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 811-4946
THOMPSON IM FUNDS, INC.
(Exact name of registrant as specified in charter)
918 Deming Way
Madison, Wisconsin 53717
(Address of principal executive offices)--(Zip code)
Jason L. Stephens
Chief Executive Officer
Thompson IM Funds, Inc.
918 Deming Way
Madison, Wisconsin 53717
(Name and address of agent for service)
Registrant's telephone number, including area code: (608) 827-5700
Date of fiscal year end: 11/30
Date of reporting period: 07/01/2016-06/30/2017
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 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| BED BATH & BEYOND INC. |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 01-Jul-2016 |
| ISIN | US0758961009 | Agenda | 934440289 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: WARREN EISENBERG | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: LEONARD FEINSTEIN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: STEVEN H. TEMARES | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DEAN S. ADLER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: STANLEY F. BARSHAY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: GERALDINE T. ELLIOTT | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: KLAUS EPPLER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: PATRICK R. GASTON | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: JORDAN HELLER | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: VICTORIA A. MORRISON | Management | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF KPMG | Management | For | For |
| LLP. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, THE 2015 | Management | For | For |
| COMPENSATION PAID TO THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4. | TO VOTE ON A SHAREHOLDER PROPOSAL | Shareholder | Against | For |
| REGARDING PROXY ACCESS BYLAWS. | | | |
| 5. | TO VOTE ON A SHAREHOLDER PROPOSAL | Shareholder | Against | For |
| REGARDING AN EQUITY RETENTION POLICY FOR | | | |
| SENIOR EXECUTIVES. | | | |
| 6. | TO VOTE ON A SHAREHOLDER PROPOSAL | Shareholder | For | Against |
| REGARDING SHAREHOLDER APPROVAL OF | | | |
| CERTAIN FUTURE SEVERANCE AGREEMENTS. | | | |
| EMC CORPORATION | | |
| Security | 268648102 | Meeting Type | Special |
| Ticker Symbol | EMC | Meeting Date | 19-Jul-2016 |
| ISIN | US2686481027 | Agenda | 934449768 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | PROPOSAL TO APPROVE THE AGREEMENT AND | Management | For | For |
| PLAN OF MERGER, DATED AS OF OCTOBER 12, | | | |
| 2015, AS AMENDED BY THE FIRST AMENDMENT TO | | | |
| AGREEMENT AND PLAN OF MERGER, DATED AS OF | | | |
| MAY 16, 2016, AS SO AMENDED AND AS IT MAY BE | | | |
| AMENDED FROM TIME TO TIME, REFERRED TO | | | |
| COLLECTIVELY AS THE MERGER AGREEMENT, | | | |
| AMONG DENALI HOLDING …(DUE TO SPACE LIMITS, | | | |
| SEE PROXY STATEMENT FOR FULL PROPOSAL) | | | |
| 2. | PROPOSAL TO APPROVE, ON A NON-BINDING, | Management | Against | Against |
| ADVISORY BASIS, THE COMPENSATION PAYMENTS | | | |
| THAT WILL OR MAY BE PAID BY EMC TO ITS NAMED | | | |
| EXECUTIVE OFFICERS IN CONNECTION WITH THE | | | |
| MERGER. | | | |
| 3. | PROPOSAL TO APPROVE THE ADJOURNMENT OF | Management | For | For |
| THE SPECIAL MEETING, IF NECESSARY OR | | | |
| APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF | | | |
| THERE ARE NOT SUFFICIENT VOTES TO APPROVE | | | |
| THE MERGER AGREEMENT. | | | |
| MCKESSON CORPORATION |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 27-Jul-2016 |
| ISIN | US58155Q1031 | Agenda | 934453919 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: ANDY D. BRYANT | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: WAYNE A. BUDD | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: N. ANTHONY COLES, M.D. | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JOHN H. HAMMERGREN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: M. CHRISTINE JACOBS | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: DONALD R. KNAUSS | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MARIE L. KNOWLES | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: EDWARD A. MUELLER | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: SUSAN R. SALKA | Management | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE | | | |
| FISCAL YEAR ENDING MARCH 31, 2017. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE COMPENSATION. | Management | Against | Against |
| 4. | SHAREHOLDER PROPOSAL ON ACCELERATED | Shareholder | For | Against |
| VESTING OF EQUITY AWARDS. | | | |
| 5. | SHAREHOLDER PROPOSAL ON DISCLOSURE OF | Shareholder | For | Against |
| POLITICAL CONTRIBUTIONS AND EXPENDITURES. | | | |
Page 1 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| EXACT SCIENCES CORPORATION |
| Security | 30063P105 | Meeting Type | Annual |
| Ticker Symbol | EXAS | Meeting Date | 28-Jul-2016 |
| ISIN | US30063P1057 | Agenda | 934451903 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | KEVIN T. CONROY | | For | For |
| 2 | JOHN A. FALLON M.D. | | For | For |
| 3 | DAVID A. THOMPSON | | For | For |
| 4 | KATHERINE S. ZANOTTI | | For | For |
| 2. | PROPOSAL TO APPROVE ON AN ADVISORY BASIS | Management | For | For |
| THE COMPENSATION OF THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3. | PROPOSAL TO APPROVE THE SECOND | Management | For | For |
| AMENDMENT TO THE 2010 EMPLOYEE STOCK | | | |
| PURCHASE PLAN TO INCREASE THE NUMBER OF | | | |
| SHARES RESERVED FOR ISSUANCE THEREUNDER | | | |
| BY 2,000,000 SHARES. | | | |
| 4. | PROPOSAL TO RATIFY THE SELECTION OF BDO | Management | For | For |
| USA, LLP AS OUR INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2016. | | | |
| JOHNSON CONTROLS, INC. |
| Security | 478366107 | Meeting Type | Special |
| Ticker Symbol | JCI | Meeting Date | 17-Aug-2016 |
| ISIN | US4783661071 | Agenda | 934459315 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | PROPOSAL TO APPROVE THE AGREEMENT AND | Management | For | For |
| PLAN OF MERGER, DATED AS OF JANUARY 24, | | | |
| 2016, AS AMENDED, BY AND AMONG JOHNSON | | | |
| CONTROLS, INC., TYCO INTERNATIONAL PLC AND | | | |
| CERTAIN OTHER PARTIES NAMED THEREIN, | | | |
| INCLUDING JAGARA MERGER SUB LLC (THE | | | |
| "MERGER PROPOSAL") | | | |
| 2. | PROPOSAL TO APPROVE THE ADJOURNMENT OF | Management | For | For |
| THE JOHNSON CONTROLS SPECIAL MEETING TO | | | |
| ANOTHER DATE AND PLACE IF NECESSARY OR | | | |
| APPROPRIATE TO SOLICIT ADDITIONAL VOTES IN | | | |
| FAVOR OF THE MERGER PROPOSAL (THE | | | |
| "ADJOURNMENT PROPOSAL") | | | |
| 3. | PROPOSAL TO APPROVE, ON A NON-BINDING, | Management | Against | Against |
| ADVISORY BASIS, THE COMPENSATION THAT MAY | | | |
| BECOME PAYABLE TO JOHNSON CONTROLS' | | | |
| NAMED EXECUTIVE OFFICERS THAT IS BASED ON | | | |
| OR OTHERWISE RELATES TO THE MERGER (THE | | | |
| "ADVISORY COMPENSATION PROPOSAL") | | | |
Page 2 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| FEDEX CORPORATION | | |
| Security | 31428X106 | Meeting Type | Annual |
| Ticker Symbol | FDX | Meeting Date | 26-Sep-2016 |
| ISIN | US31428X1063 | Agenda | 934470218 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: JAMES L. BARKSDALE | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JOHN A. EDWARDSON | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: MARVIN R. ELLISON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JOHN C. ("CHRIS") INGLIS | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: KIMBERLY A. JABAL | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: R. BRAD MARTIN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JOSHUA COOPER RAMO | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: SUSAN C. SCHWAB | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: FREDERICK W. SMITH | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: DAVID P. STEINER | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: PAUL S. WALSH | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | Against | Against |
| OFFICER COMPENSATION. | | | |
| 3. | RATIFICATION OF INDEPENDENT REGISTERED | Management | For | For |
| PUBLIC ACCOUNTING FIRM. | | | |
| 4. | STOCKHOLDER PROPOSAL REGARDING LOBBYING | Shareholder | For | Against |
| ACTIVITY AND EXPENDITURE REPORT. | | | |
| 5. | STOCKHOLDER PROPOSAL REGARDING SIMPLE | Shareholder | Against | For |
| MAJORITY VOTE-COUNTING. | | | |
| 6. | STOCKHOLDER PROPOSAL REGARDING HOLY | Shareholder | Against | For |
| LAND PRINCIPLES. | | | |
| 7. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| APPLICATION OF COMPANY NON-DISCRIMINATION | | | |
| POLICIES IN STATES WITH PRO-DISCRIMINATION | | | |
| LAWS. | | | |
| THE PROCTER & GAMBLE COMPANY |
| Security | 742718109 | Meeting Type | Annual |
| Ticker Symbol | PG | Meeting Date | 11-Oct-2016 |
| ISIN | US7427181091 | Agenda | 934472616 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: FRANCIS S. BLAKE | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: ANGELA F. BRALY | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: KENNETH I. CHENAULT | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: SCOTT D. COOK | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: TERRY J. LUNDGREN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: W. JAMES MCNERNEY, | Management | For | For |
| JR. | | | |
| 1G. | ELECTION OF DIRECTOR: DAVID S. TAYLOR | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: MARGARET C. WHITMAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: PATRICIA A. WOERTZ | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: ERNESTO ZEDILLO | Management | For | For |
| 2. | RATIFY APPOINTMENT OF THE INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| 3. | ADVISORY VOTE ON THE COMPANY'S EXECUTIVE | Management | For | For |
| COMPENSATION (THE "SAY ON PAY" VOTE) | | | |
| 4. | SHAREHOLDER PROPOSAL - REPORT ON | Shareholder | For | Against |
| LOBBYING POLICIES OF THIRD PARTY | | | |
| ORGANIZATIONS | | | |
| 5. | SHAREHOLDER PROPOSAL - REPORT ON | Shareholder | Against | For |
| APPLICATION OF COMPANY NON-DISCRIMINATION | | | |
| POLICIES IN STATES WITH PRO-DISCRIMINATION | | | |
| LAWS | | | |
Page 3 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| LUMENTUM HOLDINGS INC |
| Security | 55024U109 | Meeting Type | Annual |
| Ticker Symbol | LITE | Meeting Date | 04-Nov-2016 |
| ISIN | US55024U1097 | Agenda | 934481704 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: MARTIN A. KAPLAN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: HAROLD L. COVERT | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: PENELOPE A. HERSCHER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: SAMUEL F. THOMAS | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: BRIAN J. LILLIE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: ALAN S. LOWE | Management | For | For |
| 2. | TO APPROVE THE EXECUTIVE OFFICER | Management | Against | Against |
| PERFORMANCE-BASED INCENTIVE PLAN | | | |
| 3. | TO APPROVE THE AMENDED AND RESTATED 2015 | Management | Against | Against |
| EQUITY INCENTIVE PLAN | | | |
| 4. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR THE FISCAL YEAR ENDING JULY 1, 2017 | | | |
| MAXIM INTEGRATED PRODUCTS, INC. |
| Security | 57772K101 | Meeting Type | Annual |
| Ticker Symbol | MXIM | Meeting Date | 09-Nov-2016 |
| ISIN | US57772K1016 | Agenda | 934485283 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | WILLIAM P. SULLIVAN | | For | For |
| 2 | TUNC DOLUCA | | For | For |
| 3 | TRACY C. ACCARDI | | For | For |
| 4 | JAMES R. BERGMAN | | For | For |
| 5 | JOSEPH R. BRONSON | | For | For |
| 6 | ROBERT E. GRADY | | For | For |
| 7 | WILLIAM D. WATKINS | | For | For |
| 8 | MARYANN WRIGHT | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF DELOITTE &
TOUCHE LLP AS MAXIM INTEGRATED'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING JUNE 24, 2017. | Management | For | For |
| 3. | TO RATIFY AND APPROVE AN AMENDMENT TO
MAXIM INTEGRATED'S 2008 EMPLOYEE STOCK
PURCHASE PLAN TO INCREASE THE NUMBER OF
SHARES AVAILABLE FOR ISSUANCE THEREUNDER
BY 1,500,000 SHARES. | Management | For | For |
| 4. | TO RATIFY AND APPROVE AN AMENDMENT TO
MAXIM INTEGRATED'S 1996 STOCK INCENTIVE
PLAN TO PROVIDE A MAXIMUM ANNUAL LIMIT ON
NON-EMPLOYEE DIRECTOR COMPENSATION FOR
CASH AND EQUITY. | Management | For | For |
| 5. | TO RATIFY AND APPROVE AN AMENDMENT TO
MAXIM INTEGRATED'S BYLAWS TO DESIGNATE
DELAWARE AS THE EXCLUSIVE FORUM FOR THE
ADJUDICATION OF CERTAIN LEGAL DISPUTES. | Management | For | For |
| 6. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE
OFFICER COMPENSATION. | Management | For | For |
Page 4 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| VIAVI SOLUTIONS INC | | |
| Security | 925550105 | Meeting Type | Annual |
| Ticker Symbol | VIAV | Meeting Date | 15-Nov-2016 |
| ISIN | US9255501051 | Agenda | 934486499 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: RICHARD BELLUZZO | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: KEITH BARNES | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: TOR BRAHAM | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: TIMOTHY CAMPOS | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: DONALD COLVIN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: MASOOD JABBAR | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: PAMELA STRAYER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: OLEG KHAYKIN | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT PUBLIC ACCOUNTING FIRM FOR | | | |
| VIAVI SOLUTIONS INC. FOR THE FISCAL YEAR | | | |
| ENDING JULY 1, 2017. | | | |
| 3. | TO APPROVE, BY NON-BINDING ADVISORY VOTE, | Management | For | For |
| THE COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| ORACLE CORPORATION | | |
| Security | 68389X105 | Meeting Type | Annual |
| Ticker Symbol | ORCL | Meeting Date | 16-Nov-2016 |
| ISIN | US68389X1054 | Agenda | 934483556 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | JEFFREY S. BERG | | For | For |
| 2 | H. RAYMOND BINGHAM | | For | For |
| 3 | MICHAEL J. BOSKIN | | For | For |
| 4 | SAFRA A. CATZ | | For | For |
| 5 | BRUCE R. CHIZEN | | For | For |
| 6 | GEORGE H. CONRADES | | For | For |
| 7 | LAWRENCE J. ELLISON | | For | For |
| 8 | HECTOR GARCIA-MOLINA | | For | For |
| 9 | JEFFREY O. HENLEY | | For | For |
| 10 | MARK V. HURD | | For | For |
| 11 | RENEE J. JAMES | | For | For |
| 12 | LEON E. PANETTA | | For | For |
| 13 | NAOMI O. SELIGMAN | | For | For |
| 2. | ADVISORY VOTE TO APPROVE THE | Management | Against | Against |
| COMPENSATION OF THE NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 3. | RATIFICATION OF THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL YEAR 2017. | | | |
| 4. | STOCKHOLDER PROPOSAL REGARDING LOBBYING | Shareholder | For | Against |
| REPORT. | | | |
Page 5 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| MICROSOFT CORPORATION |
| Security | 594918104 | Meeting Type | Annual |
| Ticker Symbol | MSFT | Meeting Date | 30-Nov-2016 |
| ISIN | US5949181045 | Agenda | 934491224 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: WILLIAM H. GATES III | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: TERI L. LIST-STOLL | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: G. MASON MORFIT | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: SATYA NADELLA | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: CHARLES H. NOSKI | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: HELMUT PANKE | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: SANDRA E. PETERSON | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: CHARLES W. SCHARF | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: JOHN W. STANTON | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: JOHN W. THOMPSON | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: PADMASREE WARRIOR | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION | | | |
| 3. | RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR | Management | For | For |
| INDEPENDENT AUDITOR FOR FISCAL YEAR 2017 | | | |
| 4. | APPROVAL OF AMENDMENT TO OUR AMENDED | Management | For | For |
| AND RESTATED ARTICLES OF INCORPORATION | | | |
| 5. | APPROVAL OF FRENCH SUB PLAN UNDER THE 2001 | Management | For | For |
| STOCK PLAN | | | |
| 6. | SHAREHOLDER PROPOSAL - REQUESTING | Shareholder | Against | For |
| CERTAIN PROXY ACCESS BYLAW AMENDMENTS | | | |
| CISCO SYSTEMS | | |
| Security | 17275R102 | Meeting Type | Annual |
| Ticker Symbol | CSCO | Meeting Date | 12-Dec-2016 |
| ISIN | US17275R1023 | Agenda | 934494357 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: CAROL A. BARTZ | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: M. MICHELE BURNS | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JOHN T. CHAMBERS | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: AMY L. CHANG | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: DR. KRISTINA M. | Management | For | For |
| JOHNSON | | | |
| 1H. | ELECTION OF DIRECTOR: RODERICK C. MCGEARY | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: CHARLES H. ROBBINS | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: ARUN SARIN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: STEVEN M. WEST | Management | For | For |
| 2. | APPROVAL, ON AN ADVISORY BASIS, OF | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 3. | RATIFICATION OF PRICEWATERHOUSECOOPERS | Management | For | For |
| LLP AS CISCO'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR FISCAL 2017. | | | |
| 4. | APPROVAL TO REQUEST AN ANNUAL REPORT | Shareholder | For | Against |
| RELATING TO CISCO'S LOBBYING POLICIES, | | | |
| PROCEDURES AND ACTIVITIES. | | | |
| 5. | APPROVAL TO REQUEST A REPORT DISCLOSING | Shareholder | Against | For |
| CERTAIN EMPLOYMENT DATA RELATING TO | | | |
| CISCO'S ARAB AND NON-ARAB EMPLOYEES IN | | | |
| ISRAEL-PALESTINE FOR EACH OF THE PAST THREE | | | |
| YEARS. | | | |
| 6. | APPROVAL TO REQUEST THE BOARD TO FORM A | Shareholder | Against | For |
| COMMITTEE TO REASSESS POLICIES AND | | | |
| CRITERIA FOR DECISIONS WITH RESPECT TO | | | |
| CISCO'S BUSINESS INVOLVEMENTS WITH ISRAEL'S | | | |
| SETTLEMENTS. | | | |
Page 6 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| D.R. HORTON, INC. | | |
| Security | 23331A109 | Meeting Type | Annual |
| Ticker Symbol | DHI | Meeting Date | 19-Jan-2017 |
| ISIN | US23331A1097 | Agenda | 934514147 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: DONALD R. HORTON | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: BARBARA K. ALLEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: BRAD S. ANDERSON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: MICHAEL R. BUCHANAN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MICHAEL W. HEWATT | Management | For | For |
| 2. | APPROVAL OF THE ADVISORY RESOLUTION ON | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 3. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM. | | | |
| WALGREENS BOOTS ALLIANCE, INC. |
| Security | 931427108 | Meeting Type | Annual |
| Ticker Symbol | WBA | Meeting Date | 26-Jan-2017 |
| ISIN | US9314271084 | Agenda | 934512648 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: JANICE M. BABIAK | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: DAVID J. BRAILER | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: WILLIAM C. FOOTE | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: GINGER L. GRAHAM | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JOHN A. LEDERER | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: DOMINIC P. MURPHY | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: STEFANO PESSINA | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: LEONARD D. SCHAEFFER | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: NANCY M. SCHLICHTING | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: JAMES A. SKINNER | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. | | | |
| 4. | APPROVAL OF THE MATERIAL TERMS OF THE | Management | For | For |
| PERFORMANCE MEASURES UNDER THE | | | |
| WALGREENS BOOTS ALLIANCE, INC. AMENDED AND | | | |
| RESTATED 2011 CASH-BASED INCENTIVE PLAN. | | | |
| 5. | STOCKHOLDER PROPOSAL REQUESTING CERTAIN | Shareholder | Against | For |
| PROXY ACCESS BY-LAW AMENDMENTS. | | | |
| 6. | STOCKHOLDER PROPOSAL RELATING TO | Shareholder | Against | For |
| EXECUTIVE PAY & SUSTAINABILITY | | | |
| PERFORMANCE. | | | |
Page 7 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| NXP SEMICONDUCTORS NV. |
| Security | N6596X109 | Meeting Type | Special |
| Ticker Symbol | NXPI | Meeting Date | 27-Jan-2017 |
| ISIN | NL0009538784 | Agenda | 934520897 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 3.A | THE PROPOSAL TO APPOINT MR. STEVE | Management | For | For |
| MOLLENKOPF AS EXECUTIVE DIRECTOR SUBJECT | | | |
| TO AND CONDITIONAL UPON THE OCCURRENCE OF | | | |
| AND EFFECTIVE AS OF CLOSING. | | | |
| 3.B | THE PROPOSAL TO APPOINT MR. DEREK K. ABERLE | Management | For | For |
| AS NON-EXECUTIVE …(DUE TO SPACE LIMITS, SEE | | | |
| PROXY MATERIAL FOR FULL PROPOSAL). | | | |
| 3.C | THE PROPOSAL TO APPOINT MR. GEORGE S. DAVIS | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR SUBJECT TO AND | | | |
| CONDITIONAL UPON THE OCCURRENCE OF AND | | | |
| EFFECTIVE AS OF CLOSING. | | | |
| 3.D | THE PROPOSAL TO APPOINT MR. DONALD J. | Management | For | For |
| ROSENBERG AS NON-EXECUTIVE …(DUE TO SPACE | | | |
| LIMITS, SEE PROXY MATERIAL FOR FULL | | | |
| PROPOSAL). | | | |
| 3.E | THE PROPOSAL TO APPOINT MR. BRIAN MODOFF | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR SUBJECT TO AND | | | |
| CONDITIONAL UPON THE OCCURRENCE OF AND | | | |
| EFFECTIVE AS OF CLOSING. | | | |
| 4. | THE PROPOSAL TO GRANT FULL AND FINAL | Management | For | For |
| DISCHARGE TO EACH MEMBER …(DUE TO SPACE | | | |
| LIMITS, SEE PROXY MATERIAL FOR FULL | | | |
| PROPOSAL). | | | |
| 5.A | THE PROPOSAL TO APPROVE OF THE ASSET SALE | Management | For | For |
| AS REQUIRED UNDER ARTICLE 2:107A OF THE | | | |
| DUTCH CIVIL CODE CONDITIONAL UPON AND | | | |
| SUBJECT TO (I) BUYER HAVING ACCEPTED FOR | | | |
| PAYMENT THE ACQUIRED SHARES AND (II) THE | | | |
| NUMBER OF ACQUIRED SHARES MEETING THE | | | |
| ASSET SALE THRESHOLD. | | | |
| 5.B | THE PROPOSAL TO (I) DISSOLVE NXP (II) APPOINT | Management | For | For |
| STICHTING …(DUE TO SPACE LIMITS, SEE PROXY | | | |
| MATERIAL FOR FULL PROPOSAL). | | | |
| 6.A | THE PROPOSAL TO AMEND NXP'S ARTICLES OF | Management | For | For |
| ASSOCIATION, SUBJECT TO CLOSING. | | | |
| 6.B | THE PROPOSAL TO CONVERT NXP AND AMEND THE | Management | For | For |
| ARTICLES OF ASSOCIATION, SUBJECT TO | | | |
| DELISTING OF NXP FROM NASDAQ. | | | |
| VISA INC. | | |
| Security | 92826C839 | Meeting Type | Annual |
| Ticker Symbol | V | Meeting Date | 31-Jan-2017 |
| ISIN | US92826C8394 | Agenda | 934512890 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: LLOYD A. CARNEY | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MARY B. CRANSTON | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: FRANCISCO JAVIER | Management | For | For |
| FERNANDEZ-CARBAJAL | | | |
| 1D. | ELECTION OF DIRECTOR: GARY A. HOFFMAN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: ALFRED F. KELLY, JR. | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: ROBERT W. | Management | For | For |
| MATSCHULLAT | | | |
| 1G. | ELECTION OF DIRECTOR: SUZANNE NORA | Management | For | For |
| JOHNSON | | | |
| 1H. | ELECTION OF DIRECTOR: JOHN A.C. SWAINSON | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: MAYNARD G. WEBB, JR. | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| ADVISORY VOTES ON EXECUTIVE COMPENSATION. | | | |
| 4. | RATIFICATION OF THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE 2017 FISCAL YEAR. | | | |
Page 8 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| ROCKWELL AUTOMATION, INC. |
| Security | 773903109 | Meeting Type | Annual |
| Ticker Symbol | ROK | Meeting Date | 07-Feb-2017 |
| ISIN | US7739031091 | Agenda | 934515050 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| A. | DIRECTOR | Management | | |
| 1 | STEVEN R. KALMANSON | | For | For |
| 2 | JAMES P. KEANE | | For | For |
| 3 | BLAKE D. MORET | | For | For |
| 4 | DONALD R. PARFET | | For | For |
| 5 | THOMAS W. ROSAMILIA | | For | For |
| B. | TO APPROVE THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE CORPORATION'S | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM. | | | |
| C. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE CORPORATION'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| D. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | 1 Year | For |
| FREQUENCY OF THE VOTE ON THE | | | |
| COMPENSATION OF THE CORPORATION'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| TIME WARNER INC. | | |
| Security | 887317303 | Meeting Type | Special |
| Ticker Symbol | TWX | Meeting Date | 15-Feb-2017 |
| ISIN | US8873173038 | Agenda | 934521560 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | ADOPT THE AGREEMENT AND PLAN OF MERGER, | Management | For | For |
| DATED AS OF OCTOBER 22, 2016, AS IT MAY BE | | | |
| AMENDED FROM TIME TO TIME (THE "MERGER | | | |
| AGREEMENT"), BY AND AMONG TIME WARNER INC., | | | |
| A DELAWARE CORPORATION, AT&T INC., A | | | |
| DELAWARE CORPORATION, WEST MERGER SUB, | | | |
| INC., A DELAWARE CORPORATION AND A WHOLLY | | | |
| OWNED SUBSIDIARY OF AT&T INC., AND WEST | | | |
| MERGER SUB II, LLC, A DELAWARE LIMITED | | | |
| LIABILITY COMPANY AND A WHOLLY OWNED | | | |
| SUBSIDIARY OF AT&T INC. | | | |
| 2. | APPROVE, BY NON-BINDING, ADVISORY VOTE, | Management | Against | Against |
| CERTAIN COMPENSATION THAT MAY BE PAID OR | | | |
| BECOME PAYABLE TO TIME WARNER INC.'S NAMED | | | |
| EXECUTIVE OFFICERS IN CONNECTION WITH THE | | | |
| TRANSACTIONS CONTEMPLATED BY THE MERGER | | | |
| AGREEMENT AND THE AGREEMENTS AND | | | |
| UNDERSTANDINGS PURSUANT TO WHICH SUCH | | | |
| COMPENSATION MAY BE PAID OR BECOME | | | |
| PAYABLE. | | | |
| 3. | APPROVE ADJOURNMENTS OF THE SPECIAL | Management | For | For |
| MEETING, IF NECESSARY OR APPROPRIATE, TO | | | |
| SOLICIT ADDITIONAL PROXIES IF THERE ARE | | | |
| INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL | | | |
| MEETING TO ADOPT THE MERGER AGREEMENT. | | | |
| INFINEON TECHNOLOGIES AG |
| Security | 45662N103 | Meeting Type | Annual |
| Ticker Symbol | IFNNY | Meeting Date | 16-Feb-2017 |
| ISIN | US45662N1037 | Agenda | 934523538 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 2. | ALLOCATION OF UNAPPROPRIATED PROFIT | Management | For | For |
| 3. | APPROVAL OF THE ACTS OF THE MEMBERS OF THE | Management | For | For |
| MANAGEMENT BOARD | | | |
| 4. | APPROVAL OF THE ACTS OF THE MEMBERS OF THE | Management | For | For |
| SUPERVISORY BOARD | | | |
| 5. | APPOINTMENT OF THE AUDITOR | Management | For | For |
| 6. | ELECTION OF A SUPERVISORY BOARD MEMBER | Management | For | For |
| 7. | CONCLUSION OF DOMINATION AND PROFIT | Management | For | For |
| TRANSFER AGREEMENT WITH INFINEON | | | |
| TECHNOLOGIES MANTEL 28 GMBH | | | |
| 8. | CONCLUSION OF DOMINATION AND PROFIT | Management | For | For |
| TRANSFER AGREEMENT WITH INFINEON | | | |
| TECHNOLOGIES MANTEL 29 GMBH | | | |
Page 9 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| APPLE INC. | | |
| Security | 037833100 | Meeting Type | Annual |
| Ticker Symbol | AAPL | Meeting Date | 28-Feb-2017 |
| ISIN | US0378331005 | Agenda | 934520556 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: JAMES BELL | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: TIM COOK | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: AL GORE | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: BOB IGER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: ANDREA JUNG | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: ART LEVINSON | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: RON SUGAR | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: SUE WAGNER | Management | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS APPLE'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017 | | | |
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION | | | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| SHAREHOLDER VOTES ON EXECUTIVE | | | |
| COMPENSATION | | | |
| 5. | A SHAREHOLDER PROPOSAL ENTITLED | Shareholder | Against | For |
| "CHARITABLE GIVING - RECIPIENTS, INTENTS AND | | | |
| BENEFITS" | | | |
| 6. | A SHAREHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| DIVERSITY AMONG OUR SENIOR MANAGEMENT | | | |
| AND BOARD OF DIRECTORS | | | |
| 7. | A SHAREHOLDER PROPOSAL ENTITLED | Shareholder | Against | For |
| "SHAREHOLDER PROXY ACCESS AMENDMENTS" | | | |
| 8. | A SHAREHOLDER PROPOSAL ENTITLED | Shareholder | Against | For |
| "EXECUTIVE COMPENSATION REFORM" | | | |
| 9. | A SHAREHOLDER PROPOSAL ENTITLED | Shareholder | Against | For |
| "EXECUTIVES TO RETAIN SIGNIFICANT STOCK" | | | |
| QUALCOMM INCORPORATED | | |
| Security | 747525103 | Meeting Type | Annual |
| Ticker Symbol | QCOM | Meeting Date | 07-Mar-2017 |
| ISIN | US7475251036 | Agenda | 934522435 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: BARBARA T. ALEXANDER | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JEFFREY W. HENDERSON | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: THOMAS W. HORTON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: PAUL E. JACOBS | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: ANN M. LIVERMORE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: HARISH MANWANI | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MARK D. MCLAUGHLIN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: STEVE MOLLENKOPF | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: CLARK T. RANDT, JR. | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: FRANCISCO ROS | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: ANTHONY J. | Management | For | For |
| VINCIQUERRA | | | |
| 2. | RATIFICATION OF THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR | | | |
| FISCAL YEAR ENDING SEPTEMBER 24, 2017. | | | |
| 3. | APPROVAL, ON AN ADVISORY BASIS, OF OUR | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4. | STOCKHOLDER PROPOSAL TO AMEND THE PROXY | Shareholder | Against | For |
| ACCESS PROVISION OF OUR AMENDED AND | | | |
| RESTATED BYLAWS, IF PROPERLY PRESENTED AT | | | |
| THE ANNUAL MEETING. | | | |
Page 10 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| THE WALT DISNEY COMPANY |
| Security | 254687106 | Meeting Type | Annual |
| Ticker Symbol | DIS | Meeting Date | 08-Mar-2017 |
| ISIN | US2546871060 | Agenda | 934523437 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: SUSAN E. ARNOLD | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JOHN S. CHEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JACK DORSEY | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: ROBERT A. IGER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MARIA ELENA | Management | For | For |
| LAGOMASINO | | | |
| 1F. | ELECTION OF DIRECTOR: FRED H. LANGHAMMER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: AYLWIN B. LEWIS | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: ROBERT W. | Management | For | For |
| MATSCHULLAT | | | |
| 1I. | ELECTION OF DIRECTOR: MARK G. PARKER | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: SHERYL K. SANDBERG | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: ORIN C. SMITH | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S REGISTERED PUBLIC ACCOUNTANTS | | | |
| FOR 2017. | | | |
| 3. | TO APPROVE THE ADVISORY RESOLUTION ON | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4. | TO APPROVE HOLDING AN ADVISORY VOTE ON | Management | 1 Year | For |
| EXECUTIVE COMPENSATION EVERY ONE, TWO OR | | | |
| THREE YEARS, AS INDICATED. | | | |
| 5. | TO APPROVE THE SHAREHOLDER PROPOSAL | Shareholder | For | Against |
| REQUESTING AN ANNUAL REPORT DISCLOSING | | | |
| INFORMATION REGARDING THE COMPANY'S | | | |
| LOBBYING POLICIES AND ACTIVITIES. | | | |
| 6. | TO APPROVE THE SHAREHOLDER PROPOSAL | Shareholder | Against | For |
| REQUESTING THE BOARD TO AMEND THE | | | |
| COMPANY'S BYLAWS RELATING TO PROXY ACCESS | | | |
| TO INCREASE THE NUMBER OF PERMITTED | | | |
| NOMINEES, REMOVE THE LIMIT ON AGGREGATING | | | |
| SHARES TO MEET THE SHAREHOLDING | | | |
| REQUIREMENT, AND REMOVE THE LIMITATION ON | | | |
| RENOMINATION OF PERSONS BASED ON VOTES IN | | | |
| A PRIOR ELECTION. | | | |
Page 11 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| JOHNSON CONTROLS INTERNATIONAL PLC |
| Security | G51502105 | Meeting Type | Annual |
| Ticker Symbol | JCI | Meeting Date | 08-Mar-2017 |
| ISIN | IE00BY7QL619 | Agenda | 934523968 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: DAVID P. ABNEY | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: NATALIE A. BLACK | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: MICHAEL E. DANIELS | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: BRIAN DUPERREAULT | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JEFFREY A. JOERRES | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: ALEX A. MOLINAROLI | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: GEORGE R. OLIVER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JUAN PABLO DEL VALLE | Management | For | For |
| PEROCHENA | | | |
| 1I. | ELECTION OF DIRECTOR: JURGEN TINGGREN | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: MARK VERGNANO | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: R. DAVID YOST | Management | For | For |
| 2.A | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT AUDITORS OF THE COMPANY. | | | |
| 2.B | TO AUTHORIZE THE AUDIT COMMITTEE OF THE | Management | For | For |
| BOARD OF DIRECTORS TO SET THE AUDITORS' | | | |
| REMUNERATION. | | | |
