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: 07/01/2021-06/30/2022
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 07/01/2021 to 06/30/2022
| MCKESSON CORPORATION |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 23-Jul-2021 |
| ISIN | US58155Q1031 | Agenda | 935457425 - 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: Donald R. | Management | For | For |
| Knauss | | | |
| 1C. | Election of Director for a one-year term: Bradley E. | Management | For | For |
| Lerman | | | |
| 1D. | Election of Director for a one-year term: Linda P. Mantia | Management | For | For |
| 1E. | Election of Director for a one-year term: Maria Martinez | Management | For | For |
| 1F. | Election of Director for a one-year term: Edward A. | Management | For | For |
| Mueller | | | |
| 1G. | Election of Director for a one-year term: Susan R. Salka | Management | For | For |
| 1H. | Election of Director for a one-year term: Brian S. Tyler | Management | For | For |
| 1I. | Election of Director for a one-year term: Kenneth E. | Management | For | For |
| Washington | | | |
| 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, 2022. | | | |
| 3. | Advisory vote on executive compensation. | Management | For | For |
| 4. | Shareholder proposal on action by written consent of | Shareholder | For | Against |
| shareholders. | | | |
| DARDEN RESTAURANTS, INC. |
| Security | 237194105 | Meeting Type | Annual |
| Ticker Symbol | DRI | Meeting Date | 22-Sep-2021 |
| ISIN | US2371941053 | Agenda | 935481856 - 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 | For | For |
| 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 29, 2022. | | | |
| 4. | To approve the amended Darden Restaurants, Inc. | Management | For | For |
| Employee Stock Purchase Plan. | | | |
| 5. | Proposal has been withdrawn. | Shareholder | For | N/A |
Page 1 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| FEDEX CORPORATION |
| Security | 31428X106 | Meeting Type | Annual |
| Ticker Symbol | FDX | Meeting Date | 27-Sep-2021 |
| ISIN | US31428X1063 | Agenda | 935484016 - 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: KIMBERLY A. JABAL | Management | For | For |
| 1D. | Election of Director: SHIRLEY ANN JACKSON | Management | For | For |
| 1E. | Election of Director: R. BRAD MARTIN | Management | For | For |
| 1F. | Election of Director: JOSHUA COOPER RAMO | Management | For | For |
| 1G. | Election of Director: SUSAN C. SCHWAB | Management | For | For |
| 1H. | Election of Director: FREDERICK W. SMITH | Management | For | For |
| 1I. | Election of Director: DAVID P. STEINER | Management | For | For |
| IJ. | Election of Director: RAJESH SUBRAMANIAM | Management | For | For |
| 1K. | 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 2022. | | | |
| 4. | Stockholder proposal regarding independent board | Shareholder | Against | For |
| chairman. | | | |
| 5. | Stockholder proposal regarding report on alignment | Shareholder | For | Against |
| between company values and electioneering | | | |
| contributions. | | | |
| 6. | Stockholder proposal regarding lobbying activity and | Shareholder | For | Against |
| expenditure report. | | | |
| 7. | Stockholder proposal regarding assessing inclusion in the | Shareholder | For | Against |
| workplace. | | | |
| 8. | Stockholder proposal regarding shareholder ratification of | Shareholder | For | Against |
| termination pay. | | | |
| BREAD FINANCIAL HOLDINGS, INC. |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 29-Oct-2021 |
| ISIN | US0185811082 | Agenda | 935514061 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Non-Voting Agenda. | Management | For | N/A |
| ORACLE CORPORATION |
| Security | 68389X105 | Meeting Type | Annual |
| Ticker Symbol | ORCL | Meeting Date | 10-Nov-2021 |
| ISIN | US68389X1054 | Agenda | 935498027 - 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 the Compensation of our | Management | For | For |
| Named Executive Officers. | | | |
| 3. | Approve an Amendment to the Oracle Corporation 2020 | Management | For | For |
| Equity Incentive Plan. | | | |
| 4. | Ratification of Selection of Independent Registered Public | Management | For | For |
| Accounting Firm. | | | |
| 5. | Stockholder Proposal Regarding Racial Equity Audit. | Shareholder | For | Against |
| 6. | Stockholder Proposal Regarding Independent Board | Shareholder | Against | For |
| Chair. | | | | |
| 7. | Stockholder Proposal Regarding Political Spending. | Shareholder | For | Against |
Page 2 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| VIAVI SOLUTIONS INC. |
| Security | 925550105 | Meeting Type | Annual |
| Ticker Symbol | VIAV | Meeting Date | 10-Nov-2021 |
| ISIN | US9255501051 | Agenda | 935500896 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Richard E. Belluzzo | | For | For |
| 2 | Keith Barnes | | For | For |
| 3 | Laura Black | | For | For |
| 4 | Tor Braham | | For | For |
| 5 | Timothy Campos | | For | For |
| 6 | Donald Colvin | | For | For |
| 7 | Masood A. Jabbar | | For | For |
| 8 | Oleg Khaykin | | For | For |
| 2. | Ratification of the Appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as VIAVI's independent | | | |
| registered public accounting firm for fiscal year 2022. | | | |
| 3. | Approval, in a Non-Binding Advisory Vote, of the | Management | For | For |
| Compensation for Named Executive Officers. | | | |
| II-VI INCORPORATED |
| Security | 902104108 | Meeting Type | Annual |
| Ticker Symbol | IIVI | Meeting Date | 18-Nov-2021 |
| ISIN | US9021041085 | Agenda | 935502028 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Class Four Director for a three-year term to | Management | For | For |
| expire at the annual meeting of shareholders in 2024: | | | |
| Howard H. Xia | | | |
| 1B. | Election of Class Four Director for a three-year term to | Management | For | For |
| expire at the annual meeting of shareholders in 2024: | | | |
| Vincent D. Mattera, Jr. | | | |
| 1C. | Election of Class Four Director for a three-year term to | Management | For | For |
| expire at the annual meeting of shareholders in 2024: | | | |
| Michael L. Dreyer | | | |
| 1D. | Election of Class Four Director for a three-year term to | Management | For | For |
| expire at the annual meeting of shareholders in 2024: | | | |
| Stephen Pagliuca | | | |
| 2. | Non-binding advisory vote to approve compensation paid | Management | For | For |
| to named executive officers in fiscal year 2021. | | | |
| 3. | Ratification of the Audit Committee's selection of Ernst & | Management | For | For |
| Young LLP as the Company's independent registered | | | |
| public accounting firm for the fiscal year ending June 30, | | | |
| 2022. | | | |
| PERFORMANCE FOOD GROUP COMPANY |
| Security | 71377A103 | Meeting Type | Annual |
| Ticker Symbol | PFGC | Meeting Date | 18-Nov-2021 |
| ISIN | US71377A1034 | Agenda | 935506379 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: George L. Holm | Management | For | For |
| 1B. | Election of Director: Manuel A. Fernandez | Management | For | For |
| 1C. | Election of Director: Barbara J. Beck | Management | For | For |
| 1D. | Election of Director: William F. Dawson Jr. | Management | For | For |
| 1E. | Election of Director: Laura Flanagan | Management | For | For |
| 1F. | Election of Director: Matthew C. Flanigan | Management | For | For |
| 1G. | Election of Director: Kimberly S. Grant | Management | For | For |
| 1H. | Election of Director: Jeffrey M. Overly | Management | For | For |
| 1I. | Election of Director: David V. Singer | Management | For | For |
| 1J. | Election of Director: Randall N. Spratt | Management | For | For |
| 1K. | Election of Director: Warren M. Thompson | Management | For | For |
| 2. | To ratify the appointment of Deloitte & Touche LLP as our | Management | For | For |
| independent registered public accounting firm for fiscal | | | |
| 2022. | | | |
| 3. | To approve, in a non-binding advisory vote, the | Management | For | For |
| compensation paid to the named executive officers. | | | |
Page 3 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| LUMENTUM HOLDINGS INC. |
| Security | 55024U109 | Meeting Type | Annual |
| Ticker Symbol | LITE | Meeting Date | 19-Nov-2021 |
| ISIN | US55024U1097 | Agenda | 935499916 - 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: Isaac H. Harris | Management | For | For |
| 1D. | Election of Director: Julia S. Johnson | Management | For | For |
| 1E. | Election of Director: Brian J. Lillie | Management | For | For |
| 1F. | Election of Director: Alan S. Lowe | Management | For | For |
| 1G. | Election of Director: Ian S. Small | Management | For | For |
| 1H. | 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 approve the Amended and Restated 2015 Equity | Management | For | For |
| Incentive Plan. | | | |
| 4. | To ratify the appointment of Deloitte & Touche LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| fiscal year ending July 2, 2022. | | | |
| MICROSOFT CORPORATION |
| Security | 594918104 | Meeting Type | Annual |
| Ticker Symbol | MSFT | Meeting Date | 30-Nov-2021 |
| ISIN | US5949181045 | Agenda | 935505480 - 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 | 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: Carlos A. Rodriguez | Management | For | For |
| 1H. | Election of Director: Charles W. Scharf | Management | For | For |
| 1I. | Election of Director: John W. Stanton | Management | For | For |
| 1J. | Election of Director: John W. Thompson | Management | For | For |
| 1K. | Election of Director: 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. | Approve Employee Stock Purchase Plan. | Management | For | For |
| 4. | Ratification of the Selection of Deloitte & Touche LLP as | Management | For | For |
| our Independent Auditor for Fiscal Year 2022. | | | |
| 5. | Shareholder Proposal - Report on median pay gaps | Shareholder | For | Against |
| across race and gender. | | | |
| 6. | Shareholder Proposal - Report on effectiveness of | Shareholder | For | Against |
| workplace sexual harassment policies. | | | |
| 7. | Shareholder Proposal - Prohibition on sales of facial | Shareholder | For | Against |
| recognition technology to all government entities. | | | |
| 8. | Shareholder Proposal - Report on implementation of the | Shareholder | For | Against |
| Fair Chance Business Pledge. | | | |
| 9. | Shareholder Proposal - Report on how lobbying activities | Shareholder | For | Against |
| align with company policies. | | | |
Page 4 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| VIATRIS INC. |
| Security | 92556V106 | Meeting Type | Annual |
| Ticker Symbol | VTRS | Meeting Date | 10-Dec-2021 |
| ISIN | US92556V1061 | Agenda | 935512219 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Class I Director each to hold office until the | Management | For | For |
| 2023 annual meeting: Neil Dimick | | | |
| 1B. | Election of Class I Director each to hold office until the | Management | For | For |
| 2023 annual meeting: Michael Goettler | | | |
| 1C. | Election of Class I Director each to hold office until the | Management | For | For |
| 2023 annual meeting: Ian Read | | | |
| 1D. | Election of Class I Director each to hold office until the | Management | For | For |
| 2023 annual meeting: Pauline van der Meer Mohr | | | |
| 2. | Approval, on non-binding advisory basis, of the 2020 | Management | For | For |
| compensation of the named executive officers of the | | | |
| Company (the "Say-on-Pay vote"). | | | |
| 3. | A non-binding advisory vote on the frequency of the Say- | Management | 1 Year | For |
| on-Pay vote. | | | |
| 4. | Ratification of the selection of Deloitte & Touche LLP as | Management | For | For |
| the Company's independent registered public accounting | | | |
| firm for the fiscal year ending December 31, 2021. | | | |
| CISCO SYSTEMS, INC. |
| Security | 17275R102 | Meeting Type | Annual |
| Ticker Symbol | CSCO | Meeting Date | 13-Dec-2021 |
| ISIN | US17275R1023 | Agenda | 935511469 - 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: John D. Harris II | Management | For | For |
| 1F. | Election of Director: Dr. Kristina M. Johnson | Management | For | For |
| 1G. | Election of Director: Roderick C. McGeary | Management | For | For |
| 1H. | Election of Director: Charles H. Robbins | Management | For | For |
| 1I. | Election of Director: Brenton L. Saunders | Management | For | For |
| 1J. | Election of Director: Dr. Lisa T. Su | Management | For | For |
| 1K. | Election of Director: Marianna Tessel | Management | For | For |
| 2. | Approval, on an advisory basis, of executive | Management | For | For |
| compensation. | | | |
| 3. | Ratification of PricewaterhouseCoopers LLP as Cisco's | Management | For | For |
| independent registered public accounting firm for fiscal | | | |
| 2022. | | | |
| 4. | Approval to have Cisco's Board amend Cisco's proxy | Shareholder | Against | For |
| access bylaw to remove the stockholder aggregation | | | |
| limit. | | | |
Page 5 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| VISA INC. |
| Security | 92826C839 | Meeting Type | Annual |
| Ticker Symbol | V | Meeting Date | 25-Jan-2022 |
| ISIN | US92826C8394 | Agenda | 935531550 - 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: Linda J. Rendle | Management | For | For |
| 1J. | Election of Director: Maynard G. Webb, Jr. | Management | For | For |
| 2. | To approve, on an advisory basis, the compensation paid | Management | For | For |
| to our named executive officers. | | | |
| 3. | To ratify the appointment of KPMG LLP as our | Management | For | For |
| independent registered public accounting firm for fiscal | | | |
| year 2022. | | | |
| WALGREENS BOOTS ALLIANCE, INC. |
| Security | 931427108 | Meeting Type | Annual |
| Ticker Symbol | WBA | Meeting Date | 27-Jan-2022 |
| ISIN | US9314271084 | Agenda | 935533302 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Janice M. Babiak | Management | For | For |
| 1B. | Election of Director: David J. Brailer | Management | For | For |
| 1C. | Election of Director: Rosalind G. Brewer | 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 |
| 2. | Advisory vote to approve named executive officer | Management | For | For |
| compensation. | | | |
| 3. | Ratification of the appointment of Deloitte & Touche LLP | Management | For | For |
| as the independent registered public accounting firm for | | | |
| fiscal year 2022. | | | |
| 4. | Stockholder proposal requesting conversion to a Public | Shareholder | For | Against |
| Benefit Corporation. | | | |
| 5. | Stockholder proposal to reduce the ownership threshold | Shareholder | For | Against |
| for calling special meetings of stockholders. | | | |
| 6. | Stockholder proposal requesting report on public health | Shareholder | Against | For |
| costs due to tobacco product sales and the impact on | | | |
| overall market returns. | | | |
Page 6 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| INFINEON TECHNOLOGIES AG |
| Security | 45662N103 | Meeting Type | Annual |
| Ticker Symbol | IFNNY | Meeting Date | 17-Feb-2022 |
| ISIN | US45662N1037 | Agenda | 935544533 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 2. | Utilization of unappropriated profit. | Management | For | For |
| 3A. | Approval of the acts of the member of the Management | Management | For | For |
| Board: Dr. Reinhard Ploss | | | |
| 3B. | Approval of the acts of the member of the Management | Management | For | For |
| Board: Dr. Helmut Gassel | | | |
| 3C. | Approval of the acts of the member of the Management | Management | For | For |
| Board: Jochen Hanebeck | | | |
| 3D. | Approval of the acts of the member of the Management | Management | For | For |
| Board: Constanze Hufenbecher (since 15 April 2021) | | | |
| 3E. | 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: Xiaoqun Clever | | | |
| 4C. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Johann Dechant | | | |
| 4D. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Friedrich Eichiner | | | |
| 4E. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Annette Engelfried | | | |
| 4F. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Peter Gruber | | | |
| 4G. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Hans-Ulrich Holdenried | | | |
| 4H. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Susanne Lachenmann | | | |
| 4I. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Géraldine Picaud | | | |
| 4J. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Manfred Puffer | | | |
| 4K. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Melanie Riedl | | | |
| 4L. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Jürgen Scholz | | | |
| 4M. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Kerstin Schulzendorf | | | |
| 4N. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Ulrich Spiesshofer | | | |
| 4O. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Margret Suckale | | | |
| 4P. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Diana Vitale | | | |
| 5. | Appointment of the Company and Group auditor for the | Management | For | For |
| 2022 fiscal year and the auditor for the review of the Half- | | | |
| Year Financial Report as well as for the possible review | | | |
| of other quarterly financial reports for the 2022 fiscal | | | |
| year. | | | |
| 6. | Election to the Supervisory Board - Géraldine Picaud | Management | For | For |
| APPLE INC. |
| Security | 037833100 | Meeting Type | Annual |
| Ticker Symbol | AAPL | Meeting Date | 04-Mar-2022 |
| ISIN | US0378331005 | Agenda | 935541549 - 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: Alex Gorsky | Management | For | For |
| 1E. | Election of Director: Andrea Jung | Management | For | For |
| 1F. | Election of Director: Art Levinson | Management | For | For |
| 1G. | Election of Director: Monica Lozano | Management | For | For |
| 1H. | Election of Director: Ron Sugar | Management | For | For |
| 1I. | 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 2022. | | | |
| 3. | Advisory vote to approve executive compensation. | Management | Against | Against |
| 4. | Approval of the Apple Inc. 2022 Employee Stock Plan. | Management | For | For |
| 5. | A shareholder proposal entitled "Reincorporate with | Shareholder | For | Against |
| Deeper Purpose". | | | |
| 6. | A shareholder proposal entitled "Transparency Reports". | Shareholder | For | Against |
| 7. | A shareholder proposal entitled "Report on Forced | Shareholder | For | Against |
| Labor". | | | |
| 8. | A shareholder proposal entitled "Pay Equity". | Shareholder | For | Against |
| 9. | A shareholder proposal entitled "Civil Rights Audit". | Shareholder | For | Against |
| 10. | A shareholder proposal entitled "Report on Concealment | Shareholder | For | Against |
| Clauses". | | | |
Page 7 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| QUALCOMM INCORPORATED |
| Security | 747525103 | Meeting Type | Annual |
| Ticker Symbol | QCOM | Meeting Date | 09-Mar-2022 |
| ISIN | US7475251036 | Agenda | 935543567 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Sylvia Acevedo | Management | For | For |
| 1B. | Election of Director: Cristiano R. Amon | Management | For | For |
| 1C. | Election of Director: Mark Fields | Management | For | For |
| 1D. | Election of Director: Jeffrey W. Henderson | Management | For | For |
| 1E. | Election of Director: Gregory N. Johnson | Management | For | For |
| 1F. | Election of Director: Ann M. Livermore | 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: Irene B. Rosenfeld | Management | For | For |
| 1J. | Election of Director: Kornelis (Neil) Smit | Management | For | For |
| 1K. | Election of Director: Jean-Pascal Tricoire | Management | For | For |
| 1L. | Election of Director: Anthony J. Vinciquerra | Management | For | For |
| 2. | Ratification of the selection of PricewaterhouseCoopers | Management | For | For |
| LLP as our independent public accountants for our fiscal | | | |
| year ending September 25, 2022. | | | |
| 3. | Advisory vote to approve the compensation of our Named | Management | For | For |
| Executive Officers. | | | |
| DISCOVERY, INC. |
| Security | 25470F104 | Meeting Type | Special |
| Ticker Symbol | DISCA | Meeting Date | 11-Mar-2022 |
| ISIN | US25470F1049 | Agenda | 935550930 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | To reclassify and automatically convert Discovery's | Management | For | For |
| capital stock into such number of shares of Series A | | | |
| common stock of Warner Bros. Discovery, Inc. ("WBD"), | | | |
| par value $0.01 per share ("WBD common stock"), as set | | | |
| forth in the Agreement and Plan of Merger, dated as of | | | |
| May 17, 2021, as it may be amended from time to time | | | |
| (the "Merger Agreement"), by and among Discovery, | | | |
| Drake Subsidiary, Inc., AT&T Inc. and Magallanes, Inc. | | | |
| ("Spinco"). | | | |
| 1B. | To increase the authorized shares of WBD common | Management | For | For |
| stock to 10,800,000,000 shares. | | | |
| 1C. | To increase the authorized shares of "blank check" | Management | For | For |
| preferred stock of WBD, par value $0.01 per share, to | | | |
| 1,200,000,000 shares. | | | |
| 1D. | To declassify the WBD board of directors into one class | Management | For | For |
| of directors upon the election of directors at WBD's third | | | |
| annual meeting of stockholders after the completion of | | | |
| the merger (the "Merger") pursuant to the Merger | | | |
| Agreement, and make certain related changes. | | | |
| 1E. | To provide for all other changes in connection with the | Management | For | For |
| amendment and restatement of Discovery's restated | | | |
| certificate of incorporation, as amended. | | | |
| 2. | To approve the issuance of WBD common stock to | Management | For | For |
| Spinco stockholders in the Merger as contemplated by | | | |
| the Merger Agreement. | | | |
| 3. | To approve, on an advisory (non-binding) basis, certain | Management | For | For |
| compensation that will or may be paid by Discovery to its | | | |
| named executive officers in connection with the Merger. | | | |
Page 8 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| STARBUCKS CORPORATION |
| Security | 855244109 | Meeting Type | Annual |
| Ticker Symbol | SBUX | Meeting Date | 16-Mar-2022 |
| ISIN | US8552441094 | Agenda | 935545799 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Richard E. Allison, Jr. | Management | For | For |
| 1B. | Election of Director: Andrew Campion | Management | For | For |
| 1C. | Election of Director: Mary N. Dillon | Management | For | For |
| 1D. | Election of Director: Isabel Ge Mahe | Management | For | For |
| 1E. | Election of Director: Mellody Hobson | Management | For | For |
| 1F. | Election of Director: Kevin R. Johnson | Management | For | For |
| 1G. | Election of Director: Jørgen Vig Knudstorp | Management | For | For |
| 1H. | Election of Director: Satya Nadella | Management | For | For |
| 1I. | Election of Director: Joshua Cooper Ramo | Management | For | For |
| 1J. | Election of Director: Clara Shih | Management | For | For |
| 1K. | Election of Director: Javier G. Teruel | Management | For | For |
| 2. | Approve amended and restated 2005 Long-Term Equity | Management | For | For |
| Incentive Plan. | | | |
| 3. | Approve, on an advisory, nonbinding basis, the | Management | Against | Against |
| compensation of our named executive officers. | | | |
| 4. | Ratify the selection of Deloitte & Touche LLP as our | Management | For | For |
| independent registered public accounting firm for fiscal | | | |
| 2022. | | | |
| 5. | Annual Reports Regarding the Prevention of Harassment | Shareholder | For | Against |
| and Discrimination in the Workplace. | | | |
| KEYSIGHT TECHNOLOGIES, INC. |
| Security | 49338L103 | Meeting Type | Annual |
| Ticker Symbol | KEYS | Meeting Date | 17-Mar-2022 |
| ISIN | US49338L1035 | Agenda | 935545345 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: James G. Cullen | Management | For | For |
| 1B. | Election of Director: Michelle J. Holthaus | Management | For | For |
| 1C. | Election of Director: Jean M. Nye | Management | For | For |
| 1D. | Election of Director: Joanne B. Olsen | Management | For | For |
| 2. | Ratify the Audit and Finance Committee's appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as Keysight's independent | | | |
| registered public accounting firm. | | | |
| 3. | Approve, on a non-binding advisory basis, the | Management | For | For |
| compensation of Keysight's named executive officers. | | | |
| 4. | Approve an amendment to Keysight's Amended and | Management | For | For |
| Restated Certificate of Incorporation to declassify the | | | |
| Board of Directors. | | | |
| COLLIERS INTERNATIONAL GROUP INC. |
| Security | 194693107 | Meeting Type | Annual and Special Meeting |
| Ticker Symbol | CIGI | Meeting Date | 05-Apr-2022 |
| ISIN | CA1946931070 | Agenda | 935561399 - 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 | Poonam Puri | | For | For |
| 9 | Benjamin F. Stein | | For | For |
| 10 | 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 | For | For |
| compensation as set out in the accompanying Circular. | | | |
Page 9 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) |
| Security | 806857108 | Meeting Type | Annual |
| Ticker Symbol | SLB | Meeting Date | 06-Apr-2022 |
| ISIN | AN8068571086 | Agenda | 935551502 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Peter Coleman | Management | For | For |
| 1B. | Election of Director: Patrick de La Chevardière | Management | For | For |
| 1C. | Election of Director: Miguel Galuccio | Management | For | For |
| 1D. | Election of Director: Olivier Le Peuch | Management | For | For |
| 1E. | Election of Director: Samuel Leupold | Management | For | For |
| 1F. | Election of Director: Tatiana Mitrova | Management | For | For |
| 1G. | Election of Director: Maria Moraeus Hanssen | Management | For | For |
| 1H. | Election of Director: Vanitha Narayanan | Management | For | For |
| 1I. | Election of Director: Mark Papa | Management | For | For |
| 1J. | Election of Director: Jeff Sheets | Management | For | For |
| 1K. | Election of Director: Ulrich Spiesshofer | Management | For | For |
| 2. | Advisory approval of our executive compensation. | Management | For | For |
| 3. | Approval of our consolidated balance sheet at December | Management | For | For |
| 31, 2021; our consolidated statement of income for the | | | |
| year ended December 31, 2021; and the declarations of | | | |
| dividends by our Board of Directors in 2021, as reflected | | | |
| in our 2021 Annual Report to Stockholders. | | | |
| 4. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as our independent | | | |
