James J. Murren, 1b. Michael Rietbrock, 1c. Thomas Roberts, 1d. Daniel J. Taylor, 1e. William J. Hornbuckle, 1f. John M. McManus, 1g. Robert Smith. | Issuer | No | | |
| | | | | 2. To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2019. | Issuer | No | | |
| | | | | 3. To approve, on an advisory basis, the compensation of named executive officers. | Issuer | No | | |
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| New Residential Investment Corp. | NRZ | 64828T201 | 5/23/2019 | 1. To elect three directors: 1.01. Douglas L. Jacobs, 1.02. Robert J. McGinnis, 1.03. Andrew Sloves. | Issuer | Yes | For | For |
| | | | | 2. To ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year 2019. | Issuer | Yes | For | For |
| | | | | 3. Shareholder non-binding proposal to adopt "majority voting" in uncontested elections of directors. | Security Holder | Yes | Against | For |
| | | | | 4. Shareholder non-binding proposal to provide a report on board diversity. | Security Holder | Yes | Against | For |
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| Petroleo Brasileiro S.A. | PBR | 71654V408 | 12/11/2018 | 1. Proposal to amend Petrobras' Articles of Incorporation to amend articles 23, 28 and 30, and consequent consolidation of the Articles of Corporation, as proposed by Management filed in electronic addresses of the Brazilian Securities and Exchange Commission (CMV) and the Company. | Issuer | No | | |
| | | | | 2. Proposal for merger of PDET Offshore S.A. by Petrobras to: | Issuer | No | | |
| | | | | 2a. Ratify the contracting of Recall Ledger Consultoria e Desenvolvimento Empresarial Ltda. By Petrobras for the preparation of the Appraisal Report, at book value, of PDET's shareholders' equity, pursuant to paragraph 1 of article 227 of Law 6404, of December 15, 1976. | Issuer | No | | |
| | | | | 2b. To approve the Appraisal Report prepared by Recall Ledger Consultoria e Desenvolvimento Empresarial Ltda. For the appraisal, at book value, of PDET's shareholders' equity. | Issuer | No | | |
| | | | | 2c. To approve, in all its terms and conditions, the Protocol and Justification of the Merger, executed between PDET and Petrobras on October 24, 2018. | Issuer | No | | |
| | | | | 2d. To approve the incorporation of PDET by Petrobras, with its consequent extinction, without increasing the capital stock of Petrobras. | Issuer | No | | |
| | | | | 2e. To authorize Petrobras' Board of Executive Officers to perform all acts required to complete the incorporation and regularization of the situation of the acquired Company and the surviving Company before the competent bodies, as necessary. | Issuer | No | | |
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| Petroleo Brasileiro S.A. | PBR | 71654V408 | 4/25/2019 | 1. To analyze management's accounts, examination, discussion and voting of the Annual Report and the Company's financial statements, accompanied by the report of the independent auditors and the Fiscal council's report, for the fiscal year ended December 31, 2018. | Issuer | Yes | For | For |
| | | | | 2. Capital budget proposal for the 2019 fiscal year. | Issuer | Yes | For | For |
| | | | | 3. Proposal for the 2018 fiscal year results destination. | Issuer | Yes | For | For |
| | | | | 4. Removal of a member of the Board of directors elected by the controlling shareholder. | Issuer | Yes | For | For |
| | | | | 5. Election of the members of the Board of Directors. | Issuer | Yes | For | For |
| | | | | 5a. Candidates appointed by the controlling shareholder and candidate appointed by the Company's employees. Roberto da Cunha Castello Branco, Eduardo Bacellar Leal Ferreira, Joao Cox, Nivio Ziviani, Alexandre Vigigal de Oliveira, Danilo Ferreira da Silva. | Issuer | Yes | For | For |
| | | | | 5b. If one or more of the candidates that compose the slate fails to integrate it, your votes will continue to be conferred to the slate. | Issuer | Yes | For | For |