| 3. | TO AUTHORIZE THE COMPANY AND/OR ANY | Management | For | For |
| SUBSIDIARY OF THE COMPANY TO MAKE MARKET | | | |
| PURCHASES OF COMPANY SHARES. | | | |
| 4. | TO DETERMINE THE PRICE RANGE AT WHICH THE | Management | For | For |
| COMPANY CAN RE-ALLOT SHARES THAT IT HOLDS | | | |
| AS TREASURY SHARES (SPECIAL RESOLUTION). | | | |
| 5. | TO APPROVE, IN A NON-BINDING ADVISORY VOTE, | Management | Against | Against |
| THE COMPENSATION OF THE NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
|
| 6. | TO APPROVE, IN A NON-BINDING ADVISORY VOTE, | Management | 1 Year | For |
| THE FREQUENCY OF THE NON-BINDING ADVISORY | | | |
| VOTE ON THE COMPENSATION OF THE NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 7. | TO APPROVE THE MATERIAL TERMS OF THE | Management | Against | Against |
| PERFORMANCE GOALS UNDER THE JOHNSON | | | |
| CONTROLS INTERNATIONAL PLC 2012 SHARE AND | | | |
| INCENTIVE PLAN. | | | |
| 8. | TO APPROVE THE DIRECTORS' AUTHORITY TO | Management | For | For |
| ALLOT SHARES UP TO APPROXIMATELY 33% OF | | | |
| ISSUED SHARE CAPITAL. | | | |
| 9. | TO APPROVE THE WAIVER OF STATUTORY PRE- | Management | For | For |
| EMPTION RIGHTS WITH RESPECT TO UP TO 5% OF | | | |
| ISSUED SHARE CAPITAL (SPECIAL RESOLUTION) | | | |
Page 12 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| ADIENT PLC | | |
| Security | G0084W101 | Meeting Type | Annual |
| Ticker Symbol | ADNT | Meeting Date | 13-Mar-2017 |
| ISIN | IE00BD845X29 | Agenda | 934524566 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: JOHN M. BARTH | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JULIE L. BUSHMAN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: RAYMOND L. CONNER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: RICHARD GOODMAN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: FREDERICK A. | Management | For | For |
| HENDERSON | | | |
| 1F. | ELECTION OF DIRECTOR: R. BRUCE MCDONALD | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: BARBARA J. SAMARDZICH | Management | For | For |
| 2. | TO RATIFY, BY NON-BINDING ADVISORY VOTE, THE | Management | For | For |
| APPOINTMENT OF PRICEWATERHOUSECOOPERS | | | |
| LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL | | | |
| YEAR 2017 AND TO AUTHORIZE, BY BINDING VOTE, | | | |
| THE BOARD OF DIRECTORS, ACTING THROUGH | | | |
| THE AUDIT COMMITTEE, TO SET THE AUDITORS' | | | |
| REMUNERATION. | | | |
| 3. | TO APPROVE, ON AN ADVISORY BASIS, OUR | Management | Against | Against |
| NAMED EXECUTIVE OFFICER COMPENSATION. | | | |
| 4. | TO CONSIDER AN ADVISORY VOTE ON THE | Management | 1 Year | For |
| FREQUENCY OF THE ADVISORY VOTE ON NAMED | | | |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 5. | TO APPROVE THE MATERIAL TERMS OF THE | Management | Against | Against |
| PERFORMANCE GOALS UNDER ADIENT'S 2016 | | | |
| OMNIBUS INCENTIVE PLAN. | | | |
Page 13 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| HEWLETT PACKARD ENTERPRISE COMPANY |
| Security | 42824C109 | Meeting Type | Annual |
| Ticker Symbol | HPE | Meeting Date | 22-Mar-2017 |
| ISIN | US42824C1099 | Agenda | 934528502 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: DANIEL AMMANN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MARC L. ANDREESSEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: MICHAEL J. ANGELAKIS | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: LESLIE A. BRUN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: PAMELA L. CARTER | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: KLAUS KLEINFELD | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: RAYMOND J. LANE | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: ANN M. LIVERMORE | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: RAYMOND E. OZZIE | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: GARY M. REINER | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: PATRICIA F. RUSSO | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: LIP-BU TAN | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: MARGARET C. WHITMAN | Management | For | For |
| 1N. | ELECTION OF DIRECTOR: MARY AGNES | Management | For | For |
| WILDEROTTER | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, | | | |
| 2017 | | | |
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION | | | |
| 4. | APPROVAL OF THE 162(M)-RELATED PROVISIONS | Management | For | For |
| OF 2015 COMPANY STOCK INCENTIVE PLAN | | | |
| SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) |
| Security | 806857108 | Meeting Type | Annual |
| Ticker Symbol | SLB | Meeting Date | 05-Apr-2017 |
| ISIN | AN8068571086 | Agenda | 934533705 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: PETER L.S. CURRIE | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MIGUEL M. GALUCCIO | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: V. MAUREEN KEMPSTON | Management | For | For |
| DARKES | | | |
| 1D. | ELECTION OF DIRECTOR: PAAL KIBSGAARD | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: HELGE LUND | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MICHAEL E. MARKS | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: INDRA K. NOOYI | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: LUBNA S. OLAYAN | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: LEO RAFAEL REIF | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: TORE I. SANDVOLD | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: HENRI SEYDOUX | Management | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPANY'S EXECUTIVE COMPENSATION. | | | |
| 3. | TO CONDUCT AN ADVISORY VOTE ON THE | Management | 1 Year | For |
| FREQUENCY OF FUTURE ADVISORY VOTES ON | | | |
| EXECUTIVE COMPENSATION. | | | |
| 4. | TO APPROVE THE COMPANY'S 2016 FINANCIAL | Management | For | For |
| STATEMENTS AND THE BOARD'S 2016 | | | |
| DECLARATIONS OF DIVIDENDS. | | | |
| 5. | TO APPROVE THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2017. | | | |
| 6. | TO APPROVE THE ADOPTION OF THE 2017 | Management | For | For |
| SCHLUMBERGER OMNIBUS STOCK INCENTIVE | | | |
| PLAN. | | | |
| 7. | TO APPROVE AN AMENDMENT AND RESTATEMENT | Management | For | For |
| OF THE SCHLUMBERGER DISCOUNTED STOCK | | | |
| PURCHASE PLAN. | | | |
Page 14 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| ABB LTD | | |
| Security | 000375204 | Meeting Type | Annual |
| Ticker Symbol | ABB | Meeting Date | 13-Apr-2017 |
| ISIN | US0003752047 | Agenda | 934553240 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1 | APPROVAL OF THE MANAGEMENT REPORT, THE | Management | For | For |
| CONSOLIDATED FINANCIAL STATEMENTS AND THE | | | |
| ANNUAL FINANCIAL STATEMENTS FOR 2016 | | | |
| 2 | CONSULTATIVE VOTE ON THE 2016 | Management | For | For |
| COMPENSATION REPORT | | | |
| 3 | DISCHARGE OF THE BOARD OF DIRECTORS AND | Management | For | For |
| THE PERSONS ENTRUSTED WITH MANAGEMENT | | | |
| 4 | APPROPRIATION OF EARNINGS | Management | For | For |
| 5 | CAPITAL REDUCTION THROUGH CANCELLATION OF | Management | For | For |
| SHARES REPURCHASED UNDER THE SHARE | | | |
| BUYBACK PROGRAM | | | |
| 6 | RENEWAL OF AUTHORIZED SHARE CAPITAL | Management | For | For |
| 7A | BINDING VOTE ON THE MAXIMUM AGGREGATE | Management | For | For |
| AMOUNT OF COMPENSATION OF THE BOARD OF | | | |
| DIRECTORS FOR THE NEXT TERM OF OFFICE, I.E. | | | |
| FROM THE 2017 ANNUAL GENERAL MEETING TO | | | |
| THE 2018 ANNUAL GENERAL MEETING | | | |
| 7B | BINDING VOTE ON THE MAXIMUM AGGREGATE | Management | For | For |
| AMOUNT OF COMPENSATION OF THE EXECUTIVE | | | |
| COMMITTEE FOR THE FOLLOWING FINANCIAL | | | |
| YEAR, I.E. 2018 | | | |
| 8A | ELECT MATTI ALAHUHTA, AS DIRECTOR | Management | For | For |
| 8B | ELECT DAVID CONSTABLE, AS DIRECTOR | Management | For | For |
| 8C | ELECT FREDERICO FLEURY CURADO, AS | Management | For | For |
| DIRECTOR | | | |
| 8D | ELECT LARS FORBERG, AS DIRECTOR | Management | For | For |
| 8E | ELECT LOUIS R. HUGHES, AS DIRECTOR | Management | For | For |
| 8F | ELECT DAVID MELINE, AS DIRECTOR | Management | For | For |
| 8G | ELECT SATISH PAI, AS DIRECTOR | Management | For | For |
| 8H | ELECT JACOB WALLENBERG, AS DIRECTOR | Management | For | For |
| 8I | ELECT YING YEH, AS DIRECTOR | Management | For | For |
| 8J | ELECT PETER VOSER, AS DIRECTOR AND | Management | For | For |
| CHAIRMAN | | | |
| 9A | ELECTIONS TO THE COMPENSATION COMMITTEE: | Management | For | For |
| DAVID CONSTABLE | | | |
| 9B | ELECTIONS TO THE COMPENSATION COMMITTEE: | Management | For | For |
| FREDERICO FLEURY CURADO | | | |
| 9C | ELECTIONS TO THE COMPENSATION COMMITTEE: | Management | For | For |
| YING YEH | | | |
| 10 | ELECTION OF THE INDEPENDENT PROXY, DR. HANS | Management | For | For |
| ZEHNDER | | | |
| 11 | ELECTION OF THE AUDITORS, ERNST & YOUNG AG | Management | For | For |
| 12 | IN CASE OF ADDITIONAL OR ALTERNATIVE | Management | For | For |
| PROPOSALS TO THE PUBLISHED AGENDA ITEMS | | | |
| DURING THE ANNUAL GENERAL MEETING OR OF | | | |
| NEW AGENDA ITEMS, I AUTHORIZE THE | | | |
| INDEPENDENT PROXY TO ACT AS FOLLOWS | | | |
Page 15 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| HP INC. | | |
| Security | 40434L105 | Meeting Type | Annual |
| Ticker Symbol | HPQ | Meeting Date | 17-Apr-2017 |
| ISIN | US40434L1052 | Agenda | 934533224 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: AIDA M. ALVAREZ | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: SHUMEET BANERJI | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: CARL BASS | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: ROBERT R. BENNETT | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: CHARLES V. BERGH | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: STACY BROWN-PHILPOT | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: STEPHANIE A. BURNS | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: MARY ANNE CITRINO | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: STACEY MOBLEY | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: SUBRA SURESH | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: DION J. WEISLER | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: MARGARET C. WHITMAN | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, | | | |
| 2017 | | | |
| 3. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | Against |
| COMPANY'S EXECUTIVE COMPENSATION | | | |
| 4. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | 1 Year | For |
| FREQUENCY OF FUTURE VOTES TO APPROVE, ON | | | |
| AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE | | | |
| COMPENSATION | | | |
| KIMBERLY-CLARK CORPORATION |
| Security | 494368103 | Meeting Type | Annual |
| Ticker Symbol | KMB | Meeting Date | 20-Apr-2017 |
| ISIN | US4943681035 | Agenda | 934533832 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: JOHN F. BERGSTROM | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: ABELARDO E. BRU | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ROBERT W. DECHERD | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: THOMAS J. FALK | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: FABIAN T. GARCIA | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: MICHAEL D. HSU | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MAE C. JEMISON, M.D. | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JAMES M. JENNESS | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: NANCY J. KARCH | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: CHRISTA S. QUARLES | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: IAN C. READ | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: MARC J. SHAPIRO | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: MICHAEL D. WHITE | Management | For | For |
| 2. | RATIFICATION OF AUDITORS | Management | For | For |
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION | | | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| ADVISORY VOTES ON EXECUTIVE COMPENSATION. | | | |
Page 16 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| HANESBRANDS INC. | | |
| Security | 410345102 | Meeting Type | Annual |
| Ticker Symbol | HBI | Meeting Date | 25-Apr-2017 |
| ISIN | US4103451021 | Agenda | 934534593 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: GERALD W. EVANS, JR. | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: BOBBY J. GRIFFIN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JAMES C. JOHNSON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JESSICA T. MATHEWS | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: FRANCK J. MOISON | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: ROBERT F. MORAN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: RONALD L. NELSON | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: RICHARD A. NOLL | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: DAVID V. SINGER | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: ANN E. ZIEGLER | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| HANESBRANDS' INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR HANESBRANDS' | | | |
| 2017 FISCAL YEAR | | | |
| 3. | TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE | Management | For | For |
| COMPENSATION AS DESCRIBED IN THE PROXY | | | |
| STATEMENT FOR THE ANNUAL MEETING | | | |
| 4. | TO RECOMMEND, ON AN ADVISORY BASIS, THE | Management | 1 Year | For |
| FREQUENCY OF FUTURE ADVISORY VOTES | | | |
| REGARDING EXECUTIVE COMPENSATION | | | |
| NOBLE ENERGY, INC. | | |
| Security | 655044105 | Meeting Type | Annual |
| Ticker Symbol | NBL | Meeting Date | 25-Apr-2017 |
| ISIN | US6550441058 | Agenda | 934535660 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: JEFFREY L. BERENSON | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MICHAEL A. CAWLEY | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: EDWARD F. COX | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JAMES E. CRADDOCK | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: THOMAS J. EDELMAN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: KIRBY L. HEDRICK | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: DAVID L. STOVER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: SCOTT D. URBAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: WILLIAM T. VAN KLEEF | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: MOLLY K. WILLIAMSON | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT AUDITOR BY THE COMPANY'S AUDIT | | | |
| COMMITTEE. | | | |
| 3. | TO APPROVE, IN AN ADVISORY VOTE, EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | TO APPROVE, IN AN ADVISORY VOTE, THE | Management | 1 Year | For |
| FREQUENCY OF THE STOCKHOLDER VOTE ON | | | |
| EXECUTIVE COMPENSATION. | | | |
| 5. | TO APPROVE THE 2017 LONG-TERM INCENTIVE | Management | For | For |
| PLAN. | | | |
| 6. | TO CONSIDER A STOCKHOLDER PROPOSAL | Shareholder | Against | For |
| REQUESTING A PUBLISHED ASSESSMENT OF | | | |
| CLIMATE CHANGE POLICY IMPACTS, IF PROPERLY | | | |
| PRESENTED AT THE MEETING. | | | |
Page 17 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| SUNTRUST BANKS, INC. | | |
| Security | 867914103 | Meeting Type | Annual |
| Ticker Symbol | STI | Meeting Date | 25-Apr-2017 |
| ISIN | US8679141031 | Agenda | 934537121 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: DALLAS S. CLEMENT | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: PAUL R. GARCIA | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: M. DOUGLAS IVESTER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: KYLE PRECHTL LEGG | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: DONNA S. MOREA | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: DAVID M. RATCLIFFE | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: WILLIAM H. ROGERS, JR. | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: AGNES BUNDY SCANLAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: FRANK P. SCRUGGS, JR. | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: BRUCE L. TANNER | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: THOMAS R. WATJEN | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: DR. PHAIL WYNN, JR. | Management | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPANY'S EXECUTIVE COMPENSATION. | | | |
| 3. | TO RECOMMEND THAT A NON-BINDING, ADVISORY | Management | 1 Year | For |
| VOTE TO APPROVE THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS BE PUT | | | |
| TO SHAREHOLDERS FOR THEIR CONSIDERATION | | | |
| EVERY: ONE; TWO; OR THREE YEARS. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG | Management | For | For |
| LLP AS OUR INDEPENDENT AUDITOR FOR 2017. | | | |
| THE PNC FINANCIAL SERVICES GROUP, INC. |
| Security | 693475105 | Meeting Type | Annual |
| Ticker Symbol | PNC | Meeting Date | 25-Apr-2017 |
| ISIN | US6934751057 | Agenda | 934538375 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: CHARLES E. BUNCH | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MARJORIE RODGERS | Management | For | For |
| CHESHIRE | | | |
| 1C. | ELECTION OF DIRECTOR: WILLIAM S. DEMCHAK | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: ANDREW T. FELDSTEIN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: DANIEL R. HESSE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: KAY COLES JAMES | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: RICHARD B. KELSON | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JANE G. PEPPER | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: DONALD J. SHEPARD | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: LORENE K. STEFFES | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: DENNIS F. STRIGL | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: MICHAEL J. WARD | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: GREGORY D. WASSON | Management | For | For |
| 2. | RATIFICATION OF THE AUDIT COMMITTEE'S | Management | For | For |
| SELECTION OF PRICEWATERHOUSECOOPERS LLP | | | |
| AS PNC'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2017. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION. | | | |
| 4. | RECOMMENDATION FOR THE FREQUENCY OF | Management | 1 Year | For |
| FUTURE ADVISORY VOTES ON EXECUTIVE | | | |
| COMPENSATION. | | | |
| 5. | A SHAREHOLDER PROPOSAL REQUESTING A | Shareholder | Against | For |
| DIVERSITY REPORT WITH SPECIFIC ADDITIONAL | | | |
| DISCLOSURE, INCLUDING EEOC-DEFINED METRICS. | | | |
Page 18 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| FIRST HORIZON NATIONAL CORPORATION |
| Security | 320517105 | Meeting Type | Annual |
| Ticker Symbol | FHN | Meeting Date | 25-Apr-2017 |
| ISIN | US3205171057 | Agenda | 934540837 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: JOHN C. COMPTON | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MARK A. EMKES | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: CORYDON J. GILCHRIST | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: D. BRYAN JORDAN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: R. BRAD MARTIN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: SCOTT M. NISWONGER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: VICKI R. PALMER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: COLIN V. REED | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: CECELIA D. STEWART | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: RAJESH SUBRAMANIAM | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: LUKE YANCY III | Management | For | For |
| 2. | APPROVAL OF AN ADVISORY RESOLUTION TO | Management | For | For |
| APPROVE EXECUTIVE COMPENSATION. | | | |
| 3. | VOTE ON AN ADVISORY RESOLUTION ON THE | Management | 1 Year | For |
| FREQUENCY (WHETHER EVERY YEAR, EVERY TWO | | | |
| YEARS OR EVERY THREE YEARS) OF FUTURE | | | |
| VOTES ON AN ADVISORY RESOLUTION ON | | | |
| EXECUTIVE COMPENSATION. | | | |
| 4. | RATIFICATION OF APPOINTMENT OF KPMG LLP AS | Management | For | For |
| AUDITORS. | | | |
| ASSOCIATED BANC-CORP |
| Security | 045487105 | Meeting Type | Annual |
| Ticker Symbol | ASB | Meeting Date | 25-Apr-2017 |
| ISIN | US0454871056 | Agenda | 934541524 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | JOHN F. BERGSTROM | | For | For |
| 2 | PHILIP B. FLYNN | | For | For |
| 3 | R. JAY GERKEN | | For | For |
| 4 | JUDITH P. GREFFIN | | For | For |
| 5 | WILLIAM R. HUTCHINSON | | For | For |
| 6 | ROBERT A. JEFFE | | For | For |
| 7 | EILEEN A. KAMERICK | | For | For |
| 8 | GALE E. KLAPPA | | For | For |
| 9 | RICHARD T. LOMMEN | | For | For |
| 10 | CORY L. NETTLES | | For | For |
| 11 | KAREN T. VAN LITH | | For | For |
| 12 | JOHN (JAY) B. WILLIAMS | | For | For |
| 2. | THE APPROVAL OF THE ASSOCIATED BANC-CORP | Management | For | For |
| 2017 INCENTIVE COMPENSATION PLAN. | | | |
| 3. | ADVISORY APPROVAL OF ASSOCIATED BANC- | Management | For | For |
| CORP'S NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 4. | THE RATIFICATION OF THE SELECTION OF KPMG | Management | For | For |
| LLP AS THE INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR ASSOCIATED BANC-CORP | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2017. | | | |
Page 19 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| CITIGROUP INC. | | |
| Security | 172967424 | Meeting Type | Annual |
| Ticker Symbol | C | Meeting Date | 25-Apr-2017 |
| ISIN | US1729674242 | Agenda | 934541904 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: MICHAEL L. CORBAT | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: ELLEN M. COSTELLO | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DUNCAN P. HENNES | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: PETER B. HENRY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: FRANZ B. HUMER | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: RENEE J. JAMES | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: EUGENE M. MCQUADE | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: MICHAEL E. O'NEILL | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: GARY M. REINER | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: ANTHONY M. | Management | For | For |
| SANTOMERO | | | |
| 1K. | ELECTION OF DIRECTOR: DIANA L. TAYLOR | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: WILLIAM S. THOMPSON, | Management | For | For |
| JR. | | | |
| 1M. | ELECTION OF DIRECTOR: JAMES S. TURLEY | Management | For | For |
| 1N. | ELECTION OF DIRECTOR: DEBORAH C. WRIGHT | Management | For | For |
| 1O. | ELECTION OF DIRECTOR: ERNESTO ZEDILLO | Management | For | For |
| PONCE DE LEON | | | |
| 2. | PROPOSAL TO RATIFY THE SELECTION OF KPMG | Management | For | For |
| LLP AS CITI'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2017. | | | |
| 3. | ADVISORY VOTE TO APPROVE CITI'S 2016 | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4. | ADVISORY VOTE TO APPROVE THE FREQUENCY OF | Management | 1 Year | For |
| FUTURE ADVISORY VOTES ON EXECUTIVE | | | |
| COMPENSATION. | | | |
| 5. | STOCKHOLDER PROPOSAL REQUESTING A | Shareholder | Against | For |
| REPORT ON THE COMPANY'S POLICIES AND GOALS | | | |
| TO REDUCE THE GENDER PAY GAP. | | | |
| 6. | STOCKHOLDER PROPOSAL REQUESTING THAT THE | Shareholder | Against | For |
| BOARD APPOINT A STOCKHOLDER VALUE | | | |
| COMMITTEE TO ADDRESS WHETHER THE | | | |
| DIVESTITURE OF ALL NON-CORE BANKING | | | |
| BUSINESS SEGMENTS WOULD ENHANCE | | | |
| SHAREHOLDER VALUE. | | | |
| 7. | STOCKHOLDER PROPOSAL REQUESTING A | Shareholder | For | Against |
| REPORT ON LOBBYING AND GRASSROOTS | | | |
| LOBBYING CONTRIBUTIONS. | | | |
| 8. | STOCKHOLDER PROPOSAL REQUESTING AN | Shareholder | For | Against |
| AMENDMENT TO THE GENERAL CLAWBACK POLICY | | | |
| TO PROVIDE THAT A SUBSTANTIAL PORTION OF | | | |
| ANNUAL TOTAL COMPENSATION OF EXECUTIVE | | | |
| OFFICERS SHALL BE DEFERRED AND FORFEITED, | | | |
| IN PART OR WHOLE, AT THE DISCRETION OF THE | | | |
| BOARD, TO HELP SATISFY ANY MONETARY | | | |
| PENALTY ASSOCIATED WITH A VIOLATION OF LAW. | | | |
| 9. | STOCKHOLDER PROPOSAL REQUESTING THAT THE | Shareholder | Against | For |
| BOARD ADOPT A POLICY PROHIBITING THE | | | |
| VESTING OF EQUITY-BASED AWARDS FOR SENIOR | | | |
| EXECUTIVES DUE TO A VOLUNTARY RESIGNATION | | | |
| TO ENTER GOVERNMENT SERVICE. | | | |
Page 20 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| NORTHERN TRUST CORPORATION |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 25-Apr-2017 |
| ISIN | US6658591044 | Agenda | 934542918 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: LINDA WALKER BYNOE | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: SUSAN CROWN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DEAN M. HARRISON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JAY L. HENDERSON | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MICHAEL G. O'GRADY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JOSE LUIS PRADO | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: THOMAS E. RICHARDS | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JOHN W. ROWE | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: MARTIN P. SLARK | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: DAVID H. B. SMITH, JR. | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: DONALD THOMPSON | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: CHARLES A. TRIBBETT III | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: FREDERICK H. WADDELL | Management | For | For |
| 2. | APPROVAL, BY AN ADVISORY VOTE, OF THE 2016 | Management | For | For |
| COMPENSATION OF THE CORPORATION'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3. | RECOMMENDATION, BY AN ADVISORY VOTE, ON | Management | 1 Year | For |
| THE FREQUENCY WITH WHICH THE CORPORATION | | | |
| SHOULD HOLD ADVISORY VOTES ON EXECUTIVE | | | |
| COMPENSATION. | | | |
| 4. | APPROVAL OF THE NORTHERN TRUST | Management | For | For |
| CORPORATION 2017 LONG-TERM INCENTIVE PLAN. | | | |
| 5. | RATIFICATION OF THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE CORPORATION'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE | | | |
| FISCAL YEAR ENDING DECEMBER 31, 2017. | | | |
| SHIRE PLC | | |
| Security | 82481R106 | Meeting Type | Annual |
| Ticker Symbol | SHPG | Meeting Date | 25-Apr-2017 |
| ISIN | US82481R1068 | Agenda | 934576262 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | TO RECEIVE THE COMPANY'S ANNUAL REPORT | Management | For | For |
| AND ACCOUNTS FOR THE YEAR ENDED DECEMBER | | | |
| 31, 2016. | | | |
| 2. | TO APPROVE THE DIRECTORS' REMUNERATION | Management | For | For |
| REPORT, EXCLUDING THE DIRECTORS' | | | |
| REMUNERATION POLICY, SET OUT ON PAGES 82 TO | | | |
| 114 OF THE ANNUAL REPORT AND ACCOUNTS FOR | | | |
| THE YEAR ENDED DECEMBER 31, 2016. | | | |
| 3. | TO RE-ELECT DOMINIC BLAKEMORE AS A | Management | For | For |
| DIRECTOR. | | | |
| 4. | TO RE-ELECT OLIVIER BOHUON AS A DIRECTOR. | Management | For | For |
| 5. | TO RE-ELECT WILLIAM BURNS AS A DIRECTOR. | Management | For | For |
| 6. | TO ELECT IAN CLARK AS A DIRECTOR. | Management | For | For |
| 7. | TO ELECT GAIL FOSLER AS A DIRECTOR. | Management | For | For |
| 8. | TO RE-ELECT DR. STEVEN GILLIS AS A DIRECTOR. | Management | For | For |
| 9. | TO RE-ELECT DR. DAVID GINSBURG AS A | Management | For | For |
| DIRECTOR. | | | |
| 10. | TO RE-ELECT SUSAN KILSBY AS A DIRECTOR. | Management | For | For |
| 11. | TO RE-ELECT SARA MATHEW AS A DIRECTOR. | Management | For | For |
| 12. | TO RE-ELECT ANNE MINTO AS A DIRECTOR. | Management | For | For |
| 13. | TO RE-ELECT DR. FLEMMING ORNSKOV AS A | Management | For | For |
| DIRECTOR. | | | |
| 14. | TO RE-ELECT JEFFREY POULTON AS A DIRECTOR. | Management | For | For |
| 15. | TO ELECT ALBERT STROUCKEN AS A DIRECTOR. | Management | For | For |
| 16. | TO RE-APPOINT DELOITTE LLP AS THE COMPANY'S | Management | For | For |
| AUDITOR UNTIL THE CONCLUSION OF THE NEXT | | | |
| ANNUAL GENERAL MEETING OF THE COMPANY. | | | |
| 17. | TO AUTHORIZE THE AUDIT, COMPLIANCE & RISK | Management | For | For |
| COMMITTEE TO DETERMINE THE REMUNERATION | | | |
| OF THE AUDITOR. | | | |
| 18. | THAT THE AUTHORITY TO ALLOT RELEVANT | Management | For | For |
| SECURITIES (AS DEFINED IN THE COMPANY'S | | | |
| ARTICLES OF ASSOCIATION (THE "ARTICLES")) | | | |
| CONFERRED ON THE DIRECTORS BY ARTICLE 10 | | | |
| PARAGRAPH (B) OF THE ARTICLES BE RENEWED | | | |
| AND FOR THIS PURPOSE THE AUTHORISED | | | |
| ALLOTMENT AMOUNT SHALL BE: (A) 15,104,181.75 | | | |
| OF RELEVANT SECURITIES AND (B) SOLELY IN | | | |
| CONNECTION WITH AN ALLOTMENT PURSUANT TO | | | |
| AN OFFER BY WAY OF A RIGHTS ISSUE (AS | | | |
| DEFINED IN THE ARTICLES, BUT ONLY IF AND TO | | | |
| THE EXTENT THAT SUCH OFFER IS … (DUE TO | | | |
| SPACE LIMITS, SEE PROXY MATERIAL FOR FULL | | | |
| PROPOSAL) | | | |
| 19. | THAT, SUBJECT TO THE PASSING OF RESOLUTION | Management | For | For |
| 18, THE AUTHORITY TO ALLOT EQUITY SECURITIES | | | |
| (AS DEFINED IN THE COMPANY'S ARTICLES OF | | | |
| ASSOCIATION (THE "ARTICLES")) WHOLLY FOR | | | |
| CASH CONFERRED ON THE DIRECTORS BY | | | |
| ARTICLE 10 PARAGRAPH (D) OF THE ARTICLES BE | | | |
| RENEWED AND FOR THIS PURPOSE THE NON PRE- | | | |
| EMPTIVE AMOUNT (AS DEFINED IN THE ARTICLES) | | | |
| SHALL BE 2,265,627.25 AND THE ALLOTMENT | | | |
| PERIOD SHALL BE THE PERIOD COMMENCING ON | | | |
| APRIL 25, 2017, AND ENDING ON THE EARLIER OF | | | |
| THE CLOSE OF … (DUE TO SPACE LIMITS, SEE | | | |
| PROXY MATERIAL FOR FULL PROPOSAL) | | | |
| 20. | THAT, SUBJECT TO THE PASSING OF RESOLUTIONS | Management | For | For |
| 18 AND 19 AND FOR THE PURPOSE OF THE | | | |
| AUTHORITY TO ALLOT EQUITY SECURITIES (AS | | | |
| DEFINED IN THE COMPANY'S ARTICLES OF | | | |
| ASSOCIATION (THE "ARTICLES")) WHOLLY FOR | | | |
| CASH CONFERRED ON THE DIRECTORS BY | | | |
| ARTICLE 10 PARAGRAPH (D) OF THE ARTICLES AND | | | |
| RENEWED BY RESOLUTION 19, THE NON PRE- | | | |
| EMPTIVE AMOUNT (AS DEFINED IN THE ARTICLES) | | | |
| SHALL BE INCREASED FROM 2,265,627.25 TO | | | |
| 4,531,254.50 AND THE ALLOTMENT PERIOD SHALL | | | |
| BE THE PERIOD COMMENCING ON … (DUE TO | | | |
| SPACE LIMITS, SEE PROXY MATERIAL FOR FULL | | | |
| PROPOSAL) | | | |
| 21. | THAT THE COMPANY BE AND IS HEREBY | Management | For | For |
| GENERALLY AND UNCONDITIONALLY AUTHORIZED: | | | |
| (A) PURSUANT TO ARTICLE 57 OF THE COMPANIES | | | |
| (JERSEY) LAW 1991 TO MAKE MARKET PURCHASES | | | |
| OF ORDINARY SHARES IN THE CAPITAL OF THE | | | |
| COMPANY, PROVIDED THAT: (1) THE MAXIMUM | | | |
| NUMBER OF ORDINARY SHARES HEREBY | | | |
| AUTHORIZED TO BE PURCHASED IS 90,625,090, (2) | | | |
| THE MINIMUM PRICE, EXCLUSIVE OF ANY | | | |
| EXPENSES, WHICH MAY BE PAID FOR AN | | | |
| ORDINARY SHARE IS FIVE PENCE, (3) THE | | | |
| MAXIMUM PRICE, EXCLUSIVE OF ANY EXPENSES, | | | |
| WHICH MAY BE PAID … (DUE TO SPACE LIMITS, SEE | | | |
| PROXY MATERIAL FOR FULL PROPOSAL) | | | |
| 22. | THAT, WITH EFFECT FROM THE CONCLUSION OF | Management | For | For |
| THE ANNUAL GENERAL MEETING, THE COMPANY'S | | | |
| ARTICLES OF ASSOCIATION BE AMENDED AND | | | |
| THOSE ARTICLES PRODUCED TO THE MEETING | | | |
| AND INITIALED BY THE CHAIRMAN BE ADOPTED AS | | | |
| THE COMPANY'S ARTICLES OF ASSOCIATION, IN | | | |
| SUBSTITUTION FOR, AND TO THE EXCLUSION OF, | | | |
| THE EXISTING ARTICLES OF ASSOCIATION OF THE | | | |
| COMPANY. | | | |
| 23. | TO APPROVE THAT A GENERAL MEETING OF THE | Management | For | For |
| COMPANY, OTHER THAN AN ANNUAL GENERAL | | | |
| MEETING, MAY BE CALLED ON NOT LESS THAN 14 | | | |
| CLEAR DAYS' NOTICE. | | | |
Page 21 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| GENERAL ELECTRIC COMPANY | | |
| Security | 369604103 | Meeting Type | Annual |
| Ticker Symbol | GE | Meeting Date | 26-Apr-2017 |
| ISIN | US3696041033 | Agenda | 934541916 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| A1 | ELECTION OF DIRECTOR: SEBASTIEN M. BAZIN | Management | For | For |
| A2 | ELECTION OF DIRECTOR: W. GEOFFREY BEATTIE | Management | For | For |
| A3 | ELECTION OF DIRECTOR: JOHN J. BRENNAN | Management | For | For |
| A4 | ELECTION OF DIRECTOR: FRANCISCO D'SOUZA | Management | For | For |
| A5 | ELECTION OF DIRECTOR: MARIJN E. DEKKERS | Management | For | For |
| A6 | ELECTION OF DIRECTOR: PETER B. HENRY | Management | For | For |
| A7 | ELECTION OF DIRECTOR: SUSAN J. HOCKFIELD | Management | For | For |
| A8 | ELECTION OF DIRECTOR: JEFFREY R. IMMELT | Management | For | For |
| A9 | ELECTION OF DIRECTOR: ANDREA JUNG | Management | For | For |
| A10 | ELECTION OF DIRECTOR: ROBERT W. LANE | Management | For | For |
| A11 | ELECTION OF DIRECTOR: RISA LAVIZZO-MOUREY | Management | For | For |
| A12 | ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS | Management | For | For |
| A13 | ELECTION OF DIRECTOR: LOWELL C. MCADAM | Management | For | For |
| A14 | ELECTION OF DIRECTOR: STEVEN M. MOLLENKOPF | Management | For | For |
| A15 | ELECTION OF DIRECTOR: JAMES J. MULVA | Management | For | For |
| A16 | ELECTION OF DIRECTOR: JAMES E. ROHR | Management | For | For |
| A17 | ELECTION OF DIRECTOR: MARY L. SCHAPIRO | Management | For | For |
| A18 | ELECTION OF DIRECTOR: JAMES S. TISCH | Management | For | For |
| B1 | ADVISORY APPROVAL OF OUR NAMED | Management | Against | Against |
| EXECUTIVES' COMPENSATION | | | |
| B2 | ADVISORY VOTE ON THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| ADVISORY VOTES ON EXECUTIVE COMPENSATION | | | |
| B3 | APPROVAL OF GE'S 2007 LONG-TERM INCENTIVE | Management | Against | Against |
| PLAN AS AMENDED | | | |
| B4 | APPROVAL OF THE MATERIAL TERMS OF SENIOR | Management | Against | Against |
| OFFICER PERFORMANCE GOALS | | | |
| B5 | RATIFICATION OF KPMG AS INDEPENDENT | Management | For | For |
| AUDITOR FOR 2017 | | | |
| C1 | REPORT ON LOBBYING ACTIVITIES | Shareholder | For | Against |
| C2 | REQUIRE THE CHAIRMAN OF THE BOARD TO BE | Shareholder | Against | For |