| auditors for 2022. | | | |
| DISCOVERY, INC. |
| Security | 25470F104 | Meeting Type | Annual |
| Ticker Symbol | DISCA | Meeting Date | 08-Apr-2022 |
| ISIN | US25470F1049 | Agenda | 935566096 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Paul A. Gould | | Withheld | Against |
| 2 | Kenneth W. Lowe | | Withheld | Against |
| 3 | Daniel E. Sanchez | | Withheld | Against |
| 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, 2022. | | | |
| 3. | To approve the Warner Bros. Discovery, Inc. Stock | Management | For | For |
| Incentive Plan. | | | |
| HCA HEALTHCARE, INC. |
| Security | 40412C101 | Meeting Type | Annual |
| Ticker Symbol | HCA | Meeting Date | 21-Apr-2022 |
| ISIN | US40412C1018 | Agenda | 935561236 - 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: Hugh F. Johnston | Management | For | For |
| 1I. | Election of Director: Michael W. Michelson | Management | For | For |
| 1J. | Election of Director: Wayne J. Riley, M.D. | Management | For | For |
| 1K. | Election of Director: Andrea B. Smith | 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, 2022. | | | |
| 3. | Advisory vote to approve named executive officer | Management | For | For |
| compensation. | | | |
| 4. | Stockholder proposal, if properly presented at the | Shareholder | For | Against |
| meeting, regarding political spending disclosure. | | | |
| 5. | Stockholder proposal, if properly presented at the | Shareholder | For | Against |
| meeting, regarding lobbying disclosure. | | | |
Page 10 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| BANK OF AMERICA CORPORATION |
| Security | 060505104 | Meeting Type | Annual |
| Ticker Symbol | BAC | Meeting Date | 26-Apr-2022 |
| ISIN | US0605051046 | Agenda | 935560335 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Sharon L. Allen | Management | For | For |
| 1B. | Election of Director: Frank P. Bramble, Sr. | Management | For | For |
| 1C. | Election of Director: Pierre J.P. de Weck | Management | For | For |
| 1D. | Election of Director: Arnold W. Donald | Management | For | For |
| 1E. | Election of Director: Linda P. Hudson | Management | For | For |
| 1F. | Election of Director: Monica C. Lozano | Management | For | For |
| 1G. | Election of Director: Brian T. Moynihan | Management | For | For |
| 1H. | Election of Director: Lionel L. Nowell III | Management | For | For |
| 1I. | Election of Director: Denise L. Ramos | Management | For | For |
| 1J. | Election of Director: Clayton S. Rose | Management | For | For |
| 1K. | Election of Director: Michael D. White | Management | For | For |
| 1L. | Election of Director: Thomas D. Woods | Management | For | For |
| 1M. | Election of Director: R. David Yost | Management | For | For |
| 1N. | Election of Director: Maria T. Zuber | Management | For | For |
| 2. | Approving our executive compensation (an advisory, | Management | Against | Against |
| nonbinding "Say on Pay" resolution) | | | |
| 3. | Ratifying the appointment of our independent registered | Management | For | For |
| public accounting firm for 2022. | | | |
| 4. | Ratifying the Delaware Exclusive Forum Provision in our | Management | For | For |
| Bylaws. | | | |
| 5. | Shareholder proposal requesting a civil rights and | Shareholder | For | Against |
| nondiscrimination audit. | | | |
| 6. | Shareholder proposal requesting adoption of policy to | Shareholder | For | Against |
| cease financing new fossil fuel supplies. | | | |
| 7. | Shareholder proposal requesting a report on charitable | Shareholder | For | Against |
| donations. | | | |
| CITIGROUP INC. |
| Security | 172967424 | Meeting Type | Annual |
| Ticker Symbol | C | Meeting Date | 26-Apr-2022 |
| ISIN | US1729674242 | Agenda | 935563177 - 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: Renée J. James | Management | For | For |
| 1j. | Election of Director: Gary M. Reiner | Management | For | For |
| 1k. | Election of Director: Diana L. Taylor | Management | For | For |
| 1l. | Election of Director: James S. Turley | Management | For | For |
| 2. | Proposal to ratify the selection of KPMG LLP as Citi's | Management | For | For |
| independent registered public accountants for 2022. | | | |
| 3. | Advisory vote to approve our 2021 Executive | Management | Against | Against |
| Compensation. | | | |
| 4. | Approval of additional shares for the Citigroup 2019 | Management | For | For |
| Stock Incentive Plan. | | | |
| 5. | Stockholder proposal requesting a Management Pay | Shareholder | For | Against |
| Clawback policy. | | | |
| 6. | Stockholder proposal requesting an Independent Board | Shareholder | Against | For |
| Chairman. | | | |
| 7. | Stockholder Proposal requesting a report on the | Shareholder | For | Against |
| effectiveness of Citi's policies and practices in respecting | | | |
| Indigenous Peoples' rights in Citi's existing and proposed | | | |
| financing. | | | |
| 8. | Stockholder Proposal requesting that the Board adopt a | Shareholder | For | Against |
| policy to end new fossil fuel financing. | | | |
| 9. | Stockholder proposal requesting a non-discrimination | Shareholder | For | Against |
| audit analyzing the Company's impacts on civil rights and | | | |
| non- discrimination for all Americans. | | | |
Page 11 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| NORTHERN TRUST CORPORATION |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 26-Apr-2022 |
| ISIN | US6658591044 | Agenda | 935559623 - 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: Martin P. Slark | Management | For | For |
| 1J. | Election of Director: David H. B. Smith, Jr. | Management | For | For |
| 1K. | Election of Director: Donald Thompson | Management | For | For |
| 1L. | Election of Director: Charles A. Tribbett III | Management | For | For |
| 2. | Approval, by an advisory vote, of the 2021 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, 2022. | | | |
Page 12 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| TRUIST FINANCIAL CORPORATION |
| Security | 89832Q109 | Meeting Type | Annual |
| Ticker Symbol | TFC | Meeting Date | 26-Apr-2022 |
| ISIN | US89832Q1094 | Agenda | 935561995 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Jennifer S. Banner | | | |
| 1B. | Election of Director for one year term expiring at 2023: K. | Management | For | For |
| David Boyer, Jr. | | | |
| 1C. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Agnes Bundy Scanlan | | | |
| 1D. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Anna R. Cablik | | | |
| 1E. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Dallas S. Clement | | | |
| 1F. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Paul D. Donahue | | | |
| 1G. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Patrick C. Graney III | | | |
| 1H. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Linnie M. Haynesworth | | | |
| 1I. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Kelly S. King | | | |
| 1J. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Easter A. Maynard | | | |
| 1K. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Donna S. Morea | | | |
| 1L. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Charles A. Patton | | | |
| 1M. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Nido R. Qubein | | | |
| 1N. | Election of Director for one year term expiring at 2023: | Management | For | For |
| David M. Ratcliffe | | | |
| 1O. | Election of Director for one year term expiring at 2023: | Management | For | For |
| William H. Rogers, Jr. | | | |
| 1P. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Frank P. Scruggs, Jr. | | | |
| 1Q. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Christine Sears | | | |
| 1R. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Thomas E. Skains | | | |
| 1S. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Bruce L. Tanner | | | |
| 1T. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Thomas N. Thompson | | | |
| 1U. | Election of Director for one year term expiring at 2023: | Management | For | For |
| Steven C. Voorhees | | | |
| 2. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as Truist's independent | | | |
| registered public accounting firm for 2022. | | | |
| 3. | Advisory vote to approve Truist's executive compensation | Management | For | For |
| program. | | | |
| 4. | To approve the Truist Financial Corporation 2022 | Management | For | For |
| Incentive Plan. | | | |
| 5. | To approve the Truist Financial Corporation 2022 | Management | For | For |
| Employee Stock Purchase Plan. | | | |
| 6. | Shareholder proposal regarding an independent | Shareholder | Against | For |
| Chairman of the Board of Directors, if properly presented | | | |
| at the Annual Meeting. | | | |
| WELLS FARGO & COMPANY |
| Security | 949746101 | Meeting Type | Annual |
| Ticker Symbol | WFC | Meeting Date | 26-Apr-2022 |
| ISIN | US9497461015 | Agenda | 935558594 - 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: Richard K. Davis | Management | For | For |
| 1F. | Election of Director: Wayne M. Hewett | Management | For | For |
| 1G. | Election of Director: CeCelia ("CeCe") G. Morken | Management | For | For |
| 1H. | Election of Director: Maria R. Morris | Management | For | For |
| 1I. | Election of Director: Felicia F. Norwood | Management | For | For |
| 1J. | Election of Director: Richard B. Payne, Jr. | Management | For | For |
| 1K. | Election of Director: Juan A. Pujadas | Management | For | For |
| 1L. | Election of Director: Ronald L. Sargent | Management | For | For |
| 1M. | Election of Director: Charles W. Scharf | Management | For | For |
| 1N. | Election of Director: Suzanne M. Vautrinot | Management | For | For |
| 2. | Advisory resolution to approve executive compensation | Management | Against | Against |
| (Say on Pay). | | | |
| 3. | Approve the Company's 2022 Long-Term Incentive Plan. | Management | For | For |
| 4. | Ratify the appointment of KPMG LLP as the Company's | Management | For | For |
| independent registered public accounting firm for 2022. | | | |
| 5. | Shareholder Proposal - Policy for Management Pay | Shareholder | For | Against |
| Clawback Authorization. | | | |
| 6. | Shareholder Proposal - Report on Incentive-Based | Shareholder | For | Against |
| Compensation and Risks of Material Losses. | | | |
| 7. | Shareholder Proposal - Racial and Gender Board | Shareholder | For | Against |
| Diversity Report. | | | |
| 8. | Shareholder Proposal - Report on Respecting Indigenous | Shareholder | For | Against |
| Peoples' Rights. | | | |
| 9. | Shareholder Proposal - Climate Change Policy. | Shareholder | Against | For |
| 10. | Shareholder Proposal - Conduct a Racial Equity Audit. | Shareholder | For | Against |
| 11. | Shareholder Proposal - Charitable Donations Disclosure. | Shareholder | For | Against |
Page 13 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| CIGNA CORPORATION |
| Security | 125523100 | Meeting Type | Annual |
| Ticker Symbol | CI | Meeting Date | 27-Apr-2022 |
| ISIN | US1255231003 | Agenda | 935562911 - 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: Neesha Hathi | 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: Kimberly A. Ross | Management | For | For |
| 1J. | Election of Director: Eric C. Wiseman | Management | For | For |
| 1K. | Election of Director: Donna F. Zarcone | Management | For | For |
| 2. | Advisory approval of Cigna's executive compensation. | Management | For | For |
| 3. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as Cigna's independent | | | |
| registered public accounting firm for 2022. | | | |
| 4. | Shareholder proposal - Special shareholder meeting | Shareholder | For | Against |
| improvement. | | | |
| 5. | Shareholder proposal - Gender pay gap report. | Shareholder | For | Against |
| 6. | Shareholder proposal - Political contributions report. | Shareholder | For | Against |
Page 14 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| KIMBERLY-CLARK CORPORATION |
| Security | 494368103 | Meeting Type | Annual |
| Ticker Symbol | KMB | Meeting Date | 27-Apr-2022 |
| ISIN | US4943681035 | Agenda | 935557249 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director for a term expire at 2023 Annual
Meeting: Sylvia M. Burwell | Management | For | For |
| 1B. | Election of Director for a term expire at 2023 Annual
Meeting: John W. Culver | Management | For | For |
| 1C. | Election of Director for a term expire at 2023 Annual
Meeting: Robert W. Decherd | Management | For | For |
| 1D. | Election of Director for a term expire at 2023 Annual
Meeting: Michael D. Hsu | Management | For | For |
| 1E. | Election of Director for a term expire at 2023 Annual
Meeting: Mae C. Jemison, M.D. | Management | For | For |
| 1F. | Election of Director for a term expire at 2023 Annual
Meeting: S. Todd Maclin | Management | For | For |
| 1G. | Election of Director for a term expire at 2023 Annual
Meeting: Deirdre A. Mahlan | Management | For | For |
| 1H. | Election of Director for a term expire at 2023 Annual
Meeting: Sherilyn S. McCoy | Management | For | For |
| 1I. | Election of Director for a term expire at 2023 Annual
Meeting: Christa S. Quarles | Management | For | For |
| 1J. | Election of Director for a term expire at 2023 Annual
Meeting: Jaime A. Ramirez | Management | For | For |
| 1K. | Election of Director for a term expire at 2023 Annual
Meeting: Dunia A. Shive | Management | For | For |
| 1L. | Election of Director for a term expire at 2023 Annual
Meeting: Mark T. Smucker | Management | For | For |
| 1M. | Election of Director for a term expire at 2023 Annual
Meeting: Michael D. White | Management | For | For |
| 2. | Ratification of Auditor | Management | For | For |
| 3. | Advisory Vote to Approve Named Executive Officer
Compensation | Management | For | For |
| THE PNC FINANCIAL SERVICES GROUP, INC. |
| Security | 693475105 | Meeting Type | Annual |
| Ticker Symbol | PNC | Meeting Date | 27-Apr-2022 |
| ISIN | US6934751057 | Agenda | 935558607 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Joseph Alvarado | Management | For | For |
| 1B. | Election of Director: Debra A. Cafaro | Management | For | For |
| 1C. | Election of Director: Marjorie Rodgers Cheshire | Management | For | For |
| 1D. | Election of Director: William S. Demchak | Management | For | For |
| 1E. | Election of Director: Andrew T. Feldstein | Management | For | For |
| 1F. | Election of Director: Richard J. Harshman | Management | For | For |
| 1G. | Election of Director: Daniel R. Hesse | Management | For | For |
| 1H. | Election of Director: Linda R. Medler | Management | For | For |
| 1I. | Election of Director: Robert A. Niblock | Management | For | For |
| 1J. | Election of Director: Martin Pfinsgraff | Management | For | For |
| 1K. | Election of Director: Bryan S. Salesky | 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
PricewaterhouseCoopers LLP as PNC's independent
registered public accounting firm for 2022. | Management | For | For |
| 3. | Advisory vote to approve named executive officer
compensation. | Management | For | For |
| 4. | Shareholder proposal regarding report on risk
management and the nuclear weapons industry. | Shareholder | Against | For |
| ACTIVISION BLIZZARD, INC. |
| Security | 00507V109 | Meeting Type | Special |
| Ticker Symbol | ATVI | Meeting Date | 28-Apr-2022 |
| ISIN | US00507V1098 | Agenda | 935580111 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Adoption of the Merger Agreement. To adopt the
Agreement and Plan of Merger (as it may be amended
from time to time), dated as of January 18, 2022 (the
"merger agreement"), by and among Activision Blizzard,
Inc. ("Activision Blizzard"), Microsoft Corporation and
Anchorage Merger Sub Inc., a wholly owned subsidiary of
Microsoft Corporation. | Management | For | For |
| 2. | Approval, by Means of a Non-Binding, Advisory Vote, of
Certain Compensatory Arrangements with Named
Executive Officers. To approve, by means of a non-
binding, advisory vote, compensation that will or may
become payable to the named executive officers of
Activision Blizzard in connection with the merger
pursuant to the merger agreement. | Management | For | For |
| 3. | Adjournment of the Special Meeting. To adjourn the
special meeting to a later date or dates, if necessary or
appropriate, to allow time to solicit additional proxies if
there are insufficient votes to adopt the merger
agreement at the time of the special meeting. | Management | For | For |
Page 15 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| CITIZENS FINANCIAL GROUP, INC. |
| Security | 174610105 | Meeting Type | Annual |
| Ticker Symbol | CFG | Meeting Date | 28-Apr-2022 |
| ISIN | US1746101054 | Agenda | 935558265 - 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: Kevin Cummings (The election of Mr. Cummings is subject to the completion of the Investors Bancorp, Inc. acquisition. Should the acquisition not close by the Annual Meeting, His election by stockholders will not be considered at the Annual Meeting). | Management | For | For |
| 1E. | Election of Director: William P. Hankowsky | Management | For | For |
| 1F. | Election of Director: Edward J. ("Ned") Kelly III | Management | For | For |
| 1G. | Election of Director: Robert G. Leary | Management | For | For |
| 1H. | Election of Director: Terrance J. Lillis | Management | For | For |
| 1I. | Election of Director: Michele N. Siekerka (The election of Ms. Siekerka is subject to the completion of the Investors Bancorp, Inc. acquisition. Should the acquisition not close by the Annual Meeting, Her election by stockholders will not be considered at the Annual Meeting). | 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. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022. | Management | For | For |
| 4. | Management Proposal to amend the Company's Certificate of Incorporation to Eliminate Supermajority Vote Requirements. | Management | For | For |
| CORNING INCORPORATED |
| Security | 219350105 | Meeting Type | Annual |
| Ticker Symbol | GLW | Meeting Date | 28-Apr-2022 |
| ISIN | US2193501051 | Agenda | 935559471 - 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: Pamela J. Craig | Management | For | For |
| 1F. | Election of Director: Robert F. Cummings, Jr. | Management | For | For |
| 1G. | Election of Director: Roger W. Ferguson, Jr. | Management | For | For |
| 1H. | Election of Director: Deborah A. Henretta | Management | For | For |
| 1I. | Election of Director: Daniel P. Huttenlocher | Management | For | For |
| 1J. | Election of Director: Kurt M. Landgraf | Management | For | For |
| 1K. | Election of Director: Kevin J. Martin | Management | For | For |
| 1L. | Election of Director: Deborah D. Rieman | Management | For | For |
| 1M. | Election of Director: Hansel E. Tookes, II | Management | For | For |
| 1N. | Election of Director: Wendell P. Weeks | Management | For | For |
| 1O. | Election of Director: Mark S. Wrighton | Management | For | For |
| 2. | Advisory approval of our executive compensation (Say on
Pay). | Management | For | For |
| 3. | Ratification of the appointment of
PricewaterhouseCoopers LLP as our independent
registered public accounting firm for the fiscal year
ending December 31, 2022. | Management | For | For |
Page 16 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| JOHNSON & JOHNSON |
| Security | 478160104 | Meeting Type | Annual |
| Ticker Symbol | JNJ | Meeting Date | 28-Apr-2022 |
| ISIN | US4781601046 | Agenda | 935562997 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Darius Adamczyk | Management | For | For |
| 1B. | Election of Director: Mary C. Beckerle | Management | For | For |
| 1C. | Election of Director: D. Scott Davis | Management | For | For |
| 1D. | Election of Director: Ian E. L. Davis | Management | For | For |
| 1E. | Election of Director: Jennifer A. Doudna | Management | For | For |
| 1F. | Election of Director: Joaquin Duato | Management | For | For |
| 1G. | Election of Director: Alex Gorsky | Management | For | For |
| 1H. | Election of Director: Marillyn A. Hewson | Management | For | For |
| 1I. | Election of Director: Hubert Joly | Management | For | For |
| 1J. | Election of Director: Mark B. McClellan | Management | For | For |
| 1K. | Election of Director: Anne M. Mulcahy | Management | For | For |
| 1L. | Election of Director: A. Eugene Washington | Management | For | For |
| 1M. | Election of Director: Mark A. Weinberger | Management | For | For |
| 1N. | Election of Director: Nadja Y. West | Management | For | For |
| 2. | Advisory Vote to Approve Named Executive Officer
Compensation. | Management | For | For |
| 3. | Approval of the Company's 2022 Long-Term Incentive
Plan. | Management | For | For |
| 4. | Ratification of Appointment of PricewaterhouseCoopers
LLP as the Independent Registered Public Accounting
Firm for 2022. | Management | For | For |
| 5. | Proposal Withdrawn (Federal Securities Laws Mandatory
Arbitration Bylaw). | Shareholder | No Action | N/A |
| 6. | Civil Rights, Equity, Diversity & Inclusion Audit Proposal. | Shareholder | For | Against |
| 7. | Third Party Racial Justice Audit. | Shareholder | For | Against |
| 8. | Report on Government Financial Support and Access to
COVID-19 Vaccines and Therapeutics. | Shareholder | For | Against |
| 9. | Report on Public Health Costs of Protecting Vaccine
Technology. | Shareholder | Against | For |
| 10. | Discontinue Global Sales of Baby Powder Containing
Talc. | Shareholder | Against | For |
| 11. | Request for Charitable Donations Disclosure. | Shareholder | For | Against |
| 12. | Third Party Review and Report on Lobbying Activities
Alignment with Position on Universal Health Coverage. | Shareholder | For | Against |
| 13. | Adopt Policy to Include Legal and Compliance Costs in
Incentive Compensation Metrics. | Shareholder | For | Against |
| 14. | CEO Compensation to Weigh Workforce Pay and
Ownership. | Shareholder | For | Against |
Page 17 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| PFIZER INC. |
| Security | 717081103 | Meeting Type | Annual |
| Ticker Symbol | PFE | Meeting Date | 28-Apr-2022 |
| ISIN | US7170811035 | Agenda | 935562062 - 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
registered public accounting firm for 2022 | Management | For | For |
| 3. | 2022 advisory approval of executive compensation | Management | For | For |
| 4. | Shareholder proposal regarding amending proxy access | Shareholder | For | Against |
| 5. | Shareholder proposal regarding report on political
expenditures congruency | Shareholder | For | Against |
| 6. | Shareholder proposal regarding report on transfer of
intellectual property to potential COVID-19 manufacturers | Shareholder | For | Against |
| 7. | Shareholder proposal regarding report on board oversight
of risks related to anticompetitive practices | Shareholder | For | Against |
| 8. | Shareholder proposal regarding report on public health
costs of protecting vaccine technology | Shareholder | Against | For |
| THE GOLDMAN SACHS GROUP, INC. |
| Security | 38141G104 | Meeting Type | Annual |
| Ticker Symbol | GS | Meeting Date | 28-Apr-2022 |
| ISIN | US38141G1040 | Agenda | 935561642 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Michele Burns | Management | For | For |
| 1B. | Election of Director: Drew Faust | Management | For | For |
| 1C. | Election of Director: Mark Flaherty | Management | For | For |
| 1D. | Election of Director: Kimberley Harris | Management | For | For |
| 1E. | Election of Director: Ellen Kullman | Management | For | For |
| 1F. | Election of Director: Lakshmi Mittal | Management | For | For |
| 1G. | Election of Director: Adebayo Ogunlesi | Management | For | For |
| 1H. | Election of Director: Peter Oppenheimer | Management | For | For |
| 1I. | Election of Director: David Solomon | Management | For | For |
| 1J. | Election of Director: Jan Tighe | Management | For | For |
| 1K. | Election of Director: Jessica Uhl | Management | For | For |
| 1L. | Election of Director: David Viniar | Management | For | For |
| 1M. | Election of Director: Mark Winkelman | Management | For | For |
| 2. | Advisory Vote to Approve Executive Compensation (Say
on Pay) | Management | Against | Against |
| 3. | Ratification of PricewaterhouseCoopers LLP as our
Independent Registered Public Accounting Firm for 2022 | Management | For | For |
| 4. | Shareholder Proposal Regarding Charitable Giving
Reporting | Shareholder | For | Against |
| 5. | Shareholder Proposal Regarding a Policy for an
Independent Chair | Shareholder | Against | For |
| 6. | Shareholder Proposal Regarding a Policy to Ensure
Lending and Underwriting do not Contribute to New
Fossil Fuel Development | Shareholder | Against | For |
| 7. | Shareholder Proposal Regarding Special Shareholder
Meeting Thresholds | Shareholder | For | Against |
Page 18 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| ABBOTT LABORATORIES |
| Security | 002824100 | Meeting Type | Annual |
| Ticker Symbol | ABT | Meeting Date | 29-Apr-2022 |
| ISIN | US0028241000 | Agenda | 935562909 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | R. J. Alpern | | For | For |
| 2 | S. E. Blount | | For | For |
| 3 | R. B. Ford | | For | For |
| 4 | P. Gonzalez | | 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 |
| 2. | Ratification of Ernst & Young LLP As Auditors | Management | For | For |
| 3. | Say on Pay - An Advisory Vote on the Approval of
Executive Compensation | Management | For | For |
| 4. | Shareholder Proposal - Special Shareholder Meeting
Threshold | Shareholder | For | Against |
| 5. | Shareholder Proposal - Independent Board Chairman | Shareholder | Against | For |
| 6. | Shareholder Proposal - Rule 10b5-1 Plans | Shareholder | For | Against |
| 7. | Shareholder Proposal - Lobbying Disclosure | Shareholder | For | Against |
| 8. | Shareholder Proposal - Antimicrobial Resistance Report | Shareholder | For | Against |
| ZIONS BANCORPORATION |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 29-Apr-2022 |
| ISIN | US9897011071 | Agenda | 935563569 - 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
the Independent Registered Public Accounting Firm to
audit the Bank's financial statements for the current fiscal
year. | Management | For | For |
| 3. | Approval, on a nonbinding advisory basis, of the
compensation paid to the Bank's named executive
officers with respect to fiscal year ended December 31,
2021. | Management | For | For |
| 4. | Approval of the Bank's 2022 Omnibus Incentive Plan. | Management | For | For |
Page 19 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| TOPBUILD CORP |
| Security | 89055F103 | Meeting Type | Annual |
| Ticker Symbol | BLD | Meeting Date | 05-May-2022 |
| ISIN | US89055F1030 | Agenda | 935566945 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Alec C. Covington | Management | For | For |
