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: 07/01/2017-06/30/2018
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 07/01/2017 to 06/30/2018
| 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. | Election of Directors | Management | | |
| 1 | RICHARD BERGMAN | | For | For |
| 2 | JOHN MUTCH | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | Amend Stock Compensation Plan | Management | Against | Against |
| 4. | Amend Employee Stock Purchase Plan | Management | For | For |
| 5. | 14A Executive Compensation | Management | For | For |
| 6. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| MCKESSON CORPORATION |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 26-Jul-2017 |
| ISIN | US58155Q1031 | Agenda | 934648570 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 5. | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
| 6. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| EXACT SCIENCES CORPORATION |
| Security | 30063P105 | Meeting Type | Annual |
| Ticker Symbol | EXAS | Meeting Date | 27-Jul-2017 |
| ISIN | US30063P1057 | Agenda | 934650753 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | MANEESH K. ARORA | | For | For |
| 2 | JAMES E. DOYLE | | For | For |
| 3 | LIONEL N. STERLING | | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 4. | Amend Stock Compensation Plan | Management | For | For |
| 5. | Ratify Appointment of Independent Auditors | Management | For | For |
| FIRST HORIZON NATIONAL CORPORATION |
| Security | 320517105 | Meeting Type | Special |
| Ticker Symbol | FHN | Meeting Date | 07-Sep-2017 |
| ISIN | US3205171057 | Agenda | 934664459 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Stock Issuance | Management | For | For |
| 2. | Approve Motion to Adjourn Meeting | Management | For | For |
Page 1 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| FEDEX CORPORATION |
| Security | 31428X106 | Meeting Type | Annual |
| Ticker Symbol | FDX | Meeting Date | 25-Sep-2017 |
| ISIN | US31428X1063 | Agenda | 934667760 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 1L. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 4. | Amend Omnibus Stock Option Plan | Management | For | For |
| 5. | Ratify Appointment of Independent Auditors | Management | For | For |
| 6. | S/H Proposal - Access To Proxy | Shareholder | Against | For |
| 7. | S/H Proposal - Political/Government | Shareholder | For | Against |
| 8. | S/H Proposal - Increase Disclosure of Executive | Shareholder | Against | For |
| Compensation | | | |
| 9. | S/H Proposal - Add Women & Minorities to Board | Shareholder | Against | For |
| THE PROCTER & GAMBLE COMPANY |
| Security | 742718109 | Meeting Type | Contested-Annual |
| Ticker Symbol | PG | Meeting Date | 10-Oct-2017 |
| ISIN | US7427181091 | Agenda | 934664827 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | FRANCIS S. BLAKE | | Withheld | Against |
| 2 | ANGELA F. BRALY | | Withheld | Against |
| 3 | AMY L. CHANG | | Withheld | Against |
| 4 | KENNETH I. CHENAULT | | Withheld | Against |
| 5 | SCOTT D. COOK | | Withheld | Against |
| 6 | TERRY J. LUNDGREN | | Withheld | Against |
| 7 | W. JAMES MCNERNEY, JR. | | Withheld | Against |
| 8 | DAVID S. TAYLOR | | Withheld | Against |
| 9 | MARGARET C. WHITMAN | | Withheld | Against |
| 10 | PATRICIA A. WOERTZ | | Withheld | Against |
| 11 | ERNESTO ZEDILLO | | Withheld | Against |
| 2. | Ratify Appointment of Independent Auditors | Management | Against | Against |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 5. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 6. | S/H Proposal - Create a Non-Discriminatory Sexual | Shareholder | Against | For |
| Orientation Policy | | | |
| 7. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 8. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
Page 2 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| THE PROCTER & GAMBLE COMPANY |
| Security | 742718109 | Meeting Type | Contested-Annual |
| Ticker Symbol | PG | Meeting Date | 10-Oct-2017 |
| ISIN | US7427181091 | Agenda | 934664839 - Opposition |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | NELSON PELTZ | | For | For |
| 2 | MGT NOM: F.S. BLAKE | | For | For |
| 3 | MGT NOM: A.F. BRALY | | For | For |
| 4 | MGT NOM: AMY L. CHANG | | For | For |
| 5 | MGT NOM: K.I. CHENAULT | | For | For |
| 6 | MGT NOM: SCOTT D. COOK | | For | For |
| 7 | MGT NOM: T.J. LUNDGREN | | For | For |
| 8 | MGT NOM: W. MCNERNEY JR | | For | For |
| 9 | MGT NOM: D.S. TAYLOR | | For | For |
| 10 | MGT NOM: M.C. WHITMAN | | For | For |
| 11 | MGT NOM: P.A. WOERTZ | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | N/A |
| 3. | 14A Executive Compensation | Management | For | N/A |
| 4. | 14A Executive Compensation Vote Frequency | Management | 1 Year | N/A |
| 5. | S/H Proposal - Corporate Governance | Shareholder | Against | N/A |
| 6. | S/H Proposal - Create a Non-Discriminatory Sexual | Shareholder | Against | N/A |
| Orientation Policy | | | |
| 7. | S/H Proposal - Corporate Governance | Shareholder | Against | N/A |
| 8. | Approve Charter Amendment | Management | For | For |
| THE PROCTER & GAMBLE COMPANY |
| Security | 742718109 | Meeting Type | Contested-Annual |
| Ticker Symbol | PG | Meeting Date | 10-Oct-2017 |
| ISIN | US7427181091 | Agenda | 934669815 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | FRANCIS S. BLAKE | | Withheld | Against |
| 2 | ANGELA F. BRALY | | Withheld | Against |
| 3 | AMY L. CHANG | | Withheld | Against |
| 4 | KENNETH I. CHENAULT | | Withheld | Against |
| 5 | SCOTT D. COOK | | Withheld | Against |
| 6 | TERRY J. LUNDGREN | | Withheld | Against |
| 7 | W. JAMES MCNERNEY, JR. | | Withheld | Against |
| 8 | DAVID S. TAYLOR | | Withheld | Against |
| 9 | MARGARET C. WHITMAN | | Withheld | Against |
| 10 | PATRICIA A. WOERTZ | | Withheld | Against |
| 11 | ERNESTO ZEDILLO | | Withheld | Against |
| 2. | Ratify Appointment of Independent Auditors | Management | Against | Against |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 5. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 6. | S/H Proposal - Create a Non-Discriminatory Sexual | Shareholder | Against | For |
| Orientation Policy | | | |
| 7. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 8. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
Page 3 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| THE PROCTER & GAMBLE COMPANY |
| Security | 742718109 | Meeting Type | Contested-Annual |
| Ticker Symbol | PG | Meeting Date | 10-Oct-2017 |
| ISIN | US7427181091 | Agenda | 934669827 - Opposition |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | NELSON PELTZ | | For | For |
| 2 | MGT NOM: F.S. BLAKE | | For | For |
| 3 | MGT NOM: A.F. BRALY | | For | For |
| 4 | MGT NOM: AMY L. CHANG | | For | For |
| 5 | MGT NOM: K.I. CHENAULT | | For | For |
| 6 | MGT NOM: SCOTT D. COOK | | For | For |
| 7 | MGT NOM: T.J. LUNDGREN | | For | For |
| 8 | MGT NOM: W. MCNERNEY JR | | For | For |
| 9 | MGT NOM: D.S. TAYLOR | | For | For |
| 10 | MGT NOM: M.C. WHITMAN | | For | For |
| 11 | MGT NOM: P.A. WOERTZ | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | N/A |
| 3. | 14A Executive Compensation | Management | For | N/A |
| 4. | 14A Executive Compensation Vote Frequency | Management | 1 Year | N/A |
| 5. | S/H Proposal - Corporate Governance | Shareholder | Against | N/A |
| 6. | S/H Proposal - Create a Non-Discriminatory Sexual | Shareholder | Against | N/A |
| Orientation Policy | | | |
| 7. | S/H Proposal - Corporate Governance | Shareholder | Against | N/A |
| 8. | Approve Charter Amendment | Management | For | For |
| MAXIM INTEGRATED PRODUCTS, INC. |
| Security | 57772K101 | Meeting Type | Annual |
| Ticker Symbol | MXIM | Meeting Date | 10-Nov-2017 |
| ISIN | US57772K1016 | Agenda | 934683574 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 2 | Ratify Appointment of Independent Auditors | Management | For | For |
| 3 | Amend Employee Stock Purchase Plan | Management | For | For |
| 4 | 14A Executive Compensation | Management | For | For |
| 5 | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
Page 4 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| ORACLE CORPORATION |
| Security | 68389X105 | Meeting Type | Annual |
| Ticker Symbol | ORCL | Meeting Date | 15-Nov-2017 |
| ISIN | US68389X1054 | Agenda | 934681671 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | JEFFREY S. BERG | | For | For |
| 2 | MICHAEL J. BOSKIN | | For | For |
| 3 | SAFRA A. CATZ | | For | For |
| 4 | BRUCE R. CHIZEN | | For | For |
| 5 | GEORGE H. CONRADES | | For | For |
| 6 | LAWRENCE J. ELLISON | | For | For |
| 7 | HECTOR GARCIA-MOLINA | | For | For |
| 8 | JEFFREY O. HENLEY | | For | For |
| 9 | MARK V. HURD | | For | For |
| 10 | RENEE J. JAMES | | For | For |
| 11 | LEON E. PANETTA | | For | For |
| 12 | NAOMI O. SELIGMAN | | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 4. | Amend Stock Compensation Plan | Management | Against | Against |
| 5. | Ratify Appointment of Independent Auditors | Management | For | For |
| 6. | S/H Proposal - Political/Government | Shareholder | For | Against |
| 7. | S/H Proposal - Report on Pay Disparity | Shareholder | Against | For |
| 8. | S/H Proposal - Report on Pay Disparity | Shareholder | Against | For |
| VIAVI SOLUTIONS INC |
| Security | 925550105 | Meeting Type | Annual |
| Ticker Symbol | VIAV | Meeting Date | 15-Nov-2017 |
| ISIN | US9255501051 | Agenda | 934686099 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | RICHARD E. BELLUZZO | | For | For |
| 2 | KEITH BARNES | | For | For |
| 3 | TOR BRAHAM | | For | For |
| 4 | TIMOTHY CAMPOS | | For | For |
| 5 | DONALD COLVIN | | For | For |
| 6 | MASOOD A. JABBAR | | For | For |
| 7 | OLEG KHAYKIN | | For | For |
| 8 | PAMELA STRAYER | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 5. | Approve Charter Amendment | Management | For | For |
| 6. | Amend Stock Compensation Plan | Management | Against | Against |
| 7. | Amend Employee Stock Purchase Plan | Management | For | For |
Page 5 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| MICROSOFT CORPORATION |
| Security | 594918104 | Meeting Type | Annual |
| Ticker Symbol | MSFT | Meeting Date | 29-Nov-2017 |
| ISIN | US5949181045 | Agenda | 934689514 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 1L. | Election of Directors (Majority Voting) | Management | For | For |
| 1M. | Election of Directors (Majority Voting) | Management | For | For |
| 1N. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| 5. | Approve Stock Compensation Plan | Management | Against | Against |
| 6. | Adopt Stock Option Plan | Management | Against | Against |
| WALGREENS BOOTS ALLIANCE, INC. |
| Security | 931427108 | Meeting Type | Annual |
| Ticker Symbol | WBA | Meeting Date | 17-Jan-2018 |
| ISIN | US9314271084 | Agenda | 934709037 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 5. | Amend Stock Compensation Plan | Management | For | For |
| 6. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 7. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
Page 6 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| D.R. HORTON, INC. |
| Security | 23331A109 | Meeting Type | Annual |
| Ticker Symbol | DHI | Meeting Date | 24-Jan-2018 |
| ISIN | US23331A1097 | Agenda | 934714595 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 4. | Approve Stock Compensation Plan | Management | Against | Against |
| 5. | Ratify Appointment of Independent Auditors | Management | For | For |
| VISA INC. |
| Security | 92826C839 | Meeting Type | Annual |
| Ticker Symbol | V | Meeting Date | 30-Jan-2018 |
| ISIN | US92826C8394 | Agenda | 934712161 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| APPLE INC. |
| Security | 037833100 | Meeting Type | Annual |
| Ticker Symbol | AAPL | Meeting Date | 13-Feb-2018 |
| ISIN | US0378331005 | Agenda | 934716068 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | Amend Non-Employee Director Plan | Management | For | For |
| 5. | S/H Proposal - Shareholders be Given Access to Proxy | Shareholder | Against | For |
| 6. | S/H Proposal - Human Rights Related | Shareholder | Against | For |