| INDEPENDENT | | | |
| C3 | ADOPT CUMULATIVE VOTING FOR DIRECTOR | Shareholder | Against | For |
| ELECTIONS | | | |
| C4 | REPORT ON CHARITABLE CONTRIBUTIONS | Shareholder | For | Against |
| BANK OF AMERICA CORPORATION |
| Security | 060505104 | Meeting Type | Annual |
| Ticker Symbol | BAC | Meeting Date | 26-Apr-2017 |
| ISIN | US0605051046 | Agenda | 934543453 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | | by | | Management |
| 1A. | ELECTION OF DIRECTOR: SHARON L. ALLEN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: SUSAN S. BIES | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JACK O. BOVENDER, JR. | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: PIERRE J.P. DE WECK | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: ARNOLD W. DONALD | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: LINDA P. HUDSON | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: MONICA C. LOZANO | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: THOMAS J. MAY | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: LIONEL L. NOWELL, III | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: MICHAEL D. WHITE | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: THOMAS D. WOODS | Management | For | For |
| 1N. | ELECTION OF DIRECTOR: R. DAVID YOST | Management | For | For |
| 2. | APPROVING OUR EXECUTIVE COMPENSATION (AN | Management | Against | Against |
| ADVISORY, NON-BINDING "SAY ON PAY" | | | |
| RESOLUTION) | | | |
| 3. | A VOTE ON THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| ADVISORY "SAY ON PAY" RESOLUTIONS (AN | | | |
| ADVISORY, NON-BINDING "SAY ON FREQUENCY" | | | |
| RESOLUTION) | | | |
| 4. | RATIFYING THE APPOINTMENT OF OUR | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR 2017 | | | |
| 5. | STOCKHOLDER PROPOSAL - CLAWBACK | Shareholder | Against | For |
| AMENDMENT | | | |
| 6. | STOCKHOLDER PROPOSAL - DIVESTITURE & | Shareholder | Against | For |
| DIVISION STUDY SESSIONS | | | |
| 7. | STOCKHOLDER PROPOSAL - INDEPENDENT BOARD | Shareholder | Against | For |
| CHAIRMAN | | | |
| 8. | STOCKHOLDER PROPOSAL - REPORT | Shareholder | Against | For |
| CONCERNING GENDER PAY EQUITY | | | |
Page 22 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| JOHNSON & JOHNSON | | |
| Security | 478160104 | Meeting Type | Annual |
| Ticker Symbol | JNJ | Meeting Date | 27-Apr-2017 |
| ISIN | US4781601046 | Agenda | 934537284 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: MARY C. BECKERLE | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: D. SCOTT DAVIS | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: IAN E. L. DAVIS | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: ALEX GORSKY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MARK B. MCCLELLAN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: ANNE M. MULCAHY | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: WILLIAM D. PEREZ | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: CHARLES PRINCE | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: A. EUGENE WASHINGTON | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: RONALD A. WILLIAMS | Management | For | For |
| 2. | ADVISORY VOTE ON FREQUENCY OF VOTING TO | Management | 1 Year | For |
| APPROVE NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | Against | Against |
| OFFICER COMPENSATION | | | |
| 4. | RE-APPROVAL OF THE MATERIAL TERMS OF | Management | Against | Against |
| PERFORMANCE GOALS UNDER THE 2012 LONG- | | | |
| TERM INCENTIVE PLAN | | | |
| 5. | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR 2017 | | | |
| 6. | SHAREHOLDER PROPOSAL - INDEPENDENT BOARD | Shareholder | Against | For |
| CHAIRMAN | | | |
| EOG RESOURCES, INC. | | |
| Security | 26875P101 | Meeting Type | Annual |
| Ticker Symbol | EOG | Meeting Date | 27-Apr-2017 |
| ISIN | US26875P1012 | Agenda | 934538476 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: JANET F. CLARK | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: CHARLES R. CRISP | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ROBERT P. DANIELS | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JAMES C. DAY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: DONALD F. TEXTOR | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: WILLIAM R. THOMAS | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: FRANK G. WISNER | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT BY THE AUDIT | Management | For | For |
| COMMITTEE OF THE BOARD OF DIRECTORS OF | | | |
| DELOITTE & TOUCHE LLP, INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM, AS | | | |
| AUDITORS FOR THE COMPANY FOR THE YEAR | | | |
| ENDING DECEMBER 31, 2017. | | | |
| 3. | TO APPROVE AN AMENDMENT OF THE COMPANY'S | Management | Against | Against |
| RESTATED CERTIFICATE OF INCORPORATION TO | | | |
| INCREASE THE NUMBER OF AUTHORIZED SHARES | | | |
| OF COMMON STOCK FROM 640 MILLION TO 1.28 | | | |
| BILLION. | | | |
| 4. | TO APPROVE, BY NON-BINDING VOTE, THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 5. | TO RECOMMEND, BY NON-BINDING VOTE, THE | Management | 1 Year | For |
| FREQUENCY OF HOLDING ADVISORY VOTES ON | | | |
| THE COMPENSATION OF THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
Page 23 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| CORNING INCORPORATED | | |
| Security | 219350105 | Meeting Type | Annual |
| Ticker Symbol | GLW | Meeting Date | 27-Apr-2017 |
| ISIN | US2193501051 | Agenda | 934539733 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: DONALD W. BLAIR | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: STEPHANIE A. BURNS | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JOHN A. CANNING, JR. | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: RICHARD T. CLARK | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: ROBERT F. CUMMINGS, | Management | For | For |
| JR. | | | |
| 1F. | ELECTION OF DIRECTOR: DEBORAH A. HENRETTA | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: DANIEL P. | Management | For | For |
| HUTTENLOCHER | | | |
| 1H. | ELECTION OF DIRECTOR: KURT M. LANDGRAF | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: KEVIN J. MARTIN | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: DEBORAH D. RIEMAN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: HANSEL E. TOOKES II | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: WENDELL P. WEEKS | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: MARK S. WRIGHTON | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE THE COMPANY'S | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY WITH WHICH | Management | 1 Year | For |
| WE HOLD ADVISORY VOTES ON OUR EXECUTIVE | | | |
| COMPENSATION. | | | |
| 4. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2017. | | | |
| 5. | RE-APPROVAL OF THE MATERIAL TERMS OF THE | Management | For | For |
| PERFORMANCE GOALS UNDER OUR 2012 LONG- | | | |
| TERM INCENTIVE PLAN, AS REQUIRED BY SECTION | | | |
| 162(M) OF THE U.S. INTERNAL REVENUE CODE. | | | |
| PFIZER INC. | | | |
| Security | 717081103 | Meeting Type | Annual |
| Ticker Symbol | PFE | Meeting Date | 27-Apr-2017 |
| ISIN | US7170811035 | Agenda | 934540798 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: DENNIS A. AUSIELLO | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: RONALD E. BLAYLOCK | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: W. DON CORNWELL | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JOSEPH J. ECHEVARRIA | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: FRANCES D. FERGUSSON | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: HELEN H. HOBBS | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: JAMES M. KILTS | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: SHANTANU NARAYEN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: SUZANNE NORA | Management | For | For |
| JOHNSON | | | |
| 1J. | ELECTION OF DIRECTOR: IAN C. READ | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: STEPHEN W. SANGER | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: JAMES C. SMITH | Management | For | For |
| 2. | RATIFY THE SELECTION OF KPMG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR 2017 | | | |
| 3. | ADVISORY APPROVAL OF EXECUTIVE | Management | Against | Against |
| COMPENSATION | | | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| ADVISORY VOTES ON EXECUTIVE COMPENSATION | | | |
| 5. | SHAREHOLDER PROPOSAL REGARDING THE HOLY | Shareholder | Against | For |
| LAND PRINCIPLES | | | |
| 6. | SHAREHOLDER PROPOSAL REGARDING SPECIAL | Shareholder | Against | For |
| SHAREOWNER MEETINGS | | | |
| 7. | SHAREHOLDER PROPOSAL REGARDING
INDEPENDENT CHAIR POLICY | Shareholder | Against | For |
Page 24 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| HARLEY-DAVIDSON, INC. |
| Security | 412822108 | Meeting Type | Annual |
| Ticker Symbol | HOG | Meeting Date | 29-Apr-2017 |
| ISIN | US4128221086 | Agenda | 934541841 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | TROY ALSTEAD | | For | For |
| 2 | R. JOHN ANDERSON | | For | For |
| 3 | MICHAEL J. CAVE | | For | For |
| 4 | ALLAN GOLSTON | | For | For |
| | 5 | MATTHEW S. LEVATICH | | For | For |
| 6 | SARA L. LEVINSON | | For | For |
| 7 | N. THOMAS LINEBARGER | | For | For |
| 8 | BRIAN R. NICCOL | | For | For |
| 9 | MARYROSE T. SYLVESTER | | For | For |
| 10 | JOCHEN ZEITZ | | For | For |
| 2. | TO APPROVE, BY ADVISORY VOTE, THE | Management | For | For |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 3. | TO CONSIDER THE FREQUENCY OF THE ADVISORY | Management | 1 Year | For |
| VOTE ON THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4. | TO RATIFY THE SELECTION OF ERNST & YOUNG | Management | For | For |
| LLP, INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM, TO BE THE AUDITORS FOR THE | | | |
| FISCAL YEAR ENDING DECEMBER 31, 2017. | | | |
| TOPBUILD CORP |
| Security | 89055F103 | Meeting Type | Annual |
| Ticker Symbol | BLD | Meeting Date | 01-May-2017 |
| ISIN | US89055F1030 | Agenda | 934545281 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | MARK A. PETRARCA | | For | For |
| 2 | MARGARET M. WHELAN | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE COMPANY'S FISCAL | | | |
| YEAR ENDING DECEMBER 31, 2017. | | | |
| 3. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
Page 25 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| DIAMONDROCK HOSPITALITY CO | | |
| Security | 252784301 | Meeting Type | Annual |
| Ticker Symbol | DRH | Meeting Date | 02-May-2017 |
| ISIN | US2527843013 | Agenda | 934549594 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | ELECTION OF DIRECTOR: WILLIAM W. MCCARTEN | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: DANIEL J. ALTOBELLO | Management | For | For |
| 1.3 | ELECTION OF DIRECTOR: TIMOTHY R. CHI | Management | For | For |
| 1.4 | ELECTION OF DIRECTOR: MAUREEN L. MCAVEY | Management | For | For |
| 1.5 | ELECTION OF DIRECTOR: GILBERT T. RAY | Management | For | For |
| 1.6 | ELECTION OF DIRECTOR: WILLIAM J. SHAW | Management | For | For |
| 1.7 | ELECTION OF DIRECTOR: BRUCE D. WARDINSKI | Management | For | For |
| 1.8 | ELECTION OF DIRECTOR: MARK W. BRUGGER | Management | For | For |
| 2. | TO APPROVE, ON A NON-BINDING, ADVISORY | Management | For | For |
| BASIS, THE COMPENSATION OF THE NAMED | | | |
| EXECUTIVE OFFICERS, AS DISCLOSED IN THE | | | |
| PROXY STATEMENT. | | | |
| 3. | TO APPROVE, ON A NON-BINDING, ADVISORY | Management | 1 Year | For |
| BASIS, THE FREQUENCY OF FUTURE NON-BINDING, | | | |
| ADVISORY VOTES ON EXECUTIVE COMPENSATION. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF KPMG LLP AS | Management | For | For |
| THE INDEPENDENT AUDITORS FOR DIAMONDROCK | | | |
| HOSPITALITY COMPANY FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2017. | | | |
| BRUNSWICK CORPORATION |
| Security | 117043109 | Meeting Type | Annual |
| Ticker Symbol | BC | Meeting Date | 03-May-2017 |
| ISIN | US1170431092 | Agenda | 934547867 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: NANCY E. COOPER | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: RALPH C. STAYER | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JANE L. WARNER | Management | For | For |
| 2. | THE APPROVAL OF THE COMPENSATION OF OUR | Management | For | For |
| NAMED EXECUTIVE OFFICERS ON AN ADVISORY | | | |
| BASIS. | | | |
| 3. | THE FREQUENCY OF ADVISORY VOTES ON THE | Management | 1 Year | For |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS ON AN ADVISORY BASIS. | | | |
| 4. | THE RATIFICATION OF THE AUDIT COMMITTEE'S | Management | For | For |
| APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING | | | |
| DECEMBER 31, 2017. | | | |
Page 26 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| ABBVIE INC. |
| Security | 00287Y109 | Meeting Type | Annual |
| Ticker Symbol | ABBV | Meeting Date | 05-May-2017 |
| ISIN | US00287Y1091 | Agenda | 934548821 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | ROBERT J. ALPERN | | For | For |
| 2 | EDWARD M. LIDDY | | For | For |
| 3 | MELODY B. MEYER | | For | For |
| 4 | FREDERICK H. WADDELL | | For | For |
| 2. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| ABBVIE'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2017 | | | |
| 3. | SAY ON PAY - AN ADVISORY VOTE ON THE | Management | For | For |
| APPROVAL OF EXECUTIVE COMPENSATION | | | |
| 4. | APPROVAL OF A MANAGEMENT PROPOSAL | Management | For | For |
| REGARDING AMENDMENT OF THE CERTIFICATE OF | | | |
| INCORPORATION FOR THE ANNUAL ELECTION OF | | | |
| DIRECTORS | | | |
| 5. | STOCKHOLDER PROPOSAL - TO ISSUE A REPORT | Shareholder | For | Against |
| ON LOBBYING | | | |
| 6. | STOCKHOLDER PROPOSAL - TO SEPARATE CHAIR | Shareholder | Against | For |
| AND CEO | | | |
| LKQ CORPORATION |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 08-May-2017 |
| ISIN | US5018892084 | Agenda | 934551436 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: SUKHPAL SINGH | Management | For | For |
| AHLUWALIA | | | |
| 1B. | ELECTION OF DIRECTOR: A. CLINTON ALLEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ROBERT M. HANSER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JOSEPH M. HOLSTEN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: PAUL M. MEISTER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: JOHN F. O'BRIEN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: GUHAN SUBRAMANIAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: WILLIAM M. WEBSTER, IV | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: DOMINICK ZARCONE | Management | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR | | | |
| FISCAL YEAR ENDING DECEMBER 31, 2017. | | | |
| 3. | APPROVAL, ON AN ADVISORY BASIS, OF THE | Management | For | For |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF HOLDING | Management | 1 Year | For |
| AN ADVISORY VOTE ON EXECUTIVE | | | |
| COMPENSATION. | | | |
Page 27 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| 3M COMPANY |
| Security | 88579Y101 | Meeting Type | Annual |
| Ticker Symbol | MMM | Meeting Date | 09-May-2017 |
| ISIN | US88579Y1010 | Agenda | 934547968 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: SONDRA L. BARBOUR | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: THOMAS "TONY" K. | Management | For | For |
| BROWN | | | |
| 1C. | ELECTION OF DIRECTOR: VANCE D. COFFMAN | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DAVID B. DILLON | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MICHAEL L. ESKEW | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: HERBERT L. HENKEL | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MUHTAR KENT | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: EDWARD M. LIDDY | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: GREGORY R. PAGE | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: INGE G. THULIN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: PATRICIA A. WOERTZ | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS 3M'S | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM. | | | |
| 3. | ADVISORY APPROVAL OF EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | ADVISORY APPROVAL OF THE FREQUENCY OF | Management | 1 Year | For |
| ADVISORY VOTES ON EXECUTIVE COMPENSATION. | | | |
| 5. | STOCKHOLDER PROPOSAL ON IMPLEMENTATION | Shareholder | Against | For |
| OF HOLY LAND PRINCIPLES. | | | |
| CIT GROUP INC. |
| Security | 125581801 | Meeting Type | Annual |
| Ticker Symbol | CIT | Meeting Date | 09-May-2017 |
| ISIN | US1255818015 | Agenda | 934555662 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: ELLEN R. ALEMANY | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MICHAEL L. BROSNAN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: MICHAEL A. CARPENTER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DORENE C. DOMINGUEZ | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: ALAN FRANK | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: WILLIAM M. FREEMAN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: R. BRAD OATES | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: MARIANNE MILLER | Management | For | For |
| PARRS | | | |
| 1I. | ELECTION OF DIRECTOR: GERALD ROSENFELD | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: VICE ADMIRAL JOHN R. | Management | For | For |
| RYAN, USN (RET.) | | | |
| 1K. | ELECTION OF DIRECTOR: SHEILA A. STAMPS | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: LAURA S. UNGER | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS CIT'S | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM AND EXTERNAL AUDITORS FOR 2017. | | | |
| 3. | TO RECOMMEND, BY NON-BINDING VOTE, THE | Management | For | For |
| COMPENSATION OF CIT'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 4. | TO RECOMMEND, BY NON-BINDING VOTE, THE | Management | 1 Year | For |
| FREQUENCY OF THE ADVISORY VOTE ON THE | | | |
| COMPENSATION OF CIT'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
Page 28 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| KOHL'S CORPORATION | | |
| Security | 500255104 | Meeting Type | Annual |
| Ticker Symbol | KSS | Meeting Date | 10-May-2017 |
| ISIN | US5002551043 | Agenda | 934555179 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: PETER BONEPARTH | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: STEVEN A. BURD | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: KEVIN MANSELL | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JONAS PRISING | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: ADRIANNE SHAPIRA | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: FRANK V. SICA | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: STEPHANIE A. STREETER | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: NINA G. VACA | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: STEPHEN E. WATSON | Management | For | For |
| 2. | RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM. | | | |
| 3. | ADVISORY VOTE ON APPROVAL OF NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| SHAREHOLDER ADVISORY VOTES ON NAMED | | | |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 5. | APPROVE THE KOHL'S CORPORATION 2017 LONG- | Management | For | For |
| TERM COMPENSATION PLAN. | | | |
| 6. | SHAREHOLDER PROPOSAL: INDEPENDENT CHAIR. | Shareholder | Against | For |
| CVS HEALTH CORPORATION | | |
| Security | 126650100 | Meeting Type | Annual |
| Ticker Symbol | CVS | Meeting Date | 10-May-2017 |
| ISIN | US1266501006 | Agenda | 934558707 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: RICHARD M. BRACKEN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: C. DAVID BROWN II | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ALECIA A. | Management | For | For |
| DECOUDREAUX | | | |
| 1D. | ELECTION OF DIRECTOR: NANCY-ANN M. DEPARLE | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: DAVID W. DORMAN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: ANNE M. FINUCANE | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: LARRY J. MERLO | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JEAN-PIERRE MILLON | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: MARY L. SCHAPIRO | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: RICHARD J. SWIFT | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: WILLIAM C. WELDON | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: TONY L. WHITE | Management | For | For |
| 2. | PROPOSAL TO RATIFY INDEPENDENT PUBLIC | Management | For | For |
| ACCOUNTING FIRM FOR 2017. | | | |
| 3. | SAY ON PAY - AN ADVISORY VOTE ON THE | Management | Against | Against |
| APPROVAL OF EXECUTIVE COMPENSATION. | | | |
| 4. | TO RECOMMEND, BY NON-BINDING VOTE, THE | Management | 1 Year | For |
| FREQUENCY OF EXECUTIVE COMPENSATION | | | |
| VOTES. | | | |
| 5. | PROPOSAL TO APPROVE THE 2017 INCENTIVE | Management | Against | Against |
| COMPENSATION PLAN. | | | |
| 6. | STOCKHOLDER PROPOSAL REGARDING THE | Shareholder | Against | For |
| OWNERSHIP THRESHOLD FOR CALLING SPECIAL | | | |
| MEETINGS OF STOCKHOLDERS. | | | |
| 7. | STOCKHOLDER PROPOSAL REGARDING A REPORT | Shareholder | Against | For |
| ON EXECUTIVE PAY. | | | |
| 8. | STOCKHOLDER PROPOSAL REGARDING A REPORT | Shareholder | Against | For |
| ON RENEWABLE ENERGY TARGETS. | | | |
Page 29 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| EXPRESS SCRIPTS HOLDING COMPANY | | |
| Security | 30219G108 | Meeting Type | Annual |
| Ticker Symbol | ESRX | Meeting Date | 11-May-2017 |
| ISIN | US30219G1085 | Agenda | 934549316 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: MAURA C. BREEN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: WILLIAM J. DELANEY | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ELDER GRANGER, MD, | Management | For | For |
| MG, USA (RETIRED) | | | |
| 1D. | ELECTION OF DIRECTOR: NICHOLAS J. LAHOWCHIC | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: THOMAS P. MAC MAHON | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: FRANK MERGENTHALER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: WOODROW A. MYERS, | Management | For | For |
| JR., MD | | | |
| 1H. | ELECTION OF DIRECTOR: RODERICK A. PALMORE | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: GEORGE PAZ | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: WILLIAM L. ROPER, MD, | Management | For | For |
| MPH | | | |
| 1K. | ELECTION OF DIRECTOR: SEYMOUR STERNBERG | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: TIMOTHY WENTWORTH | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR 2017. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | TO RECOMMEND, BY NON-BINDING VOTE, THE | Management | 1 Year | For |
| FREQUENCY OF EXECUTIVE COMPENSATION | | | |
| VOTES. | | | |
| 5. | STOCKHOLDER PROPOSAL REQUESTING THE | Shareholder | Against | For |
| BOARD ADOPT A POLICY AND AMEND THE | | | |
| COMPANY'S GOVERNANCE DOCUMENTS, AS | | | |
| NECESSARY, TO REQUIRE THE CHAIRMAN OF THE | | | |
| BOARD, WHENEVER POSSIBLE, TO BE AN | | | |
| INDEPENDENT MEMBER OF THE BOARD. | | | |
| 6. | STOCKHOLDER PROPOSAL REQUESTING THE | Shareholder | For | Against |
| COMPANY TO REPORT ANNUALLY TO THE BOARD | | | |
| AND STOCKHOLDERS, IDENTIFYING WHETHER | | | |
| THERE EXISTS A GENDER PAY-GAP AMONG THE | | | |
| COMPANY'S EMPLOYEES, AND IF SO, THE | | | |
| MEASURES BEING TAKEN TO ELIMINATE ANY SUCH | | | |
| PAY DISPARITIES AND TO FACILITATE AN | | | |
| ENVIRONMENT THAT PROMOTES OPPORTUNITIES | | | |
| FOR EQUAL ADVANCEMENT OF WOMEN. | | | |
| APACHE CORPORATION | | |
| Security | 037411105 | Meeting Type | Annual |
| Ticker Symbol | APA | Meeting Date | 11-May-2017 |
| ISIN | US0374111054 | Agenda | 934551006 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | ELECTION OF DIRECTOR: ANNELL R. BAY | Management | For | For |
| 2. | ELECTION OF DIRECTOR: JOHN J. CHRISTMANN IV | Management | For | For |
| 3. | ELECTION OF DIRECTOR: CHANSOO JOUNG | Management | For | For |
| 4. | ELECTION OF DIRECTOR: WILLIAM C. | Management | For | For |
| MONTGOMERY | | | |
| 5. | ELECTION OF DIRECTOR: AMY H. NELSON | Management | For | For |
| 6. | ELECTION OF DIRECTOR: DANIEL W. RABUN | Management | For | For |
| 7. | ELECTION OF DIRECTOR: PETER A. RAGAUSS | Management | For | For |
| 8. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| APACHE'S INDEPENDENT AUDITORS. | | | |
| 9. | ADVISORY VOTE TO APPROVE COMPENSATION OF | Management | Against | Against |
| APACHE'S NAMED EXECUTIVE OFFICERS. | | | |
| 10. | ADVISORY VOTE ON FREQUENCY OF ADVISORY | Management | 1 Year | For |
| VOTE TO APPROVE COMPENSATION OF APACHE'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
Page 30 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| DISCOVER FINANCIAL SERVICES | | |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 11-May-2017 |
| ISIN | US2547091080 | Agenda | 934556551 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: JEFFREY S. ARONIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MARY K. BUSH | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: GREGORY C. CASE | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: CANDACE H. DUNCAN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JOSEPH F. EAZOR | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: RICHARD H. LENNY | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: THOMAS G. MAHERAS | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: MICHAEL H. MOSKOW | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: DAVID W. NELMS | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: MARK A. THIERER | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: LAWRENCE A. WEINBACH | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION. | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY OF AN | Management | 1 Year | For |
| ADVISORY VOTE ON NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
| ZIMMER BIOMET HOLDINGS, INC. | | |
| Security | 98956P102 | Meeting Type | Annual |
| Ticker Symbol | ZBH | Meeting Date | 12-May-2017 |
| ISIN | US98956P1021 | Agenda | 934556676 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: CHRISTOPHER B. BEGLEY | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: BETSY J. BERNARD | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: GAIL K. BOUDREAUX | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DAVID C. DVORAK | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MICHAEL J. FARRELL | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: LARRY C. GLASSCOCK | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: ROBERT A. HAGEMANN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: ARTHUR J. HIGGINS | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: MICHAEL W. MICHELSON | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: CECIL B. PICKETT, PH.D. | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: JEFFREY K. RHODES | Management | For | For |
| 2. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR 2017 | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | Against | Against |
| OFFICER COMPENSATION (SAY ON PAY) | | | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF SAY ON | Management | 1 Year | For |
| PAY VOTES | | | |
Page 31 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| MASCO CORPORATION | | |
| Security | 574599106 | Meeting Type | Annual |
| Ticker Symbol | MAS | Meeting Date | 12-May-2017 |
| ISIN | US5745991068 | Agenda | 934576731 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: KEITH J. ALLMAN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: J. MICHAEL LOSH | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: CHRISTOPHER A. | Management | For | For |
| O'HERLIHY | | | |
| 2. | TO APPROVE, BY NON-BINDING ADVISORY VOTE, | Management | For | For |
| THE COMPENSATION PAID TO THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS, AS DISCLOSED | | | |
| PURSUANT TO THE COMPENSATION DISCLOSURE | | | |
| RULES OF THE SEC, INCLUDING THE | | | |
| COMPENSATION DISCUSSION AND ANALYSIS, THE | | | |
| COMPENSATION TABLES AND THE RELATED | | | |
| MATERIALS DISCLOSED IN THE PROXY | | | |
| STATEMENT. | | | |
| 3. | TO RECOMMEND, BY NON-BINDING ADVISORY | Management | 1 Year | For |
| VOTE, THE FREQUENCY OF THE NON-BINDING | | | |
| ADVISORY VOTES ON THE COMPANY'S EXECUTIVE | | | |
| COMPENSATION. | | | |
| 4. | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT AUDITORS FOR THE COMPANY FOR | | | |
| 2017. | | | |
| JPMORGAN CHASE & CO. | | |
| Security | 46625H100 | Meeting Type | Annual |
| Ticker Symbol | JPM | Meeting Date | 16-May-2017 |
| ISIN | US46625H1005 | Agenda | 934561665 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: LINDA B. BAMMANN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JAMES A. BELL | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: CRANDALL C. BOWLES | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: STEPHEN B. BURKE | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: TODD A. COMBS | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JAMES S. CROWN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: JAMES DIMON | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: TIMOTHY P. FLYNN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: MICHAEL A. NEAL | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: LEE R. RAYMOND | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: WILLIAM C. WELDON | Management | For | For |
| 2. | ADVISORY RESOLUTION TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION | | | |
| 3. | RATIFICATION OF INDEPENDENT REGISTERED | Management | For | For |
| PUBLIC ACCOUNTING FIRM | | | |
| 4. | ADVISORY VOTE ON FREQUENCY OF ADVISORY | Management | 1 Year | For |
| RESOLUTION TO APPROVE EXECUTIVE | | | |
| COMPENSATION | | | |
| 5. | INDEPENDENT BOARD CHAIRMAN | Shareholder | Against | For |
| 6. | VESTING FOR GOVERNMENT SERVICE | Shareholder | Against | For |
| 7. | CLAWBACK AMENDMENT | Shareholder | Against | For |
| 8. | GENDER PAY EQUITY | Shareholder | Against | For |
| 9. | HOW VOTES ARE COUNTED | Shareholder | Against | For |
| 10. | SPECIAL SHAREOWNER MEETINGS | Shareholder | Against | For |
Page 32 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| HD SUPPLY HOLDINGS, INC. | | |
| Security | 40416M105 | Meeting Type | Annual |
| Ticker Symbol | HDS | Meeting Date | 17-May-2017 |
| ISIN | US40416M1053 | Agenda | 934556549 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | KATHLEEN J. AFFELDT | | For | For |
| 2 | PETER A. DORSMAN | | For | For |
| 3 | PETER A. LEAV | | For | For |
| 2. | TO RATIFY THE BOARD OF DIRECTORS' | Management | For | For |
| APPOINTMENT OF PRICEWATERHOUSECOOPERS | | | |
| LLP AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING | | | |
| ON JANUARY 28, 2018. | | | |
| 3. | TO CONDUCT AN ADVISORY VOTE TO APPROVE | Management | For | For |
| NAMED EXECUTIVE OFFICER COMPENSATION. | | | |
| 4. | TO APPROVE THE AMENDED AND RESTATED HD | Management | For | For |
| SUPPLY HOLDINGS, INC. OMNIBUS INCENTIVE | | | |
| PLAN. | | | | |
| 5. | TO APPROVE THE HD SUPPLY HOLDINGS, INC. | Management | For | For |
| ANNUAL INCENTIVE PLAN FOR EXECUTIVE | | | |
| OFFICERS. | | | | |
| STATE STREET CORPORATION | | |
| Security | 857477103 | Meeting Type | Annual |
| Ticker Symbol | STT | Meeting Date | 17-May-2017 |
| ISIN | US8574771031 | Agenda | 934574193 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: K. BURNES | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: P. DE SAINT-AIGNAN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: L. DUGLE | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: A. FAWCETT | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: W. FREDA | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: L. HILL | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: J. HOOLEY | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: S. O'SULLIVAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: R. SERGEL | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: G. SUMME | Management | For | For |
| 2. | TO APPROVE AN ADVISORY PROPOSAL ON | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 3. | TO RECOMMEND, BY ADVISORY PROPOSAL, THE | Management | 1 Year | For |
| FREQUENCY OF ADVISORY PROPOSALS ON | | | |
| EXECUTIVE COMPENSATION. | | | |
| 4. | TO APPROVE THE 2017 STOCK INCENTIVE PLAN. | Management | For | For |
| 5. | TO RATIFY THE SELECTION OF ERNST & YOUNG | Management | For | For |
| LLP AS STATE STREET'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE | | | |
| YEAR ENDING DECEMBER 31, 2017. | | | |
Page 33 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| INTEL CORPORATION | |
| Security | 458140100 | Meeting Type | Annual |
| Ticker Symbol | INTC | Meeting Date | 18-May-2017 |
| ISIN | US4581401001 | Agenda | 934568431 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: ANEEL BHUSRI | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ANDY D. BRYANT | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: REED E. HUNDT | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: OMAR ISHRAK | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: BRIAN M. KRZANICH | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: TSU-JAE KING LIU | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: DAVID S. POTTRUCK | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: GREGORY D. SMITH | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: FRANK D. YEARY | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: DAVID B. YOFFIE | Management | For | For |
| 2. | RATIFICATION OF SELECTION OF ERNST & YOUNG | Management | For | For |
| LLP AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2017 | | | |
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION | | | |
| 4. | APPROVAL OF AMENDMENT AND RESTATEMENT | Management | For | For |
