UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER: 811-3916
NAME OF REGISTRANT: VANGUARD SPECIALIZED FUNDS
ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482
NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM
PO BOX 876
VALLEY FORGE, PA 19482
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000
DATE OF FISCAL YEAR END: JANUARY 31
DATE OF REPORTING PERIOD: JULY 1, 2015 - JUNE 30, 2016
FUND: VANGUARD HEALTH CARE FUND
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ISSUER: Abbott Laboratories
TICKER: ABT CUSIP: 002824100
MEETING DATE: 4/29/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR ROBERT J. ALPERN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR ROXANNE S. AUSTIN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR SALLY E. BLOUNT ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR W. JAMES FARRELL ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR EDWARD M. LIDDY ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR NANCY MCKINSTRY ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR PHEBE N. NOVAKOVIC ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR WILLIAM A. OSBORN ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR SAMUEL C. SCOTT, III ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR GLENN F. TILTON ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR MILES D. WHITE ISSUER YES FOR FOR
PROPOSAL #2: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
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ISSUER: Acadia Healthcare Company, Inc.
TICKER: ACHC CUSIP: 00404A109
MEETING DATE: 3/3/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: INCREASE AUTHORIZED COMMON STOCK ISSUER YES AGAINST AGAINST
PROPOSAL #2: ADJOURN MEETING ISSUER YES AGAINST AGAINST
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ISSUER: Acadia Healthcare Company, Inc.
TICKER: ACHC CUSIP: 00404A109
MEETING DATE: 5/19/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR WILLIAM F. GRIECO ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JOEY A. JACOBS ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR REEVE B. WAUD ISSUER YES FOR FOR
PROPOSAL #2: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #5: REQUIRE A MAJORITY VOTE FOR THE ELECTION SHAREHOLDER YES FOR AGAINST
OF DIRECTORS
PROPOSAL #6: REPORT ON SUSTAINABILITY SHAREHOLDER YES ABSTAIN AGAINST
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ISSUER: Actelion Ltd.
TICKER: ATLN CUSIP: H0032X135
MEETING DATE: 5/4/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #1.2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #2: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF CHF 1.50 PER SHARE FROM CAPITAL
CONTRIBUTION RESERVES
PROPOSAL #3: APPROVE DISCHARGE OF BOARD AND SENIOR ISSUER YES FOR FOR
MANAGEMENT
PROPOSAL #4: APPROVE CHF 3.2 MILLION REDUCTION IN ISSUER YES FOR FOR
SHARE CAPITAL VIA CANCELLATION OF REPURCHASED SHARES
PROPOSAL #5: EXTEND DURATION OF CHF 6.5 MILLION POOL ISSUER YES FOR FOR
OF CAPITAL WITHOUT PREEMPTIVE RIGHTS
PROPOSAL #6.1a: REELECT JEAN-PIERRE GARNIER AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #6.1b: REELECT JEAN-PAUL CLOZEL AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.1c: REELECT JUHANI ANTTILA AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.1d: REELECT ROBERT BERTOLINI AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.1e: REELECT JOHN J. GREISCH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.1f: REELECT PETER GRUSS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.1g: REELECT MICHAEL JACOBI AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.1h: REELECT JEAN MALO AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.1i: REELECT DAVID STOUT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.1j: REELECT HERNA VERHAGEN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6.2: REELECT JEAN-PIERRE GARNIER AS BOARD ISSUER YES FOR FOR
CHAIRMAN
PROPOSAL #6.3a: APPOINT HERNA VERHAGEN AS MEMBER OF ISSUER YES FOR FOR
THE COMPENSATION COMMITTEE
PROPOSAL #6.3b: APPOINT JEAN-PIERRE GARNIER AS MEMBER ISSUER YES FOR FOR
OF THE COMPENSATION COMMITTEE
PROPOSAL #6.3c: APPOINT JOHN GREISCH AS MEMBER OF THE ISSUER YES FOR FOR
COMPENSATION COMMITTEE
PROPOSAL #7.1: APPROVE REMUNERATION OF DIRECTORS IN ISSUER YES FOR FOR
THE AMOUNT OF CHF 2.4 MILLION
PROPOSAL #7.2: APPROVE REMUNERATION OF EXECUTIVE ISSUER YES �� FOR FOR
COMMITTEE IN THE AMOUNT OF CHF 23 MILLION
PROPOSAL #8: DESIGNATE BDO AG AS INDEPENDENT PROXY ISSUER YES FOR FOR
PROPOSAL #9: RATIFY ERNST & YOUNG AG AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #10: TRANSACT OTHER BUSINESS (VOTING) ISSUER YES AGAINST AGAINST
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ISSUER: Aetna Inc.
TICKER: AET CUSIP: 00817Y108
MEETING DATE: 10/19/2015 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ISSUE SHARES IN CONNECTION WITH MERGER ISSUER YES FOR FOR
PROPOSAL #2: ADJOURN MEETING ISSUER YES FOR FOR
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ISSUER: Aetna Inc.
TICKER: AET CUSIP: 00817Y108
MEETING DATE: 5/20/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR FERNANDO AGUIRRE ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR MARK T. BERTOLINI ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR FRANK M. CLARK ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR BETSY Z. COHEN ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR MOLLY J. COYE ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR ROGER N. FARAH ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR JEFFREY E. GARTEN ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR ELLEN M. HANCOCK ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR RICHARD J. HARRINGTON ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR EDWARD J. LUDWIG ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR JOSEPH P. NEWHOUSE ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR OLYMPIA J. SNOWE ISSUER YES FOR FOR
PROPOSAL #2: RATIFY KPMG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: APPROVE QUALIFIED EMPLOYEE STOCK ISSUER YES FOR FOR
PURCHASE PLAN
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #5: AMEND POLICY TO DISCLOSE PAYMENTS TO SHAREHOLDER YES AGAINST FOR
TAX-EXEMPT ORGANIZATIONS
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ISSUER: Agilent Technologies, Inc.
TICKER: A CUSIP: 00846U101
MEETING DATE: 3/16/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR PAUL N. CLARK ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JAMES G. CULLEN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR TADATAKA YAMADA ISSUER YES FOR FOR
PROPOSAL #2: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR �� FOR
AUDITORS
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR
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ISSUER: Agios Pharmaceuticals, Inc.
TICKER: AGIO CUSIP: 00847X104
MEETING DATE: 6/21/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DAVID P. SCHENKEIN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR ROBERT T. NELSEN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR MARC TESSIER-LAVIGNE ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR
PROPOSAL #4: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
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ISSUER: Alkermes plc
TICKER: ALKS CUSIP: G01767105
MEETING DATE: 5/25/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DAVID W. ANSTICE ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR ROBERT A. BREYER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR WENDY L. DIXON ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: APPROVE PRICEWATERHOUSECOOPERS AS ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR
PROPOSAL #4: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: APPROVE THE GRANT TO ISSUE SHARES UNDER ISSUER YES FOR FOR
IRISH LAW
PROPOSAL #6a: AMEND ARTICLES OF ASSOCIATION TO ISSUER YES FOR FOR
ADDRESS THE ADOPTION OF THE IRISH COMPANIES ACT 2014
PROPOSAL #6b: AMEND MEMORANDUM OF ASSOCIATION TO ISSUER YES FOR FOR
ADDRESS THE ADOPTION OF THE IRISH COMPANIES ACT 2014
PROPOSAL #7: AUTHORIZE THE BOARD TO OPT-OUT THE ISSUER YES FOR FOR
STATUTORY PRE-EMPTIONS RIGHTS
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ISSUER: Allergan plc
TICKER: AGN CUSIP: G0177J108
MEETING DATE: 5/5/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR NESLI BASGOZ ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR PAUL M. BISARO ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR JAMES H. BLOEM ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR CHRISTOPHER W. BODINE ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR CHRISTOPHER J. COUGHLIN ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR MICHAEL R. GALLAGHER ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR CATHERINE M. KLEMA ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR PETER J. MCDONNELL ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR PATRICK J. O'SULLIVAN ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR BRENTON L. SAUNDERS ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR RONALD R. TAYLOR ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR FRED G. WEISS ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: APPROVE PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR
PROPOSAL #4A: AMEND ARTICLES OF ASSOCIATION TO MAKE ISSUER YES FOR FOR
CERTAIN ADMINISTRATIVE AMENDMENTS
PROPOSAL #4B: AMEND ARTICLES OF ASSOCIATION TO MAKE ISSUER YES FOR FOR
CERTAIN ADMINISTRATIVE AMENDMENTS
PROPOSAL #5A: AMEND ARTICLES OF ASSOCIATION TO ISSUER YES FOR FOR
PROVIDE FOR A PLURALITY VOTING STANDARD IN THE EVENT
OF A CONTESTED ELECTION
PROPOSAL #5B: ESTABLISH RANGE FOR SIZE OF BOARD ISSUER YES FOR FOR
PROPOSAL #6: APPROVE REDUCTION IN SHARE CAPITAL ISSUER YES FOR FOR
PROPOSAL #7: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR
PROPOSAL #8: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
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ISSUER: Allscripts Healthcare Solutions, Inc.
