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: 07/01/2022-06/30/2023
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 07/01/2022 to 06/30/2023
| BED BATH & BEYOND INC. | ||||||||||||
| Security | 075896100 | Meeting Type | Annual | |||||||||
| Ticker Symbol | BBBY | Meeting Date | 14-Jul-2022 | |||||||||
| ISIN | US0758961009 | Agenda | 935665096 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director to serve until the Annual Meeting in 2023: Harriet Edelman | Management | For | For | ||||||||
| 1b. | Election of Director to serve until the Annual Meeting in 2023: Mark J. Tritton | Management | For | For | ||||||||
| 1c. | Election of Director to serve until the Annual Meeting in 2023: Marjorie Bowen | Management | For | For | ||||||||
| 1d. | Election of Director to serve until the Annual Meeting in 2023: Sue E. Gove | Management | For | For | ||||||||
| 1e. | Election of Director to serve until the Annual Meeting in 2023: Jeffrey A. Kirwan | Management | For | For | ||||||||
| 1f. | Election of Director to serve until the Annual Meeting in 2023: Shelly Lombard | Management | For | For | ||||||||
| 1g. | Election of Director to serve until the Annual Meeting in 2023: Benjamin Rosenzweig | Management | For | For | ||||||||
| 1h. | Election of Director to serve until the Annual Meeting in 2023: Joshua E. Schechter | Management | For | For | ||||||||
| 1i. | Election of Director to serve until the Annual Meeting in 2023: Minesh Shah | Management | For | For | ||||||||
| 1j. | Election of Director to serve until the Annual Meeting in 2023: Andrea M. Weiss | Management | For | For | ||||||||
| 1k. | Election of Director to serve until the Annual Meeting in 2023: Ann Yerger | Management | For | For | ||||||||
| 2. | To ratify the appointment of KPMG LLP as independent auditors for the 2022 fiscal year. | Management | For | For | ||||||||
| 3. | To approve, by non-binding vote, the 2021 compensation paid to the Company’s Named Executive Officers (commonly known as a “say-on-pay” proposal). | Management | For | For | ||||||||
| MCKESSON CORPORATION | ||||||||||||
| Security | 58155Q103 | Meeting Type | Annual | |||||||||
| Ticker Symbol | MCK | Meeting Date | 22-Jul-2022 | |||||||||
| ISIN | US58155Q1031 | Agenda | 935672027 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director for a one-year term: Richard H. Carmona, M.D. | Management | For | For | ||||||||
| 1b. | Election of Director for a one-year term: Dominic J. Caruso | Management | For | For | ||||||||
| 1c. | Election of Director for a one-year term: W. Roy Dunbar | Management | For | For | ||||||||
| 1d. | Election of Director for a one-year term: James H. Hinton | Management | For | For | ||||||||
| 1e. | Election of Director for a one-year term: Donald R. Knauss | Management | For | For | ||||||||
| 1f. | Election of Director for a one-year term: Bradley E. Lerman | Management | For | For | ||||||||
| 1g. | Election of Director for a one-year term: Linda P. Mantia | Management | For | For | ||||||||
| 1h. | Election of Director for a one-year term: Maria Martinez | Management | For | For | ||||||||
| 1i. | Election of Director for a one-year term: Susan R. Salka | Management | For | For | ||||||||
| 1j. | Election of Director for a one-year term: Brian S. Tyler | Management | For | For | ||||||||
| 1k. | Election of Director for a one-year term: Kathleen Wilson- Thompson | Management | For | For | ||||||||
| 2. | Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2023. | Management | For | For | ||||||||
| 3. | Advisory vote on executive compensation. | Management | For | For | ||||||||
| 4. | Approval of our 2022 Stock Plan. | Management | For | For | ||||||||
| 5. | Approval of Amendment to our 2000 Employee Stock Purchase Plan. | Management | For | For | ||||||||
| 6. | Shareholder Proposal on Special Shareholder Meeting Improvement. | Shareholder | For | Against | ||||||||
| 7. | Shareholder Proposal on Transparency in Rule 10b5-1 Trading Policy. | Shareholder | For | Against | ||||||||
Page 2 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| ELECTRONIC ARTS INC. | ||||||||||||
| Security | 285512109 | Meeting Type | Annual | |||||||||
| Ticker Symbol | EA | Meeting Date | 11-Aug-2022 | |||||||||
| ISIN | US2855121099 | Agenda | 935682092 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director to hold office for a one-year term: Kofi A. Bruce | Management | For | For | ||||||||
| 1b. | Election of Director to hold office for a one-year term: Rachel A. Gonzalez | Management | For | For | ||||||||
| 1c. | Election of Director to hold office for a one-year term: Jeffrey T. Huber | Management | For | For | ||||||||