| OF THE 2006 EQUITY INCENTIVE PLAN | | | |
| 5. | ADVISORY VOTE ON THE FREQUENCY OF HOLDING | Management | 1 Year | For |
| FUTURE ADVISORY VOTES TO APPROVE | | | |
| EXECUTIVE COMPENSATION | | | |
| 6. | STOCKHOLDER PROPOSAL REQUESTING AN | Shareholder | For | Against |
| ANNUAL ADVISORY STOCKHOLDER VOTE ON | | | |
| POLITICAL CONTRIBUTIONS | | | |
| 7. | STOCKHOLDER PROPOSAL REQUESTING THAT | Shareholder | Against | For |
| VOTES COUNTED ON STOCKHOLDER PROPOSALS | | | |
| EXCLUDE ABSTENTIONS | | | |
Page 34 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| EBAY INC. | | |
| Security | 278642103 | Meeting Type | Annual |
| Ticker Symbol | EBAY | Meeting Date | 18-May-2017 |
| ISIN | US2786421030 | Agenda | 934572074 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: FRED D. ANDERSON JR. | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: EDWARD W. BARNHOLT | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ANTHONY J. BATES | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: LOGAN D. GREEN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: BONNIE S. HAMMER | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: KATHLEEN C. MITIC | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: PIERRE M. OMIDYAR | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: PAUL S. PRESSLER | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: ROBERT H. SWAN | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: THOMAS J. TIERNEY | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: PERRY M. TRAQUINA | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: DEVIN N. WENIG | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION. | | | |
| 3. | ADVISORY VOTE TO APPROVE THE FREQUENCY | Management | 1 Year | For |
| WITH WHICH THE ADVISORY VOTE TO APPROVE | | | |
| NAMED EXECUTIVE OFFICER COMPENSATION | | | |
| SHOULD BE HELD. | | | |
| 4. | RATIFICATION OF APPOINTMENT OF INDEPENDENT | Management | For | For |
| AUDITORS. | | | |
| 5. | CONSIDERATION OF A STOCKHOLDER PROPOSAL | Shareholder | Against | For |
| REGARDING RIGHT TO ACT BY WRITTEN CONSENT. | | | |
Page 35 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| AMGEN INC. | |
| Security | 031162100 | Meeting Type | Annual |
| Ticker Symbol | AMGN | Meeting Date | 19-May-2017 |
| ISIN | US0311621009 | Agenda | 934569039 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: DR. DAVID BALTIMORE | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MR. ROBERT A. | Management | For | For |
| BRADWAY | | | |
| 1C. | ELECTION OF DIRECTOR: MR. FRANCOIS DE | Management | For | For |
| CARBONNEL | | | |
| 1D. | ELECTION OF DIRECTOR: MR. ROBERT A. ECKERT | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MR. GREG C. GARLAND | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: MR. FRED HASSAN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: DR. REBECCA M. | Management | For | For |
| HENDERSON | | | |
| 1H. | ELECTION OF DIRECTOR: MR. FRANK C. | Management | For | For |
| HERRINGER | | | |
| 1I. | ELECTION OF DIRECTOR: MR. CHARLES M. HOLLEY, | Management | For | For |
| JR. | | | |
| 1J. | ELECTION OF DIRECTOR: DR. TYLER JACKS | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: MS. ELLEN J. KULLMAN | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: DR. RONALD D. SUGAR | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: DR. R. SANDERS | Management | For | For |
| WILLIAMS | | | |
| 2. | TO RATIFY THE SELECTION OF ERNST & YOUNG | Management | For | For |
| LLP AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR THE FISCAL YEAR ENDING | | | |
| DECEMBER 31, 2017. | | | |
| 3. | ADVISORY VOTE TO APPROVE OUR EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| STOCKHOLDER VOTES TO APPROVE EXECUTIVE | | | |
| COMPENSATION. | | | |
| 5. | STOCKHOLDER PROPOSAL TO ADOPT MAJORITY | Shareholder | For | Against |
| VOTES CAST STANDARD FOR MATTERS | | | |
| PRESENTED BY STOCKHOLDERS. | | | |
Page 36 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| LUMBER LIQUIDATORS HOLDINGS, INC. | |
| Security | 55003T107 | Meeting Type | Annual |
| Ticker Symbol | LL | Meeting Date | 24-May-2017 |
| ISIN | US55003T1079 | Agenda | 934581681 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | DENNIS R. KNOWLES | | For | For |
| 2 | DAVID A. LEVIN | | For | For |
| 3 | MARTIN F. ROPER | | For | For |
| 2. | PROPOSAL TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE | | | |
| FISCAL YEAR ENDING DECEMBER 31, 2017. | | | |
| 3. | PROPOSAL TO APPROVE A NON-BINDING | Management | For | For |
| ADVISORY RESOLUTION APPROVING THE | | | |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 4. | PROPOSAL TO PROVIDE A NON-BINDING ADVISORY | Management | 1 Year | For |
| VOTE AS TO THE FREQUENCY OF THE NON- | | | |
| BINDING ADVISORY STOCKHOLDER VOTE TO | | | |
| APPROVE THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| PAYPAL HOLDINGS, INC. | |
| Security | 70450Y103 | Meeting Type | Annual |
| Ticker Symbol | PYPL | Meeting Date | 24-May-2017 |
| ISIN | US70450Y1038 | Agenda | 934589512 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: WENCES CASARES | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JONATHAN | Management | For | For |
| CHRISTODORO | | | |
| 1C. | ELECTION OF DIRECTOR: JOHN J. DONAHOE | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DAVID W. DORMAN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: BELINDA JOHNSON | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: GAIL J. MCGOVERN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: DAVID M. MOFFETT | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: DANIEL H. SCHULMAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: FRANK D. YEARY | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE THE | Management | Against | Against |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 3. | APPROVAL OF AN AMENDMENT TO OUR AMENDED | Management | For | For |
| AND RESTATED CERTIFICATE OF INCORPORATION | | | |
| TO INCREASE THE NUMBER OF STOCKHOLDERS | | | |
| WHO MAY, FOR PROXY ACCESS PURPOSES, | | | |
| AGGREGATE THEIR HOLDINGS FROM 15 TO 20. | | | |
| 4. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT AUDITOR FOR 2017. | | | |
| 5. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| STOCKHOLDER WRITTEN CONSENT WITHOUT A | | | |
| MEETING. | | | |
| 6. | STOCKHOLDER PROPOSAL REGARDING A | Shareholder | Against | For |
| SUSTAINABILITY REPORT. | | | |
| 7. | STOCKHOLDER PROPOSAL REGARDING A "NET- | Shareholder | Against | For |
| ZERO" GREENHOUSE GAS EMISSIONS REPORT. | | | |
Page 37 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| CHEVRON CORPORATION | |
| Security | 166764100 | Meeting Type | Annual |
| Ticker Symbol | CVX | Meeting Date | 31-May-2017 |
| ISIN | US1667641005 | Agenda | 934581732 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: W. M. AUSTIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: L. F. DEILY | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: R. E. DENHAM | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: A. P. GAST | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: E. HERNANDEZ, JR. | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: J. M. HUNTSMAN JR. | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: C. W. MOORMAN IV | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: D. F. MOYO | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: R. D. SUGAR | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: I. G. THULIN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: J. S. WATSON | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: M. K. WIRTH | Management | For | For |
| 2. | RATIFICATION OF APPOINTMENT OF PWC AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION | | | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| ADVISORY VOTES ON NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION | | | |
| 5. | REPORT ON LOBBYING | Shareholder | Against | For |
| 6. | REPORT ON FEASIBILITY OF POLICY ON NOT DOING | Shareholder | Against | For |
| BUSINESS WITH CONFLICT COMPLICIT | | | |
| GOVERNMENTS | | | |
| 7. | REPORT ON CLIMATE CHANGE IMPACT | Shareholder | Against | For |
| ASSESSMENT | | | |
| 8. | REPORT ON TRANSITION TO A LOW CARBON | Shareholder | Against | For |
| ECONOMY | | | |
| 9. | ADOPT POLICY ON INDEPENDENT CHAIRMAN | Shareholder | Against | For |
| 10. | RECOMMEND INDEPENDENT DIRECTOR WITH | Shareholder | Against | For |
| ENVIRONMENTAL EXPERTISE | | | |
| 11. | SET SPECIAL MEETINGS THRESHOLD AT 10% | Shareholder | Against | For |
Page 38 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| EXXON MOBIL CORPORATION | |
| Security | 30231G102 | Meeting Type | Annual |
| Ticker Symbol | XOM | Meeting Date | 31-May-2017 |
| ISIN | US30231G1022 | Agenda | 934588673 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | SUSAN K. AVERY | | For | For |
| 2 | MICHAEL J. BOSKIN | | For | For |
| | 3 | ANGELA F. BRALY | | For | For |
| 4 | URSULA M. BURNS | | For | For |
| 5 | HENRIETTA H. FORE | | For | For |
| 6 | KENNETH C. FRAZIER | | For | For |
| 7 | DOUGLAS R. OBERHELMAN | | For | For |
| 8 | SAMUEL J. PALMISANO | | For | For |
| 9 | STEVEN S REINEMUND | | For | For |
| 10 | WILLIAM C. WELDON | | For | For |
| 11 | DARREN W. WOODS | | For | For |
| 2. | RATIFICATION OF INDEPENDENT AUDITORS (PAGE | Management | For | For |
| 24) | | | |
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION (PAGE 25) | | | |
| 4. | FREQUENCY OF ADVISORY VOTE ON EXECUTIVE | Management | 1 Year | For |
| COMPENSATION (PAGE 25) | | | |
| 5. | INDEPENDENT CHAIRMAN (PAGE 53) | Shareholder | Against | For |
| 6. | MAJORITY VOTE FOR DIRECTORS (PAGE 54) | Shareholder | Against | For |
| 7. | SPECIAL SHAREHOLDER MEETINGS (PAGE 55) | Shareholder | Against | For |
| 8. | RESTRICT PRECATORY PROPOSALS (PAGE 56) | Shareholder | Against | For |
| 9. | REPORT ON COMPENSATION FOR WOMEN (PAGE | Shareholder | For | Against |
| 57) | | | |
| 10. | REPORT ON LOBBYING (PAGE 59) | Shareholder | For | Against |
| 11. | INCREASE CAPITAL DISTRIBUTIONS IN LIEU OF | Shareholder | Against | For |
| INVESTMENT (PAGE 60) | | | |
| 12. | REPORT ON IMPACTS OF CLIMATE CHANGE | Shareholder | Against | For |
| POLICIES (PAGE 62) | | | |
| 13. | REPORT ON METHANE EMISSIONS (PAGE 64) | Shareholder | Against | For |
Page 39 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| NXP SEMICONDUCTORS NV. | |
| Security | N6596X109 | Meeting Type | Annual |
| Ticker Symbol | NXPI | Meeting Date | 01-Jun-2017 |
| ISIN | NL0009538784 | Agenda | 934626966 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 2-C | ADOPTION OF THE 2016 STATUTORY ANNUAL | Management | For | For |
| ACCOUNTS. | | | |
| 2-D | GRANTING DISCHARGE TO THE DIRECTORS FOR | Management | For | For |
| THEIR RESPONSIBILITIES IN THE FINANCIAL YEAR | | | |
| 2016. | | | |
| 3-A | PROPOSAL TO RE-APPOINT MR. RICHARD L. | Management | For | For |
| CLEMMER AS EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 1, 2017. | | | |
| 3-B | PROPOSAL TO RE-APPOINT SIR PETER BONFIELD | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 1, 2017. | | | |
| 3-C | PROPOSAL TO RE-APPOINT MR. JOHANNES P. | Management | For | For |
| HUTH AS NON-EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 1, 2017. | | | |
| 3-D | PROPOSAL TO RE-APPOINT MR. KENNETH A. | Management | For | For |
| GOLDMAN AS NON-EXECUTIVE DIRECTOR WITH | | | |
| EFFECT FROM JUNE 1, 2017. | | | |
| 3-E | PROPOSAL TO RE-APPOINT DR. MARION HELMES | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 1, 2017. | | | |
| 3-F | PROPOSAL TO RE-APPOINT MR. JOSEPH KAESER | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 1, 2017. | | | |
| 3-G | PROPOSAL TO RE-APPOINT MR. IAN LORING AS | Management | For | For |
| NON-EXECUTIVE DIRECTOR WITH EFFECT FROM | | | |
| JUNE 1, 2017. | | | |
| 3-H | PROPOSAL TO RE-APPOINT MR. ERIC MEURICE AS | Management | For | For |
| NON-EXECUTIVE DIRECTOR WITH EFFECT FROM | | | |
| JUNE 1, 2017. | | | |
| 3-I | PROPOSAL TO RE-APPOINT MR. PETER SMITHAM | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 1, 2017. | | | |
| 3-J | PROPOSAL TO RE-APPOINT MS. JULIE SOUTHERN | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 1, 2017. | | | |
| 3-K | PROPOSAL TO RE-APPOINT MR. GREGORY SUMME | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 1, 2017. | | | |
| 4-A | AUTHORIZATION OF THE BOARD OF DIRECTORS TO | Management | For | For |
| ISSUE SHARES OR GRANT RIGHTS TO ACQUIRE | | | |
| SHARES. | | | |
| 4-B | AUTHORIZATION OF THE BOARD OF DIRECTORS TO | Management | For | For |
| RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS. | | | |
| 5 | AUTHORIZATION OF THE BOARD OF DIRECTORS TO | Management | For | For |
| REPURCHASE SHARES IN THE COMPANY'S | | | |
| CAPITAL. | | | |
| 6 | AUTHORIZATION TO CANCEL REPURCHASED | Management | For | For |
| SHARES IN THE COMPANY'S CAPITAL. | | | |
Page 40 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| ZIONS BANCORPORATION | |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 02-Jun-2017 |
| ISIN | US9897011071 | Agenda | 934597595 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: JERRY C. ATKIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: GARY L. CRITTENDEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: SUREN K. GUPTA | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: J. DAVID HEANEY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: VIVIAN S. LEE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: EDWARD F. MURPHY | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: ROGER B. PORTER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: STEPHEN D. QUINN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: HARRIS H. SIMMONS | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: BARBARA A. YASTINE | Management | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM TO AUDIT THE | | | |
| COMPANY'S FINANCIAL STATEMENTS FOR THE | | | |
| CURRENT FISCAL YEAR. | | | |
| 3. | APPROVAL, ON A NONBINDING ADVISORY BASIS, | Management | For | For |
| OF THE COMPENSATION PAID TO THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS WITH RESPECT TO | | | |
| FISCAL YEAR ENDED DECEMBER 31, 2016. | | | |
| 4. | THAT THE SHAREHOLDERS REQUEST THE BOARD | Shareholder | Against | For |
| OF DIRECTORS TO ESTABLISH A POLICY | | | |
| REQUIRING THAT THE BOARD'S CHAIRMAN BE AN | | | |
| "INDEPENDENT" DIRECTOR. | | | |
| WAL-MART STORES, INC. | |
| Security | 931142103 | Meeting Type | Annual |
| Ticker Symbol | WMT | Meeting Date | 02-Jun-2017 |
| ISIN | US9311421039 | Agenda | 934598713 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: JAMES I. CASH, JR. | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: TIMOTHY P. FLYNN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: CARLA A. HARRIS | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: THOMAS W. HORTON | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MARISSA A. MAYER | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: C. DOUGLAS MCMILLON | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: GREGORY B. PENNER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: STEVEN S REINEMUND | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: KEVIN Y. SYSTROM | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: S. ROBSON WALTON | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: STEUART L. WALTON | Management | For | For |
| 2. | ADVISORY VOTE ON THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| SHAREHOLDER ADVISORY VOTES TO APPROVE | | | |
| NAMED EXECUTIVE OFFICER COMPENSATION | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | Against | Against |
| OFFICER COMPENSATION | | | |
| 4. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| INDEPENDENT ACCOUNTANTS | | | |
| 5. | REQUEST TO ADOPT AN INDEPENDENT CHAIRMAN | Shareholder | Against | For |
| POLICY | | | |
| 6. | SHAREHOLDER PROXY ACCESS | Shareholder | Against | For |
| 7. | REQUEST FOR INDEPENDENT DIRECTOR WITH | Shareholder | Against | For |
| ENVIRONMENTAL EXPERTISE | | | |
Page 41 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| FREEPORT-MCMORAN INC. | |
| Security | 35671D857 | Meeting Type | Annual |
| Ticker Symbol | FCX | Meeting Date | 06-Jun-2017 |
| ISIN | US35671D8570 | Agenda | 934593888 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | RICHARD C. ADKERSON | | For | For |
| 2 | GERALD J. FORD | | For | For |
| 3 | LYDIA H. KENNARD | | For | For |
| 4 | ANDREW LANGHAM | | For | For |
| 5 | JON C. MADONNA | | For | For |
| 6 | COURTNEY MATHER | | For | For |
| 7 | DUSTAN E. MCCOY | | For | For |
| 8 | FRANCES FRAGOS TOWNSEND | | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2017. | | | |
| 3. | APPROVAL, ON AN ADVISORY BASIS, OF THE | Management | Against | Against |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 4. | APPROVAL, ON AN ADVISORY BASIS, OF THE | Management | 1 Year | For |
| FREQUENCY OF FUTURE ADVISORY VOTES ON THE | | | |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| ALLIANCE DATA SYSTEMS CORPORATION | |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 07-Jun-2017 |
| ISIN | US0185811082 | Agenda | 934600621 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: BRUCE K. ANDERSON | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: ROGER H. BALLOU | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: KELLY J. BARLOW | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: D. KEITH COBB | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: E. LINN DRAPER, JR. | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: EDWARD J. HEFFERNAN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: KENNETH R. JENSEN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: ROBERT A. MINICUCCI | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: TIMOTHY J. THERIAULT | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: LAURIE A. TUCKER | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY OF AN | Management | 1 Year | For |
| ADVISORY VOTE ON EXECUTIVE COMPENSATION. | | | |
| 4. | RATIFICATION OF THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM OF ALLIANCE DATA | | | |
| SYSTEMS CORPORATION FOR 2017. | | | |
Page 42 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| DEVON ENERGY CORPORATION | |
| Security | 25179M103 | Meeting Type | Annual |
| Ticker Symbol | DVN | Meeting Date | 07-Jun-2017 |
| ISIN | US25179M1036 | Agenda | 934603235 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | BARBARA M. BAUMANN | | For | For |
| 2 | JOHN E. BETHANCOURT | | For | For |
| 3 | DAVID A. HAGER | | For | For |
| 4 | ROBERT H. HENRY | | For | For |
| 5 | MICHAEL M. KANOVSKY | | For | For |
| 6 | ROBERT A. MOSBACHER, JR | | For | For |
| 7 | DUANE C. RADTKE | | For | For |
| 8 | MARY P. RICCIARDELLO | | For | For |
| 9 | JOHN RICHELS | | For | For |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY OF AN | Management | 1 Year | For |
| ADVISORY VOTE ON EXECUTIVE COMPENSATION. | | | |
| 4. | RATIFY THE APPOINTMENT OF THE COMPANY'S | Management | For | For |
| INDEPENDENT AUDITORS FOR 2017. | | | |
| 5. | APPROVE THE DEVON ENERGY CORPORATION | Management | For | For |
| ANNUAL INCENTIVE COMPENSATION PLAN. | | | |
| 6. | APPROVE THE DEVON ENERGY CORPORATION | Management | For | For |
| 2017 LONG-TERM INCENTIVE PLAN. | | | |
| 7. | REPORT ON PUBLIC POLICY ADVOCACY RELATED | Shareholder | Against | For |
| TO ENERGY POLICY AND CLIMATE CHANGE. | | | |
| 8. | ASSESSMENT ON THE IMPACT OF GLOBAL CLIMATE | Shareholder | Against | For |
| CHANGE POLICIES. | | | |
| 9. | REPORT ON LOBBYING POLICY AND ACTIVITY. | Shareholder | For | Against |
| 10. | ASSESSMENT OF BENEFITS AND RISKS OF USING | Shareholder | Against | For |
| RESERVE ADDITIONS AS A COMPENSATION | | | |
| METRIC. | | | | |
Page 43 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| ALPHABET INC | |
| Security | 02079K305 | Meeting Type | Annual |
| Ticker Symbol | GOOGL | Meeting Date | 07-Jun-2017 |
| ISIN | US02079K3059 | Agenda | 934604946 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | LARRY PAGE | | For | For |
| 2 | SERGEY BRIN | | For | For |
| 3 | ERIC E. SCHMIDT | | For | For |
| 4 | L. JOHN DOERR | | For | For |
| 5 | ROGER W. FERGUSON, JR. | | For | For |
| 6 | DIANE B. GREENE | | For | For |
| 7 | JOHN L. HENNESSY | | For | For |
| 8 | ANN MATHER | | For | For |
| 9 | ALAN R. MULALLY | | For | For |
| 10 | PAUL S. OTELLINI | | For | For |
| 11 | K. RAM SHRIRAM | | For | For |
| 12 | SHIRLEY M. TILGHMAN | | For | For |
| 2. | THE RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS ALPHABET'S | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2017. | | | |
| 3. | THE APPROVAL OF AN AMENDMENT TO | Management | Against | Against |
| ALPHABET'S 2012 STOCK PLAN TO INCREASE THE | | | |
| SHARE RESERVE BY 15,000,000 SHARES OF CLASS | | | |
| C CAPITAL STOCK. | | | |
| 4. | THE APPROVAL OF THE 2016 COMPENSATION | Management | Against | Against |
| AWARDED TO NAMED EXECUTIVE OFFICERS. | | | |
| 5. | THE FREQUENCY OF FUTURE STOCKHOLDER | Management | 1 Year | Against |
| ADVISORY VOTES REGARDING COMPENSATION | | | |
| AWARDED TO NAMED EXECUTIVE OFFICERS. | | | |
| 6. | A STOCKHOLDER PROPOSAL REGARDING EQUAL | Shareholder | Against | For |
| SHAREHOLDER VOTING, IF PROPERLY PRESENTED | | | |
| AT THE MEETING. | | | |
| 7. | A STOCKHOLDER PROPOSAL REGARDING A | Shareholder | For | Against |
| LOBBYING REPORT, IF PROPERLY PRESENTED AT | | | |
| THE MEETING. | | | |
| 8. | A STOCKHOLDER PROPOSAL REGARDING A | Shareholder | For | Against |
| POLITICAL CONTRIBUTIONS REPORT, IF PROPERLY | | | |
| PRESENTED AT THE MEETING. | | | |
| 9. | A STOCKHOLDER PROPOSAL REGARDING A | Shareholder | Against | For |
| REPORT ON GENDER PAY, IF PROPERLY | | | |
| PRESENTED AT THE MEETING. | | | |
| 10. | A STOCKHOLDER PROPOSAL REGARDING A | Shareholder | For | Against |
| CHARITABLE CONTRIBUTIONS REPORT, IF | | | |
| PROPERLY PRESENTED AT THE MEETING. | | | |
| 11. | A STOCKHOLDER PROPOSAL REGARDING THE | Shareholder | Against | For |
| IMPLEMENTATION OF "HOLY LAND PRINCIPLES," IF | | | |
| PROPERLY PRESENTED AT THE MEETING. | | | |
| 12. | A STOCKHOLDER PROPOSAL REGARDING A | Shareholder | Against | For |
| REPORT ON "FAKE NEWS," IF PROPERLY | | | |
| PRESENTED AT THE MEETING. | | | |
Page 44 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| INGERSOLL-RAND PLC | |
| Security | G47791101 | Meeting Type | Annual |
| Ticker Symbol | IR | Meeting Date | 08-Jun-2017 |
| ISIN | IE00B6330302 | Agenda | 934601736 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: ANN C. BERZIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JOHN BRUTON | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JARED L. COHON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: GARY D. FORSEE | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: LINDA P. HUDSON | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: MICHAEL W. LAMACH | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MYLES P. LEE | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JOHN P. SURMA | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: RICHARD J. SWIFT | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: TONY L. WHITE | Management | For | For |
| 2. | ADVISORY APPROVAL OF THE COMPENSATION OF | Management | For | For |
| THE COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY OF THE | Management | 1 Year | For |
| ADVISORY VOTE ON THE COMPENSATION OF OUR | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 4. | APPROVAL OF THE APPOINTMENT OF | Management | For | For |
| INDEPENDENT AUDITORS OF THE COMPANY AND | | | |
| AUTHORIZATION OF THE AUDIT COMMITTEE OF | | | |
| THE BOARD OF DIRECTORS TO SET THE AUDITORS' | | | |
| REMUNERATION. | | | |
| 5. | APPROVAL OF THE RENEWAL OF THE DIRECTORS' | Management | For | For |
| EXISTING AUTHORITY TO ISSUE SHARES. | | | |
| 6. | APPROVAL OF THE RENEWAL OF THE DIRECTORS' | Management | For | For |
| EXISTING AUTHORITY TO ISSUE SHARES FOR CASH | | | |
| WITHOUT FIRST OFFERING SHARES TO EXISTING | | | |
| SHAREHOLDERS. (SPECIAL RESOLUTION) | | | |
| 7. | DETERMINATION OF THE PRICE RANGE AT WHICH | Management | For | For |
| THE COMPANY CAN RE-ALLOT SHARES THAT IT | | | |
| HOLDS AS TREASURY SHARES. (SPECIAL | | | |
| RESOLUTION) | | | |
Page 45 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| CELGENE CORPORATION | |
| Security | 151020104 | Meeting Type | Annual |
| Ticker Symbol | CELG | Meeting Date | 14-Jun-2017 |
| ISIN | US1510201049 | Agenda | 934609023 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | ROBERT J. HUGIN | | For | For |
| | 2 | MARK J. ALLES | | For | For |
| 3 | RICHARD W BARKER D PHIL | | For | For |
| 4 | MICHAEL W. BONNEY | | For | For |
| 5 | MICHAEL D. CASEY | | For | For |
| 6 | CARRIE S. COX | | For | For |
| 7 | MICHAEL A. FRIEDMAN, MD | | For | For |
| 8 | JULIA A. HALLER, M.D. | | For | For |
| 9 | GILLA S. KAPLAN, PH.D. | | For | For |
| 10 | JAMES J. LOUGHLIN | | For | For |
| 11 | ERNEST MARIO, PH.D. | | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2017. | | | |
| 3. | APPROVAL OF AN AMENDMENT AND | Management | Against | Against |
| RESTATEMENT OF THE COMPANY'S STOCK | | | |
| INCENTIVE PLAN. | | | |
| 4. | APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE | Management | For | For |
| COMPENSATION OF THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 5. | TO RECOMMEND, BY NON-BINDING VOTE, THE | Management | 1 Year | For |
| FREQUENCY OF EXECUTIVE COMPENSATION | | | |
| VOTES. | | | | |
| 6. | STOCKHOLDER PROPOSAL TO REQUEST A BY-LAW | Shareholder | Against | For |
| PROVISION LIMITING MANAGEMENT'S ACCESS TO | | | |
| VOTE TALLIES PRIOR TO THE ANNUAL MEETING | | | |
| WITH RESPECT TO CERTAIN EXECUTIVE PAY | | | |
| MATTERS, DESCRIBED IN MORE DETAIL IN THE | | | |
| PROXY STATEMENT. | | | |
| TARGET CORPORATION | |
| Security | 87612E106 | Meeting Type | Annual |
| Ticker Symbol | TGT | Meeting Date | 14-Jun-2017 |
| ISIN | US87612E1064 | Agenda | 934609770 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: ROXANNE S. AUSTIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: DOUGLAS M. BAKER, JR. | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: BRIAN C. CORNELL | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: CALVIN DARDEN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: HENRIQUE DE CASTRO | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: ROBERT L. EDWARDS | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MELANIE L. HEALEY | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: DONALD R. KNAUSS | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: MONICA C. LOZANO | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: MARY E. MINNICK | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: DERICA W. RICE | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: KENNETH L. SALAZAR | Management | For | For |
| 2. | COMPANY PROPOSAL TO RATIFY THE | Management | For | For |
| APPOINTMENT OF ERNST & YOUNG LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM. | | | |
| 3. | COMPANY PROPOSAL TO APPROVE, ON AN | Management | For | For |
| ADVISORY BASIS, OUR EXECUTIVE COMPENSATION | | | |
| ("SAY ON PAY"). | | | |
| 4. | COMPANY PROPOSAL TO APPROVE, ON AN | Management | 1 Year | For |
| ADVISORY BASIS, THE FREQUENCY OF OUR SAY | | | |
| ON PAY VOTES. | | | |
| 5. | COMPANY PROPOSAL TO APPROVE THE TARGET | Management | For | For |
| CORPORATION EXECUTIVE OFFICER CASH | | | |
| INCENTIVE PLAN. | | | |
Page 46 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| TIME WARNER INC. | |
| Security | 887317303 | Meeting Type | Annual |
| Ticker Symbol | TWX | Meeting Date | 15-Jun-2017 |
| ISIN | US8873173038 | Agenda | 934609299 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: WILLIAM P. BARR | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JEFFREY L. BEWKES | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ROBERT C. CLARK | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: MATHIAS DOPFNER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JESSICA P. EINHORN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: FRED HASSAN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: PAUL D. WACHTER | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: DEBORAH C. WRIGHT | Management | For | For |
| 2. | RATIFICATION OF APPOINTMENT OF INDEPENDENT | Management | For | For |
| AUDITOR. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | Against | Against |
| OFFICER COMPENSATION. | | | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF HOLDING | Management | 1 Year | For |
| AN ADVISORY VOTE ON NAMED EXECUTIVE | | | |
| OFFICER COMPENSATION. | | | |
| BED BATH & BEYOND INC. | |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 29-Jun-2017 |
| ISIN | US0758961009 | Agenda | 934640764 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: WARREN EISENBERG | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: LEONARD FEINSTEIN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: STEVEN H. TEMARES | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DEAN S. ADLER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: STANLEY F. BARSHAY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: KLAUS EPPLER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: PATRICK R. GASTON | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JORDAN HELLER | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: VICTORIA A. MORRISON | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: VIRGINIA P. | Management | For | For |
| RUESTERHOLZ | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF KPMG | Management | For | For |
| LLP. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, THE FISCAL | Management | For | For |
| 2016 COMPENSATION PAID TO THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 4. | TO RECOMMEND, BY NON-BINDING VOTE, THE | Management | 1 Year | For |
| FREQUENCY OF FUTURE ADVISORY VOTES ON | | | |
| EXECUTIVE COMPENSATION. | | | |
| 5. | TO RE-APPROVE THE PERFORMANCE GOALS | Management | For | For |
| UNDER THE 2012 INCENTIVE COMPENSATION PLAN. | | | |
Page 47 of 48
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| DELTA AIR LINES, INC. | |
| Security | 247361702 | Meeting Type | Annual |
| Ticker Symbol | DAL | Meeting Date | 30-Jun-2017 |
| ISIN | US2473617023 | Agenda | 934626461 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: EDWARD H. BASTIAN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: FRANCIS S. BLAKE | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DANIEL A. CARP | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DAVID G. DEWALT | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: WILLIAM H. EASTER III | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: MICKEY P. FORET | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: JEANNE P. JACKSON | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: GEORGE N. MATTSON | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: DOUGLAS R. RALPH | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: SERGIO A.L. RIAL | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: KATHY N. WALLER | Management | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF DELTA'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 3. | TO RECOMMEND, ON AN ADVISORY BASIS, THE | Management | 1 Year | For |
| FREQUENCY OF FUTURE ADVISORY VOTES ON | | | |
| EXECUTIVE COMPENSATION. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG | Management | For | For |
| LLP AS DELTA'S INDEPENDENT AUDITORS FOR THE | | | |
| YEAR ENDING DECEMBER 31, 2017. | | | |
| MAXWELL TECHNOLOGIES, INC. | |
| Security | 577767106 | Meeting Type | Annual |
| Ticker Symbol | MXWL | Meeting Date | 13-Jul-2017 |
| ISIN | US5777671067 | Agenda | 934641401 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | RICHARD BERGMAN | | For | For |
| 2 | JOHN MUTCH | | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF BDO USA, | Management | For | For |
| LLP AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING | | | |
| DECEMBER 31, 2017. | | | |
| 3. | TO APPROVE AN AMENDMENT TO THE 2013 | Management | Against | Against |
| | OMNIBUS EQUITY INCENTIVE PLAN, INCLUDING AN | | | |
| INCREASE IN THE NUMBER OF SHARES OF | | | |
| COMMON STOCK RESERVED FOR ISSUANCE | | | |
| THEREUNDER BY 1,500,000 SHARES. | | | |
| 4. | TO APPROVE AN INCREASE IN THE NUMBER OF | Management | For | For |
| SHARES OF COMMON STOCK RESERVED FOR | | | |
| ISSUANCE UNDER THE 2004 EMPLOYEE STOCK | | | |
| PURCHASE PLAN BY 500,000 SHARES. | | | |
| 5. | TO APPROVE, ON AN ADVISORY BASIS, OUR | Management | For | For |
| NAMED EXECUTIVE OFFICER COMPENSATION AS | | | |
| SET FORTH IN THE EXECUTIVE COMPENSATION | | | |
| SECTION OF THE PROXY STATEMENT. | | | |
| 6. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | 1 Year | For |
| FREQUENCY WITH WHICH FUTURE ADVISORY | | | |
| VOTES ON THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS WILL BE | | | |
| CONDUCTED. | | | |
Page 48 of 48
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| BED BATH & BEYOND INC. | | |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 01-Jul-2016 |
| ISIN | US0758961009 | Agenda | 934440289 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: WARREN EISENBERG | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: LEONARD FEINSTEIN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: STEVEN H. TEMARES | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DEAN S. ADLER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: STANLEY F. BARSHAY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: GERALDINE T. ELLIOTT | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: KLAUS EPPLER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: PATRICK R. GASTON | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: JORDAN HELLER | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: VICTORIA A. MORRISON | Management | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF KPMG | Management | For | For |