TICKER: MDRX CUSIP: 01988P108
MEETING DATE: 5/24/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR PAUL M. BLACK ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR GREGORY GARRISON ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JONATHAN J. JUDGE ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR MICHAEL A. KLAYKO ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR YANCEY L. SPRUILL ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR DAVE B. STEVENS ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR DAVID D. STEVENS ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR RALPH H. "RANDY" THURMAN ISSUER YES FOR FOR
PROPOSAL #2: RATIFY GRANT THORNTON LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
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ISSUER: Alnylam Pharmaceuticals, Inc.
TICKER: ALNY CUSIP: 02043Q107
MEETING DATE: 5/3/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR STEVEN M. PAUL ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR AMY W. SCHULMAN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR KEVIN P. STARR ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
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ISSUER: Amgen Inc.
TICKER: AMGN CUSIP: 031162100
MEETING DATE: 5/19/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DAVID BALTIMORE ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR FRANK J. BIONDI, JR. ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ROBERT A. BRADWAY ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR FRANCOIS DE CARBONNEL ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR ROBERT A. ECKERT ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR GREG C. GARLAND ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR FRED HASSAN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR REBECCA M. HENDERSON ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR FRANK C. HERRINGER ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR TYLER JACKS ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR JUDITH C. PELHAM ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR RONALD D. SUGAR ISSUER YES FOR FOR
PROPOSAL #1.13: ELECT DIRECTOR R. SANDERS WILLIAMS ISSUER YES FOR FOR
PROPOSAL #2: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: PROVIDE VOTE COUNTING TO EXCLUDE SHAREHOLDER YES AGAINST FOR
ABSTENTIONS
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ISSUER: AmSurg Corp.
TICKER: AMSG CUSIP: 03232P405
MEETING DATE: 5/26/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JAMES A. DEAL ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR STEVEN I. GERINGER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR CLAIRE M. GULMI ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: RATIFY DELOITTE & TOUCHE LLP AS AUDITORS ISSUER YES FOR FOR
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ISSUER: Anthem, Inc.
TICKER: ANTM CUSIP: 036752103
MEETING DATE: 12/3/2015 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ISSUE SHARES IN CONNECTION WITH ISSUER YES FOR FOR
ACQUISITION
PROPOSAL #2: ADJOURN MEETING ISSUER YES FOR FOR
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ISSUER: Anthem, Inc.
TICKER: ANTM CUSIP: 036752103
MEETING DATE: 5/19/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR LEWIS HAY, III ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR GEORGE A. SCHAEFER, JR. ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JOSEPH R. SWEDISH ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR ELIZABETH E. TALLETT ISSUER YES FOR FOR
PROPOSAL #2: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR
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ISSUER: Astellas Pharma Inc.
TICKER: 4503 CUSIP: J03393105
MEETING DATE: 6/20/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, WITH A ISSUER YES FOR FOR
FINAL DIVIDEND OF JPY 16
PROPOSAL #2.1: ELECT DIRECTOR HATANAKA, YOSHIHIKO ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR MIYOKAWA, YOSHIRO ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR KASE, YUTAKA ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR YASUDA, HIRONOBU ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR OKAJIMA, ETSUKO ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT DIRECTOR AIZAWA, YOSHIHARU ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT STATUTORY AUDITOR SAKAI, ISSUER YES FOR FOR
HIROKO
PROPOSAL #3.2: APPOINT STATUTORY AUDITOR UEMATSU, ISSUER YES FOR FOR
NORIYUKI
PROPOSAL #4: APPROVE ANNUAL BONUS ISSUER YES FOR FOR
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ISSUER: AstraZeneca plc
TICKER: AZN CUSIP: G0593M107
MEETING DATE: 4/29/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE DIVIDENDS ISSUER YES FOR FOR
PROPOSAL #3: REAPPOINT KPMG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: AUTHORISE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR
AUDITORS
PROPOSAL #5a: RE-ELECT LEIF JOHANSSON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5b: RE-ELECT PASCAL SORIOT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5c: RE-ELECT MARC DUNOYER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5d: RE-ELECT DR CORNELIA BARGMANN AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #5e: RE-ELECT GENEVIEVE BERGER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5f: RE-ELECT BRUCE BURLINGTON AS DIRECTOR �� ISSUER YES FOR FOR
PROPOSAL #5g: RE-ELECT ANN CAIRNS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5h: RE-ELECT GRAHAM CHIPCHASE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5i: RE-ELECT JEAN-PHILIPPE COURTOIS AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #5j: RE-ELECT RUDY MARKHAM AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5k: RE-ELECT SHRITI VADERA AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5l: RE-ELECT MARCUS WALLENBERG AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #7: AUTHORISE EU POLITICAL DONATIONS AND ISSUER YES FOR FOR
EXPENDITURE
PROPOSAL #8: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #9: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #10: AUTHORISE MARKET PURCHASE OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #11: AUTHORISE THE COMPANY TO CALL GENERAL ISSUER YES FOR FOR
MEETING WITH TWO WEEKS' NOTICE
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ISSUER: athenahealth, Inc.
TICKER: ATHN CUSIP: 04685W103
MEETING DATE: 6/14/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DEV ITTYCHERIA ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JOHN A. KANE ISSUER YES FOR FOR
PROPOSAL #2: RATIFY DELOITTE LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
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ISSUER: Baxter International Inc.
TICKER: BAX CUSIP: 071813109
MEETING DATE: 5/3/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR THOMAS F. CHEN ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR JOHN D. FORSYTH ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR MICHAEL F. MAHONEY ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR CAROLE J. SHAPAZIAN ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #4: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #5: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
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ISSUER: Becton, Dickinson and Company
TICKER: BDX CUSIP: 075887109
MEETING DATE: 1/26/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR BASIL L. ANDERSON ISSUER �� YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR CATHERINE M. BURZIK ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR VINCENT A. FORLENZA ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR CLAIRE M. FRASER ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR CHRISTOPHER JONES ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR MARSHALL O. LARSEN ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR GARY A. MECKLENBURG ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR JAMES F. ORR ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR WILLARD J. OVERLOCK, ISSUER YES FOR FOR
JR.
PROPOSAL #1.10: ELECT DIRECTOR CLAIRE POMEROY ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR REBECCA W. RIMEL ISSUER YES FOR FOR
PROPOSAL #1.12: ELECT DIRECTOR BERTRAM L. SCOTT ISSUER YES FOR FOR
PROPOSAL #2: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
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ISSUER: Biogen Inc.
TICKER: BIIB CUSIP: 09062X103
MEETING DATE: 6/8/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR ALEXANDER J. DENNER ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR CAROLINE D. DORSA ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR NANCY L. LEAMING ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR RICHARD C. MULLIGAN ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR ROBERT W. PANGIA ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR STELIOS PAPADOPOULOS ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR BRIAN S. POSNER ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR ERIC K. ROWINSKY ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR GEORGE A. SCANGOS ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR LYNN SCHENK ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR STEPHEN A. SHERWIN ISSUER YES FOR FOR
PROPOSAL #2: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Boston Scientific Corporation
TICKER: BSX CUSIP: 101137107
MEETING DATE: 5/3/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR NELDA J. CONNORS ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR CHARLES J. DOCKENDORFF ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR DONNA A. JAMES ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR KRISTINA M. JOHNSON ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR EDWARD J. LUDWIG ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR STEPHEN P. MACMILLAN ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR MICHAEL F. MAHONEY ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR DAVID J. ROUX ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR JOHN E. SUNUNU ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR ELLEN M. ZANE ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Bristol-Myers Squibb Company
TICKER: BMY CUSIP: 110122108
MEETING DATE: 5/3/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECT DIRECTOR LAMBERTO ANDREOTTI ISSUER YES FOR FOR
PROPOSAL #1B: ELECT DIRECTOR PETER J. ARDUINI ISSUER YES FOR FOR
PROPOSAL #1C: ELECT DIRECTOR GIOVANNI CAFORIO ISSUER YES FOR FOR
PROPOSAL #1D: ELECT DIRECTOR LAURIE H. GLIMCHER ISSUER YES FOR FOR
PROPOSAL #1E: ELECT DIRECTOR MICHAEL GROBSTEIN ISSUER YES FOR FOR
PROPOSAL #1F: ELECT DIRECTOR ALAN J. LACY ISSUER YES FOR FOR
PROPOSAL #1G: ELECT DIRECTOR THOMAS J. LYNCH, JR. ISSUER YES FOR FOR
PROPOSAL #1H: ELECT DIRECTOR DINESH C. PALIWAL ISSUER YES FOR FOR
PROPOSAL #1I: ELECT DIRECTOR VICKI L. SATO ISSUER YES FOR FOR
PROPOSAL #1J: ELECT DIRECTOR GERALD L. STORCH ISSUER YES FOR FOR
PROPOSAL #1K: ELECT DIRECTOR TOGO D. WEST, JR. ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY DELOITTE & TOUCHE LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: REDUCE OWNERSHIP THRESHOLD FOR SHAREHOLDER YES AGAINST FOR
SHAREHOLDERS TO CALL SPECIAL MEETING
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Cardinal Health, Inc.
