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)
1255 Fourier Dr.
Madison, Wisconsin 53717
(Address of principal executive offices)--(Zip code)
Jason L. Stephens
Chief Executive Officer
Thompson IM Funds, Inc.
1255 Fourier Dr.
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: 07/01/2019-06/30/2020
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 Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| BED BATH & BEYOND INC. | | |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 25-Jul-2019 |
| ISIN | US0758961009 | Agenda | 935059166 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Patrick R. Gaston | Management | For | For |
| 1b. | Election of Director: Mary A. Winston | Management | For | For |
| 1c. | Election of Director: Stephanie Bell-Rose | Management | For | For |
| 1d. | Election of Director: Harriet Edelman | Management | For | For |
| 1e. | Election of Director: John E. Fleming | Management | For | For |
| 1f. | Election of Director: Sue E. Gove | Management | For | For |
| 1g. | Election of Director: Jeffrey A. Kirwan | Management | For | For |
| 1h. | Election of Director: Johnathan B. (JB) Osborne | Management | For | For |
| 1i. | Election of Director: Harsha Ramalingam | Management | For | For |
| 1j. | Election of Director: Virginia P. Ruesterholz | Management | For | For |
| 1k. | Election of Director: Joshua E. Schechter | Management | For | For |
| 1l. | Election of Director: Andrea Weiss | Management | For | For |
| 1m. | Election of Director: Ann Yerger | Management | For | For |
| 2. | To ratify the appointment of KPMG LLP as independent auditors for the 2019 fiscal year. | Management | For | For |
| 3. | To approve, by non-binding vote, the 2018 compensation paid to the Company's Named Executive Officers (commonly known as a "say-on-pay" proposal). | Management | Against | Against |
| EXACT SCIENCES CORPORATION | | |
| Security | 30063P105 | Meeting Type | Annual |
| Ticker Symbol | EXAS | Meeting Date | 25-Jul-2019 |
| ISIN | US30063P1057 | Agenda | 935055106 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Kevin T. Conroy | | For | For |
| 2 | Katherine S. Zanotti | | For | For |
| 2. | Proposal to ratify the selection of BDO USA, LLP as our independent registered public accounting firm for 2019. | Management | For | For |
| 3. | Proposal to approve on an advisory basis the compensation of the Company's named executive officers. | Management | Against | Against |
| 4. | Proposal to approve the Exact Sciences Corporation 2019 Omnibus Long-Term Incentive Plan. | Management | Against | Against |
| SUNTRUST BANKS, INC. | | |
| Security | 867914103 | Meeting Type | Special |
| Ticker Symbol | STI | Meeting Date | 30-Jul-2019 |
| ISIN | US8679141031 | Agenda | 935057655 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | To approve the Amended Agreement and Plan of Merger, dated as of February 7, 2019, as amended as of June 14, 2019 (as further amended from time to time, the "Merger Agreement"), by and between BB&T Corporation, a North Carolina corporation, and SunTrust Banks, Inc., a Georgia corporation ("SunTrust") (the "SunTrust merger proposal"). | Management | For | For |
| 2. | To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to SunTrust's named executive officers in connection with the transactions contemplated by the Merger Agreement. | Management | For | For |
| 3. | To adjourn the SunTrust special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the SunTrust merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of SunTrust common stock and holders of SunTrust preferred stock. | Management | For | For |
Page 1 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| MCKESSON CORPORATION | | |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 31-Jul-2019 |
| ISIN | US58155Q1031 | Agenda | 935050714 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director for a one-year term: Dominic J. Caruso | Management | For | For |
| 1b. | Election of Director for a one-year term: N. Anthony Coles, M.D. | Management | For | For |
| 1c. | Election of Director for a one-year term: M. Christine Jacobs | Management | For | For |
| 1d. | Election of Director for a one-year term: Donald R. Knauss | Management | For | For |
| 1e. | Election of Director for a one-year term: Marie L. Knowles | Management | For | For |
| 1f. | Election of Director for a one-year term: Bradley E. Lerman | Management | For | For |
| 1g. | Election of Director for a one-year term: Edward A. Mueller | Management | For | For |
| 1h. | Election of Director for a one-year term: Susan R. Salka | Management | For | For |
| 1i. | Election of Director for a one-year term: Brian S. Tyler | Management | For | For |
| 1j. | Election of Director for a one-year term: Kenneth E. Washington | Management | For | For |
| 2. | Ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2020. | Management | For | For |
| 3. | Advisory vote on executive compensation. | Management | Against | Against |
| 4. | Shareholder proposal on disclosure of lobbying activities and expenditures. | Shareholder | For | Against |
| 5. | Shareholder proposal on 10% ownership threshold for calling special meetings of shareholders. | Shareholder | Against | For |
| FIRST AMERICAN FUNDS, INC. | | |
| Security | 31846V336 | Meeting Type | Special |
| Ticker Symbol | FGXXX | Meeting Date | 29-Aug-2019 |
| ISIN | US31846V3362 | Agenda | 935065246 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | David K. Baumgardner | | For | For |
| 2 | Mark E. Gaumond | | For | For |
| 3 | Roger A. Gibson | | For | For |
| 4 | Jennifer J. McPeek | | For | For |
| 5 | C. David Myers | | For | For |
| 6 | Richard K. Riederer | | For | For |
| 7 | P. Kelly Tompkins | | For | For |
Page 2 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| THE KRAFT HEINZ COMPANY | | |
| Security | 500754106 | Meeting Type | Annual |
| Ticker Symbol | KHC | Meeting Date | 12-Sep-2019 |
| ISIN | US5007541064 | Agenda | 935064903 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Gregory E. Abel | Management | For | For |
| 1b. | Election of Director: Alexandre Behring | Management | For | For |
| 1c. | Election of Director: Joao M. Castro-Neves | Management | For | For |
| 1d. | Election of Director: Tracy Britt Cool | Management | For | For |
| 1e. | Election of Director: John T. Cahill | Management | For | For |
| 1f. | Election of Director: Feroz Dewan | Management | For | For |
| 1g. | Election of Director: Jeanne P. Jackson | Management | For | For |
| 1h. | Election of Director: Jorge Paulo Lemann | Management | For | For |
| 1i. | Election of Director: John C. Pope | Management | For | For |
| 1j. | Election of Director: Alexandre Van Damme | Management | For | For |
| 1k. | Election of Director: George Zoghbi | Management | For | For |
| 2. | Advisory vote to approve executive compensation. | Management | Against | Against |
| 3. | Ratification of the selection of PricewaterhouseCoopers LLP as our independent auditors for 2019. | Management | For | For |
| 4. | Shareholder Proposal: Protein Diversification | Shareholder | Against | For |
| 5. | Shareholder Proposal: Actions to Reduce Synthetic Pesticides | Shareholder | Against | For |
| FEDEX CORPORATION | | |
| Security | 31428X106 | Meeting Type | Annual |
| Ticker Symbol | FDX | Meeting Date | 23-Sep-2019 |
| ISIN | US31428X1063 | Agenda | 935068761 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: John A. Edwardson | Management | For | For |
| 1B. | Election of Director: Marvin R. Ellison | Management | For | For |
| 1C. | Election of Director: Susan Patricia Griffith | Management | For | For |
| 1D. | Election of Director: John C. ("Chris") Inglis | Management | For | For |
| 1E. | Election of Director: Kimberly A. Jabal | Management | For | For |
| 1F. | Election of Director: Shirley Ann Jackson | Management | For | For |
| 1G. | Election of Director: R. Brad Martin | Management | For | For |
| 1H. | Election of Director: Joshua Cooper Ramo | Management | For | For |
| 1I. | Election of Director: Susan C. Schwab | Management | For | For |
| 1J. | Election of Director: Frederick W. Smith | Management | For | For |
| 1K. | Election of Director: David P. Steiner | Management | For | For |
| 1L. | Election of Director: Paul S. Walsh | Management | For | For |
| 2. | Advisory vote to approve named executive officer compensation. | Management | Against | Against |
| 3. | Approval of the FedEx Corporation 2019 Omnibus Stock Incentive Plan. | Management | Against | Against |
| 4. | Ratification of independent registered public accounting firm. | Management | For | For |
| 5. | Stockholder proposal regarding lobbying activity and expenditure report. | Shareholder | For | Against |
| 6. | Stockholder proposal regarding employee representation on the Board of Directors. | Shareholder | Against | For |
Page 3 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| II-VI INCORPORATED | | |
| Security | 902104108 | Meeting Type | Annual |
| Ticker Symbol | IIVI | Meeting Date | 12-Nov-2019 |
| ISIN | US9021041085 | Agenda | 935085274 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Class II Director: Francis J. Kramer | Management | For | For |
| 1B. | Election of Class II Director: Shaker Sadasivam | Management | For | For |
| 1C. | Election of Class II Director: Enrico Digirolamo | Management | For | For |
| 2. | Non-binding advisory vote to approve the compensation of the Company's named executive officers for fiscal year 2019. | Management | For | For |
| 3. | Ratification of the Audit Committee's selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2020. | Management | For | For |
| VIAVI SOLUTIONS INC. | | |
| Security | 925550105 | Meeting Type | Annual |
| Ticker Symbol | VIAV | Meeting Date | 13-Nov-2019 |
| ISIN | US9255501051 | Agenda | 935086290 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Richard E. Belluzzo | | For | For |
| 2 | Keith Barnes | | For | For |
| 3 | Laura Black | | For | For |
| 4 | Tor Braham | | For | For |
| 5 | Timothy Campos | | For | For |
| 6 | Donald Colvin | | For | For |
| 7 | Masood A. Jabbar | | For | For |
| 8 | Oleg Khaykin | | For | For |
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending June 27, 2020. | Management | For | For |
| 3. | The approval of, on an advisory basis, the compensation of the Company's named executive officers for the fiscal year ended June 29, 2019. | Management | For | For |
| 4. | The approval of the amendment and restatement of the Company's Amended and Restated 2003 Equity Incentive Plan. | Management | For | For |
| LUMENTUM HOLDINGS INC | | |
| Security | 55024U109 | Meeting Type | Annual |
| Ticker Symbol | LITE | Meeting Date | 14-Nov-2019 |
| ISIN | US55024U1097 | Agenda | 935084587 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Penelope A. Herscher | Management | For | For |
| 1B. | Election of Director: Harold L. Covert | Management | For | For |
| 1C. | Election of Director: Julia S. Johnson | Management | For | For |
| 1D. | Election of Director: Brian J. Lillie | Management | For | For |
| 1E. | Election of Director: Alan S. Lowe | Management | For | For |
| 1F. | Election of Director: Ian S. Small | Management | For | For |
| 1G. | Election of Director: Samuel F. Thomas | Management | For | For |
| 2. | To approve, on a non-binding advisory basis, the compensation of our named executive officers. | Management | For | For |
| 3. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending June 27, 2020. | Management | For | For |
Page 4 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| ORACLE CORPORATION | | |
| Security | 68389X105 | Meeting Type | Annual |
| Ticker Symbol | ORCL | Meeting Date | 19-Nov-2019 |
| ISIN | US68389X1054 | Agenda | 935087165 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | DIRECTOR | 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 | Rona A. Fairhead | | For | For |
| 8 | Hector Garcia-Molina | | For | For |
| 9 | Jeffrey O. Henley | | For | For |
| 10 | Mark V. Hurd | | For | For |
| 11 | Renée J. James | | For | For |
| 12 | Charles W. Moorman IV | | For | For |
| 13 | Leon E. Panetta | | For | For |
| 14 | William G. Parrett | | For | For |
| 15 | Naomi O. Seligman | | For | For |
| 2. | Advisory Vote to Approve the Compensation of the Named Executive Officers. | Management | For | For |
| 3. | Ratification of the Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2020. | Management | For | For |
| 4. | Stockholder Proposal Regarding Pay Equity Report. | Shareholder | Against | For |
| 5. | Stockholder Proposal Regarding Independent Board Chair. | Shareholder | Against | For |
| MICROSOFT CORPORATION | | |
| Security | 594918104 | Meeting Type | Annual |
| Ticker Symbol | MSFT | Meeting Date | 04-Dec-2019 |
| ISIN | US5949181045 | Agenda | 935092849 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: William H. Gates III | Management | For | For |
| 1B. | Election of Director: Reid G. Hoffman | Management | For | For |
| 1C. | Election of Director: Hugh F. Johnston | Management | For | For |
| 1D. | Election of Director: Teri L. List-Stoll | Management | For | For |
| 1E. | Election of Director: Satya Nadella | Management | For | For |
| 1F. | Election of Director: Sandra E. Peterson | Management | For | For |
| 1G. | Election of Director: Penny S. Pritzker | Management | For | For |
| 1H. | Election of Director: Charles W. Scharf | Management | For | For |
| 1I. | Election of Director: Arne M. Sorenson | Management | For | For |
| 1J. | Election of Director: John W. Stanton | Management | For | For |
| 1K. | Election of Director: John W. Thompson | Management | For | For |
| 1L. | Election of Director: Emma Walmsley | Management | For | For |
| 1M. | Election of Director: Padmasree Warrior | Management | For | For |
| 2. | Advisory vote to approve named executive officer compensation | Management | Against | Against |
| 3. | Ratification of Deloitte & Touche LLP as our independent auditor for fiscal year 2020 | Management | For | For |
| 4. | Shareholder Proposal - Report on Employee Representation on Board of Directors | Shareholder | Against | For |
| 5. | Shareholder Proposal - Report on Gender Pay Gap | Shareholder | For | Against |
Page 5 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| CISCO SYSTEMS, INC. | | |
| Security | 17275R102 | Meeting Type | Annual |
| Ticker Symbol | CSCO | Meeting Date | 10-Dec-2019 |
| ISIN | US17275R1023 | Agenda | 935094920 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: M. Michele Burns | Management | For | For |
| 1B. | Election of Director: Wesley G. Bush | Management | For | For |
| 1C. | Election of Director: Michael D. Capellas | Management | For | For |
| 1D. | Election of Director: Mark Garrett | Management | For | For |
| 1E. | Election of Director: Dr. Kristina M. Johnson | Management | For | For |
| 1F. | Election of Director: Roderick C. McGeary | Management | For | For |
| 1G. | Election of Director: Charles H. Robbins | Management | For | For |
| 1H. | Election of Director: Arun Sarin | Management | For | For |
| 1I. | Election of Director: Brenton L. Saunders | Management | For | For |
| 1J. | Election of Director: Carol B. Tomé | Management | For | For |
| 2. | Approval, on an advisory basis, of executive | Management | Against | Against |
| compensation. | | | |
| 3. | Ratification of PricewaterhouseCoopers LLP as Cisco's | Management | For | For |
| independent registered public accounting firm for fiscal | | | |
| 2020. | | | |
| 4. | Approval to have Cisco's Board adopt a policy to have an | Shareholder | Against | For |
| independent Board chairman. | | | |
| VISA INC. |
| Security | 92826C839 | Meeting Type | Annual |
| Ticker Symbol | V | Meeting Date | 28-Jan-2020 |
| ISIN | US92826C8394 | Agenda | 935113807 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Lloyd A. Carney | Management | For | For |
| 1B. | Election of Director: Mary B. Cranston | Management | For | For |
| 1C. | Election of Director: Francisco Javier Fernández-Carbajal | Management | For | For |
| 1D. | Election of Director: Alfred F. Kelly, Jr. | Management | For | For |
| 1E. | Election of Director: Ramon L. Laguarta | Management | For | For |
| 1F. | Election of Director: John F. Lundgren | Management | For | For |
| 1G. | Election of Director: Robert W. Matschullat | Management | For | For |
| 1H. | Election of Director: Denise M. Morrison | Management | For | For |
| 1I. | Election of Director: Suzanne Nora Johnson | Management | For | For |
| 1J. | Election of Director: John A. C. Swainson | Management | For | For |
| 1K. | Election of Director: Maynard G. Webb, Jr. | Management | For | For |
| 2. | Advisory vote to approve executive compensation. | Management | For | For |
| 3. | Ratification of the appointment of KPMG LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| 2020 fiscal year. | | | |
| WALGREENS BOOTS ALLIANCE, INC. |
| Security | 931427108 | Meeting Type | Annual |
| Ticker Symbol | WBA | Meeting Date | 30-Jan-2020 |
| ISIN | US9314271084 | Agenda | 935114823 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: José E. Almeida | Management | For | For |
| 1B. | Election of Director: Janice M. Babiak | Management | For | For |
| 1C. | Election of Director: David J. Brailer | Management | For | For |
| 1D. | Election of Director: William C. Foote | Management | For | For |
| 1E. | Election of Director: Ginger L. Graham | Management | For | For |
| 1F. | Election of Director: John A. Lederer | Management | For | For |
| 1G. | Election of Director: Dominic P. Murphy | Management | For | For |
| 1H. | Election of Director: Stefano Pessina | Management | For | For |
| 1I. | Election of Director: Nancy M. Schlichting | Management | For | For |
| 1J. | Election of Director: James A. Skinner | Management | For | For |
| 2. | Ratification of the appointment of Deloitte & Touche LLP | Management | For | For |
| as the independent registered public accounting firm for | | | |
| fiscal year 2020. | | | |
| 3. | Advisory vote to approve named executive officer | Management | Against | Against |
| compensation. | | | |
| 4. | Stockholder proposal requesting an independent Board | Shareholder | Against | For |
| Chairman. | | | |
| 5. | Proposal Withdrawn | Shareholder | For | N/A |
| 6. | Stockholder proposal regarding the ownership threshold | Shareholder | Against | For |
| for calling special meetings of stockholders. | | | |
Page 6 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| INFINEON TECHNOLOGIES AG |
| Security | 45662N103 | Meeting Type | Annual |
| Ticker Symbol | IFNNY | Meeting Date | 20-Feb-2020 |
| ISIN | US45662N1037 | Agenda | 935125662 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 2. | Allocation of unappropriated profit | Management | For | For |
| 3. | Approval of the acts of the members of the Management | Management | For | For |
| Board | | | |
| 4. | Approval of the acts of the members of the Supervisory | Management | For | For |
| Board | | | |
| 5. | Appointment of the Company and Group auditor for the | Management | For | For |
| 2020 fiscal year and the auditor for the review of the Half- | | | |
| Year Financial Report as well as for the possible review | | | |
| of other quarterly financial reports for the 2020 fiscal year | | | |
| 6A. | Election of Supervisory Board Member: Xiaoqun Clever | Management | For | For |
| 6B. | Election of Supervisory Board Member: Dr. Friedrich | Management | For | For |
| Eichiner | | | |
| 6C. | Election of Supervisory Board Member: Hans-Ulrich | Management | For | For |
| Holdenried | | | |
| 6D. | Election of Supervisory Board Member: Dr. Manfred | Management | For | For |
| Puffer | | | |
| 6E. | Election of Supervisory Board Member: Dr. Ulrich | Management | For | For |
| Spiesshofer | | | |
| 6F. | Election of Supervisory Board Member: Margret Suckale | Management | For | For |
| 7. | Revocation of Conditional Capital 2010/I (section 4, para. | Management | For | For |
| 5 of the Articles of Association). | | | |
| 8. | Creation of a new Authorized Capital 2020/I for general | Management | For | For |
| purposes against contributions in cash and/or in kind, | | | |
| including authorization to exclude subscription rights, and | | | |
| corresponding amendments to the Articles of Association | | | |
| 9. | Revocation of an existing authorization and grant of a | Management | For | For |
| new authorization for the issue of convertible bonds | | | |
| and/or bonds with warrants, including authorization to | | | |
| exclude subscription rights, revocation of Conditional | | | |
| Capital 2018 (section 4, paragraph 6 of the Articles of | | | |
| Association), creation of a new Conditional Capital 2020/I | | | |
| and new wording for section 4, paragraph 6 of the | | | |
| Articles of Association | | | |
| APPLE INC. |
| Security | 037833100 | Meeting Type | Annual |
| Ticker Symbol | AAPL | Meeting Date | 26-Feb-2020 |
| ISIN | US0378331005 | Agenda | 935121563 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: James Bell | Management | For | For |
| 1B. | Election of Director: Tim Cook | Management | For | For |
| 1C. | Election of Director: Al Gore | Management | For | For |
| 1D. | Election of Director: Andrea Jung | Management | For | For |
| 1E. | Election of Director: Art Levinson | Management | For | For |
| 1F. | Election of Director: Ron Sugar | Management | For | For |
| 1G. | Election of Director: Sue Wagner | Management | For | For |
| 2. | Ratification of the appointment of Ernst & Young LLP as | Management | For | For |
| Apple's independent registered public accounting firm for | | | |
| 2020 | | | |
| 3. | Advisory vote to approve executive compensation | Management | For | For |
| 4. | A shareholder proposal entitled "Shareholder Proxy | Shareholder | Against | For |
| Access Amendments" | | | |
| 5. | A shareholder proposal relating to sustainability and | Shareholder | For | Against |
| executive compensation | | | |
| 6. | A shareholder proposal relating to policies on freedom of | Shareholder | Against | For |
| expression | | | |
Page 7 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| QUALCOMM INCORPORATED |
| Security | 747525103 | Meeting Type | Annual |
| Ticker Symbol | QCOM | Meeting Date | 10-Mar-2020 |
| ISIN | US7475251036 | Agenda | 935123783 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Mark Fields | Management | For | For |
| 1B. | Election of Director: Jeffrey W. Henderson | Management | For | For |
| 1C. | Election of Director: Ann M. Livermore | Management | For | For |
| 1D. | Election of Director: Harish Manwani | Management | For | For |
| 1E. | Election of Director: Mark D. McLaughlin | Management | For | For |
| 1F. | Election of Director: Steve Mollenkopf | Management | For | For |
| 1G. | Election of Director: Clark T. Randt, Jr. | Management | For | For |
| 1H. | Election of Director: Irene B. Rosenfeld | Management | For | For |
| 1I. | Election of Director: Kornelis "Neil" Smit | Management | For | For |
| 1J. | Election of Director: Anthony J. Vinciquerra | Management | For | For |
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as | Management | For | For |
| our independent public accountants for our fiscal year | | | |
| ending September 27, 2020. | | | |
| 3. | To approve the amended and restated 2016 Long-Term | Management | For | For |
| Incentive Plan, including an increase in the share reserve | | | |
| by 74,500,000 shares. | | | |
| 4. | To approve, on an advisory basis, our executive | Management | Against | Against |
| compensation. | | | |
| 5. | To approve, on an advisory basis, the frequency of future | Management | 1 Year | For |
| advisory votes on our executive compensation. | | | |
| THE WALT DISNEY COMPANY |
| Security | 254687106 | Meeting Type | Annual |
| Ticker Symbol | DIS | Meeting Date | 11-Mar-2020 |
| ISIN | US2546871060 | Agenda | 935125648 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Susan E. Arnold | Management | For | For |
| 1B. | Election of Director: Mary T. Barra | Management | For | For |
| 1C. | Election of Director: Safra A. Catz | Management | For | For |
| 1D. | Election of Director: Francis A. deSouza | Management | For | For |
| 1E. | Election of Director: Michael B.G. Froman | Management | For | For |
| 1F. | Election of Director: Robert A. Iger | Management | For | For |
| 1G. | Election of Director: Maria Elena Lagomasino | Management | For | For |
| 1H. | Election of Director: Mark G. Parker | Management | For | For |
| 1I. | Election of Director: Derica W. Rice | Management | For | For |
| 2. | To ratify the appointment of PricewaterhouseCoopers | Management | For | For |
| LLP as the Company's registered public accountants for | | | |
| fiscal 2020. | | | |
| 3. | To approve the advisory resolution on executive | Management | Against | Against |
| compensation. | | | |
| 4. | To approve an amendment to the Company's Amended | Management | For | For |
| and Restated 2011 Stock Incentive Plan. | | | |
| 5. | Shareholder proposal requesting an annual report | Shareholder | For | Against |
| disclosing information regarding the Company's lobbying | | | |
| policies and activities. | | | |
Page 8 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| STARBUCKS CORPORATION |
| Security | 855244109 | Meeting Type | Annual |
| Ticker Symbol | SBUX | Meeting Date | 18-Mar-2020 |
| ISIN | US8552441094 | Agenda | 935125066 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Richard E. Allison, Jr. | Management | For | For |
| 1B. | Election of Director: Rosalind G. Brewer | Management | For | For |
| 1C. | Election of Director: Andrew Campion | Management | For | For |
| 1D. | Election of Director: Mary N. Dillon | Management | For | For |
| 1E. | Election of Director: Isabel Ge Mahe | Management | For | For |
| 1F. | Election of Director: Mellody Hobson | Management | For | For |
| 1G. | Election of Director: Kevin R. Johnson | Management | For | For |
| 1H. | Election of Director: Jørgen Vig Knudstorp | Management | For | For |
| 1I. | Election of Director: Satya Nadella | Management | For | For |
| 1J. | Election of Director: Joshua Cooper Ramo | Management | For | For |
| 1K. | Election of Director: Clara Shih | Management | For | For |
| 1L. | Election of Director: Javier G. Teruel | Management | For | For |
| 1M. | Election of Director: Myron E. Ullman, III | Management | For | For |
| 2. | Advisory resolution to approve our executive officer | Management | For | For |
| compensation | | | |
| 3. | Ratification of selection of Deloitte & Touche LLP as our | Management | For | For |
| independent registered public accounting firm for fiscal | | | |
| 2020 | | | |
| 4. | EEO Policy Risk Report | Shareholder | For | Against |
| SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) |
| Security | 806857108 | Meeting Type | Annual |
| Ticker Symbol | SLB | Meeting Date | 01-Apr-2020 |