| LLP. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, THE 2015 | Management | For | For |
| COMPENSATION PAID TO THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4. | TO VOTE ON A SHAREHOLDER PROPOSAL | Shareholder | Against | For |
| REGARDING PROXY ACCESS BYLAWS. | | | |
| 5. | TO VOTE ON A SHAREHOLDER PROPOSAL | Shareholder | Against | For |
| REGARDING AN EQUITY RETENTION POLICY FOR | | | |
| SENIOR EXECUTIVES. | | | |
| 6. | TO VOTE ON A SHAREHOLDER PROPOSAL | Shareholder | For | Against |
| REGARDING SHAREHOLDER APPROVAL OF | | | |
| CERTAIN FUTURE SEVERANCE AGREEMENTS. | | | |
| CHICO'S FAS, INC. | | |
| Security | 168615102 | Meeting Type | Contested-Annual |
| Ticker Symbol | CHS | Meeting Date | 21-Jul-2016 |
| ISIN | US1686151028 | Agenda | 934447586 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | SHELLEY G. BROADER | | For | For |
| 2 | BONNIE R. BROOKS | | For | For |
| 3 | JANICE L. FIELDS | | For | For |
| 4 | WILLIAM S. SIMON | | For | For |
| 2. | PROPOSAL TO RATIFY THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS INDEPENDENT CERTIFIED | | | |
| PUBLIC ACCOUNTANTS. | | | |
| 3. | ADVISORY RESOLUTION TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 4. | PROPOSAL TO AMEND THE COMPANY'S AMENDED | Management | For | For |
| AND RESTATED ARTICLES OF INCORPORATION TO | | | |
| DECLASSIFY THE BOARD OF DIRECTORS. | | | |
| CHICO'S FAS, INC. | | |
| Security | 168615102 | Meeting Type | Contested-Annual |
| Ticker Symbol | CHS | Meeting Date | 21-Jul-2016 |
| ISIN | US1686151028 | Agenda | 934450507 - Opposition |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 01 | DIRECTOR | | Management | Abstain | N/A |
| 1 | JAMES A. MITAROTONDA | | | |
| 2 | JANET E. GROVE | | | |
| 3 | MGMT NOM: S.G. BROADER | | | |
| 4 | MGMT NOM: W.S. SIMON | | | |
| 02 | COMPANY'S PROPOSAL TO RATIFY THE | Management | Abstain | N/A |
| APPOINTMENT OF ERNST & YOUNG LLP AS THE | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS | | | |
| 03 | COMPANY'S PROPOSAL TO APPROVE, ON AN | Management | Abstain | N/A |
| ADVISORY BASIS, THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 04 | COMPANY'S PROPOSAL TO AMEND THE | Management | Abstain | N/A |
| COMPANY'S AMENDED AND RESTATED ARTICLES | | | |
| OF INCORPORATION TO DECLASSIFY THE BOARD | | | |
| OF DIRECTORS. | | | |
Page 1 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| NIMBLE STORAGE, INC. | | |
| Security | 65440R101 | Meeting Type | Annual |
| Ticker Symbol | NMBL | Meeting Date | 25-Jul-2016 |
| ISIN | US65440R1014 | Agenda | 934448475 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | FRANK CALDERONI | | For | For |
| 2 | JERRY M. KENNELLY | | For | For |
| 3 | WILLIAM J. SCHROEDER | | For | For |
| 2. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, | Management | For | For |
| THE COMPENSATION PAID TO OUR NAMED | | | |
| EXECUTIVE OFFICERS AS DISCLOSED IN THE | | | |
| PROXY STATEMENT. | | | |
| 3. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, | Management | 1 Year | For |
| THE FREQUENCY OF FUTURE ADVISORY VOTES ON | | | |
| THE COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG | Management | For | For |
| LLP AS THE INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING | | | |
| JANUARY 31, 2017. | | | |
| MCKESSON CORPORATION | | |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 27-Jul-2016 |
| ISIN | US58155Q1031 | Agenda | 934453919 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: ANDY D. BRYANT | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: WAYNE A. BUDD | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: N. ANTHONY COLES, M.D. | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JOHN H. HAMMERGREN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: M. CHRISTINE JACOBS | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: DONALD R. KNAUSS | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MARIE L. KNOWLES | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: EDWARD A. MUELLER | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: SUSAN R. SALKA | Management | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE | | | |
| FISCAL YEAR ENDING MARCH 31, 2017. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE COMPENSATION. | Management | Against | Against |
| 4. | SHAREHOLDER PROPOSAL ON ACCELERATED | Shareholder | For | Against |
| VESTING OF EQUITY AWARDS. | | | |
| 5. | SHAREHOLDER PROPOSAL ON DISCLOSURE OF | Shareholder | For | Against |
| POLITICAL CONTRIBUTIONS AND EXPENDITURES. | | | |
| EXACT SCIENCES CORPORATION | | |
| Security | 30063P105 | Meeting Type | Annual |
| Ticker Symbol | EXAS | Meeting Date | 28-Jul-2016 |
| ISIN | US30063P1057 | Agenda | 934451903 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | | | |
| 1 | KEVIN T. CONROY | | For | For |
| 2 | JOHN A. FALLON M.D. | | For | For |
| 3 | DAVID A. THOMPSON | | For | For |
| 4 | KATHERINE S. ZANOTTI | | For | For |
| 2. | PROPOSAL TO APPROVE ON AN ADVISORY BASIS | Management | For | For |
| THE COMPENSATION OF THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3. | PROPOSAL TO APPROVE THE SECOND | Management | For | For |
| AMENDMENT TO THE 2010 EMPLOYEE STOCK | | | |
| PURCHASE PLAN TO INCREASE THE NUMBER OF | | | |
| SHARES RESERVED FOR ISSUANCE THEREUNDER BY | | | |
| 2,000,000 SHARES. | | | |
| 4. | PROPOSAL TO RATIFY THE SELECTION OF BDO | Management | For | For |
| USA, LLP AS OUR INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2016. | | | |
Page 2 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| FLUIDIGM CORPORATION | | |
| Security | 34385P108 | Meeting Type | Annual |
| Ticker Symbol | FLDM | Meeting Date | 03-Aug-2016 |
| ISIN | US34385P1084 | Agenda | 934456852 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | SAMUEL D. COLELLA | | For | For |
| 2 | GAJUS V. WORTHINGTON | | For | For |
| 2. | TO APPROVE OUR EXECUTIVE COMPENSATION | Management | For | For |
| PROGRAM FOR THE YEAR ENDED DECEMBER 31, | | | |
| 2015, ON AN ADVISORY (NON-BINDING) BASIS. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR THE YEAR ENDING DECEMBER 31, 2016. | | | |
| MICHAEL KORS HOLDINGS LIMITED | | |
| Security | G60754101 | Meeting Type | Annual |
| Ticker Symbol | KORS | Meeting Date | 04-Aug-2016 |
| ISIN | VGG607541015 | Agenda | 934452448 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: MICHAEL KORS | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JUDY GIBBONS | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JANE THOMPSON | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG | Management | For | For |
| LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE | | | |
| FISCAL YEAR ENDING APRIL 1, 2017. | | | |
| 3. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
Page 3 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| JAZZ PHARMACEUTICALS PLC | | |
| Security | G50871105 | Meeting Type | Annual |
| Ticker Symbol | JAZZ | Meeting Date | 04-Aug-2016 |
| ISIN | IE00B4Q5ZN47 | Agenda | 934452753 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: PAUL L. BERNS | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: PATRICK G. ENRIGHT | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: SEAMUS MULLIGAN | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: NORBERT G. RIEDEL, | Management | For | For |
| PH.D. | | | |
| 2. | TO RATIFY, ON A NON-BINDING ADVISORY BASIS, | Management | For | For |
| THE APPOINTMENT OF KPMG, DUBLIN AS THE | | | |
| INDEPENDENT AUDITORS OF JAZZ | | | |
| PHARMACEUTICALS PLC FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2016 AND TO AUTHORIZE, | | | |
| IN A BINDING VOTE, THE BOARD OF DIRECTORS, | | | |
| ACTING THROUGH THE AUDIT COMMITTEE, TO | | | |
| DETERMINE THE AUDITORS' REMUNERATION. | | | |
| 3. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, | Management | Against | Against |
| THE COMPENSATION OF JAZZ PHARMACEUTICALS | | | |
| PLC'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN | | | |
| THE PROXY STATEMENT. | | | |
| 4A. | TO APPROVE AMENDMENTS TO JAZZ | Management | For | For |
| PHARMACEUTICALS PLC'S MEMORANDUM OF | | | |
| ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE | | | |
| ADJUSTMENTS TO ADDRESS THE ENACTMENT OF THE | | | |
| IRISH COMPANIES ACT 2014 AND A MINOR | | | |
| HOUSEKEEPING MATTER. | | | |
| 4B. | TO APPROVE AMENDMENTS TO JAZZ | Management | For | For |
| PHARMACEUTICALS PLC'S ARTICLES OF | | | |
| ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE | | | |
| ADJUSTMENTS TO ADDRESS THE ENACTMENT OF THE | | | |
| IRISH COMPANIES ACT 2014 AND CERTAIN MINOR | | | |
| HOUSEKEEPING MATTERS. | | | |
| 5. | TO AUTHORIZE JAZZ PHARMACEUTICALS PLC | Management | For | For |
| AND/OR ANY SUBSIDIARY OF JAZZ | | | |
| PHARMACEUTICALS PLC TO MAKE OPEN MARKET | | | |
| PURCHASES OF JAZZ PHARMACEUTICALS PLC'S | | | |
| ORDINARY SHARES. | | | |
| 6. | TO RENEW THE BOARD OF DIRECTORS' EXISTING | Management | For | For |
| AUTHORITY UNDER IRISH LAW TO ALLOT AND | | | |
| ISSUE ORDINARY SHARES. | | | |
| 7. | TO RENEW THE BOARD OF DIRECTORS' EXISTING | Management | For | For |
| AUTHORITY UNDER IRISH LAW TO ALLOT AND | | | |
| ISSUE ORDINARY SHARES FOR CASH WITHOUT | | | |
| FIRST OFFERING THOSE ORDINARY SHARES TO | | | |
| EXISTING SHAREHOLDERS PURSUANT TO THE | | | |
| STATUTORY PRE-EMPTION RIGHT THAT WOULD | | | |
| OTHERWISE APPLY. | | | |
| 8. | TO APPROVE ANY MOTION TO ADJOURN THE | Management | For | For |
| ANNUAL MEETING, OR ANY ADJOURNMENTS | | | |
| THEREOF, TO ANOTHER TIME AND PLACE TO | | | |
| SOLICIT ADDITIONAL PROXIES IF THERE ARE | | | |
| INSUFFICIENT VOTES AT THE TIME OF THE ANNUAL | | | |
| MEETING TO APPROVE ANY OR ALL OF | | | |
| PROPOSALS 4A, 4B AND/OR 7. | | | |
| 9. | TO APPROVE AN AMENDMENT AND RESTATEMENT OF | Management | For | For |
| JAZZ PHARMACEUTICALS PLC'S 2011 EQUITY | | | |
| INCENTIVE PLAN IN ORDER TO RENEW JAZZ | | | |
| PHARMACEUTICALS PLC'S ABILITY TO GRANT | | | |
| AWARDS THEREUNDER THAT MAY QUALIFY AS | | | |
| "PERFORMANCE-BASED COMPENSATION" UNDER | | | |
| SECTION 162(M) OF THE U.S. INTERNAL REVENUE | | | |
| CODE. | | | |
| 10. | TO APPROVE AN AMENDMENT AND RESTATEMENT OF | Management | Against | Against |
| JAZZ PHARMACEUTICALS PLC'S AMENDED AND | | | |
| RESTATED 2007 NON-EMPLOYEE DIRECTORS STOCK | | | |
| OPTION PLAN IN ORDER TO (I) EXPAND THE TYPES OF | | | |
| STOCK AWARDS THAT MAY BE GRANTED | | | |
| THEREUNDER TO JAZZ PHARMACEUTICALS PLC'S | | | |
| NON-EMPLOYEE DIRECTORS AND (II) ELIMINATE | | | |
| THE FINAL AUTOMATIC ANNUAL INCREASE TO THE | | | |
| SHARE RESERVE THAT IS OTHERWISE SCHEDULED TO | | | |
| OCCUR IN 2017 PURSUANT TO THE "EVERGREEN" | | | |
| PROVISION INCLUDED THEREIN. | | | |
Page 4 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| THE J. M. SMUCKER COMPANY | | |
| Security | 832696405 | Meeting Type | Annual |
| Ticker Symbol | SJM | Meeting Date | 17-Aug-2016 |
| ISIN | US8326964058 | Agenda | 934455658 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: KATHRYN W. DINDO | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: PAUL J. DOLAN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JAY L. HENDERSON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: NANCY LOPEZ KNIGHT | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: ELIZABETH VALK LONG | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: GARY A. OATEY | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: SANDRA PIANALTO | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: ALEX SHUMATE | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: MARK T. SMUCKER | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: RICHARD K. SMUCKER | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: TIMOTHY P. SMUCKER | Management | For | For |
| 2. | RATIFICATION OF APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2017 | | | |
| FISCAL YEAR. | | | |
| 3. | ADVISORY APPROVAL OF THE COMPANY'S | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4. | SHAREHOLDER PROPOSAL REQUESTING THE | Shareholder | Against | For |
| COMPANY ISSUE A REPORT ON RENEWABLE | | | |
| ENERGY. | | | |
| PATTERSON COMPANIES, INC. | | |
| Security | 703395103 | Meeting Type | Annual |
| Ticker Symbol | PDCO | Meeting Date | 12-Sep-2016 |
| ISIN | US7033951036 | Agenda | 934462540 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | SCOTT P. ANDERSON | | For | For |
| 2 | JOHN D. BUCK | | For | For |
| 3 | JODY H. FERAGEN | | For | For |
| 4 | SARENA S. LIN | | For | For |
| 5 | ELLEN A. RUDNICK | | For | For |
| 6 | NEIL A. SCHRIMSHER | | For | For |
| 7 | LES C. VINNEY | | For | For |
| 8 | JAMES W. WILTZ | | For | For |
| 2. | ADVISORY APPROVAL OF EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | TO RATIFY THE SELECTION OF ERNST & YOUNG | Management | For | For |
| LLP AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING | | | |
| APRIL 29, 2017. | | | |
| INVENSENSE, INC. | | |
| Security | 46123D205 | Meeting Type | Annual |
| Ticker Symbol | INVN | Meeting Date | 16-Sep-2016 |
| ISIN | US46123D2053 | Agenda | 934465534 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | AMIR FAINTUCH | | For | For |
| 2 | USAMA FAYYAD | | For | For |
| 2. | APPROVAL TO AMEND THE 2013 EMPLOYEE STOCK | Management | For | For |
| PURCHASE PLAN TO INCREASE THE NUMBER OF | | | |
| SHARES AUTHORIZED FOR EMPLOYEE PURCHASES BY | | | |
| TWO MILLION SHARES. | | | |
| 3. | RATIFICATION OF THE SELECTION BY THE AUDIT | Management | For | For |
| COMMITTEE OF OUR BOARD OF DIRECTORS OF | | | |
| DELOITTE & TOUCHE LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR | | | |
| FISCAL YEAR ENDING APRIL 2, 2017. | | | |
Page 5 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| TAKE-TWO INTERACTIVE SOFTWARE, INC. |
| Security | 874054109 | Meeting Type | Annual |
| Ticker Symbol | TTWO | Meeting Date | 22-Sep-2016 |
| ISIN | US8740541094 | Agenda | 934466067 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | STRAUSS ZELNICK | | For | For |
| 2 | ROBERT A. BOWMAN | | For | For |
| 3 | MICHAEL DORNEMANN | | For | For |
| 4 | J MOSES | | For | For |
| 5 | MICHAEL SHERESKY | | For | For |
| 6 | SUSAN TOLSON | | For | For |
| 2. | APPROVAL, ON A NON-BINDING ADVISORY BASIS, | Management | For | For |
| OF THE COMPENSATION OF THE COMPANY'S | | | |
| "NAMED EXECUTIVE OFFICERS" AS DISCLOSED IN | | | |
| THE PROXY STATEMENT. | | | |
| 3. | APPROVAL OF CERTAIN AMENDMENTS TO THE | Management | Against | Against |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. 2009 | | | |
| STOCK INCENTIVE PLAN. | | | |
| 4. | RATIFICATION OF THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING MARCH 31, 2017. | | | |
| SILICON GRAPHICS INTERNATIONAL CORP |
| Security | 82706L108 | Meeting Type | Special |
| Ticker Symbol | SGI | Meeting Date | 11-Oct-2016 |
| ISIN | US82706L1089 | Agenda | 934481083 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | TO ADOPT THE AGREEMENT AND PLAN MERGER, | Management | For | For |
| DATED AS OF AUGUST 11, 2016, BY AND AMONG | | | |
| SILICON GRAPHICS INTERNATIONAL CORP., | | | |
| HEWLETT PACKARD ENTERPRISE COMPANY AND | | | |
| SATELLITE ACQUISITION SUB, AS IT MAY BE | | | |
| AMENDED FROM TIME TO TIME (THE "MERGER | | | |
| AGREEMENT"), AND THE TRANSACTIONS | | | |
| CONTEMPLATED THEREBY. | | | |
| 2. | TO APPROVE THE ADOPTION OF ANY PROPOSAL | Management | For | For |
| TO ADJOURN THE SPECIAL MEETING TO A LATER | | | |
| DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO | | | |
| SOLICIT ADDITIONAL PROXIES IF THERE ARE | | | |
| INSUFFICIENT VOTES TO ADOPT THE MERGER | | | |
| AGREEMENT AND APPROVE THE TRANSACTIONS | | | |
| CONTEMPLATED THEREBY AT THE TIME OF THE | | | |
| SPECIAL MEETING. | | | |
| 3. | TO APPROVE, BY NON-BINDING, ADVISORY VOTE, | Management | For | For |
| COMPENSATION THAT WILL OR MAY BECOME | | | |
| PAYABLE BY SILICON GRAPHICS INTERNATIONAL | | | |
| CORP., TO ITS NAMED EXECUTIVE OFFICERS IN | | | |
| CONNECTION WITH THE MERGER. | | | |
Page 6 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| LUMENTUM HOLDINGS INC | | |
| Security | 55024U109 | Meeting Type | Annual |
| Ticker Symbol | LITE | Meeting Date | 04-Nov-2016 |
| ISIN | US55024U1097 | Agenda | 934481704 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: MARTIN A. KAPLAN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: HAROLD L. COVERT | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: PENELOPE A. HERSCHER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: SAMUEL F. THOMAS | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: BRIAN J. LILLIE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: ALAN S. LOWE | Management | For | For |
| 2. | TO APPROVE THE EXECUTIVE OFFICER | Management | Against | Against |
| PERFORMANCE-BASED INCENTIVE PLAN | | | |
| 3. | TO APPROVE THE AMENDED AND RESTATED 2015 | Management | Against | Against |
| EQUITY INCENTIVE PLAN | | | |
| 4. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR THE FISCAL YEAR ENDING JULY 1, 2017 | | | |
| MAXIM INTEGRATED PRODUCTS, INC. | | |
| Security | 57772K101 | Meeting Type | Annual |
| Ticker Symbol | MXIM | Meeting Date | 09-Nov-2016 |
| ISIN | US57772K1016 | Agenda | 934485283 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | WILLIAM P. SULLIVAN | | For | For |
| 2 | TUNC DOLUCA | | For | For |
| 3 | TRACY C. ACCARDI | | For | For |
| 4 | JAMES R. BERGMAN | | For | For |
| 5 | JOSEPH R. BRONSON | | For | For |
| 6 | ROBERT E. GRADY | | For | For |
| 7 | WILLIAM D. WATKINS | | For | For |
| 8 | MARYANN WRIGHT | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS MAXIM INTEGRATED'S | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR THE FISCAL YEAR ENDING JUNE 24, 2017. | | | |
| 3. | TO RATIFY AND APPROVE AN AMENDMENT TO | Management | For | For |
| MAXIM INTEGRATED'S 2008 EMPLOYEE STOCK | | | |
| PURCHASE PLAN TO INCREASE THE NUMBER OF | | | |
| SHARES AVAILABLE FOR ISSUANCE THEREUNDER BY | | | |
| 1,500,000 SHARES. | | | |
| 4. | TO RATIFY AND APPROVE AN AMENDMENT TO | Management | For | For |
| MAXIM INTEGRATED'S 1996 STOCK INCENTIVE | | | |
| PLAN TO PROVIDE A MAXIMUM ANNUAL LIMIT ON | | | |
| NON-EMPLOYEE DIRECTOR COMPENSATION FOR | | | |
| CASH AND EQUITY. | | | |
| 5. | TO RATIFY AND APPROVE AN AMENDMENT TO | Management | For | For |
| MAXIM INTEGRATED'S BYLAWS TO DESIGNATE | | | |
| DELAWARE AS THE EXCLUSIVE FORUM FOR THE | | | |
| ADJUDICATION OF CERTAIN LEGAL DISPUTES. | | | |
| 6. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION. | | | |
Page 7 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| COACH, INC. | | |
| Security | 189754104 | Meeting Type | Annual |
| Ticker Symbol | COH | Meeting Date | 10-Nov-2016 |
| ISIN | US1897541041 | Agenda | 934485120 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: DAVID DENTON | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: ANDREA GUERRA | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: SUSAN KROPF | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: ANNABELLE YU LONG | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: VICTOR LUIS | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: IVAN MENEZES | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: WILLIAM NUTI | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: STEPHANIE TILENIUS | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: JIDE ZEITLIN | Management | For | For |
| 2. | THE RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR THE FISCAL YEAR ENDING JULY 1, 2017. | | | |
| 3. | THE APPROVAL OF THE COMPANY'S EXECUTIVE | Management | Against | Against |
| COMPENSATION …(DUE TO SPACE LIMITS, SEE | | | |
| PROXY STATEMENT FOR FULL PROPOSAL). | | | |
| 4. | THE APPROVAL OF THE AMENDED AND RESTATED | Management | Against | Against |
| COACH, INC. 2010 STOCK INCENTIVE PLAN (AMENDED | | | |
| AND RESTATED AS OF SEPTEMBER 23, 2016). | | | |
| 5. | THE APPROVAL OF THE AMENDED AND RESTATED | Management | For | For |
| COACH, INC. EMPLOYEE STOCK PURCHASE PLAN. | | | |
| 6. | A STOCKHOLDER PROPOSAL ENTITLED "NET-ZERO | Shareholder | Against | For |
| GREENHOUSE GAS EMISSIONS BY 2030" IF | | | |
| PROPERLY PRESENTED AT THE ANNUAL MEETING. | | | |
| VIAVI SOLUTIONS INC | | |
| Security | 925550105 | Meeting Type | Annual |
| Ticker Symbol | VIAV | Meeting Date | 15-Nov-2016 |
| ISIN | US9255501051 | Agenda | 934486499 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: RICHARD BELLUZZO | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: KEITH BARNES | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: TOR BRAHAM | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: TIMOTHY CAMPOS | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: DONALD COLVIN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: MASOOD JABBAR | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: PAMELA STRAYER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: OLEG KHAYKIN | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT PUBLIC ACCOUNTING FIRM FOR | | | |
| VIAVI SOLUTIONS INC. FOR THE FISCAL YEAR | | | |
| ENDING JULY 1, 2017. | | | |
| 3. | TO APPROVE, BY NON-BINDING ADVISORY VOTE, | Management | For | For |
| THE COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
Page 8 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| RESMED INC. | | |
| Security | 761152107 | Meeting Type | Annual |
| Ticker Symbol | RMD | Meeting Date | 16-Nov-2016 |
| ISIN | US7611521078 | Agenda | 934486386 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: CAROL BURT | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: RICH SULPIZIO | Management | For | For |
| 2. | RATIFY OUR APPOINTMENT OF KPMG LLP AS OUR | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2017. | | | |
| 3. | APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION PAID TO OUR NAMED EXECUTIVE | | | |
| OFFICERS, AS DESCRIBED IN THE PROXY | | | |
| STATEMENT. | | | |
| ENVISION HEALTHCARE HOLDINGS, INC. |
| Security | 29413U103 | Meeting Type | Special |
| Ticker Symbol | EVHC | Meeting Date | 28-Nov-2016 |
| ISIN | US29413U1034 | Agenda | 934493545 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | ADOPTION OF MERGER AGREEMENT. TO | Management | For | For |
| CONSIDER AND VOTE ON A PROPOSAL TO ADOPT | | | |
| THE MERGER AGREEMENT, BY AND AMONG | | | |
| ENVISION, AMSURG, AND NEWCO, A COPY OF | | | |
| WHICH IS ATTACHED AS ANNEX A TO THE JOINT | | | |
| PROXY STATEMENT/PROSPECTUS ACCOMPANYING | | | |
| THIS NOTICE, AND THE TRANSACTIONS | | | |
| CONTEMPLATED BY THE MERGER AGREEMENT (THE | | | |
| "ENVISION MERGER PROPOSAL") | | | |
| 2. | ADVISORY VOTE REGARDING MERGER-RELATED | Management | For | For |
| NAMED EXECUTIVE OFFICER COMPENSATION. TO | | | |
| CONSIDER AND VOTE ON A NON-BINDING, | | | |
| ADVISORY PROPOSAL TO APPROVE THE | | | |
| COMPENSATION THAT MAY BECOME PAYABLE TO | | | |
| ENVISION'S NAMED EXECUTIVE OFFICERS IN | | | |
| CONNECTION WITH THE CONSUMMATION OF THE | | | |
| MERGERS (THE "ENVISION COMPENSATION | | | |
| PROPOSAL"). | | | |
| 3. | ADJOURNMENT OF SPECIAL MEETING. TO | Management | For | For |
| CONSIDER AND VOTE ON A PROPOSAL TO | | | |
| ADJOURN THE ENVISION SPECIAL MEETING, IF | | | |
| NECESSARY OR APPROPRIATE, TO SOLICIT | | | |
| ADDITIONAL PROXIES IF THERE ARE NOT | | | |
| SUFFICIENT VOTES TO APPROVE THE ENVISION | | | |
| MERGER PROPOSAL (THE "ENVISION | | | |
| ADJOURNMENT PROPOSAL"). | | | |
| FMC TECHNOLOGIES, INC. | | |
| Security | 30249U101 | Meeting Type | Special |
| Ticker Symbol | FTI | Meeting Date | 05-Dec-2016 |
| ISIN | US30249U1016 | Agenda | 934495311 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | PROPOSAL TO ADOPT THE BUSINESS | Management | For | For |
| COMBINATION AGREEMENT, DATED AS OF JUNE 14, | | | |
| 2016 (THE "BUSINESS COMBINATION AGREEMENT"), | | | |
| AMONG FMCTI, TECHNIP S.A. AND TECHNIPFMC | | | |
| LIMITED | | | |
| 2. | PROPOSAL TO APPROVE ANY MOTION TO | Management | For | For |
| ADJOURN THE FMCTI SPECIAL MEETING TO | | | |
| ANOTHER TIME OR PLACE, IF NECESSARY OR | | | |
| APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF | | | |
| THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE | | | |
| FMCTI SPECIAL MEETING TO APPROVE ITEM 1 | | | |
| 3. | PROPOSAL TO APPROVE, ON A NON-BINDING, | Management | Against | Against |
| ADVISORY BASIS, CERTAIN COMPENSATION | | | |
| ARRANGEMENTS FOR FMCTI'S NAMED EXECUTIVE | | | |
| OFFICERS IN CONNECTION WITH THE | | | |
| TRANSACTIONS CONTEMPLATED BY THE | | | |
| BUSINESS COMBINATION AGREEMENT, WHICH ARE | | | |
| DISCLOSED IN THE SECTION ENTITLED | | | |
| "STOCKHOLDER VOTE ON CERTAIN | | | |
| COMPENSATORY ARRANGEMENTS" OF THE PROXY | | | |
| STATEMENT/PROSPECTUS | | | |
| 4. | RECOMMENDATION, ON A NON-BINDING, ADVISORY | Management | 1 Year | For |
| BASIS, WITH RESPECT TO THE FREQUENCY OF | | | |
| FUTURE ADVISORY VOTES ON FMCTI'S EXECUTIVE | | | |
| COMPENSATION | | | |
Page 9 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| D.R. HORTON, INC. | | |
| Security | 23331A109 | Meeting Type | Annual |
| Ticker Symbol | DHI | Meeting Date | 19-Jan-2017 |
| ISIN | US23331A1097 | Agenda | 934514147 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: DONALD R. HORTON | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: BARBARA K. ALLEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: BRAD S. ANDERSON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: MICHAEL R. BUCHANAN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MICHAEL W. HEWATT | Management | For | For |
| 2. | APPROVAL OF THE ADVISORY RESOLUTION ON | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 3. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM. | | | |
| MUELLER WATER PRODUCTS, INC. | | |
| Security | 624758108 | Meeting Type | Annual |
| Ticker Symbol | MWA | Meeting Date | 25-Jan-2017 |
| ISIN | US6247581084 | Agenda | 934514426 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | SHIRLEY C. FRANKLIN | | For | For |
| 2 | THOMAS J. HANSEN | | For | For |
| 3 | GREGORY E. HYLAND | | For | For |
| 4 | JERRY W. KOLB | | For | For |
| 5 | MARK J. O'BRIEN | | For | For |
| 6 | BERNARD G. RETHORE | | For | For |
| 7 | LYDIA W. THOMAS | | For | For |
| 8 | MICHAEL T. TOKARZ | | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3. | TO RECOMMEND, ON AN ADVISORY BASIS, THE | Management | 1 Year | For |
| FREQUENCY OF THE STOCKHOLDER VOTE TO | | | |
| APPROVE EXECUTIVE COMPENSATION. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG | Management | For | For |
| LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE | | | |
| FISCAL YEAR ENDING SEPTEMBER 30, 2017. | | | |
Page 10 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| NXP SEMICONDUCTORS NV. | | |
| Security | N6596X109 | Meeting Type | Special |
| Ticker Symbol | NXPI | Meeting Date | 27-Jan-2017 |
| ISIN | NL0009538784 | Agenda | 934520897 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 3.A | THE PROPOSAL TO APPOINT MR. STEVE | Management | For | For |
| MOLLENKOPF AS EXECUTIVE DIRECTOR SUBJECT TO | | | |
| AND CONDITIONAL UPON THE OCCURRENCE OF AND | | | |
| EFFECTIVE AS OF CLOSING. | | | |
| 3.B | THE PROPOSAL TO APPOINT MR. DEREK K. ABERLE AS | Management | For | For |
| NON-EXECUTIVE …(DUE TO SPACE LIMITS, SEE PROXY | | | |
| MATERIAL FOR FULL PROPOSAL). | | | |
| 3.C | THE PROPOSAL TO APPOINT MR. GEORGE S. DAVIS AS | Management | For | For |
| NON-EXECUTIVE DIRECTOR SUBJECT TO AND | | | |
| CONDITIONAL UPON THE OCCURRENCE OF AND | | | |
| EFFECTIVE AS OF CLOSING. | | | |
| 3.D | THE PROPOSAL TO APPOINT MR. DONALD J. | Management | For | For |
| ROSENBERG AS NON-EXECUTIVE …(DUE TO SPACE | | | |
| LIMITS, SEE PROXY MATERIAL FOR FULL | | | |
| PROPOSAL). | | | |
| 3.E | THE PROPOSAL TO APPOINT MR. BRIAN MODOFF | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR SUBJECT TO AND | | | |
| CONDITIONAL UPON THE OCCURRENCE OF AND | | | |
| EFFECTIVE AS OF CLOSING. | | | |
| 4. | THE PROPOSAL TO GRANT FULL AND FINAL | Management | For | For |
| DISCHARGE TO EACH MEMBER …(DUE TO SPACE | | | |
| LIMITS, SEE PROXY MATERIAL FOR FULL | | | |
| PROPOSAL). | | | |
| 5.A | THE PROPOSAL TO APPROVE OF THE ASSET SALE | Management | For | For |
| AS REQUIRED UNDER ARTICLE 2:107A OF THE | | | |
| DUTCH CIVIL CODE CONDITIONAL UPON AND | | | |
| SUBJECT TO (I) BUYER HAVING ACCEPTED FOR | | | |
| PAYMENT THE ACQUIRED SHARES AND (II) THE | | | |
| NUMBER OF ACQUIRED SHARES MEETING THE | | | |
| ASSET SALE THRESHOLD. | | | |
| 5.B | THE PROPOSAL TO (I) DISSOLVE NXP (II) APPOINT | Management | For | For |
| STICHTING …(DUE TO SPACE LIMITS, SEE PROXY | | | |
| MATERIAL FOR FULL PROPOSAL). | | | |
| 6.A | THE PROPOSAL TO AMEND NXP'S ARTICLES OF | Management | For | For |
| ASSOCIATION, SUBJECT TO CLOSING. | | | |
| 6.B | THE PROPOSAL TO CONVERT NXP AND AMEND THE | Management | For | For |
| ARTICLES OF ASSOCIATION, SUBJECT TO | | | |
| DELISTING OF NXP FROM NASDAQ. | | | |
Page 11 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| ROCKWELL AUTOMATION, INC. | | |
| Security | 773903109 | Meeting Type | Annual |
| Ticker Symbol | ROK | Meeting Date | 07-Feb-2017 |
| ISIN | US7739031091 | Agenda | 934515050 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | | by | | Management |
| A. | DIRECTOR | | Management | | |
| 1 | STEVEN R. KALMANSON | | For | For |
| 2 | JAMES P. KEANE | | For | For |
| 3 | BLAKE D. MORET | | For | For |
| 4 | DONALD R. PARFET | | For | For |
| 5 | THOMAS W. ROSAMILIA | | For | For |
| B. | TO APPROVE THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE CORPORATION'S | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM. | | | |
| C. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE CORPORATION'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| D. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | 1 Year | For |
| FREQUENCY OF THE VOTE ON THE | | | |
| COMPENSATION OF THE CORPORATION'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| INFINEON TECHNOLOGIES AG | | |
| Security | 45662N103 | Meeting Type | Annual |
| Ticker Symbol | IFNNY | Meeting Date | 16-Feb-2017 |
| ISIN | US45662N1037 | Agenda | 934523538 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | | by | | Management |
| 2. | ALLOCATION OF UNAPPROPRIATED PROFIT | Management | For | For |
| 3. | APPROVAL OF THE ACTS OF THE MEMBERS OF THE | Management | For | For |
| MANAGEMENT BOARD | | | |
| 4. | APPROVAL OF THE ACTS OF THE MEMBERS OF THE | Management | For | For |
| SUPERVISORY BOARD | | | |
| 5. | APPOINTMENT OF THE AUDITOR | Management | For | For |
| 6. | ELECTION OF A SUPERVISORY BOARD MEMBER | Management | For | For |
| 7. | CONCLUSION OF DOMINATION AND PROFIT | Management | For | For |
| TRANSFER AGREEMENT WITH INFINEON | | | |
| TECHNOLOGIES MANTEL 28 GMBH | | | |
| 8. | CONCLUSION OF DOMINATION AND PROFIT | Management | For | For |
| TRANSFER AGREEMENT WITH INFINEON | | | |
| TECHNOLOGIES MANTEL 29 GMBH | | | |
Page 12 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| LIQUIDITY SERVICES, INC. | | |
| Security | 53635B107 | Meeting Type | Annual |
| Ticker Symbol | LQDT | Meeting Date | 23-Feb-2017 |
| ISIN | US53635B1070 | Agenda | 934524960 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | PHILLIP A. CLOUGH | | For | For |
| 2 | GEORGE H. ELLIS | | For | For |
| 3 | JAIME MATEUS-TIQUE | | For | For |
| 2. | RATIFICATION OF ERNST & YOUNG LLP AS THE | Management | For | For |
| COMPANY'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL 2017. | | | |
| 3. | APPROVAL OF AN ADVISORY RESOLUTION ON | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4. | APPROVAL OF AN AMENDMENT AND | Management | Against | Against |
| RESTATEMENT OF THE 2006 OMNIBUS LONG-TERM | | | |
| INCENTIVE PLAN TO INCREASE THE AUTHORIZED | | | |
| NUMBER OF SHARES AND TO MAKE CERTAIN OTHER | | | |
| CHANGES. | | | | |
| 5. | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| CONDUCTING FUTURE ADVISORY VOTES ON | | | |
| EXECUTIVE COMPENSATION. | | | |
| HELMERICH & PAYNE, INC. |
| Security | 423452101 | Meeting Type | Annual |
| Ticker Symbol | HP | Meeting Date | 01-Mar-2017 |
| ISIN | US4234521015 | Agenda | 934522512 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: RANDY A. FOUTCH | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: HANS HELMERICH | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JOHN W. LINDSAY | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: PAULA MARSHALL | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: THOMAS A. PETRIE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: DONALD F. ROBILLARD, | Management | For | For |
| JR. | | | |
| 1G. | ELECTION OF DIRECTOR: EDWARD B. RUST, JR. | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JOHN D. ZEGLIS | Management | For | For |
| 2. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| AUDITORS FOR 2017. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE COMPENSATION | Management | For | For |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF THE | Management | 1 Year | N/A |
| ADVISORY VOTE ON EXECUTIVE COMPENSATION. | | | |
Page 13 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| | | |
| HOLOGIC, INC. |
| Security | 436440101 | Meeting Type | Annual |
| Ticker Symbol | HOLX | Meeting Date | 08-Mar-2017 |
| ISIN | US4364401012 | Agenda | 934522423 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | CHRISTOPHER J. COUGHLIN | | For | For |
| 2 | SALLY W. CRAWFORD | | For | For |
| 3 | SCOTT T. GARRETT | | For | For |
| 4 | LAWRENCE M. LEVY | | For | For |