| | | | | 5c. In case of adoption of the multiple vote process, to distribute your votes in equal percentages by the members of the slate. | Issuer | Yes | For | For |
| | | | | 6. Election of Chairman of the Board of Directors: Eduardo Bacellar Leal Ferreira. | Issuer | Yes | For | For |
| | | | | 7. Election of the members of the Fiscal council: | Issuer | Yes | For | For |
| | | | | 7a1. Candidates appointed by the controlling shareholder: Holder: Marisete Fatima Dadald Pereira, Substitute: Agnes Maria de Aragao da Costa, Holder: Eduardo Cesar Pasa, Substitute: Jairez Eloi de Sousa Paulista, Holder: Jose Franco Medeiros de Morais, Substitute: Gildenora Batista Dantas Milhomem. | Issuer | Yes | For | For |
| | | | | 8. Establishment of the compensation of Management, members of the Fiscal council and members of the Statutory Advisory Committee to the Board of Directors. | Issuer | Yes | For | For |
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| | | | | | | | |
| | | | | E1. Proposal to amend Petros' bylaws to amend articles 3, 16, 18, 19, 20, 21, 25, 29, 30, 32, 34, 35, 36, 40, 52, 58 and 63 of the bylaws, and consequent consolidation of the bylaws, as proposed by Management filed in the electronic addresses of the Brazilian Securities and Exchange Commission (CVM) and the Company. | Issuer | Yes | For | For |
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| SITE Centers Corp | DDR | 82981J109 | 5/9/2019 | 1. To elect eight directors: 1.1 Linda B. Abraham, 1.2. Terrance R. Ahern, 1.3. Jane E. DeFlorio, 1.4. Thomas Finne, 1.5. David R. Lukes, 1.6. Victor B. MacFarlane, 1.7. Alexander Otto, 1.8. Dawn M. Sweeney. | Issuer | Yes | For | For |
| | | | | 2. Approval, on an advisory basis, of the compensation of the Company's named executive officers. | Issuer | Yes | For | For |
| | | | | 3. Ratification of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm. | Issuer | Yes | For | For |
| | | | | 4. Approval of the SITE Centers Corp. 2019 Equity and Incentive Compensation Plan. | Issuer | Yes | For | For |
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| Southern Copper Corporation | SCCO | 84265V105 | 4/25/2019 | 1. To elect ten directors: 1.01. German L. Mota-Velasco, 1.02. Oscar Gonzalez Rocha, 1.03. Vicente A. Andreve, 1.04. Alfredo Casar Perez, 1.05. Enrique C. S. Mejorada, 1.06. Xavier G. De Q. Topete, 1.07. Rafael Mac G. Anciola, 1.08. Luis M. P. Bonilla, 1.09. Gilberto P. Cifuentes, 1.10. Carlos Ruiz Sacristan. | Issuer | Yes | For | For |
| | | | | 2. Ratify the audit committee's selection of Galaz, Yamazaki, Ruiz Urquiza S.S., a member of Deloitte Touche Tohmatsu Limited, as Company's independent accountants for 2019. | Issuer | Yes | For | For |
| | | | | 3. Approve by, non-binding vote, executive compensation. | Issuer | Yes | For | For |
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| Turquoise Hill Resources Ltd. | TRQ | 900435108 | 5/14/2019 | 1. To elect seven directors: 01. Alan Chirgwin, 02. James W. Gill, 03. R. Peter Gillin, 04. Stephen Jones, 05. Ulf Quellmann, 06. Russel C. Robertson, 07. Maryse Saint-Laurent. | Issuer | Yes | For | For |
| | | | | 2. To appoint PricewaterhouseCoopers LLP, Chartered professional accountants, as auditors of the Corporation at a remuneration to be fixed by the board of directors. | Issuer | Yes | For | For |
| | | | | 3. Non-binding advisory vote to accept the approach to executive compensation. | Issuer | Yes | For | For |
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| CGM Trust - File No. 811-00082 | | | | | | |
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| CGM Focus Fund | | | | | | | | |
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| Issuer | Ticker | CUSIP | Meeting
Date | Matter
Voted On | Proposed
By Issuer or
Security Holder | Was
Vote