TICKER: CAH CUSIP: 14149Y108
MEETING DATE: 11/4/2015 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DAVID J. ANDERSON ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR COLLEEN F. ARNOLD ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR GEORGE S. BARRETT ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR CARRIE S. COX ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR CALVIN DARDEN ISSUER �� YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR BRUCE L. DOWNEY ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR PATRICIA A. HEMINGWAY ISSUER YES FOR FOR
HALL
PROPOSAL #1.8: ELECT DIRECTOR CLAYTON M. JONES ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR GREGORY B. KENNY ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR NANCY KILLEFER ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR DAVID P. KING ISSUER YES FOR FOR
PROPOSAL #2: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Cerner Corporation
TICKER: CERN CUSIP: 156782104
MEETING DATE: 5/27/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR GERALD E. BISBEE, JR. ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR DENIS A. CORTESE ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR LINDA M. DILLMAN ISSUER YES FOR FOR
PROPOSAL #2: RATIFY KPMG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Chugai Pharmaceutical Co. Ltd.
TICKER: 4519 CUSIP: J06930101
MEETING DATE: 3/24/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, WITH A ISSUER YES FOR FOR
FINAL DIVIDEND OF JPY 32
PROPOSAL #2: AMEND ARTICLES TO INDEMNIFY DIRECTORS - ISSUER YES FOR FOR
INDEMNIFY STATUTORY AUDITORS
PROPOSAL #3.1: ELECT DIRECTOR NAGAYAMA, OSAMU ISSUER YES AGAINST AGAINST
PROPOSAL #3.2: ELECT DIRECTOR UENO, MOTOO ISSUER YES FOR FOR
PROPOSAL #3.3: ELECT DIRECTOR KOSAKA, TATSURO ISSUER YES AGAINST AGAINST
PROPOSAL #3.4: ELECT DIRECTOR ITAYA, YOSHIO ISSUER YES FOR FOR
PROPOSAL #3.5: ELECT DIRECTOR TANAKA, YUTAKA ISSUER YES FOR FOR
PROPOSAL #3.6: ELECT DIRECTOR IKEDA, YASUO ISSUER YES FOR FOR
PROPOSAL #3.7: ELECT DIRECTOR FRANZ B. HUMER ISSUER YES AGAINST AGAINST
PROPOSAL #3.8: ELECT DIRECTOR SOPHIE KORNOWSKI-BONNET ISSUER YES FOR FOR
PROPOSAL #4.1: APPOINT STATUTORY AUDITOR HARA, ISSUER YES AGAINST AGAINST
HISASHI
PROPOSAL #4.2: APPOINT STATUTORY AUDITOR NIMURA, ISSUER YES FOR FOR
TAKAAKI
PROPOSAL #5: APPOINT ALTERNATE STATUTORY AUDITOR ISSUER YES FOR FOR
FUJII, YASUNORI
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Cigna Corporation
TICKER: CI CUSIP: 125509109
MEETING DATE: 12/3/2015 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE MERGER AGREEMENT ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE ON GOLDEN PARACHUTES ISSUER YES FOR FOR
PROPOSAL #3: ADJOURN MEETING ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Cigna Corporation
TICKER: CI CUSIP: 125509109
MEETING DATE: 4/27/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DAVID M. CORDANI ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR ISAIAH HARRIS, JR. ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR JANE E. HENNEY ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR DONNA F. ZARCONE ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Daiichi Sankyo Co. Ltd.
TICKER: 4568 CUSIP: J11257102
MEETING DATE: 6/20/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, WITH A ISSUER YES FOR FOR
FINAL DIVIDEND OF JPY 30
PROPOSAL #2.1: ELECT DIRECTOR NAKAYAMA, JOJI ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR HIROKAWA, KAZUNORI ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR MANABE, SUNAO ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR SAI, TOSHIAKI ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR UJI, NORITAKA ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT DIRECTOR TODA, HIROSHI ISSUER YES FOR FOR
PROPOSAL #2.7: ELECT DIRECTOR ADACHI, NAOKI ISSUER YES FOR FOR
PROPOSAL #2.8: ELECT DIRECTOR FUKUI, TSUGUYA ISSUER YES FOR FOR
PROPOSAL #2.9: ELECT DIRECTOR FUJIMOTO, KATSUMI ISSUER YES FOR FOR
PROPOSAL #2.10: ELECT DIRECTOR TOJO, TOSHIAKI ISSUER YES FOR FOR
PROPOSAL #3: APPROVE ANNUAL BONUS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DENTSPLY International Inc.
TICKER: XRAY CUSIP: 249030107
MEETING DATE: 1/11/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ISSUE SHARES IN CONNECTION WITH ISSUER YES FOR FOR
ACQUISITION
PROPOSAL #2: ADOPT SECOND AMENDED AND RESTATED ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION
PROPOSAL #3: ADVISORY VOTE ON GOLDEN PARACHUTES ISSUER YES FOR FOR
PROPOSAL #4: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #5: ADJOURN MEETING ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: DENTSPLY SIRONA Inc.
TICKER: XRAY CUSIP: 24906P109
MEETING DATE: 5/25/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR MICHAEL C. ALFANO ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR DAVID K. BEECKEN ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR ERIC K. BRANDT ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR MICHAEL J. COLEMAN ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR WILLIE A. DEESE ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR THOMAS JETTER ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR ARTHUR D. KOWALOFF ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR HARRY M. JANSEN KRAEMER, ISSUER YES FOR FOR
JR.
PROPOSAL #1i: ELECT DIRECTOR FRANCIS J. LUNGER ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR JEFFREY T. SLOVIN ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR BRET W. WISE ISSUER YES FOR FOR
PROPOSAL #2: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Eisai Co. Ltd.
TICKER: 4523 CUSIP: J12852117
MEETING DATE: 6/17/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR NAITO, HARUO ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR DEGUCHI, NOBUO ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR GRAHAM FRY ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR YAMASHITA, TORU ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR NISHIKAWA, IKUO ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR NAOE, NOBORU ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR SUHARA, EIICHIRO ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR KATO, YASUHIKO ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR KANAI, HIROKAZU ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR KAKIZAKI, TAMAKI ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR TSUNODA, DAIKEN ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Eli Lilly and Company
TICKER: LLY CUSIP: 532457108
MEETING DATE: 5/2/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR RALPH ALVAREZ ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR R. DAVID HOOVER ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JUAN R. LUCIANO ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR FRANKLYN G. PRENDERGAST ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR KATHI P. SEIFERT ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: REPORT ON GUIDELINES FOR COUNTRY SHAREHOLDER YES AGAINST FOR
SELECTION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Envision Healthcare Holdings, Inc.
TICKER: EVHC CUSIP: 29413U103
MEETING DATE: 5/2/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR WILLIAM A. SANGER ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR MICHAEL L. SMITH ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR RONALD A. WILLIAMS ISSUER YES FOR FOR
PROPOSAL #2: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: H. Lundbeck A/S
TICKER: LUN CUSIP: K4406L129
MEETING DATE: 3/31/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #2: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #3: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
OMISSION OF DIVIDENDS
PROPOSAL #4a: REELECT LARS RASMUSSEN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4b: REELECT LENE SKOLE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4c: REELECT TERRIE CURRAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4d: REELECT LARS HOLMQVIST AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #4e: REELECT JESPER OVESEN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: APPROVE REMUNERATION OF DIRECTORS IN THE ISSUER YES FOR FOR
AMOUNT OF DKK 900,000 FOR THE CHAIRMAN, DKK 600,000
FOR THE VICE CHAIRMAN, AND DKK 300,000 FOR OTHER
DIRECTORS; APPROVE REMUNERATION FOR COMMITTEE WORK
PROPOSAL #6: RATIFY DELOITTE AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #7.1: APPROVE GUIDELINES FOR COMPENSATION ISSUER YES FOR FOR
FOR EXECUTIVE MANAGEMENT AND BOARD
PROPOSAL #7.2: AUTHORIZE SHARE REPURCHASE PROGRAM ISSUER YES FOR FOR
PROPOSAL #7.3: AUTHORIZE EDITORIAL CHANGES TO ADOPTED ISSUER YES FOR FOR
RESOLUTIONS IN CONNECTION WITH REGISTRATION WITH
DANISH AUTHORITIES
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: HCA Holdings, Inc.
TICKER: HCA CUSIP: 40412C101
MEETING DATE: 4/28/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR R. MILTON JOHNSON ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR ROBERT J. DENNIS ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR NANCY-ANN DEPARLE ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR THOMAS F. FRIST, III ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR WILLIAM R. FRIST ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR CHARLES O. HOLLIDAY, JR. ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR ANN H. LAMONT ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR JAY O. LIGHT ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR GEOFFREY G. MEYERS ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR MICHAEL W. MICHELSON ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR WAYNE J. RILEY ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR JOHN W. ROWE ISSUER YES FOR FOR
PROPOSAL #2: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #3: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #5: REQUIRE A MAJORITY VOTE FOR THE ELECTION SHAREHOLDER YES AGAINST FOR
OF DIRECTORS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Hikma Pharmaceuticals plc
TICKER: HIK CUSIP: G4576K104
MEETING DATE: 2/19/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ACQUISITION OF BOEHRINGER ISSUER YES FOR FOR
INGELHEIM ROXANE INC. AND ROXANE LABORATORIES INC.
