|
| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, DC 20549 |
| |
| FORM N-PX |
| |
| ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT |
| INVESTMENT COMPANY |
| |
| Investment Company Act file number: 811-01728 |
| |
| Nicholas Fund, Inc. |
| ------------------------------------------------------------------------- |
| (Exact name of registrant as specified in charter) |
| |
| 411 East Wisconsin Avenue |
| Milwaukee, Wisconsin 53202 |
| ------------------------------------------------------------------------- |
| (Address of principal executive offices) |
| |
| Jennifer R. Kloehn, Senior Vice President & Treasurer |
| 411 East Wisconsin Avenue |
| Milwaukee, Wisconsin 53202 |
| ------------------------------------------------------------------------- |
| (Name and address of agent for service) |
Registrant's telephone number, including area code: 414-272-4650
Date of Fiscal year-end: 03/31/2018
Date of reporting period: 07/01/2016 - 06/30/2017
| | | | | | |
| Item 1. Proxy Voting Record | | | | |
| |
| Account Name: Nicholas Fund, Inc. | | | | |
| |
| |
| ABBVIE INC. | | | | | |
| |
| Ticker: | ABBV | Security ID: 00287Y109 | | |
| Meeting Date: MAY 05, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 08, 2017 | | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Robert J. Alpern | For | For | Management |
| 1.2 | Elect Director Edward M. Liddy | For | For | Management |
| 1.3 | Elect Director Melody B. Meyer | For | For | Management |
| 1.4 | Elect Director Frederick H. Waddell | For | For | Management |
| 2 | Ratify Ernst & Young LLP as Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 4 | Declassify the Board of Directors | For | For | Management |
| 5 | Report on Lobbying Payments and Policy | Against | For | Shareholder |
| 6 | Require Independent Board Chairman | Against | Against | Shareholder |
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AFFILIATED MANAGERS GROUP, INC.
| | | | | | | |
| Ticker: | AMG | Security ID: | 008252108 | | |
| Meeting Date: JUN 13, 2017 | Meeting Type: Annual | | |
| Record Date: APR 17, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director Samuel T. Byrne | For | For | Management |
| 1 | b | Elect Director Dwight D. Churchill | For | For | Management |
| 1 | c | Elect Director Glenn Earle | For | For | Management |
| 1 | d | Elect Director Niall Ferguson | For | For | Management |
| 1 | e | Elect Director Sean M. Healey | For | For | Management |
| 1 | f | Elect Director Tracy P. Palandjian | For | For | Management |
| 1 | g | Elect Director Patrick T. Ryan | For | For | Management |
| 1 | h | Elect Director Jide J. Zeitlin | For | For | Management |
| 2 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 3 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 4 | | Provide Directors May Be Removed With | For | For | Management |
| | | or Without Cause | | | | |
| 5 | | Ratify PricewaterhouseCoopers LLP as | For | For | Management |
| | | Auditors | | | | |
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| | | | | | | | | |
| ALLERGAN PLC | | | | | | | |
| |
| Ticker: | AGN | | Security ID: | G0177 | J108 | | |
| Meeting Date: MAY | 04, 2017 | Meeting Type: Annual | | | |
| Record Date: | MAR | 08, 2017 | | | | | |
| |
| # | | Proposal | | | Mgt Rec | | Vote Cast | Sponsor |
| 1 | a | Elect Director Nesli Basgoz | For | | For | Management |
| 1 | b | Elect Director Paul M. Bisaro | For | | For | Management |
| 1 | c | Elect Director James H. Bloem | For | | For | Management |
| | | | | |
| 1 | d | Elect Director Christopher W. Bodine | For | For | Management |
| 1 | e | Elect Director Adriane M. Brown | For | For | Management |
| 1 | f | Elect Director Christopher J. Coughlin | For | For | Management |
| 1 | g | Elect Director Catherine M. Klema | For | For | Management |
| 1 | h | Elect Director Peter J. McDonnell | For | For | Management |
| 1 | i | Elect Director Patrick J. O'Sullivan | For | For | Management |
| 1 | j | Elect Director Brenton L. Saunders | For | For | Management |
| 1 | k | Elect Director Ronald R. Taylor | For | For | Management |
| 1 | l | Elect Director Fred G. Weiss | For | For | Management |
| 2 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive 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 Executive Incentive Bonus Plan | For | For | Management |
| 6 | | Require Independent Board Chairman | Against | Against | Shareholder |
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| | | | | | | |
| 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 |
| 1 | a | Elect Director Jeffrey P. Bezos | For | For | Management |
| 1 | b | Elect Director Tom A. Alberg | For | For | Management |
| 1 | c | Elect Director John Seely Brown | For | For | Management |
| 1 | d | Elect Director Jamie S. Gorelick | For | For | Management |
| 1 | e | Elect Director Daniel P. Huttenlocher | For | For | Management |
| 1 | f | Elect Director Judith A. McGrath | For | For | Management |
| 1 | g | Elect Director Jonathan J. Rubinstein | For | For | Management |
| 1 | h | Elect Director Thomas O. Ryder | For | For | Management |
| 1 | i | Elect Director Patricia Q. Stonesifer | For | For | Management |
| 1 | j | Elect Director Wendell P. Weeks | For | For | Management |
| 2 | | Ratify Ernst & Young LLP as Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive 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 | Against | Against | Shareholder |
| | | Performance Measure for Senior | | | |
| | | Executive Compensation | | | | |
| 8 | | Provide Vote Counting to Exclude | Against | Against | Shareholder |
| | | Abstentions | | | | |
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| | | | | | | |
| AMERCO | | | | | | | |
| |
| Ticker: | UHAL | | Security ID: | 023586100 | | |
| Meeting Date: AUG | 25, 2016 | Meeting Type: Annual | | |
| Record Date: | JUN | 27, 2016 | | | | |
| |
| # | Proposal | | | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Edward J. (Joe) Shoen | For | Withhold | Management |
| 1.2 | Elect Director James E. Acridge | For | For | Management |
| | | | |
| 1.3 | Elect Director Charles J. Bayer | For | For | Management |
| 1.4 | Elect Director John P. Brogan | For | For | Management |
| 1.5 | Elect Director John M. Dodds | For | For | Management |
| 1.6 | Elect Director James J. Grogan | For | For | Management |
| 1.7 | Elect Director Karl A. Schmidt | For | For | Management |
| 1.8 | Elect Director Samuel J. Shoen | For | Withhold | Management |
| 2 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 3 | Ratify BDO USA, LLP as Auditors | For | For | Management |
| 4 | Ratify and Affirm Decisions and | For | Against | Shareholder |
| | Actions Taken by the Board and | | | |
| | Executive Officers for Fiscal 2016 | | | |
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| | | | | | |
| AON PLC | | | | | |
| |
| Ticker: | AON | Security ID: G0408V102 | | |
| Meeting Date: JUN 23, 2017 | Meeting Type: Annual | | |
| Record Date: APR 25, 2017 | | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Lester B. Knight | For | For | Management |
| 1.2 | Elect Director Gregory C. Case | For | For | Management |
| 1.3 | Elect Director Jin-Yong Cai | For | For | Management |
| 1.4 | Elect Director Fulvio Conti | For | For | Management |
| 1.5 | Elect Director Cheryl A. Francis | For | For | Management |
| 1.6 | Elect Director J. Michael Losh | For | For | Management |
| 1.7 | Elect Director Robert S. Morrison | For | For | Management |
| 1.8 | Elect Director Richard B. Myers | For | For | Management |
| 1.9 | Elect Director Richard C. Notebaert | For | For | Management |
| 1.10 | Elect Director Gloria Santona | For | For | Management |
| 1.11 | Elect Director Carolyn Y. Woo | For | For | Management |