Cast | Actual
Vote | For or
Against
Mgt. |
| Banco Bradesco SA | BBD | 059460303 | 3/11/2019 | 3. Election of fiscal council: 3a. Luiz Carlos de Freitas / Joao Batistela Biazon, 3b. Walter Luis Bernardes Albertoni / Reginaldo Ferreira Alexandre. | Issuer | Yes | For | For |
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| Banco Santander Brasil S.A. | BSBR | 05967A107 | 4/26/2019 | 01. To TAKE the management accounts, examining, discussing and voting the Company's financial statements related to the fiscal year ended on December 31, 2018, together with management report, the balance sheet, other parts of the financial statements, external auditors' opinion and the audit committee report. | Issuer | Yes | For | For |
| | | | | 02. To DECIDE on the destination of the net profit of the fiscal year of 2018 and the distribution of dividends. | Issuer | Yes | For | For |
| | | | | 03. To FIX the number of members that will compose the Board of Directors in the mandate from 2019 to 2021. The controlling shareholders propose that the number of members to be members of the Board of Directors for the 2017 to 2019 term be set at ten members. | Issuer | Yes | For | For |
| | | | | 04a. To ELECT the members of the Company's Board of Directors for a term of office from 2019 to 2021: Alvaro Antonio Cardoso de Souza, Sergio Agapito Lires Rial, Celso Clemente Giacometti, Conrado Engel, Deborah Patricia Wright, Deborah Stern Vieitas, Jose Antonio Alvarez Alvarez, Jose de Paiva Ferreira, Jose Maria Nus Badia, Marilia Artimonte Rocca. | Issuer | Yes | For | For |
| | | | | 04b. If one or more of the candidates that compose the slate fails to integrate it, your votes will continue to be conferred to the slate. | Issuer | Yes | For | For |
| | | | | 05. To FIX the annual overall compensation of the Company's management and members of Audit Committee. | Issuer | Yes | For | For |
| | | | | E1. To AMEND the wording of articles 21 and 24 of the Company's Bylaws, in order to modify the rules for the installation of meetings of the Executive Board, granting mandates and representation of the Company. | Issuer | Yes | For | For |
| | | | | E2. Due to the deliberate in item (i), APPROVE the consolidation of the Company's Bylaws. | Issuer | Yes | For | For |
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| Best Buy Co., Inc. | BBY | 086516101 | 6/11/2019 | 1a) Election of director: Corie S. Barry. | Issuer | No | | |
| | | | | 1b) Election of director: Lisa M. Caputo. | Issuer | No | | |
| | | | | 1c) Election of director: J. Patrick Doyle. | Issuer | No | | |
| | | | | 1d) Election of director: Russell P. Fradin. | Issuer | No | | |
| | | | | 1e) Election of director: Kathy J. Higgins Victor. | Issuer | No | | |
| | | | | 1f) Election of director: Hubert Joly. | Issuer | No | | |
| | | | | 1g) Election of director: David W. Kenny. | Issuer | No | | |
| | | | | 1h) Election of director: Cindy R. Kent. | Issuer | No | | |
| | | | | 1i) Election of director: Karen A. McLoughlin. | Issuer | No | | |
| | | | | 1j) Election of director: Thomas L. Millner. | Issuer | No | | |
| | | | | 1k) Election of director: Claudia F. Munce. | Issuer | No | | |
| | | | | 1l) Election of director: Richelle P. Parham. | Issuer | No | | |
| | | | | 1m) Election of director: Eugene A. Woods. | Issuer | No | | |
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| | | | | 2. To ratify the appointment of Deloitte & Touche LLP as Company's independent registered public accounting firm for the fiscal year ending February 1, 2020. | Issuer | No | | |
| | | | | 3. To approve in a non-binding advisory vote the Company's named executive officer compensation. | Issuer | No | | |
