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ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-03692 | |||||
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Morgan Stanley Variable Investment Series | |||||
(Exact name of registrant as specified in charter) | |||||
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522 Fifth Avenue, New York, New York | 10036 | ||||
(Address of principal executive offices) | (Zip code) | ||||
Mary E. Mullin, Esq. Executive Director Morgan Stanley Investment Management Inc. 522 Fifth Avenue New York, New York 10036 | |||||
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Registrant's telephone number, including area code: 800-548-7786 | |||||
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Date of fiscal year end: 12/31 | |||||
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Date of reporting period: 7/1/16 – 6/30/17 |
*******************************FORM N - Px REPORT******************************* ICA File Number: 811-03692 Reporting Period: 07/01/2016 - 06/30/2017 Morgan Stanley Variable Investment Series ============= Morgan Stanley Variable Investment Series - European ============ ============= Equity Portfolio ============ ACCOR Ticker: AC Security ID: F00189120 Meeting Date: MAY 05, 2017 Meeting Type: Annual/Special Record Date: MAY 02, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Treatment of Losses and For For Management Dividends of EUR 1.05 per Share 4 Approve Stock Dividend Program (Cash or For For Management New Shares) 5 Reelect Sebastien Bazin as Director For For Management 6 Reelect Iris Knobloch as Director For For Management 7 Ratify Appointment of Nawaf Bin Jassim For For Management Bin Jabor Al-Thani as Director 8 Ratify Appointment of Vivek Badrinath For For Management as Director 9 Ratify Appointment of Nicolas Sarkozy For For Management as Director 10 Approve Transaction with Eurazeo Re: For For Management Sale of Assets 11 Approve Termination Package of Sven For Against Management Boinet, Vice-CEO 12 Non-Binding Vote on Compensation of For For Management Sebastien Bazin, Chairman and CEO 13 Non-Binding Vote on Compensation of For For Management Sven Boinet, Vice-CEO 14 Approve Remuneration Policy of Chairman For For Management and CEO 15 Approve Remuneration Policy of Vice-CEO For For Management 16 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 17 Authorize Decrease in Share Capital via For For Management Cancellation of Repurchased Shares 18 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 427 Million 19 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 85 Million 20 Approve Issuance of Equity or For For Management Equity-Linked Securities Reserved for Qualified Investors or Restricted Number of Investors, up to Aggregate Nominal Amount of EUR 85 Million 21 Authorize Board to Increase Capital in For Against Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Item 24 22 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind, up to Aggregate Amount of EUR 85 Million 23 Authorize Capitalization of Reserves of For For Management Up to EUR 427 Million for Bonus Issue or Increase in Par Value 24 Set Total Limit for Capital Increase to For For Management Result from All Issuance Requests at EUR 427 Million 25 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 26 Authorize up to 2 Percent of Issued For For Management Capital for Use in Restricted Stock Plans Under Performance Conditions Reserved for Employees and Executive Officers 27 Authorize Board to Issue Free Warrants For Against Management with Preemptive Rights During a Public Tender Offer 28 Authorize Filing of Required For For Management Documents/Other Formalities A Remove Double-Voting Rights for Against Against Shareholder Long-Term Registered Shareholders and Amend Bylaws Accordingly -------------------------------------------------------------------------------- ACCOR Ticker: AC Security ID: F00189120 Meeting Date: JUN 30, 2017 Meeting Type: Special Record Date: JUN 27, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Transfer of Company Assets to For For Management AccorInvest 2 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- ACCOR Ticker: AC Security ID: F00189120 Meeting Date: JUL 12, 2016 Meeting Type: Special Record Date: JUL 07, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Contribution in Kind in the For For Management Form of FRHI Shares and its Remuneration in the Form of Accor Shares 2 Pursuant to Approval of Item 1, Issue For For Management 46.7 Million Shares 3 Authorize Filing of Required For For Management Documents/Other Formalities 4 Elect Ali Bouzarif as Director For For Management 5 Elect Aziz Aluthman Fakhroo as Director For For Management 6 Elect Sarmad Zok as Director For For Management 7 Elect Jiang Qiong Er as Director For For Management 8 Elect Isabelle Simon as Director For For Management 9 Elect Natacha Valla as Director For For Management 10 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 1,12 Million -------------------------------------------------------------------------------- AIRBUS SE Ticker: AIR Security ID: N0280E105 Meeting Date: APR 12, 2017 Meeting Type: Annual Record Date: MAR 15, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2.1 Discussion on Company's Corporate None None Management Governance Structure 2.2 Receive Report on Business and None None Management Financial Statements 2.3 Discuss Remuneration Report Containing None None Management Remuneration Policy 2.4 Receive Explanation on Company's None None Management Reserves and Dividend Policy 3 Discussion of Agenda Items None None Management 4.1 Adopt Financial Statements For For Management 4.2 Approve Allocation of Income and For For Management Dividends of EUR1.35per Share 4.3 Approve Discharge of Non-Executive For For Management Members of the Board of Directors 4.4 Approve Discharge of Executive Members For For Management of the Board of Directors 4.5 Ratify Ernst & Young Accountants LLP as For For Management Auditors 4.6 Reelect Denis Ranque as Non-Executive For For Management Director 4.7 Reelect Ralph D. Crosby, Jr. as For For Management Non-Executive Director 4.8 Reelect Hermann-Josef Lamberti as For For Management Non-Executive Director 4.9 Elect Lord Drayson (Paul) as For For Management Non-Executive Director 4.10 Proposal to change the Company name For For Management from Airbus Group SE to Airbus SE 4.11 Grant Board Authority to Issue Shares For For Management Up To 0.51 Percent of Issued Capital and Excluding Preemptive Rights Re: ESOP and LTIP Plans 4.12 Grant Board Authority to Issue Shares For For Management Up To 1.15 Percent of Issued Capital and Excluding Preemptive Rights Re: Company Funding 4.13 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 4.14 Approve Cancellation of Repurchased For For Management Shares 5 Close Meeting None None Management -------------------------------------------------------------------------------- AMADEUS IT GROUP SA Ticker: AMS Security ID: E04908112 Meeting Date: JUN 14, 2017 Meeting Type: Annual Record Date: JUN 09, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Consolidated and Standalone For For Management Financial Statements 2 Approve Allocation of Income and For For Management Dividends 3 Approve Discharge of Board For For Management 4 Renew Appointment of Deloitte as For For Management Auditor 5.1 Elect Nicolas Huss as Director For For Management 5.2 Reelect Jose Antonio Tazon Garcia as For For Management Director 5.3 Reelect Luis Maroto Camino as Director For For Management 5.4 Reelect David Gordon Comyn Webster as For For Management Director 5.5 Reelect Pierre-Henri Gourgeon as For For Management Director 5.6 Reelect Guillermo de la Dehesa Romero For For Management as Director 5.7 Reelect Clara Furse as Director For For Management 5.8 Reelect Francesco Loredan as Director For For Management 5.9 Reelect Stuart McAlpine as Director For For Management 5.10 Reelect Marc Verspyck as Director For For Management 5.11 Reelect Roland Busch as Director For For Management 6 Advisory Vote on Remuneration Report For For Management 7 Approve Remuneration of Directors For For Management 8 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- ASML HOLDING NV Ticker: ASML Security ID: N07059202 Meeting Date: APR 26, 2017 Meeting Type: Annual Record Date: MAR 29, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Discuss the Company's Business, None None Management Financial Situation and Sustainability 3 Discuss Remuneration Policy for None None Management Management Board Members 4 Adopt Financial Statements and For For Management Statutory Reports 5 Approve Discharge of Management Board For For Management 6 Approve Discharge of Supervisory Board For For Management 7 Receive Explanation on Company's None None Management Reserves and Dividend Policy 8 Approve Dividends of EUR 1.20 Per For For Management Ordinary Share 9 Amend the Remuneration Policy of the For For Management Management Board 10 Approve Performance Share Arrangement For For Management According to Remuneration Policy 11 Approve Number of Stock Options, For For Management Respectively Shares for Employees 12 Discuss Management Board Composition None None Management and Receive Information on Intended Appointment of First van Hout to Management Board 13.a Elect Pauline van der Meer Mohr to For For Management Supervisory Board 13.b Elect Carla Smits-Nusteling to For For Management Supervisory Board 13.c Elect Doug Grose to Supervisory Board For For Management 13.d Elect Wolfgang Ziebart to Supervisory For For Management Board 13.e Discussion of the Supervisory Board None None Management Composition 14 Amend Remuneration of Supervisory Board For For Management 15 Ratify KPMG as Auditors For For Management 16.a Grant Board Authority to Issue Shares For For Management Up To 5 Percent of Issued Capital 16.b Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances Re: Item 16a 16.c Grant Board Authority to Issue Shares For For Management Up To 5 Percent in Case of Takeover/Merger 16.d Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances Re: Item 16c 17.a Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 17.b Authorize Additional Repurchase of Up For For Management to 10 Percent of Issued Share Capital 18 Authorize