UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-04087
Manning & Napier Fund, Inc.
(Exact name of registrant as specified in charter)
290 Woodcliff Drive, Fairport, NY 14450
(Address of principal executive offices)(Zip Code)
Paul J. Battaglia 290 Woodcliff Drive, Fairport, NY 14450
(Name and address of agent for service)
Registrant’s telephone number, including area code: 585-325-6880
Date of fiscal year end: December 31
Date of reporting period: July 1, 2022 – June 30, 2023
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (17 CFR 239.24 and 274.5), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2022 TO JUNE 30, 2023
Manning & Napier Fund, Inc. Real Estate Series -------------------------------------------------------------------------------------------------------------------------- AGREE REALTY CORPORATION Agenda Number: 935795762 -------------------------------------------------------------------------------------------------------------------------- Security: 008492100 Meeting Type: Annual Ticker: ADC Meeting Date: 11-May-2023 ISIN: US0084921008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Merrie Frankel Mgmt For For John Rakolta, Jr. Mgmt For For Jerome Rossi Mgmt For For 2. To ratify the appointment of Grant Thornton LLP as our Mgmt For For independent registered public accounting firm for 2023. 3. To approve, by non-binding vote, executive Mgmt For For compensation. 4. To approve, by non-binding vote, the frequency of Mgmt 1 Year For executive compensation votes. -------------------------------------------------------------------------------------------------------------------------- AMERICAN HOMES 4 RENT Agenda Number: 935785177 -------------------------------------------------------------------------------------------------------------------------- Security: 02665T306 Meeting Type: Annual Ticker: AMH Meeting Date: 09-May-2023 ISIN: US02665T3068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Trustee: Matthew J. Hart Mgmt For For 1b. Election of Trustee: David P. Singelyn Mgmt For For 1c. Election of Trustee: Douglas N. Benham Mgmt For For 1d. Election of Trustee: Jack Corrigan Mgmt For For 1e. Election of Trustee: David Goldberg Mgmt For For 1f. Election of Trustee: Tamara H. Gustavson Mgmt For For 1g. Election of Trustee: Michelle C. Kerrick Mgmt For For 1h. Election of Trustee: James H. Kropp Mgmt For For 1i. Election of Trustee: Lynn C. Swann Mgmt For For 1j. Election of Trustee: Winifred M. Webb Mgmt For For 1k. Election of Trustee: Jay Willoughby Mgmt For For 1l. Election of Trustee: Matthew R. Zaist Mgmt For For 2. Ratification of the Appointment of Ernst & Young LLP Mgmt For For as American Homes 4 Rent's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023. 3. Advisory Vote to Approve American Homes 4 Rent's Named Mgmt For For Executive Officer Compensation. -------------------------------------------------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Agenda Number: 935806008 -------------------------------------------------------------------------------------------------------------------------- Security: 03027X100 Meeting Type: Annual Ticker: AMT Meeting Date: 24-May-2023 ISIN: US03027X1000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Thomas A. Bartlett Mgmt For For 1b. Election of Director: Kelly C. Chambliss Mgmt For For 1c. Election of Director: Teresa H. Clarke Mgmt For For 1d. Election of Director: Raymond P. Dolan Mgmt For For 1e. Election of Director: Kenneth R. Frank Mgmt For For 1f. Election of Director: Robert D. Hormats Mgmt For For 1g. Election of Director: Grace D. Lieblein Mgmt For For 1h. Election of Director: Craig Macnab Mgmt For For 1i. Election of Director: JoAnn A. Reed Mgmt For For 1j. Election of Director: Pamela D. A. Reeve Mgmt For For 1k. Election of Director: Bruce L. Tanner Mgmt For For 1l. Election of Director: Samme L. Thompson Mgmt For For 2. To ratify the selection of Deloitte & Touche LLP as Mgmt For For the Company's independent registered public accounting firm for 2023. 3. To approve, on an advisory basis, the Company's Mgmt For For executive compensation. 4. To vote, on an advisory basis, on the frequency with Mgmt 1 Year For which the Company will hold a stockholder advisory vote on executive compensation. -------------------------------------------------------------------------------------------------------------------------- AMERICOLD REALTY TRUST Agenda Number: 935802202 -------------------------------------------------------------------------------------------------------------------------- Security: 03064D108 Meeting Type: Annual Ticker: COLD Meeting Date: 16-May-2023 ISIN: US03064D1081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to hold office until the Annual Mgmt For For Meeting to be held in 2024: George F. Chappelle Jr. 1b. Election of Director to hold office until the Annual Mgmt For For Meeting to be held in 2024: George J. Alburger, Jr. 1c. Election of Director to hold office until the Annual Mgmt For For Meeting to be held in 2024: Kelly H. Barrett 1d. Election of Director to hold office until the Annual Mgmt For For Meeting to be held in 2024: Robert L. Bass 1e. Election of Director to hold office until the Annual Mgmt For For Meeting to be held in 2024: Antonio F. Fernandez 1f. Election of Director to hold office until the Annual Mgmt For For Meeting to be held in 2024: Pamela K. Kohn 1g. Election of Director to hold office until the Annual Mgmt For For Meeting to be held in 2024: David J. Neithercut 1h. Election of Director to hold office until the Annual Mgmt Against Against Meeting to be held in 2024: Mark R. Patterson 1i. Election of Director to hold office until the Annual Mgmt For For Meeting to be held in 2024: Andrew P. Power 2. Advisory Vote on Compensation of Named Executive Mgmt For For Officers (Say-On-Pay). 3. Ratification of Ernst & Young LLP as our Independent Mgmt For For Accounting Firm for 2023. -------------------------------------------------------------------------------------------------------------------------- BRANDYWINE REALTY TRUST Agenda Number: 935808797 -------------------------------------------------------------------------------------------------------------------------- Security: 105368203 Meeting Type: Annual Ticker: BDN Meeting Date: 25-May-2023 ISIN: US1053682035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Trustee: Reginald DesRoches Mgmt For For 1b. Election of Trustee: James C. Diggs Mgmt For For 1c. Election of Trustee: H. Richard Haverstick, Jr. Mgmt For For 1d. Election of Trustee: Terri A. Herubin Mgmt Against Against 1e. Election of Trustee: Joan M. Lau Mgmt For For 1f. Election of Trustee: Charles P. Pizzi Mgmt For For 1g. Election of Trustee: Gerard H. Sweeney Mgmt For For 2. Ratification of the Audit Committee's appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2023. 3. Provide a non-binding, advisory vote on our executive Mgmt Against Against compensation. 4. Provide a non-binding, advisory vote on the frequency Mgmt 1 Year For of an advisory vote on executive compensation. 5. Adoption of the 2023 Long-Term Incentive Plan. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- CAMDEN PROPERTY TRUST Agenda Number: 935791613 -------------------------------------------------------------------------------------------------------------------------- Security: 133131102 Meeting Type: Annual Ticker: CPT Meeting Date: 12-May-2023 ISIN: US1331311027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Trust Manager: Richard J. Campo Mgmt For For 1b. Election of Trust Manager: Javier E. Benito Mgmt For For 1c. Election of Trust Manager: Heather J. Brunner Mgmt For For 1d. Election of Trust Manager: Mark D. Gibson Mgmt For For 1e. Election of Trust Manager: Scott S. Ingraham Mgmt For For 1f. Election of Trust Manager: Renu Khator Mgmt For For 1g. Election of Trust Manager: D. Keith Oden Mgmt For For 1h. Election of Trust Manager: Frances Aldrich Mgmt For For Sevilla-Sacasa 1i. Election of Trust Manager: Steven A. Webster Mgmt For For 1j. Election of Trust Manager: Kelvin R. Westbrook Mgmt For For 2. Approval, by an advisory vote, of executive Mgmt Against Against compensation. 