| ISIN | AN8068571086 | Agenda | 935131021 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Patrick de La Chevardière | Management | For | For |
| 1B. | Election of Director: Miguel M. Galuccio | Management | For | For |
| 1C. | Election of Director: Olivier Le Peuch | Management | For | For |
| 1D. | Election of Director: Tatiana A. Mitrova | Management | For | For |
| 1E. | Election of Director: Lubna S. Olayan | Management | For | For |
| 1F. | Election of Director: Mark G. Papa | Management | For | For |
| 1G. | Election of Director: Leo Rafael Reif | Management | For | For |
| 1H. | Election of Director: Henri Seydoux | Management | For | For |
| 1I. | Election of Director: Jeff W. Sheets | Management | For | For |
| 2. | Approval of the advisory resolution to approve our | Management | For | For |
| executive compensation. | | | |
| 3. | Approval of our consolidated balance sheet as of | Management | For | For |
| December 31, 2019; our consolidated statement of | | | |
| income for the year ended December 31, 2019; and our | | | |
| Board of Directors' declarations of dividends in 2019, as | | | |
| reflected in our 2019 Annual Report to Stockholders. | | | |
| 4. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as our independent | | | |
| auditors for 2020. | | | |
Page 9 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| CITIGROUP INC. |
| Security | 172967424 | Meeting Type | Annual |
| Ticker Symbol | C | Meeting Date | 21-Apr-2020 |
| ISIN | US1729674242 | Agenda | 935139849 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Michael L. Corbat | Management | For | For |
| 1B. | Election of Director: Ellen M. Costello | Management | For | For |
| 1C. | Election of Director: Grace E. Dailey | Management | For | For |
| 1D. | Election of Director: Barbara J. Desoer | Management | For | For |
| 1E. | Election of Director: John C. Dugan | Management | For | For |
| 1F. | Election of Director: Duncan P. Hennes | Management | For | For |
| 1G. | Election of Director: Peter B. Henry | Management | For | For |
| 1H. | Election of Director: S. Leslie Ireland | Management | For | For |
| 1I. | Election of Director: Lew W. (Jay) Jacobs, IV | Management | For | For |
| 1J. | Election of Director: Renée J. James | Management | For | For |
| 1K. | Election of Director: Gary M. Reiner | Management | For | For |
| 1L. | Election of Director: Diana L. Taylor | Management | For | For |
| 1M. | Election of Director: James S. Turley | Management | For | For |
| 1N. | Election of Director: Deborah C. Wright | Management | For | For |
| 1O. | Election of Director: Alexander R. Wynaendts | Management | For | For |
| 1P. | Election of Director: Ernesto Zedillo Ponce de Leon | Management | For | For |
| 2. | Proposal to ratify the selection of KPMG LLP as Citi's | Management | For | For |
| independent registered public accounting firm for 2020. | | | |
| 3. | Advisory vote to approve Citi's 2019 Executive | Management | Against | Against |
| Compensation. | | | |
| 4. | Approval of Additional Authorized Shares Under the | Management | For | For |
| Citigroup 2019 Stock Incentive Plan. | | | |
| 5. | Stockholder proposal requesting an amendment to Citi's | Shareholder | For | Against |
| proxy access by-law provisions pertaining to the | | | |
| aggregation limit. | | | |
| 6. | Stockholder proposal requesting that the Board review | Shareholder | Against | For |
| Citi's governance documents and make | | | |
| recommendations to shareholders on how the "Purpose | | | |
| of a Corporation" signed by Citi's CEO can be fully | | | |
| implemented. | | | |
| 7. | Stockholder proposal requesting a report disclosing | Shareholder | For | Against |
| information regarding Citi's lobbying policies and | | | |
| activities. | | | |
| NORTHERN TRUST CORPORATION |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 21-Apr-2020 |
| ISIN | US6658591044 | Agenda | 935134356 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Linda Walker Bynoe | Management | For | For |
| 1B. | Election of Director: Susan Crown | Management | For | For |
| 1C. | Election of Director: Dean M. Harrison | Management | For | For |
| 1D. | Election of Director: Jay L. Henderson | Management | For | For |
Page 10 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| 1E. | Election of Director: Marcy S. Klevorn | Management | For | For |
| 1F. | Election of Director: Siddharth N. (Bobby) Mehta | Management | For | For |
| 1G. | Election of Director: Michael G. O'Grady | Management | For | For |
| 1H. | Election of Director: Jose Luis Prado | Management | For | For |
| 1I. | Election of Director: Thomas E. Richards | Management | For | For |
| 1J. | Election of Director: Martin P. Slark | Management | For | For |
| 1K. | Election of Director: David H. B. Smith, Jr. | Management | For | For |
| 1L. | Election of Director: Donald Thompson | Management | For | For |
| 1M. | Election of Director: Charles A. Tribbett III | Management | For | For |
| 2. | Approval, by an advisory vote, of the 2019 compensation | Management | For | For |
| of the Corporation's named executive officers. | | | |
| 3. | Ratification of the appointment of KPMG LLP as the | Management | For | For |
| Corporation's independent registered public accounting | | | |
| firm for the fiscal year ending December 31, 2020. | | | |
| BANK OF AMERICA CORPORATION |
| Security | 060505104 | Meeting Type | Annual |
| Ticker Symbol | BAC | Meeting Date | 22-Apr-2020 |
| ISIN | US0605051046 | Agenda | 935139825 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Sharon L. Allen | Management | For | For |
| 1B. | Election of Director: Susan S. Bies | Management | For | For |
| 1C. | Election of Director: Jack O. Bovender, Jr. | Management | For | For |
| 1D. | Election of Director: Frank P. Bramble, Sr. | Management | For | For |
| 1E. | Election of Director: Pierre J.P. de Weck | Management | For | For |
| 1F. | Election of Director: Arnold W. Donald | Management | For | For |
| 1G. | Election of Director: Linda P. Hudson | Management | For | For |
| 1H. | Election of Director: Monica C. Lozano | Management | For | For |
| 1I. | Election of Director: Thomas J. May | Management | For | For |
| 1J. | Election of Director: Brian T. Moynihan | Management | For | For |
| 1K. | Election of Director: Lionel L. Nowell III | Management | For | For |
| 1L. | Election of Director: Denise L. Ramos | Management | For | For |
| 1M. | Election of Director: Clayton S. Rose | Management | For | For |
| 1N. | Election of Director: Michael D. White | Management | For | For |
| 1O. | Election of Director: Thomas D. Woods | Management | For | For |
| 1P. | Election of Director: R. David Yost | Management | For | For |
| 1Q. | Election of Director: Maria T. Zuber | Management | For | For |
| 2. | Approving Our Executive Compensation (an Advisory, | Management | Against | Against |
| Non-binding "Say on Pay" Resolution). | | | |
| 3. | Ratifying the Appointment of Our Independent Registered | Management | For | For |
| Public Accounting Firm for 2020. | | | |
| 4. | Make Shareholder Proxy Access More Accessible. | Shareholder | For | Against |
| 5. | Adopt a New Shareholder Right - Written Consent | Shareholder | For | Against |
| 6. | Report Concerning Gender/Racial Pay Equity. | Shareholder | For | Against |
| 7. | Review of Statement of the Purpose of a Corporation and | Shareholder | For | Against |
| Report on Recommended Changes to Governance | | | |
| Documents, Policies, and Practices. | | | |
Page 11 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| CIGNA CORPORATION |
| Security | 125523100 | Meeting Type | Annual |
| Ticker Symbol | CI | Meeting Date | 23-Apr-2020 |
| ISIN | US1255231003 | Agenda | 935141755 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: David M. Cordani | Management | For | For |
| 1B. | Election of Director: William J. DeLaney | Management | For | For |
| 1C. | Election of Director: Eric J. Foss | Management | For | For |
| 1D. | Election of Director: Elder Granger, MD, MG, USA | Management | For | For |
| 1E. | Election of Director: Isaiah Harris, Jr. | Management | For | For |
| 1F. | Election of Director: Roman Martinez IV | Management | For | For |
| 1G. | Election of Director: Kathleen M. Mazzarella | Management | For | For |
| 1H. | Election of Director: Mark B. McClellan, MD, PhD | Management | For | For |
| 1I. | Election of Director: John M. Partridge | Management | For | For |
| 1J. | Election of Director: William L. Roper, MD, MPH | Management | For | For |
| 1K. | Election of Director: Eric C. Wiseman | Management | For | For |
| 1L. | Election of Director: Donna F. Zarcone | Management | For | For |
| 2. | Advisory approval of Cigna's executive compensation. | Management | For | For |
| 3. | Ratification of appointment of PricewaterhouseCoopers | Management | For | For |
| LLP as Cigna's independent registered public accounting | | | |
| firm for 2020. | | | |
| 4. | Shareholder proposal - Shareholder right to call a special | Shareholder | For | Against |
| meeting. | | | |
| 5. | Shareholder proposal - Gender pay gap report. | Shareholder | For | Against |
| JOHNSON & JOHNSON |
| Security | 478160104 | Meeting Type | Annual |
| Ticker Symbol | JNJ | Meeting Date | 23-Apr-2020 |
| ISIN | US4781601046 | Agenda | 935137934 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Mary C. Beckerle | Management | For | For |
| 1B. | Election Of Director: D. Scott Davis | Management | For | For |
| 1C. | Election of Director: Ian E. L. Davis | Management | For | For |
| 1D. | Election of Director: Jennifer A. Doudna | Management | For | For |
| 1E. | Election of Director: Alex Gorsky | Management | For | For |
| 1F. | Election of Director: Marillyn A. Hewson | Management | For | For |
| 1G. | Election of Director: Hubert Joly | Management | For | For |
| 1H. | Election of Director: Mark B. McClellan | Management | For | For |
| 1I. | Election of Director: Anne M. Mulcahy | Management | For | For |
| 1J. | Election of Director: Charles Prince | Management | For | For |
| 1K. | Election of Director: A. Eugene Washington | Management | For | For |
| 1L. | Election of Director: Mark A. Weinberger | Management | For | For |
| 1M. | Election of Director: Ronald A. Williams | Management | For | For |
| 2. | Advisory Vote to Approve Named Executive Officer | Management | For | For |
| Compensation. | | | |
| 3. | Ratification of Appointment of PricewaterhouseCoopers | Management | For | For |
| LLP as the Independent Registered Public Accounting | | | |
| Firm for 2020. | | | |
| 4. | Amendment to the Restated Certificate of Incorporation | Management | For | For |
| to Permit Removal of Directors Without Cause. | | | |
| 5. | Independent Board Chair | Shareholder | For | Against |
| 6. | Report on Governance of Opioids-Related Risks | Shareholder | For | Against |
Page 12 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| PFIZER INC. |
| Security | 717081103 | Meeting Type | Annual |
| Ticker Symbol | PFE | Meeting Date | 23-Apr-2020 |
| ISIN | US7170811035 | Agenda | 935138998 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Ronald E. Blaylock | Management | For | For |
| 1B. | Election of Director: Albert Bourla | Management | For | For |
| 1C. | Election of Director: W. Don Cornwell | Management | For | For |
| 1D. | Election of Director: Joseph J. Echevarria | Management | For | For |
| 1E. | Election of Director: Scott Gottlieb | Management | For | For |
| 1F. | Election of Director: Helen H. Hobbs | Management | For | For |
| 1G. | Election of Director: Susan Hockfield | Management | For | For |
| 1H. | Election of Director: James M. Kilts | Management | For | For |
| 1I. | Election of Director: Dan R. Littman | Management | For | For |
| 1J. | Election of Director: Shantanu Narayen | Management | For | For |
| 1K. | Election of Director: Suzanne Nora Johnson | Management | For | For |
| 1L. | Election of Director: James Quincey | Management | For | For |
| 1M. | Election of Director: James C. Smith | Management | For | For |
| 2. | Ratify the selection of KPMG LLP as independent | Management | For | For |
| registered public accounting firm for 2020 | | | |
| 3. | 2020 advisory approval of executive compensation | Management | For | For |
| 4. | Shareholder proposal regarding right to act by written | Shareholder | For | Against |
| consent | | | |
| 5. | Shareholder proposal regarding enhancing proxy access | Shareholder | For | Against |
| 6. | Shareholder proposal regarding report on lobbying | Shareholder | For | Against |
| activities | | | |
| 7. | Shareholder proposal regarding independent chair policy | Shareholder | For | Against |
| 8. | Shareholder proposal regarding gender pay gap | Shareholder | For | Against |
| 9. | Election of Director: Susan Desmond-Hellmann | Management | For | For |
| ABBOTT LABORATORIES |
| Security | 002824100 | Meeting Type | Annual |
| Ticker Symbol | ABT | Meeting Date | 24-Apr-2020 |
| ISIN | US0028241000 | Agenda | 935138570 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | R.J. Alpern | | For | For |
| 2 | R.S. Austin | | For | For |
| 3 | S.E. Blount | | For | For |
| 4 | R.B. Ford | | For | For |
| 5 | M.A. Kumbier | | For | For |
| 6 | E.M. Liddy | | For | For |
| 7 | D.W. McDew | | For | For |
| 8 | N. McKinstry | | For | For |
| 9 | P.N. Novakovic | | For | For |
| 10 | W.A. Osborn | | For | For |
| 11 | D.J. Starks | | For | For |
| 12 | J.G. Stratton | | For | For |
| 13 | G.F. Tilton | | For | For |
| 14 | M.D. White | | For | For |
| 2. | Ratification of Ernst & Young LLP as Auditors. | Management | For | For |
| 3. | Say on Pay - An Advisory Vote to Approve Executive | Management | For | For |
| Compensation. | | | |
| 4. | Shareholder Proposal - Lobbying Disclosure. | Shareholder | For | Against |
| 5. | Shareholder Proposal - Non-GAAP Financial | Shareholder | For | Against |
| Performance Metrics Disclosure. | | | |
| 6. | Shareholder Proposal - Shareholder Voting on By-Law | Shareholder | For | Against |
| Amendments. | | | |
| 7. | Shareholder Proposal - Simple Majority Vote. | Shareholder | For | Against |
Page 13 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| TOPBUILD CORP |
| Security | 89055F103 | Meeting Type | Annual |
| Ticker Symbol | BLD | Meeting Date | 27-Apr-2020 |
| ISIN | US89055F1030 | Agenda | 935145258 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Alec C. Covington | Management | For | For |
| 1B. | Election of Director: Gerald Volas | Management | For | For |
| 1C. | Election of Director: Carl T. Camden | Management | For | For |
| 1D. | Election of Director: Joseph S. Cantie | Management | For | For |
| 1E. | Election of Director: Tina M. Donikowski | Management | For | For |
| 1F. | Election of Director: Mark A. Petrarca | Management | For | For |
| 1G. | Election of Director: Nancy M. Taylor | Management | For | For |
| 2. | To ratify the Company's appointment of | Management | For | For |
| PricewaterhouseCoopers LLP to serve as the Company's | | | |
| independent registered public accounting firm for the | | | |
| Company's fiscal year ending December 31, 2020. | | | |
| 3. | To approve, on an advisory basis, the compensation of | Management | For | For |
| the Company's named executive officers. | | | |
| NOBLE ENERGY, INC. |
| Security | 655044105 | Meeting Type | Annual |
| Ticker Symbol | NBL | Meeting Date | 28-Apr-2020 |
| ISIN | US6550441058 | Agenda | 935141856 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Jeffrey L. Berenson | Management | For | For |
| 1B. | Election of Director: James E. Craddock | Management | For | For |
| 1C. | Election of Director: Barbara J. Duganier | Management | For | For |
| 1D. | Election of Director: Thomas J. Edelman | Management | For | For |
| 1E. | Election of Director: Holli C. Ladhani | Management | For | For |
| 1F. | Election of Director: David L. Stover | Management | For | For |
| 1G. | Election of Director: Scott D. Urban | Management | For | For |
| 1H. | Election of Director: William T. Van Kleef | Management | For | For |
| 1I. | Election of Director: Martha B. Wyrsch | Management | For | For |
| 2. | To ratify the appointment of the independent auditor by | Management | For | For |
| the Company's Audit Committee. | | | |
| 3. | To approve, in an advisory vote, executive compensation. | Management | For | For |
| 4. | To approve the 2020 Long-Term Incentive Plan. | Management | For | For |
| THE PNC FINANCIAL SERVICES GROUP, INC. |
| Security | 693475105 | Meeting Type | Annual |
| Ticker Symbol | PNC | Meeting Date | 28-Apr-2020 |
| ISIN | US6934751057 | Agenda | 935134332 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Joseph Alvarado | Management | For | For |
| 1B. | Election of Director: Charles E. Bunch | Management | For | For |
| 1C. | Election of Director: Debra A. Cafaro | Management | For | For |
| 1D. | Election of Director: Marjorie Rodgers Cheshire | Management | For | For |
| 1E. | Election of Director: William S. Demchak | Management | For | For |
| 1F. | Election of Director: Andrew T. Feldstein | Management | For | For |
| 1G. | Election of Director: Richard J. Harshman | Management | For | For |
| 1H. | Election of Director: Daniel R. Hesse | Management | For | For |
| 1I. | Election of Director: Linda R. Medler | Management | For | For |
| 1J. | Election of Director: Martin Pfinsgraff | Management | For | For |
| 1K. | Election of Director: Toni Townes-Whitley | Management | For | For |
| 1L. | Election of Director: Michael J. Ward | Management | For | For |
| 2. | Ratification of the Audit Committee's selection of | Management | For | For |
| PricewaterhouseCoopers LLP as PNC's independent | | | |
| registered public accounting firm for 2020. | | | |
| 3. | Advisory vote to approve named executive officer | Management | For | For |
| compensation. | | | |
| 4. | Approval of The PNC Financial Services Group, Inc. | Management | For | For |
| Employee Stock Purchase Plan, as amended and | | | |
| restated January 1, 2020. | | | |
Page 14 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| TRUIST FINANCIAL CORPORATION |
| Security | 89832Q109 | Meeting Type | Annual |
| Ticker Symbol | TFC | Meeting Date | 28-Apr-2020 |
| ISIN | US89832Q1094 | Agenda | 935137249 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Jennifer S. Banner | Management | For | For |
| 1B. | Election of Director: K. David Boyer, Jr. | Management | For | For |
| 1C. | Election of Director: Agnes Bundy Scanlan | Management | For | For |
| 1D. | Election of Director: Anna R. Cablik | Management | For | For |
| 1E. | Election of Director: Dallas S. Clement | Management | For | For |
| 1F. | Election of Director: Paul D. Donahue | Management | For | For |
| 1G. | Election of Director: Paul R. Garcia | Management | For | For |
| 1H. | Election of Director: Patrick C. Graney III | Management | For | For |
| 1I. | Election of Director: Linnie M. Haynesworth | Management | For | For |
| 1J. | Election of Director: Kelly S. King | Management | For | For |
| 1K. | Election of Director: Easter A. Maynard | Management | For | For |
| 1L. | Election of Director: Donna S. Morea | Management | For | For |
| 1M. | Election of Director: Charles A. Patton | Management | For | For |
| 1N. | Election of Director: Nido R. Qubein | Management | For | For |
| 1O. | Election of Director: David M. Ratcliffe | Management | For | For |
| 1P. | Election of Director: William H. Rogers, Jr. | Management | For | For |
| 1Q. | Election of Director: Frank P. Scruggs, Jr. | Management | For | For |
| 1R. | Election of Director: Christine Sears | Management | For | For |
| 1S. | Election of Director: Thomas E. Skains | Management | For | For |
| 1T. | Election of Director: Bruce L. Tanner | Management | For | For |
| 1U. | Election of Director: Thomas N. Thompson | Management | For | For |
| 1V. | Election of Director: Steven C. Voorhees | Management | For | For |
| 2. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as Truist's independent | | | |
| registered public accounting firm for 2020. | | | |
| 3. | Advisory vote to approve Truist's executive compensation | Management | For | For |
| program. | | | |
| 4. | Shareholder proposal regarding an independent | Shareholder | Against | For |
| Chairman of the Board of Directors, if properly presented | | | |
| at the Annual Meeting. | | | |
Page 15 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| KIMBERLY-CLARK CORPORATION |
| Security | 494368103 | Meeting Type | Annual |
| Ticker Symbol | KMB | Meeting Date | 29-Apr-2020 |
| ISIN | US4943681035 | Agenda | 935138099 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Abelardo E. Bru | Management | For | For |
| 1B. | Election of Director: Robert W. Decherd | Management | For | For |
| 1C. | Election of Director: Michael D. Hsu | Management | For | For |
| 1D. | Election of Director: Mae C. Jemison, M.D. | Management | For | For |
| 1E. | Election of Director: S. Todd Maclin | Management | For | For |
| 1F. | Election of Director: Sherilyn S. McCoy | Management | For | For |
| 1G. | Election of Director: Christa S. Quarles | Management | For | For |
| 1H. | Election of Director: Ian C. Read | Management | For | For |
| 1I. | Election of Director: Dunia A. Shive | Management | For | For |
| 1J. | Election of Director: Mark T. Smucker | Management | For | For |
| 1K. | Election of Director: Michael D. White | Management | For | For |
| 2. | Ratification of Auditor. | Management | For | For |
| 3. | Advisory Vote to Approve Named Executive Officer | Management | For | For |
| Compensation. | | | |
| 4. | Stockholder Proposal Regarding Right to Act by Written | Shareholder | For | Against |
| Consent. | | | |
| CORNING INCORPORATED |
| Security | 219350105 | Meeting Type | Annual |
| Ticker Symbol | GLW | Meeting Date | 30-Apr-2020 |
| ISIN | US2193501051 | Agenda | 935142721 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Donald W. Blair | Management | For | For |
| 1B. | Election of Director: Leslie A. Brun | Management | For | For |
| 1C. | Election of Director: Stephanie A. Burns | Management | For | For |
| 1D. | Election of Director: Richard T. Clark | Management | For | For |
| 1E. | Election of Director: Robert F. Cummings, Jr. | Management | For | For |
| 1F. | Election of Director: Deborah A. Henretta | Management | For | For |
| 1G. | Election of Director: Daniel P. Huttenlocher | Management | For | For |
| 1H. | Election of Director: Kurt M. Landgraf | Management | For | For |
| 1I. | Election of Director: Kevin J. Martin | Management | For | For |
| 1J. | Election of Director: Deborah D. Rieman | Management | For | For |
| 1K. | Election of Director: Hansel E. Tookes, II | Management | For | For |
| 1L. | Election of Director: Wendell P. Weeks | Management | For | For |
| 1M. | Election of Director: Mark S. Wrighton | Management | For | For |
| 2. | Advisory approval of the Company's executive | Management | For | For |
| compensation (Say on Pay). | | | |
| 3. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as our independent | | | |
| registered public accounting firm for the fiscal year | | | |
| ending December 31, 2020. | | | |
| EOG RESOURCES, INC. |
| Security | 26875P101 | Meeting Type | Annual |
| Ticker Symbol | EOG | Meeting Date | 30-Apr-2020 |
| ISIN | US26875P1012 | Agenda | 935145272 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Janet F. Clark | Management | For | For |
| 1B. | Election of Director: Charles R. Crisp | Management | For | For |
| 1C. | Election of Director: Robert P. Daniels | Management | For | For |
| 1D. | Election of Director: James C. Day | Management | For | For |
| 1E. | Election of Director: C. Christopher Gaut | Management | For | For |
| 1F. | Election of Director: Julie J. Robertson | Management | For | For |
| 1G. | Election of Director: Donald F. Textor | Management | For | For |
| 1H. | Election of Director: William R. Thomas | Management | For | For |
| 2. | To ratify the appointment by the Audit Committee of the | Management | For | For |
| Board of Directors of Deloitte & Touche LLP, independent | | | |
| registered public accounting firm, as auditors for the | | | |
| Company for the year ending December 31, 2020. | | | |
| 3. | To approve, by non-binding vote, the compensation of | Management | For | For |
| the Company's named executive officers. | | | |
Page 16 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| THE GOLDMAN SACHS GROUP, INC. |
| Security | 38141G104 | Meeting Type | Annual |
| Ticker Symbol | GS | Meeting Date | 30-Apr-2020 |
| ISIN | US38141G1040 | Agenda | 935147757 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: M. Michele Burns | Management | For | For |
| 1B. | Election of Director: Drew G. Faust | Management | For | For |
| 1C. | Election of Director: Mark A. Flaherty | Management | For | For |
| 1D. | Election of Director: Ellen J. Kullman | Management | For | For |
| 1E. | Election of Director: Lakshmi N. Mittal | Management | For | For |
| 1F. | Election of Director: Adebayo O. Ogunlesi | Management | For | For |
| 1G. | Election of Director: Peter Oppenheimer | Management | For | For |
| 1H. | Election of Director: David M. Solomon | Management | For | For |
| 1I. | Election of Director: Jan E. Tighe | Management | For | For |
| 1J. | Election of Director: David A. Viniar | Management | For | For |
| 1K. | Election of Director: Mark O. Winkelman | Management | For | For |
| 2. | Advisory Vote to Approve Executive Compensation (Say | Management | Against | Against |
| on Pay). | | | |
| 3. | Ratification of PricewaterhouseCoopers LLP as our | Management | For | For |
| Independent Registered Public Accounting Firm for 2020. | | | |
| 4. | Shareholder Proposal Regarding Right to Act by Written | Shareholder | For | Against |
| Consent. | | | |
| 5. | Shareholder Proposal Regarding Board Oversight of the | Shareholder | For | Against |
| "Statement on the Purpose of a Corporation". | | | |
| HCA HEALTHCARE, INC. |
| Security | 40412C101 | Meeting Type | Annual |
| Ticker Symbol | HCA | Meeting Date | 01-May-2020 |
| ISIN | US40412C1018 | Agenda | 935145614 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Thomas F. Frist III | Management | For | For |
| 1B. | Election of Director: Samuel N. Hazen | Management | For | For |
| 1C. | Election of Director: Meg G. Crofton | Management | For | For |
| 1D. | Election of Director: Robert J. Dennis | Management | For | For |
| 1E. | Election of Director: Nancy-Ann DeParle | Management | For | For |
| 1F. | Election of Director: William R. Frist | Management | For | For |
| 1G. | Election of Director: Charles O. Holliday, Jr. | Management | For | For |
| 1H. | Election of Director: Michael W. Michelson | Management | For | For |
| 1I. | Election of Director: Wayne J. Riley, M.D. | Management | For | For |
| 2. | To ratify the appointment of Ernst & Young LLP as our | Management | For | For |
| independent registered public accounting firm for the year | | | |