| 5 | STEPHEN P. MACMILLAN | | For | For |
| 6 | CHRISTIANA STAMOULIS | | For | For |
| 7 | ELAINE S. ULLIAN | | For | For |
| 8 | AMY M. WENDELL | | For | For |
| 2. | A NON-BINDING ADVISORY RESOLUTION TO | Management | For | For |
| APPROVE EXECUTIVE COMPENSATION. | | | |
| 3. | TO RECOMMEND, BY NON-BINDING VOTE, THE | Management | 1 Year | For |
| FREQUENCY OF EXECUTIVE COMPENSATION | | | |
| VOTES. | | | | |
| 4. | AMENDMENT TO HOLOGIC'S FIFTH AMENDED AND | Management | For | For |
| RESTATED BYLAWS. | | | |
| 5. | RATIFICATION OF THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR FISCAL 2017. | | | |
| TOLL BROTHERS, INC. |
| Security | 889478103 | Meeting Type | Annual |
| Ticker Symbol | TOL | Meeting Date | 14-Mar-2017 |
| ISIN | US8894781033 | Agenda | 934527916 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | ELECTION OF DIRECTOR: ROBERT I. TOLL | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: DOUGLAS C. YEARLEY, | Management | For | For |
| JR. | | | |
| 1.3 | ELECTION OF DIRECTOR: EDWARD G. BOEHNE | Management | For | For |
| 1.4 | ELECTION OF DIRECTOR: RICHARD J. BRAEMER | Management | For | For |
| 1.5 | ELECTION OF DIRECTOR: CHRISTINE N. GARVEY | Management | For | For |
| 1.6 | ELECTION OF DIRECTOR: CARL B. MARBACH | Management | For | For |
| 1.7 | ELECTION OF DIRECTOR: JOHN A. MCLEAN | Management | For | For |
| 1.8 | ELECTION OF DIRECTOR: STEPHEN A. NOVICK | Management | For | For |
| 1.9 | ELECTION OF DIRECTOR: PAUL E. SHAPIRO | Management | For | For |
| 2. | THE RATIFICATION OF THE RE-APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR THE 2017 FISCAL YEAR. | | | |
| 3. | THE APPROVAL, IN AN ADVISORY AND NON- | Management | For | For |
| BINDING VOTE, OF THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 4. | THE RECOMMENDATION, IN AN ADVISORY AND | Management | 1 Year | For |
| NON-BINDING VOTE, WHETHER A NONBINDING | | | |
| STOCKHOLDER VOTE TO APPROVE THE | | | |
| COMPENSATION OF THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS SHOULD OCCUR EVERY | | | |
| ONE, TWO OR THREE YEARS. | | | |
| 5. | THE APPROVAL OF THE TOLL BROTHERS, INC. | Management | For | For |
| EMPLOYEE STOCK PURCHASE PLAN (2017). | | | |
Page 14 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| A.O. SMITH CORPORATION |
| Security | 831865209 | Meeting Type | Annual |
| Ticker Symbol | AOS | Meeting Date | 13-Apr-2017 |
| ISIN | US8318652091 | Agenda | 934533159 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | GLOSTER B. CURRENT, JR. | | For | For |
| 2 | WILLIAM P. GREUBEL | | For | For |
| 3 | IDELLE K. WOLF | | For | For |
| 4 | GENE C. WULF | | For | For |
| 2. | PROPOSAL TO APPROVE, BY NONBINDING | Management | For | For |
| ADVISORY VOTE, THE COMPENSATION OF OUR | | | |
| NAMED EXECUTIVE OFFICERS | | | |
| 3. | PROPOSAL TO RECOMMEND, BY NONBINDING | Management | 1 Year | For |
| ADVISORY VOTE, THE FREQUENCY OF FUTURE | | | |
| ADVISORY VOTES ON THE COMPENSATION OF OUR | | | |
| NAMED EXECUTIVE OFFICERS | | | |
| 4. | PROPOSAL TO RATIFY THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF THE | | | |
| CORPORATION | | | |
| 5. | PROPOSAL TO APPROVE PERFORMANCE GOALS | Management | For | For |
| AND RELATED MATTERS UNDER THE A.O. SMITH | | | |
| COMBINED INCENTIVE COMPENSATION PLAN | | | |
| REGIONS FINANCIAL CORPORATION |
| Security | 7591EP100 | Meeting Type | Annual |
| Ticker Symbol | RF | Meeting Date | 20-Apr-2017 |
| ISIN | US7591EP1005 | Agenda | 934537486 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: CAROLYN H. BYRD | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: DAVID J. COOPER, SR. | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DON DEFOSSET | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: SAMUEL A. DI PIAZZA, JR. | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: ERIC C. FAST | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: O. B. GRAYSON HALL, JR. | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: JOHN D. JOHNS | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: RUTH ANN MARSHALL | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: SUSAN W. MATLOCK | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: JOHN E. MAUPIN, JR. | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: CHARLES D. MCCRARY | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: JAMES T. PROKOPANKO | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: LEE J. STYSLINGER III | Management | For | For |
| 1N. | ELECTION OF DIRECTOR: JOSE S. SUQUET | Management | For | For |
| 2. | RATIFICATION OF APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2017. | | | |
| 3. | NONBINDING STOCKHOLDER APPROVAL OF | Management | For | For |
| EXECUTIVE COMPENSATION | | | |
Page 15 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| HANESBRANDS INC. |
| Security | 410345102 | Meeting Type | Annual |
| Ticker Symbol | HBI | Meeting Date | 25-Apr-2017 |
| ISIN | US4103451021 | Agenda | 934534593 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: GERALD W. EVANS, JR. | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: BOBBY J. GRIFFIN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JAMES C. JOHNSON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JESSICA T. MATHEWS | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: FRANCK J. MOISON | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: ROBERT F. MORAN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: RONALD L. NELSON | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: RICHARD A. NOLL | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: DAVID V. SINGER | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: ANN E. ZIEGLER | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| HANESBRANDS' INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR HANESBRANDS' | | | |
| 2017 FISCAL YEAR | | | |
| 3. | TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE | Management | For | For |
| COMPENSATION AS DESCRIBED IN THE PROXY | | | |
| STATEMENT FOR THE ANNUAL MEETING | | | |
| 4. | TO RECOMMEND, ON AN ADVISORY BASIS, THE | Management | 1 Year | For |
| FREQUENCY OF FUTURE ADVISORY VOTES | | | |
| REGARDING EXECUTIVE COMPENSATION | | | |
Page 16 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| NOBLE ENERGY, INC. |
| Security | 655044105 | Meeting Type | Annual |
| Ticker Symbol | NBL | Meeting Date | 25-Apr-2017 |
| ISIN | US6550441058 | Agenda | 934535660 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: JEFFREY L. BERENSON | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MICHAEL A. CAWLEY | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: EDWARD F. COX | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JAMES E. CRADDOCK | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: THOMAS J. EDELMAN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: KIRBY L. HEDRICK | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: DAVID L. STOVER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: SCOTT D. URBAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: WILLIAM T. VAN KLEEF | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: MOLLY K. WILLIAMSON | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT AUDITOR BY THE COMPANY'S AUDIT | | | |
| COMMITTEE. | | | |
| 3. | TO APPROVE, IN AN ADVISORY VOTE, EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | TO APPROVE, IN AN ADVISORY VOTE, THE | Management | 1 Year | For |
| FREQUENCY OF THE STOCKHOLDER VOTE ON | | | |
| EXECUTIVE COMPENSATION. | | | |
| 5. | TO APPROVE THE 2017 LONG-TERM INCENTIVE | Management | For | For |
| PLAN. | | | |
| 6. | TO CONSIDER A STOCKHOLDER PROPOSAL | Shareholder | Against | For |
| REQUESTING A PUBLISHED ASSESSMENT OF | | | |
| CLIMATE CHANGE POLICY IMPACTS, IF PROPERLY | | | |
| PRESENTED AT THE MEETING. | | | |
Page 17 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| SUNTRUST BANKS, INC. |
| Security | 867914103 | Meeting Type | Annual |
| Ticker Symbol | STI | Meeting Date | 25-Apr-2017 |
| ISIN | US8679141031 | Agenda | 934537121 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: DALLAS S. CLEMENT | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: PAUL R. GARCIA | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: M. DOUGLAS IVESTER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: KYLE PRECHTL LEGG | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: DONNA S. MOREA | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: DAVID M. RATCLIFFE | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: WILLIAM H. ROGERS, JR. | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: AGNES BUNDY SCANLAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: FRANK P. SCRUGGS, JR. | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: BRUCE L. TANNER | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: THOMAS R. WATJEN | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: DR. PHAIL WYNN, JR. | Management | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPANY'S EXECUTIVE COMPENSATION. | | | |
| 3. | TO RECOMMEND THAT A NON-BINDING, ADVISORY | Management | 1 Year | For |
| VOTE TO APPROVE THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS BE PUT TO | | | |
| SHAREHOLDERS FOR THEIR CONSIDERATION EVERY: | | | |
| ONE; TWO; OR THREE YEARS. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG | Management | For | For |
| LLP AS OUR INDEPENDENT AUDITOR FOR 2017. | | | |
| FIRST HORIZON NATIONAL CORPORATION |
| Security | 320517105 | Meeting Type | Annual |
| Ticker Symbol | FHN | Meeting Date | 25-Apr-2017 |
| ISIN | US3205171057 | Agenda | 934540837 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: JOHN C. COMPTON | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MARK A. EMKES | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: CORYDON J. GILCHRIST | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: D. BRYAN JORDAN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: R. BRAD MARTIN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: SCOTT M. NISWONGER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: VICKI R. PALMER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: COLIN V. REED | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: CECELIA D. STEWART | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: RAJESH SUBRAMANIAM | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: LUKE YANCY III | Management | For | For |
| 2. | APPROVAL OF AN ADVISORY RESOLUTION TO | Management | For | For |
| APPROVE EXECUTIVE COMPENSATION. | | | |
| 3. | VOTE ON AN ADVISORY RESOLUTION ON THE | Management | 1 Year | For |
| FREQUENCY (WHETHER EVERY YEAR, EVERY TWO | | | |
| YEARS OR EVERY THREE YEARS) OF FUTURE VOTES | | | |
| ON AN ADVISORY RESOLUTION ON EXECUTIVE | | | |
| COMPENSATION. | | | |
| 4. | RATIFICATION OF APPOINTMENT OF KPMG LLP AS | Management | For | For |
| AUDITORS. | | | |
Page 18 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| ASSOCIATED BANC-CORP |
| Security | 045487105 | Meeting Type | Annual |
| Ticker Symbol | ASB | Meeting Date | 25-Apr-2017 |
| ISIN | US0454871056 | Agenda | 934541524 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | JOHN F. BERGSTROM | | For | For |
| 2 | PHILIP B. FLYNN | | For | For |
| 3 | R. JAY GERKEN | | For | For |
| 4 | JUDITH P. GREFFIN | | For | For |
| 5 | WILLIAM R. HUTCHINSON | | For | For |
| 6 | ROBERT A. JEFFE | | For | For |
| 7 | EILEEN A. KAMERICK | | For | For |
| 8 | GALE E. KLAPPA | | For | For |
| 9 | RICHARD T. LOMMEN | | For | For |
| 10 | CORY L. NETTLES | | For | For |
| 11 | KAREN T. VAN LITH | | For | For |
| 12 | JOHN (JAY) B. WILLIAMS | | For | For |
| 2. | THE APPROVAL OF THE ASSOCIATED BANC-CORP | Management | For | For |
| 2017 INCENTIVE COMPENSATION PLAN. | | | |
| 3. | ADVISORY APPROVAL OF ASSOCIATED BANC- | Management | For | For |
| CORP'S NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 4. | THE RATIFICATION OF THE SELECTION OF KPMG | Management | For | For |
| LLP AS THE INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR ASSOCIATED BANC-CORP FOR | | | |
| THE YEAR ENDING DECEMBER 31, 2017. | | | |
| NORTHERN TRUST CORPORATION |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 25-Apr-2017 |
| ISIN | US6658591044 | Agenda | 934542918 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: LINDA WALKER BYNOE | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: SUSAN CROWN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DEAN M. HARRISON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JAY L. HENDERSON | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MICHAEL G. O'GRADY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JOSE LUIS PRADO | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: THOMAS E. RICHARDS | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JOHN W. ROWE | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: MARTIN P. SLARK | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: DAVID H. B. SMITH, JR. | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: DONALD THOMPSON | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: CHARLES A. TRIBBETT III | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: FREDERICK H. WADDELL | Management | For | For |
| 2. | APPROVAL, BY AN ADVISORY VOTE, OF THE 2016 | Management | For | For |
| COMPENSATION OF THE CORPORATION'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3. | RECOMMENDATION, BY AN ADVISORY VOTE, ON | Management | 1 Year | For |
| THE FREQUENCY WITH WHICH THE CORPORATION | | | |
| SHOULD HOLD ADVISORY VOTES ON EXECUTIVE | | | |
| COMPENSATION. | | | |
| 4. | APPROVAL OF THE NORTHERN TRUST | Management | For | For |
| CORPORATION 2017 LONG-TERM INCENTIVE PLAN. | | | |
| 5. | RATIFICATION OF THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE CORPORATION'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE | | | |
| FISCAL YEAR ENDING DECEMBER 31, 2017. | | | |
Page 19 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| STILLWATER MINING COMPANY |
| Security | 86074Q102 | Meeting Type | Annual |
| Ticker Symbol | SWC | Meeting Date | 25-Apr-2017 |
| ISIN | US86074Q1022 | Agenda | 934554329 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | TO ADOPT THE AGREEMENT AND PLAN OF | Management | For | For |
| MERGER, DATED DECEMBER 9, 2016 (AS IT MAY BE | | | |
| AMENDED FROM TIME TO TIME, THE "MERGER | | | |
| | AGREEMENT"), AMONG STILLWATER MINING | | | |
| COMPANY ("STILLWATER"),SIBANYE GOLD LIMITED, A | | | |
| PUBLIC COMPANY ORGANIZED UNDER THE LAWS OF | | | |
| SOUTH AFRICA ("SIBANYE"), THOR US HOLDCO INC., A | | | |
| DELAWARE CORPORATION AND AN INDIRECT | | | |
| WHOLLY OWNED SUBSIDIARY OF SIBANYE ("US | | | |
| HOLDCO"), AND THOR MERGCO INC., A DELAWARE | | | |
| CORPORATION AND A DIRECT | | | |
| WHOLLY …(DUE TO SPACE LIMITS, SEE PROXY | | | |
| STATEMENT FOR FULL PROPOSAL). | | | |
| 2. | TO APPROVE, ON AN ADVISORY (NON-BINDING) | Management | Against | Against |
| BASIS, CERTAIN COMPENSATION THAT MAY BE | | | |
| PAID OR BECOME PAYABLE TO THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS IN CONNECTION | | | |
| WITH THE MERGER. | | | |
| 3A. | ELECTION OF DIRECTOR: GEORGE M. BEE | Management | For | For |
| 3B. | ELECTION OF DIRECTOR: MICHAEL J. MCMULLEN | Management | For | For |
| 3C. | ELECTION OF DIRECTOR: PATRICE E. MERRIN | Management | For | For |
| 3D. | ELECTION OF DIRECTOR: LAWRENCE PETER | Management | For | For |
| O'HAGAN | | | |
| 3E. | ELECTION OF DIRECTOR: MICHAEL S. PARRETT | Management | For | For |
| 3F. | ELECTION OF DIRECTOR: BRIAN D. SCHWEITZER | Management | For | For |
| 3G. | ELECTION OF DIRECTOR: GARY A. SUGAR | Management | For | For |
| 4. | TO RATIFY THE APPOINTMENT OF KPMG LLP AS | Management | For | For |
| THE COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2017. | | | |
| 5. | TO CONDUCT AN ADVISORY (NON-BINDING) VOTE | Management | For | For |
| ON NAMED EXECUTIVE OFFICER COMPENSATION | | | |
| FOR 2017. | | | |
| 6. | TO CONDUCT AN ADVISORY (NON-BINDING) VOTE | Management | 1 Year | For |
| ON THE FREQUENCY OF HOLDING FUTURE | | | |
| ADVISORY VOTES ON EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 7. | TO APPROVE THE COMPANY'S EQUITY INCENTIVE | Management | Against | Against |
| PLAN. | | | |
| 8. | TO CONDUCT SUCH OTHER BUSINESS PROPERLY | Management | For | For |
| PRESENTED AT THE ANNUAL MEETING OR ANY | | | |
| POSTPONEMENTS OR ADJOURNMENTS THEREOF. | | | |
| 9. | TO APPROVE THE ADJOURNMENT OF THE ANNUAL | Management | For | For |
| MEETING, IF NECESSARY OR APPROPRIATE, | | | |
| INCLUDING FOR THE PURPOSE OF SOLICITING | | | |
| ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT | | | |
| VOTES AT THE TIME OF THE ANNUAL MEETING TO | | | |
| APPROVE THE PROPOSALS PRESENTED OR IN THE | | | |
| ABSENCE OF A QUORUM. | | | |
Page 20 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| W.W. GRAINGER, INC. |
| Security | 384802104 | Meeting Type | Annual |
| Ticker Symbol | GWW | Meeting Date | 26-Apr-2017 |
| ISIN | US3848021040 | Agenda | 934542691 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | RODNEY C. ADKINS | | For | For |
| 2 | BRIAN P. ANDERSON | | For | For |
| 3 | V. ANN HAILEY | | For | For |
| 4 | STUART L. LEVENICK | | For | For |
| 5 | D.G. MACPHERSON | | For | For |
| 6 | NEIL S. NOVICH | | For | For |
| 7 | MICHAEL J. ROBERTS | | For | For |
| 8 | JAMES T. RYAN | | For | For |
| 9 | E. SCOTT SANTI | | For | For |
| 10 | JAMES D. SLAVIK | | For | For |
| 2. | PROPOSAL TO RATIFY THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS INDEPENDENT AUDITOR | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2017. | | | |
| 3. | SAY ON PAY: ADVISORY PROPOSAL TO APPROVE | Management | For | For |
| COMPENSATION OF THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4. | SAY WHEN ON PAY: ADVISORY PROPOSAL TO | Management | 1 Year | For |
| SELECT THE FREQUENCY OF THE ADVISORY VOTE ON | | | |
| COMPENSATION OF THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
Page 21 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| SCANA CORPORATION |
| Security | 80589M102 | Meeting Type | Annual |
| Ticker Symbol | SCG | Meeting Date | 27-Apr-2017 |
| ISIN | US80589M1027 | Agenda | 934563431 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | JOHN F.A.V. CECIL | | For | For |
| 2 | D. MAYBANK HAGOOD | | For | For |
| 3 | ALFREDO TRUJILLO | | For | For |
| 2. | ADVISORY (NON-BINDING) VOTE TO APPROVE | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 3. | ADVISORY (NON-BINDING) VOTE ON THE | Management | 1 Year | For |
| FREQUENCY OF THE EXECUTIVE COMPENSATION | | | |
| VOTE. | | | |
| 4. | APPROVAL OF THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM. | | | |
| 5. | APPROVAL OF BOARD-PROPOSED AMENDMENTS | Management | For | For |
| TO ARTICLE 8 OF OUR ARTICLES OF | | | |
| INCORPORATION TO DECLASSIFY THE BOARD OF | | | |
| DIRECTORS AND PROVIDE FOR THE ANNUAL | | | |
| ELECTION OF ALL DIRECTORS. | | | |
| HARLEY-DAVIDSON, INC. |
| Security | 412822108 | Meeting Type | Annual |
| Ticker Symbol | HOG | Meeting Date | 29-Apr-2017 |
| ISIN | US4128221086 | Agenda | 934541841 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | TROY ALSTEAD | | For | For |
| 2 | R. JOHN ANDERSON | | For | For |
| 3 | MICHAEL J. CAVE | | For | For |
| 4 | ALLAN GOLSTON | | For | For |
| 5 | MATTHEW S. LEVATICH | | For | For |
| 6 | SARA L. LEVINSON | | For | For |
| 7 | N. THOMAS LINEBARGER | | For | For |
| 8 | BRIAN R. NICCOL | | For | For |
| 9 | MARYROSE T. SYLVESTER | | For | For |
| 10 | JOCHEN ZEITZ | | For | For |
| 2. | TO APPROVE, BY ADVISORY VOTE, THE | Management | For | For |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 3. | TO CONSIDER THE FREQUENCY OF THE ADVISORY | Management | 1 Year | For |
| VOTE ON THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4. | TO RATIFY THE SELECTION OF ERNST & YOUNG | Management | For | For |
| LLP, INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM, TO BE THE AUDITORS FOR THE | | | |
| FISCAL YEAR ENDING DECEMBER 31, 2017. | | | |
Page 22 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| TOPBUILD CORP |
| Security | 89055F103 | Meeting Type | Annual |
| Ticker Symbol | BLD | Meeting Date | 01-May-2017 |
| ISIN | US89055F1030 | Agenda | 934545281 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | MARK A. PETRARCA | | For | For |
| 2 | MARGARET M. WHELAN | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE COMPANY'S FISCAL | | | |
| YEAR ENDING DECEMBER 31, 2017. | | | |
| 3. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| REGAL BELOIT CORPORATION |
| Security | 758750103 | Meeting Type | Annual |
| Ticker Symbol | RBC | Meeting Date | 01-May-2017 |
| ISIN | US7587501039 | Agenda | 934546853 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: CHRISTOPHER L. DOERR | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: THOMAS J. FISCHER | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: MARK J. GLIEBE | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: RAKESH SACHDEV | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: CURTIS W. STOELTING | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JANE L. WARNER | Management | For | For |
| 2. | ADVISORY VOTE ON THE COMPENSATION OF THE | Management | For | For |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY OF THE | Management | 1 Year | For |
| ADVISORY VOTE ON THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 4. | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT AUDITORS FOR | | | |
| THE COMPANY FOR THE YEAR ENDING DECEMBER 30, | | | |
| 2017. | | | |
Page 23 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| DIAMONDROCK HOSPITALITY CO |
| Security | 252784301 | Meeting Type | Annual |
| Ticker Symbol | DRH | Meeting Date | 02-May-2017 |
| ISIN | US2527843013 | Agenda | 934549594 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | ELECTION OF DIRECTOR: WILLIAM W. MCCARTEN | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: DANIEL J. ALTOBELLO | Management | For | For |
| 1.3 | ELECTION OF DIRECTOR: TIMOTHY R. CHI | Management | For | For |
| 1.4 | ELECTION OF DIRECTOR: MAUREEN L. MCAVEY | Management | For | For |
| 1.5 | ELECTION OF DIRECTOR: GILBERT T. RAY | Management | For | For |
| 1.6 | ELECTION OF DIRECTOR: WILLIAM J. SHAW | Management | For | For |
| 1.7 | ELECTION OF DIRECTOR: BRUCE D. WARDINSKI | Management | For | For |
| 1.8 | ELECTION OF DIRECTOR: MARK W. BRUGGER | Management | For | For |
| 2. | TO APPROVE, ON A NON-BINDING, ADVISORY | Management | For | For |
| BASIS, THE COMPENSATION OF THE NAMED | | | |
| EXECUTIVE OFFICERS, AS DISCLOSED IN THE | | | |
| PROXY STATEMENT. | | | |
| 3. | TO APPROVE, ON A NON-BINDING, ADVISORY | Management | 1 Year | For |
| BASIS, THE FREQUENCY OF FUTURE NON-BINDING, | | | |
| ADVISORY VOTES ON EXECUTIVE COMPENSATION. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF KPMG LLP AS | Management | For | For |
| THE INDEPENDENT AUDITORS FOR DIAMONDROCK | | | |
| HOSPITALITY COMPANY FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2017. | | | |
| INTERNATIONAL FLAVORS & FRAGRANCES INC. |
| Security | 459506101 | Meeting Type | Annual |
| Ticker Symbol | IFF | Meeting Date | 03-May-2017 |
| ISIN | US4595061015 | Agenda | 934543605 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: MARCELLO V. BOTTOLI | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: DR. LINDA BUCK | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: MICHAEL L. DUCKER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DAVID R. EPSTEIN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: ROGER W. FERGUSON, | Management | For | For |
| JR. | | | |
| 1F. | ELECTION OF DIRECTOR: JOHN F. FERRARO | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: ANDREAS FIBIG | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: CHRISTINA GOLD | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: HENRY W. HOWELL, JR. | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: KATHERINE M. HUDSON | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: DALE F. MORRISON | Management | For | For |
| 2. | RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR THE 2017 FISCAL YEAR. | | | |
| 3. | APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS IN 2016. | | | |
| 4. | VOTE, ON AN ADVISORY BASIS, ON THE | Management | 1 Year | For |
| FREQUENCY OF VOTES ON EXECUTIVE | | | |
| COMPENSATION. | | | |
| 5. | APPROVE A FRENCH SUB-PLAN UNDER THE 2015 | Management | For | For |
| STOCK AWARD AND INCENTIVE PLAN. | | | |
Page 24 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| APTARGROUP, INC. |
| Security | 038336103 | Meeting Type | Annual |
| Ticker Symbol | ATR | Meeting Date | 03-May-2017 |
| ISIN | US0383361039 | Agenda | 934547398 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: GEORGE L. FOTIADES | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: KING W. HARRIS | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DR. JOANNE C. SMITH | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY OF THE | Management | 1 Year | For |
| ADVISORY VOTE ON EXECUTIVE COMPENSATION | | | |
| 4. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR 2017 | | | |
| BRUNSWICK CORPORATION |
| Security | 117043109 | Meeting Type | Annual |
| Ticker Symbol | BC | Meeting Date | 03-May-2017 |
| ISIN | US1170431092 | Agenda | 934547867 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: NANCY E. COOPER | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: RALPH C. STAYER | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JANE L. WARNER | Management | For | For |
| 2. | THE APPROVAL OF THE COMPENSATION OF OUR | Management | For | For |
| NAMED EXECUTIVE OFFICERS ON AN ADVISORY | | | |
| BASIS. | | | |
| 3. | THE FREQUENCY OF ADVISORY VOTES ON THE | Management | 1 Year | For |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS ON AN ADVISORY BASIS. | | | |
| 4. | THE RATIFICATION OF THE AUDIT COMMITTEE'S | Management | For | For |
| APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING | | | |
| DECEMBER 31, 2017. | | | |
Page 25 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| REALOGY HOLDINGS CORP. |
| Security | 75605Y106 | Meeting Type | Annual |
| Ticker Symbol | RLGY | Meeting Date | 03-May-2017 |
| ISIN | US75605Y1064 | Agenda | 934549621 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: RAUL ALVAREZ | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: FIONA P. DIAS | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: MATTHEW J. ESPE | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: V. ANN HAILEY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: DUNCAN L. NIEDERAUER | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: RICHARD A. SMITH | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: SHERRY M. SMITH | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: CHRISTOPHER S. | Management | For | For |
| TERRILL | | | |
| 1I. | ELECTION OF DIRECTOR: MICHAEL J. WILLIAMS | Management | For | For |
| 2. | ADVISORY APPROVAL OF THE COMPENSATION OF | Management | For | For |
| OUR NAMED EXECUTIVE OFFICERS. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP TO SERVE AS | | | |
| OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2017. | | | |
| PULTEGROUP, INC. |
| Security | 745867101 | Meeting Type | Annual |
| Ticker Symbol | PHM | Meeting Date | 03-May-2017 |
| ISIN | US7458671010 | Agenda | 934549758 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: BRIAN P. ANDERSON | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: BRYCE BLAIR | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: RICHARD W. DREILING | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: THOMAS J. FOLLIARD | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JOSHUA GOTBAUM | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: CHERYL W. GRISE | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: ANDRE J. HAWAUX | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: RYAN R. MARSHALL | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: PATRICK J. O'LEARY | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: JOHN R. PESHKIN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: SCOTT F. POWERS | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: WILLIAM J. PULTE | Management | For | For |
| 2. | THE RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
| 3. | AN ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | AN ADVISORY VOTE TO APPROVE THE FREQUENCY OF | Management | 1 Year | For |
| THE ADVISORY VOTE REGARDING EXECUTIVE | | | |
| COMPENSATION. | | | |
Page 26 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| ECOLAB INC. |
| Security | 278865100 | Meeting Type | Annual |
| Ticker Symbol | ECL | Meeting Date | 04-May-2017 |
| ISIN | US2788651006 | Agenda | 934545635 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF DIRECTOR: DOUGLAS M. BAKER, JR. | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: BARBARA J. BECK | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: LESLIE S. BILLER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: CARL M. CASALE | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: STEPHEN I. CHAZEN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JEFFREY M. ETTINGER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: ARTHUR J. HIGGINS | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: MICHAEL LARSON | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: DAVID W. MACLENNAN | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: TRACY B. MCKIBBEN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: VICTORIA J. REICH | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: SUZANNE M. VAUTRINOT | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: JOHN J. ZILLMER | Management | For | For |
| 2. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR THE CURRENT YEAR ENDING DECEMBER 31, | | | |
| 2017. | | | |
| 3. | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION OF EXECUTIVES DISCLOSED IN | | | |
| THE PROXY STATEMENT. | | | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| STOCKHOLDER ADVISORY VOTES ON EXECUTIVE | | | |
| COMPENSATION. | | | |
Page 27 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| LKQ CORPORATION |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 08-May-2017 |
| ISIN | US5018892084 | Agenda | 934551436 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF DIRECTOR: SUKHPAL SINGH | Management | For | For |
| | AHLUWALIA | | | |
| 1B. | ELECTION OF DIRECTOR: A. CLINTON ALLEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ROBERT M. HANSER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JOSEPH M. HOLSTEN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: PAUL M. MEISTER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: JOHN F. O'BRIEN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: GUHAN SUBRAMANIAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: WILLIAM M. WEBSTER, IV | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: DOMINICK ZARCONE | Management | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR | | | |
| FISCAL YEAR ENDING DECEMBER 31, 2017. | | | |
| 3. | APPROVAL, ON AN ADVISORY BASIS, OF THE | Management | For | For |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF HOLDING | Management | 1 Year | For |
| AN ADVISORY VOTE ON EXECUTIVE | | | |
| COMPENSATION. | | | |
| SPX CORPORATION |
| Security | 784635104 | Meeting Type | Annual |
| Ticker Symbol | SPXC | Meeting Date | 08-May-2017 |
| ISIN | US7846351044 | Agenda | 934559557 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF DIRECTOR: RICKY D. PUCKETT | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: TANA L. UTLEY | Management | For | For |
| 2. | APPROVAL OF NAMED EXECUTIVE OFFICERS' | Management | For | For |
| COMPENSATION, ON A NON-BINDING ADVISORY | | | |
| BASIS. | | | |
| 3. | RECOMMENDATION ON FREQUENCY OF FUTURE | Management | 1 Year | For |
| ADVISORY VOTES ON NAMED EXECUTIVE | | | |
| OFFICERS' COMPENSATION, ON A NON-BINDING | | | |
| ADVISORY BASIS. | | | |
| 4. | RATIFICATION OF APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2017 | | | |
| FISCAL YEAR. | | | |
Page 28 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| MDU RESOURCES GROUP, INC. |
| Security | 552690109 | Meeting Type | Annual |
| Ticker Symbol | MDU | Meeting Date | 09-May-2017 |
| ISIN | US5526901096 | Agenda | 934545130 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF DIRECTOR: THOMAS EVERIST | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: KAREN B. FAGG | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DAVID L. GOODIN | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: MARK A. HELLERSTEIN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: A. BART HOLADAY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: DENNIS W. JOHNSON | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: WILLIAM E. MCCRACKEN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: PATRICIA L. MOSS | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: HARRY J. PEARCE | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: JOHN K. WILSON | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE THE FREQUENCY OF | Management | 1 Year | For |
| THE VOTE TO APPROVE THE COMPENSATION PAID TO | | | |
| THE COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 3. | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION PAID TO THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4. | RATIFICATION OF THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017 | | | |
| 5. | ADVISORY VOTE TO APPROVE AN AMENDMENT TO | Management | For | For |
| THE COMPANY'S BYLAWS TO ADOPT AN | | | |
| EXCLUSIVE FORUM FOR INTERNAL CORPORATE | | | |