Page 7 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| INFINEON TECHNOLOGIES AG |
| Security | 45662N103 | Meeting Type | Annual |
| Ticker Symbol | IFNNY | Meeting Date | 22-Feb-2018 |
| ISIN | US45662N1037 | Agenda | 934723190 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 2. | Miscellaneous Corporate Actions | Management | For | For |
| 3. | Approve Previous Board's Actions | Management | For | For |
| 4. | Approve Previous Board's Actions | Management | For | For |
| 5. | Ratify Appointment of Independent Auditors | Management | For | For |
| 6. | Elect Supervisory Board Member | Management | For | For |
| 7. | Stock Repurchase Plan | Management | For | For |
| 8. | Stock Repurchase Plan | Management | For | For |
| 9. | Approve Sale of Convertible Notes/Bonds | Management | For | For |
| JOHNSON CONTROLS INTERNATIONAL PLC |
| Security | G51502105 | Meeting Type | Annual |
| Ticker Symbol | JCI | Meeting Date | 07-Mar-2018 |
| ISIN | IE00BY7QL619 | Agenda | 934721211 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 2.A | Ratify Appointment of Independent Auditors | Management | For | For |
| 2.B | Approve Remuneration of Directors and Auditors | Management | For | For |
| 3. | Stock Repurchase Plan | Management | For | For |
| 4. | Miscellaneous Corporate Actions | Management | For | For |
| 5. | 14A Executive Compensation | Management | For | For |
| 6. | Allot Securities | Management | For | For |
| 7. | Authorize Co to Carry Out Rights Issues/Ltd Issuances | Management | For | For |
| w/o Preemptive Rights | | | |
| 8.A | Amend Articles/Charter to Reflect Changes in Capital | Management | For | For |
| 8.B | Amend Articles/Charter to Reflect Changes in Capital | Management | For | For |
Page 8 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| THE WALT DISNEY COMPANY |
| Security | 254687106 | Meeting Type | Annual |
| Ticker Symbol | DIS | Meeting Date | 08-Mar-2018 |
| ISIN | US2546871060 | Agenda | 934720598 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | Amend Stock Compensation Plan | Management | Against | Against |
| 4. | 14A Executive Compensation | Management | Against | Against |
| 5. | S/H Proposal - Political/Government | Shareholder | For | Against |
| 6. | S/H Proposal - Shareholders be Given Access to Proxy | Shareholder | Against | For |
| CVS HEALTH CORPORATION |
| Security | 126650100 | Meeting Type | Special |
| Ticker Symbol | CVS | Meeting Date | 13-Mar-2018 |
| ISIN | US1266501006 | Agenda | 934727972 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Stock Issuance | Management | For | For |
| 2. | Approve Motion to Adjourn Meeting | Management | For | For |
| QUALCOMM INCORPORATED |
| Security | 747525103 | Meeting Type | Contested-Annual |
| Ticker Symbol | QCOM | Meeting Date | 23-Mar-2018 |
| ISIN | US7475251036 | Agenda | 934718632 - Opposition |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Samih Elhage | | Withheld | Against |
| 2 | Raul J. Fernandez | | Withheld | Against |
| 3 | Michael S. Geltzeiler | | Withheld | Against |
| 4 | Stephen J. Girsky | | Withheld | Against |
| 5 | David G. Golden | | Withheld | Against |
| 6 | Veronica M. Hagen | | Withheld | Against |
| 7 | Julie A. Hill | | Withheld | Against |
| 8 | John H. Kispert | | Withheld | Against |
| 9 | Gregorio Reyes | | Withheld | Against |
| 10 | Thomas S. Volpe | | Withheld | Against |
| 11 | Harry L. You | | Withheld | Against |
| 2. | Approve Charter Amendment | Management | Abstain | Against |
| 3. | Ratify Appointment of Independent Auditors | Management | Abstain | Against |
| 4. | 14A Executive Compensation | Management | Abstain | N/A |
| 5. | Adopt Employee Stock Purchase Plan | Management | Abstain | N/A |
| 6. | Approve Charter Amendment | Management | Abstain | Against |
| 7. | Approve Charter Amendment | Management | Abstain | Against |
| 8. | Approve Charter Amendment | Management | Abstain | Against |
Page 9 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| QUALCOMM INCORPORATED |
| Security | 747525103 | Meeting Type | Contested-Annual |
| Ticker Symbol | QCOM | Meeting Date | 23-Mar-2018 |
| ISIN | US7475251036 | Agenda | 934719329 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1 | Election of Directors | Management | | |
| 1 | Barbara T. Alexander | | For | For |
| 2 | Jeffrey W. Henderson | | For | For |
| 3 | Thomas W. Horton | | For | For |
| 4 | Paul E. Jacobs | | For | For |
| 5 | Ann M. Livermore | | For | For |
| 6 | Harish Manwani | | For | For |
| 7 | Mark D. McLaughlin | | For | For |
| 8 | Steve Mollenkopf | | For | For |
| 9 | Clark T. Randt, Jr. | | For | For |
| 10 | Francisco Ros | | For | For |
| 11 | Anthony J. Vinciquerra | | For | For |
| 2 | Ratify Appointment of Independent Auditors | Management | For | For |
| 3 | 14A Executive Compensation | Management | For | For |
| 4 | Amend Employee Stock Purchase Plan | Management | For | For |
| 5 | Approve Liquidation Plan | Management | For | For |
| 6 | Approve Charter Amendment | Management | For | For |
| 7 | Approve Charter Amendment | Management | For | For |
| 8 | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| QUALCOMM INCORPORATED |
| Security | 747525103 | Meeting Type | Contested-Annual |
| Ticker Symbol | QCOM | Meeting Date | 23-Mar-2018 |
| ISIN | US7475251036 | Agenda | 934719331 - Opposition |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1 | Election of Directors | Management | | |
| 1 | Samih Elhage | | Withheld | Against |
| 2 | Raul J. Fernandez | | Withheld | Against |
| 3 | Michael S. Geltzeiler | | Withheld | Against |
| 4 | Stephen J. Girsky | | Withheld | Against |
| 5 | David G. Golden | | Withheld | Against |
| 6 | Veronica M. Hagen | | Withheld | Against |
| 7 | Julie A. Hill | | Withheld | Against |
| 8 | John H. Kispert | | Withheld | Against |
| 9 | Gregorio Reyes | | Withheld | Against |
| 10 | Thomas S. Volpe | | Withheld | Against |
| 11 | Harry L. You | | Withheld | Against |
| 2 | Approve Charter Amendment | Management | Abstain | Against |
| 3 | Ratify Appointment of Independent Auditors | Management | Abstain | Against |
| 4 | 14A Executive Compensation | Management | Abstain | N/A |
| 5 | Adopt Employee Stock Purchase Plan | Management | Abstain | N/A |
| 6 | Approve Charter Amendment | Management | Abstain | Against |
| 7 | Approve Charter Amendment | Management | Abstain | Against |
| 8 | Approve Charter Amendment | Management | Abstain | Against |
Page 10 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| QUALCOMM INCORPORATED |
| Security | 747525103 | Meeting Type | Contested-Annual |
| Ticker Symbol | QCOM | Meeting Date | 23-Mar-2018 |
| ISIN | US7475251036 | Agenda | 934728188 - Opposition |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1 | Election of Directors | Management | | |
| 1 | Samih Elhage | | Withheld | Against |
| 2 | David G. Golden | | Withheld | Against |
| 3 | Veronica M. Hagen | | Withheld | Against |
| 4 | Julie A. Hill | | Withheld | Against |
| 5 | John H. Kispert | | Withheld | Against |
| 6 | Harry L. You | | Withheld | Against |
| 2 | Approve Charter Amendment | Management | Abstain | Against |
| 3 | Ratify Appointment of Independent Auditors | Management | Abstain | Against |
| 4 | 14A Executive Compensation | Management | Abstain | N/A |
| 5 | Adopt Employee Stock Purchase Plan | Management | Abstain | N/A |
| 6 | Approve Charter Amendment | Management | Abstain | Against |
| 7 | Approve Charter Amendment | Management | Abstain | Against |
| 8 | Approve Charter Amendment | Management | Abstain | Against |
| ABB LTD |
| Security | 000375204 | Meeting Type | Annual |
| Ticker Symbol | ABB | Meeting Date | 29-Mar-2018 |
| ISIN | US0003752047 | Agenda | 934735703 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1 | Adopt Accounts for Past Year | Management | For | N/A |
| 2 | Miscellaneous Corporate Actions | Management | For | N/A |
| 3 | Receive Consolidated Financial Statements | Management | For | N/A |
| 4 | Miscellaneous Corporate Actions | Management | For | N/A |
| 5.1 | Approve Article Amendments | Management | For | N/A |
| 5.2 | Approve Article Amendments | Management | For | N/A |
| 6.1 | 14A Executive Compensation | Management | For | N/A |
| 6.2 | 14A Executive Compensation | Management | For | N/A |
| 7A | Election of Directors (Majority Voting) | Management | For | N/A |
| 7B | Election of Directors (Majority Voting) | Management | For | N/A |
| 7C | Election of Directors (Majority Voting) | Management | For | N/A |
| 7D | Election of Directors (Majority Voting) | Management | For | N/A |
| 7E | Election of Directors (Majority Voting) | Management | For | N/A |
| 7F | Election of Directors (Majority Voting) | Management | For | N/A |
| 7G | Election of Directors (Majority Voting) | Management | For | N/A |
| 7H | Election of Directors (Majority Voting) | Management | For | N/A |
| 7I | Election of Directors (Majority Voting) | Management | For | N/A |
| 7J | Election of Directors (Majority Voting) | Management | For | N/A |
| 7K | Election of Directors (Majority Voting) | Management | For | N/A |
| 8.1 | Miscellaneous Corporate Actions | Management | For | N/A |
| 8.2 | Miscellaneous Corporate Actions | Management | For | N/A |
| 8.3 | Miscellaneous Corporate Actions | Management | For | N/A |
| 9 | Miscellaneous Corporate Actions | Management | For | N/A |
| 10 | Ratify Appointment of Independent Auditors | Management | For | N/A |
| 11 | Miscellaneous Corporate Actions | Management | For | N/A |
Page 11 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| HEWLETT PACKARD ENTERPRISE COMPANY |
| Security | 42824C109 | Meeting Type | Annual |
| Ticker Symbol | HPE | Meeting Date | 04-Apr-2018 |
| ISIN | US42824C1099 | Agenda | 934729344 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 1L. | Election of Directors (Majority Voting) | Management | For | For |
| 1M. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) |
| Security | 806857108 | Meeting Type | Annual |
| Ticker Symbol | SLB | Meeting Date | 04-Apr-2018 |
| ISIN | AN8068571086 | Agenda | 934735246 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Receive Consolidated Financial Statements | Management | For | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| 5. | Amend Omnibus Stock Option Plan | Management | For | For |
Page 12 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| NORTHERN TRUST CORPORATION |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 17-Apr-2018 |
| ISIN | US6658591044 | Agenda | 934733913 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 1L. | Election of Directors (Majority Voting) | Management | For | For |
| 1M. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | S/H Proposal - Political/Government | Shareholder | For | Against |
| ASSOCIATED BANC-CORP |
| Security | 045487105 | Meeting Type | Annual |
| Ticker Symbol | ASB | Meeting Date | 24-Apr-2018 |
| ISIN | US0454871056 | Agenda | 934736135 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | John F. Bergstrom | | For | For |
| 2 | Michael T. Crowley, Jr. | | For | For |
| 3 | Philip B. Flynn | | For | For |
| 4 | R. Jay Gerken | | For | For |
| 5 | Judith P. Greffin | | For | For |
| 6 | William R. Hutchinson | | For | For |
| 7 | Robert A. Jeffe | | For | For |
| 8 | Eileen A. Kamerick | | For | For |
| 9 | Gale E. Klappa | | For | For |
| 10 | Richard T. Lommen | | For | For |
| 11 | Cory L. Nettles | | For | For |
| 12 | Karen T. van Lith | | For | For |
| 13 | John (Jay) B. Williams | | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
Page 13 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| CITIGROUP INC. |
| Security | 172967424 | Meeting Type | Annual |
| Ticker Symbol | C | Meeting Date | 24-Apr-2018 |
| ISIN | US1729674242 | Agenda | 934740401 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 1m. | Election of Directors (Majority Voting) | Management | For | For |
| 1n. | Election of Directors (Majority Voting) | Management | For | For |
| 1o. | Election of Directors (Majority Voting) | Management | For | For |
| 1p. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | Approve Stock Compensation Plan | Management | For | For |