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| Dollar Tree, Inc. | DLTR | 256746108 | 6/13/2019 | 1. To elect thirteen directors: 1a. Arnold S. Barron, 1b. Gregory M. Bridgeford, 1c. Thomas W. Dickson, 1d. Conrad M. Hall, 1e. Lemuel E. Lewis, 1f. Jeffrey G. Naylore, 1g. Gary M. Philbin, 1h. Bob Sasser, 1i. Thomas A. Saunders III, 1j. Stephanie P. Stahl, 1k. Carrie A. Wheeler, 1l. Thomas E. Whiddon, 1m. Carl P. Zeithami. | Issuer | Yes | For | For |
| | | | | 2. To approve, on an advisory basis, the compensation of the Company's named executive officers. | Issuer | Yes | For | For |
| | | | | 3. To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm. | Issuer | Yes | For | For |
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| Lockheed Martin Corporation | LMT | 539830109 | 4/25/2019 | 1. To elect ten directors: 1a. Daniel F. Akerson, 1b. David B. Burritt, 1c. Bruce A. Carlson, 1d. James O. Ellis, Jr., 1e. Thomas J. Falk, 1f. Ilene S. Gordon, 1g. Marillyn A. Hewson, 1h. Vicki A. Hollub, 1i. Jeh C. Johnson, 1j. James D. Taiclet, Jr.. | Issuer | Yes | For | For |
| | | | | 2. Ratification of appointment of Ernst & Young LLP as independent auditors for 2019. | Issuer | Yes | For | For |
| | | | | 3. Advisory vote to approve the compensation of named executive officers. | Issuer | Yes | For | For |
| | | | | 4. Stockholder proposal to amend the proxy access bylaw. | Security Holder | Yes | Against | For |
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| Northrop Grumman Corporation | NOC | 666807102 | 5/15/2019 | 1. To elect thirteen directors: 1a. Wesley G. Bush, 1b. Marianne C. Brown, 1c. Donald E. Felsinger, 1d. Ann M. Fudge, 1e. Bruce S. Gordon, 1f. William H. Hernandez, 1g. Madeleine A. Kleiner, 1h. Karl J. Krapek, 1i. Gary Roughead, 1j. Thomas M. Schoewe, 1k. James S. Turley, 1l. Kathy J. Warden, 1m. Mark A. Welsh III. | Issuer | Yes | For | For |
| | | | | 2. Proposal to approve, on an advisory basis, the compensation of the Company's executive officers. | Issuer | Yes | For | For |
| | | | | 3. Proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent auditor for fiscal year ending December 31, 2019. | Issuer | Yes | For | For |
| | | | | 4. Shareholder proposal to provide for a report on management systems and processes for implementing the Company's human rights policy. | Security Holder | Yes | Against | For |
| | | | | 5. Shareholder proposal to provide for an independent chair. | Security Holder | Yes | Against | For |
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| PBF Energy Inc. | PBF | 69318G106 | 5/23/2019 | 1. To elect nine directors: 1A. Thomas Nimbley, 1B. Spencer Abraham, 1C. Wayne Budd, 1D. S. Eugene Edwards, 1E. William Hantke, 1F. Edward Kosnik, 1G. Robert Lavinia, 1H. Kimberly Lubel, 1I. George Ogden. | Issuer | No | | |
| | | | | 2. The ratification of the appointment of Deloitte & Touche LLP as the Company's independent auditor for the year ended December 31, 2019. | Issuer | No | | |
| | | | | 3. An advisory vote on the 2018 compensation of the named executive officers. | Issuer | No | | |
| | | | | 4. An advisory vote on the frequency of the advisory vote on executive compensation being 1 year. | Issuer | No | | |
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| Petroleo Brasileiro S.A. | PBR | 71654V408 | 12/11/2018 | 1. Proposal to amend Petrobras' Articles of Incorporation to amend articles 23, 28 and 30, and consequent consolidation of the Articles of Corporation, as proposed by Management filed in electronic addresses of the Brazilian Securities and Exchange Commission (CMV) and the Company. | Issuer | No | | |
| | | | | 2. Proposal for merger of PDET Offshore S.A. by Petrobras to: | Issuer | No | | |
| | | | | 2a. Ratify the contracting of Recall Ledger Consultoria e Desenvolvimento Empresarial Ltda. By Petrobras for the preparation of the Appraisal Report, at book value, of PDET's shareholders' equity, pursuant to paragraph 1 of article 227 of Law 6404, of December 15, 1976. | Issuer | No | | |