PROPOSAL #2: AUTHORISE ISSUE OF EQUITY IN CONNECTION ISSUER YES FOR FOR
WITH THE ACQUISITION
PROPOSAL #3: AUTHORISE OFF-MARKET PURCHASE OF SHARES ISSUER YES FOR FOR
ON THE TERMS OF THE CONTRACT
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Hikma Pharmaceuticals plc
TICKER: HIK CUSIP: G4576K104
MEETING DATE: 5/12/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #3: APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #4: AUTHORISE THE AUDIT COMMITTEE TO FIX ISSUER YES FOR FOR
REMUNERATION OF AUDITORS
PROPOSAL #5: ELECT DR JOCHEN GANN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: ELECT JOHN CASTELLANI AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: RE-ELECT SAID DARWAZAH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8: RE-ELECT MAZEN DARWAZAH AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: RE-ELECT ROBERT PICKERING AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: RE-ELECT ALI AL-HUSRY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: RE-ELECT MICHAEL ASHTON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12: RE-ELECT DR RONALD GOODE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13: RE-ELECT PATRICK BUTLER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14: RE-ELECT DR PAMELA KIRBY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #15: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #16: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #17: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #18: AUTHORISE MARKET PURCHASE OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #19: AUTHORISE THE COMPANY TO CALL GENERAL ISSUER YES FOR FOR
MEETING WITH TWO WEEKS' NOTICE
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Hologic, Inc.
TICKER: HOLX CUSIP: 436440101
MEETING DATE: 3/2/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JONATHAN CHRISTODORO ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR SALLY W. CRAWFORD ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR SCOTT T. GARRETT ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR NANCY L. LEAMING ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR LAWRENCE M. LEVY ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR STEPHEN P. MACMILLAN ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR SAMUEL MERKSAMER ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.8: ELECT DIRECTOR CHRISTIANA STAMOULIS ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR ELAINE S. ULLIAN ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR CHRISTOPHER J. ISSUER YES FOR FOR
COUGHLIN
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR
PLAN
PROPOSAL #4: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Humana Inc.
TICKER: HUM CUSIP: 444859102
MEETING DATE: 10/19/2015 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE MERGER AGREEMENT ISSUER YES FOR FOR
PROPOSAL #2: ADJOURN MEETING ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE ON GOLDEN PARACHUTES ISSUER YES AGAINST AGAINST
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Illumina, Inc.
TICKER: ILMN CUSIP: 452327109
MEETING DATE: 5/18/2016 �� FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR FRANCES ARNOLD ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR FRANCIS A. DESOUZA ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR KARIN EASTHAM ISSUER YES FOR FOR
PROPOSAL #2: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: ADVISORY VOTE TO RATIFY SUPERMAJORITY ISSUER YES AGAINST AGAINST
VOTING PROVISIONS IN CERTIFICATE OF INCORPORATION AND
BYLAWS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: IMS Health Holdings, Inc.
TICKER: IMS CUSIP: 44970B109
MEETING DATE: 4/8/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JOHN G. DANHAKL ISSUER YES AGAINST AGAINST
PROPOSAL #1.2: ELECT DIRECTOR KAREN L. KATEN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR BRYAN M. TAYLOR ISSUER YES AGAINST AGAINST
PROPOSAL #2: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Incyte Corporation
TICKER: INCY CUSIP: 45337C102
MEETING DATE: 5/27/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JULIAN C. BAKER ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JEAN-JACQUES BIENAIME ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR PAUL A. BROOKE ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR PAUL J. CLANCY ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR WENDY L. DIXON ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR PAUL A. FRIEDMAN ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR HERVE HOPPENOT ISSUER YES FOR FOR
PROPOSAL #2: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #3: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR
PLAN
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #5: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Inovalon Holdings, Inc.
TICKER: INOV CUSIP: 45781D101
MEETING DATE: 8/19/2015 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR KEITH R. DUNLEAVY ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR DENISE K. FLETCHER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ANDRE S. HOFFMANN ISSUER YES FOR �� FOR
PROPOSAL #1.4: ELECT DIRECTOR LEE D. ROBERTS ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR WILLIAM J. TEUBER, JR. ISSUER YES FOR FOR
PROPOSAL #2: RATIFY DELOITTE & TOUCHE LLP AS AUDITORS ISSUER YES FOR FOR
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ISSUER: Inovalon Holdings, Inc.
TICKER: INOV CUSIP: 45781D101
MEETING DATE: 5/18/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR KEITH R. DUNLEAVY ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR DENISE K. FLETCHER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ANDRE S. HOFFMANN ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR LEE D. ROBERTS ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR WILLIAM J. TEUBER, JR. ISSUER YES FOR FOR
PROPOSAL #2: RATIFY DELOITTE & TOUCHE LLP AS AUDITORS ISSUER YES FOR FOR
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ISSUER: Intuitive Surgical, Inc.
TICKER: ISRG CUSIP: 46120E602
MEETING DATE: 4/21/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR CRAIG H. BARRATT ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR MICHAEL A. FRIEDMAN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR GARY S. GUTHART ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR AMAL M. JOHNSON ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR KEITH R. LEONARD, JR. ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR ALAN J. LEVY ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR MARK J. RUBASH ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR LONNIE M. SMITH ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR GEORGE STALK, JR. ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #4: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Ironwood Pharmaceuticals, Inc.
TICKER: IRWD CUSIP: 46333X108
MEETING DATE: 6/1/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR MARSHA H. FANUCCI ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR TERRANCE G. MCGUIRE ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR EDWARD P. OWENS ISSUER YES WITHHOLD AGAINST
PROPOSAL #1.4: ELECT DIRECTOR CHRISTOPHER T. WALSH ISSUER YES FOR FOR
PROPOSAL #2: AMEND OMNIBUS STOCK PLAN ISSUER YES AGAINST AGAINST
PROPOSAL #3: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Kyowa Hakko Kirin Co Ltd
TICKER: 4151 CUSIP: J38296117
MEETING DATE: 3/24/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, WITH A ISSUER YES FOR FOR
FINAL DIVIDEND OF JPY 12.5
PROPOSAL #2: AMEND ARTICLES TO INDEMNIFY DIRECTORS - ISSUER YES FOR FOR
INDEMNIFY STATUTORY AUDITORS
PROPOSAL #3.1: ELECT DIRECTOR HANAI, NOBUO ISSUER YES FOR FOR
PROPOSAL #3.2: ELECT DIRECTOR KAWAI, HIROYUKI ISSUER YES FOR FOR
PROPOSAL #3.3: ELECT DIRECTOR TACHIBANA, KAZUYOSHI ISSUER YES FOR FOR
PROPOSAL #3.4: ELECT DIRECTOR MIKAYAMA, TOSHIFUMI ISSUER YES FOR FOR
PROPOSAL #3.5: ELECT DIRECTOR SATO, YOICHI ISSUER YES FOR FOR
PROPOSAL #3.6: ELECT DIRECTOR ITO, AKIHIRO ISSUER YES FOR FOR
PROPOSAL #3.7: ELECT DIRECTOR NISHIKAWA, KOICHIRO ISSUER YES FOR FOR
PROPOSAL #3.8: ELECT DIRECTOR LEIBOWITZ, YOSHIKO ISSUER YES FOR FOR
PROPOSAL #4: APPOINT STATUTORY AUDITOR SHIMIZU, AKIRA ISSUER YES AGAINST AGAINST
PROPOSAL #5: APPROVE DEEP DISCOUNT STOCK OPTION PLAN ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: LifePoint Health, Inc.
TICKER: LPNT CUSIP: 53219L109
MEETING DATE: 6/7/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR KERMIT R. CRAWFORD ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR JANA R. SCHREUDER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR REED V. TUCKSON ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: McKesson Corporation
TICKER: MCK CUSIP: 58155Q103
MEETING DATE: 7/29/2015 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR ANDY D. BRYANT ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR WAYNE A. BUDD ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR N. ANTHONY COLES ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR JOHN H. HAMMERGREN ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR ALTON F. IRBY, III ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR M. CHRISTINE JACOBS ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR DONALD R. KNAUSS ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR MARIE L. KNOWLES ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR DAVID M. LAWRENCE ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR EDWARD A. MUELLER ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR SUSAN R. SALKA ISSUER YES FOR FOR
PROPOSAL #2: RATIFY DELOITTE & TOUCHE LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #5: PROVIDE PROXY ACCESS RIGHT ISSUER YES FOR FOR
PROPOSAL #6: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST
PROPOSAL #7: PRO-RATA VESTING OF EQUITY AWARDS SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MEDNAX, Inc.
TICKER: MD CUSIP: 58502B106
MEETING DATE: 11/3/2015 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: AMEND NONQUALIFIED EMPLOYEE STOCK ISSUER YES FOR FOR
PURCHASE PLAN
PROPOSAL #2: APPROVE NONQUALIFIED STOCK PURCHASE PLAN ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: MEDNAX, Inc.
