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: 07/01/2020-06/30/2021
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| BED BATH & BEYOND INC. |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 14-Jul-2020 |
| ISIN | US0758961009 | Agenda | 935241238 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Harriet Edelman | Management | For | For |
| 1B. | Election of Director: Mark J. Tritton | Management | For | For |
| 1C. | Election of Director: John E. Fleming | Management | For | For |
| 1D. | Election of Director: Sue E. Gove | Management | For | For |
| 1E. | Election of Director: Jeffrey A. Kirwan | Management | For | For |
| 1F. | Election of Director: Johnathan B. (JB) Osborne | Management | For | For |
| 1G. | Election of Director: Harsha Ramalingam | Management | For | For |
| 1H. | Election of Director: Virginia P. Ruesterholz | Management | For | For |
| 1I. | Election of Director: Joshua E. Schechter | Management | For | For |
| 1J. | Election of Director: Andrea Weiss | Management | For | For |
| 1K. | Election of Director: Mary A. Winston | Management | For | For |
| 1L. | Election of Director: Ann Yerger | Management | For | For |
| 2. | To ratify the appointment of KPMG LLP as independent | Management | For | For |
| auditors for the 2020 fiscal year. | | | |
| 3. | To approve, by non-binding vote, the 2019 compensation | Management | Against | Against |
| paid to the Company's Named Executive Officers | | | |
| (commonly known as a "say-on-pay" proposal). | | | |
| EXACT SCIENCES CORPORATION |
| Security | 30063P105 | Meeting Type | Annual |
| Ticker Symbol | EXAS | Meeting Date | 23-Jul-2020 |
| ISIN | US30063P1057 | Agenda | 935236706 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Eli Casdin | | For | For |
| 2 | James E. Doyle | | For | For |
| 3 | Freda Lewis-Hall | | For | For |
| 4 | Kathleen Sebelius | | For | For |
| 2. | To ratify the appointment of PricewaterhouseCoopers, | Management | For | For |
| LLP as the Company's independent registered public | | | |
| accounting firm for 2020. | | | |
| 3. | To approve on an advisory basis the compensation of the | Management | For | For |
| Company's named executive officers. | | | |
| 4. | To approve an amendment to the Company's Certificate | Management | For | For |
| of Incorporation increasing the number of authorized | | | |
| shares of common stock from 200,000,000 shares to | | | |
| 400,000,000 shares. | | | |
| MCKESSON CORPORATION |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 29-Jul-2020 |
| ISIN | US58155Q1031 | Agenda | 935239182 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director for a one-year term: Dominic J. | Management | For | For |
| Caruso | | | |
| 1B. | Election of Director for a one-year term: N. Anthony | Management | For | For |
| Coles, M.D. | | | |
| 1C. | Election of Director for a one-year term: M. Christine | Management | For | For |
| Jacobs | | | |
| 1D. | Election of Director for a one-year term: Donald R. | Management | For | For |
| Knauss | | | |
| 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. | Management | For | For |
| Lerman | | | |
| 1G. | Election of Director for a one-year term: Maria Martinez | Management | For | For |
| 1H. | Election of Director for a one-year term: Edward A. | Management | For | For |
| Mueller | | | |
| 1I. | Election of Director for a one-year term: Susan R. Salka | Management | For | For |
| 1J. | Election of Director for a one-year term: Brian S. Tyler | Management | For | For |
| 1K. | Election of Director for a one-year term: Kenneth E. | Management | For | For |
| Washington, Ph.D. | | | |
| 2. | Ratification of the appointment of Deloitte & Touche LLP | Management | For | For |
| as the company's independent registered public | | | |
| accounting firm for the fiscal year ending March 31, 2021. | | | |
| 3. | Advisory vote on executive compensation. | Management | For | For |
| 4. | Shareholder proposal on action by written consent of | Shareholder | For | Against |
| shareholders. | | | |
| 5. | Shareholder proposal on disclosure of lobbying activities | Shareholder | For | Against |
| and expenditures. | | | |
| 6. | Shareholder proposal on statement of purpose of a | Shareholder | For | Against |
| corporation. | | | |
| MIMEDX GROUP, INC. |
| Security | 602496101 | Meeting Type | Annual |
| Ticker Symbol | MDXG | Meeting Date | 31-Aug-2020 |
| ISIN | US6024961012 | Agenda | 935259677 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Class III Director: James L. Bierman | Management | For | For |
| 2. | Approval, on an advisory basis, of the compensation of | Management | For | For |
| the Company's named executive officers. | | | |
| 3. | Recommendation, on an advisory basis, of the frequency | Management | 1 Year | For |
| of the advisory vote on the Company's named executive | | | |
| officer compensation. | | | |
| 4. | Ratification of BDO USA, LLP as the Company's | Management | For | For |
| independent registered public accounting firm for the | | | |
| 2020 fiscal year. | | | |
Page 1 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| FEDEX CORPORATION |
| Security | 31428X106 | Meeting Type | Annual |
| Ticker Symbol | FDX | Meeting Date | 21-Sep-2020 |
| ISIN | US31428X1063 | Agenda | 935258346 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: MARVIN R. ELLISON | Management | For | For |
| 1B. | Election of Director: SUSAN PATRICIA GRIFFITH | Management | For | For |
| 1C. | Election of Director: JOHN C. ("CHRIS") INGLIS | Management | For | For |
| 1D. | Election of Director: KIMBERLY A. JABAL | Management | For | For |
| 1E. | Election of Director: SHIRLEY ANN JACKSON | Management | For | For |
| 1F. | Election of Director: R. BRAD MARTIN | Management | For | For |
| 1G. | Election of Director: JOSHUA COOPER RAMO | Management | For | For |
| 1H. | Election of Director: SUSAN C. SCHWAB | Management | For | For |
| 1I. | Election of Director: FREDERICK W. SMITH | Management | For | For |
| 1J. | Election of Director: DAVID P. STEINER | Management | For | For |
| 1K. | Election of Director: RAJESH SUBRAMANIAM | Management | For | For |
| 1L. | Election of Director: PAUL S. WALSH | Management | For | For |
| 2. | Advisory vote to approve named executive officer | Management | For | For |
| compensation. | | | |
| 3. | Ratify the appointment of Ernst & Young LLP as FedEx's | Management | For | For |
| independent registered public accounting firm for fiscal | | | |
| year 2021. | | | |
| 4. | Stockholder proposal regarding lobbying activity and | Shareholder | For | Against |
| expenditure report. | | | |
| 5. | Stockholder proposal regarding political disclosure. | Shareholder | For | Against |
| 6. | Stockholder proposal regarding employee representation | Shareholder | For | Against |
| on the Board of Directors. | | | |
| 7. | Stockholder proposal regarding shareholder right to act | Shareholder | For | Against |
| by written consent. | | | |
| 8. | Stockholder proposal regarding integrating ESG metrics | Shareholder | For | Against |
| into executive compensation. | | | |
| DARDEN RESTAURANTS, INC. |
| Security | 237194105 | Meeting Type | Annual |
| Ticker Symbol | DRI | Meeting Date | 23-Sep-2020 |
| ISIN | US2371941053 | Agenda | 935257914 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Margaret Shân Atkins | | For | For |
| 2 | James P. Fogarty | | For | For |
| 3 | Cynthia T. Jamison | | For | For |
| 4 | Eugene I. Lee, Jr. | | For | For |
| 5 | Nana Mensah | | For | For |
| 6 | William S. Simon | | For | For |
| 7 | Charles M. Sonsteby | | For | For |
| 8 | Timothy J. Wilmott | | For | For |
| 2. | To obtain advisory approval of the Company's executive | Management | Against | Against |
| compensation. | | | |
| 3. | To ratify the appointment of KPMG LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| fiscal year ending May 30, 2021. | | | |
| ORACLE CORPORATION |
| Security | 68389X105 | Meeting Type | Annual |
| Ticker Symbol | ORCL | Meeting Date | 04-Nov-2020 |
| ISIN | US68389X1054 | Agenda | 935274554 - 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 | Jeffrey O. Henley | | For | For |
| 9 | Renee J. James | | For | For |
| 10 | Charles W. Moorman IV | | For | For |
| 11 | Leon E. Panetta | | For | For |
| 12 | William G. Parrett | | For | For |
| 13 | Naomi O. Seligman | | For | For |
| 14 | Vishal Sikka | | For | For |
| 2. | Advisory Vote to Approve Compensation of Named | Management | For | For |
| Executive Officers. | | | |
| 3. | Approve the Oracle Corporation 2020 Equity Incentive | Management | For | For |
| Plan. | | | |
| 4. | Ratification of Selection of Independent Registered Public | Management | For | For |
| Accounting Firm. | | | |
| 5. | Stockholder Proposal Regarding Pay Equity Report. | Shareholder | Against | For |
| 6. | Stockholder Proposal Regarding Independent Board | Shareholder | Against | For |
| Chair. | | | |
| II-VI INCORPORATED |
| Security | 902104108 | Meeting Type | Annual |
| Ticker Symbol | IIVI | Meeting Date | 09-Nov-2020 |
| ISIN | US9021041085 | Agenda | 935278095 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Class Three Director for a three-year term to | Management | For | For |
| expire at the annual meeting of the shareholders in 2023: | | | |
| Joseph J. Corasanti | | | |
| 1B. | Election of Class Three Director for a three-year term to | Management | For | For |
| expire at the annual meeting of the shareholders in 2023: | | | |
| Patricia Hatter | | | |
| 1C. | Election of Class Three Director for a three-year term to | Management | For | For |
| expire at the annual meeting of the shareholders in 2023: | | | |
| Marc Y. E. Pelaez | | | |
| 2. | Non-binding advisory vote to approve the compensation | Management | For | For |
| of the Company's named executive officers for fiscal year | | | |
| 2020. | | | |
| 3. | Approval of the Amendment and Restatement of the | Management | For | For |
| 2018 Omnibus Incentive Plan to add shares. | | | |
| 4. | 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, 2021. | | | |
Page 2 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| VIAVI SOLUTIONS INC. |
| Security | 925550105 | Meeting Type | Annual |
| Ticker Symbol | VIAV | Meeting Date | 11-Nov-2020 |
| ISIN | US9255501051 | Agenda | 935278564 - 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 | Glenda Dorchak | | For | For |
| 8 | Masood A. Jabbar | | For | For |
| 9 | 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 July 3, 2021. | | | |
| 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 27, 2020. | | | |
| LUMENTUM HOLDINGS INC. |
| Security | 55024U109 | Meeting Type | Annual |
| Ticker Symbol | LITE | Meeting Date | 19-Nov-2020 |
| ISIN | US55024U1097 | Agenda | 935276875 - 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: Janet S. Wong | 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 July 3, 2021. | | | |
| MIMEDX GROUP, INC. |
| Security | 602496101 | Meeting Type | Annual |
| Ticker Symbol | MDXG | Meeting Date | 20-Nov-2020 |
| ISIN | US6024961012 | Agenda | 935288351 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Class I Director: Michael J. Giuliani | Management | For | For |
| 1b. | Election of Class I Director: Cato T. Laurencin | Management | For | For |
| 2. | Approval of an amendment to the Company's Articles of | Management | For | For |
| Incorporation to increase the number of shares of | | | |
| authorized common stock from 150,000,000 to | | | |
| 187,500,000. | | | |
| 3. | Approval of amendments to the Company's 2016 Equity | Management | For | For |
| and Cash Incentive Plan. | | | |
| SYSCO CORPORATION |
| Security | 871829107 | Meeting Type | Annual |
| Ticker Symbol | SYY | Meeting Date | 20-Nov-2020 |
| ISIN | US8718291078 | Agenda | 935276457 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Daniel J. Brutto | Management | For | For |
| 1B. | Election of Director: John M. Cassaday | Management | For | For |
| 1C. | Election of Director: Joshua D. Frank | Management | For | For |
| 1D. | Election of Director: Larry C. Glasscock | Management | For | For |
| 1E. | Election of Director: Bradley M. Halverson | Management | For | For |
| 1F. | Election of Director: John M. Hinshaw | Management | For | For |
| 1G. | Election of Director: Kevin P. Hourican | Management | For | For |
| 1H. | Election of Director: Hans-Joachim Koerber | Management | For | For |
| 1I. | Election of Director: Stephanie A. Lundquist | Management | For | For |
| 1J. | Election of Director: Nelson Peltz | Management | For | For |
| 1K. | Election of Director: Edward D. Shirley | Management | For | For |
| 1L. | Election of Director: Sheila G. Talton | Management | For | For |
| 2. | To approve, by advisory vote, the compensation paid to | Management | For | For |
| Sysco's named executive officers, as disclosed in | | | |
| Sysco's 2020 proxy statement. | | | |
| 3. | To ratify the appointment of Ernst & Young LLP as | Management | For | For |
| Sysco's independent registered public accounting firm for | | | |
| fiscal 2021. | | | |
Page 3 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| MICROSOFT CORPORATION |
| Security | 594918104 | Meeting Type | Annual |
| Ticker Symbol | MSFT | Meeting Date | 02-Dec-2020 |
| ISIN | US5949181045 | Agenda | 935284478 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Reid G. Hoffman | Management | For | For |
| 1B. | Election of Director: Hugh F. Johnston | Management | For | For |
| 1C. | Election of Director: Teri L. List-Stoll | Management | For | For |
| 1D. | Election of Director: Satya Nadella | Management | For | For |
| 1E. | Election of Director: Sandra E. Peterson | Management | For | For |
| 1F. | Election of Director: Penny S. Pritzker | Management | For | For |
| 1G. | Election of Director: Charles W. Scharf | Management | For | For |
| 1H. | Election of Director: Arne M. Sorenson | Management | For | For |
| 1I. | Election of Director: John W. Stanton | Management | For | For |
| 1J. | Election of Director: John W. Thompson | Management | For | For |
| 1K. | Election of Director: Emma N. Walmsley | Management | For | For |
| 1L. | Election of Director: Padmasree Warrior | Management | For | For |
| 2. | Advisory vote to approve named executive officer | Management | For | For |
| compensation. | | | |
| 3. | Ratification of Deloitte & Touche LLP as our independent | Management | For | For |
| auditor for fiscal year 2021. | | | |
| 4. | Shareholder Proposal - Report on Employee | Shareholder | For | Against |
| Representation on Board of Directors. | | | |
| CISCO SYSTEMS, INC. |
| Security | 17275R102 | Meeting Type | Annual |
| Ticker Symbol | CSCO | Meeting Date | 10-Dec-2020 |
| ISIN | US17275R1023 | Agenda | 935287498 - 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: Dr. Lisa T. Su | Management | For | For |
| 2. | Approval of the reincorporation of Cisco from California to | Management | For | For |
| Delaware. | | | |
| 3. | Approval of amendment and restatement of the 2005 | Management | For | For |
| Stock Incentive Plan. | | | |
| 4. | Approval, on an advisory basis, of executive | Management | For | For |
| compensation. | | | |
| 5. | Ratification of PricewaterhouseCoopers LLP as Cisco's | Management | For | For |
| independent registered public accounting firm for fiscal | | | |
| 2021. | | | |
| 6. | Approval to have Cisco's Board adopt a policy to have an | Shareholder | Against | For |
| independent Board chairman. | | | |
| DEVON ENERGY CORPORATION |
| Security | 25179M103 | Meeting Type | Special |
| Ticker Symbol | DVN | Meeting Date | 30-Dec-2020 |
| ISIN | US25179M1036 | Agenda | 935311302 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Approve the issuance of shares of Devon Energy | Management | For | For |
| Corporation common stock to WPX Energy Inc. | | | |
| stockholders in connection with the merger, as | | | |
| contemplated by the Merger Agreement (the "Stock | | | |
| Issuance Proposal"). | | | |
| 2. | Approve the adjournment of the Devon Energy | Management | For | For |
| Corporation special meeting, if necessary or appropriate, | | | |
| for the purpose of soliciting additional votes for the | | | |
| approval of the Stock Issuance Proposal. | | | |
| PIONEER NATURAL RESOURCES COMPANY |
| Security | 723787107 | Meeting Type | Special |
| Ticker Symbol | PXD | Meeting Date | 12-Jan-2021 |
| ISIN | US7237871071 | Agenda | 935316403 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | TO VOTE ON A PROPOSAL TO APPROVE THE | Management | For | For |
| ISSUANCE OF SHARES OF PIONEER COMMON | | | |
| STOCK, PAR VALUE $0.01 PER SHARE ("PIONEER | | | |
| COMMON STOCK"), PURSUANT TO THE TERMS OF | | | |
| THE AGREEMENT AND PLAN OF MERGER, DATED | | | |
| AS OF OCTOBER 20, 2020 ("MERGER AGREEMENT"), | | | |
| BY AND AMONG PIONEER, PARSLEY ENERGY, INC. | | | |
| ("PARSLEY") AND CERTAIN SUBSIDIARIES OF | | | |
| PIONEER AND PARSLEY, AND OTHER SHARES OF | | | |
| PIONEER COMMON STOCK RESERVED FOR | | | |
| ISSUANCE IN CONNECTION WITH THE | | | |
| TRANSACTIONS CONTEMPLATED BY THE MERGER | | | |
| AGREEMENT (THE "STOCK ISSUANCE" AND THE | | | |
| "PIONEER STOCK ISSUANCE PROPOSAL"). | | | |
Page 4 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| VISA INC. |
| Security | 92826C839 | Meeting Type | Annual |
| Ticker Symbol | V | Meeting Date | 26-Jan-2021 |
| ISIN | US92826C8394 | Agenda | 935315576 - 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 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: Linda J. Rendle | Management | For | For |
| 1K. | Election of Director: John A. C. Swainson | Management | For | For |
| 1L. | Election of Director: Maynard G. Webb, Jr. | Management | For | For |
| 2. | Approval, on an advisory basis, of compensation paid to | Management | For | For |
| our named executive officers. | | | |
| 3. | Ratification of the appointment of KPMG LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| 2021 fiscal year. | | | |
| 4. | Approval of the Visa Inc. 2007 Equity Incentive | Management | For | For |
| Compensation Plan, as amended and restated. | | | |
| 5. | Approval of an amendment to our Certificate of | Management | For | For |
| Incorporation to enable the adoption of a special meeting | | | |
| right for Class A common stockholders. | | | |
| 6. | To vote on a stockholder proposal requesting | Shareholder | Against | For |
| stockholders' right to act by written consent, if properly | | | |
| presented. | | | |
| 7. | To vote on a stockholder proposal to amend our | Shareholder | For | Against |
| principles of executive compensation program, if properly | | | |
| presented. | | | |
| WALGREENS BOOTS ALLIANCE, INC. |
| Security | 931427108 | Meeting Type | Annual |
| Ticker Symbol | WBA | Meeting Date | 28-Jan-2021 |
| ISIN | US9314271084 | Agenda | 935315071 - 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: Valerie B. Jarrett | Management | For | For |
| 1G. | Election of Director: John A. Lederer | Management | For | For |
| 1H. | Election of Director: Dominic P. Murphy | Management | For | For |
| 1I. | Election of Director: Stefano Pessina | Management | For | For |
| 1J. | Election of Director: Nancy M. Schlichting | Management | For | For |
| 1K. | 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 2021. | | | |
| 3. | Advisory vote to approve named executive officer | Management | Against | Against |
| compensation. | | | |
| 4. | Approval of the 2021 Walgreens Boots Alliance, Inc. | Management | For | For |
| Omnibus Incentive Plan. | | | |
| 5. | Stockholder proposal requesting an independent Board | Shareholder | Against | For |
| Chairman. | | | |
| 6. | Stockholder proposal requesting report on how health | Shareholder | Against | For |
| risks from COVID-19 impact the Company's tobacco | | | |
| sales decision-making. | | | |
| APPLE INC. |
| Security | 037833100 | Meeting Type | Annual |
| Ticker Symbol | AAPL | Meeting Date | 23-Feb-2021 |
| ISIN | US0378331005 | Agenda | 935323167 - 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: Monica Lozano | Management | For | For |
| 1G. | Election of Director: Ron Sugar | Management | For | For |
| 1H. | Election of Director: Sue Wagner | Management | For | For |
| 2. | Ratification of the appointment of Ernst & Young LLP as | Management | For | For |
| Apple's independent registered public accounting firm for | | | |
| fiscal 2021. | | | |
| 3. | Advisory vote to approve executive compensation. | Management | For | For |
| 4. | A shareholder proposal entitled "Shareholder Proxy | Shareholder | For | Against |
| Access Amendments". | | | |
| 5. | A shareholder proposal entitled "Shareholder Proposal to | Shareholder | For | Against |
| Improve Executive Compensation Program". | | | |
Page 5 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| INFINEON TECHNOLOGIES AG |
| Security | 45662N103 | Meeting Type | Annual |
| Ticker Symbol | IFNNY | Meeting Date | 25-Feb-2021 |
| ISIN | US45662N1037 | Agenda | 935330869 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 2 | Utilization of unappropriated profit. | Management | For | For |
| 3.1 | Approval of the acts of the member of the Management | Management | For | For |
| Board: Dr. Reinhard Ploss | | | |
| 3.2 | Approval of the acts of the member of the Management | Management | For | For |
| Board: Dr. Helmut Gassel | | | |
| 3.3 | Approval of the acts of the member of the Management | Management | For | For |
| Board: Jochen Hanebeck | | | |
| 3.4 | Approval of the acts of the member of the Management | Management | For | For |
| Board: Dr. Sven Schneider | | | |
| 4A | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Wolfgang Eder | | | |
| 4B | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Peter Bauer (until 20 February 2020) | | | |
| 4C | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Xiaoqun Clever (as of 20 February 2020) | | | |
| 4D | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Johann Dechant | | | |
| 4E | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Herbert Diess (until 20 February 2020) | | | |
| 4F | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Friedrich Eichiner (as of 20 February 2020) | | | |
| 4G | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Annette Engelfried | | | |
| 4H | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Peter Gruber | | | |
| 4I | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Gerhard Hobbach (until 20 February 2020) | | | |
| 4J | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Hans-Ulrich Holdenried | | | |
| 4K | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Prof. Dr. Renate Köcher (until 20 February 2020) | | | |
| 4L | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Susanne Lachenmann | | | |
| 4M | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Géraldine Picaud | | | |
| 4N | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Manfred Puffer | | | |
| 4O | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Melanie Riedl (as of 20 February 2020) | | | |
| 4P | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Kerstin Schulzendorf | | | |
| 4Q | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Jürgen Scholz | | | |
| 4R | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Ulrich Spiesshofer (as of 20 February 2020) | | | |
| 4S | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Margret Suckale (as of 20 February 2020) | | | |
| 4T | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Eckart Sünner (until 20 February 2020) | | | |
| 4U | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Diana Vitale | | | |
| 5 | Appointment of the Company and Group auditor Due to | Management | For | For |
| space limits, see proxy material for full proposal. | | | |
| 6 | Resolution on the approval of the compensation system | Management | For | For |
| for Management Board members. | | | |
| 7 | Resolution on the amendment of compensation and the | Management | For | For |
| compensation system for members of the Supervisory | | | |
| Board as well as the corresponding amendment to the | | | |
| Articles of Association (article 11 of the Articles of | | | |
| Association). | | | |
| 8 | Creation of a new Authorized Capital 2021/I for the | Management | For | For |
| issuance of shares to employees and executives of | | | |
| Infineon and its Group companies... Due to space limits, | | | |
| see proxy material for full proposal. | | | |
| 9 | Resolution on the amendment of article 4, paragraph 1, | Management | For | For |
| sentence 3 of the Articles of Association in line with | | | |
| changes in legislation brought about by the Act | | | |
| Implementing the Second Shareholder Rights Directive | | | |
| (ARUG II). | | | |
| 10 | Resolution on amendments to articles 7 and 9 of the | Management | For | For |
| Articles of Association regarding the Supervisory Board's | | | |
| rules of procedure. | | | |
| QUALCOMM INCORPORATED |
| Security | 747525103 | Meeting Type | Annual |
| Ticker Symbol | QCOM | Meeting Date | 10-Mar-2021 |
| ISIN | US7475251036 | Agenda | 935327569 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Sylvia Acevedo | Management | For | For |
| 1B. | Election of Director: Mark Fields | Management | For | For |
| 1C. | Election of Director: Jeffrey W. Henderson | Management | For | For |
| 1D. | Election of Director: Gregory N. Johnson | Management | For | For |
| 1E. | Election of Director: Ann M. Livermore | Management | For | For |
| 1F. | Election of Director: Harish Manwani | Management | For | For |
| 1G. | Election of Director: Mark D. McLaughlin | Management | For | For |
| 1H. | Election of Director: Jamie S. Miller | Management | For | For |
| 1I. | Election of Director: Steve Mollenkopf | Management | For | For |
| 1J. | Election of Director: Clark T. Randt, Jr. | Management | For | For |
| 1K. | Election of Director: Irene B. Rosenfeld | Management | For | For |
| 1L. | Election of Director: Kornelis "Neil" Smit | Management | For | For |
| 1M. | Election of Director: Jean-Pascal Tricoire | Management | For | For |