| 2 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 3 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 4 | Approve Remuneration Policy | For | For | Management |
| 5 | Advisory Vote to Ratify Directors' | For | For | Management |
| | Remuneration Report | | | | |
| 6 | Accept Financial Statements and | For | For | Management |
| | Statutory Reports | | | | |
| 7 | Ratify Ernst & Young LLP as Aon's | For | For | Management |
| | Auditors | | | | |
| 8 | Ratify Ernst & Young LLP as Aon's U.K. | For | For | Management |
| | Statutory Auditor | | | | |
| 9 | Authorize Board to Fix Remuneration of | For | For | Management |
| | Auditors | | | | |
| 10 | Authorise Shares for Market Purchase | For | For | Management |
| 11 | Issue of Equity or Equity-Linked | For | For | Management |
| | Securities with Pre-emptive Rights | | | |
| 12 | Issue of Equity or Equity-Linked | For | For | Management |
| | Securities without Pre-emptive Rights | | | |
| 13 | Approve Political Donations | For | For | Management |
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| | | |
| APPLE INC. | | | |
| |
| Ticker: | AAPL | | Security ID: 037833100 |
| Meeting Date: FEB | 28, 2017 | Meeting Type: Annual |
| Record Date: | DEC | 30, 2016 | |
| | | | |
| # | Proposal | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director James Bell | For | For | Management |
| 1.2 | Elect Director Tim Cook | For | For | Management |
| 1.3 | Elect Director Al Gore | For | For | Management |
| 1.4 | Elect Director Bob Iger | For | For | Management |
| 1.5 | Elect Director Andrea Jung | For | For | Management |
| 1.6 | Elect Director Art Levinson | For | For | Management |
| 1.7 | Elect Director Ron Sugar | For | For | Management |
| 1.8 | Elect Director Sue Wagner | For | For | Management |
| 2 | Ratify Ernst & Young LLP as Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 4 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 5 | Disclose Charitable Contributions | Against | Against | Shareholder |
| 6 | Adopt Policy to Increase Diversity of | Against | Against | Shareholder |
| | Senior Management and Board of | | | |
| | Directors | | | |
| 7 | Proxy Access Amendments | Against | For | Shareholder |
| 8 | Engage Outside Independent Experts for | Against | Against | Shareholder |
| | Compensation Reforms | | | |
| 9 | Adopt Share Retention Policy For | Against | For | Shareholder |
| | Senior Executives | | | |
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| | | | | | | |
| APTARGROUP, INC. | | | | |
| |
| Ticker: | ATR | Security ID: | 038336103 | | |
| Meeting Date: MAY 03, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 10, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director George L. Fotiades | For | For | Management |
| 1 | b | Elect Director King W. Harris | For | For | Management |
| 1 | c | Elect Director Joanne C. Smith | For | For | Management |
| 2 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 3 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 4 | | Ratify PricewaterhouseCoopers LLP as | For | For | Management |
| | | Auditors | | | | |
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| | | | | | |
| BALL CORPORATION | | | | |
| |
| Ticker: | BLL | Security ID: | 058498106 | | |
| Meeting Date: APR 26, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 01, 2017 | | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director John A. Hayes | For | Withhold | Management |
| 1.2 | Elect Director George M. Smart | For | Withhold | Management |
| 1.3 | Elect Director Theodore M. Solso | For | Withhold | Management |
| 1.4 | Elect Director Stuart A. Taylor, II | For | Withhold | Management |
| 2 | Ratify PricewaterhouseCoopers LLP as | For | For | Management |
| | Auditors | | | | |
| 3 | Amend Omnibus Stock Plan | For | For | Management |
| 4 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 5 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
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| | | | | | | |
| CBRE GROUP, INC. | | | | |
| |
| Ticker: | CBG | Security ID: 12504L109 | | |
| Meeting Date: MAY 19, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 20, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director Brandon B. Boze | For | Against | Management |
| 1 | b | Elect Director Beth F. Cobert | For | For | Management |
| 1 | c | Elect Director Curtis F. Feeny | For | Against | Management |
| 1 | d | Elect Director Bradford M. Freeman | For | Against | Management |
| 1 | e | Elect Director Christopher T. Jenny | For | Against | Management |
| 1 | f | Elect Director Gerardo I. Lopez | For | Against | Management |
| 1 | g | Elect Director Frederic V. Malek | For | For | Management |
| 1 | h | Elect Director Paula R. Reynolds | For | For | Management |
| 1 | i | Elect Director Robert E. Sulentic | For | For | Management |
| 1 | j | Elect Director Laura D. Tyson | For | For | Management |
| 1 | k | Elect Director Ray Wirta | For | For | Management |
| 2 | | Ratify KPMG LLP as Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 4 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 5 | | Approve Omnibus Stock Plan | For | For | Management |
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| | | | | | |
| CELGENE CORPORATION | | | | |
| |
| Ticker: | CELG | Security ID: | 151020104 | | |
| Meeting Date: JUN 14, 2017 | Meeting Type: Annual | | |
| Record Date: APR 20, 2017 | | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Robert J. Hugin | For | For | Management |
| 1.2 | Elect Director Mark J. Alles | For | For | Management |
| 1.3 | Elect Director Richard W. Barker | For | For | Management |
| 1.4 | Elect Director Michael W. Bonney | For | For | Management |
| 1.5 | Elect Director Michael D. Casey | For | Withhold | Management |
| 1.6 | Elect Director Carrie S. Cox | For | For | Management |
| 1.7 | Elect Director Michael A. Friedman | For | Withhold | Management |
| 1.8 | Elect Director Julia A. Haller | For | For | Management |
| 1.9 | Elect Director Gilla S. Kaplan | For | Withhold | Management |
| 1.10 | Elect Director James J. Loughlin | For | For | Management |
| 1.11 | Elect Director Ernest Mario | For | Withhold | Management |
| 2 | Ratify KPMG LLP as Auditors | For | For | Management |
| 3 | Amend Omnibus Stock Plan | For | For | Management |
| 4 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 5 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 6 | Provide For Confidential Running Vote | Against | Against | Shareholder |
| | Tallies On Executive Pay Matters | | | |
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CHUBB LIMITED
Ticker:
CB
Security ID: H1467J104
| | | | | |
| Meeting Date: MAY 18, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 27, 2017 | | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | Accept Financial Statements and | For | For | Management |
| | Statutory Reports | | | | |
| 2.1 | Allocate Disposable Profit | For | For | Management |
| 2.2 | Approve Dividend Distribution From | For | For | Management |
| | Legal Reserves Through Capital | | | |
| | Contributions Reserve Subaccount | | | |
| 3 | Approve Discharge of Board and Senior | For | For | Management |
| | Management | | | | |
| 4.1 | Ratify PricewaterhouseCoopers AG | For | For | Management |
| | (Zurich) as Auditors | | | | |
| 4.2 | Ratify PricewaterhouseCoopers LLP | For | For | Management |
| | (United States) as Independent | | | |
| | Registered Accounting Firm as Auditors | | | |
| 4.3 | Ratify BDO AG (Zurich) as Special | For | For | Management |
| | Auditors | | | | |
| 5.1 | Elect Director Evan G. Greenberg | For | For | Management |
| 5.2 | Elect Director Robert M. Hernandez | For | For | Management |
| 5.3 | Elect Director Michael G. Atieh | For | For | Management |