| 1B. | Election of Director: Ernesto Bautista, III | Management | For | For |
| 1C. | Election of Director: Robert M. Buck | Management | For | For |
| 1D. | Election of Director: Joseph S. Cuntie | 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, 2022. | | | |
| 3. | To approve, on an advisory basis, the compensation of | Management | For | For |
| the Company's named executive officers. | | | |
| 4. | To approve, on an advisory basis, the frequency for | Management | 1 Year | For |
| future advisory votes to approve the compensation of the | | | |
| Company's named executive officers. | | | |
| BRISTOL-MYERS SQUIBB COMPANY |
| Security | 110122108 | Meeting Type | Annual |
| Ticker Symbol | BMY | Meeting Date | 03-May-2022 |
| ISIN | US1101221083 | Agenda | 935571782 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A) | Election of Director: Peter J. Arduini | Management | For | For |
| 1B) | Election of Director: Giovanni Caforio, M.D. | Management | For | For |
| 1C) | Election of Director: Julia A. Haller, M.D. | Management | For | For |
| 1D) | Election of Director: Manuel Hidalgo Medina, M.D., Ph.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 H. 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. | Ratification of the Appointment of an Independent | Management | For | For |
| Registered Public Accounting Firm. | | | |
| 4. | Shareholder Proposal to Lower the Ownership Threshold | Shareholder | For | Against |
| for Special Shareholder Meetings to 10%. | | | |
| 5. | Shareholder Proposal on the Adoption of a Board Policy | Shareholder | Against | For |
| that the Chairperson of the Board be an Independent | | | |
| Director. | | | |
| GENERAL DYNAMICS CORPORATION |
| Security | 369550108 | Meeting Type | Annual |
| Ticker Symbol | GD | Meeting Date | 04-May-2022 |
| ISIN | US3695501086 | Agenda | 935569876 - 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 Require an Independent Board | Shareholder | Against | For |
| Chairman. | | | |
| 5. | Shareholder Proposal that the Board of Directors Issue a | Shareholder | For | Against |
| Report on Human Rights Due Diligence. | | | |
Page 20 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| GENERAL DYNAMICS CORPORATION |
| Security | 369550108 | Meeting Type | Annual |
| Ticker Symbol | GD | Meeting Date | 04-May-2022 |
| ISIN | US3695501086 | Agenda | 935608921 - 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 Require an Independent Board | Shareholder | Against | For |
| Chairman. | | | |
| 5. | Shareholder Proposal that the Board of Directors Issue a | Shareholder | For | Against |
| Report on Human Rights Due Diligence. | | | |
| GENERAL ELECTRIC COMPANY |
| Security | 369604301 | Meeting Type | Annual |
| Ticker Symbol | GE | Meeting Date | 04-May-2022 |
| ISIN | US3696043013 | Agenda | 935567480 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Stephen Angel | Management | For | For |
| 1B. | Election of Director: Sébastien Bazin | Management | For | For |
| 1C. | Election of Director: Ashton Carter | Management | For | For |
| 1D. | Election of Director: H. Lawrence Culp, Jr. | Management | For | For |
| 1E. | Election of Director: Francisco D'Souza | Management | For | For |
| 1F. | Election of Director: Edward Garden | Management | For | For |
| 1G. | Election of Director: Isabella Goren | Management | For | For |
| 1H. | Election of Director: Thomas Horton | Management | For | For |
| 1I. | Election of Director: Risa Lavizzo-Mourey | Management | For | For |
| 1J. | Election of Director: Catherine Lesjak | Management | For | For |
| 1K. | Election of Director: Tomislav Mihaljevic | Management | For | For |
| 1L. | Election of Director: Paula Rosput Reynolds | Management | For | For |
| 1M. | Election of Director: Leslie Seidman | Management | For | For |
| 2. | Advisory Approval of Our Named Executives' | Management | Against | Against |
| Compensation | | | |
| 3. | Ratification of Deloitte as Independent Auditor for 2022 | Management | For | For |
| 4. | Approval of the 2022 Long-Term Incentive Plan | Management | For | For |
| 5. | Require the Cessation of Stock Option and Bonus | Shareholder | For | Against |
| Programs | | | |
| 6. | Require Shareholder Ratification of Termination Pay | Shareholder | For | Against |
| 7. | Require the Board Nominate an Employee | Shareholder | For | Against |
| Representative Director | | | |
Page 21 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| THE KRAFT HEINZ COMPANY |
| Security | 500754106 | Meeting Type | Annual |
| Ticker Symbol | KHC | Meeting Date | 05-May-2022 |
| ISIN | US5007541064 | Agenda | 935569561 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Gregory E. Abel | Management | For | For |
| 1B. | Election of Director: John T. Cahill | Management | For | For |
| 1C. | Election of Director: João M. Castro-Neves | Management | For | For |
| 1D. | Election of Director: Lori Dickerson Fouché | Management | For | For |
| 1E. | Election of Director: Timothy Kenesey | Management | For | For |
| 1F. | Election of Director: Alicia Knapp | 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: James Park | Management | For | For |
| 1J. | Election of Director: Miguel Patricio | Management | For | For |
| 1K. | Election of Director: John C. Pope | Management | For | For |
| 2. | Advisory vote to approve executive compensation. | Management | For | For |
| 3. | Advisory vote on the frequency of holding an advisory | Management | 1 Year | For |
| vote to approve executive compensation. | | | |
| 4. | Ratification of the selection of PricewaterhouseCoopers | Management | For | For |
| LLP as our independent auditors for 2022. | | | |
| 5. | Stockholder Proposal - Report on water risk, if properly | Shareholder | Against | For |
| presented. | | | |
| ABBVIE INC. | | | |
| Security | 00287Y109 | Meeting Type | Annual |
| Ticker Symbol | ABBV | Meeting Date | 06-May-2022 |
| ISIN | US00287Y1091 | Agenda | 935568141 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | William H.L. Burnside | | For | For |
| 2 | Thomas C. Freyman | | For | For |
| 3 | Brett J. Hart | | For | For |
| 4 | Edward J. Rapp | | For | For |
| 2. | Ratification of Ernst & Young LLP as AbbVie's | Management | For | For |
| independent registered public accounting firm for 2022 | | | |
| 3. | Say on Pay - An advisory vote on the approval of | Management | For | For |
| executive compensation | | | |
| 4. | Approval of a management proposal regarding | Management | For | For |
| amendment of the certificate of incorporation to eliminate | | | |
| supermajority voting | | | |
| 5. | Stockholder Proposal - to Adopt a Policy to Require | Shareholder | Against | For |
| Independent Chairman | | | |
| 6. | Stockholder Proposal - to Seek Shareholder Approval of | Shareholder | For | Against |
| Certain Termination Pay Arrangements | | | |
| 7. | Stockholder Proposal - to Issue a Report on Board | Shareholder | For | Against |
| Oversight of Competition Practices | | | |
| 8. | Stockholder Proposal - to Issue an Annual Report on | Shareholder | For | Against |
| Political Spending | | | |
| 3M COMPANY | | | |
| Security | 88579Y101 | Meeting Type | Annual |
| Ticker Symbol | MMM | Meeting Date | 10-May-2022 |
| ISIN | US88579Y1010 | Agenda | 935569535 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director for a one year term: Thomas "Tony" | Management | For | For |
| K. Brown | | | |
| 1B. | Election of Director for a one year term: Pamela J. Craig | Management | For | For |
| 1C. | Election of Director for a one year term: David B. Dillon | Management | For | For |
| 1D. | Election of Director for a one year term: Michael L. Eskew | Management | For | For |
| 1E. | Election of Director for a one year term: James R. | Management | For | For |
| Fitterling | | | |
| 1F. | Election of Director for a one year term: Amy E. Hood | Management | For | For |
| 1G. | Election of Director for a one year term: Muhtar Kent | Management | For | For |
| 1H. | Election of Director for a one year term: Suzan Kereere | Management | For | For |
| 1I. | Election of Director for a one year term: Dambisa F. | Management | For | For |
| Moyo | | | |
| 1J. | Election of Director for a one year term: Gregory R. Page | Management | For | For |
| 1K. | Election of Director for a one year term: Michael F. | Management | For | For |
| Roman | | | |
| 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. | Shareholder proposal on publishing a report on | Shareholder | Against | For |
| environmental costs. | | | |
| 5. | Shareholder proposal on China audit. | Shareholder | For | Against |
Page 22 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| LKQ CORPORATION |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 10-May-2022 |
| ISIN | US5018892084 | Agenda | 935575374 - 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, 2022. | | | |
| 3. | Approval, on an advisory basis, of the compensation of | Management | For | For |
| our named executive officers. | | | |
| CVS HEALTH CORPORATION |
| Security | 126650100 | Meeting Type | Annual |
| Ticker Symbol | CVS | Meeting Date | 11-May-2022 |
| ISIN | US1266501006 | Agenda | 935576972 - 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: Roger N. Farah | Management | For | For |
| 1F. | Election of Director: Anne M. Finucane | Management | For | For |
| 1G. | Election of Director: Edward J. Ludwig | Management | For | For |
| 1H. | Election of Director: Karen S. Lynch | Management | For | For |
| 1I. | Election of Director: Jean-Pierre Millon | Management | For | For |
| 1J. | Election of Director: Mary L. Schapiro | Management | For | For |
| 1K. | Election of Director: William C. Weldon | Management | For | For |
| 2. | Ratification of the appointment of our independent | Management | For | For |
| registered public accounting firm for 2022. | | | |
| 3. | Say on Pay, a proposal to approve, on an advisory basis, | Management | For | For |
| the Company's executive compensation. | | | |
| 4. | Stockholder proposal for reducing our ownership | Shareholder | For | Against |
| threshold to request a special stockholder meeting. | | | |
| 5. | Stockholder proposal regarding our independent Board | Shareholder | Against | For |
| Chair. | | | |
| 6. | Stockholder proposal on civil rights and non- | Shareholder | For | Against |
| discrimination audit focused on "non-diverse" employees. | | | |
| 7. | Stockholder proposal requesting paid sick leave for all | Shareholder | Against | For |
| employees. | | | |
| 8. | Stockholder proposal regarding a report on the public | Shareholder | Against | For |
| health costs of our food business to diversified portfolios. | | | |
Page 23 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| LAS VEGAS SANDS CORP. | | |
| Security | 517834107 | Meeting Type | Annual |
| Ticker Symbol | LVS | Meeting Date | 12-May-2022 |
| ISIN | US5178341070 | Agenda | 935579207 - 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 | Nora M. Jordan | | For | For |
| 7 | Charles A. Koppelman | | For | For |
| 8 | Lewis Kramer | | For | For |
| 9 | David F. Levi | | For | For |
| 10 | Yibing Mao | | 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, 2022. | | | |
| 3. | An advisory (non-binding) vote to approve the | Management | Against | Against |
| compensation of the named executive officers. | | | |
| AMGEN INC. | | | |
| Security | 031162100 | Meeting Type | Annual |
| Ticker Symbol | AMGN | Meeting Date | 17-May-2022 |
| ISIN | US0311621009 | Agenda | 935580729 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director for a term of expiring at the 2023 | Management | For | For |
| annual meeting: Dr. Wanda M. Austin | | | |
| 1B. | Election of Director for a term of expiring at the 2023 | Management | For | For |
| annual meeting: Mr. Robert A. Bradway | | | |
| 1C. | Election of Director for a term of expiring at the 2023 | Management | For | For |
| annual meeting: Dr. Brian J. Druker | | | |
| 1D. | Election of Director for a term of expiring at the 2023 | Management | For | For |
| annual meeting: Mr. Robert A. Eckert | | | |
| 1E. | Election of Director for a term of expiring at the 2023 | Management | For | For |
| annual meeting: Mr. Greg C. Garland | | | |
| 1F. | Election of Director for a term of expiring at the 2023 | Management | For | For |
| annual meeting: Mr. Charles M. Holley, Jr. | | | |
| 1G. | Election of Director for a term of expiring at the 2023 | Management | For | For |
| annual meeting: Dr. S. Omar Ishrak | | | |
| 1H. | Election of Director for a term of expiring at the 2023 | Management | For | For |
| annual meeting: Dr. Tyler Jacks | | | |
| 1I. | Election of Director for a term of expiring at the 2023 | Management | For | For |
| annual meeting: Ms. Ellen J. Kullman | | | |
| 1J. | Election of Director for a term of expiring at the 2023 | Management | For | For |
| annual meeting: Ms. Amy E. Miles | | | |
| 1K. | Election of Director for a term of expiring at the 2023 | Management | For | For |
| annual meeting: Dr. Ronald D. Sugar | | | |
| 1L. | Election of Director for a term of expiring at the 2023 | Management | For | For |
| annual meeting: Dr. R. Sanders Williams | | | |
| 2. | Advisory vote to approve our executive compensation. | Management | Against | Against |
| 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, 2022. | | | |
Page 24 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| JPMORGAN CHASE & CO. |
| Security | 46625H100 | Meeting Type | Annual |
| Ticker Symbol | JPM | Meeting Date | 17-May-2022 |
| ISIN | US46625H1005 | Agenda | 935580515 - 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 | Against | Against |
| 3. | Ratification of independent registered public accounting | Management | For | For |
| firm | | | |
| 4. | Fossil fuel financing | Shareholder | Against | For |
| 5. | Special shareholder meeting improvement | Shareholder | For | Against |
| 6. | Independent board chairman | Shareholder | Against | For |
| 7. | Board diversity resolution | Shareholder | For | Against |
| 8. | Conversion to public benefit corporation | Shareholder | For | Against |
| 9. | Report on setting absolute contraction targets | Shareholder | For | Against |
| THE CHARLES SCHWAB CORPORATION |
| Security | 808513105 | Meeting Type | Annual |
| Ticker Symbol | SCHW | Meeting Date | 17-May-2022 |
| ISIN | US8085131055 | Agenda | 935587836 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: John K. Adams, Jr. | Management | For | For |
| 1B. | Election of Director: Stephen A. Ellis | Management | For | For |
| 1C. | Election of Director: Brian M. Levitt | Management | For | For |
| 1D. | Election of Director: Arun Sarin | Management | For | For |
| 1E. | Election of Director: Charles R. Schwab | Management | For | For |
| 1F. | Election of Director: Paula A. Sneed | Management | For | For |
| 2. | Approval of amendments to Certificate of Incorporation | Management | For | For |
| and Bylaws to declassify the board of directors. | | | |
| 3. | Ratification of the selection of Deloitte & Touche LLP as | Management | For | For |
| independent auditors. | | | |
| 4. | Advisory vote to approve named executive officer | Management | Against | Against |
| compensation. | | | |
| 5. | Approval of the 2022 Stock Incentive Plan. | Management | For | For |
| 6. | Approval of the board's proposal to amend Bylaws to | Management | For | For |
| adopt proxy access. | | | |
| 7. | Stockholder Proposal requesting amendment to Bylaws | Shareholder | For | Against |
| to adopt proxy access. | | | |
| 8. | Stockholder Proposal requesting disclosure of lobbying | Shareholder | For | Against |
| policy, procedures and oversight; lobbying expenditures; | | | |
| and participation in organizations engaged in lobbying. | | | |
Page 25 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| FISERV, INC. |
| Security | 337738108 | Meeting Type | Annual |
| Ticker Symbol | FISV | Meeting Date | 18-May-2022 |
| ISIN | US3377381088 | Agenda | 935593788 - 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 | Dylan G. Haggart | | For | For |
| 6 | Wafaa Mamilli | | For | For |
| 7 | Heidi G. Miller | | For | For |
| 8 | Doyle R. Simons | | For | For |
| 9 | 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 2022. | | | |
| 4. | Shareholder proposal requesting the board seek | Shareholder | For | Against |
| shareholder approval of senior manager severance and | | | |
| termination payments. | | | |
| STATE STREET CORPORATION |
| Security | 857477103 | Meeting Type | Annual |
| Ticker Symbol | STT | Meeting Date | 18-May-2022 |
| ISIN | US8574771031 | Agenda | 935593637 - 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: D. DeMaio | Management | For | For |
| 1D. | Election of Director: A. Fawcett | Management | For | For |
| 1E. | Election of Director: W. Freda | Management | For | For |
| 1F. | Election of Director: S. Mathew | Management | For | For |
| 1G. | Election of Director: W. Meaney | Management | For | For |
| 1H. | Election of Director: R. O'Hanley | Management | For | For |
| 1I. | Election of Director: S. O'Sullivan | Management | For | For |
| 1J. | Election of Director: J. Portalatin | Management | For | For |
| 1K. | Election of Director: J. Rhea | Management | For | For |
| 1L. | Election of Director: R. Sergel | Management | For | For |
| 1M. | 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, 2022. | | | |
| 4. | Shareholder Proposal relating to asset management | Shareholder | For | Against |
| stewardship activities, if included in the agenda and | | | |
| properly presented. | | | |
| WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP |
| Security | 929740108 | Meeting Type | Annual |
| Ticker Symbol | WAB | Meeting Date | 18-May-2022 |
| ISIN | US9297401088 | Agenda | 935578837 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | William E. Kassling | | For | For |
| 2 | Albert J. Neupaver | | For | For |
| 3 | Ann R. Klee | | For | For |
| 2. | Approve an advisory (non-binding) resolution relating to | Management | For | For |
| the approval of 2021 named executive officer | | | |
| compensation. | | | |
| 3. | Ratify the appointment of Ernst & Young LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| 2022 fiscal year. | | | |
Page 26 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| DISCOVER FINANCIAL SERVICES |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 19-May-2022 |
| ISIN | US2547091080 | Agenda | 935591861 - 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. | | | |
| BREAD FINANCIAL HOLDINGS, INC. |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | BFH | Meeting Date | 24-May-2022 |
| ISIN | US0185811082 | Agenda | 935605355 - 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. | Approval of the 2022 Omnibus Incentive Plan | Management | For | For |
| 4. | Ratification of the Selection of Deloitte & Touche as the | Management | For | For |
| Independent Registered Public Accounting Firm of Bread | | | |
| Financial Holdings, Inc. for 2022 | | | |
Page 27 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| MERCK & CO., INC. |
| Security | 58933Y105 | Meeting Type | Annual |
| Ticker Symbol | MRK | Meeting Date | 24-May-2022 |
| ISIN | US58933Y1055 | Agenda | 935591570 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Douglas M. Baker, Jr. | 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: Robert M. Davis | Management | For | For |
| 1E. | Election of Director: Kenneth C. Frazier | Management | For | For |
| 1F. | Election of Director: Thomas H. Glocer | Management | For | For |
| 1G. | Election of Director: Risa J. Lavizzo-Mourey, M.D. | Management | For | For |
| 1H. | Election of Director: Stephen L. Mayo, Ph.D. | Management | For | For |
| 1I. | Election of Director: Paul B. Rothman, M.D. | Management | For | For |
| 1J. | Election of Director: Patricia F. Russo | Management | For | For |
| 1K. | Election of Director: Christine E. Seidman, M.D. | Management | For | For |
| 1L. | Election of Director: Inge G. Thulin | Management | For | For |
| 1M. | Election of Director: Kathy J. Warden | Management | For | For |
| 1N. | 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 2022. | | | |
| 4. | Shareholder proposal regarding an independent board | Shareholder | Against | For |
| chairman. | | | |
| 5. | Shareholder proposal regarding access to COVID-19 | Shareholder | For | Against |
| products. | | | |
| 6. | Shareholder proposal regarding lobbying expenditure | Shareholder | For | Against |
| disclosure. | | | |
| CHEVRON CORPORATION |
| Security | 166764100 | Meeting Type | Annual |
| Ticker Symbol | CVX | Meeting Date | 25-May-2022 |
| ISIN | US1667641005 | Agenda | 935603882 - 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 | 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 the Independent Registered Public Accounting | | | |
| Firm | | | |
| 3. | Advisory Vote to Approve Named Executive Officer | Management | For | For |
| Compensation | | | |
| 4. | Approve the 2022 Long-Term Incentive Plan of Chevron | Management | For | For |
| Corporation | | | |
| 5. | Adopt Medium- and Long-Term GHG Reduction Targets | Shareholder | For | Against |
| 6. | Report on Impacts of Net Zero 2050 Scenario | Shareholder | For | Against |
| 7. | Report on Reliability of Methane Emission Disclosures | Management | For | For |
| 8. | Report on Business with Conflict-Complicit Governments | Shareholder | For | Against |
| 9. | Report on Racial Equity Audit | Shareholder | For | Against |
| 10. | Special Meetings | Shareholder | For | Against |
Page 28 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| EXXON MOBIL CORPORATION |
| Security | 30231G102 | Meeting Type | Annual |
| Ticker Symbol | XOM | Meeting Date | 25-May-2022 |
| ISIN | US30231G1022 | Agenda | 935604214 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Michael J. Angelakis | Management | For | For |
| 1B. | Election of Director: Susan K. Avery | Management | For | For |
| 1C. | Election of Director: Angela F. Braly | Management | For | For |
| 1D. | Election of Director: Ursula M. Burns | Management | For | For |
| 1E. | Election of Director: Gregory J. Goff | Management | For | For |
| 1F. | Election of Director: Kaisa H. Hietala | Management | For | For |
| 1G. | Election of Director: Joseph L. Hooley | Management | For | For |
| 1H. | Election of Director: Steven A. Kandarian | Management | For | For |
| 1I. | Election of Director: Alexander A. Karsner | Management | For | For |
| 1J. | Election of Director: Jeffrey W. Ubben | Management | For | For |
| 1K. | Election of Director: Darren W. Woods | Management | For | For |
| 2. | Ratification of Independent Auditors | Management | For | For |
| 3. | Advisory Vote to Approve Executive Compensation | Management | For | For |
| 4. | Remove Executive Perquisites | Shareholder | For | Against |
| 5. | Limit Shareholder Rights for Proposal Submission | Shareholder | For | Against |
| 6. | Reduce Company Emissions and Hydrocarbon Sales | Shareholder | Against | For |
| 7. | Report on Low Carbon Business Planning | Shareholder | Against | For |
| 8. | Report on Scenario Analysis | Shareholder | For | Against |
| 9. | Report on Plastic Production | Shareholder | For | Against |
| 10. | Report on Political Contributions | Shareholder | For | Against |
| META PLATFORMS, INC. |
| Security | 30303M102 | Meeting Type | Annual |
| Ticker Symbol | FB | Meeting Date | 25-May-2022 |
| ISIN | US30303M1027 | Agenda | 935601559 - 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 | Tracey T. Travis | | For | For |
| 8 | Tony Xu | | For | For |
| 9 | Mark Zuckerberg | | For | For |
| 2. | To ratify the appointment of Ernst & Young LLP as Meta | Management | For | For |
| Platforms, Inc.'s independent registered public | | | |
| accounting firm for the fiscal year ending December 31, | | | |
| 2022. | | | |
| 3. | To approve, on a non-binding advisory basis, the | Management | Against | Against |
| compensation program for Meta Platforms, Inc.'s named | | | |
| executive officers as disclosed in Meta Platforms, Inc.'s | | | |
| proxy statement. | | | |
| 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 concealment clauses. | Shareholder | For | Against |
| 7. | A shareholder proposal regarding report on external | Shareholder | For | Against |
| costs of misinformation. | | | |
| 8. | A shareholder proposal regarding report on community | Shareholder | For | Against |
| standards enforcement. | | | |
| 9. | A shareholder proposal regarding report and advisory | Shareholder | For | Against |
| vote on the metaverse. | | | |
| 10. | A shareholder proposal regarding human rights impact | Shareholder | For | Against |
| assessment. | | | |
| 11. | A shareholder proposal regarding child sexual | Shareholder | For | Against |
| exploitation online. | | | |
| 12. | A shareholder proposal regarding civil rights and non- | Shareholder | For | Against |
| discrimination audit. | | | |
| 13. | A shareholder proposal regarding report on lobbying. | Shareholder | For | Against |
| 14. | A shareholder proposal regarding assessment of audit & | Shareholder | For | Against |
| risk oversight committee. | | | |
| 15. | A shareholder proposal regarding report on charitable | Shareholder | For | Against |
| donations. | | | |
Page 29 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| LOYALTY VENTURES INC. |
| Security | 54911Q107 | Meeting Type | Annual |
| Ticker Symbol | LYLT | Meeting Date | 26-May-2022 |
| ISIN | US54911Q1076 | Agenda | 935605204 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Re-election of Class I Director: Barbara L. Rayner | Management | For | For |
| 2. | Ratification of the selection of Deloitte & Touche LLP as | Management | For | For |
| the independent registered public accounting firm of | | | |
| Loyalty Ventures Inc. for 2022. | | | |
| ALPHABET INC. |
| Security | 02079K305 | Meeting Type | Annual |
| Ticker Symbol | GOOGL | Meeting Date | 01-Jun-2022 |
| ISIN | US02079K3059 | Agenda | 935618578 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 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 |
| 1i. | Election of Director: K. Ram Shriram | Management | For | For |
| 1j. | 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, 2022. | | | |
| 3. | The amendment of Alphabet's 2021 Stock Plan to | Management | For | For |
| increase the share reserve by 4,000,000 shares of Class | | | |
| C capital stock. | | | |
| 4. | The amendment of Alphabet's Amended and Restated | Management | For | For |
| Certificate of Incorporation to increase the number of | | | |
| authorized shares. | | | |
| 5. | A stockholder proposal regarding a lobbying report, if | Shareholder | For | Against |
| properly presented at the meeting. | | | |