| ending December 31, 2020. | | | |
| 3. | Advisory vote to approve named executive officer | Management | For | For |
| compensation. | | | |
| 4. | To approve the 2020 Stock Incentive Plan for Key | Management | For | For |
| Employees of HCA Healthcare, Inc. and its Affiliates. | | | |
| 5. | To approve an amendment to our amended and restated | Management | For | For |
| certificate of incorporation to allow stockholders owning | | | |
| an aggregate of 15% of our outstanding common stock to | | | |
| request special meetings of stockholders. | | | |
| 6. | Stockholder proposal, if properly presented at the | Shareholder | For | Against |
| meeting, requesting that the Board of Directors take the | | | |
| steps necessary to allow stockholders to act by written | | | |
| consent. | | | |
Page 17 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| ZIONS BANCORPORATION |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 01-May-2020 |
| ISIN | US9897011071 | Agenda | 935149509 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Jerry C. Atkin | Management | For | For |
| 1B. | Election of Director: Gary L. Crittenden | Management | For | For |
| 1C. | Election of Director: Suren K. Gupta | Management | For | For |
| 1D. | Election of Director: J. David Heaney | Management | For | For |
| 1E. | Election of Director: Vivian S. Lee | Management | For | For |
| 1F. | Election of Director: Scott J. McLean | Management | For | For |
| 1G. | Election of Director: Edward F. Murphy | Management | For | For |
| 1H. | Election of Director: Stephen D. Quinn | Management | For | For |
| 1I. | Election of Director: Harris H. Simmons | Management | For | For |
| 1J. | Election of Director: Aaron B. Skonnard | Management | For | For |
| 1K. | Election of Director: Barbara A. Yastine | Management | For | For |
| 2. | Ratification of the appointment of Ernst & Young LLP as | Management | For | For |
| the Independent Registered Public Accounting Firm to | | | |
| audit the Bank's financial statements for the current fiscal | | | |
| year. | | | |
| 3. | Approval, on a nonbinding advisory basis, of the | Management | For | For |
| compensation paid to the Bank's named executive | | | |
| officers with respect to fiscal year ended December 31, | | | |
| 2020. | | | |
| BRISTOL-MYERS SQUIBB COMPANY |
| Security | 110122108 | Meeting Type | Annual |
| Ticker Symbol | BMY | Meeting Date | 05-May-2020 |
| ISIN | US1101221083 | Agenda | 935151681 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Peter J. Arduini | Management | For | For |
| 1B. | Election of Director: Robert Bertolini | Management | For | For |
| 1C. | Election of Director: Michael W. Bonney | Management | For | For |
| 1D. | Election of Director: Giovanni Caforio, M.D. | Management | For | For |
| 1E. | Election of Director: Matthew W. Emmens | Management | For | For |
| 1F. | Election of Director: Julia A. Haller, M.D. | Management | For | For |
| 1G. | Election of Director: Dinesh C. Paliwal | Management | For | For |
| 1H. | Election of Director: Theodore R. Samuels | Management | For | For |
| 1I. | Election of Director: Vicki L. Sato, Ph.D. | Management | For | For |
| 1J. | Election of Director: Gerald L. Storch | Management | For | For |
| 1K. | Election of Director: Karen H. Vousden, Ph.D. | Management | For | For |
| 1L. | Election of Director: Phyllis R. Yale | Management | For | For |
| 2. | Advisory vote to approve the compensation of our Named | Management | For | For |
| Executive Officers. | | | |
| 3. | Ratification of the appointment of an independent | Management | For | For |
| registered public accounting firm. | | | |
| 4. | Shareholder Proposal on Separate Chair & CEO. | Shareholder | For | Against |
| 5. | Shareholder Proposal on Shareholder Right to Act by | Shareholder | For | Against |
| Written Consent. | | | |
Page 18 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| GENERAL ELECTRIC COMPANY |
| Security | 369604103 | Meeting Type | Annual |
| Ticker Symbol | GE | Meeting Date | 05-May-2020 |
| ISIN | US3696041033 | Agenda | 935149369 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Election of Director: Sébastien Bazin | Management | For | For |
| 2. | Election of Director: Ashton Carter | Management | For | For |
| 3. | Election of Director: H. Lawrence Culp, Jr. | Management | For | For |
| 4. | Election of Director: Francisco D'Souza | Management | For | For |
| 5. | Election of Director: Edward Garden | Management | For | For |
| 6. | Election of Director: Thomas Horton | Management | For | For |
| 7. | Election of Director: Risa Lavizzo-Mourey | Management | For | For |
| 8. | Election of Director: Catherine Lesjak | Management | For | For |
| 9. | Election of Director: Paula Rosput Reynolds | Management | For | For |
| 10. | Election of Director: Leslie Seidman | Management | For | For |
| 11. | Election of Director: James Tisch | Management | For | For |
| 12. | Advisory Approval of Our Named Executives' | Management | Against | Against |
| Compensation | | | |
| 13. | Ratification of KPMG as Independent Auditor for 2020 | Management | For | For |
| 14. | Require the Chairman of the Board to be Independent | Shareholder | Against | For |
| BRUNSWICK CORPORATION |
| Security | 117043109 | Meeting Type | Annual |
| Ticker Symbol | BC | Meeting Date | 06-May-2020 |
| ISIN | US1170431092 | Agenda | 935145676 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Nancy E. Cooper | Management | For | For |
| 1B. | Election of Director: David C. Everitt | Management | For | For |
| 1C. | Election of Director: Lauren P. Flaherty | Management | For | For |
| 1D. | Election of Director: Joseph W. McClanathan | Management | For | For |
| 1E. | Election of Director: Jane L. Warner | Management | For | For |
| 1F. | Election of Director: Roger J. Wood | Management | For | For |
| 2. | Advisory vote to approve the compensation of our Named | Management | For | For |
| Executive Officers. | | | |
| 3. | The ratification of the Audit Committee's appointment of | Management | For | For |
| Deloitte & Touche LLP as the Company's independent | | | |
| registered public accounting firm for the fiscal year | | | |
| ending December 31, 2020. | | | |
| THE KRAFT HEINZ COMPANY |
| Security | 500754106 | Meeting Type | Annual |
| Ticker Symbol | KHC | Meeting Date | 07-May-2020 |
| ISIN | US5007541064 | Agenda | 935151895 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Gregory E. Abel | Management | For | For |
| 1B. | Election of Director: Alexandre Behring | Management | For | For |
| 1C. | Election of Director: John T. Cahill | Management | For | For |
| 1D. | Election of Director: Joao M. Castro-Neves | Management | For | For |
| 1E. | Election of Director: Timothy Kenesey | Management | For | For |
| 1F. | Election of Director: Jorge Paulo Lemann | Management | For | For |
| 1G. | Election of Director: Susan Mulder | Management | For | For |
| 1H. | Election of Director: John C. Pope | Management | For | For |
| 1I. | Election of Director: Elio Leoni Sceti | Management | For | For |
| 1J. | Election of Director: Alexandre Van Damme | Management | For | For |
| 1K. | Election of Director: George Zoghbi | Management | For | For |
| 2. | Advisory vote to approve executive compensation. | Management | For | For |
| 3. | Approval of The Kraft Heinz Company 2020 Omnibus | Management | For | For |
| Incentive Plan. | | | |
| 4. | Ratification of the selection of PricewaterhouseCoopers | Management | For | For |
| LLP as our independent auditors for 2020. | | | |
| 5. | Shareholder Proposal: Implementation of Simple Majority | Shareholder | For | Against |
| Vote Requirement. | | | |
Page 19 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| ABBVIE INC. |
| Security | 00287Y109 | Meeting Type | Annual |
| Ticker Symbol | ABBV | Meeting Date | 08-May-2020 |
| ISIN | US00287Y1091 | Agenda | 935152138 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Robert J. Alpern | | For | For |
| 2 | Edward M. Liddy | | For | For |
| 3 | Melody B. Meyer | | For | For |
| 4 | Frederick H. Waddell | | For | For |
| 2. | Ratification of Ernst & Young LLP as AbbVie's | Management | For | For |
| independent registered public accounting firm for 2020 | | | |
| 3. | Say on Pay - An advisory vote on the approval of | Management | For | For |
| executive compensation | | | |
| 4. | Approval of a management proposal regarding | Management | For | For |
| amendment of the certificate of incorporation to eliminate | | | |
| supermajority voting | | | |
| 5. | Stockholder Proposal - to Issue an Annual Report on | Shareholder | For | Against |
| Lobbying | | | |
| 6. | Stockholder Proposal - to Adopt a Policy to Require | Shareholder | Against | For |
| Independent Chairman | | | |
| 7. | Stockholder Proposal - to Issue a Compensation | Shareholder | For | Against |
| Committee Report on Drug Pricing | | | |
| 3M COMPANY |
| Security | 88579Y101 | Meeting Type | Annual |
| Ticker Symbol | MMM | Meeting Date | 12-May-2020 |
| ISIN | US88579Y1010 | Agenda | 935151390 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director for a term of one year: Thomas | Management | For | For |
| "Tony" K. Brown | | | |
| 1B. | Election of Director for a term of one year: Pamela J. | Management | For | For |
| Craig | | | |
| 1C. | Election of Director for a term of one year: David B. Dillon | Management | For | For |
| 1D. | Election of Director for a term of one year: Michael L. | Management | For | For |
| Eskew | | | |
| 1E. | Election of Director for a term of one year: Herbert L. | Management | For | For |
| Henkel | | | |
| 1F. | Election of Director for a term of one year: Amy E. Hood | Management | For | For |
| 1G. | Election of Director for a term of one year: Muhtar Kent | Management | For | For |
| 1H. | Election of Director for a term of one year: Dambisa F. | Management | For | For |
| Moyo | | | |
| 1I. | Election of Director for a term of one year: Gregory R. | Management | For | For |
| Page | | | |
Page 20 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| 1J. | Election of Director for a term of one year: Michael F. Roman | Management | For | For |
| 1K. | Election of Director for a term of one year: Patricia A. Woertz | Management | For | For |
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as 3M's independent registered public accounting firm. | Management | For | For |
| 3. | Advisory approval of executive compensation. | Management | Against | Against |
| 4. | Shareholder proposal on setting target amounts for CEO compensation. | Shareholder | For | Against |
| CIT GROUP INC. | | |
| Security | 125581801 | Meeting Type | Annual |
| Ticker Symbol | CIT | Meeting Date | 12-May-2020 |
| ISIN | US1255818015 | Agenda | 935151833 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Ellen R. Alemany | Management | For | For |
| 1B. | Election of Director: Michael L. Brosnan | Management | For | For |
| 1C. | Election of Director: Michael A. Carpenter | Management | For | For |
| 1D. | Election of Director: Dorene C. Dominguez | Management | For | For |
| 1E. | Election of Director: Alan Frank | Management | For | For |
| 1F. | Election of Director: William M. Freeman | Management | For | For |
| 1G. | Election of Director: R. Brad Oates | Management | For | For |
| 1H. | Election of Director: Gerald Rosenfeld | Management | For | For |
| 1I. | Election of Director: Vice Admiral John R. Ryan, USN (Ret.) | Management | For | For |
| 1J. | Election of Director: Sheila A. Stamps | Management | For | For |
| 1K. | Election of Director: Khanh T. Tran | Management | For | For |
| 1L. | Election of Director: Laura S. Unger | Management | For | For |
| 2. | To ratify the appointment of Deloitte & Touche LLP as CIT's independent registered public accounting firm and external auditors for 2020. | Management | For | For |
| 3. | To recommend, by non-binding vote, the compensation of CIT's named executive officers. | Management | For | For |
| LKQ CORPORATION | | |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 12-May-2020 |
| ISIN | US5018892084 | Agenda | 935155110 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Patrick Berard | Management | For | For |
| 1B. | Election of Director: Meg A. Divitto | Management | For | For |
| 1C. | Election of Director: Robert M. Hanser | Management | For | For |
| 1D. | Election of Director: Joseph M. Holsten | Management | For | For |
| 1E. | Election of Director: Blythe J. McGarvie | Management | For | For |
| 1F. | Election of Director: John W. Mendel | Management | For | For |
| 1G. | Election of Director: Jody G. Miller | Management | For | For |
| 1H. | Election of Director: John F. O'Brien | Management | For | For |
| 1I. | Election of Director: Guhan Subramanian | Management | For | For |
| 1J. | Election of Director: Xavier Urbain | Management | For | For |
| 1K. | Election of Director: Dominick Zarcone | Management | For | For |
| 2. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020. | Management | For | For |
| 3. | Approval, on an advisory basis, of the compensation of our named executive officers. | Management | For | For |
Page 21 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| MASCO CORPORATION | | |
| Security | 574599106 | Meeting Type | Annual |
| Ticker Symbol | MAS | Meeting Date | 12-May-2020 |
| ISIN | US5745991068 | Agenda | 935174805 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Keith J. Allman | Management | Did not Vote | N/A |
| 1b. | Election of Director: J. Michael Losh | Management | Did not Vote | N/A |
| 1c. | Election of Director: Christopher A. O'Herlihy | Management | Did not Vote | N/A |
| 1d. | Election of Director: Charles K. Stevens, III | Management | Did not Vote | N/A |
| 2. | To approve, by non-binding advisory vote, the compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the related materials disclosed in the Proxy Statement. | Management | Did not Vote | N/A |
| 3. | To ratify the selection of PricewaterhouseCoopers LLP as independent auditors for the Company for 2020. | Management | Did not Vote | N/A |
| SIMON PROPERTY GROUP, INC. | | |
| Security | 828806109 | Meeting Type | Annual |
| Ticker Symbol | SPG | Meeting Date | 12-May-2020 |
| ISIN | US8288061091 | Agenda | 935163864 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Glyn F. Aeppel | Management | For | For |
| 1b. | Election of Director: Larry C. Glasscock | Management | For | For |
| 1c. | Election of Director: Karen N. Horn, Ph.D. | Management | For | For |
| 1d. | Election of Director: Allan Hubbard | Management | For | For |
| 1e. | Election of Director: Reuben S. Leibowitz | Management | For | For |
| 1f. | Election of Director: Gary M. Rodkin | Management | For | For |
| 1g. | Election of Director: Stefan M. Selig | Management | For | For |
| 1h. | Election of Director: Daniel C. Smith, Ph.D. | Management | For | For |
| 1i. | Election of Director: J. Albert Smith, Jr. | Management | For | For |
| 1j. | Election of Director: Marta R. Stewart | Management | For | For |
| 2. | An advisory vote to approve the compensation of our Named Executive Officers. | Management | For | For |
| 3. | Ratification of Ernst & Young LLP as our independent registered public accounting firm for 2020. | Management | For | For |
| THE CHARLES SCHWAB CORPORATION | | |
| Security | 808513105 | Meeting Type | Annual |
| Ticker Symbol | SCHW | Meeting Date | 12-May-2020 |
| ISIN | US8085131055 | Agenda | 935165565 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: William S. Haraf | Management | For | For |
| 1B. | Election of Director: Frank C. Herringer | Management | For | For |
| 1C. | Election of Director: Roger O. Walther | Management | For | For |
| 2. | Ratification of the selection of Deloitte & Touche LLP as independent auditors | Management | For | For |
| 3. | Advisory vote to approve named executive officer compensation | Management | Against | Against |
| 4. | Approve the 2013 Stock Incentive Plan as Amended and Restated | Management | For | For |
Page 22 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| 5. | Approve the Amended and Restated Bylaws to adopt a proxy access bylaw for director nominations by stockholders | Management | For | For |
| 6. | Stockholder Proposal requesting annual disclosure of EEO-1 data | Shareholder | For | Against |
| 7. | Stockholder Proposal requesting disclosure of lobbying policy, procedures and oversight; lobbying expenditures; and participation in organizations engaged in lobbying | Shareholder | For | Against |
| CVS HEALTH CORPORATION | | |
| Security | 126650100 | Meeting Type | Annual |
| Ticker Symbol | CVS | Meeting Date | 14-May-2020 |
| ISIN | US1266501006 | Agenda | 935159322 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Fernando Aguirre | Management | For | For |
| 1B. | Election of Director: C. David Brown II | Management | For | For |
| 1C. | Election of Director: Alecia A. DeCoudreaux | Management | For | For |
| 1D. | Election of Director: Nancy-Ann M. DeParle | Management | For | For |
| 1E. | Election of Director: David W. Dorman | Management | For | For |
| 1F. | Election of Director: Roger N. Farah | Management | For | For |
| 1G. | Election of Director: Anne M. Finucane | Management | For | For |
| 1H. | Election of Director: Edward J. Ludwig | Management | For | For |
| 1I. | Election of Director: Larry J. Merlo | Management | For | For |
| 1J. | Election of Director: Jean-Pierre Millon | Management | For | For |
| 1K. | Election of Director: Mary L. Schapiro | Management | For | For |
| 1L. | Election of Director: William C. Weldon | Management | For | For |
| 1M. | Election of Director: Tony L. White | Management | For | For |
| 2. | Ratification of the appointment of our independent registered public accounting firm for 2020. | Management | For | For |
| 3. | Say on Pay, a proposal to approve, on an advisory basis, the Company's executive compensation. | Management | Against | Against |
| 4. | Proposal to amend the Company's 2017 Incentive Compensation Plan to increase the number of shares authorized to be issued under the Plan. | Management | For | For |
| 5. | Proposal to amend the Company's 2007 Employee Stock Purchase Plan to increase the number of shares available for sale under the Plan. | Management | For | For |
| 6. | Stockholder proposal for reducing the ownership threshold to request a stockholder action by written consent. | Shareholder | For | Against |
| 7. | Stockholder proposal regarding our independent Board Chair. | Shareholder | Against | For |
| DISCOVER FINANCIAL SERVICES | | |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 14-May-2020 |
| ISIN | US2547091080 | Agenda | 935159207 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Jeffrey S. Aronin | Management | For | For |
| 1B. | Election of Director: Mary K. Bush | Management | For | For |
| 1C. | Election of Director: Gregory C. Case | Management | For | For |
| 1D. | Election of Director: Candace H. Duncan | Management | For | For |
| 1E. | Election of Director: Joseph F. Eazor | Management | For | For |
| 1F. | Election of Director: Cynthia A. Glassman | Management | For | For |
| 1G. | Election of Director: Roger C. Hochschild | Management | For | For |
| 1H. | Election of Director: Thomas G. Maheras | Management | For | For |
Page 23 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| 1I. | Election of Director: Michael H. Moskow | Management | For | For |
| 1J. | Election of Director: Mark A. Thierer | Management | For | For |
| 1K. | Election of Director: Lawrence A. Weinbach | Management | For | For |
| 1L. | Election of Director: Jennifer L. Wong | Management | For | For |
| 2. | Advisory vote to approve named executive officer compensation | Management | For | For |
| 3. | To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm | Management | For | For |
| FISERV, INC. | | |
| Security | 337738108 | Meeting Type | Annual |
| Ticker Symbol | FISV | Meeting Date | 14-May-2020 |
| ISIN | US3377381088 | Agenda | 935160464 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Frank J. Bisignano | | For | For |
| 2 | Alison Davis | | For | For |
| 3 | Henrique de Castro | | For | For |
| 4 | Harry F. DiSimone | | For | For |
| 5 | Dennis F. Lynch | | For | For |
| 6 | Heidi G. Miller | | For | For |
| 7 | Scott C. Nuttall | | For | For |
| 8 | Denis J. O'Leary | | For | For |
| 9 | Doyle R. Simons | | For | For |
| 10 | Jeffery W. Yabuki | | For | For |
| 2. | To approve, on an advisory basis, the compensation of the named executive officers of Fiserv, Inc. | Management | Against | Against |
| 3. | To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Fiserv, Inc. for 2020. | Management | For | For |
| 4. | A shareholder proposal requesting the company provide political spending disclosure. | Shareholder | For | Against |
| WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP | | |
| Security | 929740108 | Meeting Type | Annual |
| Ticker Symbol | WAB | Meeting Date | 15-May-2020 |
| ISIN | US9297401088 | Agenda | 935159928 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Rafael Santana | | For | For |
| 2 | Lee B. Foster, II | | For | For |
| 2. | Approve an advisory (non-binding) resolution relating to the approval of 2019 named executive officer compensation. | Management | For | For |
| 3. | Approve the amendment to the 2011 Stock Incentive Plan to increase the number of shares available under the Plan. | Management | For | For |
| 4. | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2020 fiscal year. | Management | For | For |
Page 24 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| AMGEN INC. | | | |
| Security | 031162100 | Meeting Type | Annual |
| Ticker Symbol | AMGN | Meeting Date | 19-May-2020 |
| ISIN | US0311621009 | Agenda | 935172419 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Dr. Wanda M. Austin | Management | For | For |
| 1B. | Election of Director: Mr. Robert A. Bradway | Management | For | For |
| 1C. | Election of Director: Dr. Brian J. Druker | Management | For | For |
| 1D. | Election of Director: Mr. Robert A. Eckert | Management | For | For |
| 1E. | Election of Director: Mr. Greg C. Garland | Management | For | For |
| 1F. | Election of Director: Mr. Fred Hassan | Management | For | For |
| 1G. | Election of Director: Mr. Charles M. Holley, Jr. | Management | For | For |
| 1H. | Election of Director: Dr. Tyler Jacks | Management | For | For |
| 1I. | Election of Director: Ms. Ellen J. Kullman | Management | For | For |
| 1J. | Election of Director: Dr. Ronald D. Sugar | Management | For | For |
| 1K. | Election of Director: Dr. R. Sanders Williams | Management | For | For |
| 2. | Advisory vote to approve our executive compensation. | Management | For | For |
| 3. | To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2020. | Management | For | For |
| 4. | Stockholder proposal to require an independent board chair. | Shareholder | Against | For |
| HD SUPPLY HOLDINGS, INC. | | |
| Security | 40416M105 | Meeting Type | Annual |
| Ticker Symbol | HDS | Meeting Date | 19-May-2020 |
| ISIN | US40416M1053 | Agenda | 935158457 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Kathleen J. Affeldt | | For | For |
| 2 | Joseph J. DeAngelo | | For | For |
| 3 | Peter A. Dorsman | | For | For |
| 4 | Stephen J. Konenkamp | | For | For |
| 5 | Patrick R. McNamee | | For | For |
| 6 | Scott D. Ostfeld | | For | For |
| 7 | Charles W. Peffer | | For | For |
| 8 | James A. Rubright | | For | For |
| 9 | Lauren Taylor Wolfe | | For | For |
| 2. | To ratify our board of directors' appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending on January 31, 2021. | Management | For | For |
| 3. | To conduct an advisory vote to approve named executive officer compensation. | Management | For | For |
| 4. | To conduct an advisory vote on the frequency of advisory votes to approve named executive officer compensation. | Management | 1 Year | For |
Page 25 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| JPMORGAN CHASE & CO. |
| Security | 46625H100 | Meeting Type | Annual |
| Ticker Symbol | JPM | Meeting Date | 19-May-2020 |
| ISIN | US46625H1005 | Agenda | 935170833 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Linda B. Bammann | Management | For | For |
| 1B. | Election of Director: Stephen B. Burke | Management | For | For |
| 1C. | Election of Director: Todd A. Combs | Management | For | For |
| 1D. | Election of Director: James S. Crown | Management | For | For |
| 1E. | Election of Director: James Dimon | Management | For | For |
| 1F. | Election of Director: Timothy P. Flynn | Management | For | For |
| 1G. | Election of Director: Mellody Hobson | Management | For | For |
| 1H. | Election of Director: Michael A. Neal | Management | For | For |
| 1I. | Election of Director: Lee R. Raymond | Management | For | For |
| 1J. | Election of Director: Virginia M. Rometty | Management | For | For |
| 2. | Advisory resolution to approve executive compensation | Management | Against | Against |
| 3. | Ratification of independent registered public accounting | Management | For | For |
| firm | | | |
| 4. | Independent board chairman | Shareholder | Against | For |
| 5. | Oil and gas company and project financing related to the | Shareholder | For | Against |
| Arctic and the Canadian oil sands | | | |
| 6. | Climate change risk reporting | Shareholder | Against | For |
| 7. | Amend shareholder written consent provisions | Shareholder | For | Against |
| 8. | Charitable contributions disclosure | Shareholder | For | Against |
| 9. | Gender/Racial pay equity | Shareholder | For | Against |
| LUMBER LIQUIDATORS HOLDINGS, INC. |
| Security | 55003T107 | Meeting Type | Annual |
| Ticker Symbol | LL | Meeting Date | 20-May-2020 |
| ISIN | US55003T1079 | Agenda | 935168941 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | David A. Levin | | For | For |
| 2 | Martin F. Roper | | For | For |
| 2. | Proposal to ratify the selection of Ernst & Young LLP as | Management | For | For |
| the Company's independent registered public accounting | | | |
| firm for the fiscal year ending December 31, 2020. | | | |
| 3. | Proposal to approve a non-binding advisory resolution | Management | For | For |
| approving the compensation of the Company's named | | | |
| executive officers. | | | |
| STATE STREET CORPORATION |
| Security | 857477103 | Meeting Type | Annual |
| Ticker Symbol | STT | Meeting Date | 20-May-2020 |
| ISIN | US8574771031 | Agenda | 935174716 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: P. de Saint-Aignan | Management | For | For |
| 1B. | Election of Director: M. Chandoha | Management | For | For |
| 1C. | Election of Director: L. Dugle | Management | For | For |
| 1D. | Election of Director: A. Fawcett | Management | For | For |
| 1E. | Election of Director: W. Freda | Management | For | For |
| 1F. | Election of Director: S. Mathew | Management | For | For |
| 1G. | Election of Director: W. Meaney | Management | For | For |