3. Ratification of Deloitte & Touche LLP as the Mgmt For For independent registered public accounting firm. 4. Approval, by an advisory vote, of frequency of future Mgmt 1 Year For advisory votes on executive compensation. -------------------------------------------------------------------------------------------------------------------------- CARETRUST REIT, INC Agenda Number: 935776762 -------------------------------------------------------------------------------------------------------------------------- Security: 14174T107 Meeting Type: Annual Ticker: CTRE Meeting Date: 27-Apr-2023 ISIN: US14174T1079 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Diana M. Laing Mgmt For For 1b. Election of Director: Anne Olson Mgmt For For 1c. Election of Director: Spencer G. Plumb Mgmt For For 1d. Election of Director: David M. Sedgwick Mgmt For For 1e. Election of Director: Careina D. Williams Mgmt For For 2. Approval, on an advisory basis, of the compensation of Mgmt For For the Company's named executive officers. 3. Approval, on an advisory basis, of the frequency of Mgmt 1 Year For future advisory votes on named executive officer compensation. 4. Ratification of the appointment of Deloitte & Touche Mgmt For For LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- CELLNEX TELECOM S.A. Agenda Number: 717161020 -------------------------------------------------------------------------------------------------------------------------- Security: E2R41M104 Meeting Type: OGM Ticker: CLNX Meeting Date: 31-May-2023 ISIN: ES0105066007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING MUST BE LODGED WITH SHAREHOLDER DETAILS AS Non-Voting PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. 1 APPROVAL OF THE INDIVIDUAL ANNUAL ACCOUNTS AND Mgmt For For MANAGEMENT REPORT AND OF THE CONSOLIDATED ANNUAL ACCOUNTS AND MANAGEMENT REPORT (FINANCIAL INFORMATION), CORRESPONDING TO THE FISCAL YEAR ENDED AT THE 31 OF DECEMBER, 2022 2 APPROVAL OF THE INFORMATION NON FINANCIAL INFORMATION Mgmt For For CONTAINED IN THE CONSOLIDATED MANAGEMENT REPORT CORRESPONDING TO THE FISCAL YEAR ENDED AT THE 31 OF DECEMBER, 2022 3 APPROVAL OF THE PROPOSED APPLICATION OF THE RESULT Mgmt For For CORRESPONDING TO THE FISCAL YEAR ENDED AT THE 31 OF DECEMBER, 2022 4 APPROVAL OF THE MANAGEMENT OF THE BOARD OF DIRECTORS Mgmt For For DURING THE FISCAL YEAR ENDED AT THE 31 OF DECEMBER, 2022 5 APPROVAL AND DELEGATION TO THE BOARD OF DIRECTORS OF Mgmt For For THE POWER TO DISTRIBUTE DIVIDENDS CHARGED TO THE SHARE PREMIUM RESERVE 6 RE ELECTION OF AUDITORS FOR THE COMPANY AND ITS Mgmt For For CONSOLIDATED GROUP FOR THE YEAR 2024 7.1 REMUNERATION OF DIRECTORS: APPROVAL OF THE MAXIMUM Mgmt For For GLOBAL AMOUNT OF REMUNERATION FOR DIRECTORS IN THEIR CAPACITY AS SUCH 7.2 REMUNERATION OF DIRECTORS: MODIFICATION OF THE Mgmt Against Against REMUNERATION POLICY FOR DIRECTORS 8.1 ESTABLISHMENT OF THE NUMBER OF MEMBERS OF THE BOARD OF Mgmt For For DIRECTOR. RATIFICATIONS, RE ELECTIONS AND APPOINTMENTS OF DIRECTOR: SETTING THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS AT THIRTEEN 8.2 ESTABLISHMENT OF THE NUMBER OF MEMBERS OF THE BOARD OF Mgmt For For DIRECTOR. RATIFICATIONS, RE ELECTIONS AND APPOINTMENTS OF DIRECTOR: RE ELECTION OF MRS. CONCEPCION DEL RIVERO BERMEJO AS AN INDEPENDENT DIRECTOR, FOR THE STATUTORY TERM 8.3 ESTABLISHMENT OF THE NUMBER OF MEMBERS OF THE BOARD OF Mgmt For For DIRECTOR. RATIFICATIONS, RE ELECTIONS AND APPOINTMENTS OF DIRECTOR: RE ELECTION OF MR. CHRISTIAN COCO AS PROPRIETARY DIRECTOR, FOR THE STATUTORY TERM 8.4 ESTABLISHMENT OF THE NUMBER OF MEMBERS OF THE BOARD OF Mgmt For For DIRECTOR. RATIFICATIONS, RE ELECTIONS AND APPOINTMENTS OF DIRECTOR: RATIFICATION OF THE APPOINTMENT BY COOPTATION OF DA. ANA GARCIA FAU AND RE ELECTION AS AN INDEPENDENT DIRECTOR, FOR THE STATUTORY TERM 8.5 ESTABLISHMENT OF THE NUMBER OF MEMBERS OF THE BOARD OF Mgmt For For DIRECTOR. RATIFICATIONS, RE ELECTIONS AND APPOINTMENTS OF DIRECTOR: RATIFICATION OF THE APPOINTMENT BY CO OPTATION OF MR. JONATHAN AMOUYAL AND RE ELECTION AS PROPRIETARY DIRECTOR, FOR THE STATUTORY TERM 8.6 ESTABLISHMENT OF THE NUMBER OF MEMBERS OF THE BOARD OF Mgmt For For DIRECTOR. RATIFICATIONS, RE ELECTIONS AND APPOINTMENTS OF DIRECTOR: RATIFICATION OF THE APPOINTMENT BY CO OPTATION OF MS. MARIA TERESA BALLESTER FORNES AND RE ELECTION AS INDEPENDENT DIRECTOR, FOR THE STATUTORY TERM 8.7 ESTABLISHMENT OF THE NUMBER OF MEMBERS OF THE BOARD OF Mgmt For For DIRECTOR. RATIFICATIONS, RE ELECTIONS AND APPOINTMENTS OF DIRECTOR: APPOINTMENT OF MR. OSCAR FANJUL MARTIN AS INDEPENDENT DIRECTOR, FOR THE STATUTORY TERM 8.8 ESTABLISHMENT OF THE NUMBER OF MEMBERS OF THE BOARD OF Mgmt For For DIRECTOR. RATIFICATIONS, RE ELECTIONS AND APPOINTMENTS OF DIRECTOR: APPOINTMENT OF MR. DOMINIQUE D'HINNIN AS AN INDEPENDENT DIRECTOR, FOR THE STATUTORY TERM 8.9 ESTABLISHMENT OF THE NUMBER OF MEMBERS OF THE BOARD OF Mgmt For For DIRECTOR. RATIFICATIONS, RE ELECTIONS AND APPOINTMENTS OF DIRECTOR: APPOINTMENT OF MR. MARCO PATUANO AS EXECUTIVE DIRECTOR WITH EFFECT FROM JUNE 4, 2023, FOR THE STATUTORY TERM 9 AUTHORIZATION TO THE BOARD OF DIRECTORS FOR THE Mgmt For For DERIVATIVE ACQUISITION OF TREASURY SHARES DIRECTLY OR THROUGH GROUP COMPANIES AND FOR THEIR DISPOSAL 10 DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO Mgmt For For INCREASE THE SHARE CAPITAL UNDER THE TERMS AND CONDITIONS OF ARTICLE 297.1.B) OF THE CAPITAL COMPANIES ACT, FOR A MAXIMUM PERIOD OF FIVE YEARS. DELEGATION OF THE POWER TO EXCLUDE THE PRE EMPTIVE SUBSCRIPTION RIGHT IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 506 OF THE CAPITAL COMPANIES ACT, BEING LIMITED TO A MAXIMUM NOMINAL AMOUNT, AS A WHOLE, EQUAL TO 10PCT OF THE SHARE CAPITAL ON THE DATE OF THE AUTHORIZATION 11 DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO Mgmt Abstain Against ISSUE BONDS, DEBENTURES AND OTHER FIXED INCOME SECURITIES CONVERTIBLE INTO SHARES, AS WELL AS WARRANTS AND ANY OTHER FINANCIAL INSTRUMENTS THAT GIVE THE RIGHT TO ACQUIRE NEWLY ISSUED SHARES OF THE COMPANY, FOR A MAXIMUM PERIOD OF FIVE YEARS. DELEGATION OF THE POWER TO EXCLUDE THE PRE EMPTIVE SUBSCRIPTION RIGHT IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 506 OF THE CAPITAL COMPANIES ACT, BEING LIMITED TO A MAXIMUM NOMINAL AMOUNT, AS A WHOLE, EQUAL TO 10PCT OF THE SHARE CAPITAL ON THE DATE OF THE AUTHORIZATION 12 DELEGATION OF POWERS TO FORMALIZE ALL THE RESOLUTIONS Mgmt For For ADOPTED BY THE GENERAL SHAREHOLDERS' MEETING 13 CONSULTATIVE VOTING ON THE ANNUAL REPORT ON DIRECTORS' Mgmt Against Against REMUNERATION, CORRESPONDING TO THE FISCAL YEAR ENDED AT THE 31 OF DECEMBER, 2022 CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH Non-Voting QUORUM, THERE WILL BE A SECOND CALL ON 01 JUN 2023 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU -------------------------------------------------------------------------------------------------------------------------- COMMUNITY HEALTHCARE TRUST INCORPORATED Agenda Number: 935783729 -------------------------------------------------------------------------------------------------------------------------- Security: 20369C106 Meeting Type: Annual Ticker: CHCT Meeting Date: 04-May-2023 ISIN: US20369C1062 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Cathrine Cotman Mgmt For For David Dupuy Mgmt For For Alan Gardner Mgmt For For Claire Gulmi Mgmt For For Robert Hensley Mgmt For For Lawrence Van Horn Mgmt For For 2. To approve, on a non-binding advisory basis, the Mgmt For For following resolutions: RESOLVED, that the stockholders of Community Healthcare Trust Incorporated approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Company's proxy statement for the 2023 annual meeting of stockholders. 