| 6. | A stockholder proposal regarding a climate lobbying | Shareholder | Against | For |
| report, if properly presented at the meeting. | | | |
| 7. | A stockholder proposal regarding a report on physical | Shareholder | Against | For |
| risks of climate change, if properly presented at the | | | |
| meeting. | | | |
| 8. | A stockholder proposal regarding a report on water | Shareholder | Against | For |
| management risks, if properly presented at the meeting. | | | |
| 9. | A stockholder proposal regarding a racial equity audit, if | Shareholder | For | Against |
| properly presented at the meeting. | | | |
| 10. | A stockholder proposal regarding a report on | Shareholder | For | Against |
| concealment clauses, if properly presented at the | | | |
| meeting. | | | |
| 11. | A stockholder proposal regarding equal shareholder | Shareholder | For | Against |
| voting, if properly presented at the meeting. | | | |
| 12. | A stockholder proposal regarding a report on government | Shareholder | For | Against |
| takedown requests, if properly presented at the meeting. | | | |
| 13. | A stockholder proposal regarding a human rights | Shareholder | For | Against |
| assessment of data center siting, if properly presented at | | | |
| the meeting. | | | |
| 14. | A stockholder proposal regarding a report on data | Shareholder | For | Against |
| collection, privacy, and security, if properly presented at | | | |
| the meeting. | | | |
| 15. | A stockholder proposal regarding algorithm disclosures, if | Shareholder | For | Against |
| properly presented at the meeting. | | | |
| 16. | A stockholder proposal regarding misinformation and | Shareholder | For | Against |
| disinformation, if properly presented at the meeting. | | | |
| 17. | A stockholder proposal regarding a report on external | Shareholder | For | Against |
| costs of disinformation, if properly presented at the | | | |
| meeting. | | | |
| 18. | A stockholder proposal regarding a report on board | Shareholder | For | Against |
| diversity, if properly presented at the meeting. | | | |
| 19. | A stockholder proposal regarding the establishment of an | Shareholder | Against | For |
| environmental sustainability board committee, if properly | | | |
| presented at the meeting. | | | |
| 20. | A stockholder proposal regarding a policy on non- | Shareholder | For | Against |
| management employee representative director, if | | | |
| properly presented at the meeting. | | | |
| 21. | A stockholder proposal regarding a report on policies | Shareholder | For | Against |
| regarding military and militarized policing agencies, if | | | |
| properly presented at the meeting. | | | |
Page 30 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| NXP SEMICONDUCTORS NV. | | |
| Security | N6596X109 | Meeting Type | Annual |
| Ticker Symbol | NXPI | Meeting Date | 01-Jun-2022 |
| ISIN | NL0009538784 | Agenda | 935648545 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Adoption of the 2021 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, | | | |
| 2021 | | | |
| 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. | Re-appoint Annette Clayton as non-executive director | Management | For | For |
| 3d. | Re-appoint Anthony Foxx as non-executive director | Management | For | For |
| 3e. | Appoint Chunyuan Gu as non-executive director | Management | For | For |
| 3f. | Re-appoint Lena Olving as non-executive director | Management | For | For |
| 3g. | Re-appoint Julie Southern as non-executive director | Management | For | For |
| 3h. | Re-appoint Jasmin Staiblin as non-executive director | Management | For | For |
| 3i. | Re-appoint Gregory Summe as non-executive director | Management | For | For |
| 3j. | Re-appoint Karl-Henrik Sundström as non-executive | Management | For | For |
| director | | | |
| 4. | Authorization of the Board to issue ordinary shares of the | Management | For | For |
| Company and grant rights to acquire ordinary shares | | | |
| 5. | Authorization of the Board to restrict or exclude pre- | Management | For | For |
| emption rights accruing in connection with an issue of | | | |
| shares or grant of rights | | | |
| 6. | Authorization of the Board to repurchase ordinary shares | Management | For | For |
| 7. | Authorization of the Board to cancel ordinary shares held | Management | For | For |
| or to be acquired by the Company | | | |
| 8. | 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 | 02-Jun-2022 |
| ISIN | US70450Y1038 | Agenda | 935613744 - 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: Enrique Lores | Management | For | For |
| 1g. | Election of Director: Gail J. McGovern | Management | For | For |
| 1h. | Election of Director: Deborah M. Messemer | Management | For | For |
| 1i. | Election of Director: David M. Moffett | Management | For | For |
| 1j. | Election of Director: Ann M. Sarnoff | Management | For | For |
| 1k. | Election of Director: Daniel H. Schulman | Management | For | For |
| 1l. | Election of Director: Frank D. Yeary | Management | For | For |
| 2. | Advisory Vote to Approve Named Executive Officer | Management | For | For |
| Compensation. | | | |
| 3. | Advisory Vote on the Frequency of the Stockholder | Management | 1 Year | For |
| Advisory Vote to Approve Named Executive Officer | | | |
| Compensation. | | | |
| 4. | Ratification of the Appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as Our Independent | | | |
| Auditor for 2022. | | | |
| 5. | Stockholder Proposal - Special Shareholder Meeting | Shareholder | For | Against |
| Improvement. | | | |
Page 31 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| UnitedHealth Group |
| Security | 91324P102 | Meeting Type | Annual |
| Ticker Symbol | UNH | Meeting Date | 06-Jun-2022 |
| ISIN | US91324P1021 | Agenda | 935618453 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Timothy P. Flynn | Management | For | For |
| 1b. | Election of Director: Paul R. Garcia | 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: Andrew Witty | Management | For | For |
| 2. | Advisory approval of the Company's executive | Management | For | For |
| compensation. | | | |
| 3. | Ratification of the appointment of Deloitte & Touche LLP | Management | For | For |
| as the independent registered public accounting firm for | | | |
| the Company for the year ending December 31, 2022. | | | |
| 4. | If properly presented at the 2022 Annual Meeting of | Shareholder | For | Against |
| Shareholders, the shareholder proposal seeking | | | |
| shareholder ratification of termination pay. | | | |
| 5. | If properly presented at the 2022 Annual Meeting of | Shareholder | For | Against |
| Shareholders, the shareholder proposal regarding | | | |
| political contributions congruency report. | | | |
| EBAY INC. | | | |
| Security | 278642103 | Meeting Type | Annual |
| Ticker Symbol | EBAY | Meeting Date | 08-Jun-2022 |
| ISIN | US2786421030 | Agenda | 935623973 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Adriane M. Brown | Management | For | For |
| 1b. | Election of Director: Logan D. Green | Management | For | For |
| 1c. | Election of Director: E. Carol Hayles | Management | For | For |
| 1d. | Election of Director: Jamie Iannone | Management | For | For |
| 1e. | Election of Director: Kathleen C. Mitic | Management | For | For |
| 1f. | Election of Director: Paul S. Pressler | Management | For | For |
| 1g. | Election of Director: Mohak Shroff | Management | For | For |
| 1h. | Election of Director: Robert H. Swan | Management | For | For |
| 1i. | 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. | Approval of the Amendment and Restatement of the | Management | For | For |
| eBay Employee Stock Purchase Plan. | | | |
| 5. | Special Shareholder Meeting, if properly presented. | Shareholder | For | Against |
Page 32 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| PARAMOUNT GLOBAL | | |
| Security | 92556H206 | Meeting Type | Annual |
| Ticker Symbol | PARA | Meeting Date | 08-Jun-2022 |
| ISIN | US92556H2067 | Agenda | 935625117 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Non-Voting agenda | Management | For | N/A |
| TARGET CORPORATION | | |
| Security | 87612E106 | Meeting Type | Annual |
| Ticker Symbol | TGT | Meeting Date | 08-Jun-2022 |
| ISIN | US87612E1064 | Agenda | 935620369 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: David P. Abney | Management | For | For |
| 1b. | Election of Director: Douglas M. Baker, Jr. | Management | For | For |
| 1c. | Election of Director: George S. Barrett | Management | For | For |
| 1d. | Election of Director: Gail K. Boudreaux | Management | For | For |
| 1e. | Election of Director: Brian C. Cornell | Management | For | For |
| 1f. | Election of Director: Robert L. Edwards | Management | For | For |
| 1g. | Election of Director: Melanie L. Healey | Management | For | For |
| 1h. | Election of Director: Donald R. Knauss | Management | For | For |
| 1i. | Election of Director: Christine A. Leahy | Management | For | For |
| 1j. | Election of Director: Monica C. Lozano | Management | For | For |
| 1k. | Election of Director: Derica W. Rice | 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 | Against | For |
| to remove the shareholder group limit. | | | |
| EXACT SCIENCES CORPORATION |
| Security | 30063P105 | Meeting Type | Annual |
| Ticker Symbol | EXAS | Meeting Date | 09-Jun-2022 |
| ISIN | US30063P1057 | Agenda | 935632629 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Kevin Conroy | | For | For |
| 2 | Shacey Petrovic | | For | For |
| 3 | Katherine Zanotti | | For | For |
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as | Management | For | For |
| our independent registered public accounting firm for | | | |
| 2022. | | | |
| 3. | To approve, on an advisory basis, the compensation of | Management | For | For |
| our named executive officers. | | | |
| 4. | To approve Amendment No. 1 to the Exact Sciences | Management | For | For |
| Corporation 2019 Omnibus Long-Term Incentive Plan. | | | |
| 5. | To approve the Amended and Restated Exact Sciences | Management | For | For |
| Corporation 2010 Employee Stock Purchase Plan. | | | |
| 6. | The Shareholder Proposal concerning proxy access. | Shareholder | For | Against |
Page 33 of 81
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| FREEPORT-MCMORAN INC. | | |
| Security | 35671D857 | Meeting Type | Annual |
| Ticker Symbol | FCX | Meeting Date | 09-Jun-2022 |
| ISIN | US35671D8570 | Agenda | 935615279 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: David P. Abney | Management | For | For |
| 1b. | Election of Director: Richard C. Adkerson | Management | For | For |
| 1c. | Election of Director: Marcela E. Donadio | Management | For | For |
| 1d. | Election of Director: Robert W. Dudley | Management | For | For |
| 1e. | Election of Director: Hugh Grant | Management | For | For |
| 1f. | Election of Director: Lydia H. Kennard | Management | For | For |
| 1g. | Election of Director: Ryan M. Lance | Management | For | For |
| 1h. | Election of Director: Sara Grootwassink Lewis | Management | For | For |
| 1I. | Election of Director: Dustan E. McCoy | Management | For | For |
| 1j. | Election of Director: John J. Stephens | Management | For | For |
| 1k. | Election of Director: Frances Fragos Townsend | Management | For | For |
| 2. | Approval, on an advisory basis, of the compensation of | Management | For | For |
| our named executive officers. | | | |
| 3. | Ratification of the appointment of Ernst & Young LLP as | Management | For | For |
| our independent registered public accounting firm for | | | |
| 2022. | | | |
| FIDELITY NATIONAL FINANCIAL, INC. |
| Security | 31620R303 | Meeting Type | Annual |
| Ticker Symbol | FNF | Meeting Date | 15-Jun-2022 |
| ISIN | US31620R3030 | Agenda | 935636362 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Halim Dhanidina | | For | For |
| 2 | Daniel D. (Ron) Lane | | For | For |
| 3 | Cary H. Thompson | | For | For |
| 2. | Approval of a non-binding advisory resolution on the | Management | For | For |
| compensation paid to our named executive officers. | | | |
| 3. | Approval of the Amended and Restated Fidelity National | Management | For | For |
| Financial, Inc. 2013 Employee Stock Purchase Plan. | | | |
| 4. | Ratification of the appointment of Ernst & Young LLP as | Management | For | For |
| our independent registered public accounting firm for the | | | |
| 2022 fiscal year. | | | |
| ACTIVISION BLIZZARD, INC. | | |
| Security | 00507V109 | Meeting Type | Annual |
| Ticker Symbol | ATVI | Meeting Date | 21-Jun-2022 |
| ISIN | US00507V1098 | Agenda | 935640715 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Reveta Bowers | Management | For | For |
| 1b. | Election of Director: Kerry Carr | Management | For | For |
| 1c. | Election of Director: Robert Corti | Management | For | For |
| 1d. | Election of Director: Brian Kelly | Management | For | For |
| 1e. | Election of Director: Robert Kotick | Management | For | For |
| 1f. | Election of Director: Lulu Meservey | Management | For | For |
| 1g. | Election of Director: Barry Meyer | Management | For | For |
| 1h. | Election of Director: Robert Morgado | Management | For | For |
| 1i. | Election of Director: Peter Nolan | Management | For | For |
| 1j. | Election of Director: Dawn Ostroff | Management | For | For |
| 2. | Advisory vote to approve our executive compensation. | Management | For | For |
| 3. | Ratification of the appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as the Company's | | | |
| independent registered public accounting firm. | | | |
| 4. | Shareholder proposal regarding the nomination of an | Shareholder | For | Against |
| employee representative director. | | | |
| 5. | Shareholder proposal regarding the preparation of a | Shareholder | For | Against |
| report about the Company's efforts to prevent abuse, | | | |
| harassment and discrimination. | | | |
Page 34 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| STEELCASE INC. |
| Security | 858155203 | Meeting Type | Annual |
| Ticker Symbol | SCS | Meeting Date | 14-Jul-2021 |
| ISIN | US8581552036 | Agenda | 935445177 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Sara E. Armbruster | Management | For | For |
| 1B. | Election of Director: Timothy C. E. Brown | Management | For | For |
| 1C. | Election of Director: Connie K. Duckworth | Management | For | For |
| 1D. | Election of Director: James P. Keane | Management | For | For |
| 1E. | Election of Director: Todd P. Kelsey | Management | For | For |
| 1F. | Election of Director: Jennifer C. Niemann | Management | For | For |
| 1G. | Election of Director: Robert C. Pew III | Management | For | For |
| 1H. | Election of Director: Cathy D. Ross | Management | For | For |
| 1I. | Election of Director: Catherine C. B. Schmelter | Management | For | For |
| 1J. | Election of Director: Peter M. Wege II | Management | For | For |
| 1K. | Election of Director: Linda K. Williams | Management | For | For |
| 1L. | Election of Director: Kate Pew Wolters | Management | For | For |
| 2. | Advisory vote to approve named executive officer | Management | For | For |
| compensation. | | | |
| 3. | Approval of the Steelcase Inc. Incentive Compensation | Management | For | For |
| Plan. | | | |
| 4. | Ratification of independent registered public accounting | Management | For | For |
| firm. | | | |
| MARVELL TECHNOLOGY, INC. |
| Security | 573874104 | Meeting Type | Annual |
| Ticker Symbol | MRVL | Meeting Date | 16-Jul-2021 |
| ISIN | US5738741041 | Agenda | 935447929 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: W. Tudor Brown | Management | For | For |
| 1B. | Election of Director: Brad W. Buss | Management | For | For |
| 1C. | Election of Director: Edward H. Frank | Management | For | For |
| 1D. | Election of Director: Richard S. Hill | Management | For | For |
| 1E. | Election of Director: Marachel L. Knight | Management | For | For |
| 1F. | Election of Director: Bethany J. Mayer | Management | For | For |
| 1G. | Election of Director: Matthew J. Murphy | Management | For | For |
| 1H. | Election of Director: Michael G. Strachan | Management | For | For |
| 1I. | Election of Director: Robert E. Switz | Management | For | For |
| 1J. | Election of Director: Ford Tamer | Management | For | For |
| 2. | An advisory (non-binding) vote to approve compensation | Management | For | For |
| of our named executive officers. | | | |
| 3. | To ratify the appointment of Deloitte and Touche LLP as | Management | For | For |
| our independent registered public accounting firm for the | | | |
| fiscal year ended January 29, 2022. | | | |
Page 35 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| MCKESSON CORPORATION |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 23-Jul-2021 |
| ISIN | US58155Q1031 | Agenda | 935457425 - 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: Donald R. | Management | For | For |
| Knauss | | | |
| 1C. | Election of Director for a one-year term: Bradley E. | Management | For | For |
| Lerman | | | |
| 1D. | Election of Director for a one-year term: Linda P. Mantia | Management | For | For |
| 1E. | Election of Director for a one-year term: Maria Martinez | Management | For | For |
| 1F. | Election of Director for a one-year term: Edward A. | Management | For | For |
| Mueller | | | |
| 1G. | Election of Director for a one-year term: Susan R. Salka | Management | For | For |
| 1H. | Election of Director for a one-year term: Brian S. Tyler | Management | For | For |
| 1I. | Election of Director for a one-year term: Kenneth E. | Management | For | For |
| Washington | | | |
| 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, 2022. | | | |
| 3. | Advisory vote on executive compensation. | Management | For | For |
| 4. | Shareholder proposal on action by written consent of | Shareholder | For | Against |
| shareholders. | | | |
Page 36 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| JAZZ PHARMACEUTICALS PLC |
| Security | G50871105 | Meeting Type | Annual |
| Ticker Symbol | JAZZ | Meeting Date | 29-Jul-2021 |
| ISIN | IE00B4Q5ZN47 | Agenda | 935461563 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director to hold office until the 2024 annual | Management | For | For |
| meeting: Peter Gray | | | |
| 1B. | Election of Director to hold office until the 2024 annual | Management | For | For |
| meeting: Kenneth W. O'Keefe | | | |
| 1C. | Election of Director to hold office until the 2024 annual | Management | For | For |
| meeting: Mark D. Smith, M.D. | | | |
| 1D. | Election of Director to hold office until the 2024 annual | Management | For | For |
| meeting: Catherine A. Sohn, Pharm. D. | | | |
| 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, 2021 and to authorize, in a binding vote, | | | |
| the board of directors, acting through the audit | | | |
| committee, to determine KPMG's 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 renew the Board of Director's existing authority under | Management | For | For |
| Irish law to allot and issue ordinary shares. | | | |
| 5. | To renew the Board of Director's existing authority under | Management | For | For |
| Irish law to allot and issue ordinary shares for cash | | | |
| without first offering those ordinary shares to existing | | | |
| shareholders pursuant to the statutory pre-emption right | | | |
| that would otherwise apply. | | | |
| 6. | To approve any motion to adjourn the annual meeting, or | Management | For | For |
| any adjournments thereof, to another time and place to | | | |
| solicit additional proxies if there are insufficient votes at | | | |
| the time of annual meeting to approve Proposal 5. | | | |
| KIMCO REALTY CORPORATION |
| Security | 49446R109 | Meeting Type | Special |
| Ticker Symbol | KIM | Meeting Date | 03-Aug-2021 |
| ISIN | US49446R1095 | Agenda | 935469521 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | PROPOSAL TO APPROVE THE MERGER OF | Management | For | For |
| WEINGARTEN REALTY INVESTORS, A TEXAS REAL | | | |
| ESTATE INVESTMENT TRUST ("WRI"), WITH AND | | | |
| INTO KIMCO REALTY CORPORATION, A MARYLAND | | | |
| CORPORATION ("KIMCO"), WITH KIMCO | | | |
| CONTINUING AS THE SURVIVING CORPORATION IN | | | |
| THE MERGER, ON THE TERMS AND SUBJECT TO | | | |
| THE CONDITIONS OF THE AGREEMENT AND PLAN | | | |
| OF MERGER, DATED AS OF APRIL 15, 2021, BY AND | | | |
| BETWEEN WRI AND KIMCO (THE "MERGER | | | |
| PROPOSAL"). | | | |
| 2. | PROPOSAL TO APPROVE THE ADJOURNMENT OF | Management | For | For |
| THE KIMCO SPECIAL MEETING, IF NECESSARY OR | | | |
| APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN | | | |
| FAVOR OF THE MERGER PROPOSAL IF THERE ARE | | | |
| INSUFFICIENT VOTES AT THE TIME OF SUCH | | | |
| ADJOURNMENT TO APPROVE THE MERGER | | | |
| PROPOSAL (THE "ADJOURNMENT PROPOSAL"). | | | |
Page 37 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| FLAGSTAR BANCORP, INC. |
| Security | 337930705 | Meeting Type | Special |
| Ticker Symbol | FBC | Meeting Date | 04-Aug-2021 |
| ISIN | US3379307057 | Agenda | 935468531 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Approval of the Agreement and Plan of Merger (as | Management | For | For |
| amended from time to time, the "merger agreement"), | | | |
| dated April 24, 2021, by and among Flagstar Bancorp, | | | |
| Inc. ("Flagstar"), New York Community Bancorp, Inc. | | | |
| ("NYCB") and 615 Corp. (the "Flagstar merger proposal"). | | | |
| Flagstar shareholders should read the joint proxy | | | |
| statement/prospectus to which this proxy card is attached | | | |
| carefully and in its entirety, including the annexes, for | | | |
| more detailed information concerning the merger | | | |
| agreement and the transactions contemplated thereby. | | | |
| 2. | Approval of, on an advisory (non-binding) basis, the | Management | For | For |
| merger- related compensation payments that will or may | | | |
| be paid to the named executive officers of Flagstar in | | | |
| connection with the transactions contemplated by the | | | |
| merger agreement (the "Flagstar compensation | | | |
| proposal"). | | | |
| 3. | Approval of the adjournment of the Flagstar special | Management | For | For |
| meeting, if necessary or appropriate, to solicit additional | | | |
| proxies if, immediately prior to such adjournment, there | | | |
| are not sufficient votes to approve the Flagstar merger | | | |
| proposal or to ensure that any supplement or amendment | | | |
| to the accompanying joint proxy statement/prospectus is | | | |
| timely provided to Flagstar shareholders (the "Flagstar | | | |
| adjournment proposal"). | | | |
| KORNIT DIGITAL LTD. |
| Security | M6372Q113 | Meeting Type | Annual |
| Ticker Symbol | KRNT | Meeting Date | 12-Aug-2021 |
| ISIN | IL0011216723 | Agenda | 935474178 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | To re-elect Mr. Yuval Cohen for a three-year term as a | Management | For | For |
| Class III director of the Company, until the Company's | | | |
| annual general meeting of shareholders in 2024 and until | | | |
| his successor is duly elected and qualified. | | | |
| 1B. | To re-elect Mr. Stephen Nigro for a three-year term as a | Management | For | For |
| Class III director of the Company, until the Company's | | | |
| annual general meeting of shareholders in 2024 and until | | | |
| her successor is duly elected and qualified. | | | |
| 1C. | To re-elect Mr. Ronen Samuel for a three-year term as a | Management | For | For |
| Class III director of the Company, until the Company's | | | |
| annual general meeting of shareholders in 2024 and until | | | |
| his successor is duly elected and qualified. | | | |
| 2. | Approval of an amendment to the Company's Articles of | Management | For | For |
| Association (the "Articles") that sets the forums for | | | |
| adjudication of disputes under the Articles. | | | |
| 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, 2021 and until the Company's 2022 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. | | | |
Page 38 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| REGAL REXNORD CORPORATION |
| Security | 758750103 | Meeting Type | Special |
| Ticker Symbol | RBC | Meeting Date | 01-Sep-2021 |
| ISIN | US7587501039 | Agenda | 935478722 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | A proposal to approve the issuance of shares of Regal | Management | For | For |
| common stock pursuant to the Merger Agreement dated | | | |
| as of February 15, 2021 as it may be amended from time | | | |
| to time (which we refer to as the "Regal Share Issuance | | | |
| Proposal"). | | | |
| 2. | A proposal to approve an amendment and restatement of | Management | For | For |
| Regal's Articles of Incorporation to effect a change in | | | |
| Regal's legal name from "Regal Beloit Corporation" to | | | |
| "Regal Rexnord Corporation" (which amendment and | | | |
| restatement will not be implemented if the Merger is not | | | |
| consummated). | | | |
| 3. | A proposal to approve an amendment and restatement of | Management | For | For |
| Regal's Articles of Incorporation to increase the number | | | |
| of authorized shares of Regal common stock from | | | |
| 100,000,000 to 150,000,000 (which amendment and | | | |
| restatement will not be implemented if the Merger is not | | | |
| consummated). | | | |
| 4. | A proposal to approve the adjournment of the Regal | Management | For | For |
| Special Meeting, if necessary, to solicit additional proxies | | | |
| in the event there are not sufficient votes at the time of | | | |
| the Regal Special Meeting to approve the Regal Share | | | |
| Issuance Proposal. | | | |
| TAKE-TWO INTERACTIVE SOFTWARE, INC. |
| Security | 874054109 | Meeting Type | Annual |
| Ticker Symbol | TTWO | Meeting Date | 14-Sep-2021 |
| ISIN | US8740541094 | Agenda | 935479584 - 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 amendment to the Amended and | Management | For | For |
| Restated Take-Two 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, 2022. | | | |
| JAZZ PHARMACEUTICALS PLC |
| Security | G50871105 | Meeting Type | Special |
| Ticker Symbol | JAZZ | Meeting Date | 23-Sep-2021 |
| ISIN | IE00B4Q5ZN47 | Agenda | 935490639 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | To grant the board of directors authority under Irish law to | Management | For | For |
| allot and issue ordinary shares for cash without first | | | |
| offering those ordinary shares to existing shareholders | | | |
| pursuant to the statutory pre-emption right that would | | | |
| otherwise apply. | | | |
| 2. | To approve any motion to adjourn the extraordinary | Management | For | For |
| general meeting, or any adjournments thereof, to another | | | |