| | | | | 2b. To approve the Appraisal Report prepared by Recall Ledger Consultoria e Desenvolvimento Empresarial Ltda. For the appraisal, at book value, of PDET's shareholders' equity. | Issuer | No | | |
| | | | | 2c. To approve, in all its terms and conditions, the Protocol and Justification of the Merger, executed between PDET and Petrobras on October 24, 2018. | Issuer | No | | |
| | | | | 2d. To approve the incorporation of PDET by Petrobras, with its consequent extinction, without increasing the capital stock of Petrobras. | Issuer | No | | |
| | | | | 2e. To authorize Petrobras' Board of Executive Officers to perform all acts required to complete the incorporation and regularization of the situation of the acquired Company and the surviving Company before the competent bodies, as necessary. | Issuer | No | | |
| | | | | | | | | |
| Petroleo Brasileiro S.A. | PBR | 71654V408 | 4/25/2019 | 1. To analyze management's accounts, examination, discussion and voting of the Annual Report and the Company's financial statements, accompanied by the report of the independent auditors and the Fiscal council's report, for the fiscal year ended December 31, 2018. | Issuer | Yes | For | For |
| | | | | 2. Capital budget proposal for the 2019 fiscal year. | Issuer | Yes | For | For |
| | | | | 3. Proposal for the 2018 fiscal year results destination. | Issuer | Yes | For | For |
| | | | | 4. Removal of a member of the Board of directors elected by the controlling shareholder. | Issuer | Yes | For | For |
| | | | | 5. Election of the members of the Board of Directors. | Issuer | Yes | For | For |
| | | | | 5a. Candidates appointed by the controlling shareholder and candidate appointed by the Company's employees. Roberto da Cunha Castello Branco, Eduardo Bacellar Leal Ferreira, Joao Cox, Nivio Ziviani, Alexandre Vigigal de Oliveira, Danilo Ferreira da Silva. | Issuer | Yes | For | For |
| | | | | 5b. If one or more of the candidates that compose the slate fails to integrate it, your votes will continue to be conferred to the slate. | Issuer | Yes | For | For |
| | | | | 5c. In case of adoption of the multiple vote process, to distribute your votes in equal percentages by the members of the slate. | Issuer | Yes | For | For |
| | | | | 6. Election of Chairman of the Board of Directors: Eduardo Bacellar Leal Ferreira. | Issuer | Yes | For | For |
| | | | | 7. Election of the members of the Fiscal council: | Issuer | Yes | For | For |
| | | | | 7a1. Candidates appointed by the controlling shareholder: Holder: Marisete Fatima Dadald Pereira, Substitute: Agnes Maria de Aragao da Costa, Holder: Eduardo Cesar Pasa, Substitute: Jairez Eloi de Sousa Paulista, Holder: Jose Franco Medeiros de Morais, Substitute: Gildenora Batista Dantas Milhomem. | Issuer | Yes | For | For |
| | | | | 8. Establishment of the compensation of Management, members of the Fiscal council and members of the Statutory Advisory Committee to the Board of Directors. | Issuer | Yes | For | For |
|
| | | | | | | | |
| | | | | E1. Proposal to amend Petros' bylaws to amend articles 3, 16, 18, 19, 20, 21, 25, 29, 30, 32, 34, 35, 36, 40, 52, 58 and 63 of the bylaws, and consequent consolidation of the bylaws, as proposed by Management filed in the electronic addresses of the Brazilian Securities and Exchange Commission (CVM) and the Company. | Issuer | Yes | For | For |
| | | | | | | | | |
| Phillips 66 | PSX | 718546104 | 5/8/2019 | 1. To elect four directors: 1a. Greg C. Garland, 1b. Gary K. Adams, 1c. John E. Lowe, 1d. Denise L. Ramos. | Issuer | No | | |
| | | | | 2. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2019. | Issuer | No | | |
| | | | | 3. Advisory vote to approve executive compensation. | Issuer | No | | |
| | | | | 4. Advisory vote on the frequency of future shareholder advisory votes to approve executive compensation at 1 year. | Issuer | No | | |