TICKER: MD CUSIP: 58502B106
MEETING DATE: 5/12/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR CESAR L. ALVAREZ ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR KAREY D. BARKER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR WALDEMAR A. CARLO ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR MICHAEL B. FERNANDEZ ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR PAUL G. GABOS ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR PASCAL J. GOLDSCHMIDT ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR MANUEL KADRE ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR ROGER J. MEDEL ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR DONNA E. SHALALA ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR ENRIQUE J. SOSA ISSUER YES FOR FOR
PROPOSAL #2: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Medtronic plc
TICKER: MDT CUSIP: G5960L103
MEETING DATE: 12/11/2015 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR RICHARD H. ANDERSON ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR CRAIG ARNOLD ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR SCOTT C. DONNELLY ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR RANDALL J. HOGAN, III ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR OMAR ISHRAK ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR SHIRLEY ANN JACKSON ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR MICHAEL O. LEAVITT ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR JAMES T. LENEHAN ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR ELIZABETH G. NABEL ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR DENISE M. O'LEARY ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR KENDALL J. POWELL ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR ROBERT C. POZEN ISSUER YES FOR FOR
PROPOSAL #1m: ELECT DIRECTOR PREETHA REDDY ISSUER YES FOR FOR
PROPOSAL #2: APPROVE PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Merck & Co., Inc.
TICKER: MRK CUSIP: 58933Y105
MEETING DATE: 5/24/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR LESLIE A. BRUN ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR THOMAS R. CECH ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR PAMELA J. CRAIG ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR KENNETH C. FRAZIER ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR THOMAS H. GLOCER ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR C. ROBERT KIDDER ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR ROCHELLE B. LAZARUS ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR CARLOS E. REPRESAS ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR PAUL B. ROTHMAN ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR PATRICIA F. RUSSO ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR CRAIG B. THOMPSON ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR WENDELL P. WEEKS ISSUER YES FOR FOR
PROPOSAL #1m: ELECT DIRECTOR PETER C. WENDELL ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #4: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: REPORT ON POLICIES FOR SAFE DISPOSAL OF SHAREHOLDER YES AGAINST FOR
PRESCRIPTION DRUGS BY USERS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Monsanto Company
TICKER: MON CUSIP: 61166W101
MEETING DATE: 1/29/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR GREGORY H. BOYCE ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR DAVID L. CHICOINE ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR JANICE L. FIELDS ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR HUGH GRANT ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR ARTHUR H. HARPER ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR LAURA K. IPSEN ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR MARCOS M. LUTZ ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR C. STEVEN MCMILLAN ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR JON R. MOELLER ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR WILLIAM U. PARFET ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR GEORGE H. POSTE ISSUER YES FOR FOR
PROPOSAL #1l: ELECT DIRECTOR ROBERT J.STEVENS ISSUER YES FOR FOR
PROPOSAL #1m: ELECT DIRECTOR PATRICIA VERDUIN ISSUER YES FOR FOR
PROPOSAL #2: RATIFY DELOITTE & TOUCHE LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR
PROPOSAL #5: REPORT ON EFFECTIVENESS AND RISKS OF SHAREHOLDER YES AGAINST FOR
GLYPHOSATE USE
PROPOSAL #6: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Mylan N.V.
TICKER: MYL CUSIP: N59465109
MEETING DATE: 6/24/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECT DIRECTOR HEATHER BRESCH ISSUER YES FOR FOR
PROPOSAL #1B: ELECT DIRECTOR WENDY CAMERON ISSUER YES FOR FOR
PROPOSAL #1C: ELECT DIRECTOR ROBERT J. CINDRICH ISSUER YES FOR FOR
PROPOSAL #1D: ELECT DIRECTOR ROBERT J. COURY ISSUER YES FOR FOR
PROPOSAL #1E: ELECT DIRECTOR JOELLEN LYONS DILLON ISSUER YES FOR FOR
PROPOSAL #1F: ELECT DIRECTOR NEIL DIMICK ISSUER YES FOR FOR
PROPOSAL #1G: ELECT DIRECTOR MELINA HIGGINS ISSUER YES FOR FOR
PROPOSAL #1H: ELECT DIRECTOR DOUGLAS J. LEECH ISSUER YES FOR FOR
PROPOSAL #1I: ELECT DIRECTOR RAJIV MALIK ISSUER YES FOR FOR
PROPOSAL #1J: ELECT DIRECTOR JOSEPH C. MAROON ISSUER YES FOR FOR
PROPOSAL #1K: ELECT DIRECTOR MARK W. PARRISH ISSUER YES FOR FOR
PROPOSAL #1L: ELECT DIRECTOR RODNEY L. PIATT ISSUER YES FOR FOR
PROPOSAL #1M: ELECT DIRECTOR RANDALL L. (PETE) ISSUER YES FOR FOR
VANDERVEEN
PROPOSAL #2: ADOPT FINANCIAL STATEMENTS AND STATUTORY ISSUER YES FOR FOR
REPORTS
PROPOSAL #3: RATIFY DELOITTE & TOUCHE LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #4: INSTRUCTION TO DELOITTE ACCOUNTANTS B.V. ISSUER YES FOR FOR
FOR THE AUDIT OF THE COMPANY'S DUTCH STATUTORY
ANNUAL ACCOUNTS FOR FISCAL YEAR 2016
PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #6: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #7: AUTHORIZE REPURCHASE OF SHARES ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Mylan NV
TICKER: MYL CUSIP: N59465109
MEETING DATE: 8/28/2015 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ISSUE MYLAN N.V. SHARES IN CONNECTION ISSUER YES FOR FOR
WITH ACQUISITION OF PERRIGO COMPANY PLC
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Mylan NV
TICKER: MYL CUSIP: N59465109
MEETING DATE: 1/7/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: PROPOSED RESOLUTION TO REDEEM ALL ISSUED ISSUER YES FOR FOR
PREFERRED SHARES
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Novartis AG
TICKER: NOVN CUSIP: H5820Q150
MEETING DATE: 2/23/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE DISCHARGE OF BOARD AND SENIOR ISSUER YES FOR FOR
MANAGEMENT
PROPOSAL #3: APPROVE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
DIVIDENDS OF CHF 2.70 PER SHARE
PROPOSAL #4: APPROVE CHF 24.9 MILLION REDUCTION IN ISSUER YES FOR FOR
SHARE CAPITAL VIA CANCELLATION OF REPURCHASED SHARES
PROPOSAL #5: AUTHORIZE REPURCHASE OF UP TO CHF 10 ISSUER YES FOR FOR
BILLION IN ISSUED SHARE CAPITAL
PROPOSAL #6.1: APPROVE MAXIMUM REMUNERATION OF BOARD ISSUER YES FOR FOR
OF DIRECTORS IN THE AMOUNT OF CHF 8.16 MILLION
PROPOSAL #6.2: APPROVE MAXIMUM REMUNERATION OF ISSUER YES FOR FOR
EXECUTIVE COMMITTEE IN THE AMOUNT OF CHF 93 MILLION
PROPOSAL #6.3: APPROVE REMUNERATION REPORT (NON- ISSUER YES FOR FOR
BINDING)
PROPOSAL #7.1: REELECT JOERG REINHARDT AS DIRECTOR ISSUER YES FOR FOR
AND CHAIRMAN
PROPOSAL #7.2: REELECT NANCY ANDREWS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.3: REELECT DIMITRI AZAR AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.4: REELECT SRIKANT DATAR AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.5: REELECT ANN FUDGE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.6: REELECT PIERRE LANDOLT AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.7: REELECT ANDREAS VON PLANTA AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.8: REELECT CHARLES SAWYERS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.9: REELECT ENRICO VANNI AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.10: REELECT WILLIAM WINTERS AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.11: ELECT TOM BUECHNER AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7.12: ELECT ELIZABETH DOHERTY AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.1: APPOINT SRIKANT DATAR AS MEMBER OF THE ISSUER YES FOR FOR
COMPENSATION COMMITTEE
PROPOSAL #8.2: APPOINT ANN FUDGE AS MEMBER OF THE ISSUER YES FOR FOR
COMPENSATION COMMITTEE
PROPOSAL #8.3: APPOINT ENRICO VANNI AS MEMBER OF THE ISSUER YES FOR FOR
COMPENSATION COMMITTEE
PROPOSAL #8.4: APPOINT WILLIAM WINTERS AS MEMBER OF ISSUER YES FOR FOR
THE COMPENSATION COMMITTEE
PROPOSAL #9: RATIFY PRICEWATERHOUSECOOPERS AG AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #10: DESIGNATE PETER ANDREAS ZAHN AS ISSUER YES FOR FOR
INDEPENDENT PROXY
PROPOSAL #11: TRANSACT OTHER BUSINESS (VOTING) ISSUER YES AGAINST AGAINST
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Olympus Corp.