| 5.4 | Elect Director Sheila P. Burke | For | For | Management |
| 5.5 | Elect Director James I. Cash | For | For | Management |
| 5.6 | Elect Director Mary Cirillo | For | For | Management |
| 5.7 | Elect Director Michael P. Connors | For | For | Management |
| 5.8 | Elect Director John A. Edwardson | For | For | Management |
| 5.9 | Elect Director Leo F. Mullin | For | For | Management |
| 5.10 | Elect Director Kimberly A. Ross | For | For | Management |
| 5.11 | Elect Director Robert W. Scully | For | For | Management |
| 5.12 | Elect Director Eugene B. Shanks, Jr. | For | For | Management |
| 5.13 | Elect Director Theodore E. Shasta | For | For | Management |
| 5.14 | Elect Director David H. Sidwell | For | For | Management |
| 5.15 | Elect Director Olivier Steimer | For | For | Management |
| 5.16 | Elect Director James M. Zimmerman | For | For | Management |
| 6 | Elect Evan G. Greenberg as Board | For | Against | Management |
| | Chairman | | | | |
| 7.1 | Appoint Michael P. Connors as Member | For | For | Management |
| | of the Compensation Committee | | | |
| 7.2 | Appoint Mary Cirillo as Member of the | For | For | Management |
| | Compensation Committee | | | |
| 7.3 | Appoint Robert M. Hernandez as Member | For | For | Management |
| | of the Compensation Committee | | | |
| 7.4 | Appoint Robert W. Scully as Member of | For | For | Management |
| | the Compensation Committee | | | |
| 7.5 | Appoint James M. Zimmerman as Member | For | For | Management |
| | of the Compensation Committee | | | |
| 8 | Designate Homburger AG as Independent | For | For | Management |
| | Proxy | | | | |
| 9 | Approve Qualified Employee Stock | For | For | Management |
| | Purchase Plan | | | | |
| 10.1 | Approve the Increase in Maximum | For | For | Management |
| | Aggregate Remuneration of Directors | | | |
| 10.2 | Approve Remuneration of Executive | For | For | Management |
| | Management in the Amount of USD 41 | | | |
| | Million for Fiscal 2018 | | | |
| 11 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 12 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 13 | Transact Other Business (Voting) | For | Against | Management |
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| | | | | | | |
| CISCO SYSTEMS, INC. | | | | |
| |
| Ticker: | CSCO | Security ID: 17275R102 | | |
| Meeting Date: DEC 12, 2016 | Meeting Type: Annual | | |
| Record Date: OCT 14, 2016 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director Carol A. Bartz | For | For | Management |
| 1 | b | Elect Director M. Michele Burns | For | For | Management |
| 1 | c | Elect Director Michael D. Capellas | For | For | Management |
| 1 | d | Elect Director John T. Chambers | For | For | Management |
| 1 | e | Elect Director Amy L. Chang | For | For | Management |
| 1 | f | Elect Director John L. Hennessy | For | For | Management |
| 1 | g | Elect Director Kristina M. Johnson | For | For | Management |
| 1 | h | Elect Director Roderick C. McGeary | For | For | Management |
| 1 | i | Elect Director Charles H. Robbins | For | For | Management |
| 1 | j | Elect Director Arun Sarin | For | For | Management |
| 1 | k | Elect Director Steven M. West | For | For | Management |
| 2 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 3 | | Ratify PricewaterhouseCoopers LLP as | For | For | Management |
| | | Auditors | | | | |
| 4 | | Report on Lobbying Payments and Policy | Against | For | Shareholder |
| 5 | | Report on Arab and non-Arab Employees | Against | Against | Shareholder |
| | | using EEO-1 Categories | | | | |
| 6 | | Establish Board Committee on | Against | Against | Shareholder |
| | | Operations in Israeli Settlements | | | |
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| | | | | | |
| COPART, INC. | | | | |
| |
| Ticker: | CPRT | Security ID: | 217204106 | | |
| Meeting Date: DEC 16, 2016 | Meeting Type: Annual | | |
| Record Date: OCT 25, 2016 | | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Willis J. Johnson | For | For | Management |
| 1.2 | Elect Director A. Jayson Adair | For | For | Management |
| 1.3 | Elect Director Matt Blunt | For | For | Management |
| 1.4 | Elect Director Steven D. Cohan | For | For | Management |
| 1.5 | Elect Director Daniel J. Englander | For | For | Management |
| 1.6 | Elect Director James E. Meeks | For | For | Management |
| 1.7 | Elect Director Vincent W. Mitz | For | For | Management |
| 1.8 | Elect Director Thomas N. Tryforos | For | For | Management |
| 2 | Amend Omnibus Stock Plan | For | For | Management |
| 3 | Eliminate Cumulative Voting | For | For | Management |
| 4 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 5 | Ratify Ernst & Young LLP as Auditors | For | For | Management |
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| | | | | | |
| DAVITA INC. | | | | | |
| |
| Ticker: | DVA | | Security ID: 23918K108 | | |
| Meeting Date: JUN | 16, 2017 | Meeting Type: Annual | | |
| Record Date: | APR | 24, 2017 | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| | | | | |
| 1 | a | Elect Director Pamela M. Arway | For | For | Management |
| 1 | b | Elect Director Charles G. Berg | For | For | Management |
| 1 | c | Elect Director Carol Anthony ("John") | For | For | Management |
| | | Davidson | | | |
| 1 | d | Elect Director Barbara J. Desoer | For | For | Management |
| 1 | e | Elect Director Pascal Desroches | For | For | Management |
| 1 | f | Elect Director Paul J. Diaz | For | For | Management |
| 1 | g | Elect Director Peter T. Grauer | For | For | Management |
| 1 | h | Elect Director John M. Nehra | For | For | Management |
| 1 | i | Elect Director William L. Roper | For | For | Management |
| 1 | j | Elect Director Kent J. Thiry | For | For | Management |
| 1 | k | Elect Director Phyllis R. Yale | For | For | Management |
| 2 | | Ratify KPMG LLP as Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 4 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
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| | | | | | |
| 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 | For | Management |
| 1.2 | Elect Director Erskine B. Bowles | For | For | 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 | Withhold | Management |
| 1.6 | Elect Director Sheryl K. Sandberg | For | Withhold | Management |
| 1.7 | Elect Director Peter A. Thiel | For | For | Management |
| 1.8 | Elect Director Mark Zuckerberg | For | Withhold | 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 | For | Shareholder |
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| | | | | | | |
| FORTIVE CORPORATION | | | | |
| |
| Ticker: | FTV | Security ID: 34959J108 | | |
| Meeting Date: JUN 06, 2017 | Meeting Type: Annual | | |
| Record Date: APR 10, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | A | Elect Director Kate Mitchell | For | For | Management |
| 1 | B | Elect Director Israel Ruiz | For | For | Management |
| 2 | | Ratify Ernst and Young LLP as Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 4 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 5 | | Declassify the Board of Directors | For | For | Management |
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| | | | | | | |
| GARTNER, INC. | | | | |
| |
| Ticker: | IT | Security ID: | 366651107 | | |
| Meeting Date: JUN 01, 2017 | Meeting Type: Annual | | |
| Record Date: APR 03, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director Michael J. Bingle | For | For | Management |
| 1 | b | Elect Director Peter E. Bisson | For | For | Management |
| 1 | c | Elect Director Richard J. Bressler | For | For | Management |
| 1 | d | Elect Director Raul E. Cesan | For | For | Management |
| 1 | e | Elect Director Karen E. Dykstra | For | For | Management |