| 1N. | 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 26, 2021. | | | |
| 3. | To approve, on an advisory basis, our executive | Management | Against | Against |
| compensation. | | | |
Page 6 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| STARBUCKS CORPORATION |
| Security | 855244109 | Meeting Type | Annual |
| Ticker Symbol | SBUX | Meeting Date | 17-Mar-2021 |
| ISIN | US8552441094 | Agenda | 935326935 - 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 (Withdrawn) | 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 |
| 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 | | | |
| 2021. | | | |
| 4. | Employee Board Representation. | Shareholder | Against | For |
| KEYSIGHT TECHNOLOGIES, INC. |
| Security | 49338L103 | Meeting Type | Annual |
| Ticker Symbol | KEYS | Meeting Date | 18-Mar-2021 |
| ISIN | US49338L1035 | Agenda | 935329361 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Director: Ronald S. Nersesian | Management | For | For |
| 1.2 | Election of Director: Charles J. Dockendorff | Management | For | For |
| 1.3 | Election of Director: Robert A. Rango | Management | For | For |
| 2. | To ratify the Audit and Finance Committee's appointment | Management | For | For |
| of PricewaterhouseCoopers LLP as Keysight's | | | |
| independent registered public accounting firm. | | | |
| 3. | To approve, on a non-binding advisory basis, the | Management | For | For |
| compensation of Keysight's named executive officers. | | | |
| 4. | To approve, on a non-binding advisory basis, the | Management | 1 Year | For |
| frequency of the stockholder vote on the compensation of | | | |
| Keysight's named executive officers. | | | |
| SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) |
| Security | 806857108 | Meeting Type | Annual |
| Ticker Symbol | SLB | Meeting Date | 07-Apr-2021 |
| ISIN | AN8068571086 | Agenda | 935338170 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Director: Patrick de La Chevardière | Management | For | For |
| 1.2 | Election of Director: Miguel M. Galuccio | Management | For | For |
| 1.3 | Election of Director: Olivier Le Peuch | Management | For | For |
| 1.4 | Election of Director: Tatiana A. Mitrova | Management | For | For |
| 1.5 | Election of Director: Maria M. Hanssen | Management | For | For |
| 1.6 | Election of Director: Mark G. Papa | Management | For | For |
| 1.7 | Election of Director: Henri Seydoux | Management | For | For |
| 1.8 | 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, 2020; our consolidated statement of | | | |
| income for the year ended December 31, 2020; and our | | | |
| Board of Directors' declarations of dividends in 2020, as | | | |
| reflected in our 2020 Annual Report to Stockholders. | | | |
| 4. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as our independent | | | |
| auditors for 2021. | | | |
| 5. | Approval of an amendment and restatement of the 2017 | Management | For | For |
| Schlumberger Omnibus Stock Incentive Plan. | | | |
| 6. | Approval of an amendment and restatement of the | Management | For | For |
| Schlumberger Discounted Stock Purchase Plan. | | | |
| 7. | Approval of an amendment and restatement of the 2004 | Management | For | For |
| Stock and Deferral Plan for Non-Employee Directors. | | | |
| COLLIERS INTERNATIONAL GROUP INC. |
| Security | 194693107 | Meeting Type | Annual and Special Meeting |
| Ticker Symbol | CIGI | Meeting Date | 14-Apr-2021 |
| ISIN | CA1946931070 | Agenda | 935356661 - 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 Auditor | | | |
| of Colliers for the ensuing year and authorizing the | | | |
| Directors to fix their remuneration. | | | |
| 3 | Approving an amendment to the Colliers Stock Option | Management | For | For |
| Plan to increase the maximum number of Subordinate | | | |
| Voting Shares reserved for issuance pursuant to the | | | |
| exercise of stock options granted thereunder, all as more | | | |
| particularly set forth and described in the accompanying | | | |
| Management Information Circular (the "Circular"). | | | |
| 4 | An advisory resolution on Colliers' approach to executive | Management | Against | Against |
| compensation as set out in the accompanying Circular. | | | |
| 5 | For holders of subordinate voting shares of the Colliers, a | Management | For | For |
| resolution, the full text of which is set out in Appendix A to | | | |
| the accompanying Circular, approving a transaction (the | | | |
| "Transaction") pursuant to which the Colliers will | | | |
| terminate the restated management services agreement | | | |
| with the Colliers Chairman and Chief Executive Officer, | | | |
| Jay S. Hennick, and entities controlled by Mr. Hennick | | | |
| and provide for the orderly elimination of the dual class | | | |
| share structure of the Colliers by not later than | | | |
| September 1, 2028, all as more particularly set forth and | | | |
| described in the accompanying Circular. | | | |
Page 7 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| BANK OF AMERICA CORPORATION |
| Security | 060505104 | Meeting Type | Annual |
| Ticker Symbol | BAC | Meeting Date | 20-Apr-2021 |
| ISIN | US0605051046 | Agenda | 935345670 - 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: Frank P. Bramble, Sr. | Management | For | For |
| 1D. | Election of Director: Pierre J.P. de Weck | Management | For | For |
| 1E. | Election of Director: Arnold W. Donald | Management | For | For |
| 1F. | Election of Director: Linda P. Hudson | Management | For | For |
| 1G. | Election of Director: Monica C. Lozano | Management | For | For |
| 1H. | Election of Director: Thomas J. May | Management | For | For |
| 1I. | Election of Director: Brian T. Moynihan | Management | For | For |
| 1J. | Election of Director: Lionel L. Nowell III | Management | For | For |
| 1K. | Election of Director: Denise L. Ramos | Management | For | For |
| 1L. | Election of Director: Clayton S. Rose | Management | For | For |
| 1M. | Election of Director: Michael D. White | Management | For | For |
| 1N. | Election of Director: Thomas D. Woods | Management | For | For |
| 1O. | Election of Director: R. David Yost | Management | For | For |
| 1P. | Election of Director: Maria T. Zuber | Management | For | For |
| 2. | Approving our executive compensation (an advisory, | Management | For | For |
| nonbinding "Say on Pay" resolution). | | | |
| 3. | Ratifying the appointment of our independent registered | Management | For | For |
| public accounting firm for 2021. | | | |
| 4. | Amending and restating the Bank of America Corporation | Management | For | For |
| Key Employee Equity Plan. | | | |
| 5. | Shareholder proposal requesting amendments to our | Shareholder | For | Against |
| proxy access by law. | | | |
| 6. | Shareholder proposal requesting amendments to allow | Shareholder | For | Against |
| shareholders to act by written consent. | | | |
| 7. | Shareholder proposal requesting a change in | Shareholder | For | Against |
| organizational form. | | | |
| 8. | Shareholder proposal requesting a racial equity audit. | Shareholder | For | Against |
| NORTHERN TRUST CORPORATION |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 20-Apr-2021 |
| ISIN | US6658591044 | Agenda | 935342333 - 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 2020 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, 2021. | | | |
| CITIZENS FINANCIAL GROUP, INC. |
| Security | 174610105 | Meeting Type | Annual |
| Ticker Symbol | CFG | Meeting Date | 22-Apr-2021 |
| ISIN | US1746101054 | Agenda | 935342826 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Bruce Van Saun | Management | For | For |
| 1B. | Election of Director: Lee Alexander | Management | For | For |
| 1C. | Election of Director: Christine M. Cumming | Management | For | For |
| 1D. | Election of Director: William P. Hankowsky | Management | For | For |
| 1E. | Election of Director: Leo I. ("Lee") Higdon | Management | For | For |
| 1F. | Election of Director: Edward J. ("Ned") Kelly III | Management | For | For |
| 1G. | Election of Director: Charles J. ("Bud") Koch | Management | For | For |
| 1H. | Election of Director: Robert G. Leary | Management | For | For |
| 1I. | Election of Director: Terrance J. Lillis | Management | For | For |
| 1J. | Election of Director: Shivan Subramaniam | Management | For | For |
| 1K. | Election of Director: Christopher J. Swift | Management | For | For |
| 1L. | Election of Director: Wendy A. Watson | Management | For | For |
| 1M. | Election of Director: Marita Zuraitis | Management | For | For |
| 2. | Advisory vote on executive compensation. | Management | For | For |
| 3. | Advisory vote on the frequency of future advisory votes | Management | 1 Year | For |
| on executive compensation. | | | |
| 4. | Ratification of the appointment of Deloitte & Touche LLP | Management | For | For |
| as our independent registered public accounting firm for | | | |
| 2021. | | | |
Page 8 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| JOHNSON & JOHNSON |
| Security | 478160104 | Meeting Type | Annual |
| Ticker Symbol | JNJ | Meeting Date | 22-Apr-2021 |
| ISIN | US4781601046 | Agenda | 935345214 - 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: Nadja Y. West | Management | For | For |
| 1N. | Election of Director: Ronald A. Williams | Management | For | For |
| 2. | Advisory Vote to Approve Named Executive Officer | Management | Against | Against |
| Compensation. | | | |
| 3. | Ratification of Appointment of PricewaterhouseCoopers | Management | For | For |
| LLP as the Independent Registered Public Accounting | | | |
| Firm for 2021. | | | |
| 4. | Report on Government Financial Support and Access to | Shareholder | For | Against |
| COVID-19 Vaccines and Therapeutics. | | | |
| 5. | Independent Board Chair. | Shareholder | Against | For |
| 6. | Civil Rights Audit. | Shareholder | For | Against |
| 7. | Executive Compensation Bonus Deferral. | Shareholder | For | Against |
| PFIZER INC. |
| Security | 717081103 | Meeting Type | Annual |
| Ticker Symbol | PFE | Meeting Date | 22-Apr-2021 |
| ISIN | US7170811035 | Agenda | 935344503 - 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: Susan Desmond-Hellmann | 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: Dan R. Littman | Management | For | For |
| 1I. | Election of Director: Shantanu Narayen | Management | For | For |
| 1J. | Election of Director: Suzanne Nora Johnson | Management | For | For |
| 1K. | Election of Director: James Quincey | Management | For | For |
| 1L. | 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 2021. | | | |
| 3. | 2021 advisory approval of executive compensation. | Management | For | For |
| 4. | Shareholder proposal regarding independent chair policy. | Shareholder | Against | For |
| 5. | Shareholder proposal regarding political spending report. | Shareholder | For | Against |
| 6. | Shareholder proposal regarding access to COVID-19 | Shareholder | Against | For |
| products. | | | |
| ABBOTT LABORATORIES |
| Security | 002824100 | Meeting Type | Annual |
| Ticker Symbol | ABT | Meeting Date | 23-Apr-2021 |
| ISIN | US0028241000 | Agenda | 935345125 - 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 | D.W. McDew | | For | For |
| 7 | N. McKinstry | | For | For |
| 8 | W.A. Osborn | | For | For |
| 9 | M.F. Roman | | For | For |
| 10 | D.J. Starks | | For | For |
| 11 | J.G. Stratton | | For | For |
| 12 | G.F. Tilton | | For | For |
| 13 | 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. | | | |
| 4A. | Amendments to the Articles of Incorporation to Eliminate | Management | For | For |
| Statutory Supermajority Voting Standards for: | | | |
| Amendments to the Articles of Incorporation. | | | |
| 4B. | Amendments to the Articles of Incorporation to Eliminate | Management | For | For |
| Statutory Supermajority Voting Standards for: Approval of | | | |
| Certain Extraordinary Transactions. | | | |
| 5. | Shareholder Proposal - Lobbying Disclosure. | Shareholder | For | Against |
| 6. | Shareholder Proposal - Report on Racial Justice. | Shareholder | For | Against |
| 7. | Shareholder Proposal - Independent Board Chairman. | Shareholder | Against | For |
Page 9 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| CITIGROUP INC. |
| Security | 172967424 | Meeting Type | Annual |
| Ticker Symbol | C | Meeting Date | 27-Apr-2021 |
| ISIN | US1729674242 | Agenda | 935349515 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Ellen M. Costello | Management | For | For |
| 1B. | Election of Director: Grace E. Dailey | Management | For | For |
| 1C. | Election of Director: Barbara J. Desoer | Management | For | For |
| 1D. | Election of Director: John C. Dugan | Management | For | For |
| 1E. | Election of Director: Jane N. Fraser | 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 2021. | | | |
| 3. | Advisory vote to approve Citi's 2020 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 an Independent Board | Shareholder | Against | For |
| Chairman. | | | |
| 7. | Stockholder proposal requesting non-management | Shareholder | For | Against |
| employees on director nominee candidate lists. | | | |
| 8. | Stockholder proposal requesting a report disclosing | Shareholder | For | Against |
| information regarding Citi's lobbying payments, policies | | | |
| and activities. | | | |
| 9. | Stockholder proposal requesting a racial equity audit | Shareholder | For | Against |
| analyzing Citi's adverse impacts on nonwhite | | | |
| stakeholders and communities of color. | | | |
| 10. | Stockholder proposal requesting that the Board approve | Shareholder | For | Against |
| an amendment to Citi's Certificate of Incorporation to | | | |
| become a Public Benefit Corporation and to submit the | | | |
| proposed amendment to stockholders for approval. | | | |
| THE PNC FINANCIAL SERVICES GROUP, INC. |
| Security | 693475105 | Meeting Type | Annual |
| Ticker Symbol | PNC | Meeting Date | 27-Apr-2021 |
| ISIN | US6934751057 | Agenda | 935343208 - 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: David L. Cohen | Management | For | For |
| 1F. | Election of Director: William S. Demchak | Management | For | For |
| 1G. | Election of Director: Andrew T. Feldstein | Management | For | For |
| 1H. | Election of Director: Richard J. Harshman | Management | For | For |
| 1I. | Election of Director: Daniel R. Hesse | Management | For | For |
| 1J. | Election of Director: Linda R. Medler | Management | For | For |
| 1K. | Election of Director: Martin Pfinsgraff | Management | For | For |
| 1L. | Election of Director: Toni Townes-Whitley | Management | For | For |
| 1M. | 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 2021. | | | |
| 3. | Advisory vote to approve named executive officer | Management | For | For |
| compensation. | | | |
| 4. | Shareholder proposal regarding report on risk | Shareholder | Against | For |
| management and the nuclear weapons industry. | | | |
Page 10 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| TRUIST FINANCIAL CORPORATION |
| Security | 89832Q109 | Meeting Type | Annual |
| Ticker Symbol | TFC | Meeting Date | 27-Apr-2021 |
| ISIN | US89832Q1094 | Agenda | 935345288 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Jennifer S. | | | |
| Banner | | | |
| 1B. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: K. David Boyer, | | | |
| Jr. | | | |
| 1C. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Agnes Bundy | | | |
| Scanlan | | | |
| 1D. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Anna R. Cablik | | | |
| 1E. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Dallas S. Clement | | | |
| 1F. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Paul D. Donahue | | | |
| 1G. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Paul R. Garcia | | | |
| 1H. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Patrick C. Graney | | | |
| III | | | |
| 1I. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Linnie M. | | | |
| Haynesworth | | | |
| 1J. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Kelly S. King | | | |
| 1K. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Easter A. | | | |
| Maynard | | | |
| 1L. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Donna S. Morea | | | |
| 1M. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Charles A. Patton | | | |
| 1N. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Nido R. Qubein | | | |
| 1O. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: David M. Ratcliffe | | | |
| 1P. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: William H. | | | |
| Rogers, Jr. | | | |
| 1Q. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Frank P. Scruggs, | | | |
| Jr. | | | |
| 1R. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Christine Sears | | | |
| 1S. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Thomas E. Skains | | | |
| 1T. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Bruce L. Tanner | | | |
| 1U. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Thomas N. | | | |
| Thompson | | | |
| 1V. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Steven C. | | | |
| Voorhees | | | |
| 2. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as Truist's independent | | | |
| registered public accounting firm for 2021. | | | |
| 3. | Advisory vote to approve Truist's executive compensation | Management | For | For |
| program. | | | |
| WELLS FARGO & COMPANY |
| Security | 949746101 | Meeting Type | Annual |
| Ticker Symbol | WFC | Meeting Date | 27-Apr-2021 |
| ISIN | US9497461015 | Agenda | 935349363 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Steven D. Black | Management | For | For |
| 1B. | Election of Director: Mark A. Chancy | Management | For | For |
| 1C. | Election of Director: Celeste A. Clark | Management | For | For |
| 1D. | Election of Director: Theodore F. Craver, Jr. | Management | For | For |
| 1E. | Election of Director: Wayne M. Hewett | Management | For | For |
| 1F. | Election of Director: Maria R. Morris | Management | For | For |
| 1G. | Election of Director: Charles H. Noski | Management | For | For |
| 1H. | Election of Director: Richard B. Payne, Jr. | Management | For | For |
| 1I. | Election of Director: Juan A. Pujadas | Management | For | For |
| 1J. | Election of Director: Ronald L. Sargent | Management | For | For |
| 1K. | Election of Director: Charles W. Scharf | Management | For | For |
| 1L. | Election of Director: Suzanne M. Vautrinot | Management | For | For |
| 2. | Advisory resolution to approve executive compensation. | Management | For | For |
| 3. | Ratification of the appointment of KPMG LLP as the | Management | For | For |
| Company's independent registered public accounting firm | | | |
| for 2021. | | | |
| 4. | Shareholder Proposal - Make Shareholder Proxy Access | Shareholder | Against | For |
| More Accessible. | | | |
| 5. | Shareholder Proposal - Amend Certificate of | Shareholder | For | Against |
| Incorporation to Become a Delaware Public Benefit | | | |
| Corporation. | | | |
| 6. | Shareholder Proposal - Report on Incentive-Based | Shareholder | For | Against |
| Compensation and Risks of Material Losses. | | | |
| 7. | Shareholder Proposal - Conduct a Racial Equity Audit. | Shareholder | For | Against |
| CIGNA CORPORATION |
| Security | 125523100 | Meeting Type | Annual |
| Ticker Symbol | CI | Meeting Date | 28-Apr-2021 |
| ISIN | US1255231003 | Agenda | 935350772 - 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 |
| (Retired) | | | |
| 1E. | Election of Director: Isaiah Harris, Jr. | Management | For | For |
| 1F. | Election of Director: George Kurian | 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: Kimberly A. Ross | 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. | Approval of the Amended and Restated Cigna Long- | Management | For | For |
| Term Incentive Plan. | | | |
| 4. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as Cigna's independent | | | |
| registered public accounting firm for 2021. | | | |
| 5. | Shareholder proposal - Shareholder right to act by written | Shareholder | For | Against |
| consent. | | | |
| 6. | Shareholder proposal - Gender pay gap report. | Shareholder | For | Against |
| 7. | Shareholder proposal - Board ideology disclosure policy. | Shareholder | For | Against |
Page 11 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| HCA HEALTHCARE, INC. |
| Security | 40412C101 | Meeting Type | Annual |
| Ticker Symbol | HCA | Meeting Date | 28-Apr-2021 |
| ISIN | US40412C1018 | Agenda | 935354237 - 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, 2021. | | | |
| 3. | Advisory vote to approve named executive officer | Management | Against | Against |
| compensation. | | | |
| 4. | Stockholder proposal, if properly presented at the | Shareholder | Against | For |
| meeting, requesting that the Board of Directors take the | | | |
| steps necessary to allow stockholders to act by written | | | |
| consent. | | | |
| 5. | Stockholder proposal, if properly presented at the | Shareholder | For | Against |
| meeting, requesting a report on the feasibility of | | | |
| increasing the impact of quality metrics on executive | | | |
| compensation. | | | |
| CORNING INCORPORATED |
| Security | 219350105 | Meeting Type | Annual |
| Ticker Symbol | GLW | Meeting Date | 29-Apr-2021 |
| ISIN | US2193501051 | Agenda | 935346975 - 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: Roger W. Ferguson, Jr. | Management | For | For |
| 1G. | Election of Director: Deborah A. Henretta | Management | For | For |
| 1H. | Election of Director: Daniel P. Huttenlocher | Management | For | For |
| 1I. | Election of Director: Kurt M. Landgraf | Management | For | For |
| 1J. | Election of Director: Kevin J. Martin | Management | For | For |
| 1K. | Election of Director: Deborah D. Rieman | Management | For | For |
| 1L. | Election of Director: Hansel E. Tookes, II | Management | For | For |
| 1M. | Election of Director: Wendell P. Weeks | Management | For | For |
| 1N. | Election of Director: Mark S. Wrighton | Management | For | For |
| 2. | Advisory approval of our executive compensation (Say on | Management | For | For |
| 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, 2021. | | | |
| 4. | Approval of our 2021 Long-Term Incentive Plan. | Management | For | For |
| EOG RESOURCES, INC. |
| Security | 26875P101 | Meeting Type | Annual |
| Ticker Symbol | EOG | Meeting Date | 29-Apr-2021 |
| ISIN | US26875P1012 | Agenda | 935350835 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director to hold office until the 2022 annual | Management | For | For |
| meeting: Janet F. Clark | | | |
| 1B. | Election of Director to hold office until the 2022 annual | Management | For | For |
| meeting: Charles R. Crisp | | | |
| 1C. | Election of Director to hold office until the 2022 annual | Management | For | For |
| meeting: Robert P. Daniels | | | |
| 1D. | Election of Director to hold office until the 2022 annual | Management | For | For |
| meeting: James C. Day | | | |
| 1E. | Election of Director to hold office until the 2022 annual | Management | For | For |
| meeting: C. Christopher Gaut | | | |
| 1F. | Election of Director to hold office until the 2022 annual | Management | For | For |
| meeting: Michael T. Kerr | | | |
| 1G. | Election of Director to hold office until the 2022 annual | Management | For | For |
| meeting: Julie J. Robertson | | | |
| 1H. | Election of Director to hold office until the 2022 annual | Management | For | For |
| meeting: Donald F. Textor | | | |
| 1I. | Election of Director to hold office until the 2022 annual | Management | For | For |
| meeting: William R. Thomas | | | |
| 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, 2021. | | | |
| 3. | To approve the EOG Resources, Inc. 2021 Omnibus | Management | For | For |
| Equity Compensation Plan. | | | |
| 4. | To approve, by non-binding vote, the compensation of | Management | For | For |
| the Company's named executive officers. | | | |
Page 12 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| KIMBERLY-CLARK CORPORATION |
| Security | 494368103 | Meeting Type | Annual |
| Ticker Symbol | KMB | Meeting Date | 29-Apr-2021 |
| ISIN | US4943681035 | Agenda | 935343272 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: John W. Culver | 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. | Approval of 2021 Equity Participation Plan. | Management | For | For |
| 5. | Approval of 2021 Outside Directors' Compensation Plan. | Management | For | For |
| 6. | Reduce Ownership Threshold required to call a Special | Management | For | For |
| Meeting of Stockholders. | | | |
| 7. | Stockholder Proposal Regarding Right to Act by Written | Shareholder | For | Against |
| Consent. | | | |
| THE GOLDMAN SACHS GROUP, INC. |
| Security | 38141G104 | Meeting Type | Annual |
| Ticker Symbol | GS | Meeting Date | 29-Apr-2021 |
| ISIN | US38141G1040 | Agenda | 935349351 - 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: Jessica R. Uhl | Management | For | For |
| 1K. | Election of Director: David A. Viniar | Management | For | For |
| 1L. | Election of Director: Mark O. Winkelman | Management | For | For |
| 2. | Advisory Vote to Approve Executive Compensation (Say | Management | Against | Against |
| on Pay). | | | |
| 3. | Approval of The Goldman Sachs Amended and Restated | Management | For | For |
| Stock Incentive Plan (2021). | | | |
| 4. | Ratification of PricewaterhouseCoopers LLP as our | Management | For | For |
| Independent Registered Public Accounting Firm for 2021. | | | |
| 5. | Shareholder Proposal Regarding Shareholder Right to | Shareholder | Against | For |
| Act by Written Consent. | | | |
| 6. | Shareholder Proposal Regarding a Report on the Effects | Shareholder | For | Against |
| of the Use of Mandatory Arbitration. | | | |
| 7. | Shareholder Proposal Regarding Conversion to a Public | Shareholder | For | Against |
| Benefit Corporation. | | | |
| 8. | Shareholder Proposal Regarding a Racial Equity Audit | Shareholder | For | Against |
| ZIONS BANCORPORATION |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 30-Apr-2021 |