| time and place to solicit additional proxies if there are | | | |
| insufficient votes at the time of the extraordinary general | | | |
| meeting to approve Proposal 1. | | | |
Page 39 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| BREAD FINANCIAL HOLDINGS, INC. |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 29-Oct-2021 |
| ISIN | US0185811082 | Agenda | 935514061 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Non-Voting Agenda. | Management | For | N/A |
| VIAVI SOLUTIONS INC. |
| Security | 925550105 | Meeting Type | Annual |
| Ticker Symbol | VIAV | Meeting Date | 10-Nov-2021 |
| ISIN | US9255501051 | Agenda | 935500896 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Richard E. Belluzzo | | For | For |
| 2 | Keith Barnes | | For | For |
| 3 | Laura Black | | For | For |
| 4 | Tor Braham | | For | For |
| 5 | Timothy Campos | | For | For |
| 6 | Donald Colvin | | For | For |
| 7 | Masood A. Jabbar | | For | For |
| 8 | Oleg Khaykin | | For | For |
| 2. | Ratification of the Appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as VIAVI's independent | | | |
| registered public accounting firm for fiscal year 2022. | | | |
| 3. | Approval, in a Non-Binding Advisory Vote, of the | Management | For | For |
| Compensation for Named Executive Officers. | | | |
| II-VI INCORPORATED |
| Security | 902104108 | Meeting Type | Annual |
| Ticker Symbol | IIVI | Meeting Date | 18-Nov-2021 |
| ISIN | US9021041085 | Agenda | 935502028 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Class Four Director for a three-year term to | Management | For | For |
| expire at the annual meeting of shareholders in 2024: | | | |
| Howard H. Xia | | | |
| 1B. | Election of Class Four Director for a three-year term to | Management | For | For |
| expire at the annual meeting of shareholders in 2024: | | | |
| Vincent D. Mattera, Jr. | | | |
| 1C. | Election of Class Four Director for a three-year term to | Management | For | For |
| expire at the annual meeting of shareholders in 2024: | | | |
| Michael L. Dreyer | | | |
| 1D. | Election of Class Four Director for a three-year term to | Management | For | For |
| expire at the annual meeting of shareholders in 2024: | | | |
| Stephen Pagliuca | | | |
| 2. | Non-binding advisory vote to approve compensation paid | Management | For | For |
| to named executive officers in fiscal year 2021. | | | |
| 3. | Ratification of the Audit Committee's selection of Ernst & | Management | For | For |
| Young LLP as the Company's independent registered | | | |
| public accounting firm for the fiscal year ending June 30, | | | |
| 2022. | | | |
Page 40 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| PERFORMANCE FOOD GROUP COMPANY |
| Security | 71377A103 | Meeting Type | Annual |
| Ticker Symbol | PFGC | Meeting Date | 18-Nov-2021 |
| ISIN | US71377A1034 | Agenda | 935506379 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: George L. Holm | Management | For | For |
| 1B. | Election of Director: Manuel A. Fernandez | Management | For | For |
| 1C. | Election of Director: Barbara J. Beck | Management | For | For |
| 1D. | Election of Director: William F. Dawson Jr. | Management | For | For |
| 1E. | Election of Director: Laura Flanagan | Management | For | For |
| 1F. | Election of Director: Matthew C. Flanigan | Management | For | For |
| 1G. | Election of Director: Kimberly S. Grant | Management | For | For |
| 1H. | Election of Director: Jeffrey M. Overly | Management | For | For |
| 1I. | Election of Director: David V. Singer | Management | For | For |
| 1J. | Election of Director: Randall N. Spratt | Management | For | For |
| 1K. | Election of Director: Warren M. Thompson | Management | For | For |
| 2. | To ratify the appointment of Deloitte & Touche LLP as our | Management | For | For |
| independent registered public accounting firm for fiscal | | | |
| 2022. | | | |
| 3. | To approve, in a non-binding advisory vote, the | Management | For | For |
| compensation paid to the named executive officers. | | | |
| LUMENTUM HOLDINGS INC. |
| Security | 55024U109 | Meeting Type | Annual |
| Ticker Symbol | LITE | Meeting Date | 19-Nov-2021 |
| ISIN | US55024U1097 | Agenda | 935499916 - 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: Isaac H. Harris | Management | For | For |
| 1D. | Election of Director: Julia S. Johnson | Management | For | For |
| 1E. | Election of Director: Brian J. Lillie | Management | For | For |
| 1F. | Election of Director: Alan S. Lowe | Management | For | For |
| 1G. | Election of Director: Ian S. Small | Management | For | For |
| 1H. | 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 approve the Amended and Restated 2015 Equity | Management | For | For |
| Incentive Plan. | | | |
| 4. | To ratify the appointment of Deloitte & Touche LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| fiscal year ending July 2, 2022. | | | |
Page 41 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| PREMIER, INC. |
| Security | 74051N102 | Meeting Type | Annual |
| Ticker Symbol | PINC | Meeting Date | 03-Dec-2021 |
| ISIN | US74051N1028 | Agenda | 935506393 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Terry D. Shaw | | For | For |
| 2 | Richard J. Statuto | | For | For |
| 3 | Ellen C. Wolf | | 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 2022. | | | |
| 3. | Approval, on an advisory basis, of the compensation of | Management | For | For |
| our named executive officers as disclosed in the proxy | | | |
| statement for the Annual Meeting. | | | |
| 4. | An advisory vote to approve the frequency of the say-on- | Management | 1 Year | For |
| pay advisory vote as every one, two, or three years. | | | |
Page 42 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| VIATRIS INC. |
| Security | 92556V106 | Meeting Type | Annual |
| Ticker Symbol | VTRS | Meeting Date | 10-Dec-2021 |
| ISIN | US92556V1061 | Agenda | 935512219 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Class I Director each to hold office until the | Management | For | For |
| 2023 annual meeting: Neil Dimick | | | |
| 1B. | Election of Class I Director each to hold office until the | Management | For | For |
| 2023 annual meeting: Michael Goettler | | | |
| 1C. | Election of Class I Director each to hold office until the | Management | For | For |
| 2023 annual meeting: Ian Read | | | |
| 1D. | Election of Class I Director each to hold office until the | Management | For | For |
| 2023 annual meeting: Pauline van der Meer Mohr | | | |
| 2. | Approval, on non-binding advisory basis, of the 2020 | Management | For | For |
| compensation of the named executive officers of the | | | |
| Company (the "Say-on-Pay vote"). | | | |
| 3. | A non-binding advisory vote on the frequency of the Say- | Management | 1 Year | For |
| on-Pay vote. | | | |
| 4. | Ratification of the selection of Deloitte & Touche LLP as | Management | For | For |
| the Company's independent registered public accounting | | | |
| firm for the fiscal year ending December 31, 2021. | | | |
| WALGREENS BOOTS ALLIANCE, INC. |
| Security | 931427108 | Meeting Type | Annual |
| Ticker Symbol | WBA | Meeting Date | 27-Jan-2022 |
| ISIN | US9314271084 | Agenda | 935533302 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Janice M. Babiak | Management | For | For |
| 1B. | Election of Director: David J. Brailer | Management | For | For |
| 1C. | Election of Director: Rosalind G. Brewer | 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 |
| 2. | Advisory vote to approve named executive officer | Management | For | For |
| compensation. | | | |
| 3. | Ratification of the appointment of Deloitte & Touche LLP | Management | For | For |
| as the independent registered public accounting firm for | | | |
| fiscal year 2022. | | | |
| 4. | Stockholder proposal requesting conversion to a Public | Shareholder | For | Against |
| Benefit Corporation. | | | |
| 5. | Stockholder proposal to reduce the ownership threshold | Shareholder | For | Against |
| for calling special meetings of stockholders. | | | |
| 6. | Stockholder proposal requesting report on public health | Shareholder | Against | For |
| costs due to tobacco product sales and the impact on | | | |
| overall market returns. | | | |
Page 43 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| ENERGIZER HOLDINGS, INC. |
| Security | 29272W109 | Meeting Type | Annual |
| Ticker Symbol | ENR | Meeting Date | 31-Jan-2022 |
| ISIN | US29272W1099 | Agenda | 935535635 - 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 D. Frankiewicz | Management | For | For |
| 1E. | Election of Director: Kevin J. Hunt | Management | For | For |
| 1F. | Election of Director: James C. Johnson | Management | For | For |
| 1G. | Election of Director: Mark S. LaVigne | Management | For | For |
| 1H. | Election of Director: Patrick J. Moore | Management | For | For |
| 1I. | Election of Director: Donal L. Mulligan | 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 2022. | | | |
| 3. | Advisory, non-binding vote on executive compensation. | Management | Against | Against |
| 4. | Advisory, non-binding vote on frequency of future votes | Management | 1 Year | For |
| to approve executive compensation. | | | |
| MUELLER WATER PRODUCTS, INC. |
| Security | 624758108 | Meeting Type | Annual |
| Ticker Symbol | MWA | Meeting Date | 07-Feb-2022 |
| ISIN | US6247581084 | Agenda | 935535938 - 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: Mark J. O'Brien | Management | For | For |
| 1E. | Election of Director: Christine Ortiz | Management | For | For |
| 1F. | Election of Director: Bernard G. Rethore | Management | For | For |
| 1G. | Election of Director: Jeffery S. Sharritts | 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, 2022. | | | |
Page 44 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| HILLENBRAND, INC. |
| Security | 431571108 | Meeting Type | Annual |
| Ticker Symbol | HI | Meeting Date | 10-Feb-2022 |
| ISIN | US4315711089 | Agenda | 935537021 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Gary L. Collar | | For | For |
| 2 | F. Joseph Loughrey | | For | For |
| 3 | Joy M. Greenway | | For | For |
| 4 | Dennis W. Pullin | | For | For |
| 5 | Kimberly K. Ryan | | For | For |
| 6 | Inderpreet Sawhney | | 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 ratify the appointment of Ernst & Young LLP as the | Management | For | For |
| Company's independent registered public accounting firm | | | |
| for fiscal year 2022. | | | |
| BERRY GLOBAL GROUP, INC. |
| Security | 08579W103 | Meeting Type | Annual |
| Ticker Symbol | BERY | Meeting Date | 16-Feb-2022 |
| ISIN | US08579W1036 | Agenda | 935541551 - 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 1, 2022. | | | |
| 3. | To approve, on an advisory, non-binding basis, our | Management | For | For |
| executive compensation. | | | |
| EVOQUA WATER TECHNOLOGIES CORP. |
| Security | 30057T105 | Meeting Type | Annual |
| Ticker Symbol | AQUA | Meeting Date | 16-Feb-2022 |
| ISIN | US30057T1051 | Agenda | 935538566 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Nick Bhambri | | For | For |
| 2 | Sherrese Clarke Soares | | For | For |
| 3 | Lynn C. Swann | | For | For |
| 2. | Approval, on an advisory basis, of the compensation of | Management | For | For |
| 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 | | | |
| fiscal year ending September 30, 2022. | | | |
Page 45 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| INFINEON TECHNOLOGIES AG |
| Security | 45662N103 | Meeting Type | Annual |
| Ticker Symbol | IFNNY | Meeting Date | 17-Feb-2022 |
| ISIN | US45662N1037 | Agenda | 935544533 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 2. | Utilization of unappropriated profit. | Management | For | For |
| 3A. | Approval of the acts of the member of the Management | Management | For | For |
| Board: Dr. Reinhard Ploss | | | |
| 3B. | Approval of the acts of the member of the Management | Management | For | For |
| Board: Dr. Helmut Gassel | | | |
| 3C. | Approval of the acts of the member of the Management | Management | For | For |
| Board: Jochen Hanebeck | | | |
| 3D. | Approval of the acts of the member of the Management | Management | For | For |
| Board: Constanze Hufenbecher (since 15 April 2021) | | | |
| 3E. | 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: Xiaoqun Clever | | | |
| 4C. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Johann Dechant | | | |
| 4D. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Friedrich Eichiner | | | |
| 4E. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Annette Engelfried | | | |
| 4F. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Peter Gruber | | | |
| 4G. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Hans-Ulrich Holdenried | | | |
| 4H. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Susanne Lachenmann | | | |
| 4I. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Géraldine Picaud | | | |
| 4J. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Manfred Puffer | | | |
| 4K. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Melanie Riedl | | | |
| 4L. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Jürgen Scholz | | | |
| 4M. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Kerstin Schulzendorf | | | |
| 4N. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Dr. Ulrich Spiesshofer | | | |
| 4O. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Margret Suckale | | | |
| 4P. | Approval of the acts of the member of the Supervisory | Management | For | For |
| Board: Diana Vitale | | | |
| 5. | Appointment of the Company and Group auditor for the | Management | For | For |
| 2022 fiscal year and the auditor for the review of the Half- | | | |
| Year Financial Report as well as for the possible review | | | |
| of other quarterly financial reports for the 2022 fiscal | | | |
| 6. | year. | | | |
| Election to the Supervisory Board - Géraldine Picaud | Management | For | For |
Page 46 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| OSHKOSH CORPORATION |
| Security | 688239201 | Meeting Type | Annual |
| Ticker Symbol | OSK | Meeting Date | 22-Feb-2022 |
| ISIN | US6882392011 | Agenda | 935538578 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Keith J. Allman | | For | For |
| 2 | Douglas L. Davis | | For | For |
| 3 | Tyrone M. Jordan | | For | For |
| 4 | K. Metcalf-Kupres | | For | For |
| 5 | Stephen D. Newlin | | For | For |
| 6 | Duncan J. Palmer | | For | For |
| 7 | John C. Pfeifer | | For | For |
| 8 | Sandra E. Rowland | | For | For |
| 9 | John S. Shiely | | For | For |
| 2. | Ratification of the appointment of Deloitte & Touche LLP, | Management | For | For |
| an independent registered public accounting firm, as the | | | |
| Company's independent auditors for the fiscal year | | | |
| ending December 31, 2022. | | | |
| 3. | Approval, by advisory vote, of the compensation of the | Management | For | For |
| Company's named executive officers. | | | |
| REV GROUP, INC. |
| Security | 749527107 | Meeting Type | Annual |
| Ticker Symbol | REVG | Meeting Date | 03-Mar-2022 |
| ISIN | US7495271071 | Agenda | 935542779 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Class II Director: Justin Fish | Management | For | For |
| 1.2 | Election of Class II Director: Joel Rotroff | Management | For | For |
| 1.3 | Election of Class II Director: Rodney Rushing | Management | 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, 2022. | | | |
| 3. | Advisory vote on the compensation of our named | Management | For | For |
| executive officers. | | | |
Page 47 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| DISCOVERY, INC. |
| Security | 25470F104 | Meeting Type | Special |
| Ticker Symbol | DISCA | Meeting Date | 11-Mar-2022 |
| ISIN | US25470F1049 | Agenda | 935550930 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | To reclassify and automatically convert Discovery's | Management | For | For |
| capital stock into such number of shares of Series A | | | |
| common stock of Warner Bros. Discovery, Inc. ("WBD"), | | | |
| par value $0.01 per share ("WBD common stock"), as set | | | |
| forth in the Agreement and Plan of Merger, dated as of | | | |
| May 17, 2021, as it may be amended from time to time | | | |
| (the "Merger Agreement"), by and among Discovery, | | | |
| Drake Subsidiary, Inc., AT&T Inc. and Magallanes, Inc. | | | |
| ("Spinco"). | | | |
| 1B. | To increase the authorized shares of WBD common | Management | For | For |
| stock to 10,800,000,000 shares. | | | |
| 1C. | To increase the authorized shares of "blank check" | Management | For | For |
| preferred stock of WBD, par value $0.01 per share, to | | | |
| 1,200,000,000 shares. | | | |
| 1D. | To declassify the WBD board of directors into one class | Management | For | For |
| of directors upon the election of directors at WBD's third | | | |
| annual meeting of stockholders after the completion of | | | |
| the merger (the "Merger") pursuant to the Merger | | | |
| Agreement, and make certain related changes. | | | |
| 1E. | To provide for all other changes in connection with the | Management | For | For |
| amendment and restatement of Discovery's restated | | | |
| certificate of incorporation, as amended. | | | |
| 2. | To approve the issuance of WBD common stock to | Management | For | For |
| Spinco stockholders in the Merger as contemplated by | | | |
| the Merger Agreement. | | | |
| 3. | To approve, on an advisory (non-binding) basis, certain | Management | For | For |
| compensation that will or may be paid by Discovery to its | | | |
| named executive officers in connection with the Merger. | | | |
Page 48 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| KEYSIGHT TECHNOLOGIES, INC. |
| Security | 49338L103 | Meeting Type | Annual |
| Ticker Symbol | KEYS | Meeting Date | 17-Mar-2022 |
| ISIN | US49338L1035 | Agenda | 935545345 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: James G. Cullen | Management | For | For |
| 1B. | Election of Director: Michelle J. Holthaus | Management | For | For |
| 1C. | Election of Director: Jean M. Nye | Management | For | For |
| 1D. | Election of Director: Joanne B. Olsen | Management | For | For |
| 2. | Ratify the Audit and Finance Committee's appointment of | Management | For | For |
| PricewaterhouseCoopers LLP as Keysight's independent | | | |
| registered public accounting firm. | | | |
| 3. | Approve, on a non-binding advisory basis, the | Management | For | For |
| compensation of Keysight's named executive officers. | | | |
| 4. | Approve an amendment to Keysight's Amended and | Management | For | For |
| Restated Certificate of Incorporation to declassify the | | | |
| Board of Directors. | | | |
| COLLIERS INTERNATIONAL GROUP INC. |
| Security | 194693107 | Meeting Type | Annual and Special Meeting |
| Ticker Symbol | CIGI | Meeting Date | 05-Apr-2022 |
| ISIN | CA1946931070 | Agenda | 935561399 - 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 | Poonam Puri | | For | For |
| 9 | Benjamin F. Stein | | For | For |
| 10 | 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 | For | For |
| compensation as set out in the accompanying Circular. | | | |
| DISCOVERY, INC. |
| Security | 25470F104 | Meeting Type | Annual |
| Ticker Symbol | DISCA | Meeting Date | 08-Apr-2022 |
| ISIN | US25470F1049 | Agenda | 935566096 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Paul A. Gould | | Withheld | Against |
| 2 | Kenneth W. Lowe | | Withheld | Against |
| 3 | Daniel E. Sanchez | | Withheld | Against |
| 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, 2022. | | | |
| 3. | To approve the Warner Bros. Discovery, Inc. Stock | Management | For | For |
| Incentive Plan. | | | |
Page 49 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| A.O. SMITH CORPORATION |
| Security | 831865209 | Meeting Type | Annual |
| Ticker Symbol | AOS | Meeting Date | 12-Apr-2022 |
| ISIN | US8318652091 | Agenda | 935553190 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Victoria M. Holt | | For | For |
| 2 | Michael M. Larsen | | 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 | | | |
| LEVI STRAUSS & CO |
| Security | 52736R102 | Meeting Type | Annual |
| Ticker Symbol | LEVI | Meeting Date | 20-Apr-2022 |
| ISIN | US52736R1023 | Agenda | 935556172 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Class III Director: Troy M. Alstead | Management | For | For |
| 1B. | Election of Class III Director: Charles "Chip" V. Bergh | Management | For | For |
| 1C. | Election of Class III Director: Robert A. Eckert | Management | For | For |
| 1D. | Election of Class III Director: Patricia Salas Pineda | 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 2022. | | | |
| 4. | Shareholder proposal, if properly presented at the | Shareholder | For | Against |
| meeting, requesting a report on slaughter methods to | | | |
| produce leather. | | | |
| 5. | Shareholder proposal, if properly presented at the | Shareholder | For | Against |
| meeting, requesting a workplace non-discrimination audit | | | |
| and report. | | | |
| REGIONS FINANCIAL CORPORATION |
| Security | 7591EP100 | Meeting Type | Annual |
| Ticker Symbol | RF | Meeting Date | 20-Apr-2022 |
| ISIN | US7591EP1005 | Agenda | 935557871 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Samuel A. Di Piazza, Jr. | Management | For | For |
| 1B. | Election of Director: Zhanna Golodryga | Management | For | For |
| 1C. | Election of Director: John D. Johns | Management | For | For |
| 1D. | Election of Director: Joia M. Johnson | Management | For | For |
| 1E. | Election of Director: Ruth Ann Marshall | Management | For | For |
| 1F. | Election of Director: Charles D. McCrary | Management | For | For |
| 1G. | Election of Director: James T. Prokopanko | Management | For | For |
| 1H. | Election of Director: Lee J. Styslinger III | Management | For | For |
| 1I. | Election of Director: José S. Suquet | Management | For | For |
| 1J. | Election of Director: John M. Turner, Jr. | Management | For | For |
| 1K. | 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 2022. | | | |
| 3. | Advisory Vote on Executive Compensation. | Management | For | For |
Page 50 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| ASSOCIATED BANC-CORP |
| Security | 045487105 | Meeting Type | Annual |
| Ticker Symbol | ASB | Meeting Date | 26-Apr-2022 |
| ISIN | US0454871056 | Agenda | 935557732 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | R. Jay Gerken | | For | For |
| 2 | Judith P. Greffin | | For | For |
| 3 | Michael J. Haddad | | For | For |
| 4 | Andrew J. Harmening | | For | For |
| 5 | Robert A. Jeffe | | For | For |
| 6 | Eileen A. Kamerick | | For | For |
| 7 | Gale E. Klappa | | For | For |
| 8 | Cory L. Nettles | | For | For |
| 9 | Karen T. van Lith | | For | For |
| 10 | John (Jay) B. Williams | | For | For |
| 2. | Advisory approval of Associated Banc-Corp's named | Management | For | For |
| 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, | | | |
| 2022. | | | |
| FIRST HORIZON CORPORATION |
| Security | 320517105 | Meeting Type | Annual |
| Ticker Symbol | FHN | Meeting Date | 26-Apr-2022 |
| ISIN | US3205171057 | Agenda | 935562339 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: Harry V. Barton, Jr. | | | |
| 1B. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: Kenneth A. Burdick | | | |
| 1C. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: Daryl G. Byrd | | | |
| 1D. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: John N. Casbon | | | |
| 1E. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: John C. Compton | | | |
| 1F. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: Wendy P. Davidson | | | |
| 1G. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: William H. Fenstermaker | | | |
| 1H. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: D. Bryan Jordan | | | |
| 1I. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: J. Michael Kemp, Sr. | | | |
| 1J. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: Rick E. Maples | | | |
| 1K. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: Vicki R. Palmer | | | |
| 1L. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: Colin V. Reed | | | |
| 1M. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: E. Stewart Shea, III | | | |
| 1N. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: Cecelia D. Stewart | | | |
| 1O. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: Rajesh Subramaniam | | | |
| 1P. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: Rosa Sugrañes | | | |
| 1Q. | Election of Director to serve until the 2023 Annual | Management | For | For |
| Meeting of Shareholders: R. Eugene Taylor | | | |
| 2. | Ratification of appointment of KPMG LLP as auditors | Management | For | For |
| 3. | Approval of an advisory resolution to approve executive | Management | For | For |
| compensation | | | |
Page 51 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| HANESBRANDS INC. |
| Security | 410345102 | Meeting Type | Annual |
| Ticker Symbol | HBI | Meeting Date | 26-Apr-2022 |
| ISIN | US4103451021 | Agenda | 935558998 - 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: William S. Simon | Management | For | For |
| 1J. | Election of Director: Ann E. Ziegler | Management | For | For |
| 2. | To ratify the appointment of PricewaterhouseCoopers
LLP as Hanesbrands' independent registered public
accounting firm for Hanesbrands' 2022 fiscal year. | Management | For | For |
| 3. | To approve, on an advisory basis, named executive
officer compensation as described in the proxy statement
for the Annual Meeting. | Management | For | For |
| NORTHERN TRUST CORPORATION |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 26-Apr-2022 |
| ISIN | US6658591044 | Agenda | 935559623 - 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: Martin P. Slark | Management | For | For |
| 1J. | Election of Director: David H. B. Smith, Jr. | Management | For | For |
| 1K. | Election of Director: Donald Thompson | Management | For | For |
| 1L. | Election of Director: Charles A. Tribbett III | Management | For | For |
| 2. | Approval, by an advisory vote, of the 2021 compensation
of the Corporation's named executive officers. | Management | For | For |
| 3. | Ratification of the appointment of KPMG LLP as the
Corporation's independent registered public accounting
firm for the fiscal year ending December 31, 2022. | Management | For | For |
Page 52 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| REGAL REXNORD CORPORATION |
| Security | 758750103 | Meeting Type | Annual |
| Ticker Symbol | RRX | Meeting Date | 26-Apr-2022 |
| ISIN | US7587501039 | Agenda | 935562430 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director for the term expiring in 2023: Jan A.