Cancellation of Repurchased For For Management Shares 19 Other Business (Non-Voting) None None Management 20 Close Meeting None None Management -------------------------------------------------------------------------------- AXA Ticker: CS Security ID: F06106102 Meeting Date: APR 26, 2017 Meeting Type: Annual/Special Record Date: APR 21, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.16 per Share 4 Non-Binding Vote on Compensation of For For Management Henri de Castries, Chairman and CEO until August 31, 2016 5 Non-Binding Vote on Compensation of For For Management Denis Duverne, Vice CEO until August 31, 2016 6 Non-Binding Vote on Compensation of For For Management Denis Duverne, Chairman of the Board of Directors since September 1, 2016 7 Non-Binding Vote on Compensation of For For Management Thoma Buberl, CEO since September 1, 2016 8 Approve Remuneration Policy of Chairman For For Management of the Board 9 Approve Remuneration Policy of CEO For For Management 10 Approve Auditors' Special Report on For For Management Related-Party Transactions 11 Approve Additional Social Benefits For For Management Agreement with Thomas Buberl, CEO 12 Approve Severance Agreement with Thomas For For Management Buberl 13 Reelect Deanna Oppenheimer as Director For For Management 14 Reelect Ramon de Oliveira as Director For For Management 15 Ratify Appointment of Thomas Buberl as For For Management Director 16 Ratify Appointment of Andre For For Management Francois-Poncet as Director 17 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 18 Authorize Capitalization of Reserves of For For Management Up to EUR 1 Billion for Bonus Issue or Increase in Par Value 19 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billions 20 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 550 Million 21 Approve Issuance of Equity or For For Management Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 550 Million 22 Authorize Board to Set Issue Price for For For Management 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights 23 Authorize Capital Increase of Up to EUR For For Management 550 Million for Future Exchange Offers 24 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 25 Authorize Issuance of Equity Upon For For Management Conversion of a Subsidiary's Equity-Linked Securities without Preemptive Rights for Up to EUR 550 Million 26 Authorize Issuance of Equity Upon For For Management Conversion of a Subsidiary's Equity-Linked Securities with Preemptive Rights for Up to EUR 2 Billion 27 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 28 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries 29 Authorize up to 1 Percent of Issued For For Management Capital for Use in Stock Option Plans 30 Authorize Decrease in Share Capital via For For Management Cancellation of Repurchased Shares 31 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- AZIMUT HOLDING S.P.A. Ticker: AZM Security ID: T0783G106 Meeting Date: APR 27, 2017 Meeting Type: Annual Record Date: APR 18, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, Statutory For For Management Reports, and Allocation of Income 2.1 Elect CEO Sergio Albarelli as Director For For Management 2.2 Elect CFO Alessandro Zambotti as For For Management Director 3 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares 4.1 Approve Increase in Fixed-Variable For For Management Compensation Ratio 4.2 Approve Remuneration Policy For For Management A Deliberations on Possible Legal Action None Against Management Against Directors if Presented by Shareholders -------------------------------------------------------------------------------- BARCLAYS PLC Ticker: BARC Security ID: G08036124 Meeting Date: MAY 10, 2017 Meeting Type: Annual Record Date: MAY 08, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Elect Mary Francis as Director For For Management 5 Elect Sir Ian Cheshire as Director For For Management 6 Re-elect Mike Ashley as Director For For Management 7 Re-elect Tim Breedon as Director For For Management 8 Re-elect Crawford Gillies as Director For For Management 9 Re-elect Sir Gerry Grimstone as For For Management Director 10 Re-elect Reuben Jeffery III as Director For For Management 11 Re-elect John McFarlane as Director For For Management 12 Re-elect Tushar Morzaria as Director For For Management 13 Re-elect Dambisa Moyo as Director For For Management 14 Re-elect Diane Schueneman as Director For For Management 15 Re-elect James Staley as Director For Abstain Management 16 Appoint KPMG LLP as Auditors For For Management 17 Authorise the Board Audit Committee to For For Management Fix Remuneration of Auditors 18 Approve EU Political Donations and For For Management Expenditure 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 22 Authorise Issue of Equity in Relation For For Management to Issuance of Contingent Equity Conversion Notes 23 Authorise Issue of Equity without For For Management Pre-emptive Rights in Relation to the Issuance of Contingent Equity Conversion Notes 24 Authorise Market Purchase of Ordinary For For Management Shares 25 Authorise the Company to Call General For Against Management Meeting with Two Weeks' Notice 26 Amend Long-Term Incentive Plan For For Management -------------------------------------------------------------------------------- BAYER AG Ticker: BAYN Security ID: D0712D163 Meeting Date: APR 28, 2017 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and For For Management Statutory Reports; Approve Allocation of Income and Dividends of EUR 2.70 per Share for Fiscal 2016 2 Approve Discharge of Management Board For For Management for Fiscal 2016 3 Approve Discharge of Supervisory Board For For Management for Fiscal 2016 4.1 Elect Werner Wenning to the Supervisory For For Management Board 4.2 Elect Paul Achleitner to the For For Management Supervisory Board 4.3 Elect Norbert W. Bischofberger to the For For Management Supervisory Board 4.4 Elect Thomas Ebeling to the Supervisory For For Management Board 4.5 Elect Colleen A. Goggins to the For For Management Supervisory Board 4.6 Elect Klaus Sturany to the Supervisory For For Management Board 5 Approve Remuneration of Supervisory For For Management Board 6 Approve Affiliation Agreements with For For Management Subsidiaries Bayer CropScience Aktiengesellschaft 7 Ratify Deloitte GmbH as Auditors for For For Management Fiscal 2017 -------------------------------------------------------------------------------- BNP PARIBAS SA Ticker: BNP Security ID: F1058Q238 Meeting Date: MAY 23, 2017 Meeting Type: Annual/Special Record Date: MAY 18, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 2.70 per Share 4 Acknowledge Auditors' Special Report on For For Management Related-Party Transactions 5 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 6 Reelect Jean Lemierre as Director For For Management 7 Reelect Monique Cohen as Director For For Management 8 Reelect Daniela Schwarzer as Director For For Management 9 Reelect Fields Wicker-Miurin as For For Management Director 10 Elect Jacques Aschenbroich as Director For For Management 11 Approve Remuneration Policy for For For Management Chairman of the Board 12 Approve Remuneration Policy for CEO and For For Management Vice-CEO 13 Non-Binding Vote on Compensation of For For Management Jean Lemierre, Chairman of the Board 14 Non-Binding Vote on Compensation of For For Management Jean-Laurent Bonnafe, CEO 15 Non-Binding Vote on Compensation of For For Management Philippe Bordenave, Vice-CEO 16 Non-Binding Vote on the Overall For For Management Envelope of Compensation of Certain Senior Management, Responsible Officers and the Risk-takers 17 Authorize Decrease in Share Capital via For For Management Cancellation of Repurchased Shares 18 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- BP PLC Ticker: BP. Security ID: G12793108 Meeting Date: MAY 17, 2017 Meeting Type: Annual Record Date: MAY 15, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Re-elect Bob Dudley as Director For For Management 5 Re-elect Dr Brian Gilvary as Director For For Management 6 Elect Nils Andersen as Director For For Management 7 Re-elect Paul Anderson as Director For For Management 8 Re-elect Alan Boeckmann as Director For For Management 9 Re-elect Frank Bowman as Director For For Management 10 Re-elect Ian Davis as Director For For Management 11 Re-elect Dame Ann Dowling as Director For For Management 12 Elect Melody Meyer as Director For For Management 13 Re-elect Brendan Nelson as Director For For Management 14 Re-elect Paula Reynolds as Director For For Management 15 Re-elect Sir John Sawers as Director For For Management 16 Re-elect Carl-Henric Svanberg as For For Management Director 17 Reappoint Ernst & Young LLP as Auditors For For Management and Authorise Their Remuneration 18 Authorise EU Political Donations and For For Management Expenditure 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 22 Authorise Market Purchase of Ordinary For For Management Shares 23 Authorise the Company to Call General For Against Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- BRITISH AMERICAN TOBACCO PLC Ticker: BATS Security ID: G1510J102 Meeting Date: APR 26, 2017 Meeting Type: Annual Record Date: APR 24, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Against Management 3 Approve Final Dividend For For Management 4 Reappoint KPMG LLP as Auditors For For Management 5 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 6 Re-elect Richard Burrows as Director For For Management 7 Re-elect Nicandro Durante as Director For For Management 8 Re-elect Sue Farr as Director For For Management 9 Re-elect Ann Godbehere as Director For For Management 10 Re-elect Savio Kwan as Director For For Management 11 Re-elect Dr Pedro Malan as Director For For Management 12 Re-elect Dimitri Panayotopoulos as For For Management Director 13 Re-elect Kieran Poynter as Director For For Management 14 Re-elect Ben Stevens as Director For For Management 15 Elect Dr Marion Helmes as Director For For Management 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise Market Purchase of Ordinary For For Management Shares 19 Authorise EU Political Donations and For For Management Expenditure 20 Authorise the Company to Call General For Against Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- CONTINENTAL