| 1H. | Election of Director: R. O'Hanley | Management | For | For |
| 1I. | Election of Director: S. O'Sullivan | Management | For | For |
| 1J. | Election of Director: R. Sergel | Management | For | For |
| 1K. | Election of Director: G. Summe | Management | For | For |
| 2. | To approve an advisory proposal on executive | Management | For | For |
| compensation. | | | |
| 3. | To ratify the selection of Ernst & Young LLP as State | Management | For | For |
| Street's independent registered public accounting firm for | | | |
| the year ending December 31, 2020. | | | |
Page 26 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| HARLEY-DAVIDSON, INC. |
| Security | 412822108 | Meeting Type | Annual |
| Ticker Symbol | HOG | Meeting Date | 21-May-2020 |
| ISIN | US4128221086 | Agenda | 935178120 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Troy Alstead | | For | For |
| 2 | R. John Anderson | | For | For |
| 3 | Michael J. Cave | | For | For |
| 4 | Allan Golston | | For | For |
| 5 | Sara L. Levinson | | For | For |
| 6 | N. Thomas Linebarger | | For | For |
| 7 | Brian R. Niccol | | For | For |
| 8 | Maryrose T. Sylvester | | For | For |
| 9 | Jochen Zeitz | | For | For |
| 2. | To approve, by advisory vote, the compensation of our | Management | Against | Against |
| Named Executive Officers. | | | |
| 3. | To approve amendments to our Restated Articles of | Management | For | For |
| Incorporation to allow us to implement proxy access. | | | |
| 4. | To approve the Harley-Davidson, Inc. 2020 Incentive | Management | For | For |
| Stock Plan. | | | |
| 5. | To ratify the selection of Ernst & Young LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| fiscal year ending December 31, 2020. | | | |
| PAYPAL HOLDINGS, INC. |
| Security | 70450Y103 | Meeting Type | Annual |
| Ticker Symbol | PYPL | Meeting Date | 21-May-2020 |
| ISIN | US70450Y1038 | Agenda | 935170869 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Rodney C. Adkins | Management | For | For |
| 1B. | Election of Director: Jonathan Christodoro | Management | For | For |
| 1C. | Election of Director: John J. Donahoe | Management | For | For |
| 1D. | Election of Director: David W. Dorman | Management | For | For |
| 1E. | Election of Director: Belinda J. Johnson | Management | For | For |
| 1F. | Election of Director: Gail J. McGovern | Management | For | For |
| 1G. | Election of Director: Deborah M. Messemer | Management | For | For |
| 1H. | Election of Director: David M. Moffett | Management | For | For |
| 1I. | Election of Director: Ann M. Sarnoff | Management | For | For |
| 1J. | Election of Director: Daniel H. Schulman | Management | For | For |
| 1K. | Election of Director: Frank D. Yeary | Management | For | For |
| 2. | Advisory vote to approve named executive officer | Management | Against | Against |
| compensation. | | | |
| 3. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as our independent auditor | | | |
| for 2020. | | | |
| 4. | Stockholder Proposal - Stockholder right to act by written | Shareholder | For | Against |
| consent. | | | |
| 5. | Stockholder Proposal - Human and indigenous peoples' | Shareholder | For | Against |
| rights. | | | |
Page 27 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| PIONEER NATURAL RESOURCES COMPANY |
| Security | 723787107 | Meeting Type | Annual |
| Ticker Symbol | PXD | Meeting Date | 21-May-2020 |
| ISIN | US7237871071 | Agenda | 935179273 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Edison C. Buchanan | Management | For | For |
| 1B. | Election of Director: Andrew F. Cates | Management | For | For |
| 1C. | Election of Director: Phillip A. Gobe | Management | For | For |
| 1D. | Election of Director: Larry R. Grillot | Management | For | For |
| 1E. | Election of Director: Stacy P. Methvin | Management | For | For |
| 1F. | Election of Director: Royce W. Mitchell | Management | For | For |
| 1G. | Election of Director: Frank A. Risch | Management | For | For |
| 1H. | Election of Director: Scott D. Sheffield | Management | For | For |
| 1I. | Election of Director: Mona K. Sutphen | Management | For | For |
| 1J. | Election of Director: J. Kenneth Thompson | Management | For | For |
| 1K. | Election of Director: Phoebe A. Wood | Management | For | For |
| 1L. | Election of Director: Michael D. Wortley | Management | For | For |
| 2. | RATIFICATION OF SELECTION OF ERNST & YOUNG | Management | For | For |
| LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION. | | | |
| MERCK & CO., INC. |
| Security | 58933Y105 | Meeting Type | Annual |
| Ticker Symbol | MRK | Meeting Date | 26-May-2020 |
| ISIN | US58933Y1055 | Agenda | 935176431 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Leslie A. Brun | Management | For | For |
| 1B. | Election of Director: Thomas R. Cech | Management | For | For |
| 1C. | Election of Director: Mary Ellen Coe | Management | For | For |
| 1D. | Election of Director: Pamela J. Craig | Management | For | For |
| 1E. | Election of Director: Kenneth C. Frazier | Management | For | For |
| 1F. | Election of Director: Thomas H. Glocer | Management | For | For |
| 1G. | Election of Director: Risa Lavizzo-Mourey | Management | For | For |
| 1H. | Election of Director: Paul B. Rothman | Management | For | For |
| 1I. | Election of Director: Patricia F. Russo | Management | For | For |
| 1J. | Election of Director: Christine E. Seidman | Management | For | For |
| 1K. | Election of Director: Inge G. Thulin | Management | For | For |
| 1L. | Election of Director: Kathy J. Warden | Management | For | For |
| 1M. | Election of Director: Peter C. Wendell | Management | For | For |
| 2. | Non-binding advisory vote to approve the compensation | Management | For | For |
| of our named executive officers. | | | |
| 3. | Ratification of the appointment of the Company's | Management | For | For |
| independent registered public accounting firm for 2020. | | | |
| 4. | Shareholder proposal concerning shareholder right to act | Shareholder | For | Against |
| by written consent. | | | |
| 5. | Shareholder proposal regarding allocation of corporate | Shareholder | For | Against |
| tax savings. | | | |
Page 28 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| CHEVRON CORPORATION |
| Security | 166764100 | Meeting Type | Annual |
| Ticker Symbol | CVX | Meeting Date | 27-May-2020 |
| ISIN | US1667641005 | Agenda | 935183979 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: W. M. Austin | Management | For | For |
| 1B. | Election of Director: J. B. Frank | Management | For | For |
| 1C. | Election of Director: A. P. Gast | Management | For | For |
| 1D. | Election of Director: E. Hernandez, Jr. | Management | For | For |
| 1E. | Election of Director: C. W. Moorman IV | Management | For | For |
| 1F. | Election of Director: D. F. Moyo | Management | For | For |
| 1G. | Election of Director: D. Reed-Klages | Management | For | For |
| 1H. | Election of Director: R. D. Sugar | Management | For | For |
| 1I. | Election of Director: D. J. Umpleby III | Management | For | For |
| 1J. | Election of Director: M. K. Wirth | Management | For | For |
| 2. | Ratification of Appointment of PwC as Independent | Management | For | For |
| Registered Public Accounting Firm | | | |
| 3. | Advisory Vote to Approve Named Executive Officer | Management | For | For |
| Compensation | | | |
| 4. | Report on Lobbying | Shareholder | Against | For |
| 5. | Create a Board Committee on Climate Risk | Shareholder | Against | For |
| 6. | Report on Climate Lobbying | Shareholder | Against | For |
| 7. | Report on Petrochemical Risk | Shareholder | Against | For |
| 8. | Report on Human Rights Practices | Shareholder | For | Against |
| 9. | Set Special Meeting Threshold at 10% | Shareholder | For | Against |
| 10. | Adopt Policy for an Independent Chairman | Shareholder | Against | For |
| EXXON MOBIL CORPORATION |
| Security | 30231G102 | Meeting Type | Annual |
| Ticker Symbol | XOM | Meeting Date | 27-May-2020 |
| ISIN | US30231G1022 | Agenda | 935176443 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Susan K. Avery | Management | For | For |
| 1B. | Election of Director: Angela F. Braly | Management | For | For |
| 1C. | Election of Director: Ursula M. Burns | Management | For | For |
| 1D. | Election of Director: Kenneth C. Frazier | Management | For | For |
| 1E. | Election of Director: Joseph L. Hooley | Management | For | For |
| 1F. | Election of Director: Steven A. Kandarian | Management | For | For |
| 1G. | Election of Director: Douglas R. Oberhelman | Management | For | For |
| 1H. | Election of Director: Samuel J. Palmisano | Management | For | For |
| 1I. | Election of Director: William C. Weldon | Management | For | For |
| 1J. | Election of Director: Darren W. Woods | Management | For | For |
| 2. | Ratification of Independent Auditors (page 29) | Management | For | For |
| 3. | Advisory Vote to Approve Executive Compensation (page | Management | For | For |
| 30) | | | |
| 4. | Independent Chairman (page 59) | Shareholder | Against | For |
| 5. | Special Shareholder Meetings (page 61) | Shareholder | For | Against |
| 6. | Report on Environmental Expenditures (page 62) | Shareholder | Against | For |
| 7. | Report on Risks of Petrochemical Investments (page 64) | Shareholder | For | Against |
| 8. | Report on Political Contributions (page 66) | Shareholder | For | Against |
| 9. | Report on Lobbying (page 67) | Shareholder | For | Against |
Page 29 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| FACEBOOK, INC. |
| Security | 30303M102 | Meeting Type | Annual |
| Ticker Symbol | FB | Meeting Date | 27-May-2020 |
| ISIN | US30303M1027 | Agenda | 935178221 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Peggy Alford | | For | For |
| 2 | Marc L. Andreessen | | For | For |
| 3 | Andrew W. Houston | | For | For |
| 4 | Nancy Killefer | | For | For |
| 5 | Robert M. Kimmitt | | For | For |
| 6 | Sheryl K. Sandberg | | For | For |
| 7 | Peter A. Thiel | | For | For |
| 8 | Tracey T. Travis | | For | For |
| 9 | Mark Zuckerberg | | For | For |
| 2. | To ratify the appointment of Ernst & Young LLP as | Management | For | For |
| Facebook, Inc.'s independent registered public | | | |
| accounting firm for the fiscal year ending December 31, | | | |
| 2020. | | | |
| 3. | To approve the director compensation policy. | Management | For | For |
| 4. | A stockholder proposal regarding change in stockholder | Shareholder | For | Against |
| voting. | | | |
| 5. | A stockholder proposal regarding an independent chair. | Shareholder | Against | For |
| 6. | A stockholder proposal regarding majority voting for | Shareholder | For | Against |
| directors. | | | |
| 7. | A stockholder proposal regarding political advertising. | Shareholder | For | Against |
| 8. | A stockholder proposal regarding human/civil rights | Shareholder | For | Against |
| expert on board. | | | |
| 9. | A stockholder proposal regarding report on civil and | Shareholder | For | Against |
| human rights risks. | | | |
| 10. | A stockholder proposal regarding child exploitation. | Shareholder | For | Against |
| 11. | A stockholder proposal regarding median gender/racial | Shareholder | For | Against |
| pay gap. | | | |
| NXP SEMICONDUCTORS NV. |
| Security | N6596X109 | Meeting Type | Annual |
| Ticker Symbol | NXPI | Meeting Date | 27-May-2020 |
| ISIN | NL0009538784 | Agenda | 935185961 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Adoption of the 2019 Statutory Annual Accounts | Management | For | For |
| 2. | Discharge of the members of the Board for their | Management | For | For |
| responsibilities in the fiscal year ended December 31, | | | |
| 2019 | | | |
| 3A. | Appoint Kurt Sievers as executive director | Management | For | For |
| 3B. | Re-appoint Sir Peter Bonfield as non-executive director | Management | For | For |
| 3C. | Re-appoint Kenneth A. Goldman as non-executive | Management | For | For |
| director | | | |
| 3D. | Re-appoint Josef Kaeser as non-executive director | Management | For | For |
| 3E. | Re-appoint Lena Olving as non-executive director | Management | For | For |
| 3F. | Re-appoint Peter Smitham as non-executive director | Management | For | For |
| 3G. | Re-appoint Julie Southern as non-executive director | Management | For | For |
| 3H. | Re-appoint Jasmin Staiblin as non-executive director | Management | For | For |
| 3I. | Re-appoint Gregory Summe as non-executive director | Management | For | For |
| 3J. | Re-appoint Karl-Henrik Sundström as non-executive | Management | For | For |
| director | | | |
| 4. | Authorization of the Board to issue ordinary shares of the | Management | For | For |
| Company and grant rights to acquire ordinary shares | | | |
Page 30 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| 5. | Authorization of the Board to restrict or exclude pre- | Management | For | For |
| emption rights accruing in connection with an issue of | | | |
| shares or grant of rights | | | |
| 6. | Authorization of the Board to repurchase ordinary shares | Management | For | For |
| 7. | Authorization of the Board to cancel ordinary shares held | Management | For | For |
| or to be acquired by the Company | | | |
| 8. | Appointment of Ernst & Young Accountants LLP as | Management | For | For |
| independent auditors for a three-year period, starting with | | | |
| the fiscal year ending December 31, 2020 | | | |
| 9. | Determination of the remuneration of the members and | Management | For | For |
| Chairs of the Audit Committee, the Compensation | | | |
| Committee, and the Nominating and Governance | | | |
| Committee of the Board | | | |
| 10. | Amendment of the Company's Articles of Association | Management | For | For |
| 11. | Non-binding, advisory vote to approve Named Executive | Management | For | For |
| Officer compensation | | | |
| 12. | To recommend, by non-binding vote, the frequency of | Management | 1 Year | For |
| executive compensation votes | | | |
Page 31 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| UNITEDHEALTH GROUP INCORPORATED |
| Security | 91324P102 | Meeting Type | Annual |
| Ticker Symbol | UNH | Meeting Date | 01-Jun-2020 |
| ISIN | US91324P1021 | Agenda | 935188931 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Richard T. Burke | Management | For | For |
| 1B. | Election of Director: Timothy P. Flynn | Management | For | For |
| 1C. | Election of Director: Stephen J. Hemsley | Management | For | For |
| 1D. | Election of Director: Michele J. Hooper | Management | For | For |
| 1E. | Election of Director: F. William McNabb III | Management | For | For |
| 1F. | Election of Director: Valerie C. Montgomery Rice, M.D. | Management | For | For |
| 1G. | Election of Director: John H. Noseworthy, M.D. | Management | For | For |
| 1H. | Election of Director: Glenn M. Renwick | Management | For | For |
| 1I. | Election of Director: David S. Wichmann | Management | For | For |
| 1J. | Election of Director: Gail R. Wilensky, Ph.D. | Management | For | For |
| 2. | Advisory approval of the Company's executive | Management | For | For |
| compensation. | | | |
| 3. | Ratification of the appointment of Deloitte & Touche LLP | Management | For | For |
| as the independent registered public accounting firm for | | | |
| the Company for the year ending December 31, 2020. | | | |
| 4. | Approval of the UnitedHealth Group 2020 Stock Incentive | Management | For | For |
| Plan. | | | |
| 5. | If properly presented at the 2020 Annual Meeting of | Shareholder | For | Against |
| Shareholders, the shareholder proposal set forth in the | | | |
| proxy statement requesting any material amendment to | | | |
| the Company's Bylaws be subject to a non-binding | | | |
| shareholder vote. | | | |
| ALPHABET INC. |
| Security | 02079K305 | Meeting Type | Annual |
| Ticker Symbol | GOOGL | Meeting Date | 03-Jun-2020 |
| ISIN | US02079K3059 | Agenda | 935196762 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Larry Page | | For | For |
| 2 | Sergey Brin | | For | For |
| 3 | Sundar Pichai | | For | For |
| 4 | John L. Hennessy | | For | For |
| 5 | Frances H. Arnold | | For | For |
| 6 | L. John Doerr | | For | For |
| 7 | Roger W. Ferguson, Jr. | | For | For |
| 8 | Ann Mather | | For | For |
| 9 | Alan R. Mulally | | For | For |
| 10 | K. Ram Shriram | | For | For |
| 11 | Robin L. Washington | | For | For |
| 2. | Ratification of the appointment of Ernst & Young LLP as | Management | For | For |
| Alphabet's independent registered public accounting firm | | | |
| for the fiscal year ending December 31, 2020. | | | |
| 3. | An amendment to Alphabet's Amended and Restated | Management | For | For |
| 2012 Stock Plan to increase the share reserve by | | | |
| 8,500,000 shares of Class C capital stock. | | | |
| 4. | Advisory vote to approve named executive officer | Management | Against | Against |
| compensation. | | | |
| 5. | A stockholder proposal regarding equal shareholder | Shareholder | For | Against |
| voting, if properly presented at the meeting. | | | |
| 6. | A stockholder proposal regarding a report on arbitration | Shareholder | For | Against |
| of employment-related claims, if properly presented at the | | | |
| meeting. | | | |
| 7. | A stockholder proposal regarding the establishment of a | Shareholder | For | Against |
| human rights risk oversight committee, if properly | | | |
| presented at the meeting. | | | |
| 8. | A stockholder proposal regarding non-binding vote on | Shareholder | For | Against |
| amendment of bylaws, if properly presented at the | | | |
| meeting. | | | |
| 9. | A stockholder proposal regarding a report on | Shareholder | For | Against |
| sustainability metrics, if properly presented at the | | | |
| meeting. | | | |
| 10. | A stockholder proposal regarding a report on takedown | Shareholder | For | Against |
| requests, if properly presented at the meeting. | | | |
| 11. | A stockholder proposal regarding majority vote for | Shareholder | Against | For |
| election of directors, if properly presented at the meeting. | | | |
| 12. | A stockholder proposal regarding a report on | Shareholder | Against | For |
| gender/racial pay equity, if properly presented at the | | | |
| meeting. | | | |
| 13. | A stockholder proposal regarding the nomination of | Shareholder | Against | For |
| human rights and/or civil rights expert to the board, if | | | |
| properly presented at the meeting. | | | |
| 14. | A stockholder proposal regarding a report on | Shareholder | Against | For |
| whistleblower policies and practices, if properly presented | | | |
| at the meeting | | | |
Page 32 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| DEVON ENERGY CORPORATION |
| Security | 25179M103 | Meeting Type | Annual |
| Ticker Symbol | DVN | Meeting Date | 03-Jun-2020 |
| ISIN | US25179M1036 | Agenda | 935190366 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Barbara M. Baumann | | For | For |
| 2 | John E. Bethancourt | | For | For |
| 3 | Ann G. Fox | | For | For |
| 4 | David A. Hager | | For | For |
| 5 | Robert H. Henry | | For | For |
| 6 | Michael M. Kanovsky | | For | For |
| 7 | John Krenicki Jr. | | For | For |
| 8 | Robert A. Mosbacher Jr. | | For | For |
| 9 | Duane C. Radtke | | For | For |
| 10 | Keith O. Rattie | | For | For |
| 11 | Mary P. Ricciardello | | For | For |
| 2. | Ratify the appointment of the Company's Independent | Management | For | For |
| Auditors for 2020. | | | |
| 3. | Advisory Vote to Approve Executive Compensation. | Management | For | For |
| FREEPORT-MCMORAN INC. |
| Security | 35671D857 | Meeting Type | Annual |
| Ticker Symbol | FCX | Meeting Date | 03-Jun-2020 |
| ISIN | US35671D8570 | Agenda | 935192916 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Director: Richard C. Adkerson | Management | For | For |
| 1.2 | Election of Director: Gerald J. Ford | Management | For | For |
| 1.3 | Election of Director: Lydia H. Kennard | Management | For | For |
| 1.4 | Election of Director: Dustan E. McCoy | Management | For | For |
| 1.5 | Election of Director: John J. Stephens | Management | For | For |
| 1.6 | Election of Director: Frances Fragos Townsend | Management | For | For |
| 2. | Ratification of the appointment of Ernst & Young LLP as | Management | For | For |
| our independent registered public accounting firm for | | | |
| 2020. | | | |
| 3. | Approval, on an advisory basis, of the compensation of | Management | For | For |
| our named executive officers. | | | |
Page 33 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| THE CHARLES SCHWAB CORPORATION |
| Security | 808513105 | Meeting Type | Special |
| Ticker Symbol | SCHW | Meeting Date | 04-Jun-2020 |
| ISIN | US8085131055 | Agenda | 935219091 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Approve the issuance of Schwab common shares, | Management | For | For |
| consisting of common stock and nonvoting common | | | |
| stock, to holders of shares of TD Ameritrade common | | | |
| stock in connection with the merger contemplated with | | | |
| TD Ameritrade. | | | |
| 2. | Approve an amendment to the Schwab charter to | Management | For | For |
| increase the number of authorized shares of capital stock | | | |
| of Schwab by 300 million and create a new class of | | | |
| Schwab nonvoting common stock. | | | |
| 3. | Approve a proposal that will give the Schwab board of | Management | For | For |
| directors authority to adjourn the Schwab special meeting | | | |
| from time to time if necessary to solicit additional proxies | | | |
| if there are not sufficient votes to approve Proposals 1 | | | |
| and 2 above at the time of the Schwab special meeting, | | | |
| or any adjournment or postponement of the Schwab | | | |
| special meeting. | | | |
| ALLIANCE DATA SYSTEMS CORPORATION |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 09-Jun-2020 |
| ISIN | US0185811082 | Agenda | 935202159 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Director: Ralph J. Andretta | Management | For | For |
| 1.2 | Election of Director: Roger H. Ballou | Management | For | For |
| 1.3 | Election of Director: John C. Gerspach, Jr. | Management | For | For |
| 1.4 | Election of Director: Rajesh Natarajan | Management | For | For |
| 1.5 | Election of Director: Timothy J. Theriault | Management | For | For |
| 1.6 | Election of Director: Laurie A. Tucker | Management | For | For |
| 1.7 | Election of Director: Sharen J. Turney | Management | For | For |
| 2. | Advisory vote to approve executive compensation. | Management | For | For |
| 3. | Approval of the 2020 Omnibus Incentive Plan. | Management | For | For |
| 4. | Ratification of the selection of Deloitte & Touche LLP as | Management | For | For |
| the independent registered public accounting firm of | | | |
| Alliance Data Systems Corporation for 2020. | | | |
| FIDELITY NATIONAL FINANCIAL, INC. |
| Security | 31620R303 | Meeting Type | Annual |
| Ticker Symbol | FNF | Meeting Date | 10-Jun-2020 |
| ISIN | US31620R3030 | Agenda | 935192788 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | William P. Foley, II | | For | For |
| 2 | Douglas K. Ammerman | | For | For |
| 3 | Thomas M. Hagerty | | For | For |
| 4 | Peter O. Shea, Jr. | | For | For |
| 2. | Approval of a non-binding advisory resolution on the | Management | For | For |
| compensation paid to our named executive officers. | | | |
| 3. | Ratification of the appointment of Ernst & Young LLP as | Management | For | For |
| our independent registered public accounting firm for the | | | |
| 2020 fiscal year. | | | |
Page 34 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| TARGET CORPORATION |
| Security | 87612E106 | Meeting Type | Annual |
| Ticker Symbol | TGT | Meeting Date | 10-Jun-2020 |
| ISIN | US87612E1064 | Agenda | 935196293 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Douglas M. Baker, Jr. | Management | Did not Vote | N/A |
| 1B. | Election of Director: George S. Barrett | Management | Did not Vote | N/A |
| 1C. | Election of Director: Brian C. Cornell | Management | Did not Vote | N/A |
| 1D. | Election of Director: Calvin Darden | Management | Did not Vote | N/A |
| 1E. | Election of Director: Robert L. Edwards | Management | Did not Vote | N/A |
| 1F. | Election of Director: Melanie L. Healey | Management | Did not Vote | N/A |
| 1G. | Election of Director: Donald R. Knauss | Management | Did not Vote | N/A |
| 1H. | Election of Director: Monica C. Lozano | Management | Did not Vote | N/A |
| 1I. | Election of Director: Mary E. Minnick | Management | Did not Vote | N/A |
| 1J. | Election of Director: Kenneth L. Salazar | Management | Did not Vote | N/A |
| 1K. | Election of Director: Dmitri L. Stockton | Management | Did not Vote | N/A |
| 2. | Company proposal to ratify the appointment of Ernst & | Management | Did not Vote | N/A |
| Young LLP as our independent registered public | | | |
| accounting firm. | | | |
| 3. | Company proposal to approve, on an advisory basis, our | Management | Did not Vote | N/A |
| executive compensation (Say on Pay). | | | |
| 4. | Company proposal to approve the Target Corporation | Management | Did not Vote | N/A |
| 2020 Long-Term Incentive Plan. | | | |
| DISCOVERY, INC. |
| Security | 25470F104 | Meeting Type | Annual |
| Ticker Symbol | DISCA | Meeting Date | 18-Jun-2020 |
| ISIN | US25470F1049 | Agenda | 935197651 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Robert R. Bennett | | For | For |
| 2 | John C. Malone | | For | For |
| 3 | David M. Zaslav | | For | For |
| 2. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as Discovery, Inc.'s | | | |
| independent registered public accounting firm for the | | | |
| fiscal year ending December 31, 2020. | | | |
| 3. | To vote on an advisory resolution to approve the 2019 | Management | Against | Against |
| compensation of Discovery, Inc.'s named executive | | | |
| officers, commonly referred to as a "Say on Pay" vote. | | | |
| 4. | To vote on a stockholder proposal regarding simple | Shareholder | For | Against |
| majority vote, if properly presented. | | | |
Page 35 of 36
Thompson Large Cap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| EBAY INC. |
| Security | 278642103 | Meeting Type | Annual |
| Ticker Symbol | EBAY | Meeting Date | 29-Jun-2020 |
| ISIN | US2786421030 | Agenda | 935220626 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of director: Anthony J. Bates | Management | For | For |
| 1B. | Election of director: Adriane M. Brown | Management | For | For |
| 1C. | Election of director: Jesse A. Cohn | Management | For | For |
| 1D. | Election of director: Diana Farrell | Management | For | For |
| 1E. | Election of director: Logan D. Green | Management | For | For |
| 1F. | Election of director: Bonnie S. Hammer | Management | For | For |
| 1G. | Election of director: Jamie Iannone | Management | For | For |
| 1H. | Election of director: Kathleen C. Mitic | Management | For | For |