| 1 | f | Elect Director Anne Sutherland Fuchs | For | For | Management |
| 1 | g | Elect Director William O. Grabe | For | For | Management |
| 1 | h | Elect Director Eugene A. Hall | For | For | Management |
| 1 | i | Elect Director Stephen G. Pagliuca | For | For | Management |
| 1 | j | Elect Director James C. Smith | For | For | Management |
| 2 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 3 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 4 | | Amend Executive Incentive Bonus Plan | For | For | Management |
| 5 | | Ratify KPMG LLP as Auditors | For | For | Management |
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| | | | | | | |
| GILEAD SCIENCES, INC. | | | | |
| |
| Ticker: | GILD | Security ID: | 375558103 | | |
| Meeting Date: MAY 10, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 16, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director John F. Cogan | For | For | Management |
| 1 | b | Elect Director Kelly A. Kramer | For | For | Management |
| 1 | c | Elect Director Kevin E. Lofton | For | For | Management |
| 1 | d | Elect Director John C. Martin | For | For | Management |
| 1 | e | Elect Director John F. Milligan | For | For | Management |
| 1 | f | Elect Director Nicholas G. Moore | For | For | Management |
| 1 | g | Elect Director Richard J. Whitley | For | For | Management |
| 1 | h | Elect Director Gayle E. Wilson | For | For | Management |
| 1 | i | Elect Director Per Wold-Olsen | For | For | Management |
| 2 | | Ratify Ernst & Young LLP as Auditors | For | For | Management |
| 3 | | Amend Omnibus Stock Plan | For | For | Management |
| 4 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 5 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 6 | | Provide Right to Act by Written Consent Against | For | Shareholder |
| 7 | | Require Independent Board Chairman | Against | For | Shareholder |
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| | | | | | |
| INTEL CORPORATION | | | | |
| |
| Ticker: | INTC | | Security ID: 458140100 | | |
| Meeting Date: MAY | 18, 2017 | Meeting Type: Annual | | |
| Record Date: MAR | 20, 2017 | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| | | | | |
| 1 | a | Elect Director Charlene Barshefsky | For | For | Management |
| 1 | b | Elect Director Aneel Bhusri | For | For | Management |
| 1 | c | Elect Director Andy D. Bryant | For | For | Management |
| 1 | d | Elect Director Reed E. Hundt | For | For | Management |
| 1 | e | Elect Director Omar Ishrak | For | For | Management |
| 1 | f | Elect Director Brian M. Krzanich | For | For | Management |
| 1 | g | Elect Director Tsu-Jae King Liu | For | For | Management |
| 1 | h | Elect Director David S. Pottruck | For | For | Management |
| 1 | i | Elect Director Gregory D. Smith | For | For | Management |
| 1 | j | Elect Director Frank D. Yeary | For | For | Management |
| 1 | k | Elect Director David B. Yoffie | For | For | Management |
| 2 | | Ratify Ernst & Young LLP as Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 4 | | Amend Omnibus Stock Plan | For | For | Management |
| 5 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 6 | | Political Contributions Disclosure | Against | Against | Shareholder |
| 7 | | Provide Vote Counting to Exclude | Against | Against | Shareholder |
| | | Abstentions | | | |
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| | | | | | |
| INTERNATIONAL BUSINESS MACHINES CORPORATION | | | |
| |
| Ticker: | IBM | Security ID: 459200101 | | |
| Meeting Date: APR 25, 2017 | Meeting Type: Annual | | |
| Record Date: FEB 24, 2017 | | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Kenneth I. Chenault | For | For | Management |
| 1.2 | Elect Director Michael L. Eskew | For | For | Management |
| 1.3 | Elect Director David N. Farr | For | For | Management |
| 1.4 | Elect Director Mark Fields | For | For | Management |
| 1.5 | Elect Director Alex Gorsky | For | For | Management |
| 1.6 | Elect Director Shirley Ann Jackson | For | For | Management |
| 1.7 | Elect Director Andrew N. Liveris | For | For | Management |
| 1.8 | Elect Director W. James McNerney, Jr. | For | For | Management |
| 1.9 | Elect Director Hutham S. Olayan | For | For | Management |
| 1.10 | Elect Director James W. Owens | For | For | Management |
| 1.11 | Elect Director Virginia M. Rometty | For | For | Management |
| 1.12 | Elect Director Sidney Taurel | For | For | Management |
| 1.13 | Elect Director Peter R. Voser | For | For | Management |
| 2 | Ratify PricewaterhouseCoopers LLP as | For | For | Management |
| | Auditors | | | | |
| 3 | Advisory Vote to Ratify Named | For | Against | Management |
| | Executive Officers' Compensation | | | |
| 4 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 5 | Report on Lobbying Payments and Policy | Against | For | Shareholder |
| 6 | Reduce Ownership Threshold for | Against | For | Shareholder |
| | Shareholders to Call Special Meeting | | | |
| 7 | Adopt Proxy Access Right | Against | For | Shareholder |
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| | | | | | |
| JOHNSON CONTROLS, INC. | | | |
| |
| Ticker: | JCI | | Security ID: 478366107 | | |
| Meeting Date: AUG | 17, 2016 | Meeting Type: Special | | |
| Record Date: JUN | 27, 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 |
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| | | | | | | |
| LABORATORY CORPORATION OF AMERICA HOLDINGS | | | |
| |
| Ticker: | LH | Security ID: 50540R409 | | |
| Meeting Date: MAY 11, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 14, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director Kerrii B. Anderson | For | For | Management |
| 1 | b | Elect Director Jean-Luc Belingard | For | For | Management |
| 1 | c | Elect Director D. Gary Gilliland | For | For | Management |
| 1 | d | Elect Director David P. King | For | For | Management |
| 1 | e | Elect Director Garheng Kong | For | For | Management |
| 1 | f | Elect Director Robert E. Mittelstaedt, | For | For | Management |
| | | Jr. | | | | | |
| 1 | g | Elect Director Peter M. Neupert | For | For | Management |
| 1 | h | Elect Director Richelle P. Parham | For | For | Management |
| 1 | i | Elect Director Adam H. Schechter | For | For | Management |
| 1 | j | Elect Director R. Sanders Williams | For | For | Management |
| 2 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive 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 | | Report on Zika Virus Controls for | Against | Against | Shareholder |
| | | Primates and Employees | | | | |
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| | | | | | | |
| LKQ CORPORATION | | | | |
| |
| Ticker: | LKQ | Security ID: 501889208 | | |
| Meeting Date: MAY 08, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 16, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director Sukhpal Singh Ahluwalia | For | For | Management |
| 1 | b | Elect Director A. Clinton Allen | For | For | Management |
| 1 | c | Elect Director Robert M. Hanser | For | For | Management |
| 1 | d | Elect Director Joseph M. Holsten | For | For | Management |
| 1 | e | Elect Director Blythe J. McGarvie | For | For | Management |
| 1 | f | Elect Director Paul M. Meister | For | For | Management |
| 1 | g | Elect Director John F. O Brien | For | For | Management |
| 1 | h | Elect Director Guhan Subramanian | For | For | Management |
| 1 | i | Elect Director William M. Webster, IV | For | For | Management |
| 1 | j | Elect Director Dominick Zarcone | For | For | Management |
| 2 | | Ratify Deloitte & Touche LLP as | For | For | Management |
| | | Auditors | | | | |
| 3 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 4 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
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LOWE'S COMPANIES, INC.