| 5. | S/H Proposal - Human Rights Related | Shareholder | Against | For |
| 6. | S/H Proposal - Adopt Cumulative Voting | Shareholder | Against | For |
| 7. | S/H Proposal - Political/Government | Shareholder | For | Against |
| 8. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 9. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 10. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| EOG RESOURCES, INC. |
| Security | 26875P101 | Meeting Type | Annual |
| Ticker Symbol | EOG | Meeting Date | 24-Apr-2018 |
| ISIN | US26875P1012 | Agenda | 934736678 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | Amend Employee Stock Purchase Plan | Management | For | For |
| 4. | 14A Executive Compensation | Management | For | For |
Page 14 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| FIRST HORIZON NATIONAL CORPORATION |
| Security | 320517105 | Meeting Type | Annual |
| Ticker Symbol | FHN | Meeting Date | 24-Apr-2018 |
| ISIN | US3205171057 | Agenda | 934737795 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 1L. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Approve Charter Amendment | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| HANESBRANDS INC. |
| Security | 410345102 | Meeting Type | Annual |
| Ticker Symbol | HBI | Meeting Date | 24-Apr-2018 |
| ISIN | US4103451021 | Agenda | 934736197 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| HP INC. |
| Security | 40434L105 | Meeting Type | Annual |
| Ticker Symbol | HPQ | Meeting Date | 24-Apr-2018 |
| ISIN | US40434L1052 | Agenda | 934737909 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
Page 15 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| NOBLE ENERGY, INC. |
| Security | 655044105 | Meeting Type | Annual |
| Ticker Symbol | NBL | Meeting Date | 24-Apr-2018 |
| ISIN | US6550441058 | Agenda | 934735171 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | S/H Proposal - Environmental | Shareholder | Against | For |
| SHIRE PLC |
| Security | 82481R106 | Meeting Type | Annual |
| Ticker Symbol | SHPG | Meeting Date | 24-Apr-2018 |
| ISIN | US82481R1068 | Agenda | 934765807 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Receive Consolidated Financial Statements | Management | For | For |
| 2. | Receive Directors' Report | Management | For | For |
| 3. | Receive Directors' Report | Management | For | For |
| 4. | Election of Directors (Full Slate) | Management | For | For |
| 5. | Election of Directors (Full Slate) | Management | For | For |
| 6. | Election of Directors (Majority Voting) | Management | For | For |
| 7. | Election of Directors (Full Slate) | Management | For | For |
| 8. | Election of Directors (Full Slate) | Management | For | For |
| 9. | Election of Directors (Full Slate) | Management | For | For |
| 10. | Election of Directors (Full Slate) | Management | For | For |
| 11. | Election of Directors (Full Slate) | Management | For | For |
| 12. | Election of Directors (Full Slate) | Management | For | For |
| 13. | Election of Directors (Full Slate) | Management | For | For |
| 14. | Ratify Appointment of Independent Auditors | Management | For | For |
| 15. | Approve Remuneration of Directors and Auditors | Management | For | For |
| 16. | Allot Securities | Management | For | For |
| 17. | Allot Securities | Management | For | For |
| 18. | Allot Securities | Management | For | For |
| 19. | Approve Charter Amendment | Management | For | For |
| 20. | Miscellaneous Corporate Actions | Management | For | For |
Page 16 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| SUNTRUST BANKS, INC. |
| Security | 867914103 | Meeting Type | Annual |
| Ticker Symbol | STI | Meeting Date | 24-Apr-2018 |
| ISIN | US8679141031 | Agenda | 934732252 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 1L. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Adopt Omnibus Stock Option Plan | Management | For | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| THE PNC FINANCIAL SERVICES GROUP, INC. |
| Security | 693475105 | Meeting Type | Annual |
| Ticker Symbol | PNC | Meeting Date | 24-Apr-2018 |
| ISIN | US6934751057 | Agenda | 934732961 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 1L. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| BANK OF AMERICA CORPORATION |
| Security | 060505104 | Meeting Type | Annual |
| Ticker Symbol | BAC | Meeting Date | 25-Apr-2018 |
| ISIN | US0605051046 | Agenda | 934737163 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 1L. | Election of Directors (Majority Voting) | Management | For | For |
| 1M. | Election of Directors (Majority Voting) | Management | For | For |
| 1N. | Election of Directors (Majority Voting) | Management | For | For |
| 1O. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
Page 17 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| GENERAL ELECTRIC COMPANY |
| Security | 369604103 | Meeting Type | Annual |
| Ticker Symbol | GE | Meeting Date | 25-Apr-2018 |
| ISIN | US3696041033 | Agenda | 934737707 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| A1 | Election of Directors (Majority Voting) | Management | For | For |
| A2 | Election of Directors (Majority Voting) | Management | For | For |
| A3 | Election of Directors (Majority Voting) | Management | For | For |
| A4 | Election of Directors (Majority Voting) | Management | For | For |
| A5 | Election of Directors (Majority Voting) | Management | For | For |
| A6 | Election of Directors (Majority Voting) | Management | For | For |
| A7 | Election of Directors (Majority Voting) | Management | For | For |
| A8 | Election of Directors (Majority Voting) | Management | For | For |
| A9 | Election of Directors (Majority Voting) | Management | For | For |
| A10 | Election of Directors (Majority Voting) | Management | For | For |
| A11 | Election of Directors (Majority Voting) | Management | For | For |
| A12 | Election of Directors (Majority Voting) | Management | For | For |
| B1 | 14A Executive Compensation | Management | For | For |
| B2 | Adopt Employee Stock Purchase Plan | Management | For | For |
| B3 | Ratify Appointment of Independent Auditors | Management | For | For |
| C1 | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
| C2 | S/H Proposal - Adopt Cumulative Voting | Shareholder | Against | For |
| C3 | S/H Proposal - Executive Compensation | Shareholder | Against | For |
| C4 | S/H Proposal - Political/Government | Shareholder | Against | For |
| C5 | S/H Proposal - Executive Compensation | Shareholder | Against | For |
| C6 | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| CORNING INCORPORATED |
| Security | 219350105 | Meeting Type | Annual |
| Ticker Symbol | GLW | Meeting Date | 26-Apr-2018 |
| ISIN | US2193501051 | Agenda | 934735575 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 1L. | Election of Directors (Majority Voting) | Management | For | For |
| 1M. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| HCA HEALTHCARE, INC. |
| Security | 40412C101 | Meeting Type | Annual |
| Ticker Symbol | HCA | Meeting Date | 26-Apr-2018 |
| ISIN | US40412C1018 | Agenda | 934740348 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
Page 18 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| JOHNSON & JOHNSON |
| Security | 478160104 | Meeting Type | Annual |
| Ticker Symbol | JNJ | Meeting Date | 26-Apr-2018 |
| ISIN | US4781601046 | Agenda | 934737620 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | S/H Proposal - Executive Compensation | Shareholder | Against | For |
| 5. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| PFIZER INC. |
| Security | 717081103 | Meeting Type | Annual |
| Ticker Symbol | PFE | Meeting Date | 26-Apr-2018 |
| ISIN | US7170811035 | Agenda | 934739256 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | Adopt Stock Option Plan | Management | For | For |
| 5. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 6. | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
| 7. | S/H Proposal - Political/Government | Shareholder | For | Against |
| ABBOTT LABORATORIES |
| Security | 002824100 | Meeting Type | Annual |
| Ticker Symbol | ABT | Meeting Date | 27-Apr-2018 |
| ISIN | US0028241000 | Agenda | 934739840 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | R.J. Alpern | | For | For |
| 2 | R.S. Austin | | For | For |
| 3 | S.E. Blount | | For | For |
| 4 | E.M. Liddy | | For | For |
| 5 | N. McKinstry | | For | For |
| 6 | P.N. Novakovic | | For | For |
| 7 | W.A. Osborn | | For | For |
| 8 | S.C. Scott III | | For | For |
| 9 | D.J. Starks | | For | For |
| 10 | J.G. Stratton | | For | For |
| 11 | G.F. Tilton | | For | For |
| 12 | M.D. White | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
Page 19 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| TOPBUILD CORP |
| Security | 89055F103 | Meeting Type | Annual |
| Ticker Symbol | BLD | Meeting Date | 30-Apr-2018 |
| ISIN | US89055F1030 | Agenda | 934738901 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Gerald Volas | | For | For |
| 2 | Carl T. Camden | | For | For |
| 3 | Joseph S. Cantie | | For | For |
| 2. | Declassify Board | Management | For | For |
| 3. | Approve Charter Amendment | Management | For | For |
| 4. | Miscellaneous Corporate Actions | Management | For | For |
| 5. | Ratify Appointment of Independent Auditors | Management | For | For |
| 6. | 14A Executive Compensation | Management | For | For |
| BRUNSWICK CORPORATION |
| Security | 117043109 | Meeting Type | Annual |
| Ticker Symbol | BC | Meeting Date | 02-May-2018 |
| ISIN | US1170431092 | Agenda | 934745398 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Declassify Board | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| DISCOVER FINANCIAL SERVICES |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 02-May-2018 |
| ISIN | US2547091080 | Agenda | 934750490 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | S/H Proposal - Eliminate Supermajority Vote | Shareholder | Against | For |
| THE GOLDMAN SACHS GROUP, INC. |
| Security | 38141G104 | Meeting Type | Annual |
| Ticker Symbol | GS | Meeting Date | 02-May-2018 |
| ISIN | US38141G1040 | Agenda | 934750084 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Amend Stock Compensation Plan | Management | Against | Against |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| 5. | S/H Proposal - Political/Government | Shareholder | For | Against |
| 6. | S/H Proposal - Political/Government | Shareholder | Against | For |
Page 20 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| ABBVIE INC. |
| Security | 00287Y109 | Meeting Type | Annual |
| Ticker Symbol | ABBV | Meeting Date | 04-May-2018 |
| ISIN | US00287Y1091 | Agenda | 934746768 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Roxanne S. Austin | | For | For |
| 2 | Richard A. Gonzalez | | For | For |
| 3 | Rebecca B. Roberts | | For | For |
| 4 | Glenn F. Tilton | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 5. | Approve Charter Amendment | Management | For | For |
| 6. | Eliminate Supermajority Requirements | Management | For | For |
| 7. | S/H Proposal - Political/Government | Shareholder | Against | For |
| 8. | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
| 9. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| LKQ CORPORATION |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 07-May-2018 |
| ISIN | US5018892084 | Agenda | 934743065 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| CIT GROUP INC. |
| Security | 125581801 | Meeting Type | Annual |
| Ticker Symbol | CIT | Meeting Date | 08-May-2018 |
| ISIN | US1255818015 | Agenda | 934751151 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
Page 21 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| EXPRESS SCRIPTS HOLDING COMPANY |
| Security | 30219G108 | Meeting Type | Annual |
| Ticker Symbol | ESRX | Meeting Date | 10-May-2018 |
| ISIN | US30219G1085 | Agenda | 934745716 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 1m. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | S/H Proposal - Gender Pay Gap | Shareholder | Against | For |
| 5. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| HARLEY-DAVIDSON, INC. |