| CLAIMS. | | | |
| CIT GROUP INC. |
| Security | 125581801 | Meeting Type | Annual |
| Ticker Symbol | CIT | Meeting Date | 09-May-2017 |
| ISIN | US1255818015 | Agenda | 934555662 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF DIRECTOR: ELLEN R. ALEMANY | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MICHAEL L. BROSNAN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: MICHAEL A. CARPENTER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DORENE C. DOMINGUEZ | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: ALAN FRANK | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: WILLIAM M. FREEMAN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: R. BRAD OATES | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: MARIANNE MILLER | Management | For | For |
| PARRS | | | |
| 1I. | ELECTION OF DIRECTOR: GERALD ROSENFELD | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: VICE ADMIRAL JOHN R. | Management | For | For |
| RYAN, USN (RET.) | | | |
| 1K. | ELECTION OF DIRECTOR: SHEILA A. STAMPS | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: LAURA S. UNGER | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS CIT'S | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM AND EXTERNAL AUDITORS FOR 2017. | | | |
| 3. | TO RECOMMEND, BY NON-BINDING VOTE, THE | Management | For | For |
| COMPENSATION OF CIT'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 4. | TO RECOMMEND, BY NON-BINDING VOTE, THE | Management | 1 Year | For |
| FREQUENCY OF THE ADVISORY VOTE ON THE | | | |
| COMPENSATION OF CIT'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
Page 29 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| NEWELL BRANDS INC. |
| Security | 651229106 | Meeting Type | Annual |
| Ticker Symbol | NWL | Meeting Date | 09-May-2017 |
| ISIN | US6512291062 | Agenda | 934564750 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF DIRECTOR: IAN G.H. ASHKEN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: THOMAS E. CLARKE | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: KEVIN C. CONROY | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: SCOTT S. COWEN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MICHAEL T. COWHIG | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: DOMENICO DE SOLE | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MARTIN E. FRANKLIN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: ROS L'ESPERANCE | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: MICHAEL B. POLK | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: STEVEN J. STROBEL | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: MICHAEL A. TODMAN | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: RAYMOND G. VIAULT | Management | For | For |
| 2. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE …(DUE TO | | | |
| SPACE LIMITS, SEE PROXY STATEMENT FOR FULL | | | |
| PROPOSAL). | | | |
| 3. | ADVISORY RESOLUTION TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | VOTE ON THE FREQUENCY OF THE ADVISORY | Management | 1 Year | For |
| VOTE ON EXECUTIVE COMPENSATION. | | | |
Page 30 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| SPX FLOW, INC. |
| Security | 78469X107 | Meeting Type | Annual |
| Ticker Symbol | FLOW | Meeting Date | 10-May-2017 |
| ISIN | US78469X1072 | Agenda | 934553997 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1.1 | ELECTION OF DIRECTOR: ROBERT F. HULL, JR. | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: DAVID V. SINGER | Management | For | For |
| 2. | TO APPROVE, BY NON-BINDING VOTE, THE | Management | For | For |
| COMPENSATION OF SPX FLOW'S NAMED | | | |
| EXECUTIVE OFFICERS AS DISCLOSED IN ITS | | | |
| PROXY STATEMENT. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS OUR INDEPENDENT PUBLIC | | | |
| ACCOUNTANTS FOR 2017. | | | |
| KOHL’S CORPORATION |
| Security | 500255104 | Meeting Type | Annual |
| Ticker Symbol | KSS | Meeting Date | 10-May-2017 |
| ISIN | US5002551043 | Agenda | 934555179 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF DIRECTOR: PETER BONEPARTH | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: STEVEN A. BURD | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: KEVIN MANSELL | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JONAS PRISING | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: ADRIANNE SHAPIRA | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: FRANK V. SICA | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: STEPHANIE A. STREETER | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: NINA G. VACA | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: STEPHEN E. WATSON | Management | For | For |
| 2. | RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM. | | | |
| 3. | ADVISORY VOTE ON APPROVAL OF NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| SHAREHOLDER ADVISORY VOTES ON NAMED | | | |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 5. | APPROVE THE KOHL'S CORPORATION 2017 LONG- | Management | For | For |
| TERM COMPENSATION PLAN. | | | |
| 6. | SHAREHOLDER PROPOSAL: INDEPENDENT CHAIR. | Shareholder | Against | For |
Page 31 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| USG CORPORATION |
| Security | 903293405 | Meeting Type | Annual |
| Ticker Symbol | USG | Meeting Date | 10-May-2017 |
| ISIN | US9032934054 | Agenda | 934559406 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF DIRECTOR: MATTHEW CARTER, JR. | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: RICHARD P. LAVIN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JENNIFER F. SCANLON | Management | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, | | | |
| 2017. | | | |
| 3. | APPROVAL OF AN AMENDMENT TO OUR RESTATED | Management | For | For |
| CERTIFICATE OF INCORPORATION TO REMOVE THE | | | |
| REQUIREMENT THAT WE MAINTAIN A FINANCE | | | |
| COMMITTEE. | | | |
| 4. | APPROVAL, BY ADVISORY VOTE, OF THE | Management | For | For |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 5. | RECOMMENDATION, BY ADVISORY VOTE, ON THE | Management | 1 Year | For |
| FREQUENCY OF FUTURE VOTES TO APPROVE THE | | | |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| DISCOVER FINANCIAL SERVICES |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 11-May-2017 |
| ISIN | US2547091080 | Agenda | 934556551 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF DIRECTOR: JEFFREY S. ARONIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MARY K. BUSH | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: GREGORY C. CASE | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: CANDACE H. DUNCAN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JOSEPH F. EAZOR | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: RICHARD H. LENNY | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: THOMAS G. MAHERAS | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: MICHAEL H. MOSKOW | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: DAVID W. NELMS | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: MARK A. THIERER | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: LAWRENCE A. WEINBACH | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION. | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY OF AN | Management | 1 Year | For |
| ADVISORY VOTE ON NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
Page 32 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| AMPLIFY SNACK BRANDS INC |
| Security | 03211L102 | Meeting Type | Annual |
| Ticker Symbol | BETR | Meeting Date | 11-May-2017 |
| ISIN | US03211L1026 | Agenda | 934563974 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1. | DIRECTOR | Management | | |
| 1 | ANDREW FRIEDMAN | | For | For |
| 2 | DAWN HUDSON | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS AMPLIFY SNACK BRANDS INC.'S | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR THE FISCAL YEAR ENDING DECEMBER 30, | | | |
| 2017. | | | |
| CAMECO CORPORATION |
| Security | 13321L108 | Meeting Type | Annual |
| Ticker Symbol | CCJ | Meeting Date | 11-May-2017 |
| ISIN | CA13321L1085 | Agenda | 934566336 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| A | DIRECTOR | | Management | | |
| 1 | IAN BRUCE | | For | For |
| 2 | DANIEL CAMUS | | For | For |
| 3 | JOHN CLAPPISON | | For | For |
| 4 | DONALD DERANGER | | For | For |
| 5 | CATHERINE GIGNAC | | For | For |
| 6 | TIM GITZEL | | For | For |
| 7 | JIM GOWANS | | For | For |
| 8 | KATHRYN JACKSON | | For | For |
| 9 | DON KAYNE | | For | For |
| 10 | ANNE MCLELLAN | | For | For |
| 11 | NEIL MCMILLAN | | For | For |
| B | APPOINT KPMG LLP AS AUDITORS | Management | For | For |
| C | BE IT RESOLVED THAT, ON AN ADVISORY BASIS | Management | For | For |
| AND NOT TO DIMINISH THE ROLE AND | | | |
| RESPONSIBILITIES OF THE BOARD OF DIRECTORS | | | |
| FOR EXECUTIVE COMPENSATION, THE | | | |
| SHAREHOLDERS ACCEPT THE APPROACH TO | | | |
| EXECUTIVE COMPENSATION DISCLOSED IN | | | |
| CAMECO'S MANAGEMENT PROXY CIRCULAR | | | |
| DELIVERED IN ADVANCE OF THE 2017 ANNUAL | | | |
| MEETING OF SHAREHOLDERS. | | | |
| D | YOU DECLARE THAT THE SHARES REPRESENTED | Management | For | N/A |
| BY THIS VOTING INSTRUCTION FORM ARE HELD, | | | |
| BENEFICIALLY OWNED OR CONTROLLED, EITHER | | | |
| DIRECTLY OR INDIRECTLY, BY A RESIDENT OF | | | |
| CANADA AS DEFINED BELOW. IF THE SHARES ARE | | | |
| HELD IN THE NAMES OF TWO OR MORE PEOPLE, YOU | | | |
| DECLARE THAT ALL OF THESE PEOPLE ARE | | | |
| RESIDENTS OF CANADA. NOTE: "FOR" = YES, | | | |
| "ABSTAIN" = NO "AGAINST" WILL BE TREATED AS NOT | | | |
| MARKED | | | |
Page 33 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| HOST HOTELS & RESORTS, INC. |
| Security | 44107P104 | Meeting Type | Annual |
| Ticker Symbol | HST | Meeting Date | 11-May-2017 |
| ISIN | US44107P1049 | Agenda | 934574636 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF DIRECTOR: MARY L. BAGLIVO | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: SHEILA C. BAIR | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: SANDEEP L. MATHRANI | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: ANN M. KOROLOGOS | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: RICHARD E. MARRIOTT | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JOHN B. MORSE, JR. | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: WALTER C. RAKOWICH | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JAMES F. RISOLEO | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: GORDON H. SMITH | Management | For | For |
| 2. | RATIFY APPOINTMENT OF KPMG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR 2017. | | | |
| 3. | ADVISORY RESOLUTION TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | ADVISORY RESOLUTION ON THE FREQUENCY OF | Management | 1 Year | For |
| VOTES ON EXECUTIVE COMPENSATION. | | | |
Page 34 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| ZIMMER BIOMET HOLDINGS, INC. |
| Security | 98956P102 | Meeting Type | Annual |
| Ticker Symbol | ZBH | Meeting Date | 12-May-2017 |
| ISIN | US98956P1021 | Agenda | 934556676 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF DIRECTOR: CHRISTOPHER B. BEGLEY | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: BETSY J. BERNARD | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: GAIL K. BOUDREAUX | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DAVID C. DVORAK | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MICHAEL J. FARRELL | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: LARRY C. GLASSCOCK | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: ROBERT A. HAGEMANN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: ARTHUR J. HIGGINS | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: MICHAEL W. MICHELSON | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: CECIL B. PICKETT, PH.D. | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: JEFFREY K. RHODES | Management | For | For |
| 2. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR 2017 | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | Against | Against |
| OFFICER COMPENSATION (SAY ON PAY) | | | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF SAY ON | Management | 1 Year | For |
| PAY VOTES | | | |
| FARO TECHNOLOGIES, INC. |
| Security | 311642102 | Meeting Type | Annual |
| Ticker Symbol | FARO | Meeting Date | 12-May-2017 |
| ISIN | US3116421021 | Agenda | 934559987 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1. | DIRECTOR | Management | | |
| | 1 | STEPHEN R. COLE | | For | For |
| 2 | MARVIN R. SAMBUR, PH. D | | For | For |
| 2. | THE RATIFICATION OF GRANT THORNTON LLP AS | Management | For | For |
| THE COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2017 | | | |
| 3. | NON-BINDING RESOLUTION TO APPROVE THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS | | | |
| 4. | NON-BINDING VOTE TO APPROVE THE FREQUENCY OF | Management | 1 Year | For |
| FUTURE NON-BINDING VOTES TO APPROVE THE | | | |
| COMPENSATION OF THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS | | | |
Page 35 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| MASCO CORPORATION |
| Security | 574599106 | Meeting Type | Annual |
| Ticker Symbol | MAS | Meeting Date | 12-May-2017 |
| ISIN | US5745991068 | Agenda | 934576731 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF DIRECTOR: KEITH J. ALLMAN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: J. MICHAEL LOSH | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: CHRISTOPHER A. | Management | For | For |
| O'HERLIHY | | | |
| 2. | TO APPROVE, BY NON-BINDING ADVISORY VOTE, | Management | For | For |
| THE COMPENSATION PAID TO THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS, AS DISCLOSED | | | |
| PURSUANT TO THE COMPENSATION DISCLOSURE | | | |
| RULES OF THE SEC, INCLUDING THE | | | |
| COMPENSATION DISCUSSION AND ANALYSIS, THE | | | |
| COMPENSATION TABLES AND THE RELATED | | | |
| MATERIALS DISCLOSED IN THE PROXY | | | |
| STATEMENT. | | | |
| 3. | TO RECOMMEND, BY NON-BINDING ADVISORY | Management | 1 Year | For |
| VOTE, THE FREQUENCY OF THE NON-BINDING | | | |
| ADVISORY VOTES ON THE COMPANY'S EXECUTIVE | | | |
| COMPENSATION. | | | |
| 4. | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT AUDITORS FOR THE COMPANY FOR | | | |
| 2017. | | | |
| LUNDIN MINING CORPORATION |
| Security | 550372106 | Meeting Type | Annual and Special Meeting |
| Ticker Symbol | LUNMF | Meeting Date | 12-May-2017 |
| ISIN | CA5503721063 | Agenda | 934591377 - Management |
| Item | Proposal | | Proposed
by | Vote | For/Against
Management |
| 01 | DIRECTOR | Management | | |
| 1 | DONALD K. CHARTER | | For | For |
| 2 | PAUL K. CONIBEAR | | For | For |
| | 3 | JOHN H. CRAIG | | For | For |
| 4 | PETER C. JONES | | For | For |
| 5 | LUKAS H. LUNDIN | | For | For |
| 6 | DALE C. PENIUK | | For | For |
| 7 | WILLIAM A. RAND | | For | For |
| 8 | CATHERINE J. G. STEFAN | | For | For |
| 02 | APPOINTMENT OF PRICEWATERHOUSECOOPERS | Management | For | For |
| LLP, CHARTERED PROFESSIONAL ACCOUNTANTS, | | | |
| LICENSED PUBLIC ACCOUNTANTS AS AUDITORS OF | | | |
| THE CORPORATION FOR THE ENSUING YEAR AND | | | |
| AUTHORIZING THE DIRECTORS TO FIX THEIR | | | |
| REMUNERATION. | | | |
| 03 | CONSIDERING AND, IF DEEMED APPROPRIATE, | Management | For | For |
| PASSING, WITH OR WITHOUT VARIATION, AN | | | |
| ORDINARY, NON-BINDING RESOLUTION, ON AN | | | |
| ADVISORY BASIS AND NOT TO DIMINISH THE ROLE | | | |
| AND RESPONSIBILITIES OF THE BOARD, TO | | | |
| ACCEPT THE APPROACH TO EXECUTIVE | | | |
| COMPENSATION DISCLOSED IN THE | | | |
| CORPORATION'S MANAGEMENT INFORMATION | | | |
| CIRCULAR. | | | |
| 04 | CONSIDERING AND, IF DEEMED APPROPRIATE, | Management | For | For |
| PASSING, WITH OR WITHOUT VARIATION, AN | | | |
| ORDINARY RESOLUTION TO APPROVE THE | | | |
| AMENDMENTS TO THE 2006 INCENTIVE STOCK | | | |
| OPTION PLAN OF THE CORPORATION, AS MORE | | | |
| PARTICULARLY DESCRIBED IN THE | | | |
| CORPORATION'S MANAGEMENT INFORMATION | | | |
| CIRCULAR. | | | |
Page 36 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| 3D SYSTEMS CORPORATION |
| Security | 88554D205 | Meeting Type | Annual |
| Ticker Symbol | DDD | Meeting Date | 16-May-2017 |
| ISIN | US88554D2053 | Agenda | 934574092 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF DIRECTOR: WILLIAM E. CURRAN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: THOMAS W. ERICKSON | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: CHARLES W. HULL | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: WILLIAM D. HUMES | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: VYOMESH I. JOSHI | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JIM D. KEVER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: G. WALTER | Management | For | For |
| LOEWENBAUM, II | | | |
| 1H. | ELECTION OF DIRECTOR: CHARLES G. MCCLURE, | Management | For | For |
| JR. | | | |
| 1I. | ELECTION OF DIRECTOR: KEVIN S. MOORE | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: JEFFREY WADSWORTH | Management | For | For |
| 2. | APPROVAL, ON AN ADVISORY BASIS, OF THE | Management | For | For |
| COMPENSATION PAID TO OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| ADVISORY VOTES ON EXECUTIVE COMPENSATION. | | | |
| 4. | APPROVAL OF THE AMENDMENT AND | Management | For | For |
| RESTATEMENT OF THE 2015 INCENTIVE PLAN, | | | |
| WHICH WOULD INCREASE THE NUMBER OF | | | |
| SHARES RESERVED FOR ISSUANCE THEREUNDER BY | | | |
| 7,140,011 SHARES; AND TO RE-APPROVE INDIVIDUAL | | | |
| AWARD LIMITS AND PERFORMANCE MEASURES | | | |
| UNDER THE PLAN FOR PURPOSES OF SECTION 162(M) | | | |
| OF THE INTERNAL REVENUE CODE. | | | |
| 5. | RATIFICATION OF THE APPOINTMENT OF BDO USA, | Management | For | For |
| LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE | | | |
| YEAR ENDING DECEMBER 31, 2017. | | | |
Page 37 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| HD SUPPLY HOLDINGS, INC. |
| Security | 40416M105 | Meeting Type | Annual |
| Ticker Symbol | HDS | Meeting Date | 17-May-2017 |
| ISIN | US40416M1053 | Agenda | 934556549 - Management |
| Item | Proposal | | Proposed
by | Vote | For/Against
Management |
| 1. | DIRECTOR | Management | | |
| 1 | KATHLEEN J. AFFELDT | | For | For |
| | 2 | PETER A. DORSMAN | | For | For |
| 3 | PETER A. LEAV | | For | For |
| 2. | TO RATIFY THE BOARD OF DIRECTORS' | Management | For | For |
| APPOINTMENT OF PRICEWATERHOUSECOOPERS | | | |
| LLP AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING ON | | | |
| JANUARY 28, 2018. | | | |
| 3. | TO CONDUCT AN ADVISORY VOTE TO APPROVE | Management | For | For |
| NAMED EXECUTIVE OFFICER COMPENSATION. | | | |
| 4. | TO APPROVE THE AMENDED AND RESTATED HD | Management | For | For |
| SUPPLY HOLDINGS, INC. OMNIBUS INCENTIVE | | | |
| PLAN. | | | |
| 5. | TO APPROVE THE HD SUPPLY HOLDINGS, INC. | Management | For | For |
| ANNUAL INCENTIVE PLAN FOR EXECUTIVE | | | |
| OFFICERS. | | | |
| STATE STREET CORPORATION |
| Security | 857477103 | Meeting Type | Annual |
| Ticker Symbol | STT | Meeting Date | 17-May-2017 |
| ISIN | US8574771031 | Agenda | 934574193 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF DIRECTOR: K. BURNES | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: P. DE SAINT-AIGNAN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: L. DUGLE | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: A. FAWCETT | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: W. FREDA | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: L. HILL | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: J. HOOLEY | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: S. O'SULLIVAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: R. SERGEL | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: G. SUMME | Management | For | For |
| 2. | TO APPROVE AN ADVISORY PROPOSAL ON | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 3. | TO RECOMMEND, BY ADVISORY PROPOSAL, THE | Management | 1 Year | For |
| FREQUENCY OF ADVISORY PROPOSALS ON | | | |
| EXECUTIVE COMPENSATION. | | | |
| 4. | TO APPROVE THE 2017 STOCK INCENTIVE PLAN. | Management | For | For |
| 5. | TO RATIFY THE SELECTION OF ERNST & YOUNG | Management | For | For |
| LLP AS STATE STREET'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE | | | |
| YEAR ENDING DECEMBER 31, 2017. | | | |
Page 38 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| INVENSENSE, INC. |
| Security | 46123D205 | Meeting Type | Special |
| Ticker Symbol | INVN | Meeting Date | 17-May-2017 |
| ISIN | US46123D2053 | Agenda | 934576096 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1. | TO ADOPT THE AGREEMENT AND PLAN OF | Management | For | For |
| MERGER ENTERED INTO BY AND AMONG | | | |
| INVENSENSE, TDK CORPORATION AND TDK | | | |
| SENSOR SOLUTIONS CORPORATION, PURSUANT | | | |
| TO WHICH INVENSENSE WOULD BE ACQUIRED BY | | | |
| TDK CORPORATION (THE "MERGER"), AND EACH | | | |
| SHARE OF INVENSENSE COMMON STOCK ISSUED | | | |
| AND OUTSTANDING IMMEDIATELY PRIOR TO THE | | | |
| …(DUE TO SPACE LIMITS, SEE PROXY STATEMENT | | | |
| FOR FULL PROPOSAL). | | | |
| 2. | TO APPROVE, ON A NON-BINDING, ADVISORY | Management | Against | Against |
| BASIS, THE COMPENSATION THAT MAY BE PAID OR | | | |
| BECOME PAYABLE TO INVENSENSE'S NAMED | | | |
| EXECUTIVE OFFICERS IN CONNECTION WITH THE | | | |
| MERGER. | | | |
| 3. | TO APPROVE THE POSTPONEMENT OR | Management | For | For |
| ADJOURNMENT OF THE SPECIAL MEETING, IF | | | |
| NECESSARY OR APPROPRIATE, TO SOLICIT | | | |
| ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL 1 | | | |
| IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF | | | |
| THE SPECIAL MEETING TO APPROVE PROPOSAL 1. | | | |
Page 39 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| EXTENDED STAY AMERICA, INC. |
| Security | 30224P200 | Meeting Type | Annual |
| Ticker Symbol | STAY | Meeting Date | 17-May-2017 |
| ISIN | US30224P2002 | Agenda | 934595476 - Management |
| Item | Proposal | | Proposed
by | Vote | For/Against
Management |
| 1. | DIRECTOR | | Management | | |
| 1 | GERARDO I. LOPEZ | | For | For |
| 2 | DOUGLAS G. GEOGA | | For | For |
| 3 | KAPILA K. ANAND | | For | For |
| 4 | THOMAS F. O'TOOLE | | For | For |
| 5 | RICHARD F. WALLMAN | | For | For |
| | 6 | MICHAEL A. BARR | | For | For |
| 7 | WILLIAM J. STEIN | | For | For |
| 2. | THE RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017 | | | |
| 3. | THE APPROVAL, ON AN ADVISORY BASIS, OF THE | Management | Against | Against |
| CORPORATION'S EXECUTIVE COMPENSATION | | | |
| EXTENDED STAY AMERICA INC. |
| Security | 30224P211 | Meeting Type | Annual |
| Ticker Symbol | | Meeting Date | 17-May-2017 |
| ISIN | | Agenda | 934595488 - Management |
| Item | Proposal | | Proposed
by | Vote | For/Against
Management |
| 1. | DIRECTOR | | Management | | |
| 1 | GERARDO I. LOPEZ | | For | For |
| | 2 | DOUGLAS G. GEOGA | | For | For |
| 3 | KAPILA K. ANAND | | For | For |
| 4 | NEIL BROWN | | For | For |
| 5 | STEVEN KENT | | For | For |
| 6 | LISA PALMER | | For | For |
| 7 | ADAM M. BURINESCU | | For | For |
| 2. | THE RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017 | | | |
| 3. | THE APPROVAL, ON AN ADVISORY BASIS, OF ESH | Management | Against | Against |
| REIT'S EXECUTIVE COMPENSATION | | | |
| MIMEDX GROUP, INC |
| Security | 602496101 | Meeting Type | Annual |
| Ticker Symbol | MDXG | Meeting Date | 17-May-2017 |
| ISIN | US6024961012 | Agenda | 934598319 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF CLASS I DIRECTOR: CHARLES R. | Management | For | For |
| EVANS | | | |
| 1B. | ELECTION OF CLASS I DIRECTOR: CHARLES E. | Management | For | For |
| KOOB | | | |
| 1C. | ELECTION OF CLASS I DIRECTOR: NEIL S. YESTON | Management | For | For |
| 1D. | ELECTION OF CLASS I DIRECTOR: LUIS A . AGUILAR | Management | For | For |
| 2. | PROPOSAL TO RATIFY THE APPOINTMENT OF | Management | For | For |
| CHERRY BEKAERT LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE | | | |
| CURRENT FISCAL YEAR. | | | |
Page 40 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| PIONEER NATURAL RESOURCES COMPANY |
| Security | 723787107 | Meeting Type | Annual |
| Ticker Symbol | PXD | Meeting Date | 18-May-2017 |
| ISIN | US7237871071 | Agenda | 934570210 - Management |
| Item | Proposal | Proposed
by | Vote | For/Against
Management |
| 1A. | ELECTION OF DIRECTOR: EDISON C. BUCHANAN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: ANDREW F. CATES | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: TIMOTHY L. DOVE | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: PHILLIP A. GOBE | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: LARRY R. GRILLOT | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: STACY P. METHVIN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: ROYCE W. MITCHELL | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: FRANK A. RISCH | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: SCOTT D. SHEFFIELD | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: MONA K. SUTPHEN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: J. KENNETH THOMPSON | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: PHOEBE A. WOOD | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: MICHAEL D. WORTLEY | Management | For | For |
| 2. | RATIFICATION OF SELECTION OF ERNST & YOUNG | Management | For | For |
| LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017 | | | |
|
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION | | | |
| 4. | ADVISORY VOTE REGARDING FREQUENCY OF | Management | 1 Year | For |
| FUTURE STOCKHOLDER ADVISORY VOTES ON | | | |
| EXECUTIVE COMPENSATION | | | |
| 5. | STOCKHOLDER PROPOSAL RELATING TO A | Shareholder | Against | For |
| SUSTAINABILITY REPORT | | | |
| INVENTURE FOODS INC |
| Security | 461212102 | Meeting Type | Annual |
| Ticker Symbol | SNAK | Meeting Date | 19-May-2017 |
| ISIN | US4612121024 | Agenda | 934596264 - Management |
| Item | Proposal | | Proposed
by | Vote | For/Against
Management |
| 1. | DIRECTOR | | Management | | |
| 1 | ASHTON D. ASENSIO | | For | For |
| | 2 | TIMOTHY A. COLE | | For | For |
| 3 | MACON BRYCE EDMONSON | | For | For |
| | 4 | HAROLD S. EDWARDS | | For | For |
| 5 | PAUL J. LAPADAT | | For | For |
| 6 | TERRY MCDANIEL | | For | For |
| 7 | JOEL D. STEWART | | For | For |
| 2. | RATIFY THE APPOINTMENT OF MOSS ADAMS LLP | Management | For | For |
| AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING | | | |
| DECEMBER 30, 2017. | | | |
Page 41 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| FLAGSTAR BANCORP, INC. | | |
| Security | 337930705 | Meeting Type | Annual |
| Ticker Symbol | FBC | Meeting Date | 23-May-2017 |
| ISIN | US3379307057 | Agenda | 934579232 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: ALESSANDRO P. DINELLO | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JAY J. HANSEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JOHN D. LEWIS | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DAVID J. MATLIN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: BRUCE E. NYBERG | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JAMES A. OVENDEN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: PETER SCHOELS | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: DAVID L. TREADWELL | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: JENNIFER R. WHIP | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2017. | | | |
| 3. | TO ADOPT AN ADVISORY (NON-BINDING) | Management | For | For |
| RESOLUTION TO APPROVE NAMED EXECUTIVE | | | |
| OFFICER COMPENSATION. | | | |
| 4. | TO APPROVE AN AMENDMENT TO THE SECOND | Management | Against | Against |
| AMENDED AND RESTATED ARTICLES OF | | | |
| INCORPORATION TO INCREASE THE NUMBER OF | | | |
| AUTHORIZED SHARES OF THE COMPANY'S | | | |
| COMMON STOCK. | | | |
| 5. | TO APPROVE THE FLAGSTAR BANCORP, INC. | Management | For | For |
| EMPLOYEE STOCK PURCHASE PLAN. | | | |
| URBAN OUTFITTERS, INC. | | |
| Security | 917047102 | Meeting Type | Annual |
| Ticker Symbol | URBN | Meeting Date | 23-May-2017 |
| ISIN | US9170471026 | Agenda | 934581629 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: EDWARD N. ANTOIAN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: SCOTT A. BELAIR | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: HARRY S. CHERKEN, JR. | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: SCOTT GALLOWAY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MARGARET A. HAYNE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: RICHARD A. HAYNE | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: ELIZABETH ANN | Management | For | For |
| LAMBERT | | | |
| 1H. | ELECTION OF DIRECTOR: JOEL S. LAWSON III | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: ROBERT H. STROUSE | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR | | | |
| FISCAL YEAR 2018. | | | |
| 3. | TO APPROVE THE URBAN OUTFITTERS 2017 STOCK | Management | For | For |
| INCENTIVE PLAN. | | | |
| 4. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 5. | ADVISORY VOTE ON THE FREQUENCY OF FUTURE | Management | 3 Years | For |
| ADVISORY VOTES TO APPROVE EXECUTIVE | | | |
| COMPENSATION. | | | |
Page 42 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| SOUTHWESTERN ENERGY COMPANY |
| Security | 845467109 | Meeting Type | Annual |
| Ticker Symbol | SWN | Meeting Date | 23-May-2017 |
| ISIN | US8454671095 | Agenda | 934584702 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: JOHN D. GASS | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: CATHERINE A. KEHR | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: GREG D. KERLEY | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JON A. MARSHALL | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: ELLIOTT PEW | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: TERRY W. RATHERT | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: ALAN H. STEVENS | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: WILLIAM J. WAY | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION. | | | |
| 3. | ADVISORY VOTE TO APPROVE THE FREQUENCY OF | Management | 1 Year | For |
| FUTURE SAY-ON-PAY VOTES. | | | |
| 4. | PROPOSAL TO APPROVE AN AMENDMENT TO THE | Management | Against | Against |
| SOUTHWESTERN ENERGY COMPANY 2013 | | | |
| INCENTIVE PLAN TO INCREASE THE NUMBER OF | | | |
| SHARES AUTHORIZED FOR ISSUANCE. | | | |
| 5. | PROPOSAL TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT REGISTERD PUBLIC ACCOUNTING | | | |
| FIRM. | | | |
| 6. | ADVISORY VOTE ON A STOCKHOLDER PROPOSAL | Shareholder | Against | For |
| REGARDING VOTING STANDARDS. | | | |
| SKECHERS U.S.A., INC. | | |
| Security | 830566105 | Meeting Type | Annual |
| Ticker Symbol | SKX | Meeting Date | 23-May-2017 |
| ISIN | US8305661055 | Agenda | 934609530 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1 | DIRECTOR | Management | | |
| 1 | GEYER KOSINSKI | | For | For |
| 2 | RICHARD RAPPAPORT | | For | For |
| 3 | RICHARD SISKIND | | For | For |
| 2 | ADVISORY VOTE TO APPROVE COMPENSATION OF | Management | Against | Against |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3 | ADVISORY VOTE ON FREQUENCY OF FUTURE | Management | 1 Year | Against |
| ADVISORY VOTES TO APPROVE COMPENSATION | | | |
| OF NAMED EXECUTIVE OFFICERS. | | | |
| 4 | APPROVE 2017 INCENTIVE AWARD PLAN. | Management | Against | Against |
| 5 | APPROVE 2018 EMPLOYEE STOCK PURCHASE | Management | For | For |
| PLAN. | | | |
| 6 | STOCKHOLDER PROPOSAL REQUESTING THE | Shareholder | Against | For |
| BOARD OF DIRECTORS TO ADOPT A POLICY AND | | | |
| PREPARE A REPORT REGARDING GENDER AND | | | |
| RACIAL DIVERSITY ON THE BOARD. | | | |
| FISERV, INC. | | |
| Security | 337738108 | Meeting Type | Annual |
| Ticker Symbol | FISV | Meeting Date | 24-May-2017 |
| ISIN | US3377381088 | Agenda | 934572543 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | ALISON DAVIS | | For | For |
| 2 | JOHN Y. KIM | | For | For |
| 3 | DENNIS F. LYNCH | | For | For |
| 4 | DENIS J. O'LEARY | | For | For |
| 5 | GLENN M. RENWICK | | For | For |
| 6 | KIM M. ROBAK | | For | For |
| 7 | JD SHERMAN | | For | For |
| 8 | DOYLE R. SIMONS | | For | For |
| 9 | JEFFERY W. YABUKI | | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | Against |
| COMPENSATION OF THE NAMED EXECUTIVE | | | |
| OFFICERS OF FISERV, INC. | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| ADVISORY VOTES ON THE COMPENSATION OF | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM OF FISERV, INC. FOR | | | |
| 2017. | | | |
| 5. | A SHAREHOLDER PROPOSAL SEEKING AN | Shareholder | Against | For |
| AMENDMENT TO FISERV, INC.'S PROXY ACCESS BY- | | | |
| LAW. | | | |
Page 43 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| LUMBER LIQUIDATORS HOLDINGS, INC. |
| Security | 55003T107 | Meeting Type | Annual |
| Ticker Symbol | LL | Meeting Date | 24-May-2017 |
| ISIN | US55003T1079 | Agenda | 934581681 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | DENNIS R. KNOWLES | | For | For |
| 2 | DAVID A. LEVIN | | For | For |
| 3 | MARTIN F. ROPER | | For | For |
| 2. | PROPOSAL TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE | | | |
| FISCAL YEAR ENDING DECEMBER 31, 2017. | | | |
| 3. | PROPOSAL TO APPROVE A NON-BINDING | Management | For | For |
| ADVISORY RESOLUTION APPROVING THE | | | |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 4. | PROPOSAL TO PROVIDE A NON-BINDING ADVISORY | Management | 1 Year | For |
| VOTE AS TO THE FREQUENCY OF THE NON-BINDING | | | |
| ADVISORY STOCKHOLDER VOTE TO | | | |
| APPROVE THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| UNUM GROUP | | |
| Security | 91529Y106 | Meeting Type | Annual |
| Ticker Symbol | UNM | Meeting Date | 25-May-2017 |