| | | | | | |
| Ticker: | LOW | Security ID: | 548661107 | | |
| Meeting Date: JUN 02, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 24, 2017 | | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Raul Alvarez | For | For | Management |
| 1.2 | Elect Director Angela F. Braly | For | For | Management |
| 1.3 | Elect Director Sandra B. Cochran | For | For | Management |
| 1.4 | Elect Director Laurie Z. Douglas | For | For | Management |
| 1.5 | Elect Director Richard W. Dreiling | For | For | Management |
| 1.6 | Elect Director Robert L. Johnson | For | For | Management |
| 1.7 | Elect Director Marshall O. Larsen | For | For | Management |
| 1.8 | Elect Director James H. Morgan | For | For | Management |
| 1.9 | Elect Director Robert A. Niblock | For | For | Management |
| 1.10 | Elect Director Bertram L. Scott | For | For | Management |
| 1.11 | Elect Director Eric C. Wiseman | For | For | Management |
| 2 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 3 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 4 | Ratify Deloitte & Touche LLP as | For | For | Management |
| | Auditors | | | | |
| 5 | Assess Climate Benefits and | Against | Against | Shareholder |
| | Feasibility of Adopting Quantitative | | | |
| | Renewable Production Goals | | | |
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| | | | | | | |
| 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 |
| 1 | a | Elect Director Richard Haythornthwaite | For | For | Management |
| 1 | b | Elect Director Ajay Banga | For | For | Management |
| 1 | c | Elect Director Silvio Barzi | For | For | Management |
| 1 | d | Elect Director David R. Carlucci | For | For | Management |
| 1 | e | Elect Director Steven J. Freiberg | For | For | Management |
| 1 | f | Elect Director Julius Genachowski | For | For | Management |
| 1 | g | Elect Director Merit E. Janow | For | For | Management |
| 1 | h | Elect Director Nancy J. Karch | For | For | Management |
| 1 | i | Elect Director Oki Matsumoto | For | For | Management |
| 1 | j | Elect Director Rima Qureshi | For | For | Management |
| 1 | k | Elect Director Jose Octavio Reyes | For | For | Management |
| | | Lagunes | | | | |
| 1 | l | Elect Director Jackson Tai | For | For | Management |
| 2 | | Advisory Vote to Ratify Named | For | Against | Management |
| | | Executive 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 |
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MEDTRONIC PLC
Ticker:
MDT
Security ID: G5960L103
| | | | | | |
| Meeting Date: DEC 09, 2016 | Meeting Type: Annual | | |
| Record Date: OCT 11, 2016 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director Richard H. Anderson | For | For | Management |
| 1 | b | Elect Director Craig Arnold | For | For | Management |
| 1 | c | Elect Director Scott C. Donnelly | For | For | Management |
| 1 | d | Elect Director Randall J. Hogan, III | For | For | Management |
| 1 | e | Elect Director Omar Ishrak | For | For | Management |
| 1 | f | Elect Director Shirley Ann Jackson | For | For | Management |
| 1 | g | Elect Director Michael O. Leavitt | For | For | Management |
| 1 | h | Elect Director James T. Lenehan | For | For | Management |
| 1 | i | Elect Director Elizabeth G. Nabel | For | For | Management |
| 1 | j | Elect Director Denise M. O'Leary | For | For | Management |
| 1 | k | Elect Director Kendall J. Powell | For | For | Management |
| 1 | l | Elect Director Robert C. Pozen | For | For | Management |
| 1 | m | Elect Director Preetha Reddy | For | For | Management |
| 2 | | Ratify PricewaterhouseCoopers LLP as | For | For | Management |
| | | Auditors | | | | |
| 3 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 4 | | Provide Proxy Access Right | For | For | Management |
| 5 | a | Amend Articles of Association | For | For | Management |
| 5 | b | Amend Memorandum of Association | For | For | Management |
| 6 | | Amend Articles to Clarify the Board's | For | For | Management |
| | | Sole Authority to Determine its Size | | | |
| | | Within the Fixed Limits | | | |
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| | | | | | | |
| MERCK & CO., INC. | | | | |
| |
| Ticker: | MRK | Security ID: 58933Y105 | | |
| Meeting Date: MAY 23, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 27, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director Leslie A. Brun | For | For | Management |
| 1 | b | Elect Director Thomas R. Cech | For | For | Management |
| 1 | c | Elect Director Pamela J. Craig | For | For | Management |
| 1 | d | Elect Director Kenneth C. Frazier | For | For | Management |
| 1 | e | Elect Director Thomas H. Glocer | For | For | Management |
| 1 | f | Elect Director Rochelle B. Lazarus | For | For | Management |
| 1 | g | Elect Director John H. Noseworthy | For | For | Management |
| 1 | h | Elect Director Carlos E. Represas | For | For | Management |
| 1 | i | Elect Director Paul B. Rothman | For | For | Management |
| 1 | j | Elect Director Patricia F. Russo | For | For | Management |
| 1 | k | Elect Director Craig B. Thompson | For | For | Management |
| 1 | l | Elect Director Wendell P. Weeks | For | For | Management |
| 1 | m | Elect Director Peter C. Wendell | For | For | Management |
| 2 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive 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 | | Require Independent Board Chairman | Against | For | Shareholder |
| 6 | | Adopt Holy Land Principles | Against | Against | Shareholder |
| 7 | | Report on Risks of Doing Business in | Against | For | Shareholder |
| | | Conflict-Affected Areas | | | | |
| 8 | | Report on Board Oversight of Product | Against | Against | Shareholder |
| | | Safety and Quality | | | | |
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| | | | | | |
| MICROSOFT CORPORATION | | | | |
| |
| Ticker: | MSFT | Security ID: | 594918104 | | |
| Meeting Date: NOV 30, 2016 | Meeting Type: Annual | | |
| Record Date: SEP 30, 2016 | | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director William H. Gates, lll | For | For | Management |
| 1.2 | Elect Director Teri L. List-Stoll | For | For | Management |
| 1.3 | Elect Director G. Mason Morfit | For | For | Management |
| 1.4 | Elect Director Satya Nadella | For | For | Management |
| 1.5 | Elect Director Charles H. Noski | For | For | Management |
| 1.6 | Elect Director Helmut Panke | For | For | Management |
| 1.7 | Elect Director Sandra E. Peterson | For | For | Management |
| 1.8 | Elect Director Charles W. Scharf | For | For | Management |
| 1.9 | Elect Director John W. Stanton | For | For | Management |
| 1.10 | Elect Director John W. Thompson | For | For | Management |
| 1.11 | Elect Director Padmasree Warrior | For | For | Management |
| 2 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 3 | Ratify Deloitte & Touche LLP as | For | For | Management |
| | Auditors | | | | |
| 4 | Amend Right to Call Special Meeting | For | For | Management |
| 5 | Amend Omnibus Stock Plan | For | For | Management |
| 6 | Proxy Access | | Against | For | Shareholder |
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| | | | | | |
| MOHAWK INDUSTRIES, INC. | | | | |
| |
| Ticker: | MHK | Security ID: | 608190104 | | |
| Meeting Date: MAY 18, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 24, 2017 | | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Richard C. Ill | For | For | Management |
| 1.2 | Elect Director Jeffrey S. Lorberbaum | For | For | Management |
| 1.3 | Elect Director Karen A. Smith Bogart | For | For | Management |
| 2 | Ratify KPMG LLP as Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 4 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 5 | Approve Omnibus Stock Plan | For | For | Management |
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| | | | | | | |
| NEWELL BRANDS INC. | | | | |
| |
| Ticker: | NWL | Security ID: | 651229106 | | |
| Meeting Date: MAY 09, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 17, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director Ian G.H. Ashken | For | For | Management |
| 1 | b | Elect Director Thomas E. Clarke | For | For | Management |
| 1 | c | Elect Director Kevin C. Conroy | For | For | Management |
| 1 | d | Elect Director Scott S. Cowen | For | For | Management |
| 1 | e | Elect Director Michael T. Cowhig | For | For | Management |
| | | | | |
| 1 | f | Elect Director Domenico De Sole | For | For | Management |