AG Ticker: CON Security ID: D16212140 Meeting Date: APR 28, 2017 Meeting Type: Annual Record Date: APR 06, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2016 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 4.25 per Share 3.1 Approve Discharge of Management Board For For Management Member Elmar Degenhart for Fiscal 2016 3.2 Approve Discharge of Management Board For For Management Member Jose Avila for Fiscal 2016 3.3 Approve Discharge of Management Board For For Management Member Ralf Cramer for Fiscal 2016 3.4 Approve Discharge of Management Board For For Management Member Hans-Juergen Duensing for Fiscal 2016 3.5 Approve Discharge of Management Board For For Management Member Frank Jourdan for Fiscal 2016 3.6 Approve Discharge of Management Board For For Management Member Helmut Matschi for Fiscal 2016 3.7 Approve Discharge of Management Board For For Management Member Ariane Reinhart for Fiscal 2016 3.8 Approve Discharge of Management Board For For Management Member Wolfgang Schaefer for Fiscal 2016 3.9 Approve Discharge of Management Board For For Management Member Nikolai Setzer for Fiscal 2016 4.1 Approve Discharge of Supervisory Board For For Management Member Wolfgang Reitzle for Fiscal 2016 4.2 Approve Discharge of Supervisory Board For For Management Member Gunter Dunkel for Fiscal 2016 4.3 Approve Discharge of Supervisory Board For For Management Member Hans Fischl for Fiscal 2016 4.4 Approve Discharge of Supervisory Board For For Management Member Peter Gutzmer for Fiscal 2016 4.5 Approve Discharge of Supervisory Board For For Management Member Peter Hausmann for Fiscal 2016 4.6 Approve Discharge of Supervisory Board For For Management Member Michael Iglhaut for Fiscal 2016 4.7 Approve Discharge of Supervisory Board For For Management Member Klaus Mangold for Fiscal 2016 4.8 Approve Discharge of Supervisory Board For For Management Member Hartmut Meine for Fiscal 2016 4.9 Approve Discharge of Supervisory Board For For Management Member Sabine Neuss for Fiscal 2016 4.10 Approve Discharge of Supervisory Board For For Management Member Rolf Nonnenmacher for Fiscal 2016 4.11 Approve Discharge of Supervisory Board For For Management Member Dirk Nordmann for Fiscal 2016 4.12 Approve Discharge of Supervisory Board For For Management Member Klaus Rosenfeld for Fiscal 2016 4.13 Approve Discharge of Supervisory Board For For Management Member Georg Schaeffler for Fiscal 2016 4.14 Approve Discharge of Supervisory Board For For Management Member Maria-Elisabeth Schaeffler-Thumann for Fiscal 2016 4.15 Approve Discharge of Supervisory Board For For Management Member Joerg Schoenfelder for Fiscal 2016 4.16 Approve Discharge of Supervisory Board For For Management Member Stefan Scholz for Fiscal 2016 4.17 Approve Discharge of Supervisory Board For For Management Member Kirsten Voerkel for Fiscal 2016 4.18 Approve Discharge of Supervisory Board For For Management Member Elke Volkmann for Fiscal 2016 4.19 Approve Discharge of Supervisory Board For For Management Member Erwin Woerle for Fiscal 2016 4.20 Approve Discharge of Supervisory Board For For Management Member Siegfried Wolf for Fiscal 2016 5 Ratify KPMG AG as Auditors for Fiscal For For Management 2017 6 Approve Remuneration System for For For Management Management Board Members -------------------------------------------------------------------------------- CRH PLC Ticker: CRG Security ID: G25508105 Meeting Date: APR 27, 2017 Meeting Type: Annual Record Date: APR 25, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For Against Management 4(a) Re-elect Ernst Bartschi as Director For For Management 4(b) Re-elect Maeve Carton as Director For For Management 4(c) Re-elect Nicky Hartery as Director For For Management 4(d) Re-elect Patrick Kennedy as Director For For Management 4(e) Re-elect Donald McGovern Jr. as For For Management Director 4(f) Re-elect Heather Ann McSharry as For For Management Director 4(g) Re-elect Albert Manifold as Director For For Management 4(h) Re-elect Senan Murphy as Director For For Management 4(i) Elect Gillian Platt as Director For For Management 4(j) Re-elect Lucinda Riches as Director For For Management 4(k) Re-elect Henk Rottinghuis as Director For For Management 4(l) Re-elect William Teuber Jr. as Director For For Management 5 Authorise Board to Fix Remuneration of For For Management Auditors 6 Reappoint Ernst & Young as Auditors For For Management 7 Authorise Issue of Equity with For For Management Pre-emptive Rights 8 Authorise Issue of Equity without For For Management Pre-emptive Rights 9 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 10 Authorise Market Purchase of Ordinary For For Management Shares 11 Authorise Reissuance of Treasury Shares For For Management 12 Approve Scrip Dividend For For Management -------------------------------------------------------------------------------- DAIMLER AG Ticker: DAI Security ID: D1668R123 Meeting Date: MAR 29, 2017 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2016 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 3.25 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2016 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2016 5.1 Ratify KPMG AG as Auditors for Fiscal For For Management 2017 5.2 Ratify KPMG AG as Auditors for the 2018 For For Management Interim Financial Statements Until the 2018 AGM 6.1 Elect Clemens Boersig to the For For Management Supervisory Board 6.2 Elect Bader Mohammad Al Saad to the For For Management Supervisory Board 7 Approve Remuneration of Supervisory For For Management Board 8 Amend Articles Re: Participation and For For Management Voting at Shareholder Meetings -------------------------------------------------------------------------------- FRESENIUS SE & CO KGAA Ticker: FRE Security ID: D27348263 Meeting Date: MAY 12, 2017 Meeting Type: Annual Record Date: APR 20, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income and For For Management Dividends of EUR 0.62 per Share 3 Approve Discharge of Personally Liable For For Management Partner for Fiscal 2016 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2016 5 Ratify KPMG AG as Auditors for Fiscal For For Management 2017 6 Amend Stock Option Plan For For Management 7 Amend Remuneration of Supervisory Board For For Management -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Ticker: GSK Security ID: G3910J112 Meeting Date: MAY 04, 2017 Meeting Type: Annual Record Date: MAY 02, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Elect Emma Walmsley as Director For For Management 5 Elect Dr Vivienne Cox as Director For For Management 6 Elect Dr Patrick Vallance as Director For For Management 7 Re-elect Philip Hampton as Director For For Management 8 Re-elect Sir Roy Anderson as Director For For Management 9 Re-elect Vindi Banga as Director For For Management 10 Re-elect Simon Dingemans as Director For For Management 11 Re-elect Lynn Elsenhans as Director For For Management 12 Re-elect Dr Jesse Goodman as Director For For Management 13 Re-elect Judy Lewent as Director For For Management 14 Re-elect Urs Rohner as Director For For Management 15 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors 16 Authorise the Audit & Risk Committee to For For Management Fix Remuneration of Auditors 17 Authorise EU Political Donations and For For Management Expenditure 18 Authorise Issue of Equity with For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Issue of Equity with For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Approve the Exemption from Statement of For For Management the Name of the Senior Statutory Auditor in Published Copies of the Auditors' Reports 23 Authorise the Company to Call General For Against Management Meeting with Two Weeks' Notice 24 Approve Performance Share Plan For For Management 25 Approve Deferred Annual Bonus Plan For For Management -------------------------------------------------------------------------------- GREAT PORTLAND ESTATES PLC Ticker: GPOR Security ID: G40712179 Meeting Date: MAY 17, 2017 Meeting Type: Special Record Date: MAY 15, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Share Consolidation For For Management 2 Authorise Issue of Equity with For For Management Pre-emptive Rights 3 Authorise Issue of Equity without For For Management Pre-emptive Rights 4 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 5 Authorise Market Purchase of Ordinary For For Management Shares -------------------------------------------------------------------------------- IMPERIAL BRANDS PLC Ticker: IMB Security ID: G4721W102 Meeting Date: FEB 01, 2017 Meeting Type: Annual Record Date: JAN 30, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Approve Final Dividend For For Management 5 Re-elect Alison Cooper as Director For For Management 6 Elect Therese Esperdy as Director For For Management 7 Re-elect David Haines as Director For For Management 8 Re-elect Matthew Phillips as Director For For Management 9 Elect Steven Stanbrook as Director For For Management 10 Re-elect Oliver Tant as Director For For Management 11 Re-elect Mark Williamson as Director For For Management 12 Re-elect Karen Witts as Director For For Management 13 Re-elect Malcolm Wyman as Director For For Management 14 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors 15 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 16 Authorise EU Political Donations and For For Management Expenditure 17 Authorise Issue of Equity with For For Management Pre-emptive Rights 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Authorise the Company to Call General For Against Management Meeting with Two Weeks' Notice 21 Adopt New Articles of Association For For Management -------------------------------------------------------------------------------- ING GROEP NV Ticker: INGA Security ID: N4578E595 Meeting Date: MAY 08, 2017 Meeting Type: Annual Record Date: APR 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2a Receive Report of Management Board None None Management (Non-Voting) 2b Receive Announcements on Sustainability None None Management 2c Receive Report of Supervisory Board None None Management (Non-Voting) 2d Discuss Remuneration Report None None Management 2e Adopt Financial Statements and For For Management Statutory Reports 3a Receive Explanation on