| Security | 412822108 | Meeting Type | Annual |
| Ticker Symbol | HOG | Meeting Date | 10-May-2018 |
| ISIN | US4128221086 | Agenda | 934751795 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | 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. | 14A Executive Compensation | Management | For | For |
| 3. | Amend Director Stock Option Plan | Management | For | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| KIMBERLY-CLARK CORPORATION |
| Security | 494368103 | Meeting Type | Annual |
| Ticker Symbol | KMB | Meeting Date | 10-May-2018 |
| ISIN | US4943681035 | Agenda | 934744625 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 1L. | Election of Directors (Majority Voting) | Management | For | For |
| 1M. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| MASCO CORPORATION |
| Security | 574599106 | Meeting Type | Annual |
| Ticker Symbol | MAS | Meeting Date | 11-May-2018 |
| ISIN | US5745991068 | Agenda | 934771824 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
Page 22 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| ANADARKO PETROLEUM CORPORATION |
| Security | 032511107 | Meeting Type | Annual |
| Ticker Symbol | APC | Meeting Date | 15-May-2018 |
| ISIN | US0325111070 | Agenda | 934763055 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | S/H Proposal - Environmental | Shareholder | Against | For |
| JPMORGAN CHASE & CO. |
| Security | 46625H100 | Meeting Type | Annual |
| Ticker Symbol | JPM | Meeting Date | 15-May-2018 |
| ISIN | US46625H1005 | Agenda | 934764463 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Approve Charter Amendment | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | Amend Stock Compensation Plan | Management | Against | Against |
| 5. | Ratify Appointment of Independent Auditors | Management | For | For |
| 6. | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
| 7. | S/H Proposal - Political/Government | Shareholder | Against | For |
| 8. | S/H Proposal - Human Rights Related | Shareholder | Against | For |
| 9. | S/H Proposal - Health Issues | Shareholder | Against | For |
| MAXWELL TECHNOLOGIES, INC. |
| Security | 577767106 | Meeting Type | Annual |
| Ticker Symbol | MXWL | Meeting Date | 15-May-2018 |
| ISIN | US5777671067 | Agenda | 934768031 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Franz Fink | | For | For |
| 2 | Steven Bilodeau | | For | For |
| 2. | Amend Stock Compensation Plan | Management | Against | Against |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | 14A Executive Compensation | Management | For | For |
Page 23 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| ZIMMER BIOMET HOLDINGS, INC. |
| Security | 98956P102 | Meeting Type | Annual |
| Ticker Symbol | ZBH | Meeting Date | 15-May-2018 |
| ISIN | US98956P1021 | Agenda | 934766190 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| KOHL'S CORPORATION |
| Security | 500255104 | Meeting Type | Annual |
| Ticker Symbol | KSS | Meeting Date | 16-May-2018 |
| ISIN | US5002551043 | Agenda | 934750628 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| STATE STREET CORPORATION |
| Security | 857477103 | Meeting Type | Annual |
| Ticker Symbol | STT | Meeting Date | 16-May-2018 |
| ISIN | US8574771031 | Agenda | 934769273 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Miscellaneous Corporate Actions | Management | For | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| HD SUPPLY HOLDINGS, INC. |
| Security | 40416M105 | Meeting Type | Annual |
| Ticker Symbol | HDS | Meeting Date | 17-May-2018 |
| ISIN | US40416M1053 | Agenda | 934757800 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Declassify Board | Management | For | For |
| 2. | Election of Directors | Management | | |
| 1 | Betsy S. Atkins | | For | For |
| 2 | Scott D. Ostfeld | | For | For |
| 3 | James A. Rubright | | For | For |
| 4 | Lauren Taylor Wolfe | | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
Page 24 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| INTEL CORPORATION |
| Security | 458140100 | Meeting Type | Annual |
| Ticker Symbol | INTC | Meeting Date | 17-May-2018 |
| ISIN | US4581401001 | Agenda | 934763613 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 5. | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
| 6. | S/H Proposal - Political/Government | Shareholder | For | Against |
| AMGEN INC. |
| Security | 031162100 | Meeting Type | Annual |
| Ticker Symbol | AMGN | Meeting Date | 22-May-2018 |
| ISIN | US0311621009 | Agenda | 934775101 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 1m. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| MERCK & CO., INC. |
| Security | 58933Y105 | Meeting Type | Annual |
| Ticker Symbol | MRK | Meeting Date | 22-May-2018 |
| ISIN | US58933Y1055 | Agenda | 934774262 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 1m. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
Page 25 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| LUMBER LIQUIDATORS HOLDINGS, INC. |
| Security | 55003T107 | Meeting Type | Annual |
| Ticker Symbol | LL | Meeting Date | 23-May-2018 |
| ISIN | US55003T1079 | Agenda | 934782500 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Douglas T. Moore* | | For | For |
| 2 | Nancy M. Taylor* | | For | For |
| 3 | Jimmie L. Wade* | | For | For |
| 4 | Famous P. Rhodes# | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| PAYPAL HOLDINGS, INC. |
| Security | 70450Y103 | Meeting Type | Annual |
| Ticker Symbol | PYPL | Meeting Date | 23-May-2018 |
| ISIN | US70450Y1038 | Agenda | 934777787 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Amend Stock Compensation Plan | Management | Against | Against |
| 4. | Amend Employee Stock Purchase Plan | Management | For | For |
| 5. | Ratify Appointment of Independent Auditors | Management | For | For |
| 6. | S/H Proposal - Shareholders be Given Access to Proxy | Shareholder | Against | For |
| 7. | S/H Proposal - Political/Government | Shareholder | For | Against |
| 8. | S/H Proposal - Human Rights Related | Shareholder | Against | For |
| CHEVRON CORPORATION |
| Security | 166764100 | Meeting Type | Annual |
| Ticker Symbol | CVX | Meeting Date | 30-May-2018 |
| ISIN | US1667641005 | Agenda | 934787308 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | S/H Proposal - Political/Government | Shareholder | For | Against |
| 5. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 6. | S/H Proposal - Environmental | Shareholder | Against | For |
| 7. | S/H Proposal - Report/Reduce Greenhouse Gas | Shareholder | Against | For |
| Emissions | | | |
| 8. | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
| 9. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 10. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
Page 26 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| EBAY INC. |
| Security | 278642103 | Meeting Type | Annual |
| Ticker Symbol | EBAY | Meeting Date | 30-May-2018 |
| ISIN | US2786421030 | Agenda | 934791573 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| | | |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 1m. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | Miscellaneous Corporate Actions | Management | For | For |
| EXXON MOBIL CORPORATION |
| Security | 30231G102 | Meeting Type | Annual |
| Ticker Symbol | XOM | Meeting Date | 30-May-2018 |
| ISIN | US30231G1022 | Agenda | 934785784 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| | | |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
| 5. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 6. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 7. | S/H Proposal - Political/Government | Shareholder | For | Against |
| WALMART INC. |
| Security | 931142103 | Meeting Type | Annual |
| Ticker Symbol | WMT | Meeting Date | 30-May-2018 |
| ISIN | US9311421039 | Agenda | 934793072 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| | | |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
| 5. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
Page 27 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| FACEBOOK, INC. |
| Security | 30303M102 | Meeting Type | Annual |
| Ticker Symbol | FB | Meeting Date | 31-May-2018 |
| ISIN | US30303M1027 | Agenda | 934793034 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Marc L. Andreessen | | For | For |
| 2 | Erskine B. Bowles | | For | For |
| 3 | Kenneth I. Chenault | | For | For |
| 4 | S. D. Desmond-Hellmann | | For | For |
| 5 | Reed Hastings | | For | For |
| 6 | Jan Koum | | For | For |
| 7 | Sheryl K. Sandberg | | For | For |
| 8 | Peter A. Thiel | | For | For |
| 9 | Mark Zuckerberg | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 4. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 5. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 6. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 7. | S/H Proposal - Gender Pay Gap | Shareholder | Against | For |
| 8. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| ZIONS BANCORPORATION |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 01-Jun-2018 |
| ISIN | US9897011071 | Agenda | 934775973 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| CVS HEALTH CORPORATION |
| Security | 126650100 | Meeting Type | Annual |
| Ticker Symbol | CVS | Meeting Date | 04-Jun-2018 |
| ISIN | US1266501006 | Agenda | 934794973 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | Approve Charter Amendment | Management | For | For |
| 5. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
Page 28 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| FREEPORT-MCMORAN INC. |
| Security | 35671D857 | Meeting Type | Annual |
| Ticker Symbol | FCX | Meeting Date | 05-Jun-2018 |
| ISIN | US35671D8570 | Agenda | 934789150 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Directors (Majority Voting) | Management | For | For |
| 1.2 | Election of Directors (Majority Voting) | Management | For | For |
| 1.3 | Election of Directors (Majority Voting) | Management | For | For |
| 1.4 | Election of Directors (Majority Voting) | Management | For | For |
| 1.5 | Election of Directors (Majority Voting) | Management | For | For |
| 1.6 | Election of Directors (Majority Voting) | Management | For | For |
| 1.7 | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| ALLIANCE DATA SYSTEMS CORPORATION |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 06-Jun-2018 |
| ISIN | US0185811082 | Agenda | 934797424 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Directors (Majority Voting) | Management | For | For |
| 1.2 | Election of Directors (Majority Voting) | Management | For | For |
| 1.3 | Election of Directors (Majority Voting) | Management | For | For |
| 1.4 | Election of Directors (Majority Voting) | Management | For | For |
| 1.5 | Election of Directors (Majority Voting) | Management | For | For |
| 1.6 | Election of Directors (Majority Voting) | Management | For | For |
| 1.7 | Election of Directors (Majority Voting) | Management | For | For |
| 1.8 | Election of Directors (Majority Voting) | Management | For | For |
| 1.9 | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| ALPHABET INC. |
| Security | 02079K305 | Meeting Type | Annual |
| Ticker Symbol | GOOGL | Meeting Date | 06-Jun-2018 |
| ISIN | US02079K3059 | Agenda | 934803188 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | 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 | Sundar Pichai | | For | For |
| 11 | K. Ram Shriram | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | Amend Stock Compensation Plan | Management | For | For |
| 4. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| 5. | S/H Proposal - Political/Government | Shareholder | Against | For |
| 6. | S/H Proposal - Create a Non-Discriminatory Sexual | Shareholder | Against | For |
| Orientation Policy | | | |
| 7. | S/H Proposal - Eliminate Supermajority Vote | Shareholder | Against | For |
| 8. | S/H Proposal - Environmental | Shareholder | Against | For |
| 9. | S/H Proposal - Create a Non-Discriminatory Sexual | Shareholder | Against | For |
| Orientation Policy | | | |
| 10. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