| 1 | g | Elect Director Martin E. Franklin | For | For | Management |
| 1 | h | Elect Director Ros L'Esperance | For | For | Management |
| 1 | i | Elect Director Michael B. Polk | For | For | Management |
| 1 | j | Elect Director Steven J. Strobel | For | For | Management |
| 1 | k | Elect Director Michael A. Todman | For | For | Management |
| 1 | l | Elect Director Raymond G. Viault | For | For | Management |
| 2 | | Ratify PricewaterhouseCoopers LLP as | For | For | Management |
| | | Auditors | | | |
| 3 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 4 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
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| | | | | | | |
| NIELSEN HOLDINGS PLC | | | | |
| |
| Ticker: | NLSN | Security ID: G6518L108 | | |
| Meeting Date: MAY 23, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 24, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director James A. Attwood, Jr. | For | For | Management |
| 1 | b | Elect Director Mitch Barns | For | For | Management |
| 1 | c | Elect Director Karen M. Hoguet | For | For | Management |
| 1 | d | Elect Director James M. Kilts | For | For | Management |
| 1 | e | Elect Director Harish Manwani | For | For | Management |
| 1 | f | Elect Director Robert Pozen | For | For | Management |
| 1 | g | Elect Director David Rawlinson | For | For | Management |
| 1 | h | Elect Director Javier G. Teruel | For | For | Management |
| 1 | i | Elect Director Lauren Zalaznick | For | For | Management |
| 2 | | Ratify Ernst & Young LLP as Auditors | For | For | Management |
| 3 | | Reappoint Ernst & Young LLP as UK | For | For | Management |
| | | Statutory Auditors | | | | |
| 4 | | Authorise the Audit Committee to Fix | For | For | Management |
| | | Remuneration of UK Statutory Auditors | | | |
| 5 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 6 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 7 | | Approve Director's Remuneration Report | For | For | Management |
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| | | | | | | |
| O'REILLY AUTOMOTIVE, INC. | | | | |
| |
| Ticker: | ORLY | Security ID: 67103H107 | | |
| Meeting Date: MAY 09, 2017 | Meeting Type: Annual | | |
| Record Date: FEB 28, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director David O'Reilly | For | For | Management |
| 1 | b | Elect Director Charles H. O'Reilly Jr. | For | For | Management |
| 1 | c | Elect Director Larry O'Reilly | For | For | Management |
| 1 | d | Elect Director Rosalie O'Reilly Wooten | For | For | Management |
| 1 | e | Elect Director Jay D. Burchfield | For | For | Management |
| 1 | f | Elect Director Thomas T. Hendrickson | For | For | Management |
| 1 | g | Elect Director Paul R. Lederer | For | For | Management |
| 1 | h | Elect Director John R. Murphy | For | For | Management |
| 1 | i | Elect Director Ronald Rashkow | For | For | Management |
| 2 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| | | | |
| 3 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 4 | Approve Omnibus Stock Plan | For | For | Management |
| 5 | Ratify Ernst & Young LLP as Auditors | For | For | Management |
| 6 | Reduce Ownership Threshold for | Against | For | Shareholder |
| | Shareholders to Call Special Meeting | | | |
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| | | | | | |
| PFIZER INC. | | | | |
| |
| Ticker: | PFE | Security ID: | 717081103 | | |
| Meeting Date: APR 27, 2017 | Meeting Type: Annual | | |
| Record Date: FEB 28, 2017 | | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Dennis A. Ausiello | For | For | Management |
| 1.2 | Elect Director Ronald E. Blaylock | For | For | Management |
| 1.3 | Elect Director W. Don Cornwell | For | For | Management |
| 1.4 | Elect Director Joseph J. Echevarria | For | For | Management |
| 1.5 | Elect Director Frances D. Fergusson | For | For | Management |
| 1.6 | Elect Director Helen H. Hobbs | For | For | Management |
| 1.7 | Elect Director James M. Kilts | For | For | Management |
| 1.8 | Elect Director Shantanu Narayen | For | For | Management |
| 1.9 | Elect Director Suzanne Nora Johnson | For | For | Management |
| 1.10 | Elect Director Ian C. Read | For | For | Management |
| 1.11 | Elect Director Stephen W. Sanger | For | For | Management |
| 1.12 | Elect Director James C. Smith | For | For | Management |
| 2 | Ratify KPMG LLP as Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 4 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 5 | Adopt Holy Land Principles | Against | Against | Shareholder |
| 6 | Amend Bylaws - Call Special Meetings | Against | For | Shareholder |
| 7 | Require Independent Board Chairman | Against | Against | Shareholder |
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PHILIP MORRIS INTERNATIONAL INC.
| | | | | | |
| Ticker: | PM | Security ID: | 718172109 | | |
| Meeting Date: MAY 03, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 10, 2017 | | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Harold Brown | For | For | Management |
| 1.2 | Elect Director Andre Calantzopoulos | For | For | Management |
| 1.3 | Elect Director Louis C. Camilleri | For | For | Management |
| 1.4 | Elect Director Massimo Ferragamo | For | For | Management |
| 1.5 | Elect Director Werner Geissler | For | For | Management |
| 1.6 | Elect Director Jennifer Li | For | For | Management |
| 1.7 | Elect Director Jun Makihara | For | For | Management |
| 1.8 | Elect Director Sergio Marchionne | For | Against | Management |
| 1.9 | Elect Director Kalpana Morparia | For | For | Management |
| 1.10 | Elect Director Lucio A. Noto | For | For | Management |
| 1.11 | Elect Director Frederik Paulsen | For | For | Management |
| 1.12 | Elect Director Robert B. Polet | For | For | Management |
| 1.13 | Elect Director Stephen M. Wolf | For | For | Management |
| 2 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 3 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 4 | Approve Restricted Stock Plan | For | For | Management |
| 5 | Approve Non-Employee Director Restricted Stock Plan |
| 6 | Ratify PricewaterhouseCoopers SA as Auditors |
| 7 | Establish a Board Committee on Human Rights |
| 8 | Participate in OECD Mediation for Human Rights Violations |
| | |
| For | For | Management |
| For | For | Management |
| Against | Against | Shareholder |
| Against | Against | Shareholder |
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| | | | | | | |
| 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 |
| 1 | a | Elect Director Marc Benioff | For | For | Management |
| 1 | b | Elect Director Keith Block | For | For | Management |
| 1 | c | Elect Director Craig Conway | For | For | Management |
| 1 | d | Elect Director Alan Hassenfeld | For | For | Management |
| 1 | e | Elect Director Neelie Kroes | For | For | Management |
| 1 | f | Elect Director Colin Powell | For | For | Management |
| 1 | g | Elect Director Sanford Robertson | For | For | Management |
| 1 | h | Elect Director John V. Roos | For | For | Management |
| 1 | i | Elect Director Robin Washington | For | For | Management |
| 1 | j | Elect Director Maynard Webb | For | For | Management |
| 1 | k | Elect Director Susan Wojcicki | For | For | Management |
| 2 | | Amend Omnibus Stock Plan | For | For | Management |
| 3 | | Amend Qualified Employee Stock | For | For | Management |
| | | Purchase Plan | | | | |
| 4 | | Ratify Ernst & Young LLP as Auditors | For | For | Management |
| 5 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 6 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 7 | | Shareholders May Call Special Meeting | Against | For | Shareholder |
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| | | | | | | | |
| SERVICENOW, INC. | | | | | |
| |
| Ticker: | NOW | Security ID: | 81762 | P102 | | |
| Meeting Date: JUN 13, 2017 | Meeting Type: Annual | | | |
| Record Date: APR 18, 2017 | | | | | |
| |
| # | | Proposal | | Mgt Rec | | Vote Cast | Sponsor |
| 1 | a | Elect Director John J. Donahoe | For | | For | Management |
| 1 | b | Elect Director Charles H. Giancarlo | For | | For | Management |
| 1 | c | Elect Director Anita M. Sands | For | | For | Management |
| 2 | | Advisory Vote to Ratify Named | For | | For | Management |
| | | Executive Officers' Compensation | | | | |
| 3 | | Ratify PricewaterhouseCoopers LLP as | For | | For | Management |
| | | Auditors | | | | | |
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SKYWORKS SOLUTIONS, INC.