| ISIN | US9897011071 | Agenda | 935348854 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Maria Contreras-Sweet | 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: Claire A. Huang | 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 13 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| TOPBUILD CORP |
| Security | 89055F103 | Meeting Type | Annual |
| Ticker Symbol | BLD | Meeting Date | 03-May-2021 |
| ISIN | US89055F1030 | Agenda | 935353881 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Alec C. Covington | Management | For | For |
| 1B. | Election of Director: Robert Buck | 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, 2021. | | | |
| 3. | To approve, on an advisory basis, the compensation of | Management | For | For |
| the Company's named executive officers. | | | |
| BRISTOL-MYERS SQUIBB COMPANY |
| Security | 110122108 | Meeting Type | Annual |
| Ticker Symbol | BMY | Meeting Date | 04-May-2021 |
| ISIN | US1101221083 | Agenda | 935359643 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A) | Election of Director: Peter J. Arduini | Management | For | For |
| 1B) | Election of Director: Michael W. Bonney | Management | For | For |
| 1C) | Election of Director: Giovanni Caforio, M.D. | Management | For | For |
| 1D) | Election of Director: Julia A. Haller, M.D. | Management | For | For |
| 1E) | Election of Director: Paula A. Price | Management | For | For |
| 1F) | Election of Director: Derica W. Rice | Management | For | For |
| 1G) | Election of Director: Theodore R. Samuels | Management | For | For |
| 1H) | Election of Director: Gerald L. Storch | Management | For | For |
| 1I) | Election of Director: Karen Vousden, Ph.D. | Management | For | For |
| 1J) | Election of Director: Phyllis R. Yale | Management | For | For |
| 2. | Advisory Vote to Approve the Compensation of our | Management | For | For |
| Named Executive Officers. | | | |
| 3. | Approval of the Company's 2021 Stock Award and | Management | For | For |
| Incentive Plan. | | | |
| 4. | Ratification of the Appointment of an Independent | Management | For | For |
| Registered Public Accounting Firm. | | | |
| 5. | Approval of an Amendment to the Certificate of | Management | For | For |
| Incorporation to Lower the Ownership Threshold for | | | |
| Special Shareholder Meetings to 15%. | | | |
| 6. | Shareholder Proposal on Adoption of a Board Policy that | Shareholder | For | Against |
| the Chairperson of the Board be an Independent Director. | | | |
| 7. | Shareholder Proposal on Shareholder Right to Act by | Shareholder | Against | For |
| Written Consent. | | | |
| 8. | Shareholder Proposal to Lower the Ownership Threshold | Shareholder | For | Against |
| for Special Shareholder Meetings to 10%. | | | |
| GENERAL ELECTRIC COMPANY |
| Security | 369604103 | Meeting Type | Annual |
| Ticker Symbol | GE | Meeting Date | 04-May-2021 |
| ISIN | US3696041033 | Agenda | 935357954 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Sébastien Bazin | Management | For | For |
| 1B. | Election of Director: Ashton Carter | Management | For | For |
| 1C. | Election of Director: H. Lawrence Culp, Jr. | Management | For | For |
| 1D. | Election of Director: Francisco D'Souza | Management | For | For |
| 1E. | Election of Director: Edward Garden | Management | For | For |
| 1F. | Election of Director: Thomas Horton | Management | For | For |
| 1G. | Election of Director: Risa Lavizzo-Mourey | Management | For | For |
| 1H. | Election of Director: Catherine Lesjak | Management | For | For |
| 1I. | Election of Director: Paula Rosput Reynolds | Management | For | For |
| 1J. | Election of Director: Leslie Seidman | Management | For | For |
| 1K. | Election of Director: James Tisch | Management | For | For |
| 2. | Advisory Approval of Our Named Executives' | Management | Against | Against |
| Compensation. | | | |
| 3. | Ratification of Deloitte as Independent Auditor for 2021. | Management | For | For |
| 4. | Approval of Reverse Stock Split and Reduction in our | Management | For | For |
| Authorized Stock and Par Value. | | | |
| 5. | Require Nomination of at Least Two Candidates for Each | Shareholder | For | Against |
| Board Seat. | | | |
| 6. | Require the Chairman of the Board to be Independent. | Shareholder | Against | For |
| 7. | Report on Meeting the Criteria of the Net Zero Indicator. | Management | For | For |
| DISCOVER FINANCIAL SERVICES |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 05-May-2021 |
| ISIN | US2547091080 | Agenda | 935348765 - 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: David L. Rawlinson II | Management | For | For |
| 1K. | Election of Director: Mark A. Thierer | Management | For | For |
| 1L. | Election of Director: Jennifer L. Wong | Management | For | For |
| 2. | Advisory vote to approve named executive officer | Management | For | For |
| compensation. | | | |
| 3. | To ratify the appointment of Deloitte & Touche LLP as the | Management | For | For |
| Company's independent registered public accounting | | | |
| firm. | | | |
Page 14 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| GENERAL DYNAMICS CORPORATION |
| Security | 369550108 | Meeting Type | Annual |
| Ticker Symbol | GD | Meeting Date | 05-May-2021 |
| ISIN | US3695501086 | Agenda | 935359338 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: James S. Crown | Management | For | For |
| 1B. | Election of Director: Rudy F. deLeon | Management | For | For |
| 1C. | Election of Director: Cecil D. Haney | Management | For | For |
| 1D. | Election of Director: Mark M. Malcolm | Management | For | For |
| 1E. | Election of Director: James N. Mattis | Management | For | For |
| 1F. | Election of Director: Phebe N. Novakovic | Management | For | For |
| 1G. | Election of Director: C. Howard Nye | Management | For | For |
| 1H. | Election of Director: Catherine B. Reynolds | Management | For | For |
| 1I. | Election of Director: Laura J. Schumacher | Management | For | For |
| 1J. | Election of Director: Robert K. Steel | Management | For | For |
| 1K. | Election of Director: John G. Stratton | Management | For | For |
| 1L. | Election of Director: Peter A. Wall | Management | For | For |
| 2. | Advisory Vote on the Selection of Independent Auditors. | Management | For | For |
| 3. | Advisory Vote to approve Executive Compensation. | Management | For | For |
| 4. | Shareholder Proposal to reduce the ownership threshold | Shareholder | For | Against |
| required to call a Special Shareholder meeting. | | | |
| THE KRAFT HEINZ COMPANY |
| Security | 500754106 | Meeting Type | Annual |
| Ticker Symbol | KHC | Meeting Date | 06-May-2021 |
| ISIN | US5007541064 | Agenda | 935357396 - 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: João M. Castro-Neves | Management | For | For |
| 1E. | Election of Director: Lori Dickerson Fouché | Management | For | For |
| 1F. | Election of Director: Timothy Kenesey | Management | For | For |
| 1G. | Election of Director: Elio Leoni Sceti | Management | For | For |
| 1H. | Election of Director: Susan Mulder | Management | For | For |
| 1I. | Election of Director: Miguel Patricio | Management | For | For |
| 1J. | Election of Director: John C. Pope | Management | For | For |
| 1K. | Election of Director: Alexandre Van Damme | Management | For | For |
| 2. | Advisory vote to approve executive compensation. | Management | For | For |
| 3. | Ratification of the selection of PricewaterhouseCoopers | Management | For | For |
| LLP as our independent auditors for 2021. | | | |
| ABBVIE INC. |
| Security | 00287Y109 | Meeting Type | Annual |
| Ticker Symbol | ABBV | Meeting Date | 07-May-2021 |
| ISIN | US00287Y1091 | Agenda | 935357891 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Roxanne S. Austin | | For | For |
| 2 | Richard A. Gonzalez | | For | For |
| 3 | Rebecca B. Roberts | | For | For |
| 4 | Glenn F. Tilton | | For | For |
| 2. | Ratification of Ernst & Young LLP as AbbVie's | Management | For | For |
| independent registered public accounting firm for 2021. | | | |
| 3. | Say on Pay-An advisory vote on the approval of | Management | For | For |
| executive compensation. | | | |
| 4. | Approval of the Amended and Restated 2013 Incentive | Management | For | For |
| Stock Program. | | | |
| 5. | Approval of the Amended and Restated 2013 Employee | Management | For | For |
| Stock Purchase Plan for non-U.S. employees. | | | |
| 6. | Approval of a management proposal regarding | Management | For | For |
| amendment of the certificate of incorporation to eliminate | | | |
| supermajority voting. | | | |
| 7. | Stockholder Proposal - to Issue an Annual Report on | Shareholder | For | Against |
| Lobbying. | | | | |
| 8. | Stockholder Proposal - to Adopt a Policy to Require | Shareholder | Against | For |
| Independent Chairman. | | | |
Page 15 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| 3M COMPANY |
| Security | 88579Y101 | Meeting Type | Annual |
| Ticker Symbol | MMM | Meeting Date | 11-May-2021 |
| ISIN | US88579Y1010 | Agenda | 935359085 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Elect the member to the Board of Directors for a term of | Management | For | For |
| one year: Thomas "Tony" K. Brown | | | |
| 1B. | Elect the member to the Board of Directors for a term of | Management | For | For |
| one year: Pamela J. Craig | | | |
| 1C. | Elect the member to the Board of Directors for a term of | Management | For | For |
| one year: David B. Dillon | | | |
| 1D. | Elect the member to the Board of Directors for a term of | Management | For | For |
| one year: Michael L. Eskew | | | |
| 1E. | Elect the member to the Board of Directors for a term of | Management | For | For |
| one year: James R. Fitterling | | | |
| 1F. | Elect the member to the Board of Directors for a term of | Management | For | For |
| one year: Herbert L. Henkel | | | |
| 1G. | Elect the member to the Board of Directors for a term of | Management | For | For |
| one year: Amy E. Hood | | | |
| 1H. | Elect the member to the Board of Directors for a term of | Management | For | For |
| one year: Muhtar Kent | | | |
| 1I. | Elect the member to the Board of Directors for a term of | Management | For | For |
| one year: Dambisa F. Moyo | | | |
| 1J. | Elect the member to the Board of Directors for a term of | Management | For | For |
| one year: Gregory R. Page | | | |
| 1K. | Elect the member to the Board of Directors for a term of | Management | For | For |
| one year: Michael F. Roman | | | |
| 1L. | Elect the member to the Board of Directors for a term of | Management | For | For |
| one year: Patricia A. Woertz | | | |
| 2. | To ratify the appointment of PricewaterhouseCoopers | Management | For | For |
| LLP as 3M's independent registered public accounting | | | |
| firm. | | | |
| 3. | Advisory approval of executive compensation. | Management | For | For |
| 4. | To approve the amendment and restatement of 3M | Management | For | For |
| Company 2016 Long-Term Incentive Plan. | | | |
| 5. | Shareholder proposal on setting target amounts for CEO | Shareholder | For | Against |
| compensation. | | | |
| 6. | Shareholder proposal on transitioning the Company to a | Shareholder | For | Against |
| public benefit corporation. | | | |
| LKQ CORPORATION |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 11-May-2021 |
| ISIN | US5018892084 | Agenda | 935362878 - 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: Guhan Subramanian | Management | For | For |
| 1I. | Election of Director: Xavier Urbain | Management | For | For |
| 1J. | Election of Director: Jacob H. Welch | Management | For | For |
| 1K. | Election of Director: Dominick Zarcone | Management | For | For |
| 2. | Ratification of the appointment of Deloitte & Touche LLP | Management | For | For |
| as our independent registered public accounting firm for | | | |
| our fiscal year ending December 31, 2021. | | | |
| 3. | Approval, on an advisory basis, of the compensation of | Management | For | For |
| our named executive officers. | | | |
| SIMON PROPERTY GROUP, INC. |
| Security | 828806109 | Meeting Type | Annual |
| Ticker Symbol | SPG | Meeting Date | 12-May-2021 |
| ISIN | US8288061091 | Agenda | 935360608 - 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 | Management | For | For |
| Named Executive Officers. | | | |
| 3. | Ratification of Ernst & Young LLP as our Independent | Management | For | For |
| Registered Public Accounting Firm for 2021. | | | |
Page 16 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| CVS HEALTH CORPORATION |
| Security | 126650100 | Meeting Type | Annual |
| Ticker Symbol | CVS | Meeting Date | 13-May-2021 |
| ISIN | US1266501006 | Agenda | 935366927 - 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: Karen S. Lynch | 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 | Management | For | For |
| registered public accounting firm for 2021. | | | |
| 3. | Say on Pay, a proposal to approve, on an advisory basis, | Management | Against | Against |
| the Company's executive compensation. | | | |
| 4. | Stockholder proposal for reducing the threshold for our | Shareholder | For | Against |
| stockholder right to act by written consent. | | | |
| 5. | Stockholder proposal regarding our independent Board | Shareholder | Against | For |
| Chair. | | | |
| LAS VEGAS SANDS CORP. |
| Security | 517834107 | Meeting Type | Annual |
| Ticker Symbol | LVS | Meeting Date | 13-May-2021 |
| ISIN | US5178341070 | Agenda | 935369961 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Irwin Chafetz | | For | For |
| 2 | Micheline Chau | | For | For |
| 3 | Patrick Dumont | | For | For |
| 4 | Charles D. Forman | | For | For |
| 5 | Robert G. Goldstein | | For | For |
| 6 | George Jamieson | | For | For |
| 7 | Nora M. Jordan | | For | For |
| 8 | Charles A. Koppelman | | For | For |
| 9 | Lewis Kramer | | For | For |
| 10 | David F. Levi | | For | For |
| 2. | Ratification of the appointment of Deloitte & Touche LLP | Management | For | For |
| as the Company's independent registered public | | | |
| accounting firm for the year ending December 31, 2021. | | | |
| 3. | An advisory (non-binding) vote to approve the | Management | For | For |
| compensation of the named executive officers. | | | |
| THE CHARLES SCHWAB CORPORATION |
| Security | 808513105 | Meeting Type | Annual |
| Ticker Symbol | SCHW | Meeting Date | 13-May-2021 |
| ISIN | US8085131055 | Agenda | 935378302 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Walter W. Bettinger II | Management | For | For |
| 1B. | Election of Director: Joan T. Dea | Management | For | For |
| 1C. | Election of Director: Christopher V. Dodds | Management | For | For |
| 1D. | Election of Director: Mark A. Goldfarb | Management | For | For |
| 1E. | Election of Director: Bharat B. Masrani | Management | For | For |
| 1F. | Election of Director: Charles A. Ruffel | Management | For | For |
| 2. | Ratification of the selection of Deloitte & Touche LLP as | Management | For | For |
| independent auditors. | | | |
| 3. | Advisory vote to approve named executive officer | Management | For | For |
| compensation. | | | |
| 4. | Stockholder Proposal requesting disclosure of lobbying | Shareholder | For | Against |
| policy, procedures and oversight; lobbying expenditures; | | | |
| and participation in organizations engaged in lobbying. | | | |
| 5. | Stockholder Proposal requesting declassification of the | Shareholder | For | Against |
| board of directors to elect each director annually. | | | |
| AMGEN INC. |
| Security | 031162100 | Meeting Type | Annual |
| Ticker Symbol | AMGN | Meeting Date | 18-May-2021 |
| ISIN | US0311621009 | Agenda | 935375382 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director for a term of office expiring at the | Management | For | For |
| 2022 annual meeting: Dr. Wanda M. Austin | | | |
| 1B. | Election of Director for a term of office expiring at the | Management | For | For |
| 2022 annual meeting: Mr. Robert A. Bradway | | | |
| 1C. | Election of Director for a term of office expiring at the | Management | For | For |
| 2022 annual meeting: Dr. Brian J. Druker | | | |
| 1D. | Election of Director for a term of office expiring at the | Management | For | For |
| 2022 annual meeting: Mr. Robert A. Eckert | | | |
| 1E. | Election of Director for a term of office expiring at the | Management | For | For |
| 2022 annual meeting: Mr. Greg C. Garland | | | |
| 1F. | Election of Director for a term of office expiring at the | Management | For | For |
| 2022 annual meeting: Mr. Charles M. Holley, Jr. | | | |
| 1G. | Election of Director for a term of office expiring at the | Management | For | For |
| 2022 annual meeting: Dr. Tyler Jacks | | | |
| 1H. | Election of Director for a term of office expiring at the | Management | For | For |
| 2022 annual meeting: Ms. Ellen J. Kullman | | | |
| 1I. | Election of Director for a term of office expiring at the | Management | For | For |
| 2022 annual meeting: Ms. Amy E. Miles | | | |
| 1J. | Election of Director for a term of office expiring at the | Management | For | For |
| 2022 annual meeting: Dr. Ronald D. Sugar | | | |
| 1K. | Election of Director for a term of office expiring at the | Management | For | For |
| 2022 annual meeting: Dr. R. Sanders Williams | | | |
| 2. | Advisory vote to approve our executive compensation. | Management | For | For |
| 3. | To ratify the selection of Ernst & Young LLP as our | Management | For | For |
| independent registered public accountants for the fiscal | | | |
| year ending December 31, 2021. | | | |
Page 17 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| JPMORGAN CHASE & CO. |
| Security | 46625H100 | Meeting Type | Annual |
| Ticker Symbol | JPM | Meeting Date | 18-May-2021 |
| ISIN | US46625H1005 | Agenda | 935372285 - 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: Phebe N. Novakovic | Management | For | For |
| 1J. | Election of Director: Virginia M. Rometty | Management | For | For |
| 2. | Advisory resolution to approve executive compensation. | Management | For | For |
| 3. | Approval of Amended and Restated Long-Term Incentive | Management | For | For |
| Plan effective May 18, 2021. | | | |
| 4. | Ratification of independent registered public accounting | Management | For | For |
| firm. | | | |
| 5. | Improve shareholder written consent. | Shareholder | For | Against |
| 6. | Racial equity audit and report. | Shareholder | For | Against |
| 7. | Independent board chairman. | Shareholder | Against | For |
| 8. | Political and electioneering expenditure congruency | Shareholder | For | Against |
| report. | | | |
| FISERV, INC. |
| Security | 337738108 | Meeting Type | Annual |
| Ticker Symbol | FISV | Meeting Date | 19-May-2021 |
| ISIN | US3377381088 | Agenda | 935377893 - 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 | Kevin M. Warren | | For | For |
| 2. | To approve, on an advisory basis, the compensation of | Management | For | For |
| the named executive officers of Fiserv, Inc. | | | |
| 3. | To ratify the appointment of Deloitte & Touche LLP as the | Management | For | For |
| independent registered public accounting firm of Fiserv, | | | |
| Inc. for 2021. | | | |
| STATE STREET CORPORATION |
| Security | 857477103 | Meeting Type | Annual |
| Ticker Symbol | STT | Meeting Date | 19-May-2021 |
| ISIN | US8574771031 | Agenda | 935380408 - 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: A. Fawcett | Management | For | For |
| 1D. | Election of Director: W. Freda | Management | For | For |
| 1E. | Election of Director: S. Mathew | Management | For | For |
| 1F. | Election of Director: W. Meaney | Management | For | For |
| 1G. | Election of Director: R. O'Hanley | Management | For | For |
| 1H. | Election of Director: S. O'Sullivan | Management | For | For |
| 1I. | Election of Director: J. Portalatin | Management | For | For |
| 1J. | Election of Director: J. Rhea | Management | For | For |
| 1K. | Election of Director: R. Sergel | Management | For | For |
| 1L. | 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, 2021. | | | |
| 4. | Shareholder proposal requesting that the board oversee | Shareholder | For | Against |
| a racial equity audit. | | | |
| WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP |
| Security | 929740108 | Meeting Type | Annual |
| Ticker Symbol | WAB | Meeting Date | 19-May-2021 |
| ISIN | US9297401088 | Agenda | 935373516 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Linda Harty | | For | For |
| 2 | Brian Hehir | | For | For |
| 3 | Michael Howell | | For | For |
| 2. | Approve an advisory (non-binding) resolution relating to | Management | For | For |
| the approval of 2020 named executive officer | | | |
| compensation. | | | |
| 3. | Ratify the appointment of Ernst & Young LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| 2021 fiscal year. | | | |
Page 18 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| MERCK & CO., INC. |
| Security | 58933Y105 | Meeting Type | Annual |
| Ticker Symbol | MRK | Meeting Date | 25-May-2021 |
| ISIN | US58933Y1055 | Agenda | 935381044 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Leslie A. Brun | Management | For | For |
| 1B. | Election of Director: Mary Ellen Coe | Management | For | For |
| 1C. | Election of Director: Pamela J. Craig | Management | For | For |
| 1D. | Election of Director: Kenneth C. Frazier | Management | For | For |
| 1E. | Election of Director: Thomas H. Glocer | Management | For | For |
| 1F. | Election of Director: Risa J. Lavizzo-Mourey | Management | For | For |
| 1G. | Election of Director: Stephen L. Mayo | 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 2021. | | | |
| 4. | Shareholder proposal concerning a shareholder right to | Shareholder | For | Against |
| act by written consent. | | | |
| 5. | Shareholder proposal regarding access to COVID-19 | Shareholder | For | Against |
| products. | | | |
| CHEVRON CORPORATION |
| Security | 166764100 | Meeting Type | Annual |
| Ticker Symbol | CVX | Meeting Date | 26-May-2021 |
| ISIN | US1667641005 | Agenda | 935390132 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Wanda M. Austin | Management | For | For |
| 1B. | Election of Director: John B. Frank | Management | For | For |
| 1C. | Election of Director: Alice P. Gast | Management | For | For |
| 1D. | Election of Director: Enrique Hernandez, Jr. | Management | For | For |
| 1E. | Election of Director: Marillyn A. Hewson | Management | For | For |
| 1F. | Election of Director: Jon M. Huntsman Jr. | Management | For | For |
| 1G. | Election of Director: Charles W. Moorman IV | Management | For | For |
| 1H. | Election of Director: Dambisa F. Moyo | Management | For | For |
| 1I. | Election of Director: Debra Reed-Klages | Management | For | For |
| 1J. | Election of Director: Ronald D. Sugar | Management | For | For |
| 1K. | Election of Director: D. James Umpleby III | Management | For | For |
| 1L. | Election of Director: Michael K. Wirth | Management | For | For |
| 2. | Ratification of Appointment of PricewaterhouseCoopers | Management | For | For |
| LLP as Independent Registered Public Accounting Firm. | | | |
| 3. | Advisory Vote to Approve Named Executive Officer | Management | For | For |
| Compensation. | | | |
| 4. | Reduce Scope 3 Emissions. | Shareholder | For | Against |
| 5. | Report on Impacts of Net Zero 2050 Scenario. | Shareholder | For | Against |
| 6. | Shift to Public Benefit Corporation. | Shareholder | For | Against |
| 7. | Report on Lobbying. | Shareholder | For | Against |
| 8. | Independent Chair. | Shareholder | Against | For |
| 9. | Special Meetings. | Shareholder | For | Against |
| EXXON MOBIL CORPORATION |
| Security | 30231G102 | Meeting Type | Contested-Annual |
| Ticker Symbol | XOM | Meeting Date | 26-May-2021 |
| ISIN | US30231G1022 | Agenda | 935352017 - Opposition |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Gregory J. Goff | | Withheld | Against |
| 2 | Kaisa Hietala | | Withheld | Against |
| 3 | Alexander A. Karsner | | Withheld | Against |
| 4 | Anders Runevad | | Withheld | Against |
| 5 | MGT NOM. M.J. Angelakis | | For | For |
| 6 | MGT NOM. Susan K. Avery | | For | For |
| 7 | MGT NOM. Angela F Braly | | For | For |
| 8 | MGT NOM. Ursula M Burns | | For | For |
| 9 | MGT NOM. K. C. Frazier | | For | For |
| 10 | MGT NOM. J. L. Hooley | | For | For |
| 11 | MGT NOM. J. W. Ubben | | For | For |
| 12 | MGT NOM. D. W. Woods | | For | For |
| 2. | Company proposal to ratify the appointment of | Management | Abstain | Against |
| PricewaterhouseCoopers LLP as the Company's | | | |
| independent registered public accounting firm to audit the | | | |
| Company's financial statements for 2021. | | | |
| 3. | Company proposal to approve, on an advisory basis, the | Management | For | Against |
| compensation of the Company's Named Executive | | | |
| Officers. | | | |
| 4. | Independent Chairman | Management | Against | For |
| 5. | Special Shareholder Meetings | Management | For | Against |
| 6. | Report on Scenario Analysis | Management | For | Against |
| 7. | Report on Environment Expenditures | Management | Against | For |
| 8. | Report on Political Contributions | Management | For | Against |
| 9. | Report on Lobbying | Management | For | Against |
| 10. | Report on Climate Lobbying | Management | For | Against |
Page 19 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| EXXON MOBIL CORPORATION |
| Security | 30231G102 | Meeting Type | Contested-Annual |
| Ticker Symbol | XOM | Meeting Date | 26-May-2021 |
| ISIN | US30231G1022 | Agenda | 935378338 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Michael J. Angelakis | | For | For |
| 2 | Susan K. Avery | | For | For |
| 3 | Angela F. Braly | | For | For |
| 4 | Ursula M. Burns | | For | For |
| 5 | Kenneth C. Frazier | | For | For |
| 6 | Joseph L. Hooley | | For | For |
| 7 | Steven A. Kandarian | | For | For |
| 8 | Douglas R. Oberhelman | | For | For |
| 9 | Samuel J. Palmisano | | For | For |
| 10 | Jeffrey W. Ubben | | For | For |
| 11 | Darren W. Woods | | For | For |