3. To ratify the appointment of BDO USA, LLP as the Mgmt For For Company's independent registered public accountants for 2023. -------------------------------------------------------------------------------------------------------------------------- COUSINS PROPERTIES INCORPORATED Agenda Number: 935777803 -------------------------------------------------------------------------------------------------------------------------- Security: 222795502 Meeting Type: Annual Ticker: CUZ Meeting Date: 25-Apr-2023 ISIN: US2227955026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Charles T. Cannada Mgmt For For 1b. Election of Director: Robert M. Chapman Mgmt For For 1c. Election of Director: M. Colin Connolly Mgmt For For 1d. Election of Director: Scott W. Fordham Mgmt For For 1e. Election of Director: Lillian C. Giornelli Mgmt For For 1f. Election of Director: R. Kent Griffin, Jr. Mgmt For For 1g. Election of Director: Donna W. Hyland Mgmt For For 1h. Election of Director: Dionne Nelson Mgmt For For 1i. Election of Director: R. Dary Stone Mgmt For For 2. Approve, on an advisory basis, the compensation of the Mgmt For For named executive officers. 3. Approve, on an advisory basis, the frequency of future Mgmt 1 Year For advisory votes on executive compensation. 4. Ratify the appointment of Deloitte & Touche LLP as the Mgmt For For Company's independent registered public accounting firm for the year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- CUBESMART Agenda Number: 935789315 -------------------------------------------------------------------------------------------------------------------------- Security: 229663109 Meeting Type: Annual Ticker: CUBE Meeting Date: 16-May-2023 ISIN: US2296631094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Piero Bussani Mgmt For For Jit Kee Chin Mgmt For For Dorothy Dowling Mgmt For For John W. Fain Mgmt For For Jair K. Lynch Mgmt For For Christopher P. Marr Mgmt For For Deborah Ratner Salzberg Mgmt For For John F. Remondi Mgmt For For Jeffrey F. Rogatz Mgmt For For 2. To ratify the appointment of KPMG LLP as our Mgmt For For independent registered public accounting firm for the year ending December 31, 2023. 3. To cast an advisory vote to approve our executive Mgmt For For compensation. 4. To cast an advisory vote on the frequency of holding Mgmt 1 Year For an advisory vote on our executive compensation -------------------------------------------------------------------------------------------------------------------------- DIGITAL REALTY TRUST, INC. Agenda Number: 935849743 -------------------------------------------------------------------------------------------------------------------------- Security: 253868103 Meeting Type: Annual Ticker: DLR Meeting Date: 08-Jun-2023 ISIN: US2538681030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Alexis Black Bjorlin Mgmt Against Against 1b. Election of Director: VeraLinn Jamieson Mgmt For For 1c. Election of Director: Kevin J. Kennedy Mgmt For For 1d. Election of Director: William G. LaPerch Mgmt For For 1e. Election of Director: Jean F.H.P. Mandeville Mgmt For For 1f. Election of Director: Afshin Mohebbi Mgmt For For 1g. Election of Director: Mark R. Patterson Mgmt For For 1h. Election of Director: Mary Hogan Preusse Mgmt For For 1i. Election of Director: Andrew P. Power Mgmt For For 2. To ratify the selection of KPMG LLP as the Company's Mgmt For For independent registered public accounting firm for the year ending December 31, 2023. 3. To approve, on a non-binding, advisory basis, the Mgmt For For compensation of the Company's named executive officers, as more fully described in the accompanying Proxy Statement (Say-on-Pay). 4. To approve, on a non-binding, advisory basis, the Mgmt 1 Year For frequency of holding future advisory votes on the compensation of our named executive officers (every one, two or three years). 5. A stockholder proposal regarding reporting on Shr Abstain Against concealment clauses. 6. A stockholder proposal regarding inclusion in the Shr Against For workplace. -------------------------------------------------------------------------------------------------------------------------- DUKE REALTY CORPORATION Agenda Number: 935699996 -------------------------------------------------------------------------------------------------------------------------- Security: 264411505 Meeting Type: Special Ticker: DRE Meeting Date: 28-Sep-2022 ISIN: US2644115055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. A proposal to approve the Agreement and Plan of Merger Mgmt For For (including the plan of merger set forth therein), dated as of June 11, 2022, as it may be amended from time to time, by and among Prologis, Inc., a Maryland corporation, which we refer to as "Prologis," Duke Realty Corporation, an Indiana corporation, which we refer to as "Duke Realty," and the other parties thereto, which we refer to as the "merger agreement," and the transactions contemplated thereby, including the merger of Duke Realty with and into Compton Merger Sub LLC. 2. A non-binding advisory proposal to approve the Mgmt Against Against compensation that may be paid or become payable to the named executive officers of Duke Realty in connection with the company merger and the other transactions contemplated by the merger agreement. 3. A proposal to approve one or more adjournments of the Mgmt For For Duke Realty special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the Duke Realty merger agreement proposal. -------------------------------------------------------------------------------------------------------------------------- EQUINIX, INC. Agenda Number: 935820490 -------------------------------------------------------------------------------------------------------------------------- Security: 29444U700 Meeting Type: Annual Ticker: EQIX Meeting Date: 25-May-2023 ISIN: US29444U7000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to the Board of Directors to Mgmt For For serve until the next Annual Meeting or until their successors have been duly elected and qualified: Nanci Caldwell 1b. Election of Director to the Board of Directors to Mgmt For For serve until the next Annual Meeting or until their successors have been duly elected and qualified: Adaire Fox-Martin 1c. Election of Director to the Board of Directors to Mgmt Abstain Against serve until the next Annual Meeting or until their successors have been duly elected and qualified: Ron Guerrier 1d. Election of Director to the Board of Directors to Mgmt For For serve until the next Annual Meeting or until their successors have been duly elected and qualified: Gary Hromadko 1e. Election of Director to the Board of Directors to Mgmt For For serve until the next Annual Meeting or until their successors have been duly elected and qualified: Charles Meyers 1f. Election of Director to the Board of Directors to Mgmt For For serve until the next Annual Meeting or until their successors have been duly elected and qualified: Thomas Olinger 1g. Election of Director to the Board of Directors to Mgmt For For serve until the next Annual Meeting or until their successors have been duly elected and qualified: Christopher Paisley 1h. Election of Director to the Board of Directors to Mgmt For For serve until the next Annual Meeting or until their successors have been duly elected and qualified: Jeetu Patel 1i. Election of Director to the Board of Directors to Mgmt For For serve until the next Annual Meeting or until their successors have been duly elected and qualified: Sandra Rivera 1j. Election of Director to the Board of Directors to Mgmt For For serve until the next Annual Meeting or until their successors have been duly elected and qualified: Fidelma Russo 1k. Election of Director to the Board of Directors to Mgmt For For serve until the next Annual Meeting or until their successors have been duly elected and qualified: Peter Van Camp 2. Approval, by a non-binding advisory vote, of the Mgmt Against Against compensation of our named executive officers. 