Ticker:
SWKS
Security ID: 83088M102
| | | | | |
| Meeting Date: MAY 10, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 16, 2017 | | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director David J. Aldrich | For | For | Management |
| 1.2 | Elect Director Kevin L. Beebe | For | For | Management |
| 1.3 | Elect Director Timothy R. Furey | For | For | Management |
| 1.4 | Elect Director Liam K. Griffin | For | For | Management |
| 1.5 | Elect Director Balakrishnan S. Iyer | For | For | Management |
| 1.6 | Elect Director Christine King | For | For | Management |
| 1.7 | Elect Director David P. McGlade | For | For | Management |
| 1.8 | Elect Director David J. McLachlan | For | For | Management |
| 1.9 | Elect Director Robert A. Schriesheim | For | For | Management |
| 2 | Ratify KPMG LLP as Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 4 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
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| | | | | | |
| SNAP-ON INCORPORATED | | | | |
| |
| Ticker: | SNA | Security ID: | 833034101 | | |
| Meeting Date: APR 27, 2017 | Meeting Type: Annual | | |
| Record Date: FEB 27, 2017 | | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director David C. Adams | For | For | Management |
| 1.2 | Elect Director Karen L. Daniel | For | For | Management |
| 1.3 | Elect Director Ruth Ann M. Gillis | For | For | Management |
| 1.4 | Elect Director James P. Holden | For | For | Management |
| 1.5 | Elect Director Nathan J. Jones | For | For | Management |
| 1.6 | Elect Director Henry W. Knueppel | For | For | Management |
| 1.7 | Elect Director W. Dudley Lehman | For | For | Management |
| 1.8 | Elect Director Nicholas T. Pinchuk | For | For | Management |
| 1.9 | Elect Director Gregg M. Sherrill | For | For | Management |
| 1.10 | Elect Director Donald J. Stebbins | For | For | Management |
| 2 | Ratify Deloitte & Touche LLP as | For | For | Management |
| | Auditors | | | | |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 4 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
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| | | | | | | |
| STARBUCKS CORPORATION | | | | |
| |
| Ticker: | SBUX | Security ID: | 855244109 | | |
| Meeting Date: MAR 22, 2017 | Meeting Type: Annual | | |
| Record Date: JAN 12, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director Howard Schultz | For | For | Management |
| 1 | b | Elect Director William W. Bradley | For | For | Management |
| 1 | c | Elect Director Rosalind Brewer | For | For | Management |
| 1 | d | Elect Director Mary N. Dillon | For | For | Management |
| 1 | e | Elect Director Robert M. Gates | For | For | Management |
| 1 | f | Elect Director Mellody Hobson | For | For | Management |
| 1 | g | Elect Director Kevin R. Johnson | For | For | Management |
| 1 | h | Elect Director Jorgen Vig Knudstorp | For | For | Management |
| 1 | i | Elect Director Satya Nadella | For | For | Management |
| | | | | |
| 1 | j | Elect Director Joshua Cooper Ramo | For | For | Management |
| 1 | k | Elect Director Clara Shih | For | For | Management |
| 1 | l | Elect Director Javier G. Teruel | For | For | Management |
| 1 | m | Elect Director Myron E. Ullman, III | For | For | Management |
| 1 | n | Elect Director Craig E. Weatherup | For | For | Management |
| 2 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 3 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 4 | | Ratify Deloitte & Touche LLP as | For | For | Management |
| | | Auditors | | | |
| 5 | | Amend Proxy Access Right | Against | For | Shareholder |
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| | | | | | | |
| THE CHARLES SCHWAB CORPORATION | | | |
| |
| Ticker: | SCHW | Security ID: 808513105 | | |
| Meeting Date: MAY 16, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 17, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director William S. Haraf | For | For | Management |
| 1 | b | Elect Director Frank C. Herringer | For | For | Management |
| 1 | c | Elect Director Stephen T. McLin | For | For | Management |
| 1 | d | Elect Director Roger O. Walther | For | For | Management |
| 1 | e | Elect Director Robert N. Wilson | For | For | Management |
| 2 | | Ratify Deloitte & Touche LLP as | For | For | Management |
| | | Auditors | | | | |
| 3 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 4 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 5 | | Report on Lobbying Payments and Policy | Against | For | Shareholder |
| 6 | | Prepare Employment Diversity Report | Against | For | Shareholder |
| | | and Report on Diversity Policies | | | |
| 7 | | Adopt Proxy Access Right | Against | For | Shareholder |
| 8 | | Provide Vote Counting to Exclude | Against | Against | Shareholder |
| | | Abstentions | | | | |
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| | | | | | | |
| THE HOME DEPOT, INC. | | | | |
| |
| Ticker: | HD | Security ID: | 437076102 | | |
| Meeting Date: MAY 18, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 20, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director Gerard J. Arpey | For | For | Management |
| 1 | b | Elect Director Ari Bousbib | For | For | Management |
| 1 | c | Elect Director Jeffery H. Boyd | For | For | Management |
| 1 | d | Elect Director Gregory D. Brenneman | For | For | Management |
| 1 | e | Elect Director J. Frank Brown | For | For | Management |
| 1 | f | Elect Director Albert P. Carey | For | For | Management |
| 1 | g | Elect Director Armando Codina | For | For | Management |
| 1 | h | Elect Director Helena B. Foulkes | For | For | Management |
| 1 | i | Elect Director Linda R. Gooden | For | For | Management |
| 1 | j | Elect Director Wayne M. Hewett | For | For | Management |
| 1 | k | Elect Director Karen L. Katen | For | For | Management |
| 1 | l | Elect Director Craig A. Menear | For | For | Management |
| 1 | m | Elect Director Mark Vadon | For | For | Management |
| 2 | | Ratify KPMG LLP as Auditors | For | For | Management |
| | | | |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 4 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 5 | Prepare Employment Diversity Report | Against | For | Shareholder |
| | and Report on Diversity Policies | | | |
| 6 | Adopt Proxy Statement Reporting on | Against | Against | Shareholder |
| | Political Contributions and Advisory | | | |
| | Vote | | | |
| 7 | Amend Articles/Bylaws/Charter - Call | Against | For | Shareholder |
| | Special Meetings | | | |
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| | | | | | | |
| THERMO FISHER SCIENTIFIC INC. | | | | |
| |
| Ticker: | TMO | Security ID: | 883556102 | | |
| Meeting Date: MAY 17, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 27, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director Marc N. Casper | For | For | Management |
| 1 | b | Elect Director Nelson J. Chai | For | For | Management |
| 1 | c | Elect Director C. Martin Harris | For | For | Management |
| 1 | d | Elect Director Tyler Jacks | For | For | Management |
| 1 | e | Elect Director Judy C. Lewent | For | For | Management |
| 1 | f | Elect Director Thomas J. Lynch | For | For | Management |
| 1 | g | Elect Director Jim P. Manzi | For | For | Management |
| 1 | h | Elect Director William G. Parrett | For | For | Management |
| 1 | i | Elect Director Lars R. Sorensen | For | For | Management |
| 1 | j | Elect Director Scott M. Sperling | For | For | Management |
| 1 | k | Elect Director Elaine S. Ullian | For | For | Management |
| 1 | l | Elect Director Dion J. Weisler | For | For | Management |
| 2 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 3 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
| 4 | | Ratify PricewaterhouseCoopers LLP as | For | For | Management |
| | | Auditors | | | | |
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| | | | | | | |
| TIME WARNER INC. | | | | | |
| |
| Ticker: | TWX | | Security ID: | 887317303 | | |
| Meeting Date: FEB | 15, 2017 | Meeting Type: Special | | |
| Record Date: JAN | 03, 2017 | | | | |
| |