| 12 | Wan Zulkiflee | | For | For |
| 2. | Ratification of Independent Auditors. | Management | For | For |
| 3. | Advisory Vote to Approve Executive Compensation. | Management | For | For |
| 4. | Independent Chairman. | Shareholder | Against | Against |
| 5. | Special Shareholder Meetings. | Shareholder | For | Against |
| 6. | Report on Scenario Analysis. | Shareholder | For | Against |
| 7. | Report on Environmental Expenditures. | Shareholder | Against | Against |
| 8. | Report on Political Contributions. | Shareholder | For | Against |
| 9. | Report on Lobbying. | Shareholder | For | Against |
| 10. | Report on Climate Lobbying. | Shareholder | For | Against |
Page 20 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| FACEBOOK, INC. |
| Security | 30303M102 | Meeting Type | Annual |
| Ticker Symbol | FB | Meeting Date | 26-May-2021 |
| ISIN | US30303M1027 | Agenda | 935395891 - 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, | | | |
| 2021. | | | | |
| 3. | To approve an amendment to the director compensation | Management | For | For |
| policy. | | | | |
| 4. | A shareholder proposal regarding dual class capital | Shareholder | For | Against |
| structure. | | | | |
| 5. | A shareholder proposal regarding an independent chair. | Shareholder | Against | For |
| 6. | A shareholder proposal regarding child exploitation. | Shareholder | For | Against |
| 7. | A shareholder proposal regarding human/civil rights | Shareholder | For | Against |
| expert on board. | | | |
| 8. | A shareholder proposal regarding platform misuse. | Shareholder | For | Against |
| 9. | A shareholder proposal regarding public benefit | Shareholder | For | Against |
| corporation. | | | | |
| NXP SEMICONDUCTORS NV. |
| Security | N6596X109 | Meeting Type | Annual |
| Ticker Symbol | NXPI | Meeting Date | 26-May-2021 |
| ISIN | NL0009538784 | Agenda | 935428335 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Adoption of the 2020 Statutory Annual Accounts. | Management | For | For |
| 2. | Discharge of the members of the Board for their | Management | For | For |
| responsibilities in the financial year ended December 31, | | | |
| 2020 | | | |
| 3A. | Re-appoint Kurt Sievers as executive director | Management | For | For |
| 3B. | Re-appoint Sir Peter Bonfield as non-executive director | Management | For | For |
| 3C. | Appoint Annette Clayton as non-executive director | Management | For | For |
| 3D. | Appoint Anthony Foxx as non-executive director | Management | For | For |
| 3E. | Re-appoint Kenneth A. Goldman as non-executive | Management | For | For |
| director | | | |
| 3F. | Re-appoint Josef Kaeser as non-executive director | Management | For | For |
| 3G. | Re-appoint Lena Olving as non-executive director | Management | For | For |
| 3H. | Re-appoint Peter Smitham as non-executive director | Management | For | For |
| 3I. | Re-appoint Julie Southern as non-executive director | Management | For | For |
| 3J. | Re-appoint Jasmin Staiblin as non-executive director | Management | For | For |
| 3K. | Re-appoint Gregory Summe as non-executive director | Management | For | For |
| 3L. | 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. | Approval of the amended remuneration of the non- | Management | For | For |
| executive members of the Board | | | |
| 9. | Non-binding, advisory approval of the Named Executive | Management | For | For |
| Officers' compensation | | | |
| PAYPAL HOLDINGS, INC. |
| Security | 70450Y103 | Meeting Type | Annual |
| Ticker Symbol | PYPL | Meeting Date | 26-May-2021 |
| ISIN | US70450Y1038 | Agenda | 935392617 - 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 | For | For |
| compensation. | | | |
| 3. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as our independent auditor | | | |
| for 2021. | | | |
| 4. | Stockholder proposal - Stockholder right to act by written | Shareholder | For | Against |
| consent. | | | |
| 5. | Stockholder Proposal - Assessing Inclusion in the | Shareholder | For | Against |
| Workplace. | | | |
Page 21 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| ALLIANCE DATA SYSTEMS CORPORATION |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 27-May-2021 |
| ISIN | US0185811082 | Agenda | 935398708 - 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: Karin J. Kimbrough | Management | For | For |
| 1.5 | Election of Director: Rajesh Natarajan | Management | For | For |
| 1.6 | Election of Director: Timothy J. Theriault | Management | For | For |
| 1.7 | Election of Director: Laurie A. Tucker | Management | For | For |
| 1.8 | Election of Director: Sharen J. Turney | Management | For | For |
| 2. | Advisory vote to approve executive compensation. | Management | Against | Against |
| 3. | Ratification of the selection of Deloitte & Touche LLP as | Management | For | For |
| the independent registered public accounting firm of | | | |
| Alliance Data Systems Corporation for 2021. | | | |
| MIMEDX GROUP, INC. |
| Security | 602496101 | Meeting Type | Annual |
| Ticker Symbol | MDXG | Meeting Date | 27-May-2021 |
| ISIN | US6024961012 | Agenda | 935432461 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | M. Kathleen Behrens | | For | For |
| 2 | K. Todd Newton | | For | For |
| 3 | Timothy R. Wright | | For | For |
| 2A. | Election of Director (Class III): Phyllis Gardner | Management | For | For |
| 3. | Advisory approval of executive compensation. | Management | For | For |
| 4. | Ratification of Deloitte & Touche LLP as the Company's | Management | For | For |
| independent registered public accounting firm for the | | | |
| fiscal year ending December 31, 2021. | | | |
| 5. | Approval of an amendment to the Company's Restated | Management | For | For |
| Articles of Incorporation (the "Articles") to declassify the | | | |
| board of directors of the Company. | | | |
| 6. | Approval of an amendment to the Articles to reduce the | Management | For | For |
| ownership threshold to call a special shareholders' | | | |
| meeting. | | | | |
| 7. | Approval of an amendment to the Company's Amended | Management | For | For |
| and Restated Bylaws to adopt proxy access. | | | |
| PIONEER NATURAL RESOURCES COMPANY |
| Security | 723787107 | Meeting Type | Annual |
| Ticker Symbol | PXD | Meeting Date | 27-May-2021 |
| ISIN | US7237871071 | Agenda | 935392883 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: A.R. Alameddine | Management | For | For |
| 1B. | Election of Director: Edison C. Buchanan | Management | For | For |
| 1C. | Election of Director: Matt Gallagher | Management | For | For |
| 1D. | Election of Director: Phillip A. Gobe | Management | For | For |
| 1E. | Election of Director: Larry R. Grillot | Management | For | For |
| 1F. | Election of Director: Stacy P. Methvin | Management | For | For |
| 1G. | Election of Director: Royce W. Mitchell | Management | For | For |
| 1H. | Election of Director: Frank A. Risch | Management | For | For |
| 1I. | Election of Director: Scott D. Sheffield | Management | For | For |
| 1J. | Election of Director: 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 2021. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | Against | Against |
| OFFICER COMPENSATION. | | | |
| 4. | APPROVAL OF THE AMENDED AND RESTATED | Management | For | For |
| EMPLOYEE STOCK PURCHASE PLAN. | | | |
| ALPHABET INC. |
| Security | 02079K305 | Meeting Type | Annual |
| Ticker Symbol | GOOGL | Meeting Date | 02-Jun-2021 |
| ISIN | US02079K3059 | Agenda | 935406264 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| 1A. | Election of Director: Larry Page | Management | For | For |
| 1B. | Election of Director: Sergey Brin | Management | For | For |
| 1C. | Election of Director: Sundar Pichai | Management | For | For |
| 1D. | Election of Director: John L. Hennessy | Management | For | For |
| 1E. | Election of Director: Frances H. Arnold | Management | For | For |
| 1F. | Election of Director: L. John Doerr | Management | For | For |
| 1G. | Election of Director: Roger W. Ferguson Jr. | Management | For | For |
| 1H. | Election of Director: Ann Mather | Management | For | For |
| 1J. | Election of Director: Alan R. Mulally | Management | For | For |
| 1J. | Election of Director: K. Ram Shriram | Management | For | For |
| 1K. | Election of Director: Robin L. Washington | Management | 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, 2021. | | | |
| 3. | Approval of Alphabet's 2021 Stock Plan. | Management | For | For |
| 4. | A stockholder proposal regarding equal shareholder | Shareholder | For | Against |
| voting, if properly presented at the meeting. | | | |
| 5. | A stockholder proposal regarding the nomination of | Shareholder | For | Against |
| human rights and/or civil rights expert to the board, if | | | |
| properly presented at the meeting. | | | |
| 6. | A stockholder proposal regarding a report on | Shareholder | For | Against |
| sustainability metrics, if properly presented at the | | | |
| meeting. | | | |
| 7. | A stockholder proposal regarding a report on takedown | Shareholder | For | Against |
| requests, if properly presented at the meeting. | | | |
| 8. | A stockholder proposal regarding a report on | Shareholder | For | Against |
| whistleblower policies and practices, if properly presented | | | |
| at the meeting. | | | |
| 9. | A stockholder proposal regarding a report on charitable | Shareholder | For | Against |
| contributions, if properly presented at the meeting. | | | |
| 10. | A stockholder proposal regarding a report on risks related | Shareholder | For | Against |
| to anticompetitive practices, if properly presented at the | | | |
| meeting. | | | |
| 11. | A stockholder proposal regarding a transition to a public | Shareholder | For | Against |
| benefit corporation, if properly presented at the meeting. | | | |
Page 22 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| UNITEDHEALTH GROUP INCORPORATED |
| Security | 91324P102 | Meeting Type | Annual |
| Ticker Symbol | UNH | Meeting Date | 07-Jun-2021 |
| ISIN | US91324P1021 | Agenda | 935414879 - 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: Gail R. Wilensky, Ph.D. | Management | For | For |
| 1I. | Election of Director: Andrew Witty | Management | For | For |
| 2. | Advisory approval of the Company's executive | Management | Against | Against |
| 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, 2021. | | | |
| 4. | Approval of an amendment to the UnitedHealth Group | Management | For | For |
| 1993 Employee Stock Purchase Plan. | | | |
| 5. | If properly presented at the 2021 Annual Meeting of | Shareholder | For | Against |
| Shareholders, the shareholder proposal set forth in the | | | |
| proxy statement requesting a reduction of the share | | | |
| ownership threshold for calling a special meeting of | | | |
| shareholders. | | | |
| FREEPORT-MCMORAN INC. |
| Security | 35671D857 | Meeting Type | Annual |
| Ticker Symbol | FCX | Meeting Date | 08-Jun-2021 |
| ISIN | US35671D8570 | Agenda | 935412762 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Director: David P. Abney | Management | For | For |
| 1.2 | Election of Director: Richard C. Adkerson | Management | For | For |
| 1.3 | Election of Director: Robert W. Dudley | Management | For | For |
| 1.4 | Election of Director: Lydia H. Kennard | Management | For | For |
| 1.5 | Election of Director: Dustan E. McCoy | Management | For | For |
| 1.6 | Election of Director: John J. Stephens | Management | For | For |
| 1.7 | 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 | | | |
| 2021. | | | |
| 3. | Approval, on an advisory basis, of the compensation of | Management | For | For |
| our named executive officers. | | | |
| DEVON ENERGY CORPORATION |
| Security | 25179M103 | Meeting Type | Annual |
| Ticker Symbol | DVN | Meeting Date | 09-Jun-2021 |
| ISIN | US25179M1036 | Agenda | 935408446 - 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 | Kelt Kindick | | For | For |
| 6 | John Krenicki Jr. | | For | For |
| 7 | Karl F. Kurz | | For | For |
| 8 | Robert A. Mosbacher Jr. | | For | For |
| 9 | Richard E. Muncrief | | For | For |
| 10 | Duane C. Radtke | | For | For |
| 11 | Valerie M. Williams | | For | For |
| 2. | Ratify the appointment of the Company's Independent | Management | For | For |
| Auditors for 2021. | | | |
| 3. | Advisory Vote to Approve Executive Compensation. | Management | Against | Against |
Page 23 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| TARGET CORPORATION |
| Security | 87612E106 | Meeting Type | Annual |
| Ticker Symbol | TGT | Meeting Date | 09-Jun-2021 |
| ISIN | US87612E1064 | Agenda | 935412635 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| 1A. | Election of Director: Douglas M. Baker, Jr. | Management | For | For |
| 1B. | Election of Director: George S. Barrett | Management | For | For |
| 1C. | Election of Director: Brian C. Cornell | Management | For | For |
| 1D. | Election of Director: Robert L. Edwards | Management | For | For |
| 1E. | Election of Director: Melanie L. Healey | Management | For | For |
| 1F. | Election of Director: Donald R. Knauss | Management | For | For |
| 1G. | Election of Director: Christine A. Leahy | Management | For | For |
| 1H. | Election of Director: Monica C. Lozano | Management | For | For |
| 1I. | Election of Director: Mary E. Minnick | Management | For | For |
| 1J. | Election of Director: Derica W. Rice | Management | For | For |
| 1K. | Election of Director: Kenneth L. Salazar | Management | For | For |
| 1L. | Election of Director: Dmitri L. Stockton | Management | For | For |
| 2. | Company proposal to ratify the appointment of Ernst & | Management | For | For |
| Young LLP as our independent registered public | | | |
| accounting firm. | | | |
| 3. | Company proposal to approve, on an advisory basis, our | Management | For | For |
| executive compensation (Say on Pay). | | | |
| 4. | Shareholder proposal to amend the proxy access bylaw | Shareholder | For | Against |
| to remove the shareholder group limit. | | | |
| DISCOVERY, INC. |
| Security | 25470F104 | Meeting Type | Annual |
| Ticker Symbol | DISCA | Meeting Date | 10-Jun-2021 |
| ISIN | US25470F1049 | Agenda | 935417902 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Robert R. Beck | | For | For |
| 2 | Robert L. Johnson | | For | For |
| 3 | J. David Wargo | | 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, 2021. | | | |
| EBAY INC. |
| Security | 278642103 | Meeting Type | Annual |
| Ticker Symbol | EBAY | Meeting Date | 15-Jun-2021 |
| ISIN | US2786421030 | Agenda | 935418790 - 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: Diana Farrell | Management | For | For |
| 1D. | Election of Director: Logan D. Green | Management | For | For |
| 1E. | Election of Director: Bonnie S. Hammer | Management | For | For |
| 1F. | Election of Director: E. Carol Hayles | 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: Paul S. Pressler | Management | For | For |
| 1K. | Election of Director: Mohak Shroff | 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 | For | For |
| compensation. | | | |
| 4. | Executive Compensation, if properly presented. | Shareholder | For | Against |
| 5. | Right to Act by Written Consent, if properly presented. | Shareholder | For | Against |
| FIDELITY NATIONAL FINANCIAL, INC. |
| Security | 31620R303 | Meeting Type | Annual |
| Ticker Symbol | FNF | Meeting Date | 16-Jun-2021 |
| ISIN | US31620R3030 | Agenda | 935420896 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Raymond R. Quirk | | For | For |
| 2 | Sandra D. Morgan | | For | For |
| 3 | Heather H. Murren | | For | For |
| 4 | John D. Rood | | For | For |
| 2. | Approval of a non-binding advisory resolution on the | Management | Against | Against |
| 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 | | | |
| 2021 fiscal year. | | | |
| BED BATH & BEYOND INC. |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 17-Jun-2021 |
| ISIN | US0758961009 | Agenda | 935440090 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Harriet Edelman | | | |
| 1B. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Mark J. Tritton | | | |
| 1C. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: John E. Fleming | | | |
| 1D. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Sue E. Gove | | | |
| 1E. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Jeffrey A. Kirwan | | | |
| 1F. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Virginia P. Ruesterholz | | | |
| 1G. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Joshua E. Schechter | | | |
| 1H. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Andrea M. Weiss | | | |
| 1I. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Mary A. Winston | | | |
| 1J. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Ann Yerger | | | |
| 2. | To ratify the appointment of KPMG LLP as independent | Management | For | For |
| auditors for the 2021 fiscal year. | | | |
| 3. | To approve, by non-binding vote, the 2020 compensation | Management | For | For |
| paid to the Company's Named Executive Officers | | | |
| (commonly known as a "say-on-pay" proposal). | | | |
Page 24 of 25
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| MGP INGREDIENTS INC |
| Security | 55303J106 | Meeting Type | Annual |
| Ticker Symbol | MGPI | Meeting Date | 17-Jun-2021 |
| ISIN | US55303J1060 | Agenda | 935413310 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Neha J. Clark | Management | For | For |
| 1B. | Election of Director: Thomas A. Gerke | Management | For | For |
| 1C. | Election of Director: Donn Lux | Management | For | For |
| 1D. | Election of Director: Kevin S. Rauckman | 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. | | | |
| II-VI INCORPORATED |
| Security | 902104108 | Meeting Type | Special |
| Ticker Symbol | IIVI | Meeting Date | 24-Jun-2021 |
| ISIN | US9021041085 | Agenda | 935442993 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Proposal to approve the issuance of shares of II-VI | Management | For | For |
| Incorporated's common stock, no par value, pursuant to | | | |
| the terms of the Agreement and Plan of Merger, dated as | | | |
| of March 25, 2021, as may be amended from time to | | | |
| time, by and among II-VI Incorporated, a Pennsylvania | | | |
| corporation, Watson Merger Sub Inc., a Delaware | | | |
| corporation and a wholly owned subsidiary of II-VI | | | |
| Incorporated, and Coherent, Inc., a Delaware | | | |
| corporation, in the amounts necessary to complete the | | | |
| merger contemplated thereby. | | | |
| 2. | Proposal to adjourn II-VI Incorporated's special meeting | Management | For | For |
| to a later date or dates, if necessary or appropriate, | | | |
| including to solicit additional proxies in the event there | | | |
| are not sufficient votes at the time of II-VI Incorporated's | | | |
| special meeting to approve the share issuance proposal | | | |
| described above. | | | |
| EXACT SCIENCES CORPORATION |
| Security | 30063P105 | Meeting Type | Annual |
| Ticker Symbol | EXAS | Meeting Date | 30-Jun-2021 |
| ISIN | US30063P1057 | Agenda | 935434960 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Paul Clancy | | For | For |
| 2 | Pierre Jacquet | | For | For |
| 3 | Daniel Levangie | | For | For |
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as | Management | For | For |
| our independent registered public accounting firm for | | | |
| 2021. | | | | |
| 3. | To approve, on an advisory basis, the compensation of | Management | For | For |
| the Company's named executive officers. | | | |
Page 25 of 25
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| DULUTH HOLDINGS INC. |
| Security | 26443V101 | Meeting Type | Annual |
| Ticker Symbol | DLTH | Meeting Date | 13-Jul-2020 |
| ISIN | US26443V1017 | Agenda | 935172104 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Director: Stephen L. Schlecht | Management | For | For |
| 1.2 | Election of Director: E. David Coolidge III | Management | For | For |
| 1.3 | Election of Director: Francesca M. Edwardson | Management | For | For |
| 1.4 | Election of Director: David C. Finch | Management | For | For |
| 1.5 | Election of Director: Thomas G. Folliard | Management | For | For |
| 1.6 | Election of Director: Brenda I. Morris | Management | For | For |
| 1.7 | Election of Director: Scott K. Williams | Management | For | For |
| 2. | The ratification of the selection of Grant Thornton LLP as | Management | For | For |
| the independent registered public accountants for Duluth | | | |
| Holdings Inc. for the year ending January 31, 2021. | | | |
| BED BATH & BEYOND INC. |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 14-Jul-2020 |
| ISIN | US0758961009 | Agenda | 935241238 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Harriet Edelman | Management | For | For |
| 1B. | Election of Director: Mark J. Tritton | Management | For | For |
| 1C. | Election of Director: John E. Fleming | Management | For | For |
| 1D. | Election of Director: Sue E. Gove | Management | For | For |
| 1E. | Election of Director: Jeffrey A. Kirwan | Management | For | For |
| 1F. | Election of Director: Johnathan B. (JB) Osborne | Management | For | For |
| 1G. | Election of Director: Harsha Ramalingam | Management | For | For |
| 1H. | Election of Director: Virginia P. Ruesterholz | Management | For | For |
| 1I. | Election of Director: Joshua E. Schechter | Management | For | For |
| 1J. | Election of Director: Andrea Weiss | Management | For | For |
| 1K. | Election of Director: Mary A. Winston | Management | For | For |
| 1L. | Election of Director: Ann Yerger | Management | For | For |
| 2. | To ratify the appointment of KPMG LLP as independent | Management | For | For |
| auditors for the 2020 fiscal year. | | | |
| 3. | To approve, by non-binding vote, the 2019 compensation | Management | Against | Against |
| paid to the Company's Named Executive Officers | | | |
| (commonly known as a "say-on-pay" proposal). | | | |
| EXACT SCIENCES CORPORATION |
| Security | 30063P105 | Meeting Type | Annual |
| Ticker Symbol | EXAS | Meeting Date | 23-Jul-2020 |
| ISIN | US30063P1057 | Agenda | 935236706 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Eli Casdin | | For | For |
| 2 | James E. Doyle | | For | For |
| 3 | Freda Lewis-Hall | | For | For |
| 4 | Kathleen Sebelius | | For | For |
| 2. | To ratify the appointment of PricewaterhouseCoopers, | Management | For | For |
| LLP as the Company's independent registered public | | | |
| accounting firm for 2020. | | | |
| 3. | To approve on an advisory basis the compensation of the | Management | For | For |
| Company's named executive officers. | | | |
| 4. | To approve an amendment to the Company's Certificate | Management | For | For |
| of Incorporation increasing the number of authorized | | | |
| shares of common stock from 200,000,000 shares to | | | |
| 400,000,000 shares. | | | |
Page 1 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| MARVELL TECHNOLOGY GROUP LTD. |
| Security | G5876H105 | Meeting Type | Annual |
| Ticker Symbol | MRVL | Meeting Date | 23-Jul-2020 |
| ISIN | BMG5876H1051 | Agenda | 935232126 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Tudor Brown | Management | For | For |
| 1B. | Election of Director: Brad Buss | Management | For | For |
| 1C. | Election of Director: Edward Frank | Management | For | For |
| 1D. | Election of Director: Richard S. Hill | Management | For | For |
| 1E. | Election of Director: Bethany Mayer | Management | For | For |
| 1F. | Election of Director: Matthew J. Murphy | Management | For | For |
| 1G. | Election of Director: Michael Strachan | Management | For | For |
| 1H. | Election of Director: Robert E. Switz | Management | For | For |
| 2. | An advisory (non-binding) vote to approve compensation | Management | For | For |
| of our named executive officers. | | | |
| 3. | The appointment of Deloitte & Touche LLP as our | Management | For | For |
| auditors and independent registered public accounting | | | |
| firm, and authorization of the audit committee, acting on | | | |
| behalf of our board of directors, to fix the remuneration of | | | |
| the firm for the fiscal year ending January 30, 2021. | | | |
| MCKESSON CORPORATION |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 29-Jul-2020 |
| ISIN | US58155Q1031 | Agenda | 935239182 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director for a one-year term: Dominic J. | Management | For | For |
| Caruso | | | |
| 1B. | Election of Director for a one-year term: N. Anthony | Management | For | For |
| Coles, M.D. | | | |
| 1C. | Election of Director for a one-year term: M. Christine | Management | For | For |
| Jacobs | | | |
| 1D. | Election of Director for a one-year term: Donald R. | Management | For | For |
| Knauss | | | |
| 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. | Management | For | For |
| Lerman | | | |
| 1G. | Election of Director for a one-year term: Maria Martinez | Management | For | For |
| 1H. | Election of Director for a one-year term: Edward A. | Management | For | For |
| Mueller | | | |
| 1I. | Election of Director for a one-year term: Susan R. Salka | Management | For | For |
| 1J. | Election of Director for a one-year term: Brian S. Tyler | Management | For | For |
| 1K. | Election of Director for a one-year term: Kenneth E. | Management | For | For |
| Washington, Ph.D. | | | |
| 2. | Ratification of the appointment of Deloitte & Touche LLP | Management | For | For |
| as the company's independent registered public | | | |
| accounting firm for the fiscal year ending March 31, 2021. | | | |
| 3. | Advisory vote on executive compensation. | Management | For | For |
| 4. | Shareholder proposal on action by written consent of | Shareholder | For | Against |
| shareholders. | | | |
| 5. | Shareholder proposal on disclosure of lobbying activities | Shareholder | For | Against |
| and expenditures. | | | |
| 6. | Shareholder proposal on statement of purpose of a | Shareholder | For | Against |
| corporation. | | | |