Bertsch | Management | For | For |
| 1B. | Election of Director for the term expiring in 2023: Stephen
M. Burt | Management | For | For |
| 1C. | Election of Director for the term expiring in 2023: Anesa
T. Chaibi | Management | For | For |
| 1D. | Election of Director for the term expiring in 2023:
Theodore D. Crandall | Management | For | For |
| 1E. | Election of Director for the term expiring in 2023:
Christopher L. Doerr | Management | For | For |
| 1F. | Election of Director for the term expiring in 2023: Michael
F. Hilton | Management | For | For |
| 1G. | Election of Director for the term expiring in 2023: Louis V.
Pinkham | Management | For | For |
| 1H. | Election of Director for the term expiring in 2023: Rakesh
Sachdev | Management | For | For |
| 1I. | Election of Director for the term expiring in 2023: Curtis
W. Stoelting | Management | For | For |
| 1J. | Election of Director for the term expiring in 2023: Robin
A. Walker-Lee | Management | For | For |
| 2. | Advisory vote on the compensation of the company's
named executive officers as disclosed in the company's
proxy statement. | Management | For | For |
| 3. | To ratify the selection of Deloitte & Touche LLP as the
company's independent registered public accounting firm
for the year ending December 31, 2022. | Management | For | For |
| TRUIST FINANCIAL CORPORATION |
| Security | 89832Q109 | Meeting Type | Annual |
| Ticker Symbol | TFC | Meeting Date | 26-Apr-2022 |
| ISIN | US89832Q1094 | Agenda | 935561995 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director for one year term expiring at 2023:
Jennifer S. Banner | Management | For | For |
| 1B. | Election of Director for one year term expiring at 2023: K.
David Boyer, Jr. | Management | For | For |
| 1C. | Election of Director for one year term expiring at 2023:
Agnes Bundy Scanlan | Management | For | For |
| 1D. | Election of Director for one year term expiring at 2023:
Anna R. Cablik | Management | For | For |
| 1E. | Election of Director for one year term expiring at 2023:
Dallas S. Clement | Management | For | For |
| 1F. | Election of Director for one year term expiring at 2023:
Paul D. Donahue | Management | For | For |
| 1G. | Election of Director for one year term expiring at 2023:
Patrick C. Graney III | Management | For | For |
| 1H. | Election of Director for one year term expiring at 2023:
Linnie M. Haynesworth | Management | For | For |
| 1I. | Election of Director for one year term expiring at 2023:
Kelly S. King | Management | For | For |
| 1J. | Election of Director for one year term expiring at 2023:
Easter A. Maynard | Management | For | For |
| 1K. | Election of Director for one year term expiring at 2023:
Donna S. Morea | Management | For | For |
| 1L. | Election of Director for one year term expiring at 2023:
Charles A. Patton | Management | For | For |
| 1M. | Election of Director for one year term expiring at 2023:
Nido R. Qubein | Management | For | For |
| 1N. | Election of Director for one year term expiring at 2023:
David M. Ratcliffe | Management | For | For |
| 1O. | Election of Director for one year term expiring at 2023:
William H. Rogers, Jr. | Management | For | For |
| 1P. | Election of Director for one year term expiring at 2023:
Frank P. Scruggs, Jr. | Management | For | For |
| 1Q. | Election of Director for one year term expiring at 2023:
Christine Sears | Management | For | For |
| 1R. | Election of Director for one year term expiring at 2023:
Thomas E. Skains | Management | For | For |
| 1S. | Election of Director for one year term expiring at 2023:
Bruce L. Tanner | Management | For | For |
| 1T. | Election of Director for one year term expiring at 2023:
Thomas N. Thompson | Management | For | For |
| 1U. | Election of Director for one year term expiring at 2023:
Steven C. Voorhees | Management | For | For |
| 2. | Ratification of the appointment of
PricewaterhouseCoopers LLP as Truist's independent
registered public accounting firm for 2022. | Management | For | For |
| 3. | Advisory vote to approve Truist's executive compensation
program. | Management | For | For |
| 4. | To approve the Truist Financial Corporation 2022
Incentive Plan. | Management | For | For |
| 5. | To approve the Truist Financial Corporation 2022
Employee Stock Purchase Plan. | Management | For | For |
| 6. | Shareholder proposal regarding an independent
Chairman of the Board of Directors, if properly presented
at the Annual Meeting. | Shareholder | Against | For |
Page 53 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| CITIZENS FINANCIAL GROUP, INC. |
| Security | 174610105 | Meeting Type | Annual |
| Ticker Symbol | CFG | Meeting Date | 28-Apr-2022 |
| ISIN | US1746101054 | Agenda | 935558265 - 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: Kevin Cummings (The election of Mr.
Cummings is subject to the completion of the Investors
Bancorp, Inc. acquisition. Should the acquisition not close
by the Annual Meeting, His election by stockholders will
not be considered at the Annual Meeting). | Management | For | For |
| 1E. | Election of Director: William P. Hankowsky | Management | For | For |
| 1F. | Election of Director: Edward J. ("Ned") Kelly III | Management | For | For |
| 1G. | Election of Director: Robert G. Leary | Management | For | For |
| 1H. | Election of Director: Terrance J. Lillis | Management | For | For |
| 1I. | Election of Director: Michele N. Siekerka (The election of
Ms. Siekerka is subject to the completion of the Investors
Bancorp, Inc. acquisition. Should the acquisition not close
by the Annual Meeting, Her election by stockholders will
not be considered at the Annual Meeting). | 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. | Ratification of the appointment of Deloitte & Touche LLP
as our independent registered public accounting firm for
2022. | Management | For | For |
| 4. | Management Proposal to amend the Company's
Certificate of Incorporation to Eliminate Supermajority
Vote Requirements. | Management | For | For |
Page 54 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| CORNING INCORPORATED |
| Security | 219350105 | Meeting Type | Annual |
| Ticker Symbol | GLW | Meeting Date | 28-Apr-2022 |
| ISIN | US2193501051 | Agenda | 935559471 - 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: Pamela J. Craig | Management | For | For |
| 1F. | Election of Director: Robert F. Cummings, Jr. | Management | For | For |
| 1G. | Election of Director: Roger W. Ferguson, Jr. | Management | For | For |
| 1H. | Election of Director: Deborah A. Henretta | Management | For | For |
| 1I. | Election of Director: Daniel P. Huttenlocher | Management | For | For |
| 1J. | Election of Director: Kurt M. Landgraf | Management | For | For |
| 1K. | Election of Director: Kevin J. Martin | Management | For | For |
| 1L. | Election of Director: Deborah D. Rieman | Management | For | For |
| 1M. | Election of Director: Hansel E. Tookes, II | Management | For | For |
| 1N. | Election of Director: Wendell P. Weeks | Management | For | For |
| 1O. | Election of Director: Mark S. Wrighton | Management | For | For |
| 2. | Advisory approval of our executive compensation (Say on
Pay). | Management | For | For |
| 3. | Ratification of the appointment of
PricewaterhouseCoopers LLP as our independent
registered public accounting firm for the fiscal year
ending December 31, 2022. | Management | For | For |
| CROWN HOLDINGS, INC. |
| Security | 228368106 | Meeting Type | Annual |
| Ticker Symbol | CCK | Meeting Date | 28-Apr-2022 |
| ISIN | US2283681060 | Agenda | 935573700 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Timothy J. Donahue | | For | For |
| 2 | Richard H. Fearon | | For | For |
| 3 | Andrea J. Funk | | For | For |
| 4 | Stephen J. Hagge | | For | For |
| 5 | James H. Miller | | For | For |
| 6 | Josef M. Müller | | For | For |
| 7 | B. Craig Owens | | For | For |
| 8 | Caesar F. Sweitzer | | For | For |
| 9 | Marsha C. Williams | | For | For |
| 10 | Dwayne A. Wilson | | For | For |
| 2. | Ratification of the appointment of independent auditors for the fiscal year ending December 31, 2022. | Management | For | For |
| 3. | Approval by advisory vote of the resolution on executive compensation as described in the Proxy Statement. | Management | For | For |
| 4. | Adoption of the 2022 Stock-Based Incentive Compensation Plan. | Management | For | For |
| 5. | Consideration of a Shareholder's proposal requesting the Board of Directors to adopt shareholder special meeting rights. | Management | For | For |
Page 55 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| ASTRAZENECA PLC |
| Security | 046353108 | Meeting Type | Annual |
| Ticker Symbol | AZN | Meeting Date | 29-Apr-2022 |
| ISIN | US0463531089 | Agenda | 935582317 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | To receive the Company's Accounts, the Reports of the
Directors and Auditor and the Strategic Report for the
year ended 31 December 2021 | Management | For | For |
| 2. | To confirm dividends | Management | For | For |
| 3. | To reappoint PricewaterhouseCoopers LLP as Auditor | Management | For | For |
| 4. | To authorise the Directors to agree the remuneration of
the Auditor | Management | For | For |
| 5A. | Re-election of Director: Leif Johansson | Management | For | For |
| 5B. | Re-election of Director: Pascal Soriot | Management | For | For |
| 5C. | Election of Director: Aradhana Sarin | Management | For | For |
| 5D. | Re-election of Director: Philip Broadley | Management | For | For |
| 5E. | Re-election of Director: Euan Ashley | Management | For | For |
| 5F. | Re-election of Director: Michel Demaré | Management | For | For |
| 5G. | Re-election of Director: Deborah DiSanzo | Management | For | For |
| 5H. | Re-election of Director: Diana Layfield | Management | For | For |
| 5I. | Re-election of Director: Sheri McCoy | Management | For | For |
| 5J. | Re-election of Director: Tony Mok | Management | For | For |
| 5K. | Re-election of Director: Nazneen Rahman | Management | For | For |
| 5L. | Election of Director: Andreas Rummelt | Management | For | For |
| 5M. | Re-election of Director: Marcus Wallenberg | Management | For | For |
| 6. | To approve the Annual Report on Remuneration for the
year ended 31 December 2021 | Management | For | For |
| 7. | To authorise limited political donations | Management | For | For |
| 8. | To authorise the Directors to allot shares | Management | For | For |
| 9. | To authorise the Directors to disapply pre-emption rights
(Special Resolution) | Management | For | For |
| 10. | To authorise the Directors to further disapply pre-emption
rights for acquisitions and specified capital investments
(Special Resolution) | Management | For | For |
| 11. | To authorise the Company to purchase its own shares
(Special Resolution) | Management | For | For |
| 12. | To reduce the notice period for general meetings
(Special Resolution) | Management | For | For |
| 13. | To extend the AstraZenca PLC 2012 Savings Related
Share Option Scheme | Management | For | For |
Page 56 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| ZIONS BANCORPORATION |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 29-Apr-2022 |
| ISIN | US9897011071 | Agenda | 935563569 - 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, | | | |
| 2021. | | | |
| 4. | Approval of the Bank's 2022 Omnibus Incentive Plan. | Management | For | For |
Page 57 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| TOPBUILD CORP. |
| Security | 89055F103 | Meeting Type | Annual |
| Ticker Symbol | BLD | Meeting Date | 02-May-2022 |
| ISIN | US89055F1030 | Agenda | 935566945 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Alec C. Covington | Management | For | For |
| 1B. | Election of Director: Ernesto Bautista, III | Management | For | For |
| 1C. | Election of Director: Robert M. Buck | 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, 2022. | | | |
| 3. | To approve, on an advisory basis, the compensation of | Management | For | For |
| the Company's named executive officers. | | | |
| 4. | To approve, on an advisory basis, the frequency for | Management | 1 Year | For |
| future advisory votes to approve the compensation of the | | | |
| Company's named executive officers. | | | |
| DIAMONDROCK HOSPITALITY COMPANY |
| Security | 252784301 | Meeting Type | Annual |
| Ticker Symbol | DRH | Meeting Date | 03-May-2022 |
| ISIN | US2527843013 | Agenda | 935579005 - 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: Michael A. Hartmeier | Management | For | For |
| 1E. | Election of Director: Kathleen A. Merrill | Management | For | For |
| 1F. | Election of Director: William J. Shaw | Management | For | For |
| 1G. | Election of Director: Bruce D. Wardinski | Management | For | For |
| 1H. | Election of Director: Tabassum S. Zalotrawala | Management | For | For |
| 2. | To approve, on a non-binding, advisory basis, the | Management | For | For |
| compensation of the named executive officers, as | | | |
| disclosed in the proxy statement. | | | |
| 3. | To ratify the appointment of KPMG LLP as the | Management | For | For |
| independent auditors for DiamondRockHospitality | | | |
| Company for the fiscal year ending December 31, 2022. | | | |
| NEWELL BRANDS INC. |
| Security | 651229106 | Meeting Type | Annual |
| Ticker Symbol | NWL | Meeting Date | 05-May-2022 |
| ISIN | US6512291062 | Agenda | 935566109 - 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, | | | |
| 2022. | | | |
| 3. | Advisory resolution to approve executive compensation. | Management | For | For |
| 4. | Approve the Newell Brands Inc. 2022 Incentive Plan. | Management | For | For |
| 5. | A stockholder proposal to amend the stockholder right to | Shareholder | For | Against |
| call a special meeting of stockholders. | | | |
Page 58 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| THE KRAFT HEINZ COMPANY |
| Security | 500754106 | Meeting Type | Annual |
| Ticker Symbol | KHC | Meeting Date | 05-May-2022 |
| ISIN | US5007541064 | Agenda | 935569561 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Gregory E. Abel | Management | For | For |
| 1B. | Election of Director: John T. Cahill | Management | For | For |
| 1C. | Election of Director: João M. Castro-Neves | Management | For | For |
| 1D. | Election of Director: Lori Dickerson Fouché | Management | For | For |
| 1E. | Election of Director: Timothy Kenesey | Management | For | For |
| 1F. | Election of Director: Alicia Knapp | 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: James Park | Management | For | For |
| 1J. | Election of Director: Miguel Patricio | Management | For | For |
| 1K. | Election of Director: John C. Pope | Management | For | For |
| 2. | Advisory vote to approve executive compensation. | Management | For | For |
| 3. | Advisory vote on the frequency of holding an advisory | Management | 1 Year | For |
| vote to approve executive compensation. | | | |
| 4. | Ratification of the selection of PricewaterhouseCoopers | Management | For | For |
| LLP as our independent auditors for 2022. | | | |
| 5. | Stockholder Proposal - Report on water risk, if properly | Shareholder | Against | For |
| presented. | | | |
| AMN HEALTHCARE SERVICES, INC. |
| Security | 001744101 | Meeting Type | Annual |
| Ticker Symbol | AMN | Meeting Date | 06-May-2022 |
| ISIN | US0017441017 | Agenda | 935574548 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Jorge A. Caballero | Management | For | For |
| 1B. | Election of Director: Mark G. Foletta | Management | For | For |
| 1C. | Election of Director: Teri G. Fontenot | Management | For | For |
| 1D. | Election of Director: R. Jeffrey Harris | Management | For | For |
| 1E. | Election of Director: Daphne E. Jones | Management | For | For |
| 1F. | Election of Director: Martha H. Marsh | Management | For | For |
| 1G. | Election of Director: Susan R. Salka | Management | For | For |
| 1H. | Election of Director: Sylvia Trent-Adams | Management | For | For |
| 1I. | 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 approve the AMN Healthcare Employee Stock | Management | For | For |
| Purchase Plan. | | | |
| 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, 2022. | | | |
| 5. | A shareholder proposal entitled: "Special Shareholder | Shareholder | For | Against |
| Meeting Improvement". | | | |
Page 59 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| CAMECO CORPORATION |
| Security | 13321L108 | Meeting Type | Annual |
| Ticker Symbol | CCJ | Meeting Date | 10-May-2022 |
| ISIN | CA13321L1085 | Agenda | 935589676 - 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 the auditors (see page 6 of the management | Management | For | For |
| proxy circular) Appoint KPMG LLP as auditors. | | | |
| C. | Have a say on our approach to executive compensation | Management | Against | Against |
| (see page 7 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 2022 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 | | | |
| IRON MOUNTAIN INCORPORATED |
| Security | 46284V101 | Meeting Type | Annual |
| Ticker Symbol | IRM | Meeting Date | 10-May-2022 |
| ISIN | US46284V1017 | Agenda | 935578801 - 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: Robin L. Matlock | Management | For | For |
| 1G. | Election of Director for a one year term: William L. | Management | For | For |
| Meaney | | | |
| 1H. | Election of Director for a one year term: Wendy J. | Management | For | For |
| Murdock | | | |
| 1I. | Election of Director for a one year term: Walter C. | Management | For | For |
| Rakowich | | | |
| 1J. | Election of Director for a one year term: Doyle R. Simons | Management | For | For |
| 1K. | Election of Director for a one year term: Alfred J. | Management | For | For |
| Verrecchia | | | |
| 2. | 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. | | | |
| 3. | 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, 2022. | | | |
Page 60 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| LKQ CORPORATION |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 10-May-2022 |
| ISIN | US5018892084 | Agenda | 935575374 - 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, 2022. | | | |
| 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 | 10-May-2022 |
| ISIN | US5526901096 | Agenda | 935571693 - 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 | For | For |
| 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 2022. | | | |
| NOODLES & COMPANY |
| Security | 65540B105 | Meeting Type | Annual |
| Ticker Symbol | NDLS | Meeting Date | 10-May-2022 |
| ISIN | US65540B1052 | Agenda | 935573887 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Dave Boennighausen | | For | For |
| 2 | Elisa Schreiber | | For | For |
| 2. | To approve, on an advisory (non-binding) basis, the | Management | For | For |
| compensation of our named executive officers. | | | |
| 3. | To ratify the appointment of Ernst & Young LLP as our | Management | For | For |
| independent registered public accounting firm for the year | | | |
| ending January 3, 2023. | | | |
Page 61 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| SPX CORPORATION |
| Security | 784635104 | Meeting Type | Annual |
| Ticker Symbol | SPXC | Meeting Date | 10-May-2022 |
| ISIN | US7846351044 | Agenda | 935577645 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Director for a term expiring in 2025: Eugene J. | Management | For | For |
| | Lowe, III | | | |
| 1.2 | Election of Director for a term expiring in 2025: Patrick J. | Management | For | For |
| | O'Leary | | | |
| 1.3 | Election of Director for a term expiring in 2025: David A. | Management | For | For |
| | Roberts | | | |
| 2. | Approval of Named Executive Officers' Compensation, on | Management | For | For |
| | 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 2022. | | | |
| SS&C TECHNOLOGIES HOLDINGS, INC. |
| Security | 78467J100 | Meeting Type | Annual |
| Ticker Symbol | SSNC | Meeting Date | 11-May-2022 |
| ISIN | US78467J1007 | Agenda | 935582331 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Smita Conjeevaram | | For | For |
| 2 | Michael E. Daniels | | For | For |
| 3 | William C. Stone | | For | For |
| 2. | The approval of the compensation of the named | Management | For | For |
| | 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, 2022. | | | |
| ACCELERATE DIAGNOSTICS, INC. |
| Security | 00430H102 | Meeting Type | Annual |
| Ticker Symbol | AXDX | Meeting Date | 12-May-2022 |
| ISIN | US00430H1023 | Agenda | 935612071 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Thomas D. Brown | | For | For |
| 2 | Wayne C. Burris | | For | For |
| 3 | Louise L. Francesconi | | For | For |
| 4 | Hany Massarany | | For | For |
| 5 | Mark C. Miller | | For | For |
| 6 | John Patience | | For | For |
| 7 | Jack Phillips | | For | For |
| 8 | Jack Schuler | | For | For |
| 9 | Matthew Strobeck, Ph.D. | | For | For |
| 10 | Frank J.M. ten Brink | | For | For |
| 11 | Charles Watts, M.D. | | For | For |
| 2. | To approve an amendment to the Company's Certificate | Management | For | For |
| | of Incorporation to increase the total number of | | | |
| | authorized shares of the Company's common stock by | | | |
| | 100,000,000 shares, to a total of 200,000,000 shares. | | | |
| 3. | To approve the Accelerate Diagnostics, Inc. 2022 | Management | For | For |
| | Omnibus Equity Incentive Plan. | | | |
| 4. | To approve, on an advisory basis, the compensation of | Management | For | For |
| | the Company's name executive officers ("say-on-pay"). | | | |
| 5. | 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, 2022. | | | |
Page 62 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| AERCAP HOLDINGS N.V. |
| Security | N00985106 | Meeting Type | Annual |
| Ticker Symbol | AER | Meeting Date | 12-May-2022 |
| ISIN | NL0000687663 | Agenda | 935619861 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 3. | Adoption of the annual accounts for the 2021 financial
year. | Management | For | For |
| 5. | Release of liability of the directors with respect to their
management during the 2021 financial year. | Management | For | For |
| 6A. | Appointment of Mr. Jean Raby as non-executive director
for a period of four years. | Management | For | For |
| 6B. | Re-appointment of Mr. Julian Branch as non-executive
director for a period of four years. | Management | For | For |
| 6C. | Re-appointment of Ms. Stacey Cartwright as non-
executive director for a period of four years. | Management | For | For |
| 6D. | Re-appointment of Ms. Rita Forst as non-executive
director for a period of four years. | Management | For | For |
| 6E. | Re-appointment of Mr. Richard Gradon as non-executive