| # | Proposal | | | Mgt Rec | Vote Cast | Sponsor |
| 1 | Approve Merger Agreement | For | For | Management |
| 2 | Advisory Vote on Golden Parachutes | For | Against | Management |
| 3 | Adjourn Meeting | | For | For | Management |
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| | | | | | |
| TIME WARNER INC. | | | | |
| |
| Ticker: | TWX | | Security ID: 887317303 | | |
| Meeting Date: JUN | 15, 2017 | Meeting Type: Annual | | |
| Record Date: | APR | 19, 2017 | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| | | | | |
| 1 | a | Elect Director William P. Barr | For | For | Management |
| 1 | b | Elect Director Jeffrey L. Bewkes | For | For | Management |
| 1 | c | Elect Director Robert C. Clark | For | For | Management |
| 1 | d | Elect Director Mathias Dopfner | For | For | Management |
| 1 | e | Elect Director Jessica P. Einhorn | For | For | Management |
| 1 | f | Elect Director Carlos M. Gutierrez | For | For | Management |
| 1 | g | Elect Director Fred Hassan | For | For | Management |
| 1 | h | Elect Director Paul D. Wachter | For | For | Management |
| 1 | i | Elect Director Deborah C. Wright | For | For | Management |
| 2 | | Ratify Ernst & Young LLP as Auditors | For | For | Management |
| 3 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 4 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
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| | | | | | | |
| ULTA BEAUTY, INC. | | | | | |
| |
| Ticker: | ULTA | Security ID: | 90384 | S303 | | |
| Meeting Date: JUN 01, 2017 | Meeting Type: Annual | | | |
| Record Date: APR 03, 2017 | | | | | |
| |
| # | Proposal | | Mgt Rec | | Vote Cast | Sponsor |
| 1.1 | Elect Director Michelle L. Collins | For | | For | Management |
| 1.2 | Elect Director Dennis K. Eck | For | | For | Management |
| 1.3 | Elect Director Charles J. Philippin | For | | For | Management |
| 1.4 | Elect Director Vanessa A. Wittman | For | | For | Management |
| 2 | Ratify Ernst & Young LLP as Auditors | For | | For | Management |
| 3 | Advisory Vote to Ratify Named | For | | For | Management |
| | Executive Officers' Compensation | | | | |
| 4 | Advisory Vote on Say on Pay Frequency | One Year | | One Year | Management |
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| | | | | | | | |
| VISA INC. | | | | | | |
| |
| Ticker: | V | Security ID: | 92826 | C839 | | |
| Meeting Date: JAN 31, 2017 | Meeting Type: Annual | | | |
| Record Date: DEC 02, 2016 | | | | | |
| |
| # | | Proposal | | Mgt Rec | | Vote Cast | Sponsor |
| 1 | a | Elect Director Lloyd A. Carney | For | | For | Management |
| 1 | b | Elect Director Mary B. Cranston | For | | For | Management |
| 1 | c | Elect Director Francisco Javier | For | | For | Management |
| | | Fernandez-Carbajal | | | | | |
| 1 | d | Elect Director Gary A. Hoffman | For | | For | Management |
| 1 | e | Elect Director Alfred F. Kelly, Jr. | For | | For | Management |
| 1 | f | Elect Director Robert W. Matschullat | For | | For | Management |
| 1 | g | Elect Director Suzanne Nora Johnson | For | | For | Management |
| 1 | h | Elect Director John A.C. Swainson | For | | For | Management |
| 1 | i | Elect Director Maynard G. Webb, Jr. | For | | For | Management |
| 2 | | Advisory Vote to Ratify Named | For | | For | Management |
| | | Executive Officers' Compensation | | | | |
| 3 | | Advisory Vote on Say on Pay Frequency | One Year | | One Year | Management |
| 4 | | Ratify KPMG LLP as Auditors | For | | For | Management |
--------------------------------------------------------------------------------
| | | | | | |
| Ticker: | GWW | Security ID: | 384802104 | | |
| Meeting Date: APR 26, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 06, 2017 | | | | |
| |
| # | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1.1 | Elect Director Rodney C. Adkins | For | For | Management |
| 1.2 | Elect Director Brian P. Anderson | For | For | Management |
| 1.3 | Elect Director V. Ann Hailey | For | For | Management |
| 1.4 | Elect Director Stuart L. Levenick | For | For | Management |
| 1.5 | Elect Director D.G. Macpherson | For | For | Management |
| 1.6 | Elect Director Neil S. Novich | For | For | Management |
| 1.7 | Elect Director Michael J. Roberts | For | For | Management |
| 1.8 | Elect Director James T. Ryan | For | For | Management |
| 1.9 | Elect Director E. Scott Santi | For | For | Management |
| 1.10 | Elect Director James D. Slavik | For | For | Management |
| 2 | Ratify Ernst & Young LLP as Auditors | For | For | Management |
| 3 | Advisory Vote to Ratify Named | For | For | Management |
| | Executive Officers' Compensation | | | |
| 4 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
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| | | | | | | | |
| WALGREENS BOOTS ALLIANCE, INC. | | | | |
| |
| Ticker: | WBA | Security ID: | 931427108 | | |
| Meeting Date: JAN 26, 2017 | Meeting Type: Annual | | |
| Record Date: NOV 28, 2016 | | | | | |
| |
| # | | Proposal | | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director Janice M. Babiak | | For | For | Management |
| 1 | b | Elect Director David J. Brailer | | For | For | Management |
| 1 | c | Elect Director William C. Foote | | For | For | Management |
| 1 | d | Elect Director Ginger L. Graham | | For | For | Management |
| 1 | e | Elect Director John A. Lederer | | For | For | Management |
| 1 | f | Elect Director Dominic P. Murphy | | For | For | Management |
| 1 | g | Elect Director Stefano Pessina | | For | For | Management |
| 1 | h | Elect Director Leonard D. Schaeffer | | For | For | Management |
| 1 | i | Elect Director Nancy M. Schlichting | | For | For | Management |
| 1 | j | Elect Director James A. Skinner | | For | For | Management |
| 2 | | Advisory Vote to Ratify Named | | For | For | Management |
| | | Executive Officers' Compensation | | | | |
| 3 | | Ratify Deloitte & Touche LLP as | | For | For | Management |
| | | Auditors | | | | | |
| 4 | | Approve Executive Incentive Bonus Plan | For | For | Management |
| 5 | | Proxy Access | | | Against | For | Shareholder |
| 6 | | Approve Report on Executive Pay & | | Against | For | Shareholder |
| | | Sustainability Performance | | | | |
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| | | | | | | |
| WORKDAY, INC. | | | | | |
| |
| Ticker: | WDAY | Security ID: | 98138 | H101 | | |
| 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 | For | For | Management |
| | Executive Officers' Compensation | | | |
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| | | | | | | |
| ZIMMER BIOMET HOLDINGS, INC. | | | | |
| |
| Ticker: | ZBH | Security ID: 98956P102 | | |
| Meeting Date: MAY 12, 2017 | Meeting Type: Annual | | |
| Record Date: MAR 13, 2017 | | | | |
| |
| # | | Proposal | | Mgt Rec | Vote Cast | Sponsor |
| 1 | a | Elect Director Christopher B. Begley | For | For | Management |
| 1 | b | Elect Director Betsy J. Bernard | For | For | Management |
| 1 | c | Elect Director Gail K. Boudreaux | For | For | Management |
| 1 | d | Elect Director David C. Dvorak | For | For | Management |
| 1 | e | Elect Director Michael J. Farrell | For | For | Management |
| 1 | f | Elect Director Larry C. Glasscock | For | For | Management |
| 1 | g | Elect Director Robert A. Hagemann | For | For | Management |
| 1 | h | Elect Director Arthur J. Higgins | For | For | Management |
| 1 | i | Elect Director Michael W. Michelson | For | For | Management |
| 1 | j | Elect Director Cecil B. Pickett | For | For | Management |
| 1 | k | Elect Director Jeffrey K. Rhodes | For | For | Management |
| 2 | | Ratify PricewaterhouseCoopers LLP as | For | For | Management |
| | | Auditors | | | | |
| 3 | | Advisory Vote to Ratify Named | For | For | Management |
| | | Executive Officers' Compensation | | | |
| 4 | | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management |
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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) | Nicholas Fund, Inc. |
| By (Signature and Title) | /s/ David O. Nicholas |
| | David O. Nicholas, Principal Executive Officer |
| Date | 08/30/2017 |