Page 2 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| JAZZ PHARMACEUTICALS PLC |
| Security | G50871105 | Meeting Type | Annual |
| Ticker Symbol | JAZZ | Meeting Date | 30-Jul-2020 |
| ISIN | IE00B4Q5ZN47 | Agenda | 935239144 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Bruce C. Cozadd | Management | For | For |
| 1B. | Election of Director: Heather Ann McSharry | Management | For | For |
| 1C. | Election of Director: Anne O'Riordan | Management | For | For |
| 1D. | Election of Director: Rick E Winningham | Management | For | For |
| 2. | To ratify, on a non-binding advisory basis, the | Management | For | For |
| appointment of KPMG as the independent auditors of | | | |
| Jazz Pharmaceuticals plc for the fiscal year ending | | | |
| December 31, 2020 and to authorize, in a binding vote, | | | |
| the board of directors, acting through the audit | | | |
| committee, to determine the auditors' remuneration. | | | |
| 3. | To approve, on a non-binding advisory basis, the | Management | For | For |
| compensation of Jazz Pharmaceuticals plc's named | | | |
| executive officers as disclosed in the proxy statement. | | | |
| 4. | To approve an amendment and restatement of Jazz | Management | For | For |
| Pharmaceuticals plc's Amended and Restated 2007 Non- | | | |
| Employee Directors Stock Award Plan in order to, among | | | |
| other things, increase the number of ordinary shares | | | |
| authorized for issuance by 500,000 shares. | | | |
| 5. | To approve a capital reduction and creation of | Management | For | For |
| distributable reserves under Irish law. | | | |
| KORNIT DIGITAL LTD. |
| Security | M6372Q113 | Meeting Type | Annual |
| Ticker Symbol | KRNT | Meeting Date | 12-Aug-2020 |
| ISIN | IL0011216723 | Agenda | 935247444 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a | To re-elect Mr. Ofer Ben Zur for a three-year term as a | Management | For | For |
| Class II director of the Company, until the Company's | | | |
| annual general meeting of shareholders in 2023 and until | | | |
| his successor is duly elected and qualified. | | | |
| 1b | To re-elect Ms. Lauri Hanover for a three-year term as a | Management | For | For |
| Class II director of the Company, until the Company's | | | |
| annual general meeting of shareholders in 2023 and until | | | |
| her successor is duly elected and qualified. | | | |
| 1c | To re-elect Mr. Gabi Seligsohn for a three-year term as a | Management | For | For |
| Class II director of the Company, until the Company's | | | |
| annual general meeting of shareholders in 2023 and until | | | |
| his successor is duly elected and qualified. | | | |
| 2. | To re-elect Mr. Yehoshua (Shuki) Nir for a two-year term | Management | For | For |
| 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. | | | |
| 3. | Re-appointment of Kost Forer Gabbay & Kasierer, | Management | For | For |
| 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, 2020 and until the Company's 2021 annual | | | |
| general meeting of shareholders, and to authorize the | | | |
| Company's board of directors (or the audit committee | | | |
| thereof) to fix such accounting firm's annual | | | |
| compensation. | | | |
| 4. | Re-adoption and amendment of the compensation policy | Management | For | For |
| for the Company's office holders (as defined in the Israeli | | | |
| Companies Law, 5759-1999 (the "Companies Law")). | | | |
| 4a | By checking the box marked "FOR", the undersigned | Management | For | N/A |
| hereby confirms that he, she or it is not a "controlling | | | |
| shareholder" and does not have a "personal interest" | | | |
| (i.e., a conflict of interest) in the approval of Proposal 4 | | | |
| (in each case as defined in the Companies Law and | | | |
| described in the Proxy Statement). 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 4A] | | | |
| 5 | Approval of an amended compensation package for Mr. | Management | For | For |
| Ronen Samuel, the Company's chief executive officer. | | | |
| 5a | By checking the box marked "FOR", the undersigned | Management | For | N/A |
| hereby confirms that he, she or it is not a "controlling | | | |
| shareholder" and does not have a "personal interest" | | | |
| (i.e., a conflict of interest) in the approval of Proposal 5 | | | |
| (in each case as defined in the Companies Law and | | | |
| described in the Proxy Statement). 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] | | | |
| 6. | Approval of the terms of an updated annual | Management | For | For |
| compensation package for all current and future non- | | | |
| employee directors of the Company, including cash | | | |
| compensation, grants of restricted share units and other | | | |
| customary compensation elements. | | | |
Page 3 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| MIMEDX GROUP, INC. |
| Security | 602496101 | Meeting Type | Annual |
| Ticker Symbol | MDXG | Meeting Date | 31-Aug-2020 |
| ISIN | US6024961012 | Agenda | 935259677 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Class III Director: James L. Bierman | Management | For | For |
| 2. | Approval, on an advisory basis, of the compensation of | Management | For | For |
| the Company's named executive officers. | | | |
| 3. | Recommendation, on an advisory basis, of the frequency | Management | 1 Year | For |
| of the advisory vote on the Company's named executive | | | |
| officer compensation. | | | |
| 4. | Ratification of BDO USA, LLP as the Company's | Management | For | For |
| independent registered public accounting firm for the | | | |
| 2020 fiscal year. | | | |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. |
| Security | 874054109 | Meeting Type | Annual |
| Ticker Symbol | TTWO | Meeting Date | 16-Sep-2020 |
| ISIN | US8740541094 | Agenda | 935256758 - 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. | Approval of the Amended and Restated Take-Two | Management | For | For |
| Interactive Software, Inc. 2017 Stock Incentive Plan. | | | |
| 4. | 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, 2021. | | | |
| DARDEN RESTAURANTS, INC. |
| Security | 237194105 | Meeting Type | Annual |
| Ticker Symbol | DRI | Meeting Date | 23-Sep-2020 |
| ISIN | US2371941053 | Agenda | 935257914 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Margaret Shân Atkins | | For | For |
| 2 | James P. Fogarty | | For | For |
| 3 | Cynthia T. Jamison | | For | For |
| 4 | Eugene I. Lee, Jr. | | For | For |
| 5 | Nana Mensah | | For | For |
| 6 | William S. Simon | | For | For |
| 7 | Charles M. Sonsteby | | For | For |
| 8 | Timothy J. Wilmott | | For | For |
| 2. | To obtain advisory approval of the Company's executive | Management | Against | Against |
| compensation. | | | |
| 3. | To ratify the appointment of KPMG LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| fiscal year ending May 30, 2021. | | | |
Page 4 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| LAMB WESTON HOLDINGS, INC. |
| Security | 513272104 | Meeting Type | Annual |
| Ticker Symbol | LW | Meeting Date | 24-Sep-2020 |
| ISIN | US5132721045 | Agenda | 935257178 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Peter J. Bensen | Management | For | For |
| 1B. | Election of Director: Charles A. Blixt | Management | For | For |
| 1C. | Election of Director: Robert J. Coviello | Management | For | For |
| 1D. | Election of Director: André J. Hawaux | Management | For | For |
| 1E. | Election of Director: W.G. Jurgensen | Management | For | For |
| 1F. | Election of Director: Thomas P. Maurer | Management | For | For |
| 1G. | Election of Director: Robert A. Niblock | Management | For | For |
| 1H. | Election of Director: Hala G. Moddelmog | Management | For | For |
| 1I. | Election of Director: Maria Renna Sharpe | Management | For | For |
| 1J. | Election of Director: Thomas P. Werner | Management | For | For |
| 2. | Advisory Vote to Approve Executive Compensation. | Management | For | For |
| 3. | Ratification of the Appointment of KPMG LLP as | Management | For | For |
| Independent Auditors for Fiscal Year 2021. | | | |
| II-VI INCORPORATED |
| Security | 902104108 | Meeting Type | Annual |
| Ticker Symbol | IIVI | Meeting Date | 09-Nov-2020 |
| ISIN | US9021041085 | Agenda | 935278095 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Class Three Director for a three-year term to | Management | For | For |
| expire at the annual meeting of the shareholders in 2023: | | | |
| Joseph J. Corasanti | | | |
| 1B. | Election of Class Three Director for a three-year term to | Management | For | For |
| expire at the annual meeting of the shareholders in 2023: | | | |
| Patricia Hatter | | | |
| 1C. | Election of Class Three Director for a three-year term to | Management | For | For |
| expire at the annual meeting of the shareholders in 2023: | | | |
| Marc Y. E. Pelaez | | | |
| 2. | Non-binding advisory vote to approve the compensation | Management | For | For |
| of the Company's named executive officers for fiscal year | | | |
| 2020. | | | |
| 3. | Approval of the Amendment and Restatement of the | Management | For | For |
| 2018 Omnibus Incentive Plan to add shares. | | | |
| 4. | 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, 2021. | | | |
| VIAVI SOLUTIONS INC. |
| Security | 925550105 | Meeting Type | Annual |
| Ticker Symbol | VIAV | Meeting Date | 11-Nov-2020 |
| ISIN | US9255501051 | Agenda | 935278564 - 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 | Glenda Dorchak | | For | For |
| 8 | Masood A. Jabbar | | For | For |
| 9 | 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 July 3, 2021. | | | |
| 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 27, 2020. | | | |
Page 5 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| LUMENTUM HOLDINGS INC. |
| Security | 55024U109 | Meeting Type | Annual |
| Ticker Symbol | LITE | Meeting Date | 19-Nov-2020 |
| ISIN | US55024U1097 | Agenda | 935276875 - 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: Janet S. Wong | 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 July 3, 2021. | | | |
| PERFORMANCE FOOD GROUP COMPANY |
| Security | 71377A103 | Meeting Type | Annual |
| Ticker Symbol | PFGC | Meeting Date | 19-Nov-2020 |
| ISIN | US71377A1034 | Agenda | 935284896 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: George L. Holm | Management | For | For |
| 1b. | Election of Director: Barbara J. Beck | Management | For | For |
| 1c. | Election of Director: Matthew C. Flanigan | Management | For | For |
| 1d. | Election of Director: David V. Singer | Management | For | For |
| 1e. | Election of Director: Meredith Adler | Management | For | For |
| 1f. | Election of Director: Jeffrey M. Overly | Management | For | For |
| 2. | To ratify the appointment of Deloitte & Touche LLP as our | Management | For | For |
| independent registered public accounting firm for fiscal | | | |
| 2021. | | | |
| 3. | To approve, in a non-binding advisory vote, the | Management | For | For |
| compensation paid to the named executive officers. | | | |
| MIMEDX GROUP, INC. |
| Security | 602496101 | Meeting Type | Annual |
| Ticker Symbol | MDXG | Meeting Date | 20-Nov-2020 |
| ISIN | US6024961012 | Agenda | 935288351 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Class I Director: Michael J. Giuliani | Management | For | For |
| 1b. | Election of Class I Director: Cato T. Laurencin | Management | For | For |
| 2. | Approval of an amendment to the Company's Articles of | Management | For | For |
| Incorporation to increase the number of shares of | | | |
| authorized common stock from 150,000,000 to | | | |
| 187,500,000. | | | |
| 3. | Approval of amendments to the Company's 2016 Equity | Management | For | For |
| and Cash Incentive Plan. | | | |
Page 6 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| SYSCO CORPORATION |
| Security | 871829107 | Meeting Type | Annual |
| Ticker Symbol | SYY | Meeting Date | 20-Nov-2020 |
| ISIN | US8718291078 | Agenda | 935276457 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Daniel J. Brutto | Management | For | For |
| 1B. | Election of Director: John M. Cassaday | Management | For | For |
| 1C. | Election of Director: Joshua D. Frank | Management | For | For |
| 1D. | Election of Director: Larry C. Glasscock | Management | For | For |
| 1E. | Election of Director: Bradley M. Halverson | Management | For | For |
| 1F. | Election of Director: John M. Hinshaw | Management | For | For |
| 1G. | Election of Director: Kevin P. Hourican | Management | For | For |
| 1H. | Election of Director: Hans-Joachim Koerber | Management | For | For |
| 1I. | Election of Director: Stephanie A. Lundquist | Management | For | For |
| 1J. | Election of Director: Nelson Peltz | Management | For | For |
| 1K. | Election of Director: Edward D. Shirley | Management | For | For |
| 1L. | Election of Director: Sheila G. Talton | Management | For | For |
| 2. | To approve, by advisory vote, the compensation paid to | Management | For | For |
| Sysco's named executive officers, as disclosed in | | | |
| Sysco's 2020 proxy statement. | | | |
| 3. | To ratify the appointment of Ernst & Young LLP as | Management | For | For |
| Sysco's independent registered public accounting firm for | | | |
| fiscal 2021. | | | |
| PREMIER, INC. |
| Security | 74051N102 | Meeting Type | Annual |
| Ticker Symbol | PINC | Meeting Date | 04-Dec-2020 |
| ISIN | US74051N1028 | Agenda | 935285343 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | John T. Bigalke | | For | For |
| 2 | Helen M. Boudreau | | For | For |
| 3 | Stephen R. D'Arcy | | For | For |
| 4 | Marc D. Miller | | 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 2021. | | | |
| 3. | Approval, on an advisory basis, of the compensation of | Management | Against | Against |
| our named executive officers as disclosed in the proxy | | | |
| statement for the Annual Meeting. | | | |
| DEVON ENERGY CORPORATION |
| Security | 25179M103 | Meeting Type | Special |
| Ticker Symbol | DVN | Meeting Date | 30-Dec-2020 |
| ISIN | US25179M1036 | Agenda | 935311302 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Approve the issuance of shares of Devon Energy | Management | For | For |
| Corporation common stock to WPX Energy Inc. | | | |
| stockholders in connection with the merger, as | | | |
| contemplated by the Merger Agreement (the "Stock | | | |
| Issuance Proposal"). | | | |
| 2. | Approve the adjournment of the Devon Energy | Management | For | For |
| Corporation special meeting, if necessary or appropriate, | | | |
| for the purpose of soliciting additional votes for the | | | |
| approval of the Stock Issuance Proposal. | | | |
Page 7 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| PARSLEY ENERGY, INC. |
| Security | 701877102 | Meeting Type | Special |
| Ticker Symbol | PE | Meeting Date | 12-Jan-2021 |
| ISIN | US7018771029 | Agenda | 935316415 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | To approve and adopt the Agreement and Plan of | Management | For | For |
| Merger, dated as of October 20, 2020 (as may be | | | |
| amended from time to time), by and among Parsley | | | |
| Energy, Inc. ("Parsley"), Pioneer Natural Resources | | | |
| Company ("Pioneer") and certain subsidiaries of Parsley | | | |
| and Pioneer and the transactions contemplated thereby. | | | |
| 2. | To approve, on a non-binding advisory basis, the | Management | For | For |
| compensation that may be paid or become payable to | | | |
| Parsley's named executive officers that is based on or | | | |
| otherwise relates to the mergers. | | | |
| PIONEER NATURAL RESOURCES COMPANY |
| Security | 723787107 | Meeting Type | Special |
| Ticker Symbol | PXD | Meeting Date | 12-Jan-2021 |
| ISIN | US7237871071 | Agenda | 935316403 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | TO VOTE ON A PROPOSAL TO APPROVE THE | Management | For | For |
| ISSUANCE OF SHARES OF PIONEER COMMON | | | |
| STOCK, PAR VALUE $0.01 PER SHARE ("PIONEER | | | |
| COMMON STOCK"), PURSUANT TO THE TERMS OF | | | |
| THE AGREEMENT AND PLAN OF MERGER, DATED | | | |
| AS OF OCTOBER 20, 2020 ("MERGER AGREEMENT"), | | | |
| BY AND AMONG PIONEER, PARSLEY ENERGY, INC. | | | |
| ("PARSLEY") AND CERTAIN SUBSIDIARIES OF | | | |
| PIONEER AND PARSLEY, AND OTHER SHARES OF | | | |
| PIONEER COMMON STOCK RESERVED FOR | | | |
| ISSUANCE IN CONNECTION WITH THE | | | |
| TRANSACTIONS CONTEMPLATED BY THE MERGER | | | |
| AGREEMENT (THE "STOCK ISSUANCE" AND THE | | | |
| "PIONEER STOCK ISSUANCE PROPOSAL"). | | | |
| WALGREENS BOOTS ALLIANCE, INC. |
| Security | 931427108 | Meeting Type | Annual |
| Ticker Symbol | WBA | Meeting Date | 28-Jan-2021 |
| ISIN | US9314271084 | Agenda | 935315071 - 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: Valerie B. Jarrett | Management | For | For |
| 1G. | Election of Director: John A. Lederer | Management | For | For |
| 1H. | Election of Director: Dominic P. Murphy | Management | For | For |
| 1I. | Election of Director: Stefano Pessina | Management | For | For |
| 1J. | Election of Director: Nancy M. Schlichting | Management | For | For |
| 1K. | 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 2021. | | | |
| 3. | Advisory vote to approve named executive officer | Management | Against | Against |
| compensation. | | | |
| 4. | Approval of the 2021 Walgreens Boots Alliance, Inc. | Management | For | For |
| Omnibus Incentive Plan. | | | |
| 5. | Stockholder proposal requesting an independent Board | Shareholder | Against | For |
| Chairman. | | | |
| 6. | Stockholder proposal requesting report on how health | Shareholder | Against | For |
| risks from COVID-19 impact the Company's tobacco | | | |
| sales decision-making. | | | |
Page 8 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| ENERGIZER HOLDINGS, INC. |
| Security | 29272W109 | Meeting Type | Annual |
| Ticker Symbol | ENR | Meeting Date | 01-Feb-2021 |
| ISIN | US29272W1099 | Agenda | 935317568 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Carlos Abrams-Rivera | Management | For | For |
| 1B. | Election of Director: Bill G. Armstrong | Management | For | For |
| 1C. | Election of Director: Cynthia J. Brinkley | Management | For | For |
| 1D. | Election of Director: Rebecca Frankiewicz | Management | For | For |
| 1E. | Election of Director: Alan R. Hoskins | Management | For | For |
| 1F. | Election of Director: Kevin J. Hunt | Management | For | For |
| 1G. | Election of Director: James C. Johnson | Management | For | For |
| 1H. | Election of Director: Mark S. LaVigne | Management | For | For |
| 1I. | Election of Director: Patrick J. Moore | Management | For | For |
| 1J. | Election of Director: Nneka L. Rimmer | Management | For | For |
| 1K. | Election of Director: Robert V. Vitale | Management | For | For |
| 2. | To ratify the appointment of PricewaterhouseCoopers | Management | For | For |
| LLP as the Company's independent registered public | | | |
| accounting firm for fiscal 2021. | | | |
| 3. | Advisory, non-binding vote on executive compensation. | Management | For | For |
| MUELLER WATER PRODUCTS, INC. |
| Security | 624758108 | Meeting Type | Annual |
| Ticker Symbol | MWA | Meeting Date | 09-Feb-2021 |
| ISIN | US6247581084 | Agenda | 935318180 - 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, 2021. | | | |
| HILLENBRAND, INC. |
| Security | 431571108 | Meeting Type | Annual |
| Ticker Symbol | HI | Meeting Date | 11-Feb-2021 |
| ISIN | US4315711089 | Agenda | 935319512 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Helen W. Cornell | | For | For |
| 2 | Jennifer W. Rumsey | | For | For |
| 3 | Stuart A. Taylor, II | | For | For |
| 2. | To approve, by a non-binding advisory vote, the | Management | For | For |
| compensation paid by the Company to its Named | | | |
| Executive Officers. | | | |
| 3. | To approve the amendment and restatement of the | Management | For | For |
| Company's Stock Incentive Plan. | | | |
| 4. | To ratify the appointment of Ernst & Young LLP as the | Management | For | For |
| Company's independent registered public accounting firm | | | |
| for fiscal year 2021. | | | |
Page 9 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| BERRY GLOBAL GROUP, INC. |
| Security | 08579W103 | Meeting Type | Annual |
| Ticker Symbol | BERY | Meeting Date | 24-Feb-2021 |
| ISIN | US08579W1036 | Agenda | 935329979 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: B. Evan Bayh | Management | For | For |
| 1B. | Election of Director: Jonathan F. Foster | Management | For | For |
| 1C. | Election of Director: Idalene F. Kesner | Management | For | For |
| 1D. | Election of Director: Jill A. Rahman | Management | For | For |
| 1E. | Election of Director: Carl J. Rickertsen | Management | For | For |
| 1F. | Election of Director: Thomas E. Salmon | Management | For | For |
| 1G. | Election of Director: Paula A. Sneed | Management | For | For |
| 1H. | Election of Director: Robert A. Steele | Management | For | For |
| 1I. | Election of Director: Stephen E. Sterrett | Management | For | For |
| 1J. | Election of Director: Scott B. Ullem | Management | For | For |
| 2. | To ratify the selection of Ernst & Young LLP as Berry's | Management | For | For |
| independent registered public accountants for the fiscal | | | |
| year ending October 2, 2021. | | | |
| 3. | To approve, on an advisory, non-binding basis, our | Management | For | For |
| executive compensation. | | | |
| 4. | To approve an amendment to Berry's Certificate of | Management | For | For |
| Incorporation to reduce the ownership threshold required | | | |
| for stockholders to call a special meeting from 25% to | | | |
| 15%. | | | |
| 5. | To approve the Amended and Restated Berry Global | Management | For | For |
| Group, Inc. 2015 Long-Term Incentive Plan to, among | | | |
| other things, increase the number of shares of common | | | |
| stock reserved for issuance by 8,250,000. | | | |
Page 10 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| INFINEON TECHNOLOGIES AG |
| Security | 45662N103 | Meeting Type | Annual |
| Ticker Symbol | IFNNY | Meeting Date | 25-Feb-2021 |
| ISIN | US45662N1037 | Agenda | 935330869 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 2 | Utilization of unappropriated profit. | Management | For | For |
| 3.1 | Approval of the acts of the member of the Management | Management | For | For |
| Board: Dr. Reinhard Ploss | | | |
| 3.2 | Approval of the acts of the member of the Management | Management | For | For |
| Board: Dr. Helmut Gassel | | | |
| 3.3 | Approval of the acts of the member of the Management | Management | For | For |
| Board: Jochen Hanebeck | | | |
| 3.4 | Approval of the acts of the member of the Management | Management | For | For |
| Board: Dr. Sven Schneider | | | |
| 4A | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Wolfgang Eder | | | |
| 4B | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Peter Bauer (until 20 February 2020) | | | |
| 4C | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Xiaoqun Clever (as of 20 February 2020) | | | |
| 4D | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Johann Dechant | | | |
| 4E | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Herbert Diess (until 20 February 2020) | | | |
| 4F | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Friedrich Eichiner (as of 20 February 2020) | | | |
| 4G | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Annette Engelfried | | | |
| 4H | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Peter Gruber | | | |
| 4I | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Gerhard Hobbach (until 20 February 2020) | | | |
| 4J | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Hans-Ulrich Holdenried | | | |
| 4K | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Prof. Dr. Renate Köcher (until 20 February 2020) | | | |
| 4L | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Susanne Lachenmann | | | |
| 4M | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Géraldine Picaud | | | |
| 4N | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Manfred Puffer | | | |
| 4O | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Melanie Riedl (as of 20 February 2020) | | | |
| 4P | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Kerstin Schulzendorf | | | |
| 4Q | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Jürgen Scholz | | | |
| 4R | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Ulrich Spiesshofer (as of 20 February 2020) | | | |
| 4S | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Margret Suckale (as of 20 February 2020) | | | |
| 4T | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Eckart Sünner (until 20 February 2020) | | | |
| 4U | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Diana Vitale | | | |
| 5 | Appointment of the Company and Group auditor Due to | Management | For | For |
| space limits, see proxy material for full proposal. | | | |
| 6 | Resolution on the approval of the compensation system | Management | For | For |
| for Management Board members. | | | |
| 7 | Resolution on the amendment of compensation and the | Management | For | For |
| compensation system for members of the Supervisory | | | |
| Board as well as the corresponding amendment to the | | | |
| Articles of Association (article 11 of the Articles of | | | |
| Association). | | | |
| 8 | Creation of a new Authorized Capital 2021/I for the | Management | For | For |
| issuance of shares to employees and executives of | | | |
| Infineon and its Group companies... Due to space limits, | | | |
| see proxy material for full proposal. | | | |
| 9 | Resolution on the amendment of article 4, paragraph 1, | Management | For | For |
| sentence 3 of the Articles of Association in line with | | | |
| changes in legislation brought about by the Act | | | |
| Implementing the Second Shareholder Rights Directive | | | |
| (ARUG II). | | | |
| 10 | Resolution on amendments to articles 7 and 9 of the | Management | For | For |
| Articles of Association regarding the Supervisory Board's | | | |
| rules of procedure. | | | |
| HELMERICH & PAYNE, INC. |
| Security | 423452101 | Meeting Type | Annual |