| | | | | 5. Shareholder proposal requesting an annual report on plastic pollution. | Security Holder | No | | |
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| PVH Corp | PVH | 693656100 | 6/20/2019 | 1. To elect twelve directors: 1a. Mary Baglivo, 1b. Brent Callinicos, 1c. Emanuel Chirico, 1d. Juan R. Figuereo, 1e. Joseph B. Fuller, 1f. V. James Marino, 1g. G. Penny McIntyre, 1h. Amy McPherson, 1i. Henry Nasella, 1j. Edward R. Rosenfeld, 1k. Craig Rydin, 1l. Judith Amanda Sourry Knox. | Issuer | No | | |
| | | | | 2. Approval of the advisory resolution on executive compensation. | Issuer | No | | |
| | | | | 3. Approval of the amendment to Company's Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholder to approve certain transactions with certain stockholders. | Issuer | No | | |
| | | | | 4. Approval of the amendment to Company's Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholders to amend Company's By-laws. | Issuer | No | | |
| | | | | 5. Ratification of Ernst & Young LLP as auditors for fiscal year 2019. | Issuer | No | | |
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| Transocean Ltd. | RIG | H8817H100 | 11/29/2018 | 1. Amendment to Transocean's Articles of Association to create additional authorized share capital for the issuance of up to 147,700,195 Transocean shares to pay the Share Consideration in the Merger. | Issuer | No | | |
| | | | | 2. Issuance of Transocean shares to pay the Share Consideration in the Merger, as required by the rules of the New York Stock Exchange. | Issuer | No | | |
| | | | | 3. Deletion of special purpose authorized share capital in Article 5bis of Transocean's Articles of Association. | Issuer | No | | |
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| United Rental, Inc. | URI | 911363109 | 5/8/2019 | 1a. Election of director: Jose B. Alvarez. | Issuer | No | | |
| | | | | 1b. Election of director: Marc A. Bruno. | Issuer | No | | |
| | | | | 1c. Election of director: Matthew J. Flannery. | Issuer | No | | |
| | | | | 1d. Election of director: Bobby J. Griffin. | Issuer | No | | |
| | | | | 1e. Election of director: Kim Harris Jones. | Issuer | No | | |
| | | | | 1f. Election of director: Terri L. Kelly. | Issuer | No | | |
| | | | | 1g. Election of director: Michael J. Kneeland. | Issuer | No | | |
| | | | | 1h. Election of director: Gracia C. Martore. | Issuer | No | | |
| | | | | 1i. Election of director: Jason D. Papastavrou. | Issuer | No | | |
| | | | | 1j. Election of director: Filippo Passerini. | Issuer | No | | |
| | | | | 1k. Election of director: Donald C. Roof. | Issuer | No | | |
| | | | | 1l. Election of director: Shiv Singh. | Issuer | No | | |
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| | | | | 2. Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2019. | Issuer | No | | |
| | | | | 3. Advisory approval of executive compensation. | Issuer | No | | |
| | | | | 4. Approval of 2019 Long Term Incentive Plan. | Issuer | No | | |
| | | | | 5. Stockholder proposal on right to act written consent. | Security Holder | No | | |
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| Zebra Technologies Corporation | ZBRA | 989207105 | 5/16/2019 | 1. To elect two directors: 01. Frank B. Modruson, 02. Michael A. Smith | Issuer | No | | |
| | | | | 2. Proposal to approve, by non-binding vote, compensation of named executive officers. | Issuer | No | | |
| | | | | 3. Ratify the appointment of Ernst & Young LLP as Company's independent auditors for 2019. | Issuer | No | | |
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| (Registrant) | CGM TRUST |
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| By (Signature and Title)* | /s/ David C. Fietze |
| | David C. Fietze, President |
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| Date | August 29, 2019 |
* Print the name and title of each signing officer under his or her signature.