3. Approval, by a non-binding advisory vote, of the Mgmt 1 Year For frequency with which our stockholders will vote on the compensation of our named executive officers 4. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 5. A stockholder proposal related to shareholder Shr For Against ratification of termination pay -------------------------------------------------------------------------------------------------------------------------- EQUITY COMMONWEALTH Agenda Number: 935833574 -------------------------------------------------------------------------------------------------------------------------- Security: 294628102 Meeting Type: Annual Ticker: EQC Meeting Date: 13-Jun-2023 ISIN: US2946281027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Sam Zell Mgmt Withheld Against Ellen-Blair Chube Mgmt For For Martin L. Edelman Mgmt For For David A. Helfand Mgmt For For Peter Linneman Mgmt For For Mary Jane Robertson Mgmt For For Gerald A. Spector Mgmt For For James A. Star Mgmt Withheld Against 2. To approve, on a non-binding advisory basis, the Mgmt For For compensation of our named executive officers. 3. To select, on a non-binding advisory basis, the Mgmt 1 Year For frequency with which the advisory vote on executive compensation should be held. 4. To ratify the appointment of Ernst & Young LLP as our Mgmt For For independent registered public accounting firm for the fiscal year ending December 31, 2023. 5. To approve the amendment to our 2015 Omnibus Incentive Mgmt Against Against Plan. -------------------------------------------------------------------------------------------------------------------------- EQUITY LIFESTYLE PROPERTIES, INC. Agenda Number: 935779528 -------------------------------------------------------------------------------------------------------------------------- Security: 29472R108 Meeting Type: Annual Ticker: ELS Meeting Date: 25-Apr-2023 ISIN: US29472R1086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Andrew Berkenfield Mgmt For For Derrick Burks Mgmt For For Philip Calian Mgmt For For David Contis Mgmt For For Constance Freedman Mgmt For For Thomas Heneghan Mgmt For For Marguerite Nader Mgmt For For Scott Peppet Mgmt For For Sheli Rosenberg Mgmt For For Samuel Zell Mgmt For For 2. Ratification of the selection of Ernst & Young LLP as Mgmt For For the Company's Independent Registered Public Accounting Firm for 2023. 3. Approval on a non-binding, advisory basis of our Mgmt For For executive compensation as disclosed in the Proxy Statement. 4. A non-binding, advisory vote on the frequency of Mgmt 1 Year For stockholder votes to approve executive compensation. -------------------------------------------------------------------------------------------------------------------------- ESSEX PROPERTY TRUST, INC. Agenda Number: 935784997 -------------------------------------------------------------------------------------------------------------------------- Security: 297178105 Meeting Type: Annual Ticker: ESS Meeting Date: 09-May-2023 ISIN: US2971781057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Keith R. Guericke Mgmt For For 1b. Election of Director: Maria R. Hawthorne Mgmt For For 1c. Election of Director: Amal M. Johnson Mgmt For For 1d. Election of Director: Mary Kasaris Mgmt For For 1e. Election of Director: Angela L. Kleiman Mgmt For For 1f. Election of Director: Irving F. Lyons, III Mgmt For For 1g. Election of Director: George M. Marcus Mgmt Against Against 1h. Election of Director: Thomas E. Robinson Mgmt For For 1i. Election of Director: Michael J. Schall Mgmt For For 1j. Election of Director: Byron A. Scordelis Mgmt For For 2. Ratification of the appointment of KPMG LLP as the Mgmt For For independent registered public accounting firm for the Company for the year ending December 31, 2023. 3. Advisory vote to approve the Company's named executive Mgmt For For officer compensation. 4. Advisory vote to determine the frequency of named Mgmt 1 Year For executive officer compensation advisory votes. -------------------------------------------------------------------------------------------------------------------------- FLAGSHIP COMMUNITIES REAL ESTATE INVESTMENT TR Agenda Number: 716847910 -------------------------------------------------------------------------------------------------------------------------- Security: 33843T108 Meeting Type: AGM Ticker: MHC/U Meeting Date: 10-May-2023 ISIN: CA33843T1084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'ABSTAIN' FOR ALL RESOLUTIONS. THANK YOU 1.1 ELECTION OF DIRECTOR: PETER C.B. BYNOE Mgmt For For 1.2 ELECTION OF DIRECTOR: LOUIS M. FORBES Mgmt For For 1.3 ELECTION OF DIRECTOR: KURTIS KEENEY Mgmt For For 1.4 ELECTION OF DIRECTOR: J. SUSAN MONTEITH Mgmt For For 1.5 ELECTION OF DIRECTOR: ANDREW OPPENHEIM Mgmt For For 1.6 ELECTION OF DIRECTOR: ANN ROONEY Mgmt For For 1.7 ELECTION OF DIRECTOR: NATHAN SMITH Mgmt For For 2 APPOINTMENT OF MNP LLP AS AUDITOR OF THE TRUST FOR THE Mgmt For For ENSUING YEAR AND AUTHORIZING THE TRUSTEES TO FIX THEIR REMUNERATION -------------------------------------------------------------------------------------------------------------------------- GETTY REALTY CORP. Agenda Number: 935779201 -------------------------------------------------------------------------------------------------------------------------- Security: 374297109 Meeting Type: Annual Ticker: GTY Meeting Date: 25-Apr-2023 ISIN: US3742971092 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Christopher J. Constant Mgmt For For 1b. Election of Director: Milton Cooper Mgmt For For 1c. Election of Director: Philip E. Coviello Mgmt For For 1d. Election of Director: Evelyn León Infurna Mgmt For For 1e. Election of Director: Mary Lou Malanoski Mgmt For For 1f. Election of Director: Howard B. Safenowitz Mgmt For For 2. ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE Mgmt For For COMPENSATION (SAY-ON-PAY). 3. ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE Mgmt 1 Year For ADVISORY VOTES ON EXECUTIVE COMPENSATION (SAY-ON-FREQUENCY). 4. RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023. -------------------------------------------------------------------------------------------------------------------------- HEALTHCARE REALTY TRUST INCORPORATED Agenda Number: 935679982 -------------------------------------------------------------------------------------------------------------------------- Security: 421946104 Meeting Type: Special Ticker: HR Meeting Date: 15-Jul-2022 ISIN: US4219461047 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the merger of HR Acquisition 2, LLC, a Mgmt Against Against Maryland limited liability company and a direct, wholly-owned subsidiary of Healthcare Trust of America, Inc., a Maryland corporation (the "Company"), with and into Healthcare Realty Trust Incorporated, a Maryland Corporation ("HR"),with HR continuing as the surviving entity and a direct, wholly-owned subsidiary of the Company, pursuant to which each outstanding share of HR common stock will be exchanged for one newly-issued share of the Company's class A common stock. 