| 1d. | Election of Director to hold office for a one-year term: Talbott Roche | Management | For | For | ||||||||
| 1e. | Election of Director to hold office for a one-year term: Richard A. Simonson | Management | For | For | ||||||||
| 1f. | Election of Director to hold office for a one-year term: Luis A. Ubiñas | Management | For | For | ||||||||
| 1g. | Election of Director to hold office for a one-year term: Heidi J. Ueberroth | Management | For | For | ||||||||
| 1h. | Election of Director to hold office for a one-year term: Andrew Wilson | Management | For | For | ||||||||
| 2. | Advisory vote to approve named executive officer compensation. | Management | For | For | ||||||||
| 3. | Ratification of the appointment of KPMG LLP as our independent public registered accounting firm for the fiscal year ending March 31, 2023. | Management | For | For | ||||||||
| 4. | Approve the Company’s amended 2019 Equity Incentive Plan. | Management | For | For | ||||||||
| 5. | Approve an amendment to the Company’s Certificate of Incorporation to reduce the threshold for stockholders to call special meetings from 25% to 15%. | Management | For | For | ||||||||
| 6. | To consider and vote upon a stockholder proposal, if properly presented at the Annual Meeting, on termination pay. | Shareholder | For | Against | ||||||||
| FEDEX CORPORATION | ||||||||||||
| Security | 31428X106 | Meeting Type | Annual | |||||||||
| Ticker Symbol | FDX | Meeting Date | 19-Sep-2022 | |||||||||
| ISIN | US31428X1063 | Agenda | 935696306 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director: MARVIN R. ELLISON | Management | For | For | ||||||||
| 1b. | Election of Director: STEPHEN E. GORMAN | Management | For | For | ||||||||
| 1c. | Election of Director: SUSAN PATRICIA GRIFFITH | Management | For | For | ||||||||
| 1d. | Election of Director: KIMBERLY A. JABAL | Management | For | For | ||||||||
| 1e. | Election of Director: AMY B. LANE | Management | For | For | ||||||||
| 1f. | Election of Director: R. BRAD MARTIN | Management | For | For | ||||||||
| 1g. | Election of Director: NANCY A. NORTON | Management | For | For | ||||||||
| 1h. | Election of Director: FREDERICK P. PERPALL | Management | For | For | ||||||||
| 1i. | Election of Director: JOSHUA COOPER RAMO | Management | For | For | ||||||||
| 1j. | Election of Director: SUSAN C. SCHWAB | Management | For | For | ||||||||
| 1k. | Election of Director: FREDERICK W. SMITH | Management | For | For | ||||||||
| 1l. | Election of Director: DAVID P. STEINER | Management | For | For | ||||||||
| 1m. | Election of Director: RAJESH SUBRAMANIAM | Management | For | For | ||||||||
| 1n. | Election of Director: V. JAMES VENA | Management | For | For | ||||||||
| 1o. | Election of Director: PAUL S. WALSH | Management | For | For | ||||||||
| 2. | Advisory vote to approve named executive officer compensation. | Management | For | For | ||||||||
| 3. | Ratify the appointment of Ernst & Young LLP as FedEx’s independent registered public accounting firm for fiscal year 2023. | Management | For | For | ||||||||
| 4. | Approval of amendment to the FedEx Corporation 2019 Omnibus Stock Incentive Plan to increase the number of authorized shares. | Management | For | For | ||||||||
| 5. | Stockholder proposal regarding independent board chairman. | Shareholder | Against | For | ||||||||
| 6. | Stockholder proposal regarding report on alignment between company values and electioneering contributions. | Shareholder | For | Against | ||||||||
| 7. | Stockholder proposal regarding lobbying activity and expenditure report. | Shareholder | For | Against | ||||||||
| 8. | Stockholder proposal regarding assessing inclusion in the workplace. | Shareholder | For | Against | ||||||||
| 9. | Proposal not applicable | Shareholder | Against | N/A | ||||||||
Page 3 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| VIAVI SOLUTIONS INC. | ||||||||||||
| Security | 925550105 | Meeting Type | Annual | |||||||||
| Ticker Symbol | VIAV | Meeting Date | 09-Nov-2022 | |||||||||
| ISIN | US9255501051 | Agenda | 935715536 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1.1 | Election of Director: Richard E. Belluzzo | Management | For | For | ||||||||
| 1.2 | Election of Director: Keith Barnes | Management | For | For | ||||||||
| 1.3 | Election of Director: Laura Black | Management | For | For | ||||||||
| 1.4 | Election of Director: Tor Braham | Management | For | For | ||||||||
| 1.5 | Election of Director: Timothy Campos | Management | For | For | ||||||||
| 1.6 | Election of Director: Donald Colvin | Management | For | For | ||||||||