| Ticker Symbol | HP | Meeting Date | 02-Mar-2021 |
| ISIN | US4234521015 | Agenda | 935326391 - 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 2021. | Management | For | For |
| 3. | Advisory vote on executive compensation. | Management | For | For |
Page 11 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| REV GROUP, INC. |
| Security | 749527107 | Meeting Type | Annual |
| Ticker Symbol | REVG | Meeting Date | 04-Mar-2021 |
| ISIN | US7495271071 | Agenda | 935326365 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Jean Marie "John" Canan | | For | For |
| 2 | Charles Dutil | | For | For |
| 3 | Donn Viola | | For | For |
| 2. | Ratification of RSM US LLP as our independent | Management | For | For |
| registered public accounting firm for the fiscal year | | | |
| ending October 31, 2021. | | | |
| 3. | Advisory vote on the compensation of our named | Management | For | For |
| executive officers. | | | |
| KEYSIGHT TECHNOLOGIES, INC. |
| Security | 49338L103 | Meeting Type | Annual |
| Ticker Symbol | KEYS | Meeting Date | 18-Mar-2021 |
| ISIN | US49338L1035 | Agenda | 935329361 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Director: Ronald S. Nersesian | Management | For | For |
| 1.2 | Election of Director: Charles J. Dockendorff | Management | For | For |
| 1.3 | Election of Director: Robert A. Rango | Management | For | For |
| 2. | To ratify the Audit and Finance Committee's appointment | Management | For | For |
| of PricewaterhouseCoopers LLP as Keysight's | | | |
| independent registered public accounting firm. | | | |
| 3. | To approve, on a non-binding advisory basis, the | Management | For | For |
| compensation of Keysight's named executive officers. | | | |
| 4. | To approve, on a non-binding advisory basis, the | Management | 1 Year | For |
| frequency of the stockholder vote on the compensation of | | | |
| Keysight's named executive officers. | | | |
| A.O. SMITH CORPORATION |
| Security | 831865209 | Meeting Type | Annual |
| Ticker Symbol | AOS | Meeting Date | 13-Apr-2021 |
| ISIN | US8318652091 | Agenda | 935340529 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Ronald D. Brown | | 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. | | | |
Page 12 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| COLLIERS INTERNATIONAL GROUP INC. |
| Security | 194693107 | Meeting Type | Annual and Special Meeting |
| Ticker Symbol | CIGI | Meeting Date | 14-Apr-2021 |
| ISIN | CA1946931070 | Agenda | 935356661 - 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 Auditor | | | |
| of Colliers for the ensuing year and authorizing the | | | |
| Directors to fix their remuneration. | | | |
| 3 | Approving an amendment to the Colliers Stock Option | Management | For | For |
| Plan to increase the maximum number of Subordinate | | | |
| Voting Shares reserved for issuance pursuant to the | | | |
| exercise of stock options granted thereunder, all as more | | | |
| particularly set forth and described in the accompanying | | | |
| Management Information Circular (the "Circular"). | | | |
| 4 | An advisory resolution on Colliers' approach to executive | Management | Against | Against |
| compensation as set out in the accompanying Circular. | | | |
| 5 | For holders of subordinate voting shares of the Colliers, a | Management | For | For |
| resolution, the full text of which is set out in Appendix A to | | | |
| the accompanying Circular, approving a transaction (the | | | |
| "Transaction") pursuant to which the Colliers will | | | |
| terminate the restated management services agreement | | | |
| with the Colliers Chairman and Chief Executive Officer, | | | |
| Jay S. Hennick, and entities controlled by Mr. Hennick | | | |
| and provide for the orderly elimination of the dual class | | | |
| share structure of the Colliers by not later than | | | |
| September 1, 2028, all as more particularly set forth and | | | |
| described in the accompanying Circular. | | | |
| MARVELL TECHNOLOGY GROUP LTD. |
| Security | G5876H105 | Meeting Type | Special |
| Ticker Symbol | MRVL | Meeting Date | 15-Apr-2021 |
| ISIN | BMG5876H1051 | Agenda | 935353475 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | THE MARVELL BYE-LAW AMENDMENT PROPOSAL: | Management | For | For |
| To approve an amendment to Marvell's Fourth Amended | | | |
| and Restated Bye-Laws to reduce the shareholder vote | | | |
| required to approve a merger with any other company | | | |
| from the affirmative vote of 75% of the votes cast at a | | | |
| general meeting of the shareholders, the statutory default | | | |
| under Bermuda law, to a simple majority of the votes cast | | | |
| at a general meeting of the shareholders. | | | |
| 2. | THE MARVELL MERGER PROPOSAL. To approve: (i) | Management | For | For |
| the Agreement and Plan of Merger and Reorganization, | | | |
| dated as of October 29, 2020, by and among Marvell, | | | |
| Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), a | | | |
| wholly owned subsidiary of Marvell ("HoldCo"), Maui | | | |
| Acquisition Company Ltd, a wholly owned subsidiary of | | | |
| HoldCo ("Bermuda Merger Sub"), Indigo Acquisition | | | |
| Corp., a wholly owned subsidiary of HoldCo ("Delaware | | | |
| Merger Sub"), and Inphi Corporation ("Inphi"). | | | |
| 3. | THE MARVELL ADJOURNMENT PROPOSAL: To | Management | For | For |
| approve the adjournment of the Marvell shareholder | | | |
| meeting, if necessary or appropriate, to permit further | | | |
| solicitation of proxies if there are not sufficient votes at | | | |
| the time of the Marvell shareholder meeting to approve | | | |
| the Marvell Bye-Law Amendment Proposal or the Marvell | | | |
| Merger Proposal. | | | |
Page 13 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| NORTHERN TRUST CORPORATION |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 20-Apr-2021 |
| ISIN | US6658591044 | Agenda | 935342333 - 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 2020 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, 2021. | | | |
| AMN HEALTHCARE SERVICES, INC. |
| Security | 001744101 | Meeting Type | Annual |
| Ticker Symbol | AMN | Meeting Date | 21-Apr-2021 |
| ISIN | US0017441017 | Agenda | 935346331 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Mark G. Foletta | Management | For | For |
| 1B. | Election of Director: Teri G. Fontenot | Management | For | For |
| 1C. | Election of Director: R. Jeffrey Harris | Management | For | For |
| 1D. | Election of Director: Daphne E. Jones | Management | For | For |
| 1E. | Election of Director: Martha H. Marsh | Management | For | For |
| 1F. | Election of Director: Susan R. Salka | Management | For | For |
| 1G. | Election of Director: Sylvia Trent-Adams | Management | For | For |
| 1H. | Election of Director: Douglas D. Wheat | Management | For | For |
| 2. | To approve, by non-binding advisory vote, the | Management | For | For |
| compensation of the Company's named executive | | | |
| officers. | | | |
| 3. | To recommend, by non-binding vote, the frequency of the | Management | 1 Year | For |
| advisory vote on the compensation of the Company's | | | |
| named executive officers. | | | |
| 4. | 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, 2021. | | | |
| 5. | A shareholder proposal entitled: "Improve Our Catch-22 | Shareholder | Against | For |
| Proxy Access". | | | |
| LEVI STRAUSS & CO |
| Security | 52736R102 | Meeting Type | Annual |
| Ticker Symbol | LEVI | Meeting Date | 21-Apr-2021 |
| ISIN | US52736R1023 | Agenda | 935344313 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Class II Director: David A. Friedman | Management | For | For |
| 1B. | Election of Class II Director: Yael Garten | Management | For | For |
| 1C. | Election of Class II Director: Jenny Ming | Management | For | For |
| 1D. | Election of Class II Director: Joshua E. Prime | Management | For | For |
| 2. | Advisory vote to approve executive compensation. | Management | For | For |
| 3. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as the independent | | | |
| registered public accounting firm for fiscal year 2021. | | | |
Page 14 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| REGIONS FINANCIAL CORPORATION |
| Security | 7591EP100 | Meeting Type | Annual |
| Ticker Symbol | RF | Meeting Date | 21-Apr-2021 |
| ISIN | US7591EP1005 | Agenda | 935344452 - 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 2021. | | | |
| 3. | Advisory Vote on Executive Compensation. | Management | For | For |
| CITIZENS FINANCIAL GROUP, INC. |
| Security | 174610105 | Meeting Type | Annual |
| Ticker Symbol | CFG | Meeting Date | 22-Apr-2021 |
| ISIN | US1746101054 | Agenda | 935342826 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Bruce Van Saun | Management | For | For |
| 1B. | Election of Director: Lee Alexander | Management | For | For |
| 1C. | Election of Director: Christine M. Cumming | Management | For | For |
| 1D. | Election of Director: William P. Hankowsky | Management | For | For |
| 1E. | Election of Director: Leo I. ("Lee") Higdon | Management | For | For |
| 1F. | Election of Director: Edward J. ("Ned") Kelly III | Management | For | For |
| 1G. | Election of Director: Charles J. ("Bud") Koch | Management | For | For |
| 1H. | Election of Director: Robert G. Leary | Management | For | For |
| 1I. | Election of Director: Terrance J. Lillis | Management | For | For |
| 1J. | Election of Director: Shivan Subramaniam | Management | For | For |
| 1K. | Election of Director: Christopher J. Swift | Management | For | For |
| 1L. | Election of Director: Wendy A. Watson | Management | For | For |
| 1M. | Election of Director: Marita Zuraitis | Management | For | For |
| 2. | Advisory vote on executive compensation. | Management | For | For |
| 3. | Advisory vote on the frequency of future advisory votes | Management | 1 Year | For |
| on executive compensation. | | | |
| 4. | Ratification of the appointment of Deloitte & Touche LLP | Management | For | For |
| as our independent registered public accounting firm for | | | |
| 2021. | | | |
| CROWN HOLDINGS, INC. |
| Security | 228368106 | Meeting Type | Annual |
| Ticker Symbol | CCK | Meeting Date | 22-Apr-2021 |
| ISIN | US2283681060 | Agenda | 935352601 - 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 |
| 13 | Dwayne A. Wilson | | For | For |
| 2. | Ratification of the appointment of independent auditors | Management | For | For |
| for the fiscal year ending December 31, 2021. | | | |
| 3. | Approval by advisory vote of the resolution on executive | Management | For | For |
| compensation as described in the Proxy Statement. | | | |
Page 15 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| ASSOCIATED BANC-CORP |
| Security | 045487105 | Meeting Type | Annual |
| Ticker Symbol | ASB | Meeting Date | 27-Apr-2021 |
| ISIN | US0454871056 | Agenda | 935346278 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | John F. Bergstrom | | For | For |
| 2 | Philip B. Flynn | | For | For |
| 3 | R. Jay Gerken | | For | For |
| 4 | Judith P. Greffin | | For | For |
| 5 | Michael J. Haddad | | For | For |
| 6 | Robert A. Jeffe | | For | For |
| 7 | Eileen A. Kamerick | | For | For |
| 8 | Gale E. Klappa | | For | For |
| 9 | Cory L. Nettles | | For | For |
| 10 | Karen T. van Lith | | For | For |
| 11 | John (Jay) B. Williams | | For | For |
| 2. | Advisory approval of Associated Banc-Corp's named | Management | Against | Against |
| executive officer compensation. | | | |
| 3. | 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, | | | |
| 2021. | | | |
| BAUSCH HEALTH COMPANIES, INC. |
| Security | 071734107 | Meeting Type | Annual |
| Ticker Symbol | BHC | Meeting Date | 27-Apr-2021 |
| ISIN | CA0717341071 | Agenda | 935352726 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Richard U. De Schutter | Management | For | For |
| 1B. | Election of Director: D. Robert Hale | Management | For | For |
| 1C. | Election of Director: Brett Icahn | Management | For | For |
| 1D. | Election of Director: Dr. Argeris (Jerry) N. Karabelas | Management | For | For |
| 1E. | Election of Director: Sarah B. Kavanagh | Management | For | For |
| 1F. | Election of Director: Steven D. Miller | Management | For | For |
| 1G. | Election of Director: Joseph C. Papa | Management | For | For |
| 1H. | Election of Director: John A. Paulson | Management | For | For |
| 1I. | Election of Director: Robert N. Power | Management | For | For |
| 1J. | Election of Director: Russel C. Robertson | Management | For | For |
| 1K. | Election of Director: Thomas W. Ross, Sr. | Management | For | For |
| 1L. | Election of Director: Andrew C. von Eschenbach, M.D. | Management | For | For |
| 1M. | Election of Director: Amy B. Wechsler, M.D. | Management | For | For |
| 2. | The approval, in an advisory vote, of the compensation of | Management | For | For |
| our Named Executive Officers. | | | |
| 3. | To appoint PricewaterhouseCoopers LLP as the auditor | Management | For | For |
| for the Company to hold office until the close of the 2022 | | | |
| Annual Meeting of Shareholders and to authorize the | | | |
| Company's Board of Directors to fix the auditor's | | | |
| remuneration. | | | |
Page 16 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| FIRST HORIZON CORPORATION |
| Security | 320517105 | Meeting Type | Annual |
| Ticker Symbol | FHN | Meeting Date | 27-Apr-2021 |
| ISIN | US3205171057 | Agenda | 935349907 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Harry V. Barton, Jr. | | | |
| 1B. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Kenneth A. Burdick | | | |
| 1C. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Daryl G. Byrd | | | |
| 1D. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: John N. Casbon | | | |
| 1E. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: John C. Compton | | | |
| 1F. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Wendy P. Davidson | | | |
| 1G. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: William H. Fenstermaker | | | |
| 1H. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: D. Bryan Jordan | | | |
| 1I. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: J. Michael Kemp, Sr. | | | |
| 1J. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Rick E. Maples | | | |
| 1K. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Vicki R. Palmer | | | |
| 1L. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Colin V. Reed | | | |
| 1M. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: E. Stewart Shea, III | | | |
| 1N. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Cecelia D. Stewart | | | |
| 1O. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Rajesh Subramaniam | | | |
| 1P. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Rosa Sugrañes | | | |
| 1Q. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: R. Eugene Taylor | | | |
| 2. | Approval of the First Horizon Corporation 2021 Incentive | Management | For | For |
| Plan. | | | |
| 3. | Approval of an advisory resolution to approve executive | Management | For | For |
| compensation. | | | |
| 4. | Ratification of appointment of KPMG LLP as auditors. | Management | For | For |
| HANESBRANDS INC. |
| Security | 410345102 | Meeting Type | Annual |
| Ticker Symbol | HBI | Meeting Date | 27-Apr-2021 |
| ISIN | US4103451021 | Agenda | 935343474 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Cheryl K. Beebe | Management | For | For |
| 1B. | Election of Director: Stephen B. Bratspies | Management | For | For |
| 1C. | Election of Director: Geralyn R. Breig | Management | For | For |
| 1D. | Election of Director: Bobby J. Griffin | Management | For | For |
| 1E. | Election of Director: James C. Johnson | Management | For | For |
| 1F. | Election of Director: Franck J. Moison | Management | For | For |
| 1G. | Election of Director: Robert F. Moran | Management | For | For |
| 1H. | Election of Director: Ronald L. Nelson | Management | For | For |
| 1I. | 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' 2021 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. | | | |
Page 17 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| KIMCO REALTY CORPORATION |
| Security | 49446R109 | Meeting Type | Annual |
| Ticker Symbol | KIM | Meeting Date | 27-Apr-2021 |
| ISIN | US49446R1095 | Agenda | 935348044 - 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: Henry Moniz | 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, 2021 (AS MORE PARTICULARLY | | | |
| DESCRIBED IN THE PROXY STATEMENT). | | | |
| REGAL BELOIT CORPORATION |
| Security | 758750103 | Meeting Type | Annual |
| Ticker Symbol | RBC | Meeting Date | 27-Apr-2021 |
| ISIN | US7587501039 | Agenda | 935350051 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director for the term expiring in 2022: Jan A. | Management | For | For |
| Bertsch | | | |
| 1B. | Election of Director for the term expiring in 2022: Stephen | Management | For | For |
| M. Burt | | | |
| 1C. | Election of Director for the term expiring in 2022: Anesa | Management | For | For |
| T. Chaibi | | | |
| 1D. | Election of Director for the term expiring in 2022: | Management | For | For |
| Christopher L. Doerr | | | |
| 1E. | Election of Director for the term expiring in 2022: Dean A. | Management | For | For |
| Foate | | | |
| 1F. | Election of Director for the term expiring in 2022: Michael | Management | For | For |
| F. Hilton | | | |
| 1G. | Election of Director for the term expiring in 2022: Louis V. | Management | For | For |
| Pinkham | | | |
| 1H. | Election of Director for the term expiring in 2022: Rakesh | Management | For | For |
| Sachdev | | | |
| 1I. | Election of Director for the term expiring in 2022: Curtis | Management | For | For |
| W. Stoelting | | | |
| 2. | Advisory vote on the compensation of the company's | Management | Against | Against |
| 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 1, 2022. | | | |
Page 18 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| TRUIST FINANCIAL CORPORATION |
| Security | 89832Q109 | Meeting Type | Annual |
| Ticker Symbol | TFC | Meeting Date | 27-Apr-2021 |
| ISIN | US89832Q1094 | Agenda | 935345288 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Jennifer S. | | | |
| Banner | | | |
| 1B. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: K. David Boyer, | | | |
| Jr. | | | |
| 1C. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Agnes Bundy | | | |
| Scanlan | | | |
| 1D. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Anna R. Cablik | | | |
| 1E. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Dallas S. Clement | | | |
| 1F. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Paul D. Donahue | | | |
| 1G. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Paul R. Garcia | | | |
| 1H. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Patrick C. Graney | | | |
| III | | | |
| 1I. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Linnie M. | | | |
| Haynesworth | | | |
| 1J. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Kelly S. King | | | |
| 1K. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Easter A. | | | |
| Maynard | | | |
| 1L. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Donna S. Morea | | | |
| 1M. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Charles A. Patton | | | |
| 1N. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Nido R. Qubein | | | |
| 1O. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: David M. Ratcliffe | | | |
| 1P. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: William H. | | | |
| Rogers, Jr. | | | |
| 1Q. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Frank P. Scruggs, | | | |
| Jr. | | | |
| 1R. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Christine Sears | | | |
| 1S. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Thomas E. Skains | | | |
| 1T. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Bruce L. Tanner | | | |
| 1U. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Thomas N. | | | |
| Thompson | | | |
| 1V. | Election of Director for a one-year term expiring at the | Management | For | For |
| 2022 Annual Meeting of Shareholders: Steven C. | | | |
| Voorhees | | | |
| 2. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as Truist's independent | | | |
| registered public accounting firm for 2021. | | | |
| 3. | Advisory vote to approve Truist's executive compensation | Management | For | For |
| program. | | | |
Page 19 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| CORNING INCORPORATED |
| Security | 219350105 | Meeting Type | Annual |
| Ticker Symbol | GLW | Meeting Date | 29-Apr-2021 |
| ISIN | US2193501051 | Agenda | 935346975 - 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: Roger W. Ferguson, Jr. | Management | For | For |
| 1G. | Election of Director: Deborah A. Henretta | Management | For | For |
| 1H. | Election of Director: Daniel P. Huttenlocher | Management | For | For |
| 1I. | Election of Director: Kurt M. Landgraf | Management | For | For |
| 1J. | Election of Director: Kevin J. Martin | Management | For | For |
| 1K. | Election of Director: Deborah D. Rieman | Management | For | For |
| 1L. | Election of Director: Hansel E. Tookes, II | Management | For | For |
| 1M. | Election of Director: Wendell P. Weeks | Management | For | For |
| 1N. | Election of Director: Mark S. Wrighton | Management | For | For |
| 2. | Advisory approval of our executive compensation (Say on | Management | For | For |
| 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, 2021. | | | |
| 4. | Approval of our 2021 Long-Term Incentive Plan. | Management | For | For |
| ZIONS BANCORPORATION |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 30-Apr-2021 |
| ISIN | US9897011071 | Agenda | 935348854 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Maria Contreras-Sweet | 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: Claire A. Huang | 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. | | | |
| TOPBUILD CORP |
| Security | 89055F103 | Meeting Type | Annual |
| Ticker Symbol | BLD | Meeting Date | 03-May-2021 |
| ISIN | US89055F1030 | Agenda | 935353881 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Alec C. Covington | Management | For | For |
| 1B. | Election of Director: Robert Buck | 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, 2021. | | | |
| 3. | To approve, on an advisory basis, the compensation of | Management | For | For |
| the Company's named executive officers. | | | |
Page 20 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| DIAMONDROCK HOSPITALITY CO |
| Security | 252784301 | Meeting Type | Annual |
| Ticker Symbol | DRH | Meeting Date | 05-May-2021 |
| ISIN | US2527843013 | Agenda | 935366852 - 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: Kathleen A. Merrill | Management | For | For |
| 1E. | Election of Director: William J. Shaw | Management | For | For |
| 1F. | Election of Director: Bruce D. Wardinski | Management | For | For |
| 1G. | Election of Director: Tabassum Zalotrawala | Management | For | For |
| 2. | To approve, on a non-binding, advisory basis, the | Management | Against | Against |
| 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, 2021. | | | |
| 1H. | Election of Director: Michael A. Hartmeier | Management | For | For |
| DISCOVER FINANCIAL SERVICES |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 05-May-2021 |
| ISIN | US2547091080 | Agenda | 935348765 - 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: David L. Rawlinson II | Management | For | For |
| 1K. | Election of Director: Mark A. Thierer | Management | For | For |
| 1L. | Election of Director: Jennifer L. Wong | Management | For | For |
| 2. | Advisory vote to approve named executive officer | Management | For | For |
| compensation. | | | |
| 3. | To ratify the appointment of Deloitte & Touche LLP as the | Management | For | For |
| Company's independent registered public accounting | | | |
| firm. | | | |
Page 21 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| NEWELL BRANDS INC. |
| Security | 651229106 | Meeting Type | Annual |
| Ticker Symbol | NWL | Meeting Date | 05-May-2021 |
| ISIN | US6512291062 | Agenda | 935352687 - 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: Brett M. Icahn | Management | For | For |
| 1E. | Election of Director: Jay L. Johnson | 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 |
| 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, | | | |
| 2021. | | | |
| 3. | Advisory resolution to approve executive compensation. | Management | For | For |
| 4. | A stockholder proposal to amend the stockholder right to | Shareholder | For | Against |
| act by written consent. | | | |
| ACADIA HEALTHCARE COMPANY, INC. |
| Security | 00404A109 | Meeting Type | Annual |
| Ticker Symbol | ACHC | Meeting Date | 06-May-2021 |
| ISIN | US00404A1097 | Agenda | 935357699 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: E. Perot Bissell | Management | For | For |
| 1B. | Election of Director: Vicky B. Gregg | Management | For | For |
| 1C. | Election of Director: Debra K. Osteen | Management | For | For |
| 2. | Approve an amendment to the Acadia Healthcare | Management | For | For |
| Company, Inc. Incentive Compensation Plan. | | | |
| 3. | Advisory vote on the compensation of the Company's | Management | For | For |
| named executive officers as presented in the Proxy | | | |
| Statement. | | | |
| 4. | 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, 2021. | | | |
| CAMECO CORPORATION |
| Security | 13321L108 | Meeting Type | Annual |
| Ticker Symbol | CCJ | Meeting Date | 06-May-2021 |
| ISIN | CA13321L1085 | Agenda | 935373415 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| A | DIRECTOR | | Management | | |
| 1 | Leontine Atkins | | For | For |
| 2 | Ian Bruce | | For | For |
| 3 | Daniel Camus | | For | For |
| 4 | Donald Deranger | | For | For |
| 5 | Catherine Gignac | | For | For |
| 6 | Tim Gitzel | | For | For |
| 7 | Jim Gowans | | For | For |
| 8 | Kathryn Jackson | | For | For |
| 9 | Don Kayne | | For | For |
| B | Appoint KPMG LLP as auditors. | Management | For | For |