2. To approve the adjournment of the special meeting, if Mgmt Against Against necessary or appropriate, including to solicit additional proxies in favor of Proposal 1 if there are insufficient votes at the time of such adjournment to approve Proposal 1. -------------------------------------------------------------------------------------------------------------------------- HEALTHCARE REALTY TRUST INCORPORATED Agenda Number: 935838574 -------------------------------------------------------------------------------------------------------------------------- Security: 42226K105 Meeting Type: Annual Ticker: HR Meeting Date: 05-Jun-2023 ISIN: US42226K1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Todd J. Meredith Mgmt For For 1b. Election of Director: John V. Abbott Mgmt For For 1c. Election of Director: Nancy H. Agee Mgmt For For 1d. Election of Director: W. Bradley Blair II Mgmt For For 1e. Election of Director: Vicki U. Booth Mgmt For For 1f. Election of Director: Edward H. Braman Mgmt For For 1g. Election of Director: Ajay Gupta Mgmt For For 1h. Election of Director: James J. Kilroy Mgmt For For 1i. Election of Director: Jay P. Leupp Mgmt For For 1j. Election of Director: Peter F. Lyle Mgmt For For 1k. Election of Director: Constance B. Moore Mgmt For For 1l. Election of Director: John Knox Singleton Mgmt For For 1m. Election of Director: Christann M. Vasquez Mgmt For For 2. To ratify the appointment of BDO USA, LLP as the Mgmt For For independent registered public accounting firm for the Company and its subsidiaries for the Company's 2023 fiscal year. 3. To approve, on a non-binding advisory basis, the Mgmt For For following resolution: RESOLVED, that the stockholders of Healthcare Realty Trust Incorporated approve, on a non-binding advisory basis, the compensation of the Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K in the Company's proxy statement for the 2023 Annual Meeting of Stockholders. 4. To approve, on a non-binding advisory basis, the Mgmt 1 Year For frequency of a non-binding advisory vote on executive compensation. -------------------------------------------------------------------------------------------------------------------------- HEALTHCARE TRUST OF AMERICA, INC. Agenda Number: 935680492 -------------------------------------------------------------------------------------------------------------------------- Security: 42225P501 Meeting Type: Special Ticker: HTA Meeting Date: 15-Jul-2022 ISIN: US42225P5017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Company Issuance Proposal. To approve the issuance of Mgmt For For shares of class A common stock, $0.01 par value per share ("Company Common Stock"), of Healthcare Trust of America, Inc. (the "Company"), pursuant to the Agreement and Plan of Merger, dated as of February 28, 2022, by and among the Company, Healthcare Trust of America Holdings, LP, Healthcare Realty Trust Incorporated, and HR Acquisition 2, LLC (the "Merger"). 2. Company Golden Parachute Proposal. To approve, in a Mgmt For For non-binding advisory vote, the "golden parachute" compensation that may become vested and payable to the Company's named executive officers in connection with the Merger. 3. Company Adjournment Proposal. To approve one or more Mgmt For For adjournments of the Company Special Meeting to another date, time, place, or format, if necessary or appropriate, including to solicit additional proxies in favor of the proposal to approve the issuance of shares of Company Common Stock in connection with the Merger. -------------------------------------------------------------------------------------------------------------------------- HELIOS TOWERS PLC Agenda Number: 716834571 -------------------------------------------------------------------------------------------------------------------------- Security: G4431S102 Meeting Type: AGM Ticker: HTWS Meeting Date: 27-Apr-2023 ISIN: GB00BJVQC708 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS FOR THE YEAR Mgmt For For ENDED 31 DECEMBER 2022 2 TO APPROVE THE ANNUAL STATEMENT BY THE CHAIRMAN OF THE Mgmt For For REMUNERATION COMMITTEE AND THE DIRECTORS' REMUNERATION REPORT 3 TO APPROVE THE DIRECTORS' REMUNERATION POLICY Mgmt For For 4 TO RE-ELECT SIR SAMUEL JONAH, KBE, OSG AS A DIRECTOR Mgmt For For 5 TO RE-ELECT TOM GREENWOOD AS A DIRECTOR Mgmt For For 6 TO RE-ELECT MANJIT DHILLON AS A DIRECTOR Mgmt For For 7 TO RE-ELECT MAGNUS MANDERSSON AS A DIRECTOR Mgmt For For 8 TO RE-ELECT ALISON BAKER AS A DIRECTOR Mgmt For For 9 TO RE-ELECT RICHARD BYRNE AS A DIRECTOR Mgmt For For 10 TO RE-ELECT HELIS ZULIJANI-BOYE AS A DIRECTOR Mgmt For For 11 TO RE-ELECT TEMITOPE LAWANI AS A DIRECTOR Mgmt For For 12 TO RE-ELECT SALLY ASHFORD AS A DIRECTOR Mgmt For For 13 TO RE-ELECT CAROLE WAMUYU WAINAINA AS A DIRECTOR Mgmt For For 14 TO REAPPOINT DELOITTE LLP AS AUDITORS OF THE COMPANY Mgmt For For 15 TO FIX THE REMUNERATION OF THE AUDITORS Mgmt For For 16 TO AUTHORISE THE COMPANY TO MAKE POLITICAL DONATIONS Mgmt For For 17 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For 18 TO DISAPPLY PRE-EMPTION RIGHTS Mgmt For For 19 TO ALLOT EQUITY SECURITIES FOR CASH Mgmt For For 20 TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES Mgmt For For 21 TO AUTHORISE THE DIRECTORS TO CALL A 14 DAY NOTICE Mgmt For For PERIOD FOR GENERAL MEETINGS -------------------------------------------------------------------------------------------------------------------------- INDEPENDENCE REALTY TRUST, INC. Agenda Number: 935792552 -------------------------------------------------------------------------------------------------------------------------- Security: 45378A106 Meeting Type: Annual Ticker: IRT Meeting Date: 10-May-2023 ISIN: US45378A1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Scott F. Schaeffer Mgmt For For 1b. Election of Director: Stephen R. Bowie Mgmt For For 1c. Election of Director: Ned W. Brines Mgmt For For 1d. Election of Director: Richard D. Gebert Mgmt For For 1e. Election of Director: Melinda H. McClure Mgmt For For 1f. Election of Director: Thomas H. Purcell Mgmt For For 1g. Election of Director: Ana Marie del Rio Mgmt For For 1h. Election of Director: DeForest B. Soaries, Jr. Mgmt For For 1i. Election of Director: Lisa Washington Mgmt For For 2. The Board of Directors recommends: a vote FOR Mgmt For For ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. 3. The Board of Directors recommends: a vote FOR the Mgmt For For advisory, non-binding vote to approve the Company's executive compensation. -------------------------------------------------------------------------------------------------------------------------- INVITATION HOMES INC. Agenda Number: 935801490 -------------------------------------------------------------------------------------------------------------------------- Security: 46187W107 Meeting Type: Annual Ticker: INVH Meeting Date: 17-May-2023 ISIN: US46187W1071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael D. Fascitelli Mgmt For For Dallas B. Tanner Mgmt For For Jana Cohen Barbe Mgmt For For Richard D. Bronson Mgmt For For Jeffrey E. Kelter Mgmt For For Joseph D. Margolis Mgmt For For John B. Rhea Mgmt For For Janice L. Sears Mgmt For For F. A. Sevilla-Sacasa Mgmt For For Keith D. Taylor Mgmt For For 2. To ratify the appointment of Deloitte & Touche LLP as Mgmt For For our independent registered public accounting firm for 2023. 