Page 29 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| DEVON ENERGY CORPORATION |
| Security | 25179M103 | Meeting Type | Annual |
| Ticker Symbol | DVN | Meeting Date | 06-Jun-2018 |
| ISIN | US25179M1036 | Agenda | 934799911 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | 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 | John Krenicki Jr. | | For | For |
| 7 | Robert A. Mosbacher Jr. | | For | For |
| 8 | Duane C. Radtke | | For | For |
| 9 | Mary P. Ricciardello | | For | For |
| 10 | John Richels | | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| BLACK KNIGHT, INC. |
| Security | 09215C105 | Meeting Type | Annual |
| Ticker Symbol | BKI | Meeting Date | 13-Jun-2018 |
| ISIN | US09215C1053 | Agenda | 934810169 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | William P. Foley, II | | For | For |
| 2 | Thomas M. Hagerty | | For | For |
| 3 | Thomas J. Sanzone | | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| CELGENE CORPORATION |
| Security | 151020104 | Meeting Type | Annual |
| Ticker Symbol | CELG | Meeting Date | 13-Jun-2018 |
| ISIN | US1510201049 | Agenda | 934805637 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Mark J. Alles | | For | For |
| 2 | R W Barker, D.Phil, OBE | | For | For |
| 3 | Hans E. Bishop | | 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 | P. A. Hemingway Hall | | For | For |
| 10 | James J. Loughlin | | For | For |
| 11 | Ernest Mario, Ph.D. | | For | For |
| 12 | John H. Weiland | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | S/H Proposal - Shareholders be Given Access to Proxy | Shareholder | Against | For |
| 5. | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
| FIDELITY NATIONAL FINANCIAL, INC. |
| Security | 31620R303 | Meeting Type | Annual |
| Ticker Symbol | FNF | Meeting Date | 13-Jun-2018 |
| ISIN | US31620R3030 | Agenda | 934812276 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Raymond R. Quirk | | For | For |
| 2 | Heather H. Murren | | For | For |
| 3 | John D. Rood | | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | Approve Charter Amendment | Management | For | For |
Page 30 of 31
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| TARGET CORPORATION |
| Security | 87612E106 | Meeting Type | Annual |
| Ticker Symbol | TGT | Meeting Date | 13-Jun-2018 |
| ISIN | US87612E1064 | Agenda | 934805904 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
| BED BATH & BEYOND INC. |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 29-Jun-2018 |
| ISIN | US0758961009 | Agenda | 934839361 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | Approve Stock Compensation Plan | Management | For | For |
| DELTA AIR LINES, INC. |
| Security | 247361702 | Meeting Type | Annual |
| Ticker Symbol | DAL | Meeting Date | 29-Jun-2018 |
| ISIN | US2473617023 | Agenda | 934822520 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
Page 31 of 31
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| 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. | Election of Directors | Management | | |
| 1 | RICHARD BERGMAN | | For | For |
| 2 | JOHN MUTCH | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | Amend Stock Compensation Plan | Management | Against | Against |
| 4. | Amend Employee Stock Purchase Plan | Management | For | For |
| 5. | 14A Executive Compensation | Management | For | For |
| 6. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| STRATASYS LTD |
| Security | M85548101 | Meeting Type | Annual |
| Ticker Symbol | SSYS | Meeting Date | 18-Jul-2017 |
| ISIN | IL0011267213 | Agenda | 934654294 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 2A. | Miscellaneous Corporate Actions | Management | For | For |
| 2B. | Miscellaneous Corporate Actions | Management | For | For |
| 3. | Miscellaneous Corporate Actions | Management | No Action | N/A |
| 3A. | Miscellaneous Corporate Actions | Management | No Action | N/A |
| 4. | 14A Executive Compensation | Management | For | For |
| 5. | Approve Option Grants | Management | For | For |
| 6. | Miscellaneous Corporate Actions | Management | For | For |
| 7. | Ratify Appointment of Independent Auditors | Management | For | For |
| MCKESSON CORPORATION |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 26-Jul-2017 |
| ISIN | US58155Q1031 | Agenda | 934648570 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 5. | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
| 6. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| EXACT SCIENCES CORPORATION |
| Security | 30063P105 | Meeting Type | Annual |
| Ticker Symbol | EXAS | Meeting Date | 27-Jul-2017 |
| ISIN | US30063P1057 | Agenda | 934650753 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | MANEESH K. ARORA | | For | For |
| 2 | JAMES E. DOYLE | | For | For |
| 3 | LIONEL N. STERLING | | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 4. | Amend Stock Compensation Plan | Management | For | For |
| 5. | Ratify Appointment of Independent Auditors | Management | For | For |
Page 1 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| FLUIDIGM CORPORATION |
| Security | 34385P108 | Meeting Type | Annual |
| Ticker Symbol | FLDM | Meeting Date | 01-Aug-2017 |
| ISIN | US34385P1084 | Agenda | 934656616 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | PATRICK S. JONES | | For | For |
| 2 | NICOLAS BARTHELEMY | | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 4. | Adopt Employee Stock Purchase Plan | Management | For | For |
| 5. | Amend Non-Employee Director Plan | Management | Against | Against |
| 6. | Ratify Appointment of Independent Auditors | Management | For | For |
| JAZZ PHARMACEUTICALS PLC |
| Security | G50871105 | Meeting Type | Annual |
| Ticker Symbol | JAZZ | Meeting Date | 03-Aug-2017 |
| ISIN | IE00B4Q5ZN47 | Agenda | 934650741 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | Stock Repurchase Plan | Management | For | For |
| MICHAEL KORS HOLDINGS LIMITED |
| Security | G60754101 | Meeting Type | Annual |
| Ticker Symbol | KORS | Meeting Date | 03-Aug-2017 |
| ISIN | VGG607541015 | Agenda | 934650789 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | S/H Proposal - Environmental | Shareholder | Against | For |
| THE J. M. SMUCKER COMPANY |
| Security | 832696405 | Meeting Type | Annual |
| Ticker Symbol | SJM | Meeting Date | 16-Aug-2017 |
| ISIN | US8326964058 | Agenda | 934655070 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 1L. | Election of Directors (Majority Voting) | Management | For | For |
| 1M. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 5. | S/H Proposal - Adopt Conservation Policy | Shareholder | Against | For |
| FIRST HORIZON NATIONAL CORPORATION |
| Security | 320517105 | Meeting Type | Special |
| Ticker Symbol | FHN | Meeting Date | 07-Sep-2017 |
| ISIN | US3205171057 | Agenda | 934664459 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Stock Issuance | Management | For | For |
| 2. | Approve Motion to Adjourn Meeting | Management | For | For |
Page 2 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| TAKE-TWO INTERACTIVE SOFTWARE, INC. |
| Security | 874054109 | Meeting Type | Annual |
| Ticker Symbol | TTWO | Meeting Date | 15-Sep-2017 |
| ISIN | US8740541094 | Agenda | 934664043 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | 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 | LAVERNE SRINIVASAN | | For | For |
| 7 | SUSAN TOLSON | | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 4. | 14A Executive Compensation | Management | Against | Against |
| 5. | Approve Stock Compensation Plan | Management | Against | Against |
| 6. | Adopt Employee Stock Purchase Plan | Management | For | For |
| 7. | Ratify Appointment of Independent Auditors | Management | For | For |
| PATTERSON COMPANIES, INC. |
| Security | 703395103 | Meeting Type | Annual |
| Ticker Symbol | PDCO | Meeting Date | 18-Sep-2017 |
| ISIN | US7033951036 | Agenda | 934665223 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| LAMB WESTON HOLDINGS, INC. |
| Security | 513272104 | Meeting Type | Annual |
| Ticker Symbol | LW | Meeting Date | 28-Sep-2017 |
| ISIN | US5132721045 | Agenda | 934666996 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 4. | Amend Stock Option Plan | Management | For | For |
| 5. | Ratify Appointment of Independent Auditors | Management | For | For |
Page 3 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| COACH, INC. |
| Security | 189754104 | Meeting Type | Annual |
| Ticker Symbol | COH | Meeting Date | 09-Nov-2017 |
| ISIN | US1897541041 | Agenda | 934683485 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 5. | Amend Stock Compensation Plan | Management | Against | Against |
| 6. | S/H Proposal - Report/Reduce Greenhouse Gas | Shareholder | Against | For |
| Emissions | | | |
| 7. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
Page 4 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| MAXIM INTEGRATED PRODUCTS, INC. |
| Security | 57772K101 | Meeting Type | Annual |
| Ticker Symbol | MXIM | Meeting Date | 10-Nov-2017 |
| ISIN | US57772K1016 | Agenda | 934683574 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 2 | Ratify Appointment of Independent Auditors | Management | For | For |
| 3 | Amend Employee Stock Purchase Plan | Management | For | For |
| 4 | 14A Executive Compensation | Management | For | For |
| 5 | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| VIAVI SOLUTIONS INC |
| Security | 925550105 | Meeting Type | Annual |
| Ticker Symbol | VIAV | Meeting Date | 15-Nov-2017 |
| ISIN | US9255501051 | Agenda | 934686099 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | RICHARD E. BELLUZZO | | For | For |
| 2 | KEITH BARNES | | For | For |
| 3 | TOR BRAHAM | | For | For |
| 4 | TIMOTHY CAMPOS | | For | For |
| 5 | DONALD COLVIN | | For | For |
| 6 | MASOOD A. JABBAR | | For | For |
| 7 | OLEG KHAYKIN | | For | For |
| 8 | PAMELA STRAYER | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 5. | Approve Charter Amendment | Management | For | For |
| 6. | Amend Stock Compensation Plan | Management | Against | Against |
| 7. | Amend Employee Stock Purchase Plan | Management | For | For |
| THE HAIN CELESTIAL GROUP, INC. |
| Security | 405217100 | Meeting Type | Annual |
| Ticker Symbol | HAIN | Meeting Date | 16-Nov-2017 |
| ISIN | US4052171000 | Agenda | 934692333 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Adopt Advance Notice Requirement | Management | For | For |
| 3. | Approve Charter Amendment | Management | For | For |
| 4. | 14A Executive Compensation | Management | Against | Against |
| 5. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 6. | Ratify Appointment of Independent Auditors | Management | For | For |
Page 5 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| D.R. HORTON, INC. |
| Security | 23331A109 | Meeting Type | Annual |
| Ticker Symbol | DHI | Meeting Date | 24-Jan-2018 |
| ISIN | US23331A1097 | Agenda | 934714595 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 4. | Approve Stock Compensation Plan | Management | Against | Against |
| 5. | Ratify Appointment of Independent Auditors | Management | For | For |
| MUELLER WATER PRODUCTS, INC. |
| Security | 624758108 | Meeting Type | Annual |
| Ticker Symbol | MWA | Meeting Date | 24-Jan-2018 |
| ISIN | US6247581084 | Agenda | 934712919 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Directors (Majority Voting) | Management | For | For |
| 1.2 | Election of Directors (Majority Voting) | Management | For | For |
| 1.3 | Election of Directors (Majority Voting) | Management | For | For |
| 1.4 | Election of Directors (Majority Voting) | Management | For | For |
| 1.5 | Election of Directors (Majority Voting) | Management | For | For |
| 1.6 | Election of Directors (Majority Voting) | Management | For | For |
| 1.7 | Election of Directors (Majority Voting) | Management | For | For |
| 1.8 | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| INFINEON TECHNOLOGIES AG |
| Security | 45662N103 | Meeting Type | Annual |
| Ticker Symbol | IFNNY | Meeting Date | 22-Feb-2018 |
| ISIN | US45662N1037 | Agenda | 934723190 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 2. | Miscellaneous Corporate Actions | Management | For | For |