| 1I. | Election of director: Matthew J. Murphy | Management | For | For |
| 1J. | Election of director: Pierre M. Omidyar | Management | For | For |
| 1K. | Election of director: Paul S. Pressler | Management | For | For |
| 1L. | Election of director: Robert H. Swan | Management | For | For |
| 1M. | Election of director: Perry M. Traquina | Management | For | For |
| 2. | Ratification of appointment of independent auditors. | Management | For | For |
| 3. | Advisory vote to approve named executive officer | Management | Against | Against |
| compensation. | | | |
| 4. | Stockholder proposal regarding written consent, if | Shareholder | For | Against |
| properly presented. | | | |
| MGP INGREDIENTS INC |
| Security | 55303J106 | Meeting Type | Annual |
| Ticker Symbol | MGPI | Meeting Date | 30-Jun-2020 |
| ISIN | US55303J1060 | Agenda | 935220020 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: James L. Bareuther | Management | For | For |
| 1B. | Election of Director: Terrence P. Dunn | Management | For | For |
| 1C. | Election of Director: Anthony P. Foglio | Management | For | For |
| 1D. | Election of Director: Kerry A. Walsh Skelly | Management | For | For |
| 2. | To ratify the appointment of KPMG LLP as the | Management | For | For |
| Company's independent registered public accounting | | | |
| firm. | | | |
| 3. | To adopt an advisory resolution to approve the | Management | For | For |
| compensation of our named executive officers. | | | |
Page 36 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| ELECTRONICS FOR IMAGING, INC. | | |
| Security | 286082102 | Meeting Type | Special |
| Ticker Symbol | EFII | Meeting Date | 15-Jul-2019 |
| ISIN | US2860821022 | Agenda | 935053873 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Proposal to adopt the Agreement and Plan of Merger, dated April 14, 2019 (which, as may be amended from time to time, we refer to as the "merger agreement"), among East Private Holdings II, LLC (which we refer to as "Parent"), East Merger Sub, Inc. (which we refer to as "Merger Sub"), which is a wholly owned subsidiary of Parent, and Electronics for Imaging, Inc. ("EFI"), pursuant to which Merger Sub will be merged with and into EFI (which we refer to as the "merger"), with EFI ...(due to space limits, see proxy statement for full proposal). | Management | For | For |
| 2. | Non-binding, advisory proposal to approve specified compensation that will or may become payable to EFI's named executive officers in connection with the merger. | Management | Against | Against |
| 3. | Proposal to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement. | Management | For | For |
| BED BATH & BEYOND INC. | | |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 25-Jul-2019 |
| ISIN | US0758961009 | Agenda | 935059166 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Patrick R. Gaston | Management | For | For |
| 1b. | Election of Director: Mary A. Winston | Management | For | For |
| 1c. | Election of Director: Stephanie Bell-Rose | Management | For | For |
| 1d. | Election of Director: Harriet Edelman | Management | For | For |
| 1e. | Election of Director: John E. Fleming | Management | For | For |
| 1f. | Election of Director: Sue E. Gove | Management | For | For |
| 1g. | Election of Director: Jeffrey A. Kirwan | Management | For | For |
| 1h. | Election of Director: Johnathan B. (JB) Osborne | Management | For | For |
| 1i. | Election of Director: Harsha Ramalingam | Management | For | For |
| 1j. | Election of Director: Virginia P. Ruesterholz | Management | For | For |
| 1k. | Election of Director: Joshua E. Schechter | Management | For | For |
| 1l. | Election of Director: Andrea Weiss | Management | For | For |
| 1m. | Election of Director: Ann Yerger | Management | For | For |
| 2. | To ratify the appointment of KPMG LLP as independent auditors for the 2019 fiscal year. | Management | For | For |
| 3. | To approve, by non-binding vote, the 2018 compensation paid to the Company's Named Executive Officers (commonly known as a "say-on-pay" proposal). | Management | Against | Against |
Page 1 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| EXACT SCIENCES CORPORATION | | |
| Security | 30063P105 | Meeting Type | Annual |
| Ticker Symbol | EXAS | Meeting Date | 25-Jul-2019 |
| ISIN | US30063P1057 | Agenda | 935055106 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Kevin T. Conroy | | For | For |
| 2 | Katherine S. Zanotti | | For | For |
| 2. | Proposal to ratify the selection of BDO USA, LLP as our independent registered public accounting firm for 2019. | Management | For | For |
| 3. | Proposal to approve on an advisory basis the compensation of the Company's named executive officers. | Management | Against | Against |
| 4. | Proposal to approve the Exact Sciences Corporation 2019 Omnibus Long-Term Incentive Plan. | Management | Against | Against |
| SUNTRUST BANKS, INC. | | |
| Security | 867914103 | Meeting Type | Special |
| Ticker Symbol | STI | Meeting Date | 30-Jul-2019 |
| ISIN | US8679141031 | Agenda | 935057655 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | To approve the Amended Agreement and Plan of Merger, dated as of February 7, 2019, as amended as of June 14, 2019 (as further amended from time to time, the "Merger Agreement"), by and between BB&T Corporation, a North Carolina corporation, and SunTrust Banks, Inc., a Georgia corporation ("SunTrust") (the "SunTrust merger proposal"). | Management | For | For |
| 2. | To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to SunTrust's named executive officers in connection with the transactions contemplated by the Merger Agreement. | Management | For | For |
| 3. | To adjourn the SunTrust special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the SunTrust merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of SunTrust common stock and holders of SunTrust preferred stock. | Management | For | For |
| MCKESSON CORPORATION | | |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 31-Jul-2019 |
| ISIN | US58155Q1031 | Agenda | 935050714 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director for a one-year term: Dominic J. Caruso | Management | For | For |
| 1b. | Election of Director for a one-year term: N. Anthony Coles, M.D. | Management | For | For |
| 1c. | Election of Director for a one-year term: M. Christine Jacobs | Management | For | For |
| 1d. | Election of Director for a one-year term: Donald R. Knauss | Management | For | For |
| 1e. | Election of Director for a one-year term: Marie L. Knowles | Management | For | For |
| 1f. | Election of Director for a one-year term: Bradley E. Lerman | Management | For | For |
| 1g. | Election of Director for a one-year term: Edward A. Mueller | Management | For | For |
| 1h. | Election of Director for a one-year term: Susan R. Salka | Management | For | For |
| 1i. | Election of Director for a one-year term: Brian S. Tyler | Management | For | For |
| 1j. | Election of Director for a one-year term: Kenneth E. Washington | Management | For | For |
| 2. | Ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2020. | Management | For | For |
| 3. | Advisory vote on executive compensation. | Management | Against | Against |
| 4. | Shareholder proposal on disclosure of lobbying activities and expenditures. | Shareholder | For | Against |
| 5. | Shareholder proposal on 10% ownership threshold for calling special meetings of shareholders. | Shareholder | Against | For |
Page 2 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| JAZZ PHARMACEUTICALS PLC | | |
| Security | G50871105 | Meeting Type | Annual |
| Ticker Symbol | JAZZ | Meeting Date | 01-Aug-2019 |
| ISIN | IE00B4Q5ZN47 | Agenda | 935052085 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Paul L. Berns | Management | For | For |
| 1b. | Election of Director: Patrick G. Enright | Management | For | For |
| 1c. | Election of Director: Seamus Mulligan | Management | For | For |
| 1d. | Election of Director: Norbert G. Riedel | Management | For | For |
| 2. | To ratify, on a non-binding advisory basis, the appointment of KPMG, Dublin as the independent auditors of Jazz Pharmaceuticals plc for the fiscal year ending December 31, 2019 and to authorize, in a binding vote, the board of directors, acting through the audit committee, to determine the auditors' remuneration. | Management | For | For |
| 3. | To approve, on a non-binding advisory basis, the compensation of Jazz Pharmaceuticals plc's named executive officers as disclosed in the proxy statement. | Management | For | For |
| THE J. M. SMUCKER COMPANY | | |
| Security | 832696405 | Meeting Type | Annual |
| Ticker Symbol | SJM | Meeting Date | 14-Aug-2019 |
| ISIN | US8326964058 | Agenda | 935056920 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director for a term expire in 2020: Kathryn W. Dindo | Management | For | For |
| 1b. | Election of Director for a term expire in 2020: Paul J. Dolan | Management | For | For |
| 1c. | Election of Director for a term expire in 2020: Jay L. Henderson | Management | For | For |
| 1d. | Election of Director for a term expire in 2020: Gary A. Oatey | Management | For | For |
| 1e. | Election of Director for a term expire in 2020: Kirk L. Perry | Management | For | For |
| 1f. | Election of Director for a term expire in 2020: Sandra Pianalto | Management | For | For |
| 1g. | Election of Director for a term expire in 2020: Nancy Lopez Russell | Management | For | For |
| 1h. | Election of Director for a term expire in 2020: Alex Shumate | Management | For | For |
| 1i. | Election of Director for a term expire in 2020: Mark T. Smucker | Management | For | For |
| 1j. | Election of Director for a term expire in 2020: Richard K. Smucker | Management | For | For |
| 1k. | Election of Director for a term expire in 2020: Timothy P. Smucker | Management | For | For |
| 1l. | Election of Director for a term expire in 2020: Dawn C. Willoughby | Management | For | For |
| 2. | Ratification of appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the 2020 fiscal year. | Management | For | For |
| 3. | Advisory approval of the Company's executive compensation. | Management | For | For |
Page 3 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| KORNIT DIGITAL LTD. | | |
| Security | M6372Q113 | Meeting Type | Annual |
| Ticker Symbol | KRNT | Meeting Date | 22-Aug-2019 |
| ISIN | IL0011216723 | Agenda | 935065157 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a | To re-elect Mr. Alon Lumbroso for a three-year term as a Class I director of the Company, until the Company's annual general meeting of shareholders in 2022 and until his successor is duly elected and qualified. | Management | For | For |
| 1b | To re-elect Mr. Dov Ofer for a three-year term as a Class I director of the Company, until the Company's annual general meeting of shareholders in 2022 and until his successor is duly elected and qualified. | Management | For | For |
| 2a | To elect Mr. Stephen Nigro for an initial two-year term as a Class III director of the Company, until the Company's annual general meeting of shareholders in 2021 and until his successor is duly elected and qualified. | Management | For | For |
| 2b | To elect Mr. Ronen Samuel (our chief executive officer) for an initial two-year term as a Class III director of the Company, until the Company's annual general meeting of shareholders in 2021 and until his successor is duly elected and qualified. | Management | For | For |
| 3 | To approve the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as the Company's independent registered public accounting firm for the year ending December 31, 2019 and until the Company's 2020 annual general meeting of shareholders, and to authorize the Company's board of directors to fix such accounting firm's annual compensation. | Management | For | For |
| 4a | To ratify and clarify certain employment terms of Mr. Ronen Samuel, our chief executive officer, consisting of: A special bonus of up to three (3) months' of base salary that may be granted to Mr. Samuel annually based on achievements to be determined by the Company's board of directors that are not included in Mr. Samuel's annual bonus plan (which, for 2018, yields a bonus of NIS 137,000 (approximately US $38,600 as of July 15, 2019)) | Management | For | For |
| 4aa | By checking the box marked "FOR", the undersigned hereby confirms that he, she or it is not a "controlling shareholder" and does not have a conflict of interest in the approval of Proposal 4a. If the undersigned or a related party of the undersigned is a controlling shareholder or has such a conflict of interest, check the box "AGAINST". [MUST COMPLETE ITEM 4aa]. Please confirm you are a controlling shareholder/have a personal interest. If you do not vote FOR=YES OR AGAINST=NO the vote on the corresponding proposal will not count. | Management | For | N/A |
| 4b | To ratify and clarify certain employment terms of Mr. Ronen Samuel, our chief executive officer, consisting of: Acceleration of 50% of Mr. Samuel's unvested equity grants upon a change of control of the Company that is followed by termination of Mr. Samuel's employment under certain circumstances, as described in the Proxy Statement. | Management | For | For |
| 4ba | By checking the box marked "FOR", the undersigned hereby confirms that he, she or it is not a "controlling shareholder" and does not have a conflict of interest in the approval of Proposal 4b. If the undersigned or a related party of the undersigned is a controlling shareholder or has such a conflict of interest, check the box "AGAINST". [MUST COMPLETE ITEM 4ba]. Please confirm you are a controlling shareholder/have a personal interest. If you do not vote FOR=YES OR AGAINST=NO the vote on the corresponding proposal will not count. | Management | For | N/A |
| 5 | To approve a one-time grant of options to purchase 100,000 ordinary shares to Mr. Ronen Samuel, our chief executive officer, subject to a four-year vesting schedule and certain other provisions, as described in the Proxy Statement. | Management | Against | Against |
| 5a | By checking the box marked "FOR", the undersigned hereby confirms that he, she or it is not a "controlling shareholder" and does not have a conflict of interest in the approval of Proposal 5. If the undersigned or a related party of the undersigned is a controlling shareholder or has such a conflict of interest, check the box "AGAINST". [MUST COMPLETE ITEM 5a]. Please confirm you are a controlling shareholder/have a personal interest. If you do not vote FOR=YES OR AGAINST=NO the vote on the corresponding proposal will not count. | Management | For | N/A |
Page 4 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| CYPRESS SEMICONDUCTOR CORPORATION | | |
| Security | 232806109 | Meeting Type | Special |
| Ticker Symbol | CY | Meeting Date | 27-Aug-2019 |
| ISIN | US2328061096 | Agenda | 935063987 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | To adopt the Agreement and Plan of Merger, dated as of June 3, 2019, as it may be amended or modified from time to time, among Cypress Semiconductor Corporation ("Cypress"), Infineon Technologies AG and IFX Merger Sub Inc. (the "merger agreement") and the merger described therein. | Management | For | For |
| 2. | To approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Cypress to its named executive officers that is based on or otherwise relates to the merger. | Management | Against | Against |
| 3. | To approve any proposal to adjourn the special meeting from time to time, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the merger agreement. | Management | For | For |
| FIRST AMERICAN FUNDS, INC. | | |
| Security | 31846V336 | Meeting Type | Special |
| Ticker Symbol | FGXXX | Meeting Date | 29-Aug-2019 |
| ISIN | US31846V3362 | Agenda | 935065246 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | David K. Baumgardner | | For | For |
| 2 | Mark E. Gaumond | | For | For |
| 3 | Roger A. Gibson | | For | For |
| 4 | Jennifer J. McPeek | | For | For |
| 5 | C. David Myers | | For | For |
| 6 | Richard K. Riederer | | For | For |
| 7 | P. Kelly Tompkins | | For | For |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | | |
| Security | 874054109 | Meeting Type | Annual |
| Ticker Symbol | TTWO | Meeting Date | 18-Sep-2019 |
| ISIN | US8740541094 | Agenda | 935065842 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Strauss Zelnick | Management | For | For |
| 1B. | Election of Director: Michael Dornemann | Management | For | For |
| 1C. | Election of Director: J Moses | Management | For | For |
| 1D. | Election of Director: Michael Sheresky | Management | For | For |
| 1E. | Election of Director: LaVerne Srinivasan | Management | For | For |
| 1F. | Election of Director: Susan Tolson | Management | For | For |
| 1G. | Election of Director: Paul Viera | Management | For | For |
| 1H. | Election of Director: Roland Hernandez | Management | For | For |
| 2. | Approval, on a non-binding advisory basis, of the | Management | For | For |
| compensation of the Company's "named executive | | | |
| officers" as disclosed in the Proxy Statement. | | | |
| 3. | Ratification of the appointment of Ernst & Young LLP as | Management | For | For |
| our Independent registered public accounting firm for the | | | |
| fiscal year ending March 31, 2020. | | | |
Page 5 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| CAMBREX CORPORATION |
| Security | 132011107 | Meeting Type | Special |
| Ticker Symbol | CBM | Meeting Date | 23-Oct-2019 |
| ISIN | US1320111073 | Agenda | 935085490 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | To adopt the Agreement and Plan of Merger, dated as of | Management | For | For |
| August 7, 2019 (the "Merger Agreement"), by and among | | | |
| Catalog Intermediate Inc., Catalog Merger Sub Inc. and | | | |
| the Company. | | | |
| 2. | To approve, on an advisory (non-binding) basis, the | Management | For | For |
| compensation that may be paid or become payable to the | | | |
| Company’s named executive officers that is based on or | | | |
| otherwise relates to the Merger Agreement and the | | | |
| transactions contemplated by the Merger Agreement. | | | |
| 3. | To adjourn the Special Meeting to a later date or dates, if | Management | For | For |
| necessary or appropriate and permitted under the Merger | | | |
| Agreement, to solicit additional proxies if there are | | | |
| insufficient votes to adopt the Merger Agreement at the | | | |
| time of the Special Meeting. | | | |
| II-VI INCORPORATED |
| Security | 902104108 | Meeting Type | Annual |
| Ticker Symbol | IIVI | Meeting Date | 12-Nov-2019 |
| ISIN | US9021041085 | Agenda | 935085274 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Class II Director: Francis J. Kramer | Management | For | For |
| 1B. | Election of Class II Director: Shaker Sadasivam | Management | For | For |
| 1C. | Election of Class II Director: Enrico Digirolamo | Management | For | For |
| 2. | Non-binding advisory vote to approve the compensation | Management | For | For |
| of the Company's named executive officers for fiscal year | | | |
| 2019. | | | |
| 3. | Ratification of the Audit Committee's selection of Ernst & | Management | For | For |
| Young LLP as our independent registered public | | | |
| accounting firm for the fiscal year ending June 30, 2020. | | | |
| VIAVI SOLUTIONS INC. |
| Security | 925550105 | Meeting Type | Annual |
| Ticker Symbol | VIAV | Meeting Date | 13-Nov-2019 |
| ISIN | US9255501051 | Agenda | 935086290 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Richard E. Belluzzo | | For | For |
| 2 | Keith Barnes | | For | For |
| 3 | Laura Black | | For | For |
| 4 | Tor Braham | | For | For |
| 5 | Timothy Campos | | For | For |
| 6 | Donald Colvin | | For | For |
| 7 | Masood A. Jabbar | | For | For |
| 8 | Oleg Khaykin | | For | For |
| 2. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as the Company's | | | |
| independent registered public accounting firm for the | | | |
| fiscal year ending June 27, 2020. | | | |
| 3. | The approval of, on an advisory basis, the compensation | Management | For | For |
| of the Company's named executive officers for the fiscal | | | |
| year ended June 29, 2019. | | | |
| 4. | The approval of the amendment and restatement of the | Management | For | For |
| Company's Amended and Restated 2003 Equity | | | |
| Incentive Plan. | | | |
Page 6 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| LUMENTUM HOLDINGS INC |
| Security | 55024U109 | Meeting Type | Annual |
| Ticker Symbol | LITE | Meeting Date | 14-Nov-2019 |
| ISIN | US55024U1097 | Agenda | 935084587 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Penelope A. Herscher | Management | For | For |
| 1B. | Election of Director: Harold L. Covert | Management | For | For |
| 1C. | Election of Director: Julia S. Johnson | Management | For | For |
| 1D. | Election of Director: Brian J. Lillie | Management | For | For |
| 1E. | Election of Director: Alan S. Lowe | Management | For | For |
| 1F. | Election of Director: Ian S. Small | Management | For | For |
| 1G. | Election of Director: Samuel F. Thomas | Management | For | For |
| 2. | To approve, on a non-binding advisory basis, the | Management | For | For |
| compensation of our named executive officers. | | | |
| 3. | To ratify the appointment of Deloitte & Touche LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| fiscal year ending June 27, 2020. | | | |
| THE HAIN CELESTIAL GROUP, INC. |
| Security | 405217100 | Meeting Type | Annual |
| Ticker Symbol | HAIN | Meeting Date | 19-Nov-2019 |
| ISIN | US4052171000 | Agenda | 935092394 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Richard A. Beck | Management | For | For |
| 1B. | Election of Director: Celeste A. Clark | Management | For | For |
| 1C. | Election of Director: Dean Hollis | Management | For | For |
| 1D. | Election of Director: Shervin J. Korangy | Management | For | For |
| 1E. | Election of Director: Roger Meltzer | Management | For | For |
| 1F. | Election of Director: Mark L. Schiller | Management | For | For |
| 1G. | Election of Director: Michael B. Sims | Management | For | For |
| 1H. | Election of Director: Glenn W. Welling | Management | For | For |
| 1I. | Election of Director: Dawn M. Zier | Management | For | For |
| 2. | To approve, on an advisory basis, named executive | Management | For | For |
| officer compensation. | | | |
| 3. | To ratify the appointment of Ernst & Young LLP to act as | Management | For | For |
| registered independent accountants of the Company for | | | |
| the fiscal year ending June 30, 2020. | | | |
| PREMIER, INC. |
| Security | 74051N102 | Meeting Type | Annual |
| Ticker Symbol | PINC | Meeting Date | 06-Dec-2019 |
| ISIN | US74051N1028 | Agenda | 935092851 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Susan D. DeVore | | For | For |
| 2 | Jody R. Davids | | For | For |
| 3 | Peter S. Fine | | For | For |
| 4 | David H. Langstaff | | For | For |
| 5 | Marvin R. O'Quinn | | For | For |
| 2. | Ratification of the appointment of Ernst & Young LLP to | Management | For | For |
| serve as our independent registered public accounting | | | |
| firm for fiscal year 2020. | | | |
| 3. | Approval, on an advisory basis, of the compensation of | Management | For | For |
| our named executive officers as disclosed in the proxy | | | |
| statement for the Annual Meeting. | | | |
Page 7 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| PARSLEY ENERGY, INC. |
| Security | 701877102 | Meeting Type | Special |
| Ticker Symbol | PE | Meeting Date | 09-Jan-2020 |
| ISIN | US7018771029 | Agenda | 935111942 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Approve the issuance of shares of Class A common | Management | For | For |
| stock, par value $0.01 per share, of Parsley Energy, Inc. | | | |
| in connection with the merger contemplated by the | | | |
| Agreement and Plan of Merger, dated as of October 14, | | | |
| 2019, as amended from time to time. | | | |
| D.R. HORTON, INC. |
| Security | 23331A109 | Meeting Type | Annual |
| Ticker Symbol | DHI | Meeting Date | 22-Jan-2020 |
| ISIN | US23331A1097 | Agenda | 935119188 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Donald R. Horton | Management | For | For |
| 1B. | Election of director: Barbara K. Allen | Management | For | For |
| 1C. | Election of director: Brad S. Anderson | Management | For | For |
| 1D. | Election of Director: Michael R. Buchanan | Management | For | For |
| 1E. | Election of Director: Michael W. Hewatt | Management | For | For |
| 1F. | Election of Director: Maribess L. Miller | Management | For | For |
| 2. | Proposal Two: Approval of the advisory resolution on | Management | For | For |
| executive compensation. | | | |
| 3. | Proposal Three: Ratify the appointment of Ernst & Young | Management | For | For |
| LLP as our independent registered public accounting | | | |
| firm. | | | |
| MUELLER WATER PRODUCTS, INC. |
| Security | 624758108 | Meeting Type | Annual |
| Ticker Symbol | MWA | Meeting Date | 29-Jan-2020 |
| ISIN | US6247581084 | Agenda | 935114936 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Shirley C. Franklin | Management | For | For |
| 1B. | Election of Director: Scott Hall | Management | For | For |
| 1C. | Election of Director: Thomas J. Hansen | Management | For | For |
| 1D. | Election of Director: Jerry W. Kolb | Management | For | For |
| 1E. | Election of Director: Mark J. O'Brien | Management | For | For |
| 1F. | Election of Director: Christine Ortiz | Management | For | For |
| 1G. | Election of Director: Bernard G. Rethore | Management | For | For |
| 1H. | Election of Director: Lydia W. Thomas | Management | For | For |
| 1I. | Election of Director: Michael T. Tokarz | Management | For | For |
| 1J. | Election of Director: Stephen C. Van Arsdell | Management | For | For |
| 2. | To approve, on an advisory basis, the compensation of | Management | For | For |
| the Company's named executive officers. | | | |
| 3. | To ratify the appointment of Ernst & Young LLP as the | Management | For | For |
| Company's independent registered public accounting firm | | | |
| for the fiscal year ending September 30, 2020. | | | |
Page 8 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| INGERSOLL-RAND PLC |
| Security | G47791101 | Meeting Type | Special |
| Ticker Symbol | IR | Meeting Date | 04-Feb-2020 |
| ISIN | IE00B6330302 | Agenda | 935120232 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | To vote to pass a special resolution to change the | Management | For | For |
| Company's name to Trane Technologies plc on such date | | | |
| as determined by the Chairman and Senior Vice | | | |
| President and General Counsel of the Company. | | | |
| INFINEON TECHNOLOGIES AG |
| Security | 45662N103 | Meeting Type | Annual |
| Ticker Symbol | IFNNY | Meeting Date | 20-Feb-2020 |