TICKER: 7733 CUSIP: J61240107
MEETING DATE: 6/28/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, WITH A ISSUER YES FOR FOR
FINAL DIVIDEND OF JPY 17
PROPOSAL #2: AMEND ARTICLES TO REMOVE PROVISIONS ON ISSUER YES FOR FOR
TAKEOVER DEFENSE - INDEMNIFY DIRECTORS - INDEMNIFY
STATUTORY AUDITORS
PROPOSAL #3.1: ELECT DIRECTOR SASA, HIROYUKI ISSUER YES FOR FOR
PROPOSAL #3.2: ELECT DIRECTOR TAKEUCHI, YASUO ISSUER YES FOR FOR
PROPOSAL #3.3: ELECT DIRECTOR TAGUCHI, AKIHIRO ISSUER YES FOR FOR
PROPOSAL #3.4: ELECT DIRECTOR OGAWA, HARUO ISSUER YES FOR FOR
PROPOSAL #3.5: ELECT DIRECTOR HIRATA, KIICHI ISSUER YES FOR FOR
PROPOSAL #3.6: ELECT DIRECTOR HIRUTA, SHIRO ISSUER YES FOR FOR
PROPOSAL #3.7: ELECT DIRECTOR FUJITA, SUMITAKA ISSUER YES FOR FOR
PROPOSAL #3.8: ELECT DIRECTOR UNOTORO, KEIKO ISSUER YES FOR FOR
PROPOSAL #3.9: ELECT DIRECTOR KATAYAMA, TAKAYUKI ISSUER YES FOR FOR
PROPOSAL #3.10: ELECT DIRECTOR KAMINAGA, SUSUMU ISSUER YES FOR FOR
PROPOSAL #3.11: ELECT DIRECTOR KIKAWA, MICHIJIRO ISSUER YES FOR FOR
PROPOSAL #4.1: APPOINT STATUTORY AUDITOR SAITO, ISSUER YES FOR FOR
TAKASHI
PROPOSAL #4.2: APPOINT STATUTORY AUDITOR SHIMIZU, ISSUER YES FOR FOR
MASASHI
PROPOSAL #4.3: APPOINT STATUTORY AUDITOR NATORI, ISSUER YES FOR FOR
KATSUYA
PROPOSAL #4.4: APPOINT STATUTORY AUDITOR IWASAKI, ISSUER YES FOR FOR
ATSUSHI
PROPOSAL #5: APPOINT ALTERNATE STATUTORY AUDITOR ISSUER YES FOR FOR
TESHIMA, ATSUSHI
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Ono Pharmaceutical Co. Ltd.
TICKER: 4528 CUSIP: J61546115
MEETING DATE: 6/29/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, WITH A ISSUER YES FOR FOR
FINAL DIVIDEND OF JPY 90
PROPOSAL #2.1: ELECT DIRECTOR SAGARA, GYO ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR AWATA, HIROSHI ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR SANO, KEI ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR KAWABATA, KAZUHITO ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR ONO, ISAO ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT DIRECTOR KATO, YUTAKA ISSUER YES FOR FOR
PROPOSAL #2.7: ELECT DIRECTOR KURIHARA, JUN ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT STATUTORY AUDITOR NISHIMURA, ISSUER YES FOR FOR
KATSUYOSHI
PROPOSAL #3.2: APPOINT STATUTORY AUDITOR HISHIYAMA, ISSUER YES FOR FOR
YASUO
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: PAREXEL International Corporation
TICKER: PRXL CUSIP: 699462107
MEETING DATE: 12/3/2015 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR EDUARD E. HOLDENER ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR RICHARD L. LOVE ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Perrigo Company plc
TICKER: PRGO CUSIP: G97822103
MEETING DATE: 11/4/2015 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR LAURIE BRLAS ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR GARY M. COHEN ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR MARC COUCKE ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR JACQUALYN A. FOUSE ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR ELLEN R. HOFFING ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR MICHAEL J. JANDERNOA ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR GERALD K. KUNKLE, JR. ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR HERMAN MORRIS, JR. ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR DONAL O'CONNOR ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR JOSEPH C. PAPA ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR SHLOMO YANAI ISSUER YES FOR FOR
PROPOSAL #2: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: AUTHORIZE SHARE REPURCHASE PROGRAM ISSUER YES FOR FOR
PROPOSAL #5: DETERMINE PRICE RANGE FOR REISSUANCE OF ISSUER YES FOR FOR
TREASURY SHARES
PROPOSAL #6: APPROVE AMENDMENTS TO THE MEMORANDUM OF ISSUER YES FOR FOR
ASSOCIATION
PROPOSAL #7: ADOPT REVISED ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Pfizer Inc.
TICKER: PFE CUSIP: 717081103
MEETING DATE: 4/28/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR DENNIS A. AUSIELLO ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR W. DON CORNWELL ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR JOSEPH J. ECHEVARRIA ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR FRANCES D. FERGUSSON ISSUER YES FOR FOR
PROPOSAL #1.5: ELECT DIRECTOR HELEN H. HOBBS ISSUER YES FOR FOR
PROPOSAL #1.6: ELECT DIRECTOR JAMES M. KILTS ISSUER YES FOR FOR
PROPOSAL #1.7: ELECT DIRECTOR SHANTANU NARAYEN ISSUER YES FOR FOR
PROPOSAL #1.8: ELECT DIRECTOR SUZANNE NORA JOHNSON ISSUER YES FOR FOR
PROPOSAL #1.9: ELECT DIRECTOR IAN C. READ ISSUER YES FOR FOR
PROPOSAL #1.10: ELECT DIRECTOR STEPHEN W. SANGER ISSUER YES FOR FOR
PROPOSAL #1.11: ELECT DIRECTOR JAMES C. SMITH ISSUER YES FOR FOR
PROPOSAL #2: RATIFY KPMG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: REPORT ON LOBBYING PAYMENTS AND POLICY SHAREHOLDER YES AGAINST FOR
PROPOSAL #5: GIVE SHAREHOLDERS FINAL SAY ON ELECTION SHAREHOLDER YES AGAINST FOR
OF DIRECTORS
PROPOSAL #6: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: PROHIBIT TAX GROSS-UPS ON INVERSIONS SHAREHOLDER YES AGAINST FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Prothena Corporation plc
TICKER: PRTA CUSIP: G72800108
MEETING DATE: 5/19/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR RICHARD T. COLLIER ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR K. ANDRES O. HARTSTRAND ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR CHRISTOPHER S. HENNEY ISSUER YES FOR FOR
PROPOSAL #2: APPROVE KPMG LLP AS AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE BOARD TO FIX THEIR REMUNERATION
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR
PROPOSAL #5: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #6A: AMEND MEMORANDUM OF ASSOCIATION ISSUER YES FOR FOR
PROPOSAL #6B: AMEND ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Quintiles Transnational Holdings Inc.
TICKER: Q CUSIP: 74876Y101
MEETING DATE: 5/5/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JACK M. GREENBERG ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR THOMAS H. PIKE ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR ANNIE H. LO ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Regeneron Pharmaceuticals, Inc.
TICKER: REGN CUSIP: 75886F107
MEETING DATE: 6/10/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR MICHAEL S. BROWN ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR LEONARD S. SCHLEIFER ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR GEORGE D. YANCOPOULOS ISSUER YES FOR FOR
PROPOSAL #2: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Roche Holding Ltd
TICKER: ROG CUSIP: H69293225
MEETING DATE: 3/1/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER NO N/A N/A
STATUTORY REPORTS
PROPOSAL #2.1: APPROVE CHF 12.7 MILLION IN BONUSES ISSUER NO N/A N/A
THE CORPROATE EXECUTIVE COMMITTEE IN 2015
PROPOSAL #2.2: APPROVE CHF 558,390 SHARE BONUS FOR ISSUER NO N/A N/A
THE CHAIRMAN OF THE BOARD OF DIRECTORS
PROPOSAL #3: APPROVE DISCHARGE OF BOARD OF DIRECTORS ISSUER NO N/A N/A
PROPOSAL #4: APPROVE ALLOCATION OF INCOME AND ISSUER NO N/A N/A
DIVIDENDS OF CHF 8.10 PER SHARE AND NON-VOTING EQUITY
SECURITY
PROPOSAL #5: AMEND ARTICLES RE: EDITORIAL CHANGE, ISSUER NO N/A N/A
PERFORMANCE SHARE PLAN
PROPOSAL #6.1: REELECT CHRISTOPH FRANZ AS DIRECTOR ISSUER NO N/A N/A
AND BOARD CHAIRMAN
PROPOSAL #6.2: REAPPOINT CHRISTOPH FRANZ AS MEMBER OF ISSUER NO N/A N/A
THE COMPENSATION COMMITTEE
PROPOSAL #6.3: REELECT ANDRE HOFFMANN AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #6.4: REAPPOINT ANDRE HOFFMANN AS MEMBER OF ISSUER NO N/A N/A
THE COMPENSATION COMMITTEE
PROPOSAL #6.5: REELECT PIUS BASCHERA AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #6.6: REELECT JOHN BELL AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #6.7: REELECT PAUL BULCKE AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #6.8: REELECT RICHARD LIFTON AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #6.9: APPOINT RICHARD LIFTON AS MEMBER OF ISSUER NO N/A N/A
THE COMPENSATION COMMITTEE
PROPOSAL #6.10: REELECT ANDREAS OERI AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #6.11: REELECT BERNARD POUSSOT AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #6.12: REAPPOINT BERNARD POUSSOT AS MEMBER ISSUER NO N/A N/A
OF THE COMPENSATION COMMITTEE
PROPOSAL #6.13: REELECT SEVERIN SCHWAN AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #6.14: REELECT PETER VOSER AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #6.15: REAPPOINT PETER VOSER AS MEMBER OF ISSUER NO N/A N/A
THE COMPENSATION COMMITTEE
PROPOSAL #6.16: ELECT JULIE BROWN AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #6.17: ELECT CLAUDIA SUESSMUTH AS DIRECTOR ISSUER NO N/A N/A
PROPOSAL #7: APPROVE REMUNERATION OF BOARD OF ISSUER NO N/A N/A
DIRECTORS (EXCLUDING CHAIRMAN BONUS) IN THE AMOUNT OF
CHF 10 MILLION
PROPOSAL #8: APPROVE REMUNERATION OF EXECUTIVE ISSUER NO N/A N/A
COMMITTEE (EXCLUDING BONUSES AND MANDATORY EMPLOYER
CONTRIBUTIONS TO SOCIAL SECURITY) IN THE AMOUNT OF
CHF 41 MILLION
PROPOSAL #9: DESIGNATE BDO AG AS INDEPENDENT PROXY ISSUER NO N/A N/A
PROPOSAL #10: RATIFY KPMG AG AS AUDITORS ISSUER NO N/A N/A
PROPOSAL #11: TRANSACT OTHER BUSINESS (VOTING) ISSUER NO N/A N/A
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Shionogi & Co., Ltd.