| 3. | Approve Previous Board's Actions | Management | For | For |
| 4. | Approve Previous Board's Actions | Management | For | For |
| 5. | Ratify Appointment of Independent Auditors | Management | For | For |
| 6. | Elect Supervisory Board Member | Management | For | For |
| 7. | Stock Repurchase Plan | Management | For | For |
| 8. | Stock Repurchase Plan | Management | For | For |
| 9. | Approve Sale of Convertible Notes/Bonds | Management | For | For |
| LIQUIDITY SERVICES, INC. |
| Security | 53635B107 | Meeting Type | Annual |
| Ticker Symbol | LQDT | Meeting Date | 22-Feb-2018 |
| ISIN | US53635B1070 | Agenda | 934722542 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Beatriz Infante | | For | For |
| 2 | Patrick Gross | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| HELMERICH & PAYNE, INC. |
| Security | 423452101 | Meeting Type | Annual |
| Ticker Symbol | HP | Meeting Date | 06-Mar-2018 |
| ISIN | US4234521015 | Agenda | 934721487 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
Page 6 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| HOLOGIC, INC. |
| Security | 436440101 | Meeting Type | Annual |
| Ticker Symbol | HOLX | Meeting Date | 14-Mar-2018 |
| ISIN | US4364401012 | Agenda | 934723138 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Stephen P. MacMillan | | For | For |
| 2 | Sally W. Crawford | | For | For |
| 3 | Charles J. Dockendorff | | For | For |
| 4 | Scott T. Garrett | | For | For |
| 5 | Namal Nawana | | For | For |
| 6 | Christiana Stamoulis | | For | For |
| 7 | Amy M. Wendell | | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Amend Stock Compensation Plan | Management | Against | Against |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| CAVIUM, INC. |
| Security | 14964U108 | Meeting Type | Special |
| Ticker Symbol | CAVM | Meeting Date | 16-Mar-2018 |
| ISIN | US14964U1088 | Agenda | 934727100 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Approve Merger Agreement | Management | For | For |
| 2. | Approve Motion to Adjourn Meeting | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| A.O. SMITH CORPORATION |
| Security | 831865209 | Meeting Type | Annual |
| Ticker Symbol | AOS | Meeting Date | 09-Apr-2018 |
| ISIN | US8318652091 | Agenda | 934731060 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | William P. Greubel | | For | For |
| 2 | Dr. Ilham Kadri | | For | For |
| 3 | Idelle K. Wolf | | For | For |
| 4 | Gene C. Wulf | | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
Page 7 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| NORTHERN TRUST CORPORATION |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 17-Apr-2018 |
| ISIN | US6658591044 | Agenda | 934733913 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 1L. | Election of Directors (Majority Voting) | Management | For | For |
| 1M. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | S/H Proposal - Political/Government | Shareholder | For | Against |
| ASSOCIATED BANC-CORP |
| Security | 045487105 | Meeting Type | Annual |
| Ticker Symbol | ASB | Meeting Date | 24-Apr-2018 |
| ISIN | US0454871056 | Agenda | 934736135 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | John F. Bergstrom | | For | For |
| 2 | Michael T. Crowley, Jr. | | For | For |
| 3 | Philip B. Flynn | | For | For |
| 4 | R. Jay Gerken | | For | For |
| 5 | Judith P. Greffin | | For | For |
| 6 | William R. Hutchinson | | For | For |
| 7 | Robert A. Jeffe | | For | For |
| 8 | Eileen A. Kamerick | | For | For |
| 9 | Gale E. Klappa | | For | For |
| 10 | Richard T. Lommen | | For | For |
| 11 | Cory L. Nettles | | For | For |
| 12 | Karen T. van Lith | | For | For |
| 13 | John (Jay) B. Williams | | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| FIRST HORIZON NATIONAL CORPORATION |
| Security | 320517105 | Meeting Type | Annual |
| Ticker Symbol | FHN | Meeting Date | 24-Apr-2018 |
| ISIN | US3205171057 | Agenda | 934737795 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 1L. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Approve Charter Amendment | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| HANESBRANDS INC. |
| Security | 410345102 | Meeting Type | Annual |
| Ticker Symbol | HBI | Meeting Date | 24-Apr-2018 |
| ISIN | US4103451021 | Agenda | 934736197 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
Page 8 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| KIMCO REALTY CORPORATION |
| Security | 49446R109 | Meeting Type | Annual |
| Ticker Symbol | KIM | Meeting Date | 24-Apr-2018 |
| ISIN | US49446R1095 | Agenda | 934739282 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| NOBLE ENERGY, INC. |
| Security | 655044105 | Meeting Type | Annual |
| Ticker Symbol | NBL | Meeting Date | 24-Apr-2018 |
| ISIN | US6550441058 | Agenda | 934735171 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | S/H Proposal - Environmental | Shareholder | Against | For |
Page 9 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| SUNTRUST BANKS, INC. |
| Security | 867914103 | Meeting Type | Annual |
| Ticker Symbol | STI | Meeting Date | 24-Apr-2018 |
| ISIN | US8679141031 | Agenda | 934732252 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 1L. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Adopt Omnibus Stock Option Plan | Management | For | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| REGIONS FINANCIAL CORPORATION |
| Security | 7591EP100 | Meeting Type | Annual |
| Ticker Symbol | RF | Meeting Date | 25-Apr-2018 |
| ISIN | US7591EP1005 | Agenda | 934740021 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 1m. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | 14A Executive Compensation Vote Frequency | Management | 1 Year | For |
| W.W. GRAINGER, INC. |
| Security | 384802104 | Meeting Type | Annual |
| Ticker Symbol | GWW | Meeting Date | 25-Apr-2018 |
| ISIN | US3848021040 | Agenda | 934739864 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | 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 | Beatriz R. Perez | | For | For |
| 8 | Michael J. Roberts | | For | For |
| 9 | E. Scott Santi | | For | For |
| 10 | James D. Slavik | | For | For |
| 11 | Lucas E. Watson | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
Page 10 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| REGAL BELOIT CORPORATION |
| Security | 758750103 | Meeting Type | Annual |
| Ticker Symbol | RBC | Meeting Date | 30-Apr-2018 |
| ISIN | US7587501039 | Agenda | 934744170 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | Approve Stock Compensation Plan | Management | For | For |
| TOPBUILD CORP |
| Security | 89055F103 | Meeting Type | Annual |
| Ticker Symbol | BLD | Meeting Date | 30-Apr-2018 |
| ISIN | US89055F1030 | Agenda | 934738901 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Gerald Volas | | For | For |
| 2 | Carl T. Camden | | For | For |
| 3 | Joseph S. Cantie | | For | For |
| 2. | Declassify Board | Management | For | For |
| 3. | Approve Charter Amendment | Management | For | For |
| 4. | Miscellaneous Corporate Actions | Management | For | For |
| 5. | Ratify Appointment of Independent Auditors | Management | For | For |
| 6. | 14A Executive Compensation | Management | For | For |
| APTARGROUP, INC. |
| Security | 038336103 | Meeting Type | Annual |
| Ticker Symbol | ATR | Meeting Date | 02-May-2018 |
| ISIN | US0383361039 | Agenda | 934745653 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Approve Stock Compensation Plan | Management | For | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| BRUNSWICK CORPORATION |
| Security | 117043109 | Meeting Type | Annual |
| Ticker Symbol | BC | Meeting Date | 02-May-2018 |
| ISIN | US1170431092 | Agenda | 934745398 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Declassify Board | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
Page 11 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| DIAMONDROCK HOSPITALITY CO |
| Security | 252784301 | Meeting Type | Annual |
| Ticker Symbol | DRH | Meeting Date | 02-May-2018 |
| ISIN | US2527843013 | Agenda | 934750274 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Directors (Majority Voting) | Management | For | For |
| 1.2 | Election of Directors (Majority Voting) | Management | For | For |
| 1.3 | Election of Directors (Majority Voting) | Management | For | For |
| 1.4 | Election of Directors (Majority Voting) | Management | For | For |
| 1.5 | Election of Directors (Majority Voting) | Management | For | For |
| 1.6 | Election of Directors (Majority Voting) | Management | For | For |
| 1.7 | Election of Directors (Majority Voting) | Management | For | For |
| 1.8 | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| DISCOVER FINANCIAL SERVICES |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 02-May-2018 |
| ISIN | US2547091080 | Agenda | 934750490 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 1K. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | S/H Proposal - Eliminate Supermajority Vote | Shareholder | Against | For |
| INTERNATIONAL FLAVORS & FRAGRANCES INC. |
| Security | 459506101 | Meeting Type | Annual |
| Ticker Symbol | IFF | Meeting Date | 02-May-2018 |
| ISIN | US4595061015 | Agenda | 934750616 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
Page 12 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| REALOGY HOLDINGS CORP. |
| Security | 75605Y106 | Meeting Type | Annual |
| Ticker Symbol | RLGY | Meeting Date | 02-May-2018 |
| ISIN | US75605Y1064 | Agenda | 934745994 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | Approve Stock Compensation Plan | Management | Against | Against |
| ACADIA HEALTHCARE COMPANY, INC. |
| Security | 00404A109 | Meeting Type | Annual |
| Ticker Symbol | ACHC | Meeting Date | 03-May-2018 |
| ISIN | US00404A1097 | Agenda | 934747215 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Directors (Majority Voting) | Management | For | For |
| 1.2 | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| ACCELERATE DIAGNOSTICS |
| Security | 00430H102 | Meeting Type | Annual |
| Ticker Symbol | AXDX | Meeting Date | 03-May-2018 |
| ISIN | US00430H1023 | Agenda | 934776812 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Thomas D. Brown | | For | For |
| 2 | Lawrence Mehren | | For | For |
| 3 | Mark C. Miller | | For | For |
| 4 | John Patience | | For | For |
| 5 | Jack Schuler | | For | For |
| 6 | Matthew Strobeck, Ph.D. | | For | For |
| 7 | Frank J.M. ten Brink | | For | For |
| 8 | Charles Watts, M.D. | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| ECOLAB INC. |
| Security | 278865100 | Meeting Type | Annual |
| Ticker Symbol | ECL | Meeting Date | 03-May-2018 |
| ISIN | US2788651006 | Agenda | 934742378 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 1m. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
Page 13 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| LKQ CORPORATION |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 07-May-2018 |
| ISIN | US5018892084 | Agenda | 934743065 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| CIT GROUP INC. |
| Security | 125581801 | Meeting Type | Annual |
| Ticker Symbol | CIT | Meeting Date | 08-May-2018 |
| ISIN | US1255818015 | Agenda | 934751151 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| MDU RESOURCES GROUP, INC. |
| Security | 552690109 | Meeting Type | Annual |
| Ticker Symbol | MDU | Meeting Date | 08-May-2018 |
| ISIN | US5526901096 | Agenda | 934750135 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| SPX FLOW, INC. |
| Security | 78469X107 | Meeting Type | Annual |
| Ticker Symbol | FLOW | Meeting Date | 09-May-2018 |
| ISIN | US78469X1072 | Agenda | 934750868 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Directors (Majority Voting) | Management | For | For |
| 1.2 | Election of Directors (Majority Voting) | Management | For | For |
| 1.3 | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Amend Articles-Board Related | Management | For | For |
| 4. | Eliminate Supermajority Requirements | Management | For | For |
| 5. | Ratify Appointment of Independent Auditors | Management | For | For |
| USG CORPORATION |