director for a period of four years. | Management | For | For |
| 6F. | Re-appointment of Mr. Robert Warden as non-executive
director for a period of four years. | Management | For | For |
| 7. | Appointment of Mr. Peter L. Juhas as the person referred
to in article 16, paragraph 8 of the Company's articles of
association. | Management | For | For |
| 8. | Appointment of KPMG Accountants N.V. for the audit of
the Company's annual accounts. | Management | For | For |
| 9A. | Authorization of the Board of Directors to issue shares
and to grant rights to subscribe for shares. | Management | For | For |
| 9B. | Authorization of the Board of Directors to limit or exclude
pre-emptive rights in relation to agenda item 9(a). | Management | For | For |
| 9C. | Authorization of the Board of Directors to issue additional
shares and to grant additional rights to subscribe for
shares. | Management | For | For |
| 9D. | Authorization of the Board of Directors to limit or exclude
pre-emptive rights in relation to agenda item 9(c). | Management | For | For |
| 10A. | Authorization of the Board of Directors to repurchase
shares. | Management | For | For |
| 10B. | Conditional authorization of the Board of Directors to
repurchase additional shares. | Management | For | For |
| 11. | Reduction of capital through cancellation of shares. | Management | For | For |
Page 63 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| CALIX, INC. |
| Security | 13100M509 | Meeting Type | Annual |
| Ticker Symbol | CALX | Meeting Date | 12-May-2022 |
| ISIN | US13100M5094 | Agenda | 935577900 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Christopher Bowick | | For | For |
| 2 | Kira Makagon | | For | For |
| 3 | Michael Matthews | | For | For |
| 4 | Carl Russo | | For | For |
| 2. | Approval of the Amended and Restated 2019 Equity | Management | For | For |
| Incentive Award Plan. | | | |
| 3. | Approval of the Amended and Restated Employee Stock | Management | For | For |
| Purchase Plan. | | | |
| 4. | Approval of the Amended and Restated 2017 | Management | For | For |
| Nonqualified Employee Stock Purchase Plan. | | | |
| 5. | Approval, on a non-binding, advisory basis, of the | Management | Against | Against |
| compensation of Calix's named executive officers. | | | |
| 6. | Ratification of the selection of KPMG LLP as Calix's | Management | For | For |
| independent registered public accounting firm for the | | | |
| fiscal year ending December 31, 2022. | | | |
| CHENIERE ENERGY, INC. |
| Security | 16411R208 | Meeting Type | Annual |
| Ticker Symbol | LNG | Meeting Date | 12-May-2022 |
| ISIN | US16411R2085 | Agenda | 935607082 - 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: Patricia K. Collawn | Management | For | For |
| 1E. | Election of Director: David B. Kilpatrick | Management | For | For |
| 1F. | Election of Director: Lorraine Mitchelmore | Management | For | For |
| 1G. | Election of Director: Scott Peak | 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 | For | For |
| compensation of the Company's named executive | | | |
| officers for 2021. | | | |
| 3. | Ratification of the appointment of KPMG LLP as the | Management | For | For |
| Company's independent registered public accounting firm | | | |
| for 2022. | | | |
Page 64 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| LUNDIN MINING CORPORATION |
| Security | 550372106 | Meeting Type | Annual |
| Ticker Symbol | LUNMF | Meeting Date | 12-May-2022 |
| ISIN | CA5503721063 | Agenda | 935605177 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | ELECTION OF DIRECTORS: Election of Director: | Management | For | For |
| Donald K. Charter | | | |
| 1B. | Election of Director: C. Ashley Heppenstall | Management | For | For |
| 1C. | Election of Director: Juliana L. Lam | Management | For | For |
| 1D. | Election of Director: Adam I. Lundin | Management | For | For |
| 1E. | Election of Director: Jack O. Lundin | Management | For | For |
| 1F. | Election of Director: Dale C. Peniuk | Management | For | For |
| 1G. | Election of Director: Karen P. Poniachik | Management | For | For |
| 1H. | Election of Director: Peter T. Rockandel | Management | For | For |
| 1I. | Election of Director: Catherine J. G. Stefan | Management | For | For |
| 2. | Appointment of PricewaterhouseCoopers LLP, Chartered | Management | For | For |
| Professional Accountants as Auditors of the Corporation | | | |
| for the ensuing year and authorizing the Directors to fix | | | |
| their remuneration. | | | |
| 3. | Considering and, if deemed appropriate, passing an | Management | Against | Against |
| 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 Proxy | | | |
| Circular. | | | |
| THE CHARLES SCHWAB CORPORATION |
| Security | 808513105 | Meeting Type | Annual |
| Ticker Symbol | SCHW | Meeting Date | 17-May-2022 |
| ISIN | US8085131055 | Agenda | 935587836 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: John K. Adams, Jr. | Management | For | For |
| 1B. | Election of Director: Stephen A. Ellis | Management | For | For |
| 1C. | Election of Director: Brian M. Levitt | Management | For | For |
| 1D. | Election of Director: Arun Sarin | Management | For | For |
| 1E. | Election of Director: Charles R. Schwab | Management | For | For |
| 1F. | Election of Director: Paula A. Sneed | Management | For | For |
| 2. | Approval of amendments to Certificate of Incorporation | Management | For | For |
| and Bylaws to declassify the board of directors. | | | |
| 3. | Ratification of the selection of Deloitte & Touche LLP as | Management | For | For |
| independent auditors. | | | |
| 4. | Advisory vote to approve named executive officer | Management | Against | Against |
| compensation. | | | |
| 5. | Approval of the 2022 Stock Incentive Plan. | Management | For | For |
| 6. | Approval of the board's proposal to amend Bylaws to | Management | For | For |
| adopt proxy access. | | | |
| 7. | Stockholder Proposal requesting amendment to Bylaws | Shareholder | For | Against |
| to adopt proxy access. | | | |
| 8. | Stockholder Proposal requesting disclosure of lobbying | Shareholder | For | Against |
| policy, procedures and oversight; lobbying expenditures; | | | |
| and participation in organizations engaged in lobbying. | | | |
Page 65 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| ANNALY CAPITAL MANAGEMENT, INC. |
| Security | 035710409 | Meeting Type | Annual |
| Ticker Symbol | NLY | Meeting Date | 18-May-2022 |
| ISIN | US0357104092 | Agenda | 935579536 - 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 | For | For |
| 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, 2022. | | | |
| FISERV, INC. |
| Security | 337738108 | Meeting Type | Annual |
| Ticker Symbol | FISV | Meeting Date | 18-May-2022 |
| ISIN | US3377381088 | Agenda | 935593788 - 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 | Dylan G. Haggart | | For | For |
| 6 | Wafaa Mamilli | | For | For |
| 7 | Heidi G. Miller | | For | For |
| 8 | Doyle R. Simons | | For | For |
| 9 | 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 2022. | | | |
| 4. | Shareholder proposal requesting the board seek | Shareholder | For | Against |
| shareholder approval of senior manager severance and | | | |
| termination payments. | | | |
Page 66 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| HENRY SCHEIN, INC. |
| Security | 806407102 | Meeting Type | Annual |
| Ticker Symbol | HSIC | Meeting Date | 18-May-2022 |
| ISIN | US8064071025 | Agenda | 935592306 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Mohamad Ali | Management | For | For |
| 1B. | Election of Director: Stanley M. Bergman | Management | For | For |
| 1C. | Election of Director: James P. Breslawski | Management | For | For |
| 1D. | Election of Director: Deborah Derby | Management | For | For |
| 1E. | Election of Director: Joseph L. Herring | Management | For | For |
| 1F. | Election of Director: Kurt P. Kuehn | Management | For | For |
| 1G. | Election of Director: Philip A. Laskawy | Management | For | For |
| 1H. | Election of Director: Anne H. Margulies | Management | For | For |
| 1I. | Election of Director: Mark E. Mlotek | Management | For | For |
| 1J. | Election of Director: Steven Paladino | Management | For | For |
| 1K. | Election of Director: Carol Raphael | Management | For | For |
| 1L. | Election of Director: E. Dianne Rekow, DDS, Ph.D. | Management | For | For |
| 1M. | Election of Director: Scott Serota | Management | For | For |
| 1N. | Election of Director: Bradley T. Sheares, Ph.D. | Management | For | For |
| 1O. | Election of Director: Reed V. Tuckson, M.D., FACP | Management | For | For |
| 2. | Proposal to approve, by non-binding vote, the 2021 | Management | Against | Against |
| 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 31, 2022. | | | |
| MOLSON COORS BEVERAGE COMPANY |
| Security | 60871R209 | Meeting Type | Annual |
| Ticker Symbol | TAP | Meeting Date | 18-May-2022 |
| ISIN | US60871R2094 | Agenda | 935598031 - 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 |
| Molson Coors Beverage Company's named executive | | | |
| officers. | | | | |
| NEUROCRINE BIOSCIENCES, INC. |
| Security | 64125C109 | Meeting Type | Annual |
| Ticker Symbol | NBIX | Meeting Date | 18-May-2022 |
| ISIN | US64125C1099 | Agenda | 935594095 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Richard F. Pops | | For | For |
| 2 | Shalini Sharp | | For | For |
| 3 | Stephen A. Sherwin M.D. | | For | For |
| 2. | Advisory vote to approve the compensation paid to the | Management | For | For |
| Company's named executive officers. | | | |
| 3. | To approve an amendment and restatement of the | Management | For | For |
| Company's 2020 Equity Incentive Plan. | | | |
| 4. | To approve an amendment and restatement of the | Management | For | For |
| Company's 2018 Employee Stock Purchase Plan. | | | |
| 5. | 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, 2022. | | | |
Page 67 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| STATE STREET CORPORATION |
| Security | 857477103 | Meeting Type | Annual |
| Ticker Symbol | STT | Meeting Date | 18-May-2022 |
| ISIN | US8574771031 | Agenda | 935593637 - 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: D. DeMaio | Management | For | For |
| 1D. | Election of Director: A. Fawcett | Management | For | For |
| 1E. | Election of Director: W. Freda | Management | For | For |
| 1F. | Election of Director: S. Mathew | Management | For | For |
| 1G. | Election of Director: W. Meaney | Management | For | For |
| 1H. | Election of Director: R. O'Hanley | Management | For | For |
| 1I. | Election of Director: S. O'Sullivan | Management | For | For |
| 1J. | Election of Director: J. Portalatin | Management | For | For |
| 1K. | Election of Director: J. Rhea | Management | For | For |
| 1L. | Election of Director: R. Sergel | Management | For | For |
| 1M. | 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, 2022. | | | |
| 4. | Shareholder Proposal relating to asset management | Shareholder | For | Against |
| stewardship activities, if included in the agenda and | | | |
| properly presented. | | | |
| UNIVERSAL HEALTH SERVICES, INC. |
| Security | 913903100 | Meeting Type | Annual |
| Ticker Symbol | UHS | Meeting Date | 18-May-2022 |
| ISIN | US9139031002 | Agenda | 935591695 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Election of Director: Maria R. Singer | Management | For | For |
| 2. | Proposal to approve an amendment and restatement of | Management | For | For |
| the Company's 2020 Omnibus Stock and Incentive Plan. | | | |
| 3. | 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, 2022. | | | |
| 4. | Stockholder Proposal regarding majority vote standard in | Shareholder | For | Against |
| director elections if properly presented at the meeting. | | | |
| WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP |
| Security | 929740108 | Meeting Type | Annual |
| Ticker Symbol | WAB | Meeting Date | 18-May-2022 |
| ISIN | US9297401088 | Agenda | 935578837 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | William E. Kassling | | For | For |
| 2 | Albert J. Neupaver | | For | For |
| 3 | Ann R. Klee | | For | For |
| 2. | Approve an advisory (non-binding) resolution relating to | Management | For | For |
| the approval of 2021 named executive officer | | | |
| compensation. | | | |
| 3. | Ratify the appointment of Ernst & Young LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| 2022 fiscal year. | | | |
Page 68 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| XCEL ENERGY INC. |
| Security | 98389B100 | Meeting Type | Annual |
| Ticker Symbol | XEL | Meeting Date | 18-May-2022 |
| ISIN | US98389B1008 | Agenda | 935582812 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Lynn Casey | Management | For | For |
| 1b. | Election of Director: Bob Frenzel | Management | For | For |
| 1c. | Election of Director: Netha Johnson | Management | For | For |
| 1d. | Election of Director: Patricia Kampling | Management | For | For |
| 1e. | Election of Director: George Kehl | Management | For | For |
| 1f. | Election of Director: Richard O'Brien | Management | For | For |
| 1g. | Election of Director: Charles Pardee | Management | For | For |
| 1h. | Election of Director: Christopher Policinski | Management | For | For |
| 1i. | Election of Director: James Prokopanko | Management | For | For |
| 1j. | Election of Director: Kim Williams | Management | For | For |
| 1k. | 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 2022. | | | |
| ACADIA HEALTHCARE COMPANY, INC. |
| Security | 00404A109 | Meeting Type | Annual |
| Ticker Symbol | ACHC | Meeting Date | 19-May-2022 |
| ISIN | US00404A1097 | Agenda | 935585642 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Jason R. Bernhard | Management | For | For |
| 1B. | Election of Director: William F. Grieco | Management | For | For |
| 1C. | Election of Director: Reeve B. Waud | Management | For | For |
| 2. | Advisory vote on the compensation of the Company's | Management | For | For |
| named executive officers as presented in the Proxy | | | |
| Statement. | | | |
| 3. | Ratify the appointment of Ernst & Young LLP as the | Management | For | For |
| Company's independent registered public accounting firm | | | |
| for the fiscal year ending December 31, 2022. | | | |
| DISCOVER FINANCIAL SERVICES |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 19-May-2022 |
| ISIN | US2547091080 | Agenda | 935591861 - 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 69 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| HANGER, INC. |
| Security | 41043F208 | Meeting Type | Annual |
| Ticker Symbol | HNGR | Meeting Date | 19-May-2022 |
| ISIN | US41043F2083 | Agenda | 935585337 - 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 | For | For |
| Company's named executive officers. | | | |
| 3. | To approve the adoption of the Hanger, Inc. 2022 | Management | For | For |
| Omnibus Incentive Plan. | | | |
| 4. | To ratify the appointment of PricewaterhouseCoopers | Management | For | For |
| LLP as the Company's independent auditor for the fiscal | | | |
| year ending December 31, 2022. | | | |
| HOST HOTELS & RESORTS, INC. |
| Security | 44107P104 | Meeting Type | Annual |
| Ticker Symbol | HST | Meeting Date | 19-May-2022 |
| ISIN | US44107P1049 | Agenda | 935579512 - 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: Herman E. Bulls | Management | For | For |
| 1.3 | Election of Director: Richard E. Marriott | Management | For | For |
| 1.4 | Election of Director: Mary Hogan Preusse | Management | For | For |
| 1.5 | Election of Director: Walter C. Rakowich | Management | For | For |
| 1.6 | Election of Director: James F. Risoleo | Management | For | For |
| 1.7 | Election of Director: Gordon H. Smith | Management | For | For |
| 1.8 | Election of Director: A. William Stein | Management | For | For |
| 2. | Ratify appointment of KPMG LLP as independent | Management | For | For |
| registered public accountants for 2022. | | | |
| 3. | Advisory resolution to approve executive compensation. | Management | For | For |
| MASTEC, INC. |
| Security | 576323109 | Meeting Type | Annual |
| Ticker Symbol | MTZ | Meeting Date | 19-May-2022 |
| ISIN | US5763231090 | Agenda | 935587658 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | C. Robert Campbell | | For | For |
| 2 | Robert J. Dwyer | | For | For |
| 3 | Ava L. Parker | | For | For |
| 2. | Ratification of the appointment of BDO USA, LLP as our | Management | For | For |
| independent registered public accounting firm for 2022. | | | |
| 3. | Approval of a non-binding advisory resolution regarding | Management | For | For |
| the compensation of our named executive officers. | | | |
Page 70 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| TAKE-TWO INTERACTIVE SOFTWARE, INC. |
| Security | 874054109 | Meeting Type | Special |
| Ticker Symbol | TTWO | Meeting Date | 19-May-2022 |
| ISIN | US8740541094 | Agenda | 935610988 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Approval of the issuance of shares of Take-Two common | Management | For | For |
| stock in connection with the combination contemplated by | | | |
| the Agreement and Plan of Merger, dated January 9, | | | |
| 2022, among Take-Two, Zebra MS I, Inc., Zebra MS II, | | | |
| Inc. and Zynga, as the same may be amended from time | | | |
| to time. | | | |
| 2. | Approval and adoption of an amendment to the | Management | For | For |
| Company's Restated Certificate of Incorporation to | | | |
| increase the number of authorized shares of Company | | | |
| capital stock from 205,000,000 to 305,000,000, of which | | | |
| 300,000,000 shares will be common stock and 5,000,000 | | | |
| shares will be preferred stock. | | | |
| 3. | Approval of the adjournment of the Company's special | Management | For | For |
| meeting, if necessary or appropriate, to solicit additional | | | |
| proxies if there are insufficient votes at the time of the | | | |
| Company's special meeting to approve proposals 1 and | | | |
| 2. | | | |
| BREAD FINANCIAL HOLDINGS, INC. |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | BFH | Meeting Date | 24-May-2022 |
| ISIN | US0185811082 | Agenda | 935605355 - 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. | Approval of the 2022 Omnibus Incentive Plan | Management | For | For |
| 4. | Ratification of the Selection of Deloitte & Touche as the | Management | For | For |
| Independent Registered Public Accounting Firm of Bread | | | |
| Financial Holdings, Inc. for 2022 | | | |
| FLAGSTAR BANCORP, INC. |
| Security | 337930705 | Meeting Type | Annual |
| Ticker Symbol | FBC | Meeting Date | 24-May-2022 |
| ISIN | US3379307057 | Agenda | 935608414 - 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, 2022. | | | |
| 3. | To adopt an advisory (non-binding) resolution to approve | Management | Against | Against |
| named executive officer compensation. | | | |
Page 71 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| CALLAWAY GOLF COMPANY |
| Security | 131193104 | Meeting Type | Annual |
| Ticker Symbol | ELY | Meeting Date | 25-May-2022 |
| ISIN | US1311931042 | Agenda | 935595073 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Oliver G. 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: Bavan M. Holloway | Management | For | For |
| 1I. | Election of Director: John F. Lundgren | Management | For | For |
| 1J. | Election of Director: Scott M. Marimow | Management | For | For |
| 1K. | Election of Director: Adebayo O. Ogunlesi | Management | For | For |
| 1L. | Election of Director: Varsha R. Rao | Management | For | For |
| 1M. | Election of Director: Linda B. Segre | Management | For | For |
| 1N. | 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, 2022 | | | |
| 3. | To approve, on an advisory basis, the compensation of | Management | Against | Against |
| the Company's named executive officers | | | |
| 4. | To approve the Callaway Golf Company 2022 Incentive | Management | For | For |
| Plan | | | |
| PIONEER NATURAL RESOURCES COMPANY |
| Security | 723787107 | Meeting Type | Annual |
| Ticker Symbol | PXD | Meeting Date | 25-May-2022 |
| ISIN | US7237871071 | Agenda | 935593500 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: A.R. Alameddine | Management | For | For |
| 1B. | Election of Director: Lori G. Billingsley | Management | For | For |
| 1C. | Election of Director: Edison C. Buchanan | Management | For | For |
| 1D. | Election of Director: Maria S. Dreyfus | Management | For | For |
| 1E. | Election of Director: Matthew M. Gallagher | Management | For | For |
| 1F. | Election of Director: Phillip A. Gobe | Management | For | For |
| 1G. | Election of Director: Stacy P. Methvin | Management | For | For |
| 1H. | Election of Director: Royce W. Mitchell | Management | For | For |
| 1I. | Election of Director: Frank A. Risch | Management | For | For |
| 1J. | Election of Director: Scott D. Sheffield | Management | For | For |
| 1K. | Election of Director: J. Kenneth Thompson | Management | For | For |
| 1L. | Election of Director: Phoebe A. Wood | Management | For | For |
| 2. | RATIFICATION OF SELECTION OF ERNST & YOUNG | Management | For | For |
| LLP AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION. | | | |
Page 72 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| LOYALTY VENTURES INC. |
| Security | 54911Q107 | Meeting Type | Annual |
| Ticker Symbol | LYLT | Meeting Date | 26-May-2022 |
| ISIN | US54911Q1076 | Agenda | 935605204 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Re-election of Class I Director: Barbara L. Rayner | Management | For | For |
| 2. | Ratification of the selection of Deloitte & Touche LLP as | Management | For | For |
| the independent registered public accounting firm of | | | |
| Loyalty Ventures Inc. for 2022. | | | |
| SKECHERS U.S.A., INC. |
| Security | 830566105 | Meeting Type | Annual |
| Ticker Symbol | SKX | Meeting Date | 26-May-2022 |
| ISIN | US8305661055 | Agenda | 935607260 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | Michael Greenberg | | For | For |
| 2 | David Weinberg | | For | For |
| 3 | Zulema Garcia | | For | For |
| 2. | Stockholder proposal requesting the Board of Directors to | Shareholder | Against | For |
| issue a report for Skechers' net zero climate transition | | | |
| plan, including its interim and long term greenhouse gas | | | |
| targets, and progress made in achieving those targets. | | | |
| FIRST HORIZON CORPORATION |
| Security | 320517105 | Meeting Type | Special |
| Ticker Symbol | FHN | Meeting Date | 31-May-2022 |