3. To approve, in a non-binding advisory vote, the Mgmt For For compensation paid to our named executive officers. -------------------------------------------------------------------------------------------------------------------------- LIFE STORAGE, INC. Agenda Number: 935836520 -------------------------------------------------------------------------------------------------------------------------- Security: 53223X107 Meeting Type: Annual Ticker: LSI Meeting Date: 18-May-2023 ISIN: US53223X1072 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Mark G. Barberio Mgmt For For 1b. Election of Director: Joseph V. Saffire Mgmt For For 1c. Election of Director: Stephen R. Rusmisel Mgmt For For 1d. Election of Director: Arthur L. Havener, Jr. Mgmt For For 1e. Election of Director: Dana Hamilton Mgmt For For 1f. Election of Director: Edward J. Pettinella Mgmt Against Against 1g. Election of Director: David L. Rogers Mgmt For For 1h. Election of Director: Susan Harnett Mgmt For For 2. Ratification of the appointment of Ernst & Young LLP Mgmt For For as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023. 3. Proposal to approve the compensation of the Company's Mgmt For For executive officers. 4. Proposal on the frequency of holding future advisory Mgmt 1 Year For votes on the compensation of the Company's executive officers. -------------------------------------------------------------------------------------------------------------------------- LXP INDUSTRIAL TRUST Agenda Number: 935821579 -------------------------------------------------------------------------------------------------------------------------- Security: 529043101 Meeting Type: Annual Ticker: LXP Meeting Date: 23-May-2023 ISIN: US5290431015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Trustee: T. Wilson Eglin Mgmt For For 1.2 Election of Trustee: Lawrence L. Gray Mgmt For For 1.3 Election of Trustee: Arun Gupta Mgmt For For 1.4 Election of Trustee: Jamie Handwerker Mgmt For For 1.5 Election of Trustee: Derrick Johnson Mgmt For For 1.6 Election of Trustee: Claire A. Koeneman Mgmt For For 1.7 Election of Trustee: Nancy Elizabeth Noe Mgmt For For 1.8 Election of Trustee: Howard Roth Mgmt For For 2. To consider and vote upon an advisory, non-binding Mgmt For For resolution to approve the compensation of the named executive officers, as disclosed in the accompanying proxy statement. 3. To consider and vote upon an advisory, non-binding Mgmt 1 Year For recommendation on the frequency of future advisory votes on executive compensation. 4. To consider and vote upon the ratification of the Mgmt For For appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- MID-AMERICA APARTMENT COMMUNITIES, INC. Agenda Number: 935797401 -------------------------------------------------------------------------------------------------------------------------- Security: 59522J103 Meeting Type: Annual Ticker: MAA Meeting Date: 16-May-2023 ISIN: US59522J1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: H. Eric Bolton, Jr. Mgmt For For 1b. Election of Director: Deborah H. Caplan Mgmt For For 1c. Election of Director: John P. Case Mgmt For For 1d. Election of Director: Tamara Fischer Mgmt For For 1e. Election of Director: Alan B. Graf, Jr. Mgmt For For 1f. Election of Director: Toni Jennings Mgmt For For 1g. Election of Director: Edith Kelly-Green Mgmt For For 1h. Election of Director: James K. Lowder Mgmt For For 1i. Election of Director: Thomas H. Lowder Mgmt For For 1j. Election of Director: Claude B. Nielsen Mgmt For For 1k. Election of Director: W. Reid Sanders Mgmt For For 1l. Election of Director: Gary S. Shorb Mgmt For For 1m. Election of Director: David P. Stockert Mgmt For For 2. Advisory (non-binding) vote to approve the Mgmt For For compensation of our named executive officers as disclosed in the proxy statement. 3. Advisory (non-binding) vote on the frequency of an Mgmt 1 Year For advisory (non-binding) vote to approve named executive officer compensation. 4. Ratification of appointment of Ernst & Young LLP as Mgmt For For independent registered public accounting firm for fiscal year 2023. 5. Approval of the 2023 OMNIBUS Incentive Plan. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- PROLOGIS, INC. Agenda Number: 935699554 -------------------------------------------------------------------------------------------------------------------------- Security: 74340W103 Meeting Type: Special Ticker: PLD Meeting Date: 28-Sep-2022 ISIN: US74340W1036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the "Prologis common stock issuance Mgmt For For proposal" (as defined in the Proxy Statement), which involves the issuance of common stock of Prologis, Inc. in connection with the merger of Duke Realty Corporation with and into Compton Merger Sub LLC, pursuant to which each outstanding share of Duke Realty Corporation common stock will be converted into the right to receive 0.475 of a newly issued share of Prologis, Inc. common stock, on the terms and conditions set forth in the Agreement and Plan of Merger, dated as of June 11, 2022. 2. To approve one or more adjournments of the Prologis, Mgmt For For Inc. special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the Prologis common stock issuance proposal (the "Prologis adjournment proposal"). -------------------------------------------------------------------------------------------------------------------------- PROLOGIS, INC. Agenda Number: 935786814 -------------------------------------------------------------------------------------------------------------------------- Security: 74340W103 Meeting Type: Annual Ticker: PLD Meeting Date: 04-May-2023 ISIN: US74340W1036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Hamid R. Moghadam Mgmt For For 1b. Election of Director: Cristina G. Bita Mgmt For For 1c. Election of Director: James B. Connor Mgmt For For 1d. Election of Director: George L. Fotiades Mgmt For For 1e. Election of Director: Lydia H. Kennard Mgmt For For 1f. Election of Director: Irving F. Lyons III Mgmt For For 1g. Election of Director: Avid Modjtabai Mgmt For For 1h. Election of Director: David P. O'Connor Mgmt For For 1i. Election of Director: Olivier Piani Mgmt For For 1j. Election of Director: Jeffrey L. Skelton Mgmt For For 1k. Election of Director: Carl B. Webb Mgmt For For 2. Advisory Vote to Approve the Company's Executive Mgmt Against Against Compensation for 2022. 3. Advisory Vote on the Frequency of Future Advisory Mgmt 1 Year For Votes on the Company's Executive Compensation. 4. Ratification of the Appointment of KPMG LLP as the Mgmt For For Company's Independent Registered Public Accounting Firm for the Year 2023. -------------------------------------------------------------------------------------------------------------------------- PUBLIC STORAGE Agenda Number: 935788399 -------------------------------------------------------------------------------------------------------------------------- Security: 74460D109 Meeting Type: Annual Ticker: PSA Meeting Date: 02-May-2023 ISIN: US74460D1090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Trustee: Ronald L. Havner, Jr. Mgmt For For 1b. Election of Trustee: Tamara Hughes Gustavson Mgmt For For 1c. Election of Trustee: Leslie S. Heisz Mgmt For For 1d. Election of Trustee: Shankh S. Mitra Mgmt For For 1e. Election of Trustee: David J. Neithercut Mgmt For For 1f. Election of Trustee: Rebecca Owen Mgmt For For 1g. Election of Trustee: Kristy M. Pipes Mgmt For For 1h. Election of Trustee: Avedick B. Poladian Mgmt For For 1i. Election of Trustee: John Reyes Mgmt For For 1j. Election of Trustee: Joseph D. Russell, Jr. Mgmt For For 1k. Election of Trustee: Tariq M. Shaukat Mgmt For For 1l. Election of Trustee: Ronald P. Spogli Mgmt For For 1m. Election of Trustee: Paul S. Williams Mgmt For For 2. Advisory vote to approve the compensation of the Mgmt For For Company's Named Executive Officers. 