| Security | 903293405 | Meeting Type | Contested-Annual |
| Ticker Symbol | USG | Meeting Date | 09-May-2018 |
| ISIN | US9032934054 | Agenda | 934755882 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
Page 14 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| HARLEY-DAVIDSON, INC. |
| Security | 412822108 | Meeting Type | Annual |
| Ticker Symbol | HOG | Meeting Date | 10-May-2018 |
| ISIN | US4128221086 | Agenda | 934751795 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | 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. | 14A Executive Compensation | Management | For | For |
| 3. | Amend Director Stock Option Plan | Management | For | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| PULTEGROUP, INC. |
| Security | 745867101 | Meeting Type | Annual |
| Ticker Symbol | PHM | Meeting Date | 10-May-2018 |
| ISIN | US7458671010 | Agenda | 934758636 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| FARO TECHNOLOGIES, INC. |
| Security | 311642102 | Meeting Type | Annual |
| Ticker Symbol | FARO | Meeting Date | 11-May-2018 |
| ISIN | US3116421021 | Agenda | 934756872 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Lynn Brubaker | | For | For |
| 2 | Jeffrey A. Graves, PhD | | For | For |
| 3 | Simon Raab, PhD | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | Amend Stock Compensation Plan | Management | Against | Against |
Page 15 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| LUNDIN MINING CORPORATION |
| Security | 550372106 | Meeting Type | Annual |
| Ticker Symbol | LUNMF | Meeting Date | 11-May-2018 |
| ISIN | CA5503721063 | Agenda | 934785277 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1 | Election of Directors (Majority Voting) | 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 |
| 2 | Ratify Appointment of Independent Auditors | Management | For | For |
| 3 | 14A Executive Compensation | Management | For | For |
| MASCO CORPORATION |
| Security | 574599106 | Meeting Type | Annual |
| Ticker Symbol | MAS | Meeting Date | 11-May-2018 |
| ISIN | US5745991068 | Agenda | 934771824 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| MAXWELL TECHNOLOGIES, INC. |
| Security | 577767106 | Meeting Type | Annual |
| Ticker Symbol | MXWL | Meeting Date | 15-May-2018 |
| ISIN | US5777671067 | Agenda | 934768031 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Franz Fink | | For | For |
| 2 | Steven Bilodeau | | For | For |
| 2. | Amend Stock Compensation Plan | Management | Against | Against |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | 14A Executive Compensation | Management | For | For |
Page 16 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| NEWELL BRANDS INC. |
| Security | 651229106 | Meeting Type | Contested-Annual |
| Ticker Symbol | NWL | Meeting Date | 15-May-2018 |
| ISIN | US6512291062 | Agenda | 934779755 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1 | Election of Directors | Management | | |
| 1 | David L. Atchison | | For | For |
| 2 | Patrick D. Campbell | | For | For |
| 3 | James R. Craigie | | For | For |
| 4 | Debra A. Crew | | For | For |
| 5 | Brett M. Icahn | | For | For |
| 6 | Andrew N. Langham | | For | For |
| 7 | Courtney R. Mather | | For | For |
| 8 | Michael B. Polk | | For | For |
| 9 | Judith A. Sprieser | | For | For |
| 10 | Steven J. Strobel | | For | For |
| 11 | Michael A. Todman | | For | For |
| 2 | Ratify Appointment of Independent Auditors | Management | For | For |
| 3 | 14A Executive Compensation | Management | For | For |
| 4 | S/H Proposal - Corporate Governance | Shareholder | No Action | N/A |
| NEWELL BRANDS INC. |
| Security | 651229106 | Meeting Type | Contested-Annual |
| Ticker Symbol | NWL | Meeting Date | 15-May-2018 |
| ISIN | US6512291062 | Agenda | 934805839 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1 | Election of Directors | Management | | |
| 1 | Bridget Ryan Berman | | For | For |
| 2 | Patrick D. Campbell | | For | For |
| 3 | James R. Craigie | | For | For |
| 4 | Debra A. Crew | | For | For |
| 5 | Brett M. Icahn | | For | For |
| 6 | Gerardo I. Lopez | | For | For |
| 7 | Courtney R. Mather | | For | For |
| 8 | Michael B. Polk | | For | For |
| 9 | Judith A. Sprieser | | For | For |
| 10 | Robert A. Steele | | For | For |
| 11 | Steven J. Strobel | | For | For |
| 12 | Michael A. Todman | | For | For |
| 2 | Ratify Appointment of Independent Auditors | Management | For | For |
| 3 | 14A Executive Compensation | Management | For | For |
| 4 | S/H Proposal - Corporate Governance | Shareholder | No Action | N/A |
| SPX CORPORATION |
| Security | 784635104 | Meeting Type | Annual |
| Ticker Symbol | SPXC | Meeting Date | 15-May-2018 |
| ISIN | US7846351044 | Agenda | 934767471 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| ZIMMER BIOMET HOLDINGS, INC. |
| Security | 98956P102 | Meeting Type | Annual |
| Ticker Symbol | ZBH | Meeting Date | 15-May-2018 |
| ISIN | US98956P1021 | Agenda | 934766190 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
Page 17 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| CAMECO CORPORATION |
| Security | 13321L108 | Meeting Type | Annual |
| Ticker Symbol | CCJ | Meeting Date | 16-May-2018 |
| ISIN | CA13321L1085 | Agenda | 934769665 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| A | Election of Directors (Majority Voting) | 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 |
| B | Ratify Appointment of Independent Auditors | Management | For | For |
| C | 14A Executive Compensation | Management | For | For |
| D | Miscellaneous Corporate Actions | Management | Against | N/A |
| EXTENDED STAY AMERICA, INC. |
| Security | 30224P200 | Meeting Type | Annual |
| Ticker Symbol | STAY | Meeting Date | 16-May-2018 |
| ISIN | US30224P2002 | Agenda | 934799721 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Jonathan S. Halkyard | | 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 | Jodie W. McLean | | For | For |
| 7 | Ellen Keszler | | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| EXTENDED STAY AMERICA, INC. |
| Security | 30224P211 | Meeting Type | Annual |
| Ticker Symbol | | Meeting Date | 16-May-2018 |
| ISIN | | Agenda | 934799733 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Jonathan S. Halkyard | | For | For |
| 2 | Douglas G. Geoga | | For | For |
| 3 | Kapila K. Anand | | For | For |
| 4 | Neil T. Brown | | For | For |
| 5 | Steven E. Kent | | For | For |
| 6 | Lisa Palmer | | For | For |
| 7 | Bruce N. Haase | | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| KOHL'S CORPORATION |
| Security | 500255104 | Meeting Type | Annual |
| Ticker Symbol | KSS | Meeting Date | 16-May-2018 |
| ISIN | US5002551043 | Agenda | 934750628 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
Page 18 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| STATE STREET CORPORATION |
| Security | 857477103 | Meeting Type | Annual |
| Ticker Symbol | STT | Meeting Date | 16-May-2018 |
| ISIN | US8574771031 | Agenda | 934769273 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Miscellaneous Corporate Actions | Management | For | For |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| HD SUPPLY HOLDINGS, INC. |
| Security | 40416M105 | Meeting Type | Annual |
| Ticker Symbol | HDS | Meeting Date | 17-May-2018 |
| ISIN | US40416M1053 | Agenda | 934757800 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Declassify Board | Management | For | For |
| 2. | Election of Directors | Management | | |
| 1 | Betsy S. Atkins | | For | For |
| 2 | Scott D. Ostfeld | | For | For |
| 3 | James A. Rubright | | For | For |
| 4 | Lauren Taylor Wolfe | | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| HOST HOTELS & RESORTS, INC. |
| Security | 44107P104 | Meeting Type | Annual |
| Ticker Symbol | HST | Meeting Date | 17-May-2018 |
| ISIN | US44107P1049 | Agenda | 934752088 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 1K | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
Page 19 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| MATTEL, INC. |
| Security | 577081102 | Meeting Type | Annual |
| Ticker Symbol | MAT | Meeting Date | 17-May-2018 |
| ISIN | US5770811025 | Agenda | 934768106 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | N/A |
| 1d. | Election of Directors (Majority Voting) | Management | Abstain | N/A |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | N/A |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | Amend Stock Compensation Plan | Management | Against | Against |
| 5. | S/H Proposal - Establish Independent Chairman | Shareholder | Against | For |
| PIONEER NATURAL RESOURCES COMPANY |
| Security | 723787107 | Meeting Type | Annual |
| Ticker Symbol | PXD | Meeting Date | 17-May-2018 |
| ISIN | US7237871071 | Agenda | 934765249 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A | Election of Directors (Majority Voting) | Management | For | For |
| 1B | Election of Directors (Majority Voting) | Management | For | For |
| 1C | Election of Directors (Majority Voting) | Management | For | For |
| 1D | Election of Directors (Majority Voting) | Management | For | For |
| 1E | Election of Directors (Majority Voting) | Management | For | For |
| 1F | Election of Directors (Majority Voting) | Management | For | For |
| 1G | Election of Directors (Majority Voting) | Management | For | For |
| 1H | Election of Directors (Majority Voting) | Management | For | For |
| 1I | Election of Directors (Majority Voting) | Management | For | For |
| 1J | Election of Directors (Majority Voting) | Management | For | For |
| 1K | Election of Directors (Majority Voting) | Management | For | For |
| 1L | Election of Directors (Majority Voting) | Management | For | For |
| 1M | Election of Directors (Majority Voting) | Management | For | For |
| 2 | Ratify Appointment of Independent Auditors | Management | For | For |
| 3 | 14A Executive Compensation | Management | For | For |
| FLAGSTAR BANCORP, INC. |
| Security | 337930705 | Meeting Type | Annual |
| Ticker Symbol | FBC | Meeting Date | 22-May-2018 |
| ISIN | US3379307057 | Agenda | 934782120 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| SKECHERS U.S.A., INC. |
| Security | 830566105 | Meeting Type | Annual |
| Ticker Symbol | SKX | Meeting Date | 22-May-2018 |
| ISIN | US8305661055 | Agenda | 934761455 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Robert Greenberg | | For | For |
| 2 | Morton Erlich | | For | For |
| 3 | Thomas Walsh | | For | For |
Page 20 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| SOUTHWESTERN ENERGY COMPANY |
| Security | 845467109 | Meeting Type | Annual |
| Ticker Symbol | SWN | Meeting Date | 22-May-2018 |
| ISIN | US8454671095 | Agenda | 934779844 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Directors (Majority Voting) | Management | For | For |
| 1.2 | Election of Directors (Majority Voting) | Management | For | For |
| 1.3 | Election of Directors (Majority Voting) | Management | For | For |
| 1.4 | Election of Directors (Majority Voting) | Management | For | For |
| 1.5 | Election of Directors (Majority Voting) | Management | For | For |
| 1.6 | Election of Directors (Majority Voting) | Management | For | For |
| 1.7 | Election of Directors (Majority Voting) | Management | For | For |
| 1.8 | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| ANNALY CAPITAL MANAGEMENT, INC. |
| Security | 035710409 | Meeting Type | Annual |
| Ticker Symbol | NLY | Meeting Date | 23-May-2018 |
| ISIN | US0357104092 | Agenda | 934772004 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| FISERV, INC. |
| Security | 337738108 | Meeting Type | Annual |
| Ticker Symbol | FISV | Meeting Date | 23-May-2018 |
| ISIN | US3377381088 | Agenda | 934770137 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Alison Davis | | For | For |
| 2 | Harry F. DiSimone | | For | For |
| 3 | John Y. Kim | | For | For |
| 4 | Dennis F. Lynch | | For | For |
| 5 | Denis J. O'Leary | | For | For |
| 6 | Glenn M. Renwick | | For | For |
| 7 | Kim M. Robak | | For | For |
| 8 | JD Sherman | | For | For |
| 9 | Doyle R. Simons | | For | For |
| 10 | Jeffery W. Yabuki | | For | For |