| 1.7 | Election of Director: Masood A. Jabbar | Management | For | For | ||||||||
| 1.8 | Election of Director: Oleg Khaykin | Management | For | For | ||||||||
| 1.9 | Election of Director: Joanne Solomon | Management | For | For | ||||||||
| 2. | Ratification of the Appointment of PricewaterhouseCoopers LLP as Viavi’s independent registered public accounting firm for fiscal year 2023 | Management | For | For | ||||||||
| 3. | Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers | Management | For | For | ||||||||
| ORACLE CORPORATION | ||||||||||||
| Security | 68389X105 | Meeting Type | Annual | |||||||||
| Ticker Symbol | ORCL | Meeting Date | 16-Nov-2022 | |||||||||
| ISIN | US68389X1054 | Agenda | 935715182 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1. | DIRECTOR | Management | ||||||||||
| 1 | Awo Ablo | For | For | |||||||||
| 2 | Jeffrey S. Berg | For | For | |||||||||
| 3 | Michael J. Boskin | For | For | |||||||||
| 4 | Safra A. Catz | For | For | |||||||||
| 5 | Bruce R. Chizen | For | For | |||||||||
| 6 | George H. Conrades | For | For | |||||||||
| 7 | Lawrence J. Ellison | For | For | |||||||||
| 8 | Rona A. Fairhead | For | For | |||||||||
| 9 | Jeffrey O. Henley | For | For | |||||||||
| 10 | Renee J. James | For | For | |||||||||
| 11 | Charles W. Moorman | For | For | |||||||||
| 12 | Leon E. Panetta | For | For | |||||||||
| 13 | William G. Parrett | For | For | |||||||||
| 14 | Naomi O. Seligman | For | For | |||||||||
| 15 | Vishal Sikka | For | For | |||||||||
| 2. | Advisory Vote to Approve the Compensation of our Named Executive Officers. | Management | Against | Against | ||||||||
| 3. | Ratification of the Selection of our Independent Registered Public Accounting Firm. | Management | For | For | ||||||||
Page 4 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| LUMENTUM HOLDINGS INC. | ||||||||||||
| Security | 55024U109 | Meeting Type | Annual | |||||||||
| Ticker Symbol | LITE | Meeting Date | 16-Nov-2022 | |||||||||
| ISIN | US55024U1097 | Agenda | 935715194 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 compensation of our named executive officers. | Management | For | For | ||||||||
| 3. | To approve the Amended and Restated 2015 Equity Incentive Plan. | Management | For | For | ||||||||
| 4. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending July 1, 2023. | Management | For | For | ||||||||
| COHERENT CORP. | ||||||||||||
| Security | 19247G107 | Meeting Type | Annual | |||||||||
| Ticker Symbol | COHR | Meeting Date | 16-Nov-2022 | |||||||||
| ISIN | US19247G1076 | Agenda | 935717352 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Class Two Director for a three-year term to expire at the 2025 Annual Meeting: Enrico Digirolamo | Management | For | For | ||||||||
| 1b. | Election of Class Two Director for a three-year term to expire at the 2025 Annual Meeting: David L. Motley | Management | For | For | ||||||||
| 1c. | Election of Class Two Director for a three-year term to expire at the 2025 Annual Meeting: Shaker Sadasivam | Management | For | For | ||||||||
| 1d. | Election of Class Two Director for a three-year term to expire at the 2025 Annual Meeting: Lisa Neal-Graves | Management | For | For | ||||||||
| 2. | Non-binding advisory vote to approve compensation paid to named executive officers in fiscal year 2022. | Management | For | For | ||||||||
| 3. | Ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023. | Management | For | For | ||||||||
Page 5 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| PERFORMANCE FOOD GROUP COMPANY | ||||||||||||
| Security | 71377A103 | Meeting Type | Annual | |||||||||
| Ticker Symbol | PFGC | Meeting Date | 16-Nov-2022 | |||||||||
| ISIN | US71377A1034 | Agenda | 935719801 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 independent registered public accounting firm for fiscal 2023. | Management | For | For | ||||||||
| 3. | To approve, in a non-binding advisory vote, the compensation paid to our named executive officers. | Management | For | For | ||||||||
| 4. | To approve, in a non-binding advisory vote, the frequency of stockholder non-binding advisory votes approving the compensation of our named executive officers. | Management | 1 Year | For | ||||||||
| CISCO SYSTEMS, INC. | ||||||||||||
| Security | 17275R102 | Meeting Type | Annual | |||||||||
| Ticker Symbol | CSCO | Meeting Date | 08-Dec-2022 | |||||||||
| ISIN | US17275R1023 | Agenda | 935723216 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Sarah Rae Murphy | Management | For | For | ||||||||
| 1i. | Election of Director: Charles H. Robbins | Management | For | For | ||||||||