3. Advisory vote regarding the frequency of future Mgmt 1 Year For advisory votes to approve the compensation of the Company's Named Executive Officers. 4. Ratification of the appointment of Ernst & Young LLP Mgmt For For as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. 5. Shareholder proposal requesting that the Company's Shr Against For Board of Trustees issue short- and long-term Scope 1-3 greenhouse gas reduction targets aligned with the Paris Agreement. -------------------------------------------------------------------------------------------------------------------------- REALTY INCOME CORPORATION Agenda Number: 935806248 -------------------------------------------------------------------------------------------------------------------------- Security: 756109104 Meeting Type: Annual Ticker: O Meeting Date: 23-May-2023 ISIN: US7561091049 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until the 2024 Annual Mgmt For For meeting: Priscilla Almodovar 1b. Election of Director to serve until the 2024 Annual Mgmt For For meeting: Jacqueline Brady 1c. Election of Director to serve until the 2024 Annual Mgmt For For meeting: A. Larry Chapman 1d. Election of Director to serve until the 2024 Annual Mgmt For For meeting: Reginald H. Gilyard 1e. Election of Director to serve until the 2024 Annual Mgmt For For meeting: Mary Hogan Preusse 1f. Election of Director to serve until the 2024 Annual Mgmt For For meeting: Priya Cherian Huskins 1g. Election of Director to serve until the 2024 Annual Mgmt For For meeting: Gerardo I. Lopez 1h. Election of Director to serve until the 2024 Annual Mgmt For For meeting: Michael D. McKee 1i. Election of Director to serve until the 2024 Annual Mgmt For For meeting: Gregory T. McLaughlin 1j. Election of Director to serve until the 2024 Annual Mgmt For For meeting: Ronald L. Merriman 1k. Election of Director to serve until the 2024 Annual Mgmt For For meeting: Sumit Roy 2. The ratification of the appointment of KPMG LLP as our Mgmt For For independent registered public accounting firm for the year ending December 31, 2023. 3. A non-binding advisory proposal to approve the Mgmt For For compensation of our named executive officers as described in the Proxy Statement. 4. A non-binding advisory vote to approve the frequency Mgmt 1 Year For of future non-binding advisory votes by stockholders of the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- REXFORD INDUSTRIAL REALTY, INC. Agenda Number: 935824777 -------------------------------------------------------------------------------------------------------------------------- Security: 76169C100 Meeting Type: Annual Ticker: REXR Meeting Date: 05-Jun-2023 ISIN: US76169C1009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Robert L. Antin Mgmt For For 1.2 Election of Director: Michael S. Frankel Mgmt For For 1.3 Election of Director: Diana J. Ingram Mgmt Against Against 1.4 Election of Director: Angela L. Kleiman Mgmt For For 1.5 Election of Director: Debra L. Morris Mgmt For For 1.6 Election of Director: Tyler H. Rose Mgmt For For 1.7 Election of Director: Howard Schwimmer Mgmt For For 1.8 Election of Director: Richard S. Ziman Mgmt Against Against 2. The ratification of the appointment of Ernst & Young Mgmt For For LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. 3. The advisory resolution to approve the Company's named Mgmt Against Against executive officer compensation for the fiscal year ended December 31, 2022, as described in the Rexford Industrial Realty, Inc. Proxy Statement. -------------------------------------------------------------------------------------------------------------------------- SBA COMMUNICATIONS CORPORATION Agenda Number: 935820515 -------------------------------------------------------------------------------------------------------------------------- Security: 78410G104 Meeting Type: Annual Ticker: SBAC Meeting Date: 25-May-2023 ISIN: US78410G1040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director For a three-year term expiring at Mgmt For For the 2026 Annual Meeting: Steven E. Bernstein 1.2 Election of Director For a three-year term expiring at Mgmt For For the 2026 Annual Meeting: Laurie Bowen 1.3 Election of Director For a three-year term expiring at Mgmt For For the 2026 Annual Meeting: Amy E. Wilson 2. Ratification of the appointment of Ernst & Young LLP Mgmt For For as SBA's independent registered public accounting firm for the 2023 fiscal year. 3. Approval, on an advisory basis, of the compensation of Mgmt For For SBA's named executive officers. 4. Approval, on an advisory basis, of the frequency of Mgmt 1 Year For future advisory votes on the compensation of SBA's named executive officers. -------------------------------------------------------------------------------------------------------------------------- STAG INDUSTRIAL, INC. Agenda Number: 935778348 -------------------------------------------------------------------------------------------------------------------------- Security: 85254J102 Meeting Type: Annual Ticker: STAG Meeting Date: 25-Apr-2023 ISIN: US85254J1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Benjamin S. Butcher Mgmt For For 1b. Election of Director: Jit Kee Chin Mgmt For For 1c. Election of Director: Virgis W. Colbert Mgmt For For 1d. Election of Director: William R. Crooker Mgmt For For 1e. Election of Director: Michelle S. Dilley Mgmt For For 1f. Election of Director: Jeffrey D. Furber Mgmt For For 1g. Election of Director: Larry T. Guillemette Mgmt For For 1h. Election of Director: Francis X. Jacoby III Mgmt For For 1i. Election of Director: Christopher P. Marr Mgmt Against Against 1j. Election of Director: Hans S. Weger Mgmt For For 2. The ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2023. 3. The approval of an amendment to the amended and Mgmt For For restated STAG Industrial, Inc. 2011 Equity Incentive Plan. 4. The approval, by non-binding vote, of executive Mgmt For For compensation. -------------------------------------------------------------------------------------------------------------------------- SUN COMMUNITIES, INC. Agenda Number: 935801628 -------------------------------------------------------------------------------------------------------------------------- Security: 866674104 Meeting Type: Annual Ticker: SUI Meeting Date: 16-May-2023 ISIN: US8666741041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until 2024 Annual Mgmt For For Meeting: Gary A. Shiffman 1b. Election of Director to serve until 2024 Annual Mgmt For For Meeting: Tonya Allen 1c. Election of Director to serve until 2024 Annual Mgmt For For Meeting: Meghan G. Baivier 1d. Election of Director to serve until 2024 Annual Mgmt For For Meeting: Stephanie W. Bergeron 1e. Election of Director to serve until 2024 Annual Mgmt For For Meeting: Jeff T. Blau 1f. Election of Director to serve until 2024 Annual Mgmt For For Meeting: Brian M. Hermelin 1g. Election of Director to serve until 2024 Annual Mgmt For For Meeting: Ronald A. Klein 1h. Election of Director to serve until 2024 Annual Mgmt For For Meeting: Clunet R. Lewis 1i. Election of Director to serve until 2024 Annual Mgmt For For Meeting: Arthur A. Weiss 2. To approve, by a non-binding advisory vote, executive Mgmt Against Against compensation. 3. To approve, by a non-binding advisory vote, frequency Mgmt 1 Year For of shareholder votes on executive compensation. 