| 2. | Amend Stock Compensation Plan | Management | For | For |
| 3. | 14A Executive Compensation | Management | Against | Against |
| 4. | Ratify Appointment of Independent Auditors | Management | For | For |
| 5. | S/H Proposal - Corporate Governance | Shareholder | For | Against |
| LUMBER LIQUIDATORS HOLDINGS, INC. |
| Security | 55003T107 | Meeting Type | Annual |
| Ticker Symbol | LL | Meeting Date | 23-May-2018 |
| ISIN | US55003T1079 | Agenda | 934782500 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Douglas T. Moore* | | For | For |
| 2 | Nancy M. Taylor* | | For | For |
| 3 | Jimmie L. Wade* | | For | For |
| 4 | Famous P. Rhodes# | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| MOLSON COORS BREWING CO. |
| Security | 60871R209 | Meeting Type | Annual |
| Ticker Symbol | TAP | Meeting Date | 23-May-2018 |
| ISIN | US60871R2094 | Agenda | 934775024 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Roger G. Eaton | | For | For |
| 2 | Charles M. Herington | | For | For |
| 3 | H. Sanford Riley | | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
Page 21 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| UNUM GROUP |
| Security | 91529Y106 | Meeting Type | Annual |
| Ticker Symbol | UNM | Meeting Date | 24-May-2018 |
| ISIN | US91529Y1064 | Agenda | 934770288 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | Eliminate Supermajority Requirements | Management | For | For |
| CPI CARD GROUP INC. |
| Security | 12634H200 | Meeting Type | Annual |
| Ticker Symbol | PMTS | Meeting Date | 31-May-2018 |
| ISIN | US12634H2004 | Agenda | 934789237 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Directors (Majority Voting) | Management | For | For |
| 1.2 | Election of Directors (Majority Voting) | Management | For | For |
| 1.3 | Election of Directors (Majority Voting) | Management | For | For |
| 1.4 | Election of Directors (Majority Voting) | Management | For | For |
| 1.5 | Election of Directors (Majority Voting) | Management | For | For |
| 1.6 | Election of Directors (Majority Voting) | Management | For | For |
| 1.7 | Election of Directors (Majority Voting) | Management | For | For |
| 1.8 | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| HENRY SCHEIN, INC. |
| Security | 806407102 | Meeting Type | Annual |
| Ticker Symbol | HSIC | Meeting Date | 31-May-2018 |
| ISIN | US8064071025 | Agenda | 934789263 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 1m. | Election of Directors (Majority Voting) | Management | For | For |
| 1n. | Election of Directors (Majority Voting) | Management | For | For |
| 1o. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Authorize Common Stock Increase | Management | Against | Against |
| 3. | Approve Charter Amendment | Management | For | For |
| 4. | Approve Charter Amendment | Management | For | For |
| 5. | 14A Executive Compensation | Management | For | For |
| 6. | Ratify Appointment of Independent Auditors | Management | For | For |
Page 22 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| ZIONS BANCORPORATION |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 01-Jun-2018 |
| ISIN | US9897011071 | Agenda | 934775973 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Directors (Majority Voting) | Management | For | For |
| 1B. | Election of Directors (Majority Voting) | Management | For | For |
| 1C. | Election of Directors (Majority Voting) | Management | For | For |
| 1D. | Election of Directors (Majority Voting) | Management | For | For |
| 1E. | Election of Directors (Majority Voting) | Management | For | For |
| 1F. | Election of Directors (Majority Voting) | Management | For | For |
| 1G. | Election of Directors (Majority Voting) | Management | For | For |
| 1H. | Election of Directors (Majority Voting) | Management | For | For |
| 1I. | Election of Directors (Majority Voting) | Management | For | For |
| 1J. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| FREEPORT-MCMORAN INC. |
| Security | 35671D857 | Meeting Type | Annual |
| Ticker Symbol | FCX | Meeting Date | 05-Jun-2018 |
| ISIN | US35671D8570 | Agenda | 934789150 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Directors (Majority Voting) | Management | For | For |
| 1.2 | Election of Directors (Majority Voting) | Management | For | For |
| 1.3 | Election of Directors (Majority Voting) | Management | For | For |
| 1.4 | Election of Directors (Majority Voting) | Management | For | For |
| 1.5 | Election of Directors (Majority Voting) | Management | For | For |
| 1.6 | Election of Directors (Majority Voting) | Management | For | For |
| 1.7 | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| URBAN OUTFITTERS, INC. |
| Security | 917047102 | Meeting Type | Annual |
| Ticker Symbol | URBN | Meeting Date | 05-Jun-2018 |
| ISIN | US9170471026 | Agenda | 934798438 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Directors (Majority Voting) | Management | For | For |
| 1.2 | Election of Directors (Majority Voting) | Management | For | For |
| 1.3 | Election of Directors (Majority Voting) | Management | For | For |
| 1.4 | Election of Directors (Majority Voting) | Management | For | For |
| 1.5 | Election of Directors (Majority Voting) | Management | For | For |
| 1.6 | Election of Directors (Majority Voting) | Management | For | For |
| 1.7 | Election of Directors (Majority Voting) | Management | For | For |
| 1.8 | Election of Directors (Majority Voting) | Management | For | For |
| 1.9 | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| ALLIANCE DATA SYSTEMS CORPORATION |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 06-Jun-2018 |
| ISIN | US0185811082 | Agenda | 934797424 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Directors (Majority Voting) | Management | For | For |
| 1.2 | Election of Directors (Majority Voting) | Management | For | For |
| 1.3 | Election of Directors (Majority Voting) | Management | For | For |
| 1.4 | Election of Directors (Majority Voting) | Management | For | For |
| 1.5 | Election of Directors (Majority Voting) | Management | For | For |
| 1.6 | Election of Directors (Majority Voting) | Management | For | For |
| 1.7 | Election of Directors (Majority Voting) | Management | For | For |
| 1.8 | Election of Directors (Majority Voting) | Management | For | For |
| 1.9 | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
Page 23 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| DEVON ENERGY CORPORATION |
| Security | 25179M103 | Meeting Type | Annual |
| Ticker Symbol | DVN | Meeting Date | 06-Jun-2018 |
| ISIN | US25179M1036 | Agenda | 934799911 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | 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 | John Krenicki Jr. | | For | For |
| 7 | Robert A. Mosbacher Jr. | | For | For |
| 8 | Duane C. Radtke | | For | For |
| 9 | Mary P. Ricciardello | | For | For |
| 10 | John Richels | | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | S/H Proposal - Corporate Governance | Shareholder | Against | For |
| INGERSOLL-RAND PLC |
| Security | G47791101 | Meeting Type | Annual |
| Ticker Symbol | IR | Meeting Date | 07-Jun-2018 |
| ISIN | IE00B6330302 | Agenda | 934802338 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | Approve Stock Compensation Plan | Management | For | For |
| 5. | Stock Issuance | Management | For | For |
| 6. | Stock Issuance | Management | For | For |
| 7. | Allot Securities | Management | For | For |
| BLACK KNIGHT, INC. |
| Security | 09215C105 | Meeting Type | Annual |
| Ticker Symbol | BKI | Meeting Date | 13-Jun-2018 |
| ISIN | US09215C1053 | Agenda | 934810169 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | William P. Foley, II | | For | For |
| 2 | Thomas M. Hagerty | | For | For |
| 3 | Thomas J. Sanzone | | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| ELECTRONICS FOR IMAGING, INC. |
| Security | 286082102 | Meeting Type | Annual |
| Ticker Symbol | EFII | Meeting Date | 13-Jun-2018 |
| ISIN | US2860821022 | Agenda | 934817024 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | 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. | 14A Executive Compensation | Management | For | For |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
Page 24 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2017 to 06/30/2018
| FIDELITY NATIONAL FINANCIAL, INC. |
| Security | 31620R303 | Meeting Type | Annual |
| Ticker Symbol | FNF | Meeting Date | 13-Jun-2018 |
| ISIN | US31620R3030 | Agenda | 934812276 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Raymond R. Quirk | | For | For |
| 2 | Heather H. Murren | | For | For |
| 3 | John D. Rood | | For | For |
| 2. | 14A Executive Compensation | Management | Against | Against |
| 3. | Ratify Appointment of Independent Auditors | Management | For | For |
| 4. | Approve Charter Amendment | Management | For | For |
| TECHNIPFMC PLC |
| Security | G87110105 | Meeting Type | Annual |
| Ticker Symbol | FTI | Meeting Date | 14-Jun-2018 |
| ISIN | GB00BDSFG982 | Agenda | 934810311 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Adopt Accounts for Past Year | Management | For | For |
| 2. | 14A Executive Compensation | Management | For | For |
| 3. | Approve Remuneration of Directors and Auditors | Management | For | For |
| 4. | Approve Remuneration of Directors and Auditors | Management | For | For |
| 5. | Ratify Appointment of Independent Auditors | Management | For | For |
| 6. | Ratify Appointment of Independent Auditors | Management | For | For |
| 7. | Approve Remuneration of Directors and Auditors | Management | For | For |
| PURE STORAGE, INC. |
| Security | 74624M102 | Meeting Type | Annual |
| Ticker Symbol | PSTG | Meeting Date | 21-Jun-2018 |
| ISIN | US74624M1027 | Agenda | 934818242 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Jeffrey Rothschild | | For | For |
| 2 | Anita Sands | | For | For |
| 3 | Michelangelo Volpi | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| XENCOR INC |
| Security | 98401F105 | Meeting Type | Annual |
| Ticker Symbol | XNCR | Meeting Date | 26-Jun-2018 |
| ISIN | US98401F1057 | Agenda | 934820463 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | Election of Directors | Management | | |
| 1 | Dr. Kevin C. Gorman | | For | For |
| 2 | Dr. A. Bruce Montgomery | | For | For |
| 3 | Dr. Bassil I. Dahiyat | | For | For |
| 4 | Mr. Kurt Gustafson | | For | For |
| 5 | Mr. Yujiro S. Hata | | For | For |
| 6 | Mr. Richard Ranieri | | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| BED BATH & BEYOND INC. |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 29-Jun-2018 |
| ISIN | US0758961009 | Agenda | 934839361 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Directors (Majority Voting) | Management | For | For |
| 1b. | Election of Directors (Majority Voting) | Management | For | For |
| 1c. | Election of Directors (Majority Voting) | Management | For | For |
| 1d. | Election of Directors (Majority Voting) | Management | For | For |
| 1e. | Election of Directors (Majority Voting) | Management | For | For |
| 1f. | Election of Directors (Majority Voting) | Management | For | For |
| 1g. | Election of Directors (Majority Voting) | Management | For | For |
| 1h. | Election of Directors (Majority Voting) | Management | For | For |
| 1i. | Election of Directors (Majority Voting) | Management | For | For |
| 1j. | Election of Directors (Majority Voting) | Management | For | For |
| 1k. | Election of Directors (Majority Voting) | Management | For | For |
| 1l. | Election of Directors (Majority Voting) | Management | For | For |
| 2. | Ratify Appointment of Independent Auditors | Management | For | For |
| 3. | 14A Executive Compensation | Management | For | For |
| 4. | Approve Stock Compensation Plan | Management | For | For |
Page 25 of 25
Thompson Bond Fund
There were no matters relating to a portfolio security considered at any shareholder meetings held during the reporting period and with respect to which the registrant was entitled to vote.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THOMPSON IM FUNDS, INC. |
| |
| By: | /s/ Jason L. Stephens |
| Jason L. Stephens, Chief Executive Officer |
| |
| Date: August 24, 2018 |