| C | Have a say on our approach to executive compensation | Management | For | For |
| (see page 8 of the management proxy circular) As this is | | | |
| an advisory vote, the results will not be binding on the | | | |
| board. Be it resolved that, on an advisory basis 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 2021 annual meeting of | | | |
| shareholders. | | | |
| D | Declare your residency You declare that the shares | Management | For | N/A |
| represented 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 22 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| THE KRAFT HEINZ COMPANY |
| Security | 500754106 | Meeting Type | Annual |
| Ticker Symbol | KHC | Meeting Date | 06-May-2021 |
| ISIN | US5007541064 | Agenda | 935357396 - 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: João M. Castro-Neves | Management | For | For |
| 1E. | Election of Director: Lori Dickerson Fouché | Management | For | For |
| 1F. | Election of Director: Timothy Kenesey | Management | For | For |
| 1G. | Election of Director: Elio Leoni Sceti | Management | For | For |
| 1H. | Election of Director: Susan Mulder | Management | For | For |
| 1I. | Election of Director: Miguel Patricio | Management | For | For |
| 1J. | Election of Director: John C. Pope | Management | For | For |
| 1K. | Election of Director: Alexandre Van Damme | Management | For | For |
| 2. | Advisory vote to approve executive compensation. | Management | For | For |
| 3. | Ratification of the selection of PricewaterhouseCoopers | Management | For | For |
| LLP as our independent auditors for 2021. | | | |
| LUNDIN MINING CORPORATION |
| Security | 550372106 | Meeting Type | Annual |
| Ticker Symbol | LUNMF | Meeting Date | 07-May-2021 |
| ISIN | CA5503721063 | Agenda | 935383745 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1 | DIRECTOR | | Management | | |
| 1 | Donald K. Charter | | For | For |
| 2 | C. Ashley Heppenstall | | For | For |
| 3 | Marie Inkster | | For | For |
| 4 | Peter C. Jones | | For | For |
| 5 | Jack O. Lundin | | For | For |
| 6 | Lukas H. Lundin | | For | For |
| 7 | Dale C. Peniuk | | For | For |
| 8 | Karen P. Poniachik | | For | For |
| 9 | Catherine J. G. Stefan | | For | For |
| 2 | Appointment of PricewaterhouseCoopers LLP, Chartered | Management | For | For |
| Professional Accountants as auditors of the Corporation | | | |
| for the ensuing year and to authorize the Directors to fix | | | |
| the remuneration paid to the auditors. | | | |
| 3 | Considering and, if deemed appropriate, passing, with or | Management | For | For |
| without variation, an ordinary, non-binding resolution, on | | | |
| an advisory basis and not to diminish the role and | | | |
| responsibilities of the Board, to accept the approach to | | | |
| executive compensation disclosed in the Corporation's | | | |
| Management Information Circular. | | | |
| 4 | Confirm Amended and Restated By-law No. 1 of the | Management | For | For |
| Corporation in the form of resolution presented in the | | | |
| Corporation's Management Information Circular. | | | |
Page 23 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| ACCELERATE DIAGNOSTICS |
| Security | 00430H102 | Meeting Type | Annual |
| Ticker Symbol | AXDX | Meeting Date | 08-May-2021 |
| ISIN | US00430H1023 | Agenda | 935390790 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Thomas D. Brown | | For | For |
| 2 | Louise L. Francesconi | | For | For |
| 3 | Mark C. Miller | | For | For |
| 4 | John Patience | | For | For |
| 5 | Jack Phillips | | For | For |
| 6 | Jack Schuler | | For | For |
| 7 | Matthew Strobeck, Ph.D. | | For | For |
| 8 | Frank J.M. ten Brink | | For | For |
| 9 | Charles Watts, M.D. | | For | For |
| 2. | To approve an amendment to the company's certificate of | Management | For | For |
| Incorporation to increase the total number of authorized | | | |
| shares of the company's common stock by 15,000,000 | | | |
| shares, to a total of 100,000,000 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, 2021. | | | |
| ALEXION PHARMACEUTICALS, INC. |
| Security | 015351109 | Meeting Type | Special |
| Ticker Symbol | ALXN | Meeting Date | 11-May-2021 |
| ISIN | US0153511094 | Agenda | 935410124 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | To adopt the Agreement and Plan of Merger, dated as of | Management | For | For |
| December 12, 2020 (as it may be amended from time to | | | |
| time, the "merger agreement") by and among Alexion, | | | |
| AstraZeneca PLC ("AstraZeneca"), Delta Omega Sub | | | |
| Holdings Inc., a wholly owned subsidiary of AstraZeneca | | | |
| ("Bidco"), Delta Omega Sub Holdings Inc. 1, a direct, | | | |
| wholly owned subsidiary of Bidco and Delta Omega Sub | | | |
| Holdings LLC 2, a direct, wholly owned subsidiary of | | | |
| Bidco (the "merger proposal"). | | | |
| 2. | To approve, on a non-binding, advisory basis, the | Management | For | For |
| compensation that may be paid or become payable to | | | |
| Alexion's named executive officers that is based on or | | | |
| otherwise relates to the transactions contemplated by the | | | |
| merger agreement. | | | |
| 3. | To approve the adjournment of the Alexion special | Management | For | For |
| meeting, if necessary or appropriate, to solicit additional | | | |
| proxies if there are not sufficient votes at the time of the | | | |
| Alexion special meeting to approve the merger proposal | | | |
| or to ensure that any supplement or amendment to this | | | |
| proxy statement/ prospectus is timely provided to Alexion | | | |
| stockholders. | | | |
Page 24 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| LKQ CORPORATION |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 11-May-2021 |
| ISIN | US5018892084 | Agenda | 935362878 - 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: Guhan Subramanian | Management | For | For |
| 1I. | Election of Director: Xavier Urbain | Management | For | For |
| 1J. | Election of Director: Jacob H. Welch | Management | For | For |
| 1K. | Election of Director: Dominick Zarcone | Management | For | For |
| 2. | Ratification of the appointment of Deloitte & Touche LLP | Management | For | For |
| as our independent registered public accounting firm for | | | |
| our fiscal year ending December 31, 2021. | | | |
| 3. | Approval, on an advisory basis, of the compensation of | Management | For | For |
| our named executive officers. | | | |
| MDU RESOURCES GROUP, INC. |
| Security | 552690109 | Meeting Type | Annual |
| Ticker Symbol | MDU | Meeting Date | 11-May-2021 |
| ISIN | US5526901096 | Agenda | 935362993 - 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: Dennis W. Johnson | Management | For | For |
| 1E. | Election of Director: Patricia L. Moss | Management | For | For |
| 1F. | Election of Director: Dale S. Rosenthal | 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 |
| 2. | Advisory Vote to Approve the Compensation Paid to the | Management | Against | Against |
| Company's Named Executive Officers. | | | |
| 3. | Ratification of the Appointment of Deloitte & Touche LLP | Management | For | For |
| as the Company's Independent Registered Public | | | |
| Accounting Firm for 2021. | | | |
| SPX CORPORATION |
| Security | 784635104 | Meeting Type | Annual |
| Ticker Symbol | SPXC | Meeting Date | 11-May-2021 |
| ISIN | US7846351044 | Agenda | 935370596 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Director for a term expiring in 2024: Ruth G. | Management | For | For |
| Shaw | | | |
| 1.2 | Election of Director for a term expiring in 2024: Robert B. | Management | For | For |
| Toth | | | |
| 1.3 | Election of Director for a term expiring in 2024: Angel S. | Management | For | For |
| Willis | | | |
| 2. | Approval of Named Executive Officers' Compensation, on | Management | Against | Against |
| a Non- binding Advisory Basis. | | | |
| 3. | Ratification of Appointment of Deloitte & Touche LLP as | Management | For | For |
| the Company's Independent Registered Public | | | |
| Accounting Firm for 2021. | | | |
Page 25 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| IRON MOUNTAIN INC. |
| Security | 46284V101 | Meeting Type | Annual |
| Ticker Symbol | IRM | Meeting Date | 12-May-2021 |
| ISIN | US46284V1017 | Agenda | 935361624 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director for a one-year term: Jennifer Allerton | Management | For | For |
| 1B. | Election of Director for a one-year term: Pamela M. | Management | For | For |
| Arway | | | |
| 1C. | Election of Director for a one-year term: Clarke H. Bailey | Management | For | For |
| 1D. | Election of Director for a one-year term: Kent P. Dauten | Management | For | For |
| 1E. | Election of Director for a one-year term: Monte Ford | Management | For | For |
| 1F. | Election of Director for a one-year term: Per-Kristian | Management | For | For |
| Halvorsen | | | |
| 1G. | Election of Director for a one-year term: Robin L. Matlock | Management | For | For |
| 1H. | Election of Director for a one-year term: William L. | Management | For | For |
| Meaney | | | |
| 1I. | Election of Director for a one-year term: Wendy J. | Management | For | For |
| Murdock | | | |
| 1J. | Election of Director for a one-year term: Walter C. | Management | For | For |
| Rakowich | | | |
| 1K. | Election of Director for a one-year term: Doyle R. Simons | Management | For | For |
| 1L. | Election of Director for a one-year term: Alfred J. | Management | For | For |
| Verrecchia | | | |
| 2. | The approval of an amendment to the 2014 Stock and | Management | For | For |
| Cash Incentive Plan (the "2014 Plan") to increase the | | | |
| number of shares of common stock of the Company | | | |
| ("Common Stock") authorized for issuance, to extend the | | | |
| termination date of the 2014 Plan, to provide that, other | | | |
| than in certain circumstances, no equity-based award will | | | |
| vest before the first anniversary of the date of grant and | | | |
| to provide that dividends and dividend equivalents are not | | | |
| paid with respect to stock options or stock appreciation | | | |
| rights. | | | |
| 3. | The approval of an amendment to the Iron Mountain | Management | For | For |
| Incorporated 2013 Employee Stock Purchase Plan (the | | | |
| "2013 ESPP"), to increase the number of shares of | | | |
| Common Stock authorized for issuance thereunder by | | | |
| 1,000,000. | | | |
| 4. | The approval of a non-binding, advisory resolution | Management | For | For |
| approving the compensation of our named executive | | | |
| officers as described in the Iron Mountain Incorporated | | | |
| Proxy Statement. | | | |
| 5. | The ratification of the selection by the Audit Committee of | Management | For | For |
| Deloitte & Touche LLP as Iron Mountain Incorporated's | | | |
| independent registered public accounting firm for the year | | | |
| ending December 31, 2021. | | | |
| SIMON PROPERTY GROUP, INC. |
| Security | 828806109 | Meeting Type | Annual |
| Ticker Symbol | SPG | Meeting Date | 12-May-2021 |
| ISIN | US8288061091 | Agenda | 935360608 - 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 | Management | For | For |
| Named Executive Officers. | | | |
| 3. | Ratification of Ernst & Young LLP as our Independent | Management | For | For |
| Registered Public Accounting Firm for 2021. | | | |
Page 26 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| SPX FLOW, INC. |
| Security | 78469X107 | Meeting Type | Annual |
| Ticker Symbol | FLOW | Meeting Date | 12-May-2021 |
| ISIN | US78469X1072 | Agenda | 935367056 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Majdi B. Abulaban | Management | For | For |
| 1B. | Election of Director: Anne K. Altman | Management | For | For |
| 1C. | Election of Director: Patrick D. Campbell | Management | For | For |
| 1D. | Election of Director: Robert F. Hull, Jr. | Management | For | For |
| 1E. | Election of Director: Marcus G. Michael | Management | For | For |
| 1F. | Election of Director: Jonathan M. Pratt | Management | For | For |
| 1G. | Election of Director: Sonya M. Roberts | Management | For | For |
| 1H. | Election of Director: Suzanne B. Rowland | Management | For | For |
| 1I. | 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 2021. | | | |
| CHENIERE ENERGY, INC. |
| Security | 16411R208 | Meeting Type | Annual |
| Ticker Symbol | LNG | Meeting Date | 13-May-2021 |
| ISIN | US16411R2085 | Agenda | 935404436 - 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: David B. Kilpatrick | Management | For | For |
| 1F. | Election of Director: Sean T. Klimczak | Management | For | For |
| 1G. | Election of Director: Andrew Langham | Management | For | For |
| 1H. | Election of Director: Donald F. Robillard, Jr | Management | For | For |
| 1I. | Election of Director: Neal A. Shear | Management | For | For |
| 1J. | Election of Director: Andrew J. Teno | Management | For | For |
| 2. | Approve, on an advisory and non-binding basis, the | Management | Against | Against |
| compensation of the Company's named executive | | | |
| officers for 2020. | | | |
| 3. | Ratification of the appointment of KPMG LLP as the | Management | For | For |
| Company's independent registered public accounting firm | | | |
| for 2021. | | | |
| HENRY SCHEIN, INC. |
| Security | 806407102 | Meeting Type | Annual |
| Ticker Symbol | HSIC | Meeting Date | 13-May-2021 |
| ISIN | US8064071025 | Agenda | 935367044 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Mohamad Ali | Management | For | For |
| 1B. | Election of Director: Barry J. Alperin | Management | For | For |
| 1C. | Election of Director: Gerald A. Benjamin | Management | For | For |
| 1D. | Election of Director: Stanley M. Bergman | Management | For | For |
| 1E. | Election of Director: James P. Breslawski | Management | For | For |
| 1F. | Election of Director: Deborah Derby | 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 |
| 1P. | Election of Director: Reed V. Tuckson, M.D., FACP | Management | For | For |
| 2. | Proposal to approve, by non-binding vote, the 2020 | Management | For | For |
| compensation paid to the Company's Named Executive | | | |
| Officers. | | | |
| 3. | 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 25, 2021. | | | |
Page 27 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| THE CHARLES SCHWAB CORPORATION |
| Security | 808513105 | Meeting Type | Annual |
| Ticker Symbol | SCHW | Meeting Date | 13-May-2021 |
| ISIN | US8085131055 | Agenda | 935378302 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Walter W. Bettinger II | Management | For | For |
| 1B. | Election of Director: Joan T. Dea | Management | For | For |
| 1C. | Election of Director: Christopher V. Dodds | Management | For | For |
| 1D. | Election of Director: Mark A. Goldfarb | Management | For | For |
| 1E. | Election of Director: Bharat B. Masrani | Management | For | For |
| 1F. | Election of Director: Charles A. Ruffel | Management | For | For |
| 2. | Ratification of the selection of Deloitte & Touche LLP as | Management | For | For |
| independent auditors. | | | |
| 3. | Advisory vote to approve named executive officer | Management | For | For |
| compensation. | | | |
| 4. | Stockholder Proposal requesting disclosure of lobbying | Shareholder | For | Against |
| policy, procedures and oversight; lobbying expenditures; | | | |
| and participation in organizations engaged in lobbying. | | | |
| 5. | Stockholder Proposal requesting declassification of the | Shareholder | For | Against |
| board of directors to elect each director annually. | | | |
| ANNALY CAPITAL MANAGEMENT, INC. |
| Security | 035710409 | Meeting Type | Annual |
| Ticker Symbol | NLY | Meeting Date | 19-May-2021 |
| ISIN | US0357104092 | Agenda | 935377449 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Francine J. Bovich | Management | For | For |
| 1B. | Election of Director: Wellington J. Denahan | Management | For | For |
| 1C. | Election of Director: Katie Beirne Fallon | Management | For | For |
| 1D. | Election of Director: David L. Finkelstein | Management | For | For |
| 1E. | Election of Director: Thomas Hamilton | Management | For | For |
| 1F. | Election of Director: Kathy Hopinkah Hannan | Management | For | For |
| 1G. | Election of Director: Michael Haylon | Management | For | For |
| 1H. | Election of Director: Eric A. Reeves | Management | For | For |
| 1I. | Election of Director: John H. Schaefer | Management | For | For |
| 1J. | Election of Director: Glenn A. Votek | Management | For | For |
| 1K. | Election of Director: Vicki Williams | Management | For | For |
| 2. | Advisory approval of the Company's executive | Management | Against | Against |
| compensation. | | | |
| 3. | Ratification of the appointment of Ernst & Young LLP as | Management | For | For |
| our independent registered public accounting firm for the | | | |
| fiscal year ending December 31, 2021. | | | |
Page 28 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| CALLAWAY GOLF COMPANY |
| Security | 131193104 | Meeting Type | Annual |
| Ticker Symbol | ELY | Meeting Date | 19-May-2021 |
| ISIN | US1311931042 | Agenda | 935367739 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Oliver G. (Chip) Brewer III | Management | For | For |
| 1b. | Election of Director: Erik J Anderson | Management | For | For |
| 1c. | Election of Director: Samuel H. Armacost | Management | For | For |
| 1d. | Election of Director: Scott H. Baxter | Management | For | For |
| 1e. | Election of Director: Thomas G. Dundon | Management | For | For |
| 1f. | Election of Director: Laura J. Flanagan | Management | For | For |
| 1g. | Election of Director: Russell L. Fleischer | Management | For | For |
| 1h. | Election of Director: John F. Lundgren | Management | For | For |
| 1i. | Election of Director: Scott M. Marimow | Management | For | For |
| 1j. | Election of Director: Adebayo O. Ogunlesi | Management | For | For |
| 1k. | Election of Director: Linda B. Segre | Management | For | For |
| 1l. | Election of Director: Anthony S. Thornley | Management | For | For |
| 2. | To ratify, on an advisory basis, the appointment of | Management | For | For |
| Deloitte & Touche LLP as the Company's independent | | | |
| registered public accounting firm for the fiscal year | | | |
| ending December 31, 2021. | | | |
| 3. | To approve, on an advisory basis, the compensation of | Management | For | For |
| the Company's named executive officers. | | | |
| 4. | To approve an amendment to the Company's Restated | Management | For | For |
| Certificate of Incorporation to increase the authorized | | | |
| number of shares of common stock from 240,000,000 to | | | |
| 360,000,000. | | | |
| FISERV, INC. |
| Security | 337738108 | Meeting Type | Annual |
| Ticker Symbol | FISV | Meeting Date | 19-May-2021 |
| ISIN | US3377381088 | Agenda | 935377893 - 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 | Kevin M. Warren | | For | For |
| 2. | To approve, on an advisory basis, the compensation of | Management | For | For |
| the named executive officers of Fiserv, Inc. | | | |
| 3. | To ratify the appointment of Deloitte & Touche LLP as the | Management | For | For |
| independent registered public accounting firm of Fiserv, | | | |
| Inc. for 2021. | | | |
| NEUROCRINE BIOSCIENCES, INC. |
| Security | 64125C109 | Meeting Type | Annual |
| Ticker Symbol | NBIX | Meeting Date | 19-May-2021 |
| ISIN | US64125C1099 | Agenda | 935384115 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | William H Rastetter PhD | | For | For |
| 2 | George J. Morrow | | For | For |
| 3 | Leslie V. Norwalk | | For | For |
| 2. | Advisory vote to approve the compensation paid to the | Management | For | For |
| 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 December 31, 2021. | | | |
Page 29 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| SS&C TECHNOLOGIES HOLDINGS, INC. |
| Security | 78467J100 | Meeting Type | Annual |
| Ticker Symbol | SSNC | Meeting Date | 19-May-2021 |
| ISIN | US78467J1007 | Agenda | 935382717 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Jonathan E. Michael | | 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, 2021. | | | |
| STATE STREET CORPORATION |
| Security | 857477103 | Meeting Type | Annual |
| Ticker Symbol | STT | Meeting Date | 19-May-2021 |
| ISIN | US8574771031 | Agenda | 935380408 - 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: A. Fawcett | Management | For | For |
| 1D. | Election of Director: W. Freda | Management | For | For |
| 1E. | Election of Director: S. Mathew | Management | For | For |
| 1F. | Election of Director: W. Meaney | Management | For | For |
| 1G. | Election of Director: R. O'Hanley | Management | For | For |
| 1H. | Election of Director: S. O'Sullivan | Management | For | For |
| 1I. | Election of Director: J. Portalatin | Management | For | For |
| 1J. | Election of Director: J. Rhea | Management | For | For |
| 1K. | Election of Director: R. Sergel | Management | For | For |
| 1L. | 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, 2021. | | | |
| 4. | Shareholder proposal requesting that the board oversee | Shareholder | For | Against |
| a racial equity audit. | | | |
| UNIVERSAL HEALTH SERVICES, INC. |
| Security | 913903100 | Meeting Type | Annual |
| Ticker Symbol | UHS | Meeting Date | 19-May-2021 |
| ISIN | US9139031002 | Agenda | 935378059 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 2. | Proposal to ratify the selection of | Management | For | For |
| PricewaterhouseCoopers LLP as the Company's | | | |
| independent registered public accounting firm for the | | | |
| fiscal year ending December 31, 2021. | | | |
Page 30 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP |
| Security | 929740108 | Meeting Type | Annual |
| Ticker Symbol | WAB | Meeting Date | 19-May-2021 |
| ISIN | US9297401088 | Agenda | 935373516 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Linda Harty | | For | For |
| 2 | Brian Hehir | | For | For |
| 3 | Michael Howell | | For | For |
| 2. | Approve an advisory (non-binding) resolution relating to | Management | For | For |
| the approval of 2020 named executive officer | | | |
| compensation. | | | |
| 3. | Ratify the appointment of Ernst & Young LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| 2021 fiscal year. | | | |
| XCEL ENERGY INC. |
| Security | 98389B100 | Meeting Type | Annual |
| Ticker Symbol | XEL | Meeting Date | 19-May-2021 |
| ISIN | US98389B1008 | Agenda | 935380321 - 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: Robert Frenzel | Management | For | For |
| 1D. | Election of Director: Netha Johnson | Management | For | For |
| 1E. | Election of Director: Patricia Kampling | Management | For | For |
| 1F. | Election of Director: George Kehl | Management | For | For |
| 1G. | Election of Director: Richard O'Brien | Management | For | For |
| 1H. | Election of Director: Charles Pardee | Management | For | For |
| 1I. | Election of Director: Christopher Policinski | Management | For | For |
| 1J. | Election of Director: James Prokopanko | Management | For | For |
| 1K. | Election of Director: David Westerlund | Management | For | For |
| 1L. | Election of Director: Kim Williams | Management | For | For |
| 1M. | Election of Director: Timothy 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 2021. | | | |
| 4. | Shareholder proposal regarding a report on the costs and | Shareholder | Against | For |
| benefits of Xcel Energy's voluntary climate-related | | | |
| activities. | | | |
| HANGER, INC. |
| Security | 41043F208 | Meeting Type | Annual |
| Ticker Symbol | HNGR | Meeting Date | 20-May-2021 |
| ISIN | US41043F2083 | Agenda | 935378136 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Vinit K. Asar | | For | For |
| 2 | Asif Ahmad | | For | For |
| 3 | Christopher B. Begley | | For | For |
| 4 | John T. Fox | | For | For |
| 5 | Thomas C. Freyman | | For | For |
| 6 | Stephen E. Hare | | For | For |
| 7 | Mark M. Jones | | For | For |
| 8 | Cynthia L. Lucchese | | For | For |
| 9 | Richard R. Pettingill | | For | For |
| 10 | Kathryn M. Sullivan | | For | For |
| 2. | To approve, by advisory vote, the compensation of the | Management | Against | Against |
| Company's named executive officers. | | | |
| 3. | To ratify the appointment of PricewaterhouseCoopers | Management | For | For |
| LLP as the Company's independent auditor for the fiscal | | | |
| year ended December 31, 2021. | | | |
Page 31 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| HOST HOTELS & RESORTS, INC. |
| Security | 44107P104 | Meeting Type | Annual |
| Ticker Symbol | HST | Meeting Date | 20-May-2021 |
| ISIN | US44107P1049 | Agenda | 935375572 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Director: Mary L. Baglivo | Management | For | For |
| 1.2 | Election of Director: Richard E. Marriott | Management | For | For |
| 1.3 | Election of Director: Sandeep L. Mathrani | Management | For | For |
| 1.4 | Election of Director: John B Morse, Jr. | Management | For | For |
| 1.5 | Election of Director: Mary Hogan Preusse | Management | For | For |
| 1.6 | Election of Director: Walter C. Rakowich | Management | For | For |
| 1.7 | Election of Director: James F. Risoleo | Management | For | For |
| 1.8 | Election of Director: Gordon H. Smith | Management | For | For |
| 1.9 | Election of Director: A. William Stein | Management | For | For |
| 2 | Ratify appointment of KPMG LLP as independent | Management | For | For |
| registered public accountants for 2021. | | | |
| 3 | Advisory resolution to approve executive compensation. | Management | For | For |
| 4 | Approval of the 2021 Employee Stock Purchase Plan. | Management | For | For |
| MASTEC, INC. |
| Security | 576323109 | Meeting Type | Annual |
| Ticker Symbol | MTZ | Meeting Date | 20-May-2021 |
| ISIN | US5763231090 | Agenda | 935380989 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Jose R. Mas | | For | For |
| 2 | Javier Palomarez | | For | For |
| 2. | Ratification of the appointment of BDO USA, LLP as our | Management | For | For |