| ISIN | US3205171057 | Agenda | 935631160 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Proposal to approve the Agreement and Plan of Merger, | Management | For | For |
| dated as of February 27, 2022, as it may be amended | | | |
| from time to time in accordance with its terms, by and | | | |
| among First Horizon Corporation, The Toronto-Dominion | | | |
| Bank, TD Bank US Holding Company and Falcon | | | |
| Holdings Acquisition Co. (the "merger agreement") (the | | | |
| "First Horizon merger proposal"). | | | |
| 2. | Proposal to approve, on an advisory (non-binding) basis, | Management | For | For |
| the merger-related compensation payments that will or | | | |
| may be paid by First Horizon to its named executive | | | |
| officers in connection with the transactions contemplated | | | |
| by the merger agreement (the "First Horizon | | | |
| compensation proposal"). | | | |
| 3. | Proposal to approve the adjournment of the First Horizon | Management | For | For |
| special meeting, to solicit additional proxies (i) if there are | | | |
| not sufficient votes at the time of the First Horizon special | | | |
| meeting to approve the First Horizon merger proposal or | | | |
| (ii) if adjournment is necessary or appropriate to ensure | | | |
| that any supplement or amendment to this proxy | | | |
| statement is timely provided to holders of First Horizon | | | |
| common stock (the "First Horizon adjournment | | | |
| proposal"). | | | |
Page 73 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| NXP SEMICONDUCTORS NV. |
| Security | N6596X109 | Meeting Type | Annual |
| Ticker Symbol | NXPI | Meeting Date | 01-Jun-2022 |
| ISIN | NL0009538784 | Agenda | 935648545 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | Adoption of the 2021 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, | | | |
| 2021 | | | |
| 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. | Re-appoint Annette Clayton as non-executive director | Management | For | For |
| 3d. | Re-appoint Anthony Foxx as non-executive director | Management | For | For |
| 3e. | Appoint Chunyuan Gu as non-executive director | Management | For | For |
| 3f. | Re-appoint Lena Olving as non-executive director | Management | For | For |
| 3g. | Re-appoint Julie Southern as non-executive director | Management | For | For |
| 3h. | Re-appoint Jasmin Staiblin as non-executive director | Management | For | For |
| 3i. | Re-appoint Gregory Summe as non-executive director | Management | For | For |
| 3j. | Re-appoint Karl-Henrik Sundström as non-executive | Management | For | For |
| director | | | |
| 4. | Authorization of the Board to issue ordinary shares of the | Management | For | For |
| Company and grant rights to acquire ordinary shares | | | |
| 5. | Authorization of the Board to restrict or exclude pre- | Management | For | For |
| emption rights accruing in connection with an issue of | | | |
| shares or grant of rights | | | |
| 6. | Authorization of the Board to repurchase ordinary shares | Management | For | For |
| 7. | Authorization of the Board to cancel ordinary shares held | Management | For | For |
| or to be acquired by the Company | | | |
| 8. | Non-binding, advisory approval of the Named Executive | Management | For | For |
| Officers' compensation | | | |
| TRANE TECHNOLOGIES PLC |
| Security | G8994E103 | Meeting Type | Annual |
| Ticker Symbol | TT | Meeting Date | 02-Jun-2022 |
| ISIN | IE00BK9ZQ967 | Agenda | 935616839 - 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: April Miller Boise | Management | For | For |
| 1d. | Election of Director: John Bruton | Management | For | For |
| 1e. | Election of Director: Jared L. Cohon | Management | For | For |
| 1f. | Election of Director: Gary D. Forsee | Management | For | For |
| 1g. | Election of Director: Linda P. Hudson | Management | For | For |
| 1h. | Election of Director: Myles P. Lee | Management | For | For |
| 1i. | Election of Director: David S. Regnery | Management | For | For |
| 1j. | Election of Director: John P. Surma | Management | For | For |
| 1k. | Election of Director: Tony L. White | Management | For | For |
| 2. | Advisory approval of the compensation of the Company's | Management | For | For |
| 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) | | | |
Page 74 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| OMEGA HEALTHCARE INVESTORS, INC. |
| Security | 681936100 | Meeting Type | Annual |
| Ticker Symbol | OHI | Meeting Date | 03-Jun-2022 |
| ISIN | US6819361006 | Agenda | 935603933 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Kapila K. Anand | Management | For | For |
| 1B. | Election of Director: Craig R. Callen | Management | For | For |
| 1C. | Election of Director: Dr. Lisa C. Egbuonu-Davis | Management | For | For |
| 1D. | Election of Director: Barbara B. Hill | Management | For | For |
| 1E. | Election of Director: Kevin J. Jacobs | Management | For | For |
| 1F. | Election of Director: C. Taylor Pickett | Management | For | For |
| 1G. | Election of Director: Stephen D. Plavin | Management | For | For |
| 1H. | Election of Director: Burke W. Whitman | Management | For | For |
| 2. | Ratification of Independent Auditors Ernst & Young LLP | Management | For | For |
| for fiscal year 2022. | | | |
| 3. | Approval, on an Advisory Basis, of Executive | Management | For | For |
| Compensation. | | | |
| WILLSCOT MOBILE MINI HOLDINGS CORP. |
| Security | 971378104 | Meeting Type | Annual |
| Ticker Symbol | WSC | Meeting Date | 03-Jun-2022 |
| ISIN | US9713781048 | Agenda | 935616548 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1. | To approve amendments to the Amended and Restated | Management | For | For |
| Certificate of Incorporation of WillScot Mobile Mini | | | |
| Holdings Corp. to immediately declassify the Board of | | | |
| Directors. | | | |
| 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, 2022. | | | |
| 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. | | | |
| 4aa. | If Proposal 1 is approved, the election as director to serve | Management | For | For |
| a one-year term: Mark S. Bartlett | | | |
| 4ab. | If Proposal 1 is approved, the election as director to serve | Management | For | For |
| a one-year term: Erika T. Davis | | | |
| 4ac. | If Proposal 1 is approved, the election as director to serve | Management | For | For |
| a one-year term: Sara R. Dial | | | |
| 4ad. | If Proposal 1 is approved, the election as director to serve | Management | For | For |
| a one-year term: Jeffrey S. Goble | | | |
| 4ae. | If Proposal 1 is approved, the election as director to serve | Management | For | For |
| a one-year term: Gerard E. Holthaus | | | |
| 4af. | If Proposal 1 is approved, the election as director to serve | Management | For | For |
| a one-year term: Kimberly J. McWaters | | | |
| 4ag. | If Proposal 1 is approved, the election as director to serve | Management | For | For |
| a one-year term: Erik Olsson | | | |
| 4ah. | If Proposal 1 is approved, the election as director to serve | Management | For | For |
| a one-year term: Rebecca L. Owen | | | |
| 4ai. | If Proposal 1 is approved, the election as director to serve | Management | For | For |
| a one-year term: Jeff Sagansky | | | |
| 4aj. | If Proposal 1 is approved, the election as director to serve | Management | For | For |
| a one-year term: Bradley L. Soultz | | | |
| 4ak. | If Proposal 1 is approved, the election as director to serve | Management | For | For |
| a one-year term: Michael W. Upchurch | | | |
| 4ba. | If Proposal 1 is not approved, the election as director to | Management | For | For |
| serve a two-year term: Erika T. Davis | | | |
| 4bb. | If Proposal 1 is not approved, the election as director to | Management | For | For |
| serve a two-year term: Jeffrey S. Goble | | | |
| 4bc. | If Proposal 1 is not approved, the election as director to | Management | For | For |
| serve a two-year term: Jeff Sagansky | | | |
Page 75 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| URBAN OUTFITTERS, INC. |
| Security | 917047102 | Meeting Type | Annual |
| Ticker Symbol | URBN | Meeting Date | 07-Jun-2022 |
| ISIN | US9170471026 | Agenda | 935596520 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1A. | Election of Director: Edward N. Antoian | Management | For | For |
| 1B. | Election of Director: Kelly Campbell | Management | For | For |
| 1C. | Election of Director: Harry S. Cherken, Jr. | Management | For | For |
| 1D. | Election of Director: Mary C. Egan | Management | For | For |
| 1E. | Election of Director: Margaret A. Hayne | Management | For | For |
| 1F. | Election of Director: Richard A. Hayne | Management | For | For |
| 1G. | Election of Director: 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 2023. | | | |
| 3. | To approve the Amended and Restated Urban Outfitters | Management | For | For |
| 2017 Stock Incentive Plan. | | | |
| 4. | Advisory vote to approve executive compensation. | Management | For | For |
| 5. | Shareholder proposal regarding supply chain report. | Shareholder | For | Against |
| AERIE PHARMACEUTICALS, INC. |
| Security | 00771V108 | Meeting Type | Annual |
| Ticker Symbol | AERI | Meeting Date | 09-Jun-2022 |
| ISIN | US00771V1089 | Agenda | 935629610 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | Management | | |
| 1 | R. Croarkin | | For | For |
| 2 | P. McDonnell | | 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, 2022. | | | |
| 3. | To approve, by a non-binding vote, the compensation of | Management | Against | Against |
| our named executive officers ("say-on-pay"). | | | |
| BEST BUY CO., INC. |
| Security | 086516101 | Meeting Type | Annual |
| Ticker Symbol | BBY | Meeting Date | 09-Jun-2022 |
| ISIN | US0865161014 | Agenda | 935629204 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a) | Election of Director: Corie S. Barry | Management | For | For |
| 1b) | Election of Director: Lisa M. Caputo | Management | For | For |
| 1c) | Election of Director: J. Patrick Doyle | Management | For | For |
| 1d) | Election of Director: David W. Kenny | Management | For | For |
| 1e) | Election of Director: Mario J. Marte | Management | For | For |
| 1f) | Election of Director: Karen A. McLoughlin | Management | For | For |
| 1g) | Election of Director: Thomas L. Millner | Management | For | For |
| 1h) | Election of Director: Claudia F. Munce | Management | For | For |
| 1i) | Election of Director: Richelle P. Parham | Management | For | For |
| 1j) | Election of Director: Steven E. Rendle | Management | For | For |
| 1k) | Election of Director: Eugene A. Woods | Management | For | For |
| 2) | To ratify the appointment of Deloitte & Touche LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| fiscal year ending January 28, 2023. | | | |
| 3) | To approve in a non-binding advisory vote our named | Management | For | For |
| executive officer compensation. | | | |
Page 76 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| EXACT SCIENCES CORPORATION |
| Security | 30063P105 | Meeting Type | Annual |
| Ticker Symbol | EXAS | Meeting Date | 09-Jun-2022 |
| ISIN | US30063P1057 | Agenda | 935632629 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Kevin Conroy | | For | For |
| 2 | Shacey Petrovic | | For | For |
| 3 | Katherine Zanotti | | For | For |
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as | Management | For | For |
| our independent registered public accounting firm for | | | |
| 2022. | | | |
| 3. | To approve, on an advisory basis, the compensation of | Management | For | For |
| our named executive officers. | | | |
| 4. | To approve Amendment No. 1 to the Exact Sciences | Management | For | For |
| Corporation 2019 Omnibus Long-Term Incentive Plan. | | | |
| 5. | To approve the Amended and Restated Exact Sciences | Management | For | For |
| Corporation 2010 Employee Stock Purchase Plan. | | | |
| 6. | The Shareholder Proposal concerning proxy access. | Shareholder | For | Against |
| FREEPORT-MCMORAN INC. |
| Security | 35671D857 | Meeting Type | Annual |
| Ticker Symbol | FCX | Meeting Date | 09-Jun-2022 |
| ISIN | US35671D8570 | Agenda | 935615279 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: David P. Abney | Management | For | For |
| 1b. | Election of Director: Richard C. Adkerson | Management | For | For |
| 1c. | Election of Director: Marcela E. Donadio | Management | For | For |
| 1d. | Election of Director: Robert W. Dudley | Management | For | For |
| 1e. | Election of Director: Hugh Grant | Management | For | For |
| 1f. | Election of Director: Lydia H. Kennard | Management | For | For |
| 1g. | Election of Director: Ryan M. Lance | Management | For | For |
| 1h. | Election of Director: Sara Grootwassink Lewis | Management | For | For |
| 1i. | Election of Director: Dustan E. McCoy | Management | For | For |
| 1j. | Election of Director: John J. Stephens | Management | For | For |
| 1k. | Election of Director: Frances Fragos Townsend | Management | For | For |
| 2. | Approval, on an advisory basis, of the compensation of | Management | For | For |
| our named executive officers. | | | |
| 3. | Ratification of the appointment of Ernst & Young LLP as | Management | For | For |
| our independent registered public accounting firm for | | | |
| 2022. | | | |
| HUDSON TECHNOLOGIES, INC. |
| Security | 444144109 | Meeting Type | Annual |
| Ticker Symbol | HDSN | Meeting Date | 09-Jun-2022 |
| ISIN | US4441441098 | Agenda | 935619556 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Stephen P. Mandracchia | | For | For |
| 2 | Richard Parrillo | | For | For |
| 3 | Eric A. Prouty | | 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, 2022. | | | |
Page 77 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| DULUTH HOLDINGS INC. |
| Security | 26443V101 | Meeting Type | Annual |
| Ticker Symbol | DLTH | Meeting Date | 14-Jun-2022 |
| ISIN | US26443V1017 | Agenda | 935599641 - 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: Francesca M. Edwardson | Management | For | For |
| 1.3 | Election of Director: David C. Finch | Management | For | For |
| 1.4 | Election of Director: Thomas G. Folliard | Management | For | For |
| 1.5 | Election of Director: Brett L. Paschke | Management | For | For |
| 1.6 | Election of Director: Samuel M. Sato | Management | For | For |
| 1.7 | Election of Director: Scott K. Williams | Management | For | For |
| 2. | The ratification of selection of KPMG LLP as the | Management | For | For |
| independent registered public accountants for Duluth | | | |
| Holdings Inc. for the year ending January 29, 2023. | | | |
| 3. | To approve, by an advisory vote, the compensation of our | Management | Against | Against |
| named executive officers, as described in our Proxy | | | |
| Statement. | | | |
| 4. | Advisory vote on the frequency of the advisory vote on | Management | 1 Year | For |
| the compensation of our named executive officers. | | | |
| BLACK KNIGHT, INC. |
| Security | 09215C105 | Meeting Type | Annual |
| Ticker Symbol | BKI | Meeting Date | 15-Jun-2022 |
| ISIN | US09215C1053 | Agenda | 935632085 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Anthony M. Jabbour | | For | For |
| 2 | Catherine L. Burke | | For | For |
| 3 | Thomas M. Hagerty | | For | For |
| 4 | David K. Hunt | | For | For |
| 5 | Joseph M. Otting | | For | For |
| 6 | Ganesh B. Rao | | For | For |
| 7 | John D. Rood | | For | For |
| 8 | Nancy L. Shanik | | For | For |
| 2. | Approval of a proposal that the board of directors amend | Management | For | For |
| the Company's bylaws to adopt "proxy access" rights. | | | |
| 3. | Approval of a non-binding advisory resolution on the | Management | For | For |
| compensation paid to our named executive officers. | | | |
| 4. | Selection, on a non-binding advisory basis, of the | Management | 1 Year | For |
| frequency (annual or "1 Year," biennial or "2 Years," | | | |
| triennial or "3 Years") with which we solicit future non- | | | |
| binding advisory votes on the compensation paid to our | | | |
| named executive officers. | | | |
| 5. | Ratification of the appointment of KPMG LLP as our | Management | For | For |
| independent registered public accounting firm for the | | | |
| 2022 fiscal year. | | | |
Page 78 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| FIDELITY NATIONAL FINANCIAL, INC. |
| Security | 31620R303 | Meeting Type | Annual |
| Ticker Symbol | FNF | Meeting Date | 15-Jun-2022 |
| ISIN | US31620R3030 | Agenda | 935636362 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Halim Dhanidina | | For | For |
| 2 | Daniel D. (Ron) Lane | | For | For |
| 3 | Cary H. Thompson | | For | For |
| 2. | Approval of a non-binding advisory resolution on the | Management | For | For |
| compensation paid to our named executive officers. | | | |
| 3. | Approval of the Amended and Restated Fidelity National | Management | For | For |
| Financial, Inc. 2013 Employee Stock Purchase Plan. | | | |
| 4. | Ratification of the appointment of Ernst & Young LLP as | Management | For | For |
| our independent registered public accounting firm for the | | | |
| 2022 fiscal year. | | | |
| PURE STORAGE, INC. |
| Security | 74624M102 | Meeting Type | Annual |
| Ticker Symbol | PSTG | Meeting Date | 15-Jun-2022 |
| ISIN | US74624M1027 | Agenda | 935634560 - Management |
| Item | Proposal | | Proposed | Vote | For/Against |
| | | by | | Management |
| 1. | DIRECTOR | | Management | | |
| 1 | Scott Dietzen | | For | For |
| 2 | Charles Giancarlo | | For | For |
| 3 | John Murphy | | For | For |
| 4 | Greg Tomb | | 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 5, 2023. | | | |
| 3. | An advisory vote on our named executive officer | Management | Against | Against |
| compensation. | | | |
| SERVICE PROPERTIES TRUST |
| Security | 81761L102 | Meeting Type | Annual |
| Ticker Symbol | SVC | Meeting Date | 15-Jun-2022 |
| ISIN | US81761L1026 | Agenda | 935607400 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1.1 | Election of Trustee (for Independent Trustee): Laurie B. | Management | For | For |
| Burns | | | |
| 1.2 | Election of Trustee (for Independent Trustee): Robert E. | Management | For | For |
| Cramer | | | |
| 1.3 | Election of Trustee (for Independent Trustee): Donna D. | Management | For | For |
| Fraiche | | | |
| 1.4 | Election of Trustee (for Independent Trustee): William A. | Management | For | For |
| Lamkin | | | |
| 1.5 | Election of Trustee (for Managing Trustee): Adam D. | Management | For | For |
| Portnoy | | | |
| 2. | Advisory vote to approve executive compensation. | Management | For | For |
| 3. | Approval of the Amended and Restated 2012 Equity | Management | For | For |
| Compensation Plan. | | | |
| 4. | Ratification of the appointment of Deloitte & Touche LLP | Management | For | For |
| as independent auditors to serve for the 2022 fiscal year. | | | |
Page 79 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| INGERSOLL RAND INC. |
| Security | 45687V106 | Meeting Type | Annual |
| Ticker Symbol | IR | Meeting Date | 16-Jun-2022 |
| ISIN | US45687V1061 | Agenda | 935640866 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Kirk E. Arnold | Management | For | For |
| 1b. | Election of Director: Elizabeth Centoni | Management | For | For |
| 1c. | Election of Director: William P. Donnelly | Management | For | For |
| 1d. | Election of Director: Gary D. Forsee | Management | For | For |
| 1e. | Election of Director: John Humphrey | Management | For | For |
| 1f. | Election of Director: Marc E. Jones | Management | For | For |
| 1g. | Election of Director: Vicente Reynal | Management | For | For |
| 1h. | Election of Director: Tony L. White | Management | For | For |
| 2. | To ratify the appointment of Deloitte & Touche LLP as our | Management | For | For |
| independent registered public accounting firm for 2022. | | | |
| BAUSCH HEALTH COMPANIES, INC. |
| Security | 071734107 | Meeting Type | Annual |
| Ticker Symbol | BHC | Meeting Date | 21-Jun-2022 |
| ISIN | CA0717341071 | Agenda | 935644838 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Thomas J. Appio | Management | For | For |
| 1b. | Election of Director: Richard U. De Schutter | 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: Dr. Richard C. Mulligan | Management | For | For |
| 1h. | Election of Director: Joseph C. Papa | 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: Amy B. Wechsler, M.D. | Management | For | For |
| 2. | The approval, in an advisory vote, of the compensation of | Management | Against | Against |
| our Named Executive Officers. | | | |
| 3. | The approval of an amendment and restatement of the | Management | For | For |
| Company's Amended and Restated 2014 Omnibus | | | |
| Incentive Plan. | | | |
| 4. | The appointment of PricewaterhouseCoopers LLP to | Management | For | For |
| serve as the Company's auditor until the close of the | | | |
| 2023 Annual Meeting of Shareholders and to authorize | | | |
| the Board to fix the auditor's remuneration. | | | |
Page 80 of 81
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2021 to 06/30/2022
| MARVELL TECHNOLOGY, INC. |
| Security | 573874104 | Meeting Type | Annual |
| Ticker Symbol | MRVL | Meeting Date | 23-Jun-2022 |
| ISIN | US5738741041 | Agenda | 935647353 - Management |
| Item | Proposal | Proposed | Vote | For/Against |
| | by | | Management |
| 1a. | Election of Director: Sara Andrews | Management | For | For |
| 1b. | Election of Director: W. Tudor Brown | Management | For | For |
| 1c. | Election of Director: Brad W. Buss | Management | For | For |
| 1d. | Election of Director: Edward H. Frank | Management | For | For |
| 1e. | Election of Director: Richard S. Hill | Management | For | For |
| 1f. | Election of Director: Marachel L. Knight | Management | For | For |
| 1g. | Election of Director: Matthew J. Murphy | Management | For | For |
| 1h. | Election of Director: Michael G. Strachan | Management | For | For |
| 1i. | Election of Director: Robert E. Switz | Management | For | For |
| 1j. | Election of Director: Ford Tamer | Management | For | For |
| 2. | An advisory (non-binding) vote to approve compensation | Management | For | For |
| of our named executive officers. | | | |
| 3. | To amend the Marvell Technology, Inc. 2000 Employee | Management | For | For |
| Stock Purchase Plan to remove the term of the plan and | | | |
| to remove the annual evergreen feature of the plan. | | | |
| 4. | To ratify the appointment of Deloitte and Touche LLP as | Management | For | For |
| our independent registered public accounting firm for the | | | |
| fiscal year ending January 28, 2023. | | | |
Page 81 of 81
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 26, 2022 |