| ISIN | US45662N1037 | Agenda | 935125662 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 2. | Allocation of unappropriated profit | Management | For | For |
| 3. | Approval of the acts of the members of the Management | Management | For | For |
| Board | | | |
| 4. | Approval of the acts of the members of the Supervisory | Management | For | For |
| Board | | | |
| 5. | Appointment of the Company and Group auditor for the | Management | For | For |
| 2020 fiscal year and the auditor for the review of the Half- | | | |
| Year Financial Report as well as for the possible review | | | |
| of other quarterly financial reports for the 2020 fiscal year | | | |
| 6A. | Election of Supervisory Board Member: Xiaoqun Clever | Management | For | For |
| 6B. | Election of Supervisory Board Member: Dr. Friedrich | Management | For | For |
| Eichiner | | | |
| 6C. | Election of Supervisory Board Member: Hans-Ulrich | Management | For | For |
| Holdenried | | | |
| 6D. | Election of Supervisory Board Member: Dr. Manfred | Management | For | For |
| Puffer | | | |
| 6E. | Election of Supervisory Board Member: Dr. Ulrich | Management | For | For |
| Spiesshofer | | | |
| 6F. | Election of Supervisory Board Member: Margret Suckale | Management | For | For |
| 7. | Revocation of Conditional Capital 2010/I (section 4, para. | Management | For | For |
| 5 of the Articles of Association). | | | |
| 8. | Creation of a new Authorized Capital 2020/I for general | Management | For | For |
| purposes against contributions in cash and/or in kind, | | | |
| including authorization to exclude subscription rights, and | | | |
| corresponding amendments to the Articles of Association | | | |
| 9. | Revocation of an existing authorization and grant of a | Management | For | For |
| new authorization for the issue of convertible bonds | | | |
| and/or bonds with warrants, including authorization to | | | |
| exclude subscription rights, revocation of Conditional | | | |
| Capital 2018 (section 4, paragraph 6 of the Articles of | | | |
| Association), creation of a new Conditional Capital 2020/I | | | |
| and new wording for section 4, paragraph 6 of the | | | |
| Articles of Association | | | |
| KORNIT DIGITAL LTD. |
| Security | M6372Q113 | Meeting Type | Special |
| Ticker Symbol | KRNT | Meeting Date | 27-Feb-2020 |
| ISIN | IL0011216723 | Agenda | 935127907 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Approval of the renewal, and the future parameters, of | Management | For | For |
| coverage under the Company's directors' and officers' | | | |
| liability insurance policy. | | | |
Page 9 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| HELMERICH & PAYNE, INC. |
| Security | 423452101 | Meeting Type | Annual |
| Ticker Symbol | HP | Meeting Date | 03-Mar-2020 |
| ISIN | US4234521015 | Agenda | 935123327 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Delaney M. Bellinger | Management | For | For |
| 1B. | Election of Director: Kevin G. Cramton | Management | For | For |
| 1C. | Election of Director: Randy A. Foutch | Management | For | For |
| 1D. | Election of Director: Hans Helmerich | Management | For | For |
| 1E. | Election of Director: John W. Lindsay | Management | For | For |
| 1F. | Election of Director: José R. Mas | Management | For | For |
| 1G. | Election of Director: Thomas A. Petrie | Management | For | For |
| 1H. | Election of Director: Donald F. Robillard, Jr. | Management | For | For |
| 1I. | Election of Director: Edward B. Rust, Jr. | Management | For | For |
| 1J. | Election of Director: Mary M. VanDeWeghe | Management | For | For |
| 1K. | Election of Director: John D. Zeglis | Management | For | For |
| 2. | Ratification of Ernst & Young LLP as auditors for 2020. | Management | For | For |
| 3. | Advisory vote on executive compensation. | Management | For | For |
| 4. | Approval of a new LTI plan ("The 2020 Omnibus | Management | For | For |
| Incentive Plan"). | | | |
| REV GROUP, INC. |
| Security | 749527107 | Meeting Type | Annual |
| Ticker Symbol | REVG | Meeting Date | 04-Mar-2020 |
| ISIN | US7495271071 | Agenda | 935125218 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Paul Bamatter | | For | For |
| 2 | Dino Cusumano | | For | For |
| 3 | Randall Swift | | For | For |
| 2. | Ratification of RSM US LLP as REV Group, Inc.'s | Management | For | For |
| independent registered public accounting firm for the | | | |
| fiscal year ending October 31, 2020 | | | |
| 3. | Advisory vote on the compensation of REV Group, Inc.'s | Management | For | For |
| named executive officers | | | |
| COLLIERS INTERNATIONAL GROUP INC. |
| Security | 194693107 | Meeting Type | Annual |
| Ticker Symbol | CIGI | Meeting Date | 07-Apr-2020 |
| ISIN | CA1946931070 | Agenda | 935144799 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1 | DIRECTOR | Management | | |
| 1 | Peter F. Cohen | | For | For |
| 2 | J.(Jack) P. Curtin, Jr. | | For | For |
| 3 | Christopher Galvin | | For | For |
| 4 | P. Jane Gavan | | For | For |
| 5 | Stephen J. Harper | | For | For |
| 6 | Jay S. Hennick | | For | For |
| 7 | Katherine M. Lee | | For | For |
| 8 | Benjamin F. Stein | | For | For |
| 9 | L. Frederick Sutherland | | For | For |
| 2 | Appointment of PricewaterhouseCoopers LLP, Chartered | Management | For | For |
| Accountants and Licensed Public Accountants as | | | |
| Auditors of Colliers for the ensuing year and authorizing | | | |
| the Directors to fix their remuneration. | | | |
| 3 | An advisory resolution on Colliers' approach to executive | Management | Against | Against |
| compensation as set out in the accompanying | | | |
| Management Information Circular (the "Circular"). | | | |
Page 10 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| A.O. SMITH CORPORATION |
| Security | 831865209 | Meeting Type | Annual |
| Ticker Symbol | AOS | Meeting Date | 15-Apr-2020 |
| ISIN | US8318652091 | Agenda | 935136348 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | 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. | Proposal to approve, by nonbinding advisory vote, the | Management | For | For |
| compensation of our named executive officers. | | | |
| 3. | Proposal to ratify the appointment of Ernst & Young LLP | Management | For | For |
| as the independent registered public accounting firm of | | | |
| the corporation. | | | |
| 4. | Proposal to approve an amendment of the A. O. Smith | Management | For | For |
| Combined Incentive Compensation Plan and increase of | | | |
| authorized shares of Common Stock by 2,400,000. | | | |
| NORTHERN TRUST CORPORATION |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 21-Apr-2020 |
| ISIN | US6658591044 | Agenda | 935134356 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Linda Walker Bynoe | Management | For | For |
| 1B. | Election of Director: Susan Crown | Management | For | For |
| 1C. | Election of Director: Dean M. Harrison | Management | For | For |
| 1D. | Election of Director: Jay L. Henderson | Management | For | For |
| 1E. | Election of Director: Marcy S. Klevorn | Management | For | For |
| 1F. | Election of Director: Siddharth N. (Bobby) Mehta | Management | For | For |
| 1G. | Election of Director: Michael G. O'Grady | Management | For | For |
| 1H. | Election of Director: Jose Luis Prado | Management | For | For |
| 1I. | Election of Director: Thomas E. Richards | Management | For | For |
| 1J. | Election of Director: Martin P. Slark | Management | For | For |
| 1K. | Election of Director: David H. B. Smith, Jr. | Management | For | For |
| 1L. | Election of Director: Donald Thompson | Management | For | For |
| 1M. | Election of Director: Charles A. Tribbett III | Management | For | For |
| 2. | Approval, by an advisory vote, of the 2019 compensation | Management | For | For |
| of the Corporation's named executive officers. | | | |
| 3. | Ratification of the appointment of KPMG LLP as the | Management | For | For |
| Corporation's independent registered public accounting | | | |
| firm for the fiscal year ending December 31, 2020. | | | |
Page 11 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| REGIONS FINANCIAL CORPORATION |
| Security | 7591EP100 | Meeting Type | Annual |
| Ticker Symbol | RF | Meeting Date | 22-Apr-2020 |
| ISIN | US7591EP1005 | Agenda | 935135803 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Carolyn H. Byrd | Management | For | For |
| 1B. | Election of Director: Don DeFosset | Management | For | For |
| 1C. | Election of Director: Samuel A. Di Piazza, Jr. | Management | For | For |
| 1D. | Election of Director: Zhanna Golodryga | Management | For | For |
| 1E. | Election of Director: John D. Johns | Management | For | For |
| 1F. | Election of Director: Ruth Ann Marshall | Management | For | For |
| 1G. | Election of Director: Charles D. McCrary | Management | For | For |
| 1H. | Election of Director: James T. Prokopanko | Management | For | For |
| 1I. | Election of Director: Lee J. Styslinger III | Management | For | For |
| 1J. | Election of Director: José S. Suquet | Management | For | For |
| 1K. | Election of Director: John M. Turner, Jr. | Management | For | For |
| 1L. | Election of Director: Timothy Vines | Management | For | For |
| 2. | Ratification of Appointment of Ernst & Young LLP as the | Management | For | For |
| Independent Registered Public Accounting Firm for 2020. | | | |
| 3. | Advisory Vote on Executive Compensation. | Management | For | For |
| CROWN HOLDINGS, INC. |
| Security | 228368106 | Meeting Type | Annual |
| Ticker Symbol | CCK | Meeting Date | 23-Apr-2020 |
| ISIN | US2283681060 | Agenda | 935146793 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | John W. Conway | | For | For |
| 2 | Timothy J. Donahue | | For | For |
| 3 | Richard H. Fearon | | For | For |
| 4 | Andrea J. Funk | | For | For |
| 5 | Stephen J. Hagge | | For | For |
| 6 | Rose Lee | | For | For |
| 7 | James H. Miller | | For | For |
| 8 | Josef M. Müller | | For | For |
| 9 | B. Craig Owens | | For | For |
| 10 | Caesar F. Sweitzer | | For | For |
| 11 | Jim L. Turner | | For | For |
| 12 | William S. Urkiel | | For | For |
| 2. | Ratification of the appointment of independent auditors | Management | For | For |
| for the fiscal year ending December 31, 2020. | | | |
| 3. | Approval by advisory vote of the resolution on executive | Management | For | For |
| compensation as described in the Proxy Statement. | | | |
| 4. | To consider and act upon a Shareholder's proposal | Shareholder | For | Against |
| requesting the Board of Directors to adopt a policy for an | | | |
| independent Board Chairman. | | | |
| FIRST HORIZON NATIONAL CORPORATION |
| Security | 320517105 | Meeting Type | Special |
| Ticker Symbol | FHN | Meeting Date | 24-Apr-2020 |
| ISIN | US3205171057 | Agenda | 935156213 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Approval of the Agreement and Plan of Merger, dated as | Management | For | For |
| of November 3, 2019, by and between First Horizon and | | | |
| IBERIABANK Corporation. | | | |
| 2. | Approval of the amendment to the restated charter of | Management | For | For |
| First Horizon to effect an increase in the number of | | | |
| authorized shares of First Horizon common stock from | | | |
| 400,000,000 to 700,000,000, effective only upon | | | |
| completion of the merger. | | | |
| 3. | Approval of, on an advisory (non-binding) basis, the | Management | For | For |
| merger- related compensation payments that will or may | | | |
| be paid by First Horizon to its named executive officers in | | | |
| connection with the merger. | | | |
| 4. | Approval of one or more adjournments of the First | Management | For | For |
| Horizon special meeting, if necessary or appropriate, | | | |
| including adjournments to permit further solicitation of | | | |
| proxies in favor of the First Horizon merger proposal and | | | |
| the First Horizon charter amendment proposal (Items 1 | | | |
| and 2 above). | | | |
Page 12 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| TOPBUILD CORP |
| Security | 89055F103 | Meeting Type | Annual |
| Ticker Symbol | BLD | Meeting Date | 27-Apr-2020 |
| ISIN | US89055F1030 | Agenda | 935145258 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Alec C. Covington | Management | For | For |
| 1B. | Election of Director: Gerald Volas | Management | For | For |
| 1C. | Election of Director: Carl T. Camden | Management | For | For |
| 1D. | Election of Director: Joseph S. Cantie | Management | For | For |
| 1E. | Election of Director: Tina M. Donikowski | Management | For | For |
| 1F. | Election of Director: Mark A. Petrarca | Management | For | For |
| 1G. | Election of Director: Nancy M. Taylor | Management | For | For |
| 2. | To ratify the Company's appointment of | Management | For | For |
| PricewaterhouseCoopers LLP to serve as the Company's | | | |
| independent registered public accounting firm for the | | | |
| Company's fiscal year ending December 31, 2020. | | | |
| 3. | To approve, on an advisory basis, the compensation of | Management | For | For |
| the Company's named executive officers. | | | |
| ASSOCIATED BANC-CORP |
| Security | 045487105 | Meeting Type | Annual |
| Ticker Symbol | ASB | Meeting Date | 28-Apr-2020 |
| ISIN | US0454871056 | Agenda | 935137681 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | 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 | Michael J. Haddad | | For | For |
| 7 | William R. Hutchinson | | For | For |
| 8 | Robert A. Jeffe | | For | For |
| 9 | Eileen A. Kamerick | | For | For |
| 10 | Gale E. Klappa | | For | For |
| 11 | Richard T. Lommen | | For | For |
| 12 | Cory L. Nettles | | For | For |
| 13 | Karen T. van Lith | | For | For |
| 14 | John (Jay) B. Williams | | For | For |
| 2. | The approval of the Associated Banc-Corp 2020 | Management | For | For |
| Incentive Compensation Plan. | | | |
| 3. | Advisory approval of Associated Banc-Corp's named | Management | For | For |
| executive officer compensation. | | | |
| 4. | The ratification of the selection of KPMG LLP as the | Management | For | For |
| independent registered public accounting firm for | | | |
| Associated Banc-Corp for the year ending December 31, | | | |
| 2020. | | | | |
Page 13 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| FIRST HORIZON NATIONAL CORPORATION |
| Security | 320517105 | Meeting Type | Annual |
| Ticker Symbol | FHN | Meeting Date | 28-Apr-2020 |
| ISIN | US3205171057 | Agenda | 935145892 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Kenneth A. Burdick | Management | For | For |
| 1B. | Election of Director: John C. Compton | Management | For | For |
| 1C. | Election of Director: Wendy P. Davidson | Management | For | For |
| 1D. | Election of Director: Mark A. Emkes | Management | For | For |
| 1E. | Election of Director: Corydon J. Gilchrist | Management | For | For |
| 1F. | Election of Director: D. Bryan Jordan | Management | For | For |
| 1G. | Election of Director: Vicki R. Palmer | Management | For | For |
| 1H. | Election of Director: Colin V. Reed | Management | For | For |
| 1I. | Election of Director: Cecelia D. Stewart | Management | For | For |
| 1J. | Election of Director: Rajesh Subramaniam | Management | For | For |
| 1K. | Election of Director: R. Eugene Taylor | Management | For | For |
| 1L. | Election of Director: Luke Yancy III | Management | For | For |
| 2. | Approval of an advisory resolution to approve executive | Management | For | For |
| compensation | | | |
| 3. | Ratification of appointment of KPMG LLP as auditors | Management | For | For |
| HANESBRANDS INC. |
| Security | 410345102 | Meeting Type | Annual |
| Ticker Symbol | HBI | Meeting Date | 28-Apr-2020 |
| ISIN | US4103451021 | Agenda | 935143014 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Geralyn R. Breig | Management | For | For |
| 1B. | Election of Director: Gerald W. Evans, Jr. | Management | For | For |
| 1C. | Election of Director: Bobby J. Griffin | Management | For | For |
| 1D. | Election of Director: James C. Johnson | Management | For | For |
| 1E. | Election of Director: Franck J. Moison | Management | For | For |
| 1F. | Election of Director: Robert F. Moran | Management | For | For |
| 1G. | Election of Director: Ronald L. Nelson | Management | For | For |
| 1H. | Election of Director: Ann E. Ziegler | Management | For | For |
| 2. | To ratify the appointment of PricewaterhouseCoopers | Management | For | For |
| LLP as Hanesbrands' independent registered public | | | |
| accounting firm for Hanesbrands' 2020 fiscal year | | | |
| 3. | To approve, on an advisory basis, named executive | Management | For | For |
| officer compensation as described in the proxy statement | | | |
| for the Annual Meeting | | | |
| 4. | To approve the Hanesbrands Inc. 2020 Omnibus | Management | For | For |
| Incentive Plan | | | |
| KIMCO REALTY CORPORATION |
| Security | 49446R109 | Meeting Type | Annual |
| Ticker Symbol | KIM | Meeting Date | 28-Apr-2020 |
| ISIN | US49446R1095 | Agenda | 935147985 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Milton Cooper | Management | For | For |
| 1B. | Election of Director: Philip E. Coviello | Management | For | For |
| 1C. | Election of Director: Conor C. Flynn | Management | For | For |
| 1D. | Election of Director: Frank Lourenso | Management | For | For |
| 1E. | Election of Director: Colombe M. Nicholas | Management | For | For |
| 1F. | Election of Director: Mary Hogan Preusse | Management | For | For |
| 1G. | Election of Director: Valerie Richardson | Management | For | For |
| 1H. | Election of Director: Richard B. Saltzman | Management | For | For |
| 2. | THE ADVISORY RESOLUTION TO APPROVE THE | Management | For | For |
| COMPANY'S EXECUTIVE COMPENSATION (AS MORE | | | |
| PARTICULARLY DESCRIBED IN THE PROXY | | | |
| STATEMENT). | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2020 (AS MORE PARTICULARLY | | | |
| DESCRIBED IN THE PROXY STATEMENT). | | | |
| 4. | THE APPROVAL OF THE ADOPTION OF THE 2020 | Management | For | For |
| EQUITY PARTICIPATION PLAN (AS MORE | | | |
| PARTICULARLY DESCRIBED IN THE PROXY | | | |
| STATEMENT). | | | |
Page 14 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| NOBLE ENERGY, INC. |
| Security | 655044105 | Meeting Type | Annual |
| Ticker Symbol | NBL | Meeting Date | 28-Apr-2020 |
| ISIN | US6550441058 | Agenda | 935141856 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Jeffrey L. Berenson | Management | For | For |
| 1B. | Election of Director: James E. Craddock | Management | For | For |
| 1C. | Election of Director: Barbara J. Duganier | Management | For | For |
| 1D. | Election of Director: Thomas J. Edelman | Management | For | For |
| 1E. | Election of Director: Holli C. Ladhani | Management | For | For |
| 1F. | Election of Director: David L. Stover | Management | For | For |
| 1G. | Election of Director: Scott D. Urban | Management | For | For |
| 1H. | Election of Director: William T. Van Kleef | Management | For | For |
| 1I. | Election of Director: Martha B. Wyrsch | Management | For | For |
| 2. | To ratify the appointment of the independent auditor by | Management | For | For |
| the Company's Audit Committee. | | | |
| 3. | To approve, in an advisory vote, executive compensation. | Management | For | For |
| 4. | To approve the 2020 Long-Term Incentive Plan. | Management | For | For |
| REGAL BELOIT CORPORATION |
| Security | 758750103 | Meeting Type | Annual |
| Ticker Symbol | RBC | Meeting Date | 28-Apr-2020 |
| ISIN | US7587501039 | Agenda | 935143064 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Jan A. Bertsch | Management | For | For |
| 1B. | Election of Director: Stephen M. Burt | Management | For | For |
| 1C. | Election of Director: Anesa T. Chaibi | Management | For | For |
| 1D. | Election of Director: Christopher L. Doerr | Management | For | For |
| 1E. | Election of Director: Dean A. Foate | Management | For | For |
| 1F. | Election of Director: Michael F. Hilton | Management | For | For |
| 1G. | Election of Director: Louis V. Pinkham | Management | For | For |
| 1H. | Election of Director: Rakesh Sachdev | Management | For | For |
| 1I. | Election of Director: Curtis W. Stoelting | Management | For | For |
| 2. | Advisory vote on the compensation of the company's | Management | For | For |
| named executive officers as disclosed in the company's | | | |
| proxy statement. | | | |
| 3. | To ratify the selection of Deloitte & Touche LLP as the | Management | For | For |
| company's independent registered public accounting firm | | | |
| for the year ending January 2, 2021. | | | |
Page 15 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| TRUIST FINANCIAL CORPORATION |
| Security | 89832Q109 | Meeting Type | Annual |
| Ticker Symbol | TFC | Meeting Date | 28-Apr-2020 |
| ISIN | US89832Q1094 | Agenda | 935137249 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Jennifer S. Banner | Management | For | For |
| 1B. | Election of Director: K. David Boyer, Jr. | Management | For | For |
| 1C. | Election of Director: Agnes Bundy Scanlan | Management | For | For |
| 1D. | Election of Director: Anna R. Cablik | Management | For | For |
| 1E. | Election of Director: Dallas S. Clement | Management | For | For |
| 1F. | Election of Director: Paul D. Donahue | Management | For | For |
| 1G. | Election of Director: Paul R. Garcia | Management | For | For |
| 1H. | Election of Director: Patrick C. Graney III | Management | For | For |
| 1I. | Election of Director: Linnie M. Haynesworth | Management | For | For |
| 1J. | Election of Director: Kelly S. King | Management | For | For |
| 1K. | Election of Director: Easter A. Maynard | Management | For | For |
| 1L. | Election of Director: Donna S. Morea | Management | For | For |
| 1M. | Election of Director: Charles A. Patton | Management | For | For |
| 1N. | Election of Director: Nido R. Qubein | Management | For | For |
| 1O. | Election of Director: David M. Ratcliffe | Management | For | For |
| 1P. | Election of Director: William H. Rogers, Jr. | Management | For | For |
| 1Q. | Election of Director: Frank P. Scruggs, Jr. | Management | For | For |
| 1R. | Election of Director: Christine Sears | Management | For | For |
| 1S. | Election of Director: Thomas E. Skains | Management | For | For |
| 1T. | Election of Director: Bruce L. Tanner | Management | For | For |
| 1U. | Election of Director: Thomas N. Thompson | Management | For | For |
| 1V. | Election of Director: Steven C. Voorhees | Management | For | For |
| 2. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as Truist's independent | | | |
| registered public accounting firm for 2020. | | | |
| 3. | Advisory vote to approve Truist's executive compensation | Management | For | For |
| program. | | | |
| 4. | Shareholder proposal regarding an independent | Shareholder | Against | For |
| Chairman of the Board of Directors, if properly presented | | | |
| at the Annual Meeting. | | | |
| CAMECO CORPORATION |
| Security | 13321L108 | Meeting Type | Annual |
| Ticker Symbol | CCJ | Meeting Date | 30-Apr-2020 |
| ISIN | CA13321L1085 | Agenda | 935152710 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| A | DIRECTOR | Management | | |
| 1 | IAN BRUCE | | For | For |
| 2 | DANIEL CAMUS | | For | For |
| 3 | DONALD DERANGER | | For | For |
| 4 | CATHERINE GIGNAC | | For | For |
| 5 | TIM GITZEL | | For | For |
| 6 | JIM GOWANS | | For | For |
| 7 | KATHRYN JACKSON | | For | For |
| 8 | DON KAYNE | | For | For |
| 9 | ANNE MCLELLAN | | For | For |
| B | APPOINT KPMG LLP AS AUDITORS | Management | For | For |
| C | BE IT RESOLVED THAT, ON AN ADVISORY BASIS | Management | For | For |
| AND NOT TO DIMINISH THE ROLE AND | | | |
| RESPONSIBILITIES OF THE BOARD OF DIRECTORS | | | |
| FOR EXECUTIVE COMPENSATION, THE | | | |
| SHAREHOLDERS ACCEPT THE APPROACH TO | | | |
| EXECUTIVE COMPENSATION DISCLOSED IN | | | |
| CAMECO'S MANAGEMENT PROXY CIRCULAR | | | |
| DELIVERED IN ADVANCE OF THE 2020 ANNUAL | | | |
| MEETING OF SHAREHOLDERS. | | | |
| D | YOU DECLARE THAT THE SHARES REPRESENTED | Management | For | Against |
| BY THIS VOTING INSTRUCTION FORM ARE HELD, | | | |
| BENEFICIALLY OWNED OR CONTROLLED, EITHER | | | |
| DIRECTLY OR INDIRECTLY, BY A RESIDENT OF | | | |
| CANADA AS DEFINED BELOW. IF THE SHARES ARE | | | |
| HELD IN THE NAMES OF TWO OR MORE PEOPLE, | | | |
| YOU DECLARE THAT ALL OF THESE PEOPLE ARE | | | |
| RESIDENTS OF CANADA. NOTE: "FOR" = YES, | | | |
| "ABSTAIN" = NO, "AGAINST" WILL BE TREATED AS | | | |
| NOT MARKED | | | |
Page 16 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| MOBILE MINI, INC. |
| Security | 60740F105 | Meeting Type | Annual |
| Ticker Symbol | MINI | Meeting Date | 01-May-2020 |
| ISIN | US60740F1057 | Agenda | 935140602 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Erik Olsson | Management | For | For |
| 1B. | Election of Director: Michael L. Watts | Management | For | For |
| 1C. | Election of Director: Kelly Williams | Management | For | For |
| 1D. | Election of Director: Sara R. Dial | Management | For | For |
| 1E. | Election of Director: Jeffrey S. Goble | Management | For | For |
| 1F. | Election of Director: James J. Martell | Management | For | For |
| 1G. | Election of Director: Stephen A McConnell | Management | For | For |
| 1H. | Election of Director: Frederick G. McNamee, III | Management | For | For |
| 1I. | Election of Director: Kimberly J. McWaters | Management | For | For |
| 1J. | Election of Director: Michael W. Upchurch | Management | For | For |
| 2. | Ratify the selection of KPMG LLP as the Company's | Management | For | For |
| Independent Registered Public Accounting Firm for the | | | |
| year ending December 31, 2020. | | | |
| 3. | Advisory vote to approve named executive officer | Management | For | For |
| compensation. | | | |
| ZIONS BANCORPORATION |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 01-May-2020 |
| ISIN | US9897011071 | Agenda | 935149509 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Jerry C. Atkin | Management | For | For |
| 1B. | Election of Director: Gary L. Crittenden | Management | For | For |
| 1C. | Election of Director: Suren K. Gupta | Management | For | For |
| 1D. | Election of Director: J. David Heaney | Management | For | For |
| 1E. | Election of Director: Vivian S. Lee | Management | For | For |
| 1F. | Election of Director: Scott J. McLean | Management | For | For |
| 1G. | Election of Director: Edward F. Murphy | Management | For | For |
| 1H. | Election of Director: Stephen D. Quinn | Management | For | For |
| 1I. | Election of Director: Harris H. Simmons | Management | For | For |
| 1J. | Election of Director: Aaron B. Skonnard | Management | For | For |
| 1K. | Election of Director: Barbara A. Yastine | Management | For | For |
| 2. | Ratification of the appointment of Ernst & Young LLP as | Management | For | For |
| the Independent Registered Public Accounting Firm to | | | |
| audit the Bank's financial statements for the current fiscal | | | |
| year. | | | |