| independent registered public accounting firm for 2021. | | | |
| 3. | Approval of a non-binding advisory resolution regarding | Management | For | For |
| the compensation of our named executive officers. | | | |
| 4. | Approval of the MasTec, Inc. Amended and Restated | Management | For | For |
| 2013 Incentive Compensation Plan. | | | |
| FLAGSTAR BANCORP, INC. |
| Security | 337930705 | Meeting Type | Annual |
| Ticker Symbol | FBC | Meeting Date | 25-May-2021 |
| ISIN | US3379307057 | Agenda | 935389773 - 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: Toan Huynh | Management | For | For |
| 1D. | Election of Director: Lori Jordan | Management | For | For |
| 1E. | Election of Director: John D. Lewis | Management | For | For |
| 1F. | Election of Director: Bruce E. Nyberg | Management | For | For |
| 1G. | Election of Director: James A. Ovenden | Management | For | For |
| 1H. | Election of Director: Peter Schoels | Management | For | For |
| 1I. | Election of Director: David L. Treadwell | Management | For | For |
| 1J. | Election of Director: Jennifer R. Whip | Management | For | For |
| 2. | To ratify the appointment of PricewaterhouseCoopers | Management | For | For |
| LLP as the Company's independent registered public | | | |
| accounting firm for the year ending December 31, 2021. | | | |
| 3. | To adopt an advisory (non-binding) resolution to approve | Management | Against | Against |
| named executive officer compensation. | | | |
Page 32 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| MOLSON COORS BEVERAGE COMPANY |
| Security | 60871R209 | Meeting Type | Annual |
| Ticker Symbol | TAP | Meeting Date | 26-May-2021 |
| ISIN | US60871R2094 | Agenda | 935387589 - 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. | | | |
| NXP SEMICONDUCTORS NV. |
| Security | N6596X109 | Meeting Type | Annual |
| Ticker Symbol | NXPI | Meeting Date | 26-May-2021 |
| ISIN | NL0009538784 | Agenda | 935428335 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Adoption of the 2020 Statutory Annual Accounts. | Management | For | For |
| 2. | Discharge of the members of the Board for their | Management | For | For |
| responsibilities in the financial year ended December 31, | | | |
| 2020 | | | |
| 3A. | Re-appoint Kurt Sievers as executive director | Management | For | For |
| 3B. | Re-appoint Sir Peter Bonfield as non-executive director | Management | For | For |
| 3C. | Appoint Annette Clayton as non-executive director | Management | For | For |
| 3D. | Appoint Anthony Foxx as non-executive director | Management | For | For |
| 3E. | Re-appoint Kenneth A. Goldman as non-executive | Management | For | For |
| director | | | |
| 3F. | Re-appoint Josef Kaeser as non-executive director | Management | For | For |
| 3G. | Re-appoint Lena Olving as non-executive director | Management | For | For |
| 3H. | Re-appoint Peter Smitham as non-executive director | Management | For | For |
| 3I. | Re-appoint Julie Southern as non-executive director | Management | For | For |
| 3J. | Re-appoint Jasmin Staiblin as non-executive director | Management | For | For |
| 3K. | Re-appoint Gregory Summe as non-executive director | Management | For | For |
| 3L. | 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. | Approval of the amended remuneration of the non- | Management | For | For |
| executive members of the Board | | | |
| 9. | Non-binding, advisory approval of the Named Executive | Management | For | For |
| Officers' compensation | | | |
| SKECHERS U.S.A., INC. |
| Security | 830566105 | Meeting Type | Annual |
| Ticker Symbol | SKX | Meeting Date | 26-May-2021 |
| ISIN | US8305661055 | Agenda | 935378225 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Robert Greenberg | | For | For |
| 2 | Morton Erlich | | For | For |
| 3 | Thomas Walsh | | For | For |
Page 33 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| ALLIANCE DATA SYSTEMS CORPORATION |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 27-May-2021 |
| ISIN | US0185811082 | Agenda | 935398708 - 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: Karin J. Kimbrough | Management | For | For |
| 1.5 | Election of Director: Rajesh Natarajan | Management | For | For |
| 1.6 | Election of Director: Timothy J. Theriault | Management | For | For |
| 1.7 | Election of Director: Laurie A. Tucker | Management | For | For |
| 1.8 | Election of Director: Sharen J. Turney | Management | For | For |
| 2. | Advisory vote to approve executive compensation. | Management | Against | Against |
| 3. | Ratification of the selection of Deloitte & Touche LLP as | Management | For | For |
| the independent registered public accounting firm of | | | |
| Alliance Data Systems Corporation for 2021. | | | |
| CPI CARD GROUP INC. |
| Security | 12634H200 | Meeting Type | Annual |
| Ticker Symbol | PMTS | Meeting Date | 27-May-2021 |
| ISIN | US12634H2004 | Agenda | 935388480 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Thomas Furey | Management | For | For |
| 1B. | Election of Director: Robert Pearce | Management | For | For |
| 1C. | Election of Director: Nicholas Peters | Management | For | For |
| 1D. | Election of Director: Scott Scheirman | Management | For | For |
| 1E. | Election of Director: Bradley Seaman | Management | For | For |
| 1F. | Election of Director: Marc Sheinbaum | Management | For | For |
| 1G. | Election of Director: Valerie Soranno Keating | Management | For | For |
| 2. | Ratification of KPMG LLP as independent registered | Management | For | For |
| public accounting firm for the year ending December 31, | | | |
| 2021. | | | |
| 3. | Advisory vote to approve named executive officer | Management | For | For |
| compensation. | | | |
| 4. | Advisory vote to approve the frequency of the stockholder | Management | 1 Year | For |
| vote to approve named executive officer compensation. | | | |
| 5. | Vote to approve an amendment and restatement of the | Management | For | For |
| CPI Card Group Inc. Omnibus Incentive Plan to increase | | | |
| the total number of shares of common stock of CPI Card | | | |
| Group Inc. reserved and available for issuance under the | | | |
| Omnibus Incentive Plan and to make other administrative | | | |
| changes. | | | |
| 6. | Vote of CPI Card Group Inc.'s "disinterested" | Management | For | For |
| stockholders to approve an amendment to the CPI Card | | | |
| Group Inc. Omnibus Incentive Plan to increase the | | | |
| maximum number of shares of common stock issuable to | | | |
| "Insiders" thereunder from 10% to 15% of the number of | | | |
| then issued and outstanding shares of common stock of | | | |
| CPI Card Group Inc. | | | |
| DULUTH HOLDINGS INC. |
| Security | 26443V101 | Meeting Type | Annual |
| Ticker Symbol | DLTH | Meeting Date | 27-May-2021 |
| ISIN | US26443V1017 | Agenda | 935390815 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Stephen L. Schlecht | | For | For |
| 2 | Francesca M. Edwardson | | For | For |
| 3 | David C. Finch | | For | For |
| 4 | Thomas G. Folliard | | For | For |
| 5 | Brenda I. Morris | | For | For |
| 6 | Brett L. Paschke | | For | For |
| 7 | Scott K. Williams | | For | For |
| 2. | The ratification of the selection of Grant Thornton LLP as | Management | For | For |
| the independent registered public accountants for Duluth | | | |
| Holdings Inc. for the year ending January 30, 2022. | | | |
Page 34 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| MIMEDX GROUP, INC. |
| Security | 602496101 | Meeting Type | Annual |
| Ticker Symbol | MDXG | Meeting Date | 27-May-2021 |
| ISIN | US6024961012 | Agenda | 935432461 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | M. Kathleen Behrens | | For | For |
| 2 | K. Todd Newton | | For | For |
| 3 | Timothy R. Wright | | For | For |
| 2A. | Election of Director (Class III): Phyllis Gardner | Management | For | For |
| 3. | Advisory approval of executive compensation. | Management | For | For |
| 4. | Ratification of Deloitte & Touche LLP as the Company's | Management | For | For |
| independent registered public accounting firm for the | | | |
| fiscal year ending December 31, 2021. | | | |
| 5. | Approval of an amendment to the Company's Restated | Management | For | For |
| Articles of Incorporation (the "Articles") to declassify the | | | |
| board of directors of the Company. | | | |
| 6. | Approval of an amendment to the Articles to reduce the | Management | For | For |
| ownership threshold to call a special shareholders' | | | |
| meeting. | | | | |
| 7. | Approval of an amendment to the Company's Amended | Management | For | For |
| and Restated Bylaws to adopt proxy access. | | | |
| PIONEER NATURAL RESOURCES COMPANY |
| Security | 723787107 | Meeting Type | Annual |
| Ticker Symbol | PXD | Meeting Date | 27-May-2021 |
| ISIN | US7237871071 | Agenda | 935392883 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: A.R. Alameddine | Management | For | For |
| 1B. | Election of Director: Edison C. Buchanan | Management | For | For |
| 1C. | Election of Director: Matt Gallagher | Management | For | For |
| 1D. | Election of Director: Phillip A. Gobe | Management | For | For |
| 1E. | Election of Director: Larry R. Grillot | Management | For | For |
| 1F. | Election of Director: Stacy P. Methvin | Management | For | For |
| 1G. | Election of Director: Royce W. Mitchell | Management | For | For |
| 1H. | Election of Director: Frank A. Risch | Management | For | For |
| 1I. | Election of Director: Scott D. Sheffield | Management | For | For |
| 1J. | Election of Director: 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 2021. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | Against | Against |
| OFFICER COMPENSATION. | | | |
| 4. | APPROVAL OF THE AMENDED AND RESTATED | Management | For | For |
| EMPLOYEE STOCK PURCHASE PLAN. | | | |
Page 35 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| TRANE TECHNOLOGIES PLC |
| Security | G8994E103 | Meeting Type | Annual |
| Ticker Symbol | TT | Meeting Date | 03-Jun-2021 |
| ISIN | IE00BK9ZQ967 | Agenda | 935408927 - 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: April Miller Boise | Management | For | For |
| 1J. | Election of Director: Karen B. Peetz | Management | For | For |
| 1K. | Election of Director: John P. Surma | Management | For | For |
| 1L. | Election of Director: Tony L. White | Management | For | For |
| 2. | Advisory approval of the compensation of the Company's | Management | Against | Against |
| named executive officers. | | | |
| 3. | Approval of the appointment of independent auditors of | Management | For | For |
| the Company and authorization of the Audit Committee of | | | |
| the Board of Directors to set the auditors' remuneration. | | | |
| 4. | Approval of the renewal of the Directors' existing authority | Management | For | For |
| to issue shares. | | | |
| 5. | Approval of the renewal of the Directors' existing authority | Management | For | For |
| to issue shares for cash without first offering shares to | | | |
| existing shareholders. (Special Resolution) | | | |
| 6. | Determination of the price range at which the Company | Management | For | For |
| can re-allot shares that it holds as treasury shares. | | | |
| (Special Resolution) | | | |
| FREEPORT-MCMORAN INC. |
| Security | 35671D857 | Meeting Type | Annual |
| Ticker Symbol | FCX | Meeting Date | 08-Jun-2021 |
| ISIN | US35671D8570 | Agenda | 935412762 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Director: David P. Abney | Management | For | For |
| 1.2 | Election of Director: Richard C. Adkerson | Management | For | For |
| 1.3 | Election of Director: Robert W. Dudley | Management | For | For |
| 1.4 | Election of Director: Lydia H. Kennard | Management | For | For |
| 1.5 | Election of Director: Dustan E. McCoy | Management | For | For |
| 1.6 | Election of Director: John J. Stephens | Management | For | For |
| 1.7 | 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 | | | |
| 2021. | | | |
| 3. | Approval, on an advisory basis, of the compensation of | Management | For | For |
| our named executive officers. | | | |
| URBAN OUTFITTERS, INC. |
| Security | 917047102 | Meeting Type | Annual |
| Ticker Symbol | URBN | Meeting Date | 08-Jun-2021 |
| ISIN | US9170471026 | Agenda | 935388012 - 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: Margaret A. Hayne | Management | For | For |
| 1E. | Election of Director: Richard A. Hayne | Management | For | For |
| 1F. | Election of Director: Elizabeth Ann Lambert | Management | For | For |
| 1G. | Election of Director: Amin N. Maredia | Management | For | For |
| 1H. | Election of Director: Wesley S. McDonald | Management | For | For |
| 1I. | Election of Director: Todd R. Morgenfeld | Management | For | For |
| 1J. | Election of Director: John C. Mulliken | Management | For | For |
| 2. | To ratify the appointment of Deloitte & Touche LLP as the | Management | For | For |
| Company's independent registered public accounting firm | | | |
| for Fiscal Year 2022. | | | |
| 3. | Advisory vote to approve executive compensation. | Management | For | For |
Page 36 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| DISCOVERY, INC. |
| Security | 25470F104 | Meeting Type | Annual |
| Ticker Symbol | DISCA | Meeting Date | 10-Jun-2021 |
| ISIN | US25470F1049 | Agenda | 935417902 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Robert R. Beck | | For | For |
| 2 | Robert L. Johnson | | For | For |
| 3 | J. David Wargo | | 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, 2021. | | | |
| HUDSON TECHNOLOGIES, INC. |
| Security | 444144109 | Meeting Type | Annual |
| Ticker Symbol | HDSN | Meeting Date | 10-Jun-2021 |
| ISIN | US4441441098 | Agenda | 935411570 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Vincent P. Abbatecola | | For | For |
| 2 | Brian F. Coleman | | For | For |
| 3 | Jill K. Frizzley | | For | For |
| 4 | Otto C. Morch | | For | For |
| 2. | To approve, by non-binding advisory vote, named | Management | Against | Against |
| executive officer compensation. | | | |
| 3. | To ratify the appointment of BDO USA, LLP as | Management | For | For |
| independent registered public accountants for the fiscal | | | |
| year ending December 31, 2021. | | | |
| WILLSCOT MOBILE MINI HOLDINGS CORP. |
| Security | 971378104 | Meeting Type | Annual |
| Ticker Symbol | WSC | Meeting Date | 11-Jun-2021 |
| ISIN | US9713781048 | Agenda | 935438829 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director to serve a three-year term: Ms. Sara | Management | For | For |
| R. Dial | | | |
| 1B. | Election of Director to serve a three-year term: Mr. | Management | For | For |
| Gerard E. Holthaus | | | |
| 1C. | Election of Director to serve a three-year term: Mr. Gary | Management | For | For |
| Lindsay | | | |
| 1D. | Election of Director to serve a three-year term: Ms. | Management | For | For |
| Kimberly J. McWaters | | | |
| 2. | To ratify the appointment of Ernst & Young LLP as | Management | For | For |
| independent registered public accounting firm of WillScot | | | |
| Mobile Mini Holdings Corp. for the fiscal year ending | | | |
| December 31, 2021. | | | |
| 3. | To approve, on an advisory and non-binding basis, the | Management | For | For |
| compensation of the named executive officers of WillScot | | | |
| Mobile Mini Holdings Corp. | | | |
| 4. | To approve amendments to the Amended and Restated | Management | For | For |
| Certificate of Incorporation of WillScot Mobile Mini | | | |
| Holdings Corp. to declassify the Board of Directors. | | | |
Page 37 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| PURE STORAGE, INC. |
| Security | 74624M102 | Meeting Type | Annual |
| Ticker Symbol | PSTG | Meeting Date | 15-Jun-2021 |
| ISIN | US74624M1027 | Agenda | 935420771 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Jeff Rothschild | | For | For |
| 2 | Anita Sands | | For | For |
| 3 | Susan Taylor | | For | For |
| 2. | Ratification of the selection of Deloitte & Touche LLP as | Management | For | For |
| our independent registered public accounting firm for our | | | |
| fiscal year ending February 6, 2022. | | | |
| 3. | An advisory vote on our named executive officer | Management | Against | Against |
| compensation. | | | |
| BLACK KNIGHT, INC. |
| Security | 09215C105 | Meeting Type | Annual |
| Ticker Symbol | BKI | Meeting Date | 16-Jun-2021 |
| ISIN | US09215C1053 | Agenda | 935418752 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | William P. Foley, II | | For | For |
| 2 | Anthony M. Jabbour | | For | For |
| 3 | Catherine L. Burke | | For | For |
| 4 | Thomas M. Hagerty | | For | For |
| 5 | Joseph M. Otting | | For | For |
| 6 | John D. Rood | | For | For |
| 7 | Nancy L. Shanik | | 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 KPMG LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| 2021 fiscal year. | | | |
| FIDELITY NATIONAL FINANCIAL, INC. |
| Security | 31620R303 | Meeting Type | Annual |
| Ticker Symbol | FNF | Meeting Date | 16-Jun-2021 |
| ISIN | US31620R3030 | Agenda | 935420896 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Raymond R. Quirk | | For | For |
| 2 | Sandra D. Morgan | | For | For |
| 3 | Heather H. Murren | | For | For |
| 4 | John D. Rood | | For | For |
| 2. | Approval of a non-binding advisory resolution on the | Management | Against | Against |
| 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 | | | |
| 2021 fiscal year. | | | |
Page 38 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| INGERSOLL RAND INC. |
| Security | 45687V106 | Meeting Type | Annual |
| Ticker Symbol | IR | Meeting Date | 16-Jun-2021 |
| ISIN | US45687V1061 | Agenda | 935424490 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | To approve the amendment of Article VI of the Amended | Management | For | For |
| and Restated Certificate of Ingersoll Rand Inc., as | | | |
| amended (the "Certificate of Incorporation"), to declassify | | | |
| the board of directors and to provide for the immediate | | | |
| election of all directors. | | | |
| 2. | To approve the amendment of Article V of the Certificate | Management | For | For |
| of Incorporation to eliminate the supermajority | | | |
| stockholder vote required to amend, alter, repeal or | | | |
| rescind provisions of the Certificate of Incorporation and | | | |
| to make a corresponding change to the title of such | | | |
| Article V. | | | |
| 3. | To approve the amendment of Article V of the Certificate | Management | For | For |
| of Incorporation to eliminate the supermajority | | | |
| stockholder vote required for stockholders to amend, | | | |
| alter, repeal or rescind, in whole or in part, any provision | | | |
| of the Bylaws of the Company or to adopt any provision | | | |
| inconsistent therewith. | | | |
| 4. | To ratify the appointment of Deloitte & Touche LLP as our | Management | For | For |
| independent registered public accounting firm for 2021. | | | |
| 5. | To approve, in a non-binding advisory vote, the | Management | For | For |
| compensation paid to our named executive officers. | | | |
| 6. | DIRECTOR | Management | | |
| 1 | Peter M. Stavros* | | For | For |
| 2 | Kirk E. Arnold* | | For | For |
| 3 | Elizabeth Centoni* | | For | For |
| 4 | William P. Donnelly* | | For | For |
| 5 | Gary D. Forsee* | | For | For |
| 6 | John Humphrey* | | For | For |
| 7 | Marc E. Jones* | | For | For |
| 8 | Vicente Reynal* | | For | For |
| 9 | Joshua T. Weisenbeck* | | For | For |
| 10 | Tony L. White* | | For | For |
| 11 | Peter M. Stavros# | | For | For |
| 12 | Elizabeth Centoni# | | For | For |
| 13 | Gary D. Forsee# | | For | For |
| 14 | Tony L. White# | | For | For |
| SERVICE PROPERTIES TRUST |
| Security | 81761L102 | Meeting Type | Annual |
| Ticker Symbol | SVC | Meeting Date | 16-Jun-2021 |
| ISIN | US81761L1026 | Agenda | 935406492 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Nominee (for Independent Trustee): Laurie B. | Management | For | For |
| Burns | | | |
| 1.2 | Election of Nominee (for Independent Trustee): William | Management | For | For |
| A. Lamkin | | | |
| 2. | Advisory vote to approve executive compensation. | Management | For | For |
| 3. | Ratification of the appointment of Deloitte & Touche LLP | Management | For | For |
| as independent auditors to serve for the 2021 fiscal year. | | | |
| AERIE PHARMACEUTICALS, INC. |
| Security | 00771V108 | Meeting Type | Annual |
| Ticker Symbol | AERI | Meeting Date | 17-Jun-2021 |
| ISIN | US00771V1089 | Agenda | 935421165 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | M. du Toit | | For | For |
| 2 | D. Gryska | | 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 December 31, 2021. | | | |
| 3. | To approve, by a non-binding vote, the compensation of | Management | Against | Against |
| our named executive officers ("say-on-pay"). | | | |
Page 39 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| BED BATH & BEYOND INC. |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 17-Jun-2021 |
| ISIN | US0758961009 | Agenda | 935440090 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Harriet Edelman | | | |
| 1B. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Mark J. Tritton | | | |
| 1C. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: John E. Fleming | | | |
| 1D. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Sue E. Gove | | | |
| 1E. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Jeffrey A. Kirwan | | | |
| 1F. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Virginia P. Ruesterholz | | | |
| 1G. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Joshua E. Schechter | | | |
| 1H. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Andrea M. Weiss | | | |
| 1I. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Mary A. Winston | | | |
| 1J. | Election of Director to serve until the 2022 Annual | Management | For | For |
| Meeting: Ann Yerger | | | |
| 2. | To ratify the appointment of KPMG LLP as independent | Management | For | For |
| auditors for the 2021 fiscal year. | | | |
| 3. | To approve, by non-binding vote, the 2020 compensation | Management | For | For |
| paid to the Company's Named Executive Officers | | | |
| (commonly known as a "say-on-pay" proposal). | | | |
| MGP INGREDIENTS INC |
| Security | 55303J106 | Meeting Type | Annual |
| Ticker Symbol | MGPI | Meeting Date | 17-Jun-2021 |
| ISIN | US55303J1060 | Agenda | 935413310 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Neha J. Clark | Management | For | For |
| 1B. | Election of Director: Thomas A. Gerke | Management | For | For |
| 1C. | Election of Director: Donn Lux | Management | For | For |
| 1D. | Election of Director: Kevin S. Rauckman | 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. | | | |
| II-VI INCORPORATED |
| Security | 902104108 | Meeting Type | Special |
| Ticker Symbol | IIVI | Meeting Date | 24-Jun-2021 |
| ISIN | US9021041085 | Agenda | 935442993 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Proposal to approve the issuance of shares of II-VI | Management | For | For |
| Incorporated's common stock, no par value, pursuant to | | | |
| the terms of the Agreement and Plan of Merger, dated as | | | |
| of March 25, 2021, as may be amended from time to | | | |
| time, by and among II-VI Incorporated, a Pennsylvania | | | |
| corporation, Watson Merger Sub Inc., a Delaware | | | |
| corporation and a wholly owned subsidiary of II-VI | | | |
| Incorporated, and Coherent, Inc., a Delaware | | | |
| corporation, in the amounts necessary to complete the | | | |
| merger contemplated thereby. | | | |
| 2. | Proposal to adjourn II-VI Incorporated's special meeting | Management | For | For |
| to a later date or dates, if necessary or appropriate, | | | |
| including to solicit additional proxies in the event there | | | |
| are not sufficient votes at the time of II-VI Incorporated's | | | |
| special meeting to approve the share issuance proposal | | | |
| described above. | | | |
Page 40 of 41
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2020 to 06/30/2021
| XENCOR, INC. |
| Security | 98401F105 | Meeting Type | Annual |
| Ticker Symbol | XNCR | Meeting Date | 24-Jun-2021 |
| ISIN | US98401F1057 | Agenda | 935422662 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Bassil I. Dahiyat Ph.D. | | For | For |
| 2 | Ellen G. Feigal, M.D. | | For | For |
| 3 | Kevin C. Gorman, Ph. D. | | For | For |
| 4 | Kurt A. Gustafson | | For | For |
| 5 | Yujiro S. Hata | | For | For |
| 6 | A. Bruce Montgomery M.D | | For | For |
| 7 | Richard J. Ranieri | | For | For |
| 8 | Dagmar Rosa-Bjorkeson | | For | For |
| 2. | To ratify the selection by the Audit Committee of the | Management | For | For |
| Board of Directors of RSM US LLP as the independent | | | |
| registered public accounting firm of the Company for its | | | |
| fiscal year ending December 31, 2021. | | | |
| 3. | To hold a non-binding advisory vote on the compensation | Management | For | For |
| of the Company's named executive officers, as disclosed | | | |
| in the proxy statement. | | | |
| EXACT SCIENCES CORPORATION |
| Security | 30063P105 | Meeting Type | Annual |
| Ticker Symbol | EXAS | Meeting Date | 30-Jun-2021 |
| ISIN | US30063P1057 | Agenda | 935434960 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Paul Clancy | | For | For |
| 2 | Pierre Jacquet | | For | For |
| 3 | Daniel Levangie | | For | For |
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as | Management | For | For |
| our independent registered public accounting firm for | | | |
| 2021. | | | |
| 3. | To approve, on an advisory basis, the compensation of | Management | For | For |
| the Company's named executive officers. | | | |
Page 41 of 41
Thompson Bond Fund
There were no matters relating to a portfolio security considered at any shareholder meetings held during the reporting period and with respect to which the registrant was entitled to vote.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THOMPSON IM FUNDS, INC. |
| |
| By: | /s/ Jason L. Stephens |
| Jason L. Stephens, Chief Executive Officer |
| |
| Date: August 27, 2021 |