4. To ratify the selection of Grant Thornton LLP as our Mgmt For For independent registered public accounting firm for the fiscal year ending December 31, 2023. 5. To approve the Articles of Amendment to the Company's Mgmt For For Charter to increase authorized shares of common stock. -------------------------------------------------------------------------------------------------------------------------- TERRENO REALTY CORPORATION Agenda Number: 935787400 -------------------------------------------------------------------------------------------------------------------------- Security: 88146M101 Meeting Type: Annual Ticker: TRNO Meeting Date: 02-May-2023 ISIN: US88146M1018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: W. Blake Baird Mgmt For For 1b. Election of Director: Michael A. Coke Mgmt For For 1c. Election of Director: Linda Assante Mgmt Against Against 1d. Election of Director: Gary N. Boston Mgmt For For 1e. Election of Director: LeRoy E. Carlson Mgmt For For 1f. Election of Director: Irene H. Oh Mgmt For For 1g. Election of Director: Douglas M. Pasquale Mgmt For For 1h. Election of Director: Dennis Polk Mgmt For For 2. Adoption of a resolution to approve, on a non-binding Mgmt For For advisory basis, the compensation of certain executives, as more fully described in the proxy statement. 3. Determination on a non-binding, advisory basis, of the Mgmt 1 Year For frequency of future non-binding, advisory votes on executive compensation. 4. Ratification of the appointment of Ernst & Young LLP Mgmt For For as our independent registered certified public accounting firm for the 2023 fiscal year. -------------------------------------------------------------------------------------------------------------------------- UDR, INC. Agenda Number: 935821517 -------------------------------------------------------------------------------------------------------------------------- Security: 902653104 Meeting Type: Annual Ticker: UDR Meeting Date: 01-Jun-2023 ISIN: US9026531049 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. ELECTION OF DIRECTOR: Katherine A. Cattanach Mgmt For For 1b. ELECTION OF DIRECTOR: Jon A. Grove Mgmt For For 1c. ELECTION OF DIRECTOR: Mary Ann King Mgmt For For 1d. ELECTION OF DIRECTOR: James D. Klingbeil Mgmt For For 1e. ELECTION OF DIRECTOR: Clint D. McDonnough Mgmt For For 1f. ELECTION OF DIRECTOR: Robert A. McNamara Mgmt For For 1g. ELECTION OF DIRECTOR: Diane M. Morefield Mgmt For For 1h. ELECTION OF DIRECTOR: Kevin C. Nickelberry Mgmt For For 1i. ELECTION OF DIRECTOR: Mark R. Patterson Mgmt For For 1j. ELECTION OF DIRECTOR: Thomas W. Toomey Mgmt For For 2. Advisory vote to approve named executive officer Mgmt Against Against compensation. 3. To ratify the appointment of Ernst & Young LLP to Mgmt For For serve as independent registered public accounting firm for the year ending December 31, 2023. 4. Advisory vote on the frequency of holding an advisory Mgmt 1 Year For vote on executive compensation. -------------------------------------------------------------------------------------------------------------------------- VENTAS, INC. Agenda Number: 935805777 -------------------------------------------------------------------------------------------------------------------------- Security: 92276F100 Meeting Type: Annual Ticker: VTR Meeting Date: 16-May-2023 ISIN: US92276F1003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Melody C. Barnes Mgmt For For 1b. Election of Director: Debra A. Cafaro Mgmt For For 1c. Election of Director: Michael J. Embler Mgmt For For 1d. Election of Director: Matthew J. Lustig Mgmt For For 1e. Election of Director: Roxanne M. Martino Mgmt For For 1f. Election of Director: Marguerite M. Nader Mgmt For For 1g. Election of Director: Sean P. Nolan Mgmt For For 1h. Election of Director: Walter C. Rakowich Mgmt For For 1i. Election of Director: Sumit Roy Mgmt For For 1j. Election of Director: James D. Shelton Mgmt For For 1k. Election of Director: Maurice S. Smith Mgmt For For 2. Approval, on an advisory basis, of the compensation of Mgmt Against Against our named executive officers. 3. Approve, on an advisory basis, the frequency of Mgmt 1 Year For advisory votes on the compensation of our named executive officers. 4. Ratification of the selection of KPMG LLP as our Mgmt For For independent registered public accounting firm for fiscal year 2023. -------------------------------------------------------------------------------------------------------------------------- WELLTOWER INC. Agenda Number: 935820173 -------------------------------------------------------------------------------------------------------------------------- Security: 95040Q104 Meeting Type: Annual Ticker: WELL Meeting Date: 23-May-2023 ISIN: US95040Q1040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Kenneth J. Bacon Mgmt For For 1b. Election of Director: Karen B. DeSalvo Mgmt For For 1c. Election of Director: Philip L. Hawkins Mgmt For For 1d. Election of Director: Dennis G. Lopez Mgmt For For 1e. Election of Director: Shankh Mitra Mgmt For For 1f. Election of Director: Ade J. Patton Mgmt For For 1g. Election of Director: Diana W. Reid Mgmt For For 1h. Election of Director: Sergio D. Rivera Mgmt For For 1i. Election of Director: Johnese M. Spisso Mgmt For For 1j. Election of Director: Kathryn M. Sullivan Mgmt For For 2. The ratification of the appointment of Ernst & Young Mgmt For For LLP as independent registered public accounting firm for the year ending December 31, 2023. 3. The approval, on an advisory basis, of the Mgmt Against Against compensation of our named executive officers as disclosed in the 2023 Proxy Statement. 4. An advisory vote on the frequency of future advisory Mgmt 1 Year For votes on executive compensation. * Management position unknown
Manning & Napier Fund, Inc. Core Bond Series
PROXY VOTING RECORD
7/1/22-6/30/23
There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report with respect to which the Manning & Napier Fund, Inc. Core Bond Series was entitled to vote.
Manning & Napier Fund, Inc. Credit Series
PROXY VOTING RECORD
7/1/22-6/30/23
There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report with respect to which the Manning & Napier Fund, Credit Series was entitled to vote.
Manning & Napier Fund, Inc. Diversified Tax Exempt Series
PROXY VOTING RECORD
7/1/22-6/30/23
There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report with respect to which the Manning & Napier Fund, Inc. Diversified Tax Exempt Series was entitled to vote.
Manning & Napier Fund, Inc. High Yield Bond Series
PROXY VOTING RECORD
7/1/22-6/30/23
There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report with respect to which the Manning & Napier Fund, Inc. High Yield Bond Series was entitled to vote.
Manning & Napier Fund, Inc. New York Tax Exempt Series
PROXY VOTING RECORD
7/1/22-6/30/23
There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report with respect to which the Manning & Napier Fund, New York Tax Exempt Series was entitled to vote.
Manning & Napier Fund, Inc. Unconstrained Bond Series
PROXY VOTING RECORD
7/1/22-6/30/23
There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report with respect to which the Manning & Napier Fund, Inc. Unconstrained Bond Series was entitled to vote.
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 | Manning & Napier Fund, Inc. | |
By (Signature and Title)* | /s/ Paul J. Battaglia | |
Paul J.Battaglia | ||
President & Principal Executive Officer of Manning & Napier Fund, Inc. | ||
Date 8/24/2023 |
*Print the name and title of each signing officer under his or her signature.