Profit Retention None None Management and Distribution Policy 3b Approve Dividends of EUR 0.66 Per Share For For Management 4a Approve Discharge of Management Board For For Management 4b Approve Discharge of Supervisory Board For For Management 5a Receive Information on Deferral Period None None Management in the Remuneration Policy for Members of the Executive Board 5b Approve Increase Maximum Ratio Between For For Management Fixed and Variable Components of Remuneration 6a Reelect Ralph Hamers to Management For For Management Board 6b Elect Steven van Rijswijk to For For Management Management Board 6c Elect Koos Timmermans to Management For For Management Board 7a Reelect Hermann-Josef Lamberti to For For Management Supervisory Board 7b Reelect Robert Reibestein to For For Management Supervisory Board 7c Reelect Jeroen van der Veer to For For Management Supervisory Board 7d Elect Jan Peter Balkenende to For For Management Supervisory Board 7e Elect Margarete Haase to Supervisory For For Management Board 7f Elect Hans Wijers to Supervisory Board For For Management 8a Authorize Issuance of Shares with For For Management Preemptive Rights up to 40 Percent of the Issued Share Capital 8b Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital and Restricting/Excluding Preemptive Rights 9 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 10 Other Business (Non-Voting) None None Management -------------------------------------------------------------------------------- KONINKLIJKE KPN NV Ticker: KPN Security ID: N4297B146 Meeting Date: APR 12, 2017 Meeting Type: Annual Record Date: MAR 15, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Report of Management Board None None Management (Non-Voting) 3 Receive Remuneration Report Containing None None Management Remuneration Policy for Management Board Members 4 Adopt Financial Statements and For For Management Statutory Reports 5 Receive Explanation on Company's None None Management Reserves and Dividend Policy 6 Approve Dividends of EUR 0.125 Per For For Management Share 7 Approve Discharge of Management Board For For Management 8 Approve Discharge of Supervisory Board For For Management 9 Ratify Ernst & Young as Auditors For For Management 10 Announce Intention to Reappoint None None Management Farwerck to the Management Board 11 Opportunity to Make Recommendations None None Management 12 Elect D.J. Haank to Supervisory Board For For Management 13 Elect C.J. Garcia Moreno Elizondo to For Against Management Supervisory Board 14 Announce Vacancies on the Board None None Management 15 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 16 Approve Cancellation of Repurchased For For Management Shares 17 Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital 18 Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances 19 Close Meeting None None Management -------------------------------------------------------------------------------- LLOYDS BANKING GROUP PLC Ticker: LLOY Security ID: G5533W248 Meeting Date: MAY 11, 2017 Meeting Type: Annual Record Date: MAY 09, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Re-elect Lord Blackwell as Director For For Management 3 Re-elect Juan Colombas as Director For For Management 4 Re-elect George Culmer as Director For For Management 5 Re-elect Alan Dickinson as Director For For Management 6 Re-elect Anita Frew as Director For For Management 7 Re-elect Simon Henry as Director For For Management 8 Re-elect Antonio Horta-Osorio as For For Management Director 9 Re-elect Deborah McWhinney as Director For For Management 10 Re-elect Nick Prettejohn as Director For For Management 11 Re-elect Stuart Sinclair as Director For For Management 12 Re-elect Sara Weller as Director For For Management 13 Approve Remuneration Policy For For Management 14 Approve Remuneration Report For For Management 15 Approve Final Dividend For For Management 16 Approve Special Dividend For For Management 17 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors 18 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 19 Approve Sharesave Scheme For For Management 20 Authorise EU Political Donations and For For Management Expenditure 21 Approve Re-designation of Limited For For Management Voting Shares 22 Authorise Issue of Equity with For For Management Pre-emptive Rights 23 Authorise Issue of Equity in Relation For For Management to the Issue of Regulatory Capital Convertible Instruments 24 Authorise Issue of Equity without For For Management Pre-emptive Rights 25 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 26 Authorise Issue of Equity without For For Management Pre-emptive Rights in Relation to the Issue of Regulatory Capital Convertible Instruments 27 Authorise Market Purchase of Ordinary For For Management Shares 28 Authorise Market Purchase of Preference For For Management Shares 29 Adopt New Articles of Association For For Management 30 Authorise the Company to Call General For Against Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- NESTLE SA Ticker: NESN Security ID: H57312649 Meeting Date: APR 06, 2017 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports 1.2 Approve Remuneration Report For Against Management 2 Approve Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Dividends of CHF 2.30 per Share 4.1a Reelect Paul Bulcke as Director For For Management 4.1b Reelect Andreas Koopmann as Director For For Management 4.1c Reelect Henri de Castries as Director For For Management 4.1d Reelect Beat W. Hess as Director For For Management 4.1e Reelect Renato Fassbind as Director For For Management 4.1f Reelect Steven G. Hoch as Director For For Management 4.1g Reelect Naina Lal Kidwai as Director For For Management 4.1h Reelect Jean-Pierre Roth as Director For For Management 4.1i Reelect Ann M. Veneman as Director For For Management 4.1j Reelect Eva Cheng as Director For For Management 4.1k Reelect Ruth K. Oniang'o as Director For For Management 4.1l Reelect Patrick Aebischer as Director For For Management 4.2a Elect Ulf Mark Schneider as Director For For Management 4.2b Elect Ursula M. Burns as Director For For Management 4.3 Elect Paul Bulcke as Board Chairman For For Management 4.4a Appoint Beat W. Hess as Member of the For For Management Compensation Committee 4.4b Appoint Andreas Koopmann as Member of For For Management the Compensation Committee 4.4c Appoint Jean-Pierre Roth as Member of For For Management the Compensation Committee 4.4d Appoint Patrick Aebischer as Member of For For Management the Compensation Committee 4.5 Ratify KPMG AG as Auditors For For Management 4.6 Designate Hartmann Dreyer as For For Management Independent Proxy 5.1 Approve Remuneration of Directors in For For Management the Amount of CHF 10 Million 5.2 Approve Remuneration of Executive For For Management Committee in the Amount of CHF 60 Million 6 Transact Other Business (Voting) Against Against Management -------------------------------------------------------------------------------- NOVARTIS AG Ticker: NOVN Security ID: H5820Q150 Meeting Date: FEB 28, 2017 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Dividends of CHF 2.75 per Share 4 Approve CHF 5.14 Million Reduction in For For Management Share Capital via Cancellation of Repurchased Shares 5.1 Approve Maximum Remuneration of For For Management Directors in the Amount of CHF 8.5 Million 5.2 Approve Maximum Remuneration of For For Management Executive Committee in the Amount of CHF 99 Million 5.3 Approve Remuneration Report For For Management (Non-Binding) 6.1 Reelect Joerg Reinhardt as Director and For For Management Chairman 6.2 Reelect Nancy C. Andrews as Director For For Management 6.3 Reelect Dimitri Azar as Director For For Management 6.4 Reelect Ton Buechner as Director For For Management 6.5 Reelect Srikant Datar as Director For For Management 6.6 Reelect Elizabeth Doherty as Director For For Management 6.7 Reelect Ann Fudge as Director For For Management 6.8 Reelect Pierre Landolt as Director For For Management 6.9 Reelect Andreas von Planta as Director For For Management 6.10 Reelect Charles L. Sawyers as Director For For Management 6.11 Reelect Enrico Vanni as Director For For Management 6.12 Reelect William T. Winters as Director For For Management 6.13 Elect Frans van Houten as Director For For Management 7.1 Appoint Srikant Datar as Member of the For For Management Compensation Committee 7.2 Appoint Ann Fudge as Member of the For For Management Compensation Committee 7.3 Appoint Enrico Vanni as Member of the For For Management Compensation Committee 7.4 Appoint William T. Winters as Member of For For Management the Compensation Committee 8 Ratify PricewaterhouseCoopers AG as For For Management Auditors 9 Designate Peter Andreas Zahn as For For Management Independent Proxy 10 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- NOVO NORDISK A/S Ticker: NOVO B Security ID: K72807132 Meeting Date: MAR 23, 2017 Meeting Type: Annual Record Date: MAR 16, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Report of Board None None Management 2 Accept Financial Statements and For For Management Statutory Reports 3.1 Approve Remuneration of Directors for For For Management 2016 3.2 Approve Remuneration of Directors for For For Management 2017 4 Approve Allocation of Income and For For Management Dividends of DKK 7.60 Per Share 5.1 Reelect Goran Ando as Director and For For Management Chairman 5.2 Reelect Jeppe Christiansen as Director For For Management and Deputy Chairman 5.3a Reelect Brian Daniels as Director For For Management 5.3b Reelect Sylvie Gregoire as Director For For Management 5.3c Reelect Liz Hewitt as Director For For Management 5.3d Elect Kasim Kutay as Director For For Management 5.3e Elect Helge Lund as Director For For Management 5.3f Reelect Mary Szela as Director For For Management 6 Ratify PricewaterhouseCoopers as For For Management Auditors 7.1 Approve DKK 10 Million Reduction in For For Management Share Capital via Share Cancellation 7.2 Authorize Share Repurchase Program For For Management 7.3 Approve Guidelines for Incentive-Based For For Management Compensation for Executive Management and Board 8.1 Free Parking for the Shareholders in Against Against Shareholder Connection with the Shareholders' Meeting 8.2 The Buffet after the Shareholders' Against Against