| 3. | Approval, on a nonbinding advisory basis, of the | Management | For | For |
| compensation paid to the Bank's named executive | | | |
| officers with respect to fiscal year ended December 31, | | | |
| 2020. | | | |
Page 17 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| DIAMONDROCK HOSPITALITY CO |
| Security | 252784301 | Meeting Type | Annual |
| Ticker Symbol | DRH | Meeting Date | 06-May-2020 |
| ISIN | US2527843013 | Agenda | 935157518 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: William W. McCarten | Management | For | For |
| 1B. | Election of Director: Mark W. Brugger | Management | For | For |
| 1C. | Election of Director: Timothy R. Chi | Management | For | For |
| 1D. | Election of Director: Maureen L. McAvey | Management | For | For |
| 1E. | Election of Director: Gilbert T. Ray | Management | For | For |
| 1F. | Election of Director: William J. Shaw | Management | For | For |
| 1G. | Election of Director: Bruce D. Wardinski | Management | For | For |
| 1H. | Election of Director: Kathleen A. Wayton | Management | For | For |
| 2. | To approve, on a non-binding, advisory basis, the | Management | For | For |
| compensation of the named executive officers, as | | | |
| disclosed in the proxy statement. | | | |
| 3. | To ratify the appointment of KPMG LLP as the | Management | For | For |
| independent auditors for DiamondRock Hospitality | | | |
| Company for the fiscal year ending December 31, 2020. | | | |
| SPX FLOW, INC. |
| Security | 78469X107 | Meeting Type | Annual |
| Ticker Symbol | FLOW | Meeting Date | 06-May-2020 |
| ISIN | US78469X1072 | Agenda | 935154788 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Robert F. Hull, Jr. | Management | For | For |
| 1B. | Election of Director: David V. Singer | Management | For | For |
| 2. | To approve, on an advisory basis, the compensation of | Management | For | For |
| SPX FLOW's named executive officers as disclosed in its | | | |
| proxy statement. | | | |
| 3. | To ratify the appointment of Deloitte & Touche LLP as | Management | For | For |
| SPX FLOW's independent public accountants for 2020. | | | |
| ACADIA HEALTHCARE COMPANY, INC. |
| Security | 00404A109 | Meeting Type | Annual |
| Ticker Symbol | ACHC | Meeting Date | 07-May-2020 |
| ISIN | US00404A1097 | Agenda | 935152481 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Wade D. Miquelon | Management | For | For |
| 1B. | Election of Director: William M. Petrie, M.D. | Management | For | For |
| 2. | Advisory vote on the compensation of the Company's | Management | For | For |
| named executive officers as presented in the Proxy | | | |
| Statement. | | | |
| 3. | Ratify the appointment of Ernst & Young LLP as the | Management | For | For |
| Company's independent registered public accounting firm | | | |
| for the fiscal year ending December 31, 2020. | | | |
Page 18 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| THE KRAFT HEINZ COMPANY |
| Security | 500754106 | Meeting Type | Annual |
| Ticker Symbol | KHC | Meeting Date | 07-May-2020 |
| ISIN | US5007541064 | Agenda | 935151895 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Gregory E. Abel | Management | For | For |
| 1B. | Election of Director: Alexandre Behring | Management | For | For |
| 1C. | Election of Director: John T. Cahill | Management | For | For |
| 1D. | Election of Director: Joao M. Castro-Neves | Management | For | For |
| 1E. | Election of Director: Timothy Kenesey | Management | For | For |
| 1F. | Election of Director: Jorge Paulo Lemann | Management | For | For |
| 1G. | Election of Director: Susan Mulder | Management | For | For |
| 1H. | Election of Director: John C. Pope | Management | For | For |
| 1I. | Election of Director: Elio Leoni Sceti | Management | For | For |
| 1J. | Election of Director: Alexandre Van Damme | Management | For | For |
| 1K. | Election of Director: George Zoghbi | Management | For | For |
| 2. | Advisory vote to approve executive compensation. | Management | For | For |
| 3. | Approval of The Kraft Heinz Company 2020 Omnibus | Management | For | For |
| Incentive Plan. | | | |
| 4. | Ratification of the selection of PricewaterhouseCoopers | Management | For | For |
| LLP as our independent auditors for 2020. | | | |
| 5. | Shareholder Proposal: Implementation of Simple Majority | Shareholder | For | Against |
| Vote Requirement. | | | |
| ACCELERATE DIAGNOSTICS |
| Security | 00430H102 | Meeting Type | Annual |
| Ticker Symbol | AXDX | Meeting Date | 08-May-2020 |
| ISIN | US00430H1023 | Agenda | 935174665 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Thomas D. Brown | | For | For |
| 2 | Ronald Diggelmann | | For | For |
| 3 | Louise L. Francesconi | | For | For |
| 4 | Mark C. Miller | | For | For |
| 5 | John Patience | | For | For |
| 6 | Jack Phillips | | For | For |
| 7 | Jack Schuler | | For | For |
| 8 | Matthew Strobeck, Ph.D. | | For | For |
| 9 | Frank J.M. ten Brink | | For | For |
| 10 | Charles Watts, M.D. | | For | For |
| 2. | To approve an amendment to the Company's 2012 | Management | For | For |
| Omnibus Equity Incentive Plan (the 2012 Incentive Plan) | | | |
| to increase the total number of authorized shares of the | | | |
| Company's common stock available or grant thereunder | | | |
| by 4,000,000 shares to a total of 14,677,500 shares. | | | |
| 3. | To ratify the selection of Ernst & Young LLP as the | Management | For | For |
| independent registered public accounting firm of the | | | |
| Company for the year ending December 31, 2020. | | | |
Page 19 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| LUNDIN MINING CORPORATION |
| Security | 550372106 | Meeting Type | Annual |
| Ticker Symbol | LUNMF | Meeting Date | 11-May-2020 |
| ISIN | CA5503721063 | Agenda | 935189351 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1 | DIRECTOR | Management | | |
| 1 | DONALD K. CHARTER | | For | For |
| 2 | JOHN H. CRAIG | | For | For |
| 3 | C. ASHLEY HEPPENSTALL | | For | For |
| 4 | MARIE INKSTER | | For | For |
| 5 | PETER C. JONES | | For | For |
| 6 | LUKAS H. LUNDIN | | For | For |
| 7 | DALE C. PENIUK | | For | For |
| 8 | CATHERINE J. G. STEFAN | | For | For |
| 2 | APPOINTMENT OF PRICEWATERHOUSECOOPERS | Management | For | For |
| LLP, CHARTERED PROFESSIONAL ACCOUNTANTS | | | |
| AS AUDITORS OF THE CORPORATION FOR THE | | | |
| ENSUING YEAR AND AUTHORIZING THE | | | |
| DIRECTORS TO FIX THEIR REMUNERATION. | | | |
| 3 | CONSIDERING AND, IF DEEMED APPROPRIATE, | Management | For | For |
| PASSING AN ORDINARY, NON-BINDING | | | |
| RESOLUTION, ON AN ADVISORY BASIS AND NOT TO | | | |
| DIMINISH THE ROLE AND RESPONSIBILITIES OF | | | |
| THE BOARD, TO ACCEPT THE APPROACH TO | | | |
| EXECUTIVE COMPENSATION DISCLOSED IN THE | | | |
| CORPORATION'S MANAGEMENT INFORMATION | | | |
| CIRCULAR. | | | |
| 4 | CONSIDERING AND IF DEEMED APPROPRIATE, | Management | For | For |
| PASSING WITH OR WITHOUT AMENDMENT, AN | | | |
| ORDINARY RESOLUTION TO APPROVE | | | |
| AMENDMENTS TO THE AMENDED AND RESTATED | | | |
| INCENTIVE STOCK OPTION PLAN TO INCREASE THE | | | |
| NUMBER OF COMMON SHARES RESERVED FOR | | | |
| ISSUANCE THEREUNDER BY 12,000,000 COMMON | | | |
| SHARES; RESULTING IN A TOTAL OF 19,967,925 | | | |
| COMMON SHARES AVAILABLE FOR FUTURE | | | |
| ISSUANCE UNDER THE STOCK OPTION PLAN (AND | | | |
| AN AGGREGATE TOTAL OF 42,000,000 COMMON | | | |
| SHARES ISSUABLE SINCE ADOPTION OF THE | | | |
| STOCK OPTION PLAN IN 2014), AND INCREASE THE | | | |
| MAXIMUM TERM OF THE OPTIONS GRANTED | | | |
| PURSUANT TO THE STOCK OPTION PLAN TO SEVEN | | | |
| YEARS. | | | |
| NEWELL BRANDS INC. |
| Security | 651229106 | Meeting Type | Annual |
| Ticker Symbol | NWL | Meeting Date | 11-May-2020 |
| ISIN | US6512291062 | Agenda | 935154928 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Bridget Ryan Berman | Management | For | For |
| 1B. | Election of Director: Patrick D. Campbell | Management | For | For |
| 1C. | Election of Director: James R. Craigie | Management | For | For |
| 1D. | Election of Director: Debra A. Crew | Management | For | For |
| 1E. | Election of Director: Brett M. Icahn | Management | For | For |
| 1F. | Election of Director: Gerardo I. Lopez | Management | For | For |
| 1G. | Election of Director: Courtney R. Mather | Management | For | For |
| 1H. | Election of Director: Ravichandra K. Saligram | Management | For | For |
| 1I. | Election of Director: Judith A. Sprieser | Management | For | For |
| 1J. | Election of Director: Robert A. Steele | Management | For | For |
| 1K. | Election of Director: Steven J. Strobel | Management | For | For |
| 2. | Ratify the appointment of PricewaterhouseCoopers LLP | Management | For | For |
| as the Company's independent registered public | | | |
| accounting firm for the fiscal year ending December 31, | | | |
| 2020. | | | |
| 3. | Advisory resolution to approve executive compensation. | Management | For | For |
Page 20 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| CIT GROUP INC. |
| Security | 125581801 | Meeting Type | Annual |
| Ticker Symbol | CIT | Meeting Date | 12-May-2020 |
| ISIN | US1255818015 | Agenda | 935151833 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Ellen R. Alemany | Management | For | For |
| 1B. | Election of Director: Michael L. Brosnan | Management | For | For |
| 1C. | Election of Director: Michael A. Carpenter | Management | For | For |
| 1D. | Election of Director: Dorene C. Dominguez | Management | For | For |
| 1E. | Election of Director: Alan Frank | Management | For | For |
| 1F. | Election of Director: William M. Freeman | Management | For | For |
| 1G. | Election of Director: R. Brad Oates | Management | For | For |
| 1H. | Election of Director: Gerald Rosenfeld | Management | For | For |
| 1I. | Election of Director: Vice Admiral John R. Ryan, USN (Ret.) | Management | For | For |
| 1J. | Election of Director: Sheila A. Stamps | Management | For | For |
| 1K. | Election of Director: Khanh T. Tran | Management | For | For |
| 1L. | Election of Director: Laura S. Unger | Management | For | For |
| 2. | To ratify the appointment of Deloitte & Touche LLP as CIT's independent registered public accounting firm and external auditors for 2020. | Management | For | For |
| 3. | To recommend, by non-binding vote, the compensation of CIT's named executive officers. | Management | For | For |
| LKQ CORPORATION | | |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 12-May-2020 |
| ISIN | US5018892084 | Agenda | 935155110 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Patrick Berard | Management | For | For |
| 1B. | Election of Director: Meg A. Divitto | Management | For | For |
| 1C. | Election of Director: Robert M. Hanser | Management | For | For |
| 1D. | Election of Director: Joseph M. Holsten | Management | For | For |
| 1E. | Election of Director: Blythe J. McGarvie | Management | For | For |
| 1F. | Election of Director: John W. Mendel | Management | For | For |
| 1G. | Election of Director: Jody G. Miller | Management | For | For |
| 1H. | Election of Director: John F. O'Brien | Management | For | For |
| 1I. | Election of Director: Guhan Subramanian | Management | For | For |
| 1J. | Election of Director: Xavier Urbain | Management | For | For |
| 1K. | Election of Director: Dominick Zarcone | Management | For | For |
| 2. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020. | Management | For | For |
| 3. | Approval, on an advisory basis, of the compensation of our named executive officers. | Management | For | For |
| MASCO CORPORATION | | |
| Security | 574599106 | Meeting Type | Annual |
| Ticker Symbol | MAS | Meeting Date | 12-May-2020 |
| ISIN | US5745991068 | Agenda | 935174805 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Keith J. Allman | Management | For | For |
| 1b. | Election of Director: J. Michael Losh | Management | For | For |
| 1c. | Election of Director: Christopher A. O'Herlihy | Management | For | For |
| 1d. | Election of Director: Charles K. Stevens, III | Management | For | For |
| 2. | To approve, by non-binding advisory vote, the compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the related materials disclosed in the Proxy Statement. | Management | For | For |
| 3. | To ratify the selection of PricewaterhouseCoopers LLP as independent auditors for the Company for 2020. | Management | For | For |
Page 21 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| MDU RESOURCES GROUP, INC. | | |
| Security | 552690109 | Meeting Type | Annual |
| Ticker Symbol | MDU | Meeting Date | 12-May-2020 |
| ISIN | US5526901096 | Agenda | 935163472 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Thomas Everist | Management | For | For |
| 1B. | Election of Director: Karen B. Fagg | Management | For | For |
| 1C. | Election of Director: David L. Goodin | Management | For | For |
| 1D. | Election of Director: Mark A. Hellerstein | Management | For | For |
| 1E. | Election of Director: Dennis W. Johnson | Management | For | For |
| 1F. | Election of Director: Patricia L. Moss | Management | For | For |
| 1G. | Election of Director: Edward A. Ryan | Management | For | For |
| 1H. | Election of Director: David M. Sparby | Management | For | For |
| 1I. | Election of Director: Chenxi Wang | Management | For | For |
| 1J. | Election of Director: John K. Wilson | Management | For | For |
| 2. | Advisory Vote to Approve the Compensation Paid to the Company's Named Executive Officers. | Management | Against | Against |
| 3. | Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2020. | Management | For | For |
| SIMON PROPERTY GROUP, INC. | | |
| Security | 828806109 | Meeting Type | Annual |
| Ticker Symbol | SPG | Meeting Date | 12-May-2020 |
| ISIN | US8288061091 | Agenda | 935163864 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Glyn F. Aeppel | Management | For | For |
| 1b. | Election of Director: Larry C. Glasscock | Management | For | For |
| 1c. | Election of Director: Karen N. Horn, Ph.D. | Management | For | For |
| 1d. | Election of Director: Allan Hubbard | Management | For | For |
| 1e. | Election of Director: Reuben S. Leibowitz | Management | For | For |
| 1f. | Election of Director: Gary M. Rodkin | Management | For | For |
| 1g. | Election of Director: Stefan M. Selig | Management | For | For |
| 1h. | Election of Director: Daniel C. Smith, Ph.D. | Management | For | For |
| 1i. | Election of Director: J. Albert Smith, Jr. | Management | For | For |
| 1j. | Election of Director: Marta R. Stewart | Management | For | For |
| 2. | An advisory vote to approve the compensation of our Named Executive Officers. | Management | For | For |
| 3. | Ratification of Ernst & Young LLP as our independent registered public accounting firm for 2020. | Management | For | For |
Page 22 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| CHENIERE ENERGY, INC. | | |
| Security | 16411R208 | Meeting Type | Annual |
| Ticker Symbol | LNG | Meeting Date | 14-May-2020 |
| ISIN | US16411R2085 | Agenda | 935197043 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: G. Andrea Botta | Management | For | For |
| 1B. | Election of Director: Jack A. Fusco | Management | For | For |
| 1C. | Election of Director: Vicky A. Bailey | Management | For | For |
| 1D. | Election of Director: Nuno Brandolini | Management | For | For |
| 1E. | Election of Director: Michele A. Evans | Management | For | For |
| 1F. | Election of Director: David I. Foley | Management | For | For |
| 1G. | Election of Director: David B. Kilpatrick | Management | For | For |
| 1H. | Election of Director: Andrew Langham | Management | For | For |
| 1I. | Election of Director: Courtney R. Mather | Management | For | For |
| 1J. | Election of Director: Donald F. Robillard, Jr | Management | For | For |
| 1K. | Election of Director: Neal A. Shear | Management | For | For |
| 2. | Approve, on an advisory and non-binding basis, the compensation of the Company's named executive officers for 2019. | Management | Against | Against |
| 3. | Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2020. | Management | For | For |
| 4. | Approve the Cheniere Energy, Inc. 2020 Incentive Plan. | Management | For | For |
| 5. | Shareholder Proposal regarding climate change risk analysis | Shareholder | Against | For |
| DISCOVER FINANCIAL SERVICES | | |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 14-May-2020 |
| ISIN | US2547091080 | Agenda | 935159207 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Jeffrey S. Aronin | Management | For | For |
| 1B. | Election of Director: Mary K. Bush | Management | For | For |
| 1C. | Election of Director: Gregory C. Case | Management | For | For |
| 1D. | Election of Director: Candace H. Duncan | Management | For | For |
| 1E. | Election of Director: Joseph F. Eazor | Management | For | For |
| 1F. | Election of Director: Cynthia A. Glassman | Management | For | For |
| 1G. | Election of Director: Roger C. Hochschild | Management | For | For |
| 1H. | Election of Director: Thomas G. Maheras | Management | For | For |
| 1I. | Election of Director: Michael H. Moskow | Management | For | For |
| 1J. | Election of Director: Mark A. Thierer | Management | For | For |
| 1K. | Election of Director: Lawrence A. Weinbach | Management | For | For |
| 1L. | Election of Director: Jennifer L. Wong | Management | For | For |
| 2. | Advisory vote to approve named executive officer compensation | Management | For | For |
| 3. | To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm | Management | For | For |
| FISERV, INC. | | |
| Security | 337738108 | Meeting Type | Annual |
| Ticker Symbol | FISV | Meeting Date | 14-May-2020 |
| ISIN | US3377381088 | Agenda | 935160464 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Frank J. Bisignano | | For | For |
| 2 | Alison Davis | | For | For |
| 3 | Henrique de Castro | | For | For |
| 4 | Harry F. DiSimone | | For | For |
| 5 | Dennis F. Lynch | | For | For |
| 6 | Heidi G. Miller | | For | For |
| 7 | Scott C. Nuttall | | For | For |
| 8 | Denis J. O'Leary | | For | For |
| 9 | Doyle R. Simons | | For | For |
| 10 | Jeffery W. Yabuki | | For | For |
| 2. | To approve, on an advisory basis, the compensation of the named executive officers of Fiserv, Inc. | Management | Against | Against |
| 3. | To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Fiserv, Inc. for 2020. | Management | For | For |
| 4. | A shareholder proposal requesting the company provide political spending disclosure. | Shareholder | For | Against |
Page 23 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| SPX CORPORATION | | |
| Security | 784635104 | Meeting Type | Annual |
| Ticker Symbol | SPXC | Meeting Date | 14-May-2020 |
| ISIN | US7846351044 | Agenda | 935159384 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Director for Term will expire in 2023: Ricky D. Puckett | Management | For | For |
| 1.2 | Election of Director for Term will expire in 2023: Meenal A. Sethna | Management | For | For |
| 1.3 | Election of Director for Term will expire in 2023: Tana L. Utley | Management | For | For |
| 2. | Approval of Named Executive Officers' Compensation, on a Non-binding Advisory Basis. | Management | For | For |
| 3. | Ratification of Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2020. | Management | For | For |
| HOST HOTELS & RESORTS, INC. | | |
| Security | 44107P104 | Meeting Type | Annual |
| Ticker Symbol | HST | Meeting Date | 15-May-2020 |
| ISIN | US44107P1049 | Agenda | 935154132 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Mary L. Baglivo | Management | For | For |
| 1B. | Election of Director: Sheila C. Bair | Management | For | For |
| 1C. | Election of Director: Richard E. Marriott | Management | For | For |
| 1D. | Election of Director: Sandeep L. Mathrani | Management | For | For |
| 1E. | Election of Director: John B. Morse, Jr. | Management | For | For |
| 1F. | Election of Director: Mary Hogan Preusse | Management | For | For |
| 1G. | Election of Director: Walter C. Rakowich | Management | For | For |
| 1H. | Election of Director: James F. Risoleo | Management | For | For |
| 1I. | Election of Director: Gordon H. Smith | Management | For | For |
| 1J. | Election of Director: A. William Stein | Management | For | For |
| 2. | Ratify appointment of KPMG LLP as independent registered public accountants for 2020. | Management | For | For |
| 3. | Advisory resolution to approve executive compensation. | Management | For | For |
| 4. | Approval of the 2020 Comprehensive Stock and Cash Incentive Plan. | Management | For | For |
Page 24 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| MASTEC, INC. | | |
| Security | 576323109 | Meeting Type | Annual |
| Ticker Symbol | MTZ | Meeting Date | 15-May-2020 |
| ISIN | US5763231090 | Agenda | 935168965 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Ernst N. Csiszar | | For | For |
| 2 | Julia L. Johnson | | For | For |
| 3 | Jorge Mas | | For | For |
| 2. | Ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2020. | Management | For | For |
| 3. | Approval of a non-binding advisory resolution regarding the compensation of our named executive officers. | Management | For | For |
| HD SUPPLY HOLDINGS, INC. | | |
| Security | 40416M105 | Meeting Type | Annual |
| Ticker Symbol | HDS | Meeting Date | 19-May-2020 |
| ISIN | US40416M1053 | Agenda | 935158457 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Kathleen J. Affeldt | | For | For |
| 2 | Joseph J. DeAngelo | | For | For |
| 3 | Peter A. Dorsman | | For | For |
| 4 | Stephen J. Konenkamp | | For | For |
| 5 | Patrick R. McNamee | | For | For |
| 6 | Scott D. Ostfeld | | For | For |
| 7 | Charles W. Peffer | | For | For |
| 8 | James A. Rubright | | For | For |
| 9 | Lauren Taylor Wolfe | | For | For |
| 2. | To ratify our board of directors' appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending on January 31, 2021. | Management | For | For |
| 3. | To conduct an advisory vote to approve named executive officer compensation. | Management | For | For |
| 4. | To conduct an advisory vote on the frequency of advisory votes to approve named executive officer compensation. | Management | 1 Year | For |
| LUMBER LIQUIDATORS HOLDINGS, INC. | | |
| Security | 55003T107 | Meeting Type | Annual |
| Ticker Symbol | LL | Meeting Date | 20-May-2020 |
| ISIN | US55003T1079 | Agenda | 935168941 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | David A. Levin | | For | For |
| 2 | Martin F. Roper | | For | For |
| 2. | Proposal to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. | Management | For | For |
| 3. | Proposal to approve a non-binding advisory resolution approving the compensation of the Company's named executive officers. | Management | For | For |
Page 25 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| MOLSON COORS BEVERAGE CO. | | |
| Security | 60871R209 | Meeting Type | Annual |
| Ticker Symbol | TAP | Meeting Date | 20-May-2020 |
| ISIN | US60871R2094 | Agenda | 935168814 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Roger G. Eaton | | For | For |
| 2 | Charles M. Herington | | For | For |
| 3 | H. Sanford Riley | | For | For |
| 2. | To approve, on an advisory basis, the compensation of | Management | For | For |
| our named executive officers (Say-on-Pay). | | | |
| SS&C TECHNOLOGIES HOLDINGS, INC. |
| Security | 78467J100 | Meeting Type | Annual |
| Ticker Symbol | SSNC | Meeting Date | 20-May-2020 |
| ISIN | US78467J1007 | Agenda | 935165503 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Normand A. Boulanger | | For | For |
| 2 | David A. Varsano | | For | For |
| 3 | Michael J. Zamkow | | For | For |
| 2. | The approval of the compensation of the named | Management | Against | Against |
| executive officers. | | | |
| 3. | The ratification of PricewaterhouseCoopers LLP as | Management | For | For |
| SS&C's independent registered public accounting firm for | | | |
| the fiscal year ending December 31, 2020. | | | |
| STATE STREET CORPORATION |
| Security | 857477103 | Meeting Type | Annual |
| Ticker Symbol | STT | Meeting Date | 20-May-2020 |
| ISIN | US8574771031 | Agenda | 935174716 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: P. de Saint-Aignan | Management | For | For |
| 1B. | Election of Director: M. Chandoha | Management | For | For |
| 1C. | Election of Director: L. Dugle | Management | For | For |
| 1D. | Election of Director: A. Fawcett | Management | For | For |
| 1E. | Election of Director: W. Freda | Management | For | For |
| 1F. | Election of Director: S. Mathew | Management | For | For |
| 1G. | Election of Director: W. Meaney | Management | For | For |
| 1H. | Election of Director: R. O'Hanley | Management | For | For |
| 1I. | Election of Director: S. O'Sullivan | Management | For | For |
| 1J. | Election of Director: R. Sergel | Management | For | For |
| 1K. | Election of Director: G. Summe | Management | For | For |
| 2. | To approve an advisory proposal on executive | Management | For | For |
| compensation. | | | |
| 3. | To ratify the selection of Ernst & Young LLP as State | Management | For | For |
| Street's independent registered public accounting firm for | | | |
| the year ending December 31, 2020. | | | |
| HARLEY-DAVIDSON, INC. |
| Security | 412822108 | Meeting Type | Annual |
| Ticker Symbol | HOG | Meeting Date | 21-May-2020 |
| ISIN | US4128221086 | Agenda | 935178120 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Troy Alstead | | For | For |
| 2 | R. John Anderson | | For | For |
| 3 | Michael J. Cave | | For | For |
| 4 | Allan Golston | | For | For |
| 5 | Sara L. Levinson | | For | For |
| 6 | N. Thomas Linebarger | | For | For |
| 7 | Brian R. Niccol | | For | For |
| 8 | Maryrose T. Sylvester | | For | For |
| 9 | Jochen Zeitz | | For | For |
| 2. | To approve, by advisory vote, the compensation of our | Management | Against | Against |
| Named Executive Officers. | | | |
| 3. | To approve amendments to our Restated Articles of | Management | For | For |
| Incorporation to allow us to implement proxy access. | | | |
| 4. | To approve the Harley-Davidson, Inc. 2020 Incentive | Management | For | For |
| Stock Plan. | | | |
| 5. | To ratify the selection of Ernst & Young LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| fiscal year ending December 31, 2020. | | | |
Page 26 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| HENRY SCHEIN, INC. |
| Security | 806407102 | Meeting Type | Annual |
| Ticker Symbol | HSIC | Meeting Date | 21-May-2020 |
| ISIN | US8064071025 | Agenda | 935176695 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Barry J. Alperin | Management | For | For |
| 1B. | Election of Director: Gerald A. Benjamin | Management | For | For |
| 1C. | Election of Director: Stanley M. Bergman | Management | For | For |
| 1D. | Election of Director: James P. Breslawski | Management | For | For |
| 1E. | Election of Director: Paul Brons | Management | For | For |
| 1F. | Election of Director: Shira Goodman | Management | For | For |
| 1G. | Election of Director: Joseph L. Herring | Management | For | For |