| ISIN | US91529Y1064 | Agenda | 934572442 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: THEODORE H. BUNTING, | Management | For | For |
| JR. | | | |
| 1B. | ELECTION OF DIRECTOR: E. MICHAEL CAULFIELD | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JOSEPH J. ECHEVARRIA | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: CYNTHIA L. EGAN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: PAMELA H. GODWIN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: KEVIN T. KABAT | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: TIMOTHY F. KEANEY | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: GLORIA C. LARSON | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: RICHARD P. MCKENNEY | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: RONALD P. O'HANLEY | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: FRANCIS J. SHAMMO | Management | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3. | WHETHER TO HOLD FUTURE ADVISORY VOTES ON | Management | 1 Year | For |
| EXECUTIVE COMPENSATION EVERY 1 YEAR, EVERY 2 | | | |
| YEARS OR EVERY 3 YEARS. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG | Management | For | For |
| LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. | | | |
| 5. | TO APPROVE THE COMPANY'S STOCK INCENTIVE | Management | For | For |
| PLAN OF 2017. | | | |
Page 44 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| ENVISION HEALTHCARE CORPORATION |
| Security | 29414D100 | Meeting Type | Annual |
| Ticker Symbol | EVHC | Meeting Date | 25-May-2017 |
| ISIN | US29414D1000 | Agenda | 934582304 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | CAROL J. BURT | | For | For |
| 2 | CHRISTOPHER A. HOLDEN | | For | For |
| 3 | CYNTHIA S. MILLER | | For | For |
| 4 | RONALD A. WILLIAMS | | For | For |
| 2. | APPROVAL, ON A NON-BINDING ADVISORY BASIS, | Management | Against | Against |
| OF ENVISION HEALTHCARE CORPORATION'S | | | |
| EXECUTIVE COMPENSATION. | | | |
| 3. | APPROVAL, ON A NON-BINDING ADVISORY BASIS, | Management | 1 Year | For |
| OF THE FREQUENCY OF FUTURE ADVISORY VOTES | | | |
| APPROVING ENVISION HEALTHCARE | | | |
| CORPORATION'S EXECUTIVE COMPENSATION. | | | |
| 4. | RATIFICATION OF THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS ENVISION HEALTHCARE | | | |
| CORPORATION'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2017. | | | |
| ACADIA HEALTHCARE COMPANY, INC. |
| Security | 00404A109 | Meeting Type | Annual |
| Ticker Symbol | ACHC | Meeting Date | 25-May-2017 |
| ISIN | US00404A1097 | Agenda | 934582354 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | CHRISTOPHER R. GORDON | | For | For |
| 2 | WADE D. MIQUELON | | For | For |
| 3 | WILLIAM M. PETRIE, M.D. | | For | For |
| 2. | APPROVE AN AMENDMENT TO THE COMPANY'S | Management | For | For |
| AMENDED AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO ADOPT A MAJORITY VOTING | | | |
| STANDARD IN UNCONTESTED DIRECTOR | | | |
| ELECTIONS. | | | |
| 3. | ADVISORY VOTE ON THE COMPENSATION OF THE | Management | For | For |
| COMPANY'S NAMED EXECUTIVE OFFICERS AS | | | |
| PRESENTED IN THE PROXY STATEMENT. | | | |
| 4. | RATIFY THE APPOINTMENT OF ERNST & YOUNG | Management | For | For |
| LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE | | | |
| FISCAL YEAR ENDING DECEMBER 31, 2017. | | | |
| 5. | CONSIDER AND ACT ON A STOCKHOLDER | Shareholder | Against | For |
| PROPOSAL RELATING TO SUSTAINABILITY | | | |
| REPORTING. | | | |
Page 45 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| ANNALY CAPITAL MANAGEMENT, INC. |
| Security | 035710409 | Meeting Type | Annual |
| Ticker Symbol | NLY | Meeting Date | 25-May-2017 |
| ISIN | US0357104092 | Agenda | 934584500 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: FRANCINE J. BOVICH | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JONATHAN D. GREEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JOHN H. SCHAEFER | Management | For | For |
| 2. | ADVISORY APPROVAL OF THE COMPANY'S | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| ADVISORY VOTES TO APPROVE THE COMPANY'S | | | |
| EXECUTIVE COMPENSATION. | | | |
| 4. | RATIFICATION OF THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2017. | | | |
| CPI CARD GROUP INC. | | |
| Security | 12634H101 | Meeting Type | Annual |
| Ticker Symbol | PMTS | Meeting Date | 25-May-2017 |
| ISIN | US12634H1014 | Agenda | 934608184 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | ELECTION OF DIRECTOR: DIANE FULTON | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: STEVEN MONTROSS | Management | For | For |
| 1.3 | ELECTION OF DIRECTOR: DOUGLAS PEARCE | Management | For | For |
| 1.4 | ELECTION OF DIRECTOR: ROBERT PEARCE | Management | For | For |
| 1.5 | ELECTION OF DIRECTOR: NICHOLAS PETERS | Management | For | For |
| 1.6 | ELECTION OF DIRECTOR: DAVID ROWNTREE | Management | For | For |
| 1.7 | ELECTION OF DIRECTOR: SCOTT SCHEIRMAN | Management | For | For |
| 1.8 | ELECTION OF DIRECTOR: BRADLEY SEAMAN | Management | For | For |
| 1.9 | ELECTION OF DIRECTOR: SILVIO TAVARES | Management | For | For |
| 2. | TO RATIFY KPMG LLP AS INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR THE | | | |
| YEAR ENDING DECEMBER 31, 2017. | | | |
| NXP SEMICONDUCTORS NV. | | |
| Security | N6596X109 | Meeting Type | Annual |
| Ticker Symbol | NXPI | Meeting Date | 01-Jun-2017 |
| ISIN | NL0009538784 | Agenda | 934626966 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 2-C | ADOPTION OF THE 2016 STATUTORY ANNUAL | Management | For | For |
| ACCOUNTS. | | | |
| 2-D | GRANTING DISCHARGE TO THE DIRECTORS FOR | Management | For | For |
| THEIR RESPONSIBILITIES IN THE FINANCIAL YEAR | | | |
| 2016. | | | |
| 3-A | PROPOSAL TO RE-APPOINT MR. RICHARD L. | Management | For | For |
| CLEMMER AS EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 1, 2017. | | | |
| 3-B | PROPOSAL TO RE-APPOINT SIR PETER BONFIELD | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 1, 2017. | | | |
| 3-C | PROPOSAL TO RE-APPOINT MR. JOHANNES P. | Management | For | For |
| HUTH AS NON-EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 1, 2017. | | | |
| 3-D | PROPOSAL TO RE-APPOINT MR. KENNETH A. | Management | For | For |
| GOLDMAN AS NON-EXECUTIVE DIRECTOR WITH | | | |
| EFFECT FROM JUNE 1, 2017. | | | |
| 3-E | PROPOSAL TO RE-APPOINT DR. MARION HELMES | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 1, 2017. | | | |
| 3-F | PROPOSAL TO RE-APPOINT MR. JOSEPH KAESER | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 1, 2017. | | | |
| 3-G | PROPOSAL TO RE-APPOINT MR. IAN LORING AS | Management | For | For |
| NON-EXECUTIVE DIRECTOR WITH EFFECT FROM | | | |
| JUNE 1, 2017. | | | |
| 3-H | PROPOSAL TO RE-APPOINT MR. ERIC MEURICE AS | Management | For | For |
| NON-EXECUTIVE DIRECTOR WITH EFFECT FROM JUNE 1, | | | |
| 2017. | | | |
| 3-I | PROPOSAL TO RE-APPOINT MR. PETER SMITHAM | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 1, 2017. | | | |
| 3-J | PROPOSAL TO RE-APPOINT MS. JULIE SOUTHERN | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 1, 2017. | | | |
| 3-K | PROPOSAL TO RE-APPOINT MR. GREGORY SUMME AS | Management | For | For |
| NON-EXECUTIVE DIRECTOR WITH EFFECT FROM | | | |
| JUNE 1, 2017. | | | |
| 4-A | AUTHORIZATION OF THE BOARD OF DIRECTORS TO | Management | For | For |
| ISSUE SHARES OR GRANT RIGHTS TO ACQUIRE | | | |
| SHARES. | | | |
| 4-B | AUTHORIZATION OF THE BOARD OF DIRECTORS TO | Management | For | For |
| RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS. | | | |
| 5 | AUTHORIZATION OF THE BOARD OF DIRECTORS TO | Management | For | For |
| REPURCHASE SHARES IN THE COMPANY'S | | | |
| CAPITAL. | | | |
| 6 | AUTHORIZATION TO CANCEL REPURCHASED | Management | For | For |
| SHARES IN THE COMPANY'S CAPITAL. | | | |
Page 46 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| ZIONS BANCORPORATION | | |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 02-Jun-2017 |
| ISIN | US9897011071 | Agenda | 934597595 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: JERRY C. ATKIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: GARY L. CRITTENDEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: SUREN K. GUPTA | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: J. DAVID HEANEY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: VIVIAN S. LEE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: EDWARD F. MURPHY | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: ROGER B. PORTER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: STEPHEN D. QUINN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: HARRIS H. SIMMONS | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: BARBARA A. YASTINE | Management | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM TO AUDIT THE | | | |
| COMPANY'S FINANCIAL STATEMENTS FOR THE | | | |
| CURRENT FISCAL YEAR. | | | |
| 3. | APPROVAL, ON A NONBINDING ADVISORY BASIS, | Management | For | For |
| OF THE COMPENSATION PAID TO THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS WITH RESPECT TO | | | |
| FISCAL YEAR ENDED DECEMBER 31, 2016. | | | |
| 4. | THAT THE SHAREHOLDERS REQUEST THE BOARD OF | Shareholder | Against | For |
| DIRECTORS TO ESTABLISH A POLICY | | | |
| REQUIRING THAT THE BOARD'S CHAIRMAN BE AN | | | |
| "INDEPENDENT" DIRECTOR. | | | |
| FREEPORT-MCMORAN INC. | | |
| Security | 35671D857 | Meeting Type | Annual |
| Ticker Symbol | FCX | Meeting Date | 06-Jun-2017 |
| ISIN | US35671D8570 | Agenda | 934593888 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | RICHARD C. ADKERSON | | For | For |
| 2 | GERALD J. FORD | | For | For |
| 3 | LYDIA H. KENNARD | | For | For |
| 4 | ANDREW LANGHAM | | For | For |
| 5 | JON C. MADONNA | | For | For |
| 6 | COURTNEY MATHER | | For | For |
| 7 | DUSTAN E. MCCOY | | For | For |
| 8 | FRANCES FRAGOS TOWNSEND | | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2017. | | | |
| 3. | APPROVAL, ON AN ADVISORY BASIS, OF THE | Management | Against | Against |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 4. | APPROVAL, ON AN ADVISORY BASIS, OF THE | Management | 1 Year | For |
| FREQUENCY OF FUTURE ADVISORY VOTES ON THE | | | |
| COMPENSATION OF OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
Page 47 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| ALLIANCE DATA SYSTEMS CORPORATION |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 07-Jun-2017 |
| ISIN | US0185811082 | Agenda | 934600621 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: BRUCE K. ANDERSON | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: ROGER H. BALLOU | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: KELLY J. BARLOW | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: D. KEITH COBB | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: E. LINN DRAPER, JR. | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: EDWARD J. HEFFERNAN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: KENNETH R. JENSEN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: ROBERT A. MINICUCCI | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: TIMOTHY J. THERIAULT | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: LAURIE A. TUCKER | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY OF AN | Management | 1 Year | For |
| ADVISORY VOTE ON EXECUTIVE COMPENSATION. | | | |
| 4. | RATIFICATION OF THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM OF ALLIANCE DATA | | | |
| SYSTEMS CORPORATION FOR 2017. | | | |
| DEVON ENERGY CORPORATION |
| Security | 25179M103 | Meeting Type | Annual |
| Ticker Symbol | DVN | Meeting Date | 07-Jun-2017 |
| ISIN | US25179M1036 | Agenda | 934603235 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | BARBARA M. BAUMANN | | For | For |
| 2 | JOHN E. BETHANCOURT | | For | For |
| 3 | DAVID A. HAGER | | For | For |
| 4 | ROBERT H. HENRY | | For | For |
| 5 | MICHAEL M. KANOVSKY | | For | For |
| 6 | ROBERT A. MOSBACHER, JR | | For | For |
| 7 | DUANE C. RADTKE | | For | For |
| 8 | MARY P. RICCIARDELLO | | For | For |
| 9 | JOHN RICHELS | | For | For |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY OF AN | Management | 1 Year | For |
| ADVISORY VOTE ON EXECUTIVE COMPENSATION. | | | |
| 4. | RATIFY THE APPOINTMENT OF THE COMPANY'S | Management | For | For |
| INDEPENDENT AUDITORS FOR 2017. | | | |
| 5. | APPROVE THE DEVON ENERGY CORPORATION | Management | For | For |
| ANNUAL INCENTIVE COMPENSATION PLAN. | | | |
| 6. | APPROVE THE DEVON ENERGY CORPORATION | Management | For | For |
| 2017 LONG-TERM INCENTIVE PLAN. | | | |
| 7. | REPORT ON PUBLIC POLICY ADVOCACY RELATED | Shareholder | Against | For |
| TO ENERGY POLICY AND CLIMATE CHANGE. | | | |
| 8. | ASSESSMENT ON THE IMPACT OF GLOBAL CLIMATE | Shareholder | Against | For |
| CHANGE POLICIES. | | | |
| 9. | REPORT ON LOBBYING POLICY AND ACTIVITY. | Shareholder | For | Against |
| 10. | ASSESSMENT OF BENEFITS AND RISKS OF USING | Shareholder | Against | For |
| RESERVE ADDITIONS AS A COMPENSATION | | | |
| METRIC. | | | |
Page 48 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| ELECTRONICS FOR IMAGING, INC. |
| Security | 286082102 | Meeting Type | Annual |
| Ticker Symbol | EFII | Meeting Date | 07-Jun-2017 |
| ISIN | US2860821022 | Agenda | 934618969 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | ERIC BROWN | | For | For |
| 2 | GILL COGAN | | For | For |
| 3 | GUY GECHT | | For | For |
| 4 | THOMAS GEORGENS | | For | For |
| 5 | RICHARD A. KASHNOW | | For | For |
| 6 | DAN MAYDAN | | For | For |
| 2. | TO APPROVE A NON-BINDING ADVISORY | Management | Against | Against |
| PROPOSAL ON EXECUTIVE COMPENSATION. | | | |
| 3. | TO PROVIDE AN ADVISORY VOTE TO DETERMINE | Management | 1 Year | For |
| WHETHER A NON-BINDING ADVISORY VOTE ON | | | |
| EXECUTIVE COMPENSATION SHOULD OCCUR | | | |
| EVERY ONE, TWO OR THREE YEARS. | | | |
| 4. | TO APPROVE THE ADOPTION OF THE 2017 EQUITY | Management | Against | Against |
| INCENTIVE PLAN. | | | |
| 5. | TO RATIFY THE APPOINTMENT OF THE COMPANY'S | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING | | | |
| FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, | | | |
| 2017. | | | |
| INGERSOLL-RAND PLC | | |
| Security | G47791101 | Meeting Type | Annual |
| Ticker Symbol | IR | Meeting Date | 08-Jun-2017 |
| ISIN | IE00B6330302 | Agenda | 934601736 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: ANN C. BERZIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JOHN BRUTON | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JARED L. COHON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: GARY D. FORSEE | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: LINDA P. HUDSON | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: MICHAEL W. LAMACH | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MYLES P. LEE | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JOHN P. SURMA | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: RICHARD J. SWIFT | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: TONY L. WHITE | Management | For | For |
| 2. | ADVISORY APPROVAL OF THE COMPENSATION OF | Management | For | For |
| THE COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 3. | ADVISORY VOTE ON THE FREQUENCY OF THE | Management | 1 Year | For |
| ADVISORY VOTE ON THE COMPENSATION OF OUR | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 4. | APPROVAL OF THE APPOINTMENT OF | Management | For | For |
| INDEPENDENT AUDITORS OF THE COMPANY AND | | | |
| AUTHORIZATION OF THE AUDIT COMMITTEE OF | | | |
| THE BOARD OF DIRECTORS TO SET THE AUDITORS' | | | |
| REMUNERATION. | | | |
| 5. | APPROVAL OF THE RENEWAL OF THE DIRECTORS' | Management | For | For |
| EXISTING AUTHORITY TO ISSUE SHARES. | | | |
| 6. | APPROVAL OF THE RENEWAL OF THE DIRECTORS' | Management | For | For |
| EXISTING AUTHORITY TO ISSUE SHARES FOR CASH | | | |
| WITHOUT FIRST OFFERING SHARES TO EXISTING | | | |
| SHAREHOLDERS. (SPECIAL RESOLUTION) | | | |
| 7. | DETERMINATION OF THE PRICE RANGE AT WHICH | Management | For | For |
| THE COMPANY CAN RE-ALLOT SHARES THAT IT | | | |
| HOLDS AS TREASURY SHARES. (SPECIAL | | | |
| RESOLUTION) | | | |
Page 49 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| FIDELITY NATIONAL FINANCIAL, INC. |
| Security | 31620R303 | Meeting Type | Annual |
| Ticker Symbol | FNF | Meeting Date | 14-Jun-2017 |
| ISIN | US31620R3030 | Agenda | 934611218 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | WILLIAM P. FOLEY, II* | | For | For |
| 2 | DOUGLAS K. AMMERMAN* | | For | For |
| 3 | THOMAS M. HAGERTY* | | For | For |
| 4 | PETER O. SHEA, JR.* | | For | For |
| 5 | RAYMOND R. QUIRK# | | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE 2017 FISCAL YEAR. | | | |
| 3. | APPROVAL OF A NON-BINDING ADVISORY | Management | For | For |
| RESOLUTION ON THE COMPENSATION PAID TO | | | |
| OUR NAMED EXECUTIVE OFFICERS. | | | |
| 4. | SELECTION, ON A NON-BINDING ADVISORY BASIS, | Management | 1 Year | For |
| OF THE FREQUENCY (ANNUAL OR "1 YEAR", | | | |
| BIENNIAL OR "2 YEARS", OR TRIENNIAL OR "3 | | | |
| YEARS") WITH WHICH WE SOLICIT FUTURE NON- | | | |
| BINDING ADVISORY VOTES ON THE | | | |
| COMPENSATION PAID TO OUR NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| CAVIUM, INC. | | |
| Security | 14964U108 | Meeting Type | Annual |
| Ticker Symbol | CAVM | Meeting Date | 20-Jun-2017 |
| ISIN | US14964U1088 | Agenda | 934615836 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1 | DIRECTOR | Management | | |
| 1 | EDWARD H. FRANK | | For | For |
| 2 | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT AUDITORS OF CAVIUM, INC. FOR ITS | | | |
| FISCAL YEAR ENDING DECEMBER 31, 2017 | | | |
| 3 | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF CAVIUM, INC.'S NAMED | | | |
| EXECUTIVE OFFICERS | | | |
| 4 | TO INDICATE, ON AN ADVISORY BASIS, THE | Management | 1 Year | For |
| PREFERRED FREQUENCY OF STOCKHOLDER | | | |
| ADVISORY VOTES ON THE COMPENSATION OF | | | |
| CAVIUM, INC.'S NAMED EXECUTIVE OFFICERS | | | |
Page 50 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| PURE STORAGE, INC. | | |
| Security | 74624M102 | Meeting Type | Annual |
| Ticker Symbol | PSTG | Meeting Date | 20-Jun-2017 |
| ISIN | US74624M1027 | Agenda | 934616903 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | MARK GARRETT | | For | For |
| 2 | FRANK SLOOTMAN | | For | For |
| 3 | MIKE SPEISER | | For | For |
| 2. | RATIFICATION OF THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS OUR INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR | | | |
| ENDING JANUARY 31, 2018. | | | |
| 3. | AN ADVISORY VOTE ON OUR NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION. | | | |
| 4. | AN ADVISORY VOTE ON THE FREQUENCY OF | Management | 1 Year | For |
| FUTURE ADVISORY VOTES ON OUR NAMED | | | |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 5. | RE-APPROVAL OF THE PROVISIONS OF OUR 2015 | Management | For | For |
| EQUITY INCENTIVE PLAN RELATING TO SECTION | | | |
| 162(M) OF THE INTERNAL REVENUE CODE. | | | |
| NATUS MEDICAL INCORPORATED |
| Security | 639050103 | Meeting Type | Annual |
| Ticker Symbol | BABY | Meeting Date | 21-Jun-2017 |
| ISIN | US6390501038 | Agenda | 934611991 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: MR. KENNETH E. LUDLUM | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MS. BARBARA R. PAUL | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF KPMG LLP AS | Management | For | For |
| OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE CURRENT FISCAL | | | |
| YEAR. | | | |
| 3. | ADVISORY APPROVAL OF THE FREQUENCY OF | Management | 1 Year | For |
| STOCKHOLDERS SAY-ON-PAY VOTE ON NAMED | | | |
| EXECUTIVE COMPENSATION. | | | |
| 4. | ADVISORY APPROVAL OF THE COMPANY'S NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| CHICO'S FAS, INC. | | |
| Security | 168615102 | Meeting Type | Annual |
| Ticker Symbol | CHS | Meeting Date | 22-Jun-2017 |
| ISIN | US1686151028 | Agenda | 934611826 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: DAVID F. WALKER | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JOHN J. MAHONEY | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: STEPHEN E. WATSON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DEBORAH L. KERR | Management | For | For |
| 2. | PROPOSAL TO RATIFY THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS INDEPENDENT CERTIFIED | | | |
| PUBLIC ACCOUNTANTS. | | | |
| 3. | ADVISORY RESOLUTION TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF FUTURE | Management | 1 Year | For |
| ADVISORY VOTES ON EXECUTIVE COMPENSATION. | | | |
| 5. | PROPOSAL TO APPROVE THE CHICO'S FAS, INC. | Management | Against | Against |
| AMENDED AND RESTATED 2012 OMNIBUS STOCK | | | |
| AND INCENTIVE PLAN AND THE MATERIAL TERMS | | | |
| OF THE PERFORMANCE GOALS UNDER THE PLAN. | | | |
Page 51 of 52
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| BED BATH & BEYOND INC. | | |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 29-Jun-2017 |
| ISIN | US0758961009 | Agenda | 934640764 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTOR: WARREN EISENBERG | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: LEONARD FEINSTEIN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: STEVEN H. TEMARES | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DEAN S. ADLER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: STANLEY F. BARSHAY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: KLAUS EPPLER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: PATRICK R. GASTON | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JORDAN HELLER | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: VICTORIA A. MORRISON | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: VIRGINIA P. | Management | For | For |
| RUESTERHOLZ | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF KPMG | Management | For | For |
| LLP. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, THE FISCAL | Management | For | For |
| 2016 COMPENSATION PAID TO THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 4. | TO RECOMMEND, BY NON-BINDING VOTE, THE | Management | 1 Year | For |
| FREQUENCY OF FUTURE ADVISORY VOTES ON | | | |
| EXECUTIVE COMPENSATION. | | | |
| 5. | TO RE-APPROVE THE PERFORMANCE GOALS | Management | For | For |
| UNDER THE 2012 INCENTIVE COMPENSATION PLAN. | | | |
Page 52 of 52
Thompson Bond Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| COMMONWEALTH OF PUERTO RICO |
| Security | 745145VF6 | Meeting Type | Consent |
| Ticker Symbol | | Meeting Date | 30-Nov-2016 |
| ISIN | US745145VF61 | Agenda | 934449580 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | BY MARKING "FOR" I DIRECT THE INSTITUTION | Management | For | N/A |
| HOLDING MY BONDS TO TRANSMIT AND CONFIRM | | | |
| MY BOND HOLDING INFORMATION (NAME, | | | |
| ADDRESS, BOND AND AMOUNTS HELD) FOR | | | |
| RECORDING IN THE REGISTRY. BY MARKING | | | |
| "AGAINST" MY BONDS SHALL BE "MISSING" FROM | | | |
| THE REGISTRY. I WILL NOT RECEIVE DIRECTLY | | | |
| FROM THE BOND ISSUER ANY OFFICIAL | | | |
| COMMUNICATIONS RELATING TO THE BONDS, | | | |
| SINCE ALL COMMUNICATIONS WILL BE SENT | | | |
| INDIRECTLY VIA THIRD PARTIES. I MAY NOT | | | |
| DIRECTLY PARTICIPATE IN ANY BONDOWNER | | | |
| INITIATIVE IN THE ABSENCE OF ACTIONS BY THIRD | | | |
| PARTIES. | | | |
| COMMONWEALTH OF PUERTO RICO | | |
| Security | 745145VD1 | Meeting Type | Consent |
| Ticker Symbol | | Meeting Date | 30-Nov-2016 |
| ISIN | US745145VD14 | Agenda | 934449580 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | BY MARKING "FOR" I DIRECT THE INSTITUTION | Management | For | N/A |
| HOLDING MY BONDS TO TRANSMIT AND CONFIRM | | | |
| MY BOND HOLDING INFORMATION (NAME, | | | |
| ADDRESS, BOND AND AMOUNTS HELD) FOR | | | |
| RECORDING IN THE REGISTRY. BY MARKING | | | |
| "AGAINST" MY BONDS SHALL BE "MISSING" FROM | | | |
| THE REGISTRY. I WILL NOT RECEIVE DIRECTLY | | | |
| FROM THE BOND ISSUER ANY OFFICIAL | | | |
| COMMUNICATIONS RELATING TO THE BONDS, | | | |
| SINCE ALL COMMUNICATIONS WILL BE SENT | | | |
| INDIRECTLY VIA THIRD PARTIES. I MAY NOT | | | |
| DIRECTLY PARTICIPATE IN ANY BONDOWNER | | | |
| INITIATIVE IN THE ABSENCE OF ACTIONS BY THIRD | | | |
| PARTIES. | | | |
| GOVERMENT DEVELOPMENT BANK FOR PR (GDB) |
| Security | 745177EX9 | Meeting Type | Consent |
| Ticker Symbol | | Meeting Date | 30-Nov-2016 |
| ISIN | US745177EX95 | Agenda | 934449605 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | BY MARKING "FOR" I DIRECT THE INSTITUTION | Management | For | N/A |
| HOLDING MY BONDS TO TRANSMIT AND CONFIRM | | | |
| MY BOND HOLDING INFORMATION (NAME, | | | |
| ADDRESS, BOND AND AMOUNTS HELD) FOR | | | |
| RECORDING IN THE REGISTRY. BY MARKING | | | |
| "AGAINST" MY BONDS SHALL BE "MISSING" FROM | | | |
| THE REGISTRY. I WILL NOT RECEIVE DIRECTLY | | | |
| FROM THE BOND ISSUER ANY OFFICIAL | | | |
| COMMUNICATIONS RELATING TO THE BONDS, | | | |
| SINCE ALL COMMUNICATIONS WILL BE SENT | | | |
| INDIRECTLY VIA THIRD PARTIES. I MAY NOT | | | |
| DIRECTLY PARTICIPATE IN ANY BONDOWNER | | | |
| INITIATIVE IN THE ABSENCE OF ACTIONS BY THIRD | | | |
| PARTIES. | | | |
Page 1 of 4
Thompson Bond Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| PR HIGHWAYS&TRANSPORTATION AUTH (PRHTA) |
| Security | 745190E95 | Meeting Type | Consent |
| Ticker Symbol | | Meeting Date | 30-Nov-2016 |
| ISIN | US745190E958 | Agenda | 934449629 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | BY MARKING "FOR" I DIRECT THE INSTITUTION | Management | For | N/A |
| HOLDING MY BONDS TO TRANSMIT AND CONFIRM | | | |
| MY BOND HOLDING INFORMATION (NAME, | | | |
| ADDRESS, BOND AND AMOUNTS HELD) FOR | | | |
| RECORDING IN THE REGISTRY. BY MARKING | | | |
| "AGAINST" MY BONDS SHALL BE "MISSING" FROM | | | |
| THE REGISTRY. I WILL NOT RECEIVE DIRECTLY | | | |
| FROM THE BOND ISSUER ANY OFFICIAL | | | |
| COMMUNICATIONS RELATING TO THE BONDS, | | | |
| SINCE ALL COMMUNICATIONS WILL BE SENT | | | |
| INDIRECTLY VIA THIRD PARTIES. I MAY NOT | | | |
| DIRECTLY PARTICIPATE IN ANY BONDOWNER | | | |
| INITIATIVE IN THE ABSENCE OF ACTIONS BY THIRD | | | |
| PARTIES. | | | |
| PR MUNICIPAL FINANCE AGENCY (MFA) | | |
| Security | 745277NV1 | Meeting Type | Consent |
| Ticker Symbol | | Meeting Date | 30-Nov-2016 |
| ISIN | US745277NV12 | Agenda | 934449667 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | BY MARKING "FOR" I DIRECT THE INSTITUTION | Management | For | N/A |
| HOLDING MY BONDS TO TRANSMIT AND CONFIRM | | | |
| MY BOND HOLDING INFORMATION (NAME, | | | |
| ADDRESS, BOND AND AMOUNTS HELD) FOR | | | |
| RECORDING IN THE REGISTRY. BY MARKING | | | |
| "AGAINST" MY BONDS SHALL BE "MISSING" FROM | | | |
| THE REGISTRY. I WILL NOT RECEIVE DIRECTLY | | | |
| FROM THE BOND ISSUER ANY OFFICIAL | | | |
| COMMUNICATIONS RELATING TO THE BONDS, | | | |
| SINCE ALL COMMUNICATIONS WILL BE SENT | | | |
| INDIRECTLY VIA THIRD PARTIES. I MAY NOT | | | |
| DIRECTLY PARTICIPATE IN ANY BONDOWNER | | | |
| INITIATIVE IN THE ABSENCE OF ACTIONS BY THIRD | | | |
| PARTIES. | | | |
| PR ELECTRIC POWER AUTHORITY (PREPA) | | |
| Security | 74526QEK4 | Meeting Type | Consent |
| Ticker Symbol | | Meeting Date | 30-Nov-2016 |
| ISIN | US74526QEK40 | Agenda | 934449706 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | BY MARKING "FOR" I DIRECT THE INSTITUTION | Management | For | N/A |
| HOLDING MY BONDS TO TRANSMIT AND CONFIRM | | | |
| MY BOND HOLDING INFORMATION (NAME, | | | |
| ADDRESS, BOND AND AMOUNTS HELD) FOR | | | |
| RECORDING IN THE REGISTRY. BY MARKING | | | |
| "AGAINST" MY BONDS SHALL BE "MISSING" FROM | | | |
| THE REGISTRY. I WILL NOT RECEIVE DIRECTLY | | | |
| FROM THE BOND ISSUER ANY OFFICIAL | | | |
| COMMUNICATIONS RELATING TO THE BONDS, | | | |
| SINCE ALL COMMUNICATIONS WILL BE SENT | | | |
| INDIRECTLY VIA THIRD PARTIES. I MAY NOT | | | |
| DIRECTLY PARTICIPATE IN ANY BONDOWNER | | | |
| INITIATIVE IN THE ABSENCE OF ACTIONS BY THIRD | | | |
| PARTIES. | | | |
Page 2 of 4
Thompson Bond Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| COMMONWEALTH OF PUERTO RICO |
| Security | 745145VF6 | Meeting Type | Special |
| Ticker Symbol | | Meeting Date | 30-Mar-2017 |
| ISIN | US745145VF61 | Agenda | 934511470 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | BY MARKING "FOR" I DIRECT THE INSTITUTION | Management | For | N/A |
| HOLDING MY BONDS TO TRANSMIT AND CONFIRM | | | |
| MY BOND HOLDING INFORMATION (NAME, | | | |
| ADDRESS, BOND AND AMOUNTS HELD) FOR | | | |
| RECORDING IN THE REGISTRY. BY MARKING | | | |
| "AGAINST" MY BONDS SHALL BE "MISSING" FROM | | | |
| THE REGISTRY. I WILL NOT RECEIVE DIRECTLY | | | |
| FROM THE BOND ISSUER ANY OFFICIAL | | | |
| COMMUNICATIONS RELATING TO THE BONDS, | | | |
| SINCE ALL COMMUNICATIONS WILL BE SENT | | | |
| INDIRECTLY VIA THIRD PARTIES. I MAY NOT | | | |
| DIRECTLY PARTICIPATE IN ANY BONDOWNER | | | |
| INITIATIVE IN THE ABSENCE OF ACTIONS BY THIRD | | | |
| PARTIES. | | | |
| COMMONWEALTH OF PUERTO RICO |
| Security | 745145VD1 | Meeting Type | Special |
| Ticker Symbol | | Meeting Date | 30-Mar-2017 |
| ISIN | US745145VD14 | Agenda | 934511470 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | BY MARKING "FOR" I DIRECT THE INSTITUTION | Management | For | N/A |
| HOLDING MY BONDS TO TRANSMIT AND CONFIRM | | | |
| MY BOND HOLDING INFORMATION (NAME, | | | |
| ADDRESS, BOND AND AMOUNTS HELD) FOR | | | |
| RECORDING IN THE REGISTRY. BY MARKING | | | |
| "AGAINST" MY BONDS SHALL BE "MISSING" FROM | | | |
| THE REGISTRY. I WILL NOT RECEIVE DIRECTLY | | | |
| FROM THE BOND ISSUER ANY OFFICIAL | | | |
| COMMUNICATIONS RELATING TO THE BONDS, | | | |
| SINCE ALL COMMUNICATIONS WILL BE SENT | | | |
| INDIRECTLY VIA THIRD PARTIES. I MAY NOT | | | |
| DIRECTLY PARTICIPATE IN ANY BONDOWNER | | | |
| INITIATIVE IN THE ABSENCE OF ACTIONS BY THIRD | | | |
| PARTIES. | | | |
| PR HIGHWAYS&TRANSPORTATION AUTH (PRHTA) |
| Security | 745190E95 | Meeting Type | Special |
| Ticker Symbol | | Meeting Date | 30-Mar-2017 |
| ISIN | US745190E958 | Agenda | 934511519 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | BY MARKING "FOR" I DIRECT THE INSTITUTION | Management | For | N/A |
| HOLDING MY BONDS TO TRANSMIT AND CONFIRM | | | |
| MY BOND HOLDING INFORMATION (NAME, | | | |
| ADDRESS, BOND AND AMOUNTS HELD) FOR | | | |
| RECORDING IN THE REGISTRY. BY MARKING | | | |
| "AGAINST" MY BONDS SHALL BE "MISSING" FROM | | | |
| THE REGISTRY. I WILL NOT RECEIVE DIRECTLY | | | |
| FROM THE BOND ISSUER ANY OFFICIAL | | | |
| COMMUNICATIONS RELATING TO THE BONDS, | | | |
| SINCE ALL COMMUNICATIONS WILL BE SENT | | | |
| INDIRECTLY VIA THIRD PARTIES. I MAY NOT | | | |
| DIRECTLY PARTICIPATE IN ANY BONDOWNER | | | |
| INITIATIVE IN THE ABSENCE OF ACTIONS BY THIRD | | | |
| PARTIES. | | | |
Page 3 of 4
Thompson Bond Fund
Proxy Voting Record for Period 07/01/2016 to 06/30/2017
| PR MUNICIPAL FINANCE AGENCY (MFA) |
| Security | 745277NV1 | Meeting Type | Special |
| Ticker Symbol | | Meeting Date | 30-Mar-2017 |
| ISIN | US745277NV12 | Agenda | 934511557 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | BY MARKING "FOR" I DIRECT THE INSTITUTION | Management | For | N/A |
| HOLDING MY BONDS TO TRANSMIT AND CONFIRM | | | |
| MY BOND HOLDING INFORMATION (NAME, | | | |
| ADDRESS, BOND AND AMOUNTS HELD) FOR | | | |
| RECORDING IN THE REGISTRY. BY MARKING | | | |
| "AGAINST" MY BONDS SHALL BE "MISSING" FROM | | | |
| THE REGISTRY. I WILL NOT RECEIVE DIRECTLY | | | |
| FROM THE BOND ISSUER ANY OFFICIAL | | | |
| COMMUNICATIONS RELATING TO THE BONDS, | | | |
| SINCE ALL COMMUNICATIONS WILL BE SENT | | | |
| INDIRECTLY VIA THIRD PARTIES. I MAY NOT | | | |
| DIRECTLY PARTICIPATE IN ANY BONDOWNER | | | |
| INITIATIVE IN THE ABSENCE OF ACTIONS BY THIRD | | | |
| PARTIES. | | | |
| GOVERMENT DEVELOPMENT BANK FOR PR (GDB) |
| Security | 745177EX9 | Meeting Type | Special |
| Ticker Symbol | | Meeting Date | 30-Mar-2017 |
| ISIN | US745177EX95 | Agenda | 934512078 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | BY MARKING "FOR" I DIRECT THE INSTITUTION | Management | For | N/A |
| HOLDING MY BONDS TO TRANSMIT AND CONFIRM | | | |
| MY BOND HOLDING INFORMATION (NAME, | | | |
| ADDRESS, BOND AND AMOUNTS HELD) FOR | | | |
| RECORDING IN THE REGISTRY. BY MARKING | | | |
| "AGAINST" MY BONDS SHALL BE "MISSING" FROM | | | |
| THE REGISTRY. I WILL NOT RECEIVE DIRECTLY | | | |
| FROM THE BOND ISSUER ANY OFFICIAL | | | |
| COMMUNICATIONS RELATING TO THE BONDS, | | | |
| SINCE ALL COMMUNICATIONS WILL BE SENT | | | |
| INDIRECTLY VIA THIRD PARTIES. I MAY NOT | | | |
| DIRECTLY PARTICIPATE IN ANY BONDOWNER | | | |
| INITIATIVE IN THE ABSENCE OF ACTIONS BY THIRD | | | |
| PARTIES. | | | |
| PR ELECTRIC POWER AUTHORITY (PREPA) |
| Security | 74526QEK4 | Meeting Type | Special |
| Ticker Symbol | | Meeting Date | 30-Mar-2017 |
| ISIN | US74526QEK40 | Agenda | 934512179 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | BY MARKING "FOR" I DIRECT THE INSTITUTION | Management | For | N/A |
| HOLDING MY BONDS TO TRANSMIT AND CONFIRM | | | |
| MY BOND HOLDING INFORMATION (NAME, | | | |
| ADDRESS, BOND AND AMOUNTS HELD) FOR | | | |
| RECORDING IN THE REGISTRY. BY MARKING | | | |
| "AGAINST" MY BONDS SHALL BE "MISSING" FROM | | | |
| THE REGISTRY. I WILL NOT RECEIVE DIRECTLY | | | |
| FROM THE BOND ISSUER ANY OFFICIAL | | | |
| COMMUNICATIONS RELATING TO THE BONDS, | | | |
| SINCE ALL COMMUNICATIONS WILL BE SENT | | | |
| INDIRECTLY VIA THIRD PARTIES. I MAY NOT | | | |
| DIRECTLY PARTICIPATE IN ANY BONDOWNER | | | |
| INITIATIVE IN THE ABSENCE OF ACTIONS BY THIRD | | | |
| PARTIES. | | | |
Page 4 of 4
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.
THOMPSON IM FUNDS, INC. |
| | | | | | | | | | | |
| By: | /s/ Jason L. Stephens | | | | | | | | | | |
| Jason L. Stephens, Chief Executive Officer |
| | | | | | | | | | | |
Date: August 29, 2017 |