Shareholder Meeting is Served as Set Table Catering 9 Other Business None None Management -------------------------------------------------------------------------------- PRUDENTIAL PLC Ticker: PRU Security ID: G72899100 Meeting Date: MAY 18, 2017 Meeting Type: Annual Record Date: MAY 16, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve the Revised Remuneration Policy For For Management 4 Elect Anne Richards as Director For For Management 5 Re-elect Sir Howard Davies as Director For For Management 6 Re-elect John Foley as Director For For Management 7 Re-elect Penelope James as Director For For Management 8 Re-elect David Law as Director For For Management 9 Re-elect Paul Manduca as Director For For Management 10 Re-elect Kaikhushru Nargolwala as For For Management Director 11 Re-elect Nicolaos Nicandrou as Director For For Management 12 Re-elect Anthony Nightingale as For For Management Director 13 Re-elect Philip Remnant as Director For For Management 14 Re-elect Alice Schroeder as Director For For Management 15 Re-elect Barry Stowe as Director For For Management 16 Re-elect Lord Turner as Director For For Management 17 Re-elect Michael Wells as Director For For Management 18 Re-elect Tony Wilkey as Director For For Management 19 Reappoint KPMG LLP as Auditors For For Management 20 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 21 Authorise EU Political Donations and For For Management Expenditure 22 Authorise Issue of Equity with For For Management Pre-emptive Rights 23 Authorise Issue of Equity with For For Management Pre-emptive Rights to Include Repurchased Shares 24 Authorise Issue of Equity without For For Management Pre-emptive Rights 25 Authorise Issue of Equity in Connection For For Management with the Issue of Mandatory Convertible Securities 26 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with the Issue of Mandatory Convertible Securities 27 Authorise Market Purchase of Ordinary For For Management Shares 28 Authorise the Company to Call General For Against Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- PUBLICIS GROUPE Ticker: PUB Security ID: F7607Z165 Meeting Date: MAY 31, 2017 Meeting Type: Annual/Special Record Date: MAY 26, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.85 per Share 4 Approve Stock Dividend Program (Cash or For For Management New Shares) 5 Acknowledge Auditors' Special Report on For For Management Related-Party Transactions Mentioning the Absence of New Transactions 6 Reelect Simon Badinter as Supervisory For For Management Board Member 7 Reelect Jean Charest as Supervisory For For Management Board Member 8 Elect Maurice Levy as Member of the For Against Management Supervisory Board and Approve Remuneration Policy of Maurice Levy as Chairman of the Supervisory Board from June 1, 2017 9 Renew Appointment of Cabinet Mazars as For For Management Auditor 10 Non-Binding Vote on Compensation of For For Management Elisabeth Badinter, Chairman of the Supervisory Board 11 Non-Binding Vote on Compensation of For Against Management Maurice Levy in title of FY16 and Approve Remuneration Policy of Maurice Levy as Management Board Chairman until May 31, 2017 12 Non-Binding Vote on Compensation of For Against Management Kevin Roberts, Member of the Management Board until Aug. 31, 2016 13 Non-Binding Vote on Compensation of For Against Management Jean-Michel Etienne, Member of the Management Board 14 Non-Binding Vote on Compensation of For Against Management Anne-Gabrielle Heilbronner, Member of the Management Board 15 Approve Remuneration Policy of Members For For Management of the Supervisory Board 16 Approve Remuneration Policy of For For Management Elisabeth Badinter, Chairman of the Supervisory Board until May 31, 2017 17 Approve Remuneration Policy of Arthur For For Management Sadoun, New Chairman of the Management Board from June 1, 2017 18 Approve Remuneration Policy of For For Management Jean-Michel Etienne, Member of the Management Board 19 Approve Remuneration Policy of For For Management Anne-Gabrielle Heilbronner, Member of the Management Board 20 Approve Remuneration Policy of Steve For For Management King, New Member of the Management Board from June 1, 2017 21 Approve Termination Package of Arthur For For Management Sadoun, Chairman of the Management Board from June 1, 2017 22 Approve Termination Package of Steve For For Management King, New Member of the Management Board from June 1, 2017 23 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 24 Authorize Decrease in Share Capital via For For Management Cancellation of Repurchased Shares 25 Authorize Board to Set Issue Price for For For Management 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights 26 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 27 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 28 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans for International Employees 29 Amend Article 13 of Bylaws Re: Employee For For Management Representatives 30 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- RECKITT BENCKISER GROUP PLC Ticker: RB. Security ID: G74079107 Meeting Date: MAY 04, 2017 Meeting Type: Annual Record Date: MAY 02, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Re-elect Adrian Bellamy as Director For For Management 5 Re-elect Nicandro Durante as Director For For Management 6 Re-elect Mary Harris as Director For For Management 7 Re-elect Adrian Hennah as Director For For Management 8 Re-elect Kenneth Hydon as Director For For Management 9 Re-elect Rakesh Kapoor as Director For For Management 10 Re-elect Pamela Kirby as Director For For Management 11 Re-elect Andre Lacroix as Director For For Management 12 Re-elect Chris Sinclair as Director For For Management 13 Re-elect Judith Sprieser as Director For For Management 14 Re-elect Warren Tucker as Director For For Management 15 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors 16 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 17 Authorise EU Political Donations and For For Management Expenditure 18 Authorise Issue of Equity with For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Authorise the Company to Call General For Against Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- RECKITT BENCKISER GROUP PLC Ticker: RB. Security ID: G74079107 Meeting Date: MAY 31, 2017 Meeting Type: Special Record Date: MAY 26, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition of Mead Johnson For For Management Nutrition Company -------------------------------------------------------------------------------- RELX NV Ticker: REN Security ID: N7364X107 Meeting Date: APR 19, 2017 Meeting Type: Annual Record Date: MAR 22, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Report of Management Board None None Management (Non-Voting) 3.a Amend Remuneration Policy For For Management 3.b Amend Restricted Stock Plan For For Management 3.c Approve Addition of a Deferred Share For For Management Element to the Annual Incentive Plan 4 Discuss Remuneration Report Containing None None Management Remuneration Policy for Management Board Members 5 Adopt Financial Statements and For For Management Statutory Reports 6 Approve Dividends of EUR 0.423 Per For For Management Share 7.a Approve Discharge of Executive For For Management Directors 7.b Approve Discharge of Non-Executive For For Management Directors 8 Ratify Ernst & Young as Auditor For For Management 9.a Reelect Anthony Habgood as For For Management Non-Executive Director 9.b Reelect Wolfhart Hauser as For For Management Non-Executive Director 9.c Reelect Adrian Hennah as Non-Executive For For Management Director 9.d Reelect Marike van Lier Lels as For For Management Non-Executive Director 9.e Reelect Robert MacLeod as Non-Executive For For Management Director 9.f Relect Carol Mills as Non-Executive For For Management Director 9.g Reelect Linda Sanford as Non-Executive For For Management Director 9.h Reelect Ben van der Veer as For For Management Non-Executive Director 10.a Reelect Erik Engstrom as Executive For For Management Director 10.b Reelect Nick Luff as Executive Director For For Management 11.a Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 11.b Approve Cancellation of up to 50 For For Management Million Ordinary Shares Held in Treasury 12.a Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger 12.b Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances under Item 12.a 13 Other Business (Non-Voting) None None Management 14 Close Meeting None None Management -------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Ticker: RDSA Security ID: G7690A100 Meeting Date: MAY 23, 2017 Meeting Type: Annual Record Date: MAY 19, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Elect Catherine Hughes as Director For For Management 5 Elect Roberto Setubal as Director For For Management 6 Re-elect Ben van Beurden as Director For For Management 7 Re-elect Guy Elliott as Director For For Management 8 Re-elect Euleen Goh as Director For For Management 9 Re-elect Charles Holliday as Director For For Management 10 Re-elect Gerard Kleisterlee as Director For For Management 11 Re-elect Sir Nigel Sheinwald as For For Management Director 12 Re-elect Linda Stuntz as Director For For Management 13 Elect Jessica Uhl as Director For For Management 14 Re-elect Hans Wijers as Director For For Management 15 Re-elect Gerrit Zalm as Director For For Management 16 Reappoint Ernst & Young LLP as Auditors For For Management 17 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 18 Authorise Issue of Equity with For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Market Purchase of Ordinary For For Management Shares 21 Request Shell to Set and Publish Against Against Shareholder Targets for Reducing Greenhouse Gas (GHG) Emissions -------------------------------------------------------------------------------- SAP SE Ticker: SAP Security ID: D66992104 Meeting Date: MAY 10, 2017 Meeting Type: Annual Record Date: APR 18, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2016 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 1.25 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2016 4 Approve Discharge of Supervisory Board For Against Management for Fiscal 2016 5 Ratify KPMG AG as Auditors for Fiscal For For Management 2017 -------------------------------------------------------------------------------- SCHNEIDER ELECTRIC SE Ticker: SU Security ID: F86921107 Meeting Date: APR 25, 2017 Meeting Type: Annual/Special Record Date: APR 20, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Losses and For For Management Dividends of EUR 2.04 per Share 4 Approve Auditors' Special Report on For For Management Related-Party Transactions 5 Non-Binding Vote on Compensation of For For Management Jean Pascal Tricoire 6 Non-Binding Vote on Compensation of For For Management Emmanuel Babeau 7 Approve remuneration policy of CEO and For For Management Chairman 8 Approve remuneration policy of Vice-CEO For For Management 9 Reelect Jean-Pascal Tricoire as For For Management Director 10 Elect Nadine Bouquin as a Abstain Against Management Representative of Employee Shareholders to the Board 11 Elect Claude Briquet as a Abstain Against Management Representative of Employee Shareholders to the Board 12 Elect Xiaoyun Ma as a Representative of For For Management Employee Shareholders to the Board 13 Elect Francois Martin-Festa as a Abstain Against Management Representative of Employee Shareholders to the Board 14 Elect Jean-Michel Vedrine as a Abstain Against Management Representative of Employee Shareholders to the Board 15 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 2 Million 16 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 17 Amend Article 11 of Bylaws Re: Election For For Management of Employee Shareholders Representative to the board 18 Amend Article 19 of Bylaws to Comply For For Management with Legal Changes 19 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 800 Million 20 Authorize Capitalization of Reserves of For For Management Up to EUR 800 Million for Bonus Issue or Increase in Par Value 21 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 230 Million 22 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above or Vote under Item 19 of this Agenda 23 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 24 Approve Issuance of Equity or For For Management Equity-Linked Securities for up to 4.85 Percent of Issued Capital Per Year for Private Placements up to Aggregate Nominal Amount of EUR 115 Million 25 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 26 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries 27 Authorize Decrease in Share Capital via For For Management Cancellation of Repurchased Shares 28 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- SIEMENS AG Ticker: SIE Security ID: D69671218 Meeting Date: FEB 01, 2017 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2015/2016 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 3.60 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2015/2016 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2015/2016 5 Ratify Ernst & Young GmbH as Auditors For For Management for Fiscal 2016/2017 -------------------------------------------------------------------------------- SUEZ Ticker: SEV Security ID: F6327G101 Meeting Date: MAY 10, 2017 Meeting Type: Annual/Special Record Date: MAY 05, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 0.65 per Share 4 Ratify Appointment of Francesco For For Management Caltagirone as Director 5 Approve Auditors' Special Report on For For Management Related-Party Transactions Regarding Ongoing Transactions 6 Approve Remuneration Policy for For For Management Chairman 7 Non-Binding Vote on Compensation of For For Management Gerard Mestrallet, Chairman 8 Approve Remuneration Policy for CEO For For Management 9 Non-Binding Vote on Compensation of For For Management Jean-Louis Chaussade, CEO 10 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 11 Authorize Decrease in Share Capital via For For Management Cancellation of Repurchased Shares 12 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 451 Million 13 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 226 Million 14 Approve Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights for Private Placements, up to Aggregate Nominal Amount of EUR 226 Million 15 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 16 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 17 Authorize Capital Increase of Up to EUR For For Management 226 Million for Future Exchange Offers 18 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 19 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans Reserved forEmployees of International Subsidiaries 20 Approve Restricted Stock Plan in For For Management Connection with Employee Stock Purchase Plans 21 Set Total Limit for Capital Increase to For For Management Result from Issuance Requests under Items 12-20 at EUR 451 Million 22 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- SWATCH GROUP AG Ticker: UHR Security ID: H83949141 Meeting Date: MAY 23, 2017 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Dividends of CHF 1.35 per Registered Share and CHF 6.75 per Bearer Shares 4.1.1 Approve Fixed Remuneration of For For Management Non-Executive Directors in the Amount of CHF 1 Million 4.1.2 Approve Fixed Remuneration of Executive For For Management Directors in the Amount of CHF 2.6 Million 4.2 Approve Fixed Remuneration of Executive For For Management Committee in the Amount of CHF 6.0 Million 4.3 Approve Variable Remuneration of For Against Management Executive Directors in the Amount of CHF 6.5 Million 4.4 Approve Variable Remuneration of For Against Management Executive Committee in the Amount of CHF 18.1 Million 5.1 Elect Nayla Hayek as Director For For Management 5.2 Elect Ernst Tanner as Director For For Management 5.3 Elect Daniela Aeschlimann as Director For For Management 5.4 Elect Georges N. Hayek as Director For For Management 5.5 Elect Claude Nicollier as Director For For Management 5.6 Elect Jean-Pierre Roth as Director For For Management 5.7 Elect Nayla Hayek as Board Chairman For For Management 6.1 Appoint Nayla Hayek as Member of the For For Management Compensation Committee 6.2 Appoint Ernst Tanner as Member of the For For Management Compensation Committee 6.3 Appoint Daniela Aeschlimann as Member For For Management of the Compensation Committee 6.4 Appoint Georges N. Hayek as Member of For For Management the Compensation Committee 6.5 Appoint Claude Nicollier as Member of For For Management the Compensation Committee 6.6 Appoint Jean-Pierre Roth as Member of For For Management the Compensation Committee 7 Designate Bernhard Lehmann as For For Management Independent Proxy 8 Ratify PricewaterhouseCoopers Ltd as For For Management Auditors 9 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- SYMRISE AG Ticker: SY1 Security ID: D827A1108 Meeting Date: MAY 17, 2017 Meeting Type: Annual Record Date: APR 25, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2016 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 0.85 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2016 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2016 5 Ratify Ernst & Young as Auditors for For For Management Fiscal 2017 6 Approve Issuance of Warrants/Bonds with For For Management Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 1.5 Billion; Approve Creation of EUR 20 Million Pool of Conditional Capital to Guarantee Conversion Rights -------------------------------------------------------------------------------- UNILEVER NV Ticker: UNA Security ID: N8981F271 Meeting Date: APR 26, 2017 Meeting Type: Annual Record Date: MAR 29, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Discussion of the Annual Report and None None Management Accounts for the 2016 financial year 2 Approve Financial Statements and For For Management Allocation of Income 3 Approve Discharge of Executive Board For For Management Members 4 Approve Discharge of Non-Executive For For Management Board Members 5 Approve Remuneration Policy for For For Management Management Board Members 6 Approve Unilever Share Plan 2017 For For Management 7 Elect N.S. Andersen as Non-Executive For For Management Board Member 8 Elect L.M. Cha as Non-Executive Board For For Management Member 9 Elect V. Colao as Non-Executive Board For For Management Member 10 Elect M Dekkers as Non-Executive Board For For Management Member 11 Elect A.M. Fudge as Non-Executive Board For For Management Member 12 Elect J. Hartmann as Non-Executive For For Management Board Member 13 Elect M. Ma as Non-Executive Board For For Management Member 14 Elect S Masiyiwa as Non-Executive Board For For Management Member 15 Elect Y.Moon as Non-Executive Board For For Management Member 16 Elect G. Pitkethly as Executive Board For For Management Member 17 Elect P.G.J.M. Polman as Executive For For Management Board Member 18 Elect J. Rishton as Non-Executive Board For For Management Member 19 Elect F. Sijbesma as Non-Executive For For Management Board Member 20 Ratify KPMG as Auditors For For Management 21 Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger 22 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 23 Approve Cancellation of Repurchased For For Management Shares -------------------------------------------------------------------------------- VODAFONE GROUP PLC Ticker: VOD Security ID: G93882192 Meeting Date: JUL 29, 2016 Meeting Type: Annual Record Date: JUL 27, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Re-elect Gerard Kleisterlee as Director For For Management 3 Re-elect Vittorio Colao as Director For For Management 4 Re-elect Nick Read as Director For For Management 5 Re-elect Sir Crispin Davis as Director For For Management 6 Re-elect Dr Mathias Dopfner as Director For For Management 7 Re-elect Dame Clara Furse as Director For For Management 8 Re-elect Valerie Gooding as Director For For Management 9 Re-elect Renee James as Director For For Management 10 Re-elect Samuel Jonah as Director For For Management 11 Re-elect Nick Land as Director For For Management 12 Elect David Nish as Director For For Management 13 Re-elect Philip Yea as Director For For Management 14 Approve Final Dividend For For Management 15 Approve Remuneration Report For For Management 16 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors 17 Authorise the Audit and Risk Committee For For Management to Fix Remuneration of Auditors 18 Authorise Issue of Equity with For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Authorise EU Political