TICKER: 4507 CUSIP: J74229105
MEETING DATE: 6/23/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, WITH A ISSUER YES FOR FOR
FINAL DIVIDEND OF JPY 34
PROPOSAL #2.1: ELECT DIRECTOR SHIONO, MOTOZO ISSUER YES FOR FOR
PROPOSAL #2.2: ELECT DIRECTOR TESHIROGI, ISAO ISSUER YES FOR FOR
PROPOSAL #2.3: ELECT DIRECTOR SAWADA, TAKUKO ISSUER YES FOR FOR
PROPOSAL #2.4: ELECT DIRECTOR NOMURA, AKIO ISSUER YES FOR FOR
PROPOSAL #2.5: ELECT DIRECTOR MOGI, TEPPEI ISSUER YES FOR FOR
PROPOSAL #2.6: ELECT DIRECTOR ANDO, KEIICHI ISSUER YES FOR FOR
PROPOSAL #3.1: APPOINT STATUTORY AUDITOR YOKOYAMA, ISSUER YES FOR FOR
SHINICHI
PROPOSAL #3.2: APPOINT STATUTORY AUDITOR KATO, IKUO ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Smith & Nephew plc
TICKER: SN. CUSIP: G82343164
MEETING DATE: 4/14/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS
PROPOSAL #2: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #3: APPROVE FINAL DIVIDEND ISSUER YES FOR FOR
PROPOSAL #4: RE-ELECT VINITA BALI AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #5: RE-ELECT IAN BARLOW AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #6: RE-ELECT OLIVIER BOHUON AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #7: RE-ELECT BARONESS VIRGINIA BOTTOMLEY AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #8: RE-ELECT JULIE BROWN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #9: RE-ELECT ERIK ENGSTROM AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #10: ELECT ROBIN FREESTONE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #11: RE-ELECT MICHAEL FRIEDMAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #12: RE-ELECT BRIAN LARCOMBE AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #13: RE-ELECT JOSEPH PAPA AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #14: RE-ELECT ROBERTO QUARTA AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #15: REAPPOINT KPMG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #16: AUTHORISE BOARD TO FIX REMUNERATION OF ISSUER YES FOR FOR
AUDITORS
PROPOSAL #17: AUTHORISE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #18: AUTHORISE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR
EMPTIVE RIGHTS
PROPOSAL #19: AUTHORISE MARKET PURCHASE OF ORDINARY ISSUER YES FOR FOR
SHARES
PROPOSAL #20: AUTHORISE THE COMPANY TO CALL GENERAL ISSUER YES FOR FOR
MEETING WITH TWO WEEKS' NOTICE
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Stryker Corporation
TICKER: SYK CUSIP: 863667101
MEETING DATE: 4/27/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR HOWARD E. COX, JR. ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR SRIKANT M. DATAR ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR ROCH DOLIVEUX ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR LOUISE L. FRANCESCONI ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR ALLAN C. GOLSTON ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR KEVIN A. LOBO ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR WILLIAM U. PARFET ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR ANDREW K. SILVERNAIL ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR RONDA E. STRYKER ISSUER YES FOR FOR
PROPOSAL #2: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Takeda Pharmaceutical Co. Ltd.
TICKER: 4502 CUSIP: J8129E108
MEETING DATE: 6/29/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: APPROVE ALLOCATION OF INCOME, WITH A ISSUER YES FOR FOR
FINAL DIVIDEND OF JPY 90
PROPOSAL #2: AMEND ARTICLES TO ADOPT BOARD STRUCTURE ISSUER YES FOR FOR
WITH AUDIT COMMITTEE - CLARIFY DIRECTOR AUTHORITY ON
SHAREHOLDER MEETINGS - AMEND PROVISIONS ON NUMBER OF
DIRECTORS - INDEMNIFY DIRECTORS - AUTHORIZE BOARD TO
DETERMINE INCOME ALLOCATION
PROPOSAL #3.1: ELECT DIRECTOR HASEGAWA, YASUCHIKA ISSUER YES FOR FOR
PROPOSAL #3.2: ELECT DIRECTOR CHRISTOPHE WEBER ISSUER YES FOR FOR
PROPOSAL #3.3: ELECT DIRECTOR HONDA, SHINJI ISSUER YES FOR FOR
PROPOSAL #3.4: ELECT DIRECTOR IWASAKI, MASATO ISSUER YES FOR FOR
PROPOSAL #3.5: ELECT DIRECTOR ANDREW PLUMP ISSUER YES FOR FOR
PROPOSAL #3.6: ELECT DIRECTOR SUDO, FUMIO ISSUER YES FOR FOR
PROPOSAL #3.7: ELECT DIRECTOR SAKANE, MASAHIRO ISSUER YES FOR FOR
PROPOSAL #3.8: ELECT DIRECTOR MICHEL ORSINGER ISSUER YES FOR FOR
PROPOSAL #3.9: ELECT DIRECTOR SHIGA, TOSHIYUKI ISSUER YES FOR FOR
PROPOSAL #3.10: ELECT DIRECTOR HIGASHI, EMIKO ISSUER YES FOR FOR
PROPOSAL #3.11: ELECT DIRECTOR FUJIMORI, YOSHIAKI ISSUER YES FOR FOR
PROPOSAL #4.1: ELECT DIRECTOR AND AUDIT COMMITTEE ISSUER YES FOR FOR
MEMBER YAMANAKA, YASUHIKO
PROPOSAL #4.2: ELECT DIRECTOR AND AUDIT COMMITTEE ISSUER YES FOR FOR
MEMBER KUNIYA, SHIRO
PROPOSAL #4.3: ELECT DIRECTOR AND AUDIT COMMITTEE ISSUER YES FOR FOR
MEMBER HATSUKAWA, KOJI
PROPOSAL #4.4: ELECT DIRECTOR AND AUDIT COMMITTEE ISSUER YES FOR FOR
MEMBER JEAN-LUC BUTEL
PROPOSAL #5: APPROVE AGGREGATE COMPENSATION CEILING ISSUER YES FOR FOR
FOR DIRECTORS WHO ARE NOT AUDIT COMMITTEE MEMBERS
PROPOSAL #6: APPROVE AGGREGATE COMPENSATION CEILING ISSUER YES FOR FOR
FOR DIRECTORS WHO ARE AUDIT COMMITTEE MEMBERS
PROPOSAL #7: APPROVE TRUST-TYPE EQUITY COMPENSATION ISSUER YES FOR FOR
PLAN FOR INSIDE DIRECTORS WHO ARE NOT AUDIT COMMITTEE
MEMBERS AND TRUST-TYPE EQUITY COMPENSATION PLAN FOR
OUTSIDE DIRECTORS WHO ARE NOT AUDIT COMMITTEE MEMBERS
PROPOSAL #8: APPROVE TRUST-TYPE EQUITY COMPENSATION ISSUER YES FOR FOR
PLAN FOR DIRECTORS WHO ARE AUDIT COMMITTEE MEMBERS
PROPOSAL #9: APPROVE ANNUAL BONUS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Team Health Holdings, Inc.