| 1H. | Election of Director: Kurt P. Kuehn | Management | For | For |
| 1I. | Election of Director: Philip A. Laskawy | Management | For | For |
| 1J. | Election of Director: Anne H. Margulies | Management | For | For |
| 1K. | Election of Director: Mark E. Mlotek | Management | For | For |
| 1L. | Election of Director: Steven Paladino | Management | For | For |
| 1M. | Election of Director: Carol Raphael | Management | For | For |
| 1N. | Election of Director: E. Dianne Rekow, DDS, Ph.D. | Management | For | For |
| 1O. | Election of Director: Bradley T. Sheares, Ph.D. | Management | For | For |
| 2. | Proposal to amend and restate the Company's Amended | Management | For | For |
| and Restated 2013 Stock Incentive Plan to, among other | | | |
| things, increase the aggregate share reserve and extend | | | |
| the term of the plan to March 31, 2030. | | | |
| 3. | Proposal to approve, by non-binding vote, the 2019 | Management | Against | Against |
| compensation paid to the Company's Named Executive | | | |
| Officers. | | | |
| 4. | Proposal to ratify the selection of BDO USA, LLP as the | Management | For | For |
| Company's independent registered public accounting firm | | | |
| for the fiscal year ending December 26, 2020. | | | |
| PARSLEY ENERGY, INC. |
| Security | 701877102 | Meeting Type | Annual |
| Ticker Symbol | PE | Meeting Date | 21-May-2020 |
| ISIN | US7018771029 | Agenda | 935169640 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: A.R. Alameddine | Management | For | For |
| 1B. | Election of Director: Matt Gallagher | Management | For | For |
| 1C. | Election of Director: Karen Hughes | Management | For | For |
| 2. | To approve, on a non-binding advisory basis, the | Management | For | For |
| Company's named executive officer compensation for the | | | |
| fiscal year ended December 31, 2019. | | | |
| 3. | To ratify the appointment of KPMG LLP as the | Management | For | For |
| Company's independent registered public accounting firm | | | |
| for the fiscal year ending December 31, 2020. | | | |
Page 27 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| PIONEER NATURAL RESOURCES COMPANY |
| Security | 723787107 | Meeting Type | Annual |
| Ticker Symbol | PXD | Meeting Date | 21-May-2020 |
| ISIN | US7237871071 | Agenda | 935179273 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Edison C. Buchanan | Management | For | For |
| 1B. | Election of Director: Andrew F. Cates | Management | For | For |
| 1C. | Election of Director: Phillip A. Gobe | Management | For | For |
| 1D. | Election of Director: Larry R. Grillot | Management | For | For |
| 1E. | Election of Director: Stacy P. Methvin | Management | For | For |
| 1F. | Election of Director: Royce W. Mitchell | Management | For | For |
| 1G. | Election of Director: Frank A. Risch | Management | For | For |
| 1H. | Election of Director: Scott D. Sheffield | Management | For | For |
| 1I. | Election of Director: Mona K. Sutphen | Management | For | For |
| 1J. | Election of Director: J. Kenneth Thompson | Management | For | For |
| 1K. | Election of Director: Phoebe A. Wood | Management | For | For |
| 1L. | Election of Director: Michael D. Wortley | Management | For | For |
| 2. | RATIFICATION OF SELECTION OF ERNST & YOUNG | Management | For | For |
| LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION. | | | |
| SKECHERS U.S.A., INC. |
| Security | 830566105 | Meeting Type | Annual |
| Ticker Symbol | SKX | Meeting Date | 21-May-2020 |
| ISIN | US8305661055 | Agenda | 935171847 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Katherine Blair | | For | For |
| 2 | Geyer Kosinski | | For | For |
| 3 | Richard Rappaport | | For | For |
| 4 | Richard Siskind | | For | For |
| 2. | Stockholder proposal requesting the Board of Directors to | Shareholder | For | Against |
| adopt a human rights policy. | | | |
| 3. | Advisory vote to approve compensation of Named | Management | Against | Against |
| Executive Officers. | | | |
| TIVITY HEALTH, INC. |
| Security | 88870R102 | Meeting Type | Annual |
| Ticker Symbol | TVTY | Meeting Date | 21-May-2020 |
| ISIN | US88870R1023 | Agenda | 935171722 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Sara J. Finley | Management | For | For |
| 1B. | Election of Director: Robert J. Greczyn, Jr. | Management | For | For |
| 1C. | Election of Director: Peter A. Hudson, M.D. | Management | For | For |
| 1D. | Election of Director: Beth M. Jacob | Management | For | For |
| 1E. | Election of Director: Bradley S. Karro | Management | For | For |
| 1F. | Election of Director: Benjamin A. Kirshner | Management | For | For |
| 1G. | Election of Director: Erin L. Russell | Management | For | For |
| 1H. | Election of Director: Anthony M. Sanfilippo | Management | For | For |
| 1I. | Election of Directors: Daniel G. Tully | Management | For | For |
| 2. | To consider and act upon a non-binding, advisory vote to | Management | For | For |
| approve compensation of the named executive officers | | | |
| as disclosed in the Proxy Statement. | | | |
| 3. | To ratify the appointment of PricewaterhouseCoopers | Management | For | For |
| LLP as the Company's independent registered public | | | |
| accounting firm for the fiscal year ending December 31, | | | |
| 2020. | | | |
Page 28 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| XCEL ENERGY INC. |
| Security | 98389B100 | Meeting Type | Annual |
| Ticker Symbol | XEL | Meeting Date | 22-May-2020 |
| ISIN | US98389B1008 | Agenda | 935174021 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Lynn Casey | Management | For | For |
| 1B. | Election of Director: Ben Fowke | Management | For | For |
| 1C. | Election of Director: Netha N. Johnson | Management | For | For |
| 1D. | Election of Director: George J. Kehl | Management | For | For |
| 1E. | Election of Director: Richard T. O'Brien | Management | For | For |
| 1F. | Election of Director: David K. Owens | Management | For | For |
| 1G. | Election of Director: Christopher J. Policinski | Management | For | For |
| 1H. | Election of Director: James T. Prokopanko | Management | For | For |
| 1I. | Election of Director: A. Patricia Sampson | Management | For | For |
| 1J. | Election of Director: James J. Sheppard | Management | For | For |
| 1K. | Election of Director: David A. Westerlund | Management | For | For |
| 1L. | Election of Director: Kim Williams | Management | For | For |
| 1M. | Election of Director: Timothy V. Wolf | Management | For | For |
| 1N. | Election of Director: Daniel Yohannes | Management | For | For |
| 2. | Company proposal to approve, on an advisory basis, | Management | For | For |
| executive compensation. | | | |
| 3. | Company proposal to ratify the appointment of Deloitte & | Management | For | For |
| Touche LLP as Xcel Energy Inc.'s independent registered | | | |
| public accounting firm for 2020 | | | |
| 4. | Shareholder proposal regarding a report on the costs and | Shareholder | Against | For |
| benefits of Xcel Energy's voluntary climate-related | | | |
| activities. | | | |
| CPI CARD GROUP INC. |
| Security | 12634H200 | Meeting Type | Annual |
| Ticker Symbol | PMTS | Meeting Date | 27-May-2020 |
| ISIN | US12634H2004 | Agenda | 935179831 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Robert Pearce | Management | For | For |
| 1B. | Election of Director: Nicholas Peters | Management | For | For |
| 1C. | Election of Director: Scott Scheirman | Management | For | For |
| 1D. | Election of Director: Bradley Seaman | Management | For | For |
| 1E. | Election of Director: Marc Sheinbaum | Management | For | For |
| 1F. | Election of Director: Valerie Soranno Keating | Management | For | For |
| 2. | To ratify KPMG LLP as independent registered public | Management | For | For |
| accounting firm for the year ending December 31, 2020. | | | |
Page 29 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| NXP SEMICONDUCTORS NV. |
| Security | N6596X109 | Meeting Type | Annual |
| Ticker Symbol | NXPI | Meeting Date | 27-May-2020 |
| ISIN | NL0009538784 | Agenda | 935185961 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Adoption of the 2019 Statutory Annual Accounts | Management | For | For |
| 2. | Discharge of the members of the Board for their | Management | For | For |
| responsibilities in the fiscal year ended December 31, | | | |
| 2019 | | | |
| 3A. | Appoint Kurt Sievers as executive director | Management | For | For |
| 3B. | Re-appoint Sir Peter Bonfield as non-executive director | Management | For | For |
| 3C. | Re-appoint Kenneth A. Goldman as non-executive | Management | For | For |
| director | | | |
| 3D. | Re-appoint Josef Kaeser as non-executive director | Management | For | For |
| 3E. | Re-appoint Lena Olving as non-executive director | Management | For | For |
| 3F. | Re-appoint Peter Smitham as non-executive director | Management | For | For |
| 3G. | Re-appoint Julie Southern as non-executive director | Management | For | For |
| 3H. | Re-appoint Jasmin Staiblin as non-executive director | Management | For | For |
| 3I. | Re-appoint Gregory Summe as non-executive director | Management | For | For |
| 3J. | Re-appoint Karl-Henrik Sundström as non-executive | Management | For | For |
| director | | | |
| 4. | Authorization of the Board to issue ordinary shares of the | Management | For | For |
| Company and grant rights to acquire ordinary shares | | | |
| 5. | Authorization of the Board to restrict or exclude pre- | Management | For | For |
| emption rights accruing in connection with an issue of | | | |
| shares or grant of rights | | | |
| 6. | Authorization of the Board to repurchase ordinary shares | Management | For | For |
| 7. | Authorization of the Board to cancel ordinary shares held | Management | For | For |
| or to be acquired by the Company | | | |
| 8. | Appointment of Ernst & Young Accountants LLP as | Management | For | For |
| independent auditors for a three-year period, starting with | | | |
| the fiscal year ending December 31, 2020 | | | |
| 9. | Determination of the remuneration of the members and | Management | For | For |
| Chairs of the Audit Committee, the Compensation | | | |
| Committee, and the Nominating and Governance | | | |
| Committee of the Board | | | |
| 10. | Amendment of the Company's Articles of Association | Management | For | For |
| 11. | Non-binding, advisory vote to approve Named Executive | Management | For | For |
| Officer compensation | | | |
| 12. | To recommend, by non-binding vote, the frequency of | Management | 1 Year | For |
| executive compensation votes | | | |
Page 30 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| FLAGSTAR BANCORP, INC. | | |
| Security | 337930705 | Meeting Type | Annual |
| Ticker Symbol | FBC | Meeting Date | 02-Jun-2020 |
| ISIN | US3379307057 | Agenda | 935181874 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Alessandro P. DiNello | Management | For | For |
| 1B. | Election of Director: Jay J. Hansen | Management | For | For |
| 1C. | Election of Director: John D. Lewis | Management | For | For |
| 1D. | Election of Director: David J. Matlin | Management | For | For |
| 1E. | Election of Director: Bruce E. Nyberg | Management | For | For |
| 1F. | Election of Director: James A. Ovenden | Management | For | For |
| 1G. | Election of Director: Peter Schoels | Management | For | For |
| 1H. | Election of Director: David L. Treadwell | Management | For | For |
| 1I. | Election of Director: Jennifer R. Whip | Management | For | For |
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020. | Management | For | For |
| 3. | To adopt an advisory (non-binding) resolution to approve named executive officer compensation. | Management | Against | Against |
| URBAN OUTFITTERS, INC. | | |
| Security | 917047102 | Meeting Type | Annual |
| Ticker Symbol | URBN | Meeting Date | 02-Jun-2020 |
| ISIN | US9170471026 | Agenda | 935192372 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Edward N. Antoian | Management | For | For |
| 1B. | Election of Director: Sukhinder Singh Cassidy | Management | For | For |
| 1C. | Election of Director: Harry S. Cherken, Jr. | Management | For | For |
| 1D. | Election of Director: Scott Galloway | Management | For | For |
| 1E. | Election of Director: Margaret A. Hayne | Management | For | For |
| 1F. | Election of Director: Richard A. Hayne | Management | For | For |
| 1G. | Election of Director: Elizabeth Ann Lambert | Management | For | For |
| 1H. | Election of Director: Wesley S. McDonald | Management | For | For |
| 1I. | Election of Director: Todd R. Morgenfeld | Management | For | For |
| 2. | To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for Fiscal Year 2021. | Management | For | For |
| 3. | Advisory vote to approve executive compensation. | Management | For | For |
Page 31 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| DEVON ENERGY CORPORATION | | |
| Security | 25179M103 | Meeting Type | Annual |
| Ticker Symbol | DVN | Meeting Date | 03-Jun-2020 |
| ISIN | US25179M1036 | Agenda | 935190366 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Barbara M. Baumann | | For | For |
| 2 | John E. Bethancourt | | For | For |
| 3 | Ann G. Fox | | For | For |
| 4 | David A. Hager | | For | For |
| 5 | Robert H. Henry | | For | For |
| 6 | Michael M. Kanovsky | | For | For |
| 7 | John Krenicki Jr. | | For | For |
| 8 | Robert A. Mosbacher Jr. | | For | For |
| 9 | Duane C. Radtke | | For | For |
| 10 | Keith O. Rattie | | For | For |
| 11 | Mary P. Ricciardello | | For | For |
| 2. | Ratify the appointment of the Company's Independent Auditors for 2020. | Management | For | For |
| 3. | Advisory Vote to Approve Executive Compensation. | Management | For | For |
| FREEPORT-MCMORAN INC. | | |
| Security | 35671D857 | Meeting Type | Annual |
| Ticker Symbol | FCX | Meeting Date | 03-Jun-2020 |
| ISIN | US35671D8570 | Agenda | 935192916 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Director: Richard C. Adkerson | Management | For | For |
| 1.2 | Election of Director: Gerald J. Ford | Management | For | For |
| 1.3 | Election of Director: Lydia H. Kennard | Management | For | For |
| 1.4 | Election of Director: Dustan E. McCoy | Management | For | For |
| 1.5 | Election of Director: John J. Stephens | Management | For | For |
| 1.6 | Election of Director: Frances Fragos Townsend | Management | For | For |
| 2. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020. | Management | For | For |
| 3. | Approval, on an advisory basis, of the compensation of our named executive officers. | Management | For | For |
| THE CHARLES SCHWAB CORPORATION | | |
| Security | 808513105 | Meeting Type | Special |
| Ticker Symbol | SCHW | Meeting Date | 04-Jun-2020 |
| ISIN | US8085131055 | Agenda | 935219091 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Approve the issuance of Schwab common shares, consisting of common stock and nonvoting common stock, to holders of shares of TD Ameritrade common stock in connection with the merger contemplated with TD Ameritrade. | Management | For | For |
| 2. | Approve an amendment to the Schwab charter to increase the number of authorized shares of capital stock of Schwab by 300 million and create a new class of Schwab nonvoting common stock. | Management | For | For |
| 3. | Approve a proposal that will give the Schwab board of directors authority to adjourn the Schwab special meeting from time to time if necessary to solicit additional proxies if there are not sufficient votes to approve Proposals 1 and 2 above at the time of the Schwab special meeting, or any adjournment or postponement of the Schwab special meeting. | Management | For | For |
Page 32 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| TRANE TECHNOLOGIES PLC | | |
| Security | G8994E103 | Meeting Type | Annual |
| Ticker Symbol | TT | Meeting Date | 04-Jun-2020 |
| ISIN | IE00BK9ZQ967 | Agenda | 935197485 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Kirk E. Arnold | Management | For | For |
| 1B. | Election of Director: Ann C. Berzin | Management | For | For |
| 1C. | Election of Director: John Bruton | Management | For | For |
| 1D. | Election of Director: Jared L. Cohon | Management | For | For |
| 1E. | Election of Director: Gary D. Forsee | Management | For | For |
| 1F. | Election of Director: Linda P. Hudson | Management | For | For |
| 1G. | Election of Director: Michael W. Lamach | Management | For | For |
| 1H. | Election of Director: Myles P. Lee | Management | For | For |
| 1I. | Election of Director: Karen B. Peetz | Management | For | For |
| 1J. | Election of Director: John P. Surma | Management | For | For |
| 1K. | Election of Director: Richard J. Swift | Management | For | For |
| 1L. | Election of Director: Tony L. White | Management | For | For |
| 2. | Advisory approval of the compensation of the Company's named executive officers. | Management | For | For |
| 3. | Approval of the appointment of independent auditors of the Company and authorization of the Audit Committee of the Board of Directors to set the auditors' remuneration. | Management | For | For |
| 4. | Approval of the renewal of the Directors' existing authority to issue shares. | Management | For | For |
| 5. | Approval of the renewal of the Directors' existing authority to issue shares for cash without first offering shares to existing shareholders. (Special Resolution) | Management | For | For |
| 6. | Determination of the price range at which the Company can re-allot shares that it holds as treasury shares. (Special Resolution) | Management | For | For |
| ALLIANCE DATA SYSTEMS CORPORATION | | |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 09-Jun-2020 |
| ISIN | US0185811082 | Agenda | 935202159 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Director: Ralph J. Andretta | Management | For | For |
| 1.2 | Election of Director: Roger H. Ballou | Management | For | For |
| 1.3 | Election of Director: John C. Gerspach, Jr. | Management | For | For |
| 1.4 | Election of Director: Rajesh Natarajan | Management | For | For |
| 1.5 | Election of Director: Timothy J. Theriault | Management | For | For |
| 1.6 | Election of Director: Laurie A. Tucker | Management | For | For |
| 1.7 | Election of Director: Sharen J. Turney | Management | For | For |
| 2. | Advisory vote to approve executive compensation. | Management | For | For |
| 3. | Approval of the 2020 Omnibus Incentive Plan. | Management | For | For |
| 4. | Ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of Alliance Data Systems Corporation for 2020. | Management | For | For |
Page 33 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| BLACK KNIGHT, INC. | | |
| Security | 09215C105 | Meeting Type | Annual |
| Ticker Symbol | BKI | Meeting Date | 10-Jun-2020 |
| ISIN | US09215C1053 | Agenda | 935190897 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Anthony M. Jabbour | | For | For |
| 2 | Richard N. Massey | | For | For |
| 3 | John D. Rood | | For | For |
| 4 | Nancy L. Shanik | | For | For |
| 2. | Approval of a non-binding advisory resolution on the compensation paid to our named executive officers. | Management | Against | Against |
| 3. | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2020 fiscal year. | Management | For | For |
| FIDELITY NATIONAL FINANCIAL, INC. | | |
| Security | 31620R303 | Meeting Type | Annual |
| Ticker Symbol | FNF | Meeting Date | 10-Jun-2020 |
| ISIN | US31620R3030 | Agenda | 935192788 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | William P. Foley, II | | For | For |
| 2 | Douglas K. Ammerman | | For | For |
| 3 | Thomas M. Hagerty | | For | For |
| 4 | Peter O. Shea, Jr. | | For | For |
| 2. | Approval of a non-binding advisory resolution on the compensation paid to our named executive officers. | Management | For | For |
| 3. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2020 fiscal year. | Management | For | For |
| AERIE PHARMACEUTICALS, INC. | | |
| Security | 00771V108 | Meeting Type | Annual |
| Ticker Symbol | AERI | Meeting Date | 11-Jun-2020 |
| ISIN | US00771V1089 | Agenda | 935196623 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | V. Anido, Jr., Ph.D. | | For | For |
| 2 | B. McGraw, III, Pharm.D | | For | For |
| 3 | J. McHugh | | For | For |
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. | Management | For | For |
| 3. | To approve, by a non-binding vote, the compensation of our named executive officers ("say-on-pay"). | Management | For | For |
| HUDSON TECHNOLOGIES, INC. | | |
| Security | 444144109 | Meeting Type | Annual |
| Ticker Symbol | HDSN | Meeting Date | 11-Jun-2020 |
| ISIN | US4441441098 | Agenda | 935207781 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Richard D. Caruso | | For | For |
| 2 | Dominic J. Monetta | | For | For |
| 3 | Richard Parrillo | | For | For |
| 4 | Eric A. Prouty | | For | For |
| 5 | Kevin J. Zugibe | | For | For |
| 2. | To approve the Company's 2020 Stock Incentive Plan. | Management | For | For |
| 3. | To approve an amendment to the Company's Certificate of Incorporation to implement a reverse stock split. | Management | For | For |
| 4. | To approve, by non-binding advisory vote, named executive officer compensation. | Management | Against | Against |
| 5. | To ratify the appointment of BDO USA, LLP as independent registered public accountants for the fiscal year ending December 31, 2020. | Management | For | For |
Page 34 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| INGERSOLL RAND INC. | | |
| Security | 45687V106 | Meeting Type | Annual |
| Ticker Symbol | IR | Meeting Date | 16-Jun-2020 |
| ISIN | US45687V1061 | Agenda | 935209533 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Class III Director: Kirk E. Arnold | Management | For | For |
| 1B. | Election of Class III Director: William P. Donnelly | Management | For | For |
| 1C. | Election of Class III Director: Marc E. Jones | Management | For | For |
| 2. | To ratify the appointment of Deloitte & Touche LLP as Ingersoll Rand Inc.'s independent registered public accounting firm for 2020. | Management | For | For |
| DISCOVERY, INC. | | |
| Security | 25470F104 | Meeting Type | Annual |
| Ticker Symbol | DISCA | Meeting Date | 18-Jun-2020 |
| ISIN | US25470F1049 | Agenda | 935197651 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Robert R. Bennett | | For | For |
| 2 | John C. Malone | | For | For |
| 3 | David M. Zaslav | | For | For |
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as Discovery, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2020. | Management | For | For |
| 3. | To vote on an advisory resolution to approve the 2019 compensation of Discovery, Inc.'s named executive officers, commonly referred to as a "Say on Pay" vote. | Management | Against | Against |
| 4. | To vote on a stockholder proposal regarding simple majority vote, if properly presented. | Shareholder | For | Against |
| MOBILE MINI, INC. | | |
| Security | 60740F105 | Meeting Type | Special |
| Ticker Symbol | MINI | Meeting Date | 24-Jun-2020 |
| ISIN | US60740F1057 | Agenda | 935218304 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | To approve and adopt the Agreement and Plan of Merger, dated as of March 1, 2020 (the "Merger Agreement"), by and among WillScot Corporation ("WillScot"), Mobile Mini, Inc. ("Mobile Mini") and Picasso Merger Sub, Inc., a wholly owned subsidiary of WillScot (the "Mobile Mini Merger Proposal"). | Management | For | For |
| 2. | To approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to Mobile Mini's named executive officers in connection with the merger contemplated by the Merger Agreement. | Management | For | For |
| 3. | To approve the adjournment of the Mobile Mini special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Mobile Mini special meeting to approve the Mobile Mini Merger Proposal. | Management | For | For |
Page 35 of 36
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| PURE STORAGE, INC. | | |
| Security | 74624M102 | Meeting Type | Annual |
| Ticker Symbol | PSTG | Meeting Date | 25-Jun-2020 |
| ISIN | US74624M1027 | Agenda | 935214926 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Andrew Brown | | For | For |
| 2 | John Colgrove | | For | For |
| 3 | Mark Garrett | | For | For |
| 4 | Roxanne Taylor | | For | For |
| 2. | Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2021. | Management | For | For |
| 3. | An advisory vote on our named executive officer compensation. | Management | For | For |
| XENCOR, INC. | | |
| Security | 98401F105 | Meeting Type | Annual |
| Ticker Symbol | XNCR | Meeting Date | 25-Jun-2020 |
| ISIN | US98401F1057 | Agenda | 935207832 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Bassil I. Dahiyat | | For | For |
| 2 | Ellen G. Feigal | | For | For |
| 3 | Kevin C. Gorman | | For | For |
| 4 | Kurt A. Gustafson | | For | For |
| 5 | Yujiro S. Hata | | For | For |
| 6 | A. Bruce Montgomery | | For | For |
| 7 | Richard J. Ranieri | | For | For |
| 8 | Dagmar Rosa-Bjorkeson | | For | For |
| 2. | Proposal to ratify RSM US LLP as the independent registered public accounting firm for 2020 | Management | For | For |
| 3. | Proposal to approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy materials | Management | For | For |
| MGP INGREDIENTS INC | | |
| Security | 55303J106 | Meeting Type | Annual |
| Ticker Symbol | MGPI | Meeting Date | 30-Jun-2020 |
| ISIN | US55303J1060 | Agenda | 935220020 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: James L. Bareuther | Management | For | For |
| 1B. | Election of Director: Terrence P. Dunn | Management | For | For |
| 1C. | Election of Director: Anthony P. Foglio | Management | For | For |
| 1D. | Election of Director: Kerry A. Walsh Skelly | Management | For | For |
| 2. | To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm. | Management | For | For |
| 3. | To adopt an advisory resolution to approve the compensation of our named executive officers. | Management | For | For |
Page 36 of 36
Thompson Bond Fund
Proxy Voting Record for Period 07/01/2019 to 06/30/2020
| FIRST AMERICAN FUNDS, INC. |
| Security | 31846V336 | Meeting Type | Special |
| Ticker Symbol | FGXXX | Meeting Date | 29-Aug-2019 |
| ISIN | US31846V3362 | Agenda | 935065246 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | David K. Baumgardner | | For | For |
| 2 | Mark E. Gaumond | | For | For |
| 3 | Roger A. Gibson | | For | For |
| 4 | Jennifer J. McPeek | | For | For |
| 5 | C. David Myers | | For | For |
| 6 | Richard K. Riederer | | For | For |
| 7 | P. Kelly Tompkins | | For | For |
| NBCUNIVERSAL ENTERPRISE, INC. |
| Security | 63946CAE8 | Meeting Type | Annual |
| Ticker Symbol | | Meeting Date | 21-May-2020 |
| ISIN | US63946CAE84 | Agenda | 935194073 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Election of Series A Preferred Director: Bernard C. | Management | For | For |
| Watson, Ph.D. | | | |
Page 1 of 1
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 26, 2020 |