Donations and For For Management Expenditure 23 Authorise the Company to Call General For Against Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- VOLVO AB Ticker: VOLV B Security ID: 928856301 Meeting Date: APR 04, 2017 Meeting Type: Annual Record Date: MAR 29, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Elect Chairman of Meeting For For Management 3 Prepare and Approve List of For For Management Shareholders 4 Approve Agenda of Meeting For For Management 5 Designate Inspector(s) of Minutes of For For Management Meeting 6 Acknowledge Proper Convening of Meeting For For Management 7 Receive Board's Report None None Management 8 Receive Financial Statements and None None Management Statutory Reports; Receive President's Report 9 Accept Financial Statements and For For Management Statutory Reports 10 Approve Allocation of Income and For For Management Dividends of SEK 3.25 Per Share 11 Approve Discharge of Board and For For Management President 12 Determine Number of Members (11) and For For Management Deputy Members (0) of Board 13 Approve Remuneration of Directors in For Against Management the Amount of SEK 3.4 Million for Chairman and SEK 1.0 Million for Other Directors; Approve Remuneration for Committee Work 14a Reelect Matti Alahuhta as Director For For Management 14b Reelect Eckhard Cordes as Director For For Management 14c Reelect James Griffith as Director For For Management 14d Reelect Martin Lundstedt as Director For For Management 14e Reelect Kathryn Marinello as Director For Against Management 14f Reelect Martina Merz as Director For For Management 14g Reelect Hanna de Mora as Director For For Management 14h Reelect Hakan Samuelsson as Director For For Management 14i Reelect Helena Stjernholm as Director For Against Management 14j Reelect Carl-Henric Svenberg as For For Management Director 14k Reelect Lars Westerberg as Director For For Management 15 Reelect Carl-Henric Svanberg as Board For For Management Chairman 16 Authorize Chairman of Board, Bengt For For Management Kjell, Lars Forberg, Yngve Slungstad and Par Boman to Serve on Election Committee 17 Amend Instructions for Election For For Management Committee 18 Approve Remuneration Policy And Other For For Management Terms of Employment For Executive Management 19a Instruct Board to Formulate a Company None Against Shareholder Policy for Paying Corporate Tax to Present to the AGM 2018 19b1 Instruct Board to Initiate an None Against Shareholder Independent Review of the Company's Use of Private Jets 19b2 Instruct Board to Formulate a Company None Against Shareholder Policy to Ban the Use of Private Jets Throughout the Company, to Present to the AGM 2018 19c Instruct Board to Initiate an None Against Shareholder Independent Review of Representation Hunts 19d Require Board to as From 2017 Include None Against Shareholder Results from Employee Survey in Annual and Sustainability Report 19e1 Instruct Board to Develop a Whistle None Against Shareholder Blower Function 19e2 Require Board to as From 2017 Include None Against Shareholder Potential Whistle Blowing Incidents in Annual and Sustainability Report 19f Discontinue Variable Compensation Plans None Against Shareholder to Senior Executives of Company 19g1 Instruct Board to Formulate a Company None Against Shareholder Policy to Support Political Engagement by Employees, to Present to the AGM 2018 19g2 Require Board to, as from 2017, Include None Against Shareholder Number of Politically Engaged Employees in Annual and Sustainability Report 19h Amend Articles Re: Company Purpose None Against Shareholder -------------------------------------------------------------------------------- ZURICH INSURANCE GROUP AG Ticker: ZURN Security ID: H9870Y105 Meeting Date: MAR 29, 2017 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1.1 Accept Financial Statements and For For Management Statutory Reports 1.2 Approve Remuneration Report For For Management 2.1 Approve Allocation of Income and For For Management Dividends of CHF 11.30 per Share from Available Earnings 2.2 Approve Dividends of CHF 5.70 per Share For For Management from Capital Contribution Reserves 3 Approve Discharge of Board and Senior For For Management Management 4.1a Reelect Tom de Swaan as Director and For For Management Board Chairman 4.1b Reelect Joan Amble as Director For For Management 4.1c Reelect Susan Bies as Director For For Management 4.1d Reelect Alison Carnwath as Director For For Management 4.1e Reelect Christoph Franz as Director For For Management 4.1f Reelect Jeffrey Hayman as Director For For Management 4.1g Reelect Fred Kindle as Director For For Management 4.1h Reelect Monica Maechler as Director For For Management 4.1i Reelect Kishore Mahbubani as Director For For Management 4.1j Reelect David Nish as Director For For Management 4.1k Elect Catherine Bessant as Director For For Management 4.2.1 Appoint Tom de Swaan as Member of the For For Management Compensation Committee 4.2.2 Appoint Christoph Franz as Member of For For Management the Compensation Committee 4.2.3 Appoint Fred Kindle as Member of the For For Management Compensation Committee 4.2.4 Appoint Kishore Mahbubani as Member of For For Management the Compensation Committee 4.3 Designate Andreas Keller as Independent For For Management Proxy 4.4 Ratify PricewaterhouseCoopers AG as For For Management Auditors 5.1 Approve Maximum Remuneration of Board For For Management of Directors Until 2018 AGM in the Amount of CHF 5 Million 5.2 Approve Maximum Remuneration of For For Management Executive Committee for Fiscal 2018 in the Amount of CHF 74.3 Million 6 Approve Creation of CHF 4.5 Million For For Management Pool of Authorized Share Capital with Partial Exclusion of Preemptive Rights and CHF 3 Million Pool of Contingent Share Capital without Preemptive Rights 7 Amend Articles Re: Resolutions and For For Management Elections, Duties and Competencies of the Board, Transfer of Competencies, Board Resolutions and Minutes, and Loans to Board Members or Executives 8 Transact Other Business (Voting) For Against Management =========== Morgan Stanley Variable Investment Series - Income Plus =========== =========== Portfolio =========== There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ============= Morgan Stanley Variable Investment Series - Limited ============= ============= Duration Portfolio ============= There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ============ Morgan Stanley Variable Investment Series - Multi Cap ============ ============ Growth Portfolio ============ ALNYLAM PHARMACEUTICALS, INC. Ticker: ALNY Security ID: 02043Q107 Meeting Date: MAY 02, 2017 Meeting Type: Annual Record Date: MAR 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael W. Bonney For For Management 1.2 Elect Director John M. Maraganore For For Management 1.3 Elect Director Paul R. Schimmel For For Management 1.4 Elect Director Phillip A. Sharp For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 23, 2017 Meeting Type: Annual Record Date: MAR 29, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jeffrey P. Bezos For For Management 1b Elect Director Tom A. Alberg For For Management 1c Elect Director John Seely Brown For For Management 1d Elect Director Jamie S. Gorelick For For Management 1e Elect Director Daniel P. Huttenlocher For For Management 1f Elect Director Judith A. McGrath For For Management 1g Elect Director Jonathan J. Rubinstein For For Management 1h Elect Director Thomas O. Ryder For For Management 1i Elect Director Patricia Q. Stonesifer For For Management 1j Elect Director Wendell P. Weeks For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years 5 Amend Omnibus Stock Plan For For Management 6 Report on Use of Criminal Background Against Against Shareholder Checks in Hiring 7 Include Sustainability as a Performance Against Against Shareholder Measure for Senior Executive Compensation 8 Provide Vote Counting to Exclude Against Against Shareholder Abstentions -------------------------------------------------------------------------------- ATHENAHEALTH, INC. Ticker: ATHN Security ID: 04685W103 Meeting Date: JUN 07, 2017 Meeting Type: Annual Record Date: APR 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Amy Abernethy For For Management 1.2 Elect Director Jonathan Bush For For Management 1.3 Elect Director Brandon Hull For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- FACEBOOK, INC. Ticker: FB Security ID: 30303M102 Meeting Date: JUN 01, 2017 Meeting Type: Annual Record Date: APR 07, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For Withhold Management 1.2 Elect Director Erskine B. Bowles For Withhold Management 1.3 Elect Director Susan D. For For Management Desmond-Hellmann 1.4 Elect Director Reed Hastings For For Management 1.5 Elect Director Jan Koum For For Management 1.6 Elect Director Sheryl K. Sandberg For For Management 1.7 Elect Director Peter A. Thiel For For Management 1.8 Elect Director Mark Zuckerberg For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Report on Public Policy Issues Against Against Shareholder Associated with Fake News 6 Gender Pay Gap Against For Shareholder 7 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ILLUMINA, INC. Ticker: ILMN Security ID: 452327109 Meeting Date: MAY 30, 2017 Meeting Type: Annual Record Date: APR 07, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Caroline D. Dorsa For For Management 1b Elect Director Robert S. Epstein For For Management 1c Elect Director Philip W. Schiller For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Eliminate Supermajority Vote For For Management Requirement -------------------------------------------------------------------------------- INTUITIVE SURGICAL, INC. Ticker: ISRG Security ID: 46120E602 Meeting Date: APR 20, 2017 Meeting Type: Annual Record Date: FEB 24, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Craig H. Barratt For For Management 1.2 Elect Director Michael A. Friedman For For Management 1.3 Elect Director Gary S. Guthart For For Management 1.4 Elect Director Amal M. Johnson For For Management 1.5 Elect Director Keith R. Leonard, Jr. For For Management 1.6 Elect Director Alan J. Levy For For Management 1.7 Elect Director Jami Dover Nachtsheim For For Management 1.8 Elect Director Mark J. Rubash For For Management 