TICKER: TMH CUSIP: 87817A107
MEETING DATE: 5/25/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR H. LYNN MASSINGALE ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR MICHAEL D. SNOW ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR EDWIN M. CRAWFORD ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR SCOTT OSTFELD ISSUER YES FOR FOR
PROPOSAL #2: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: TEVA- PHARMACEUTICAL INDUSTRIES LTD
TICKER: TEVA CUSIP: 881624209
MEETING DATE: 4/18/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: REELECT YITZHAK PETERBURG AS DIRECTOR ISSUER YES FOR FOR
UNTIL THE 2019 ANNUAL MEETING OF SHAREHOLDERS
PROPOSAL #1b: REELECT ARIE BELLDEGRUN AS DIRECTOR ISSUER YES FOR FOR
UNTIL THE 2019 ANNUAL MEETING OF SHAREHOLDERS
PROPOSAL #1c: REELECT AMIR ELSTEIN AS DIRECTOR UNTIL ISSUER YES FOR FOR
THE 2019 ANNUAL MEETING OF SHAREHOLDERS
PROPOSAL #2: AMEND COMPENSATION POLICY FOR THE ISSUER YES FOR FOR
DIRECTORS AND OFFICERS OF THE COMPANY
PROPOSAL #2a: VOTE FOR IF YOU ARE A CONTROLLING ISSUER YES AGAINST N/A
SHAREHOLDER OR HAVE A PERSONAL INTEREST IN ITEM 2;
OTHERWISE, VOTE AGAINST. YOU MAY NOT ABSTAIN. IF YOU
VOTE FOR, PLEASE PROVIDE AN EXPLANATION TO YOUR
ACCOUNT MANAGER
PROPOSAL #3a: APPROVE AN INCREASE TO THE FEES PAYABLE ISSUER YES FOR FOR
TO EREZ VIGODMAN, CEO
PROPOSAL #3b: APPROVE AMENDMENT TO ANNUAL CASH BONUS ISSUER YES FOR FOR
OBJECTIVES AND PAYOUTTERMS FOR EREZ VIGODMAN, CEO
PROPOSAL #3c: APPROVE AMENDMENT TO ANNUAL EQUITY ISSUER YES FOR FOR
AWARDS FOR EREZ VIGODMAN, CEO
PROPOSAL #4: APPROVE AMENDMENT TO THE 2015 LONG-TERM ISSUER YES FOR FOR
EQUITY-BASED INCENTIVE PLAN TO INCREASE THE NUMBER OF
SHARES AVAILABLE FOR ISSUANCE THEREUNDER
PROPOSAL #5: REAPPOINT KESSELMAN & KESSELMAN AS ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE BOARD TO FIX THEIR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: THE MEDICINES COMPANY
TICKER: MDCO CUSIP: 584688105
MEETING DATE: 5/26/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1A: ELECT DIRECTOR WILLIAM W. CROUSE ISSUER YES FOR FOR
PROPOSAL #1B: ELECT DIRECTOR JOHN C. KELLY ISSUER YES FOR FOR
PROPOSAL #1C: ELECT DIRECTOR HIROAKI SHIGETA ISSUER YES FOR FOR
PROPOSAL #2: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR
PROPOSAL #4: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR
PLAN
PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #6: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Thermo Fisher Scientific Inc.
TICKER: TMO CUSIP: 883556102
MEETING DATE: 5/18/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR MARC N. CASPER ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR NELSON J. CHAI ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR C. MARTIN HARRIS ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR TYLER JACKS ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR JUDY C. LEWENT ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR THOMAS J. LYNCH ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR JIM P. MANZI ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR WILLIAM G. PARRETT ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR SCOTT M. SPERLING ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR ELAINE S. ULLIAN ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UCB SA
TICKER: UCB CUSIP: B93562120
MEETING DATE: 4/28/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #4: APPROVE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
ALLOCATION OF INCOME, INCLUDING DIVIDENDS OF EUR 1.10
PER SHARE
PROPOSAL #5: APPROVE REMUNERATION REPORT ISSUER YES FOR FOR
PROPOSAL #6: APPROVE DISCHARGE OF DIRECTORS ISSUER YES FOR FOR
PROPOSAL #7: APPROVE DISCHARGE OF AUDITORS ISSUER YES FOR FOR
PROPOSAL #8.1a: REELECT HARRIET EDELMAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.1b: INDICATE HARRIET EDELMAN AS ISSUER YES FOR FOR
INDEPENDENT BOARD MEMBER
PROPOSAL #8.2: REELECT CHARLES-ANTOINE JANSSEN AS ISSUER YES FOR FOR
DIRECTOR
PROPOSAL #8.3a: ELECT ULF WIINBERG AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.3b: INDICATE ULF WIINBERG AS INDEPENDENT ISSUER YES FOR FOR
BOARD MEMBER
PROPOSAL #8.4a: ELECT PIERRE GURDJIAN AS DIRECTOR ISSUER YES FOR FOR
PROPOSAL #8.4b: INDICATE PIERRE GURDJIAN AS ISSUER YES FOR FOR
INDEPENDENT BOARD MEMBER
PROPOSAL #9: APPROVE RESTRICTED STOCK PLAN RE: ISSUER YES FOR FOR
ISSUANCE OF 1,004,000 RESTRICTED SHARES
PROPOSAL #10.1: APPROVE CHANGE-OF-CONTROL CLAUSE RE : ISSUER YES FOR FOR
EMTN PROGRAM
PROPOSAL #10.2: APPROVE CHANGE-OF-CONTROL CLAUSE RE : ISSUER YES FOR FOR
EIB LOAN FACILITY
PROPOSAL #E.2: RENEW AUTHORIZATION TO INCREASE SHARE ISSUER YES FOR FOR
CAPITAL WITHIN THE FRAMEWORK OF AUTHORIZED CAPITAL
PROPOSAL #E.3: AUTHORIZE REPURCHASE OF UP TO 10 ISSUER YES FOR FOR
PERCENT OF ISSUED SHARE CAPITAL
PROPOSAL #E.4: AMEND ARTICLES RE: DELETE TRANSITIONAL ISSUER YES FOR FOR
MEASURE ON BEARER SHARES
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: UnitedHealth Group Incorporated
TICKER: UNH CUSIP: 91324P102
MEETING DATE: 6/6/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR WILLIAM C. BALLARD, JR. ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR EDSON BUENO ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR RICHARD T. BURKE ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR ROBERT J. DARRETTA ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR STEPHEN J. HEMSLEY ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR MICHELE J. HOOPER ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR RODGER A. LAWSON ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR GLENN M. RENWICK ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR KENNETH I. SHINE ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR GAIL R. WILENSKY ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY DELOITTE & TOUCHE LLP AS AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Universal Health Services, Inc.
TICKER: UHS CUSIP: 913903100
MEETING DATE: 5/18/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1: ELECT DIRECTOR ROBERT H. HOTZ ISSUER YES FOR FOR
PROPOSAL #2: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
AUDITORS
PROPOSAL #3: PROXY ACCESS SHAREHOLDER YES FOR AGAINST
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Vertex Pharmaceuticals Incorporated
TICKER: VRTX CUSIP: 92532F100
MEETING DATE: 6/15/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1.1: ELECT DIRECTOR JOSHUA BOGER ISSUER YES FOR FOR
PROPOSAL #1.2: ELECT DIRECTOR TERRENCE C. KEARNEY ISSUER YES FOR FOR
PROPOSAL #1.3: ELECT DIRECTOR YUCHUN LEE ISSUER YES FOR FOR
PROPOSAL #1.4: ELECT DIRECTOR ELAINE S. ULLIAN ISSUER YES FOR FOR
PROPOSAL #2: RATIFY ERNST & YOUNG LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #4: DECLASSIFY THE BOARD OF DIRECTORS SHAREHOLDER YES FOR AGAINST
PROPOSAL #5: PRO-RATA VESTING OF EQUITY AWARDS SHAREHOLDER YES AGAINST FOR
PROPOSAL #6: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR
PROPOSAL #7: ASSESS FEASIBILITY OF INCLUDING SHAREHOLDER YES AGAINST FOR
SUSTAINABILITY AS A PERFORMANCE MEASURE FOR SENIOR
EXECUTIVE COMPENSATION
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: Walgreens Boots Alliance, Inc.
TICKER: WBA CUSIP: 931427108
MEETING DATE: 1/27/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR JANICE M. BABIAK ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR DAVID J. BRAILER ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR WILLIAM C. FOOTE ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR GINGER L. GRAHAM ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR JOHN A. LEDERER ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR DOMINIC P. MURPHY ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR STEFANO PESSINA ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR BARRY ROSENSTEIN ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR LEONARD D. SCHAEFFER ISSUER YES FOR FOR
PROPOSAL #1j: ELECT DIRECTOR NANCY M. SCHLICHTING ISSUER YES FOR FOR
PROPOSAL #1k: ELECT DIRECTOR JAMES A. SKINNER ISSUER YES FOR FOR
PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
PROPOSAL #3: RATIFY DELOITTE & TOUCHE LLP AS AUDITORS ISSUER YES FOR FOR
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ISSUER: WellCare Health Plans, Inc.
TICKER: WCG CUSIP: 94946T106
MEETING DATE: 5/25/2016 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
PROPOSAL #1a: ELECT DIRECTOR RICHARD C. BREON ISSUER YES FOR FOR
PROPOSAL #1b: ELECT DIRECTOR KENNETH A. BURDICK ISSUER YES FOR FOR
PROPOSAL #1c: ELECT DIRECTOR CAROL J. BURT ISSUER YES FOR FOR
PROPOSAL #1d: ELECT DIRECTOR ROEL C. CAMPOS ISSUER YES FOR FOR
PROPOSAL #1e: ELECT DIRECTOR KEVIN F. HICKEY ISSUER YES FOR FOR
PROPOSAL #1f: ELECT DIRECTOR CHRISTIAN P. MICHALIK ISSUER YES FOR FOR
PROPOSAL #1g: ELECT DIRECTOR GLENN D. STEELE, JR. ISSUER YES FOR FOR
PROPOSAL #1h: ELECT DIRECTOR WILLIAM L. TRUBECK ISSUER YES FOR FOR
PROPOSAL #1i: ELECT DIRECTOR PAUL E. WEAVER ISSUER YES FOR FOR
PROPOSAL #2: RATIFY DELOITTE & TOUCHE LLP AS AUDITORS ISSUER YES FOR FOR
PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR
OFFICERS' COMPENSATION
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.
VANGUARD SPECIALIZED FUNDS
By: /s/F. William McNabb III
F. William McNabb III*
Chairman and Chief Executive Officer
Date: August 30, 2016
*By: /s/Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on April 22, 2014,
see File Number 2-17620. Incorporated by Reference.