| 1j. | Election of Director: Brenton L. Saunders | Management | For | For | ||||||||
| 1k. | Election of Director: Dr. Lisa T. Su | Management | For | For | ||||||||
| 1l. | Election of Director: Marianna Tessel | Management | For | For | ||||||||
| 2. | Approval, on an advisory basis, of executive compensation. | Management | Against | Against | ||||||||
| 3. | Ratification of PricewaterhouseCoopers LLP as Cisco’s independent registered public accounting firm for fiscal 2023. | Management | For | For | ||||||||
| 4. | Stockholder Proposal - Approval to have Cisco’s Board issue a tax transparency report in consideration of the Global Reporting Initiative’s Tax Standard. | Shareholder | For | Against | ||||||||
Page 6 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| VIATRIS INC. | ||||||||||||
| Security | 92556V106 | Meeting Type | Annual | |||||||||
| Ticker Symbol | VTRS | Meeting Date | 09-Dec-2022 | |||||||||
| ISIN | US92556V1061 | Agenda | 935725880 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1A. | Election of Class II Director to hold office until the 2023 annual meeting: W. Don Cornwell | Management | For | For | ||||||||
| 1B. | Election of Class II Director to hold office until the 2023 annual meeting: Harry A. Korman | Management | For | For | ||||||||
| 1C. | Election of Class II Director to hold office until the 2023 annual meeting: Rajiv Malik | Management | For | For | ||||||||
| 1D. | Election of Class II Director to hold office until the 2023 annual meeting: Richard A. Mark, C.P.A. | Management | For | For | ||||||||
| 2. | Approval of, on a non-binding advisory basis, the 2021 compensation of the named executive officers of the Company. | Management | For | For | ||||||||
| 3. | Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. | Management | For | For | ||||||||
| 4. | Shareholder proposal regarding independent board chairman. | Shareholder | Against | For | ||||||||
| MICROSOFT CORPORATION | ||||||||||||
| Security | 594918104 | Meeting Type | Annual | |||||||||
| Ticker Symbol | MSFT | Meeting Date | 13-Dec-2022 | |||||||||
| ISIN | US5949181045 | Agenda | 935722567 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 compensation | Management | Against | Against | ||||||||
| 3. | Ratification of the Selection of Deloitte & Touche LLP as our Independent Auditor for Fiscal Year 2023 | Management | For | For | ||||||||
| 4. | Shareholder Proposal - Cost/Benefit Analysis of Diversity and Inclusion | Shareholder | For | Against | ||||||||
| 5. | Shareholder Proposal - Report on Hiring of Persons with Arrest or Incarceration Records | Shareholder | For | Against | ||||||||
| 6. | Shareholder Proposal - Report on Investment of Retirement Funds in Companies Contributing to Climate Change | Shareholder | For | Against | ||||||||
| 7. | Shareholder Proposal - Report on Government Use of Microsoft Technology | Shareholder | For | Against | ||||||||
| 8. | Shareholder Proposal - Report on Development of Products for Military | Shareholder | For | Against | ||||||||
| 9. | Shareholder Proposal - Report on Tax Transparency | Shareholder | For | Against | ||||||||
Page 7 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| VISA INC. | ||||||||||||
| Security | 92826C839 | Meeting Type | Annual | |||||||||
| Ticker Symbol | V | Meeting Date | 24-Jan-2023 | |||||||||
| ISIN | US92826C8394 | Agenda | 935745779 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director: Lloyd A. Carney | Management | For | For | ||||||||
| 1b. | Election of Director: Kermit R. Crawford | 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: Teri L. List | Management | For | For | ||||||||
| 1g. | Election of Director: John F. Lundgren | 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 to our named executive officers. | Management | For | For | ||||||||
| 3. | To hold an advisory vote on the frequency of future advisory votes to approve executive compensation. | Management | 1 Year | For | ||||||||
| 4. | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2023. | Management | For | For | ||||||||
| 5. | To vote on a stockholder proposal requesting an independent board chair policy. | Shareholder | Against | For | ||||||||
| WALGREENS BOOTS ALLIANCE, INC. | ||||||||||||
| Security | 931427108 | Meeting Type | Annual | |||||||||
| Ticker Symbol | WBA | Meeting Date | 26-Jan-2023 | |||||||||
| ISIN | US9314271084 | Agenda | 935747280 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director: Janice M. Babiak | Management | For | For | ||||||||
| 1b. | Election of Director: Inderpal S. Bhandari | Management | For | For | ||||||||
| 1c. | Election of Director: Rosalind G. Brewer | Management | For | For