1.9 Elect Director Lonnie M. Smith For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Amend Qualified Employee Stock Purchase For For Management Plan 6 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- LINKEDIN CORPORATION Ticker: LNKD Security ID: 53578A108 Meeting Date: AUG 19, 2016 Meeting Type: Special Record Date: JUL 18, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management 3 Advisory Vote on Golden Parachutes For Against Management -------------------------------------------------------------------------------- MASTERCARD INCORPORATED Ticker: MA Security ID: 57636Q104 Meeting Date: JUN 27, 2017 Meeting Type: Annual Record Date: APR 27, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard Haythornthwaite For For Management 1b Elect Director Ajay Banga For For Management 1c Elect Director Silvio Barzi For For Management 1d Elect Director David R. Carlucci For For Management 1e Elect Director Steven J. Freiberg For For Management 1f Elect Director Julius Genachowski For For Management 1g Elect Director Merit E. Janow For For Management 1h Elect Director Nancy J. Karch For For Management 1i Elect Director Oki Matsumoto For For Management 1j Elect Director Rima Qureshi For For Management 1k Elect Director Jose Octavio Reyes For For Management Lagunes 1l Elect Director Jackson Tai For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Report on Gender Pay Gap Against Against Shareholder -------------------------------------------------------------------------------- NVIDIA CORPORATION Ticker: NVDA Security ID: 67066G104 Meeting Date: MAY 23, 2017 Meeting Type: Annual Record Date: MAR 24, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert K. Burgess For For Management 1b Elect Director Tench Coxe For For Management 1c Elect Director Persis S. Drell For For Management 1d Elect Director James C. Gaither For For Management 1e Elect Director Jen-Hsun Huang For For Management 1f Elect Director Dawn Hudson For For Management 1g Elect Director Harvey C. Jones For For Management 1h Elect Director Michael G. McCaffery For For Management 1i Elect Director William J. Miller For For Management 1j Elect Director Mark L. Perry For For Management 1k Elect Director A. Brooke Seawell For For Management 1l Elect Director Mark A. Stevens For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- S&P GLOBAL INC. Ticker: SPGI Security ID: 78409V104 Meeting Date: APR 26, 2017 Meeting Type: Annual Record Date: MAR 06, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marco Alvera For For Management 1.2 Elect Director William D. Green For For Management 1.3 Elect Director Charles E. Haldeman, Jr. For For Management 1.4 Elect Director Stephanie C. Hill For For Management 1.5 Elect Director Rebecca Jacoby For For Management 1.6 Elect Director Monique F. Leroux For For Management 1.7 Elect Director Maria R. Morris For For Management 1.8 Elect Director Douglas L. Peterson For For Management 1.9 Elect Director Michael Rake For For Management 1.10 Elect Director Edward B. Rust, Jr. For For Management 1.11 Elect Director Kurt L. Schmoke For For Management 1.12 Elect Director Richard E. Thornburgh For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- SALESFORCE.COM, INC. Ticker: CRM Security ID: 79466L302 Meeting Date: JUN 06, 2017 Meeting Type: Annual Record Date: APR 12, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc Benioff For For Management 1b Elect Director Keith Block For For Management 1c Elect Director Craig Conway For For Management 1d Elect Director Alan Hassenfeld For For Management 1e Elect Director Neelie Kroes For For Management 1f Elect Director Colin Powell For For Management 1g Elect Director Sanford Robertson For For Management 1h Elect Director John V. Roos For For Management 1i Elect Director Robin Washington For For Management 1j Elect Director Maynard Webb For For Management 1k Elect Director Susan Wojcicki For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management 7 Shareholders May Call Special Meeting Against For Shareholder -------------------------------------------------------------------------------- SERVICENOW, INC. Ticker: NOW Security ID: 81762P102 Meeting Date: JUN 13, 2017 Meeting Type: Annual Record Date: APR 18, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John J. Donahoe For For Management 1b Elect Director Charles H. Giancarlo For For Management 1c Elect Director Anita M. Sands For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- SHAKE SHACK INC. Ticker: SHAK Security ID: 819047101 Meeting Date: JUN 12, 2017 Meeting Type: Annual Record Date: APR 17, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Randy Garutti For For Management 1.2 Elect Director Joshua Silverman For For Management 1.3 Elect Director Jonathan D. Sokoloff For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- SPLUNK INC. Ticker: SPLK Security ID: 848637104 Meeting Date: JUN 08, 2017 Meeting Type: Annual Record Date: APR 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John Connors For For Management 1b Elect Director Patricia Morrison For For Management 1c Elect Director Stephen Newberry For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation -------------------------------------------------------------------------------- TENCENT HOLDINGS LTD. Ticker: 700 Security ID: G87572163 Meeting Date: MAY 17, 2017 Meeting Type: Annual Record Date: MAY 12, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a Elect Lau Chi Ping Martin as Director For For Management 3b Elect Charles St Leger Searle as For For Management Director 3c Elect Yang Siu Shun as Director For For Management 3d Authorize Board to Fix Remuneration of For For Management Directors 4 Approve PricewaterhouseCoopers as For For Management Auditor and Authorize Board to Fix Their Remuneration 5 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 6 Authorize Repurchase of Issued Share For For Management Capital 7 Authorize Reissuance of Repurchased For Against Management Shares 8 Adopt 2017 Share Option Scheme For For Management -------------------------------------------------------------------------------- TENCENT HOLDINGS LTD. Ticker: 700 Security ID: G87572163 Meeting Date: MAY 17, 2017 Meeting Type: Special Record Date: MAY 12, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Share Option Plan of Tencent For For Management Music Entertainment Group -------------------------------------------------------------------------------- THE PRICELINE GROUP INC. Ticker: PCLN Security ID: 741503403 Meeting Date: JUN 08, 2017 Meeting Type: Annual Record Date: APR 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy M. Armstrong For For Management 1.2 Elect Director Jeffery H. Boyd For For Management 1.3 Elect Director Jan L. Docter For For Management 1.4 Elect Director Jeffrey E. Epstein For For Management 1.5 Elect Director Glenn D. Fogel For For Management 1.6 Elect Director James M. Guyette For For Management 1.7 Elect Director Robert J. Mylod, Jr. For For Management 1.8 Elect Director Charles H. Noski For For Management 1.9 Elect Director Nancy B. Peretsman For For Management 1.10 Elect Director Thomas E. Rothman For For Management 1.11 Elect Director Craig W. Rydin For For Management 1.12 Elect Director Lynn M. Vojvodich For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- TWITTER, INC. Ticker: TWTR Security ID: 90184L102 Meeting Date: MAY 22, 2017 Meeting Type: Annual Record Date: MAR 30, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Omid R. Kordestani For For Management 1.2 Elect Director Marjorie Scardino For For Management 1.3 Elect Director Bret Taylor For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Exit to Democratic User Ownership Against Against Shareholder -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORPORATION Ticker: UTX Security ID: 913017109 Meeting Date: APR 24, 2017 Meeting Type: Annual Record Date: FEB 28, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd J. Austin, III For For Management 1b Elect Director Diane M. Bryant For For Management 1c Elect Director John V. Faraci For For Management 1d Elect Director Jean-Pierre Garnier For For Management 1e Elect Director Gregory J. Hayes For For Management 1f Elect Director Edward A. Kangas For For Management 1g Elect Director Ellen J. Kullman For For Management 1h Elect Director Marshall O. Larsen For For Management 1i Elect Director Harold McGraw, III For For Management 1j Elect Director Fredric G. Reynolds For For Management 1k Elect Director Brian C. Rogers For For Management 1l Elect Director Christine Todd Whitman For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- VEEVA SYSTEMS INC. Ticker: VEEV Security ID: 922475108 Meeting Date: JUN 21, 2017 Meeting Type: Annual Record Date: MAY 02, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul E. Chamberlain For For Management 1.2 Elect Director Paul Sekhri For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 31, 2017 Meeting Type: Annual Record Date: DEC 02, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd A. Carney For For Management 1b Elect Director Mary B. Cranston For For Management 1c Elect Director Francisco Javier For For Management Fernandez-Carbajal 1d Elect Director Gary A. Hoffman For For Management 1e Elect Director Alfred F. Kelly, Jr. For For Management 1f Elect Director Robert W. Matschullat For For Management 1g Elect Director Suzanne Nora Johnson For For Management 1h Elect Director John A.C. Swainson For For Management 1i Elect Director Maynard G. Webb, Jr. For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- WORKDAY, INC. Ticker: WDAY Security ID: 98138H101 Meeting Date: JUN 20, 2017 Meeting Type: Annual Record Date: APR 21, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Christa Davies For For Management 1.2 Elect Director Michael A. Stankey For For Management 1.3 Elect Director George J. Still, Jr. For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation ========== END NPX REPORT
SIGNATURES
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.
(Registrant): Morgan Stanley Variable Investment Series | |
| |
By (Signature and Title)* | /s/ John H. Gernon |
John H. Gernon President and Principal Executive Officer | |
| |
Date August 24, 2017 | |
* Print the name and title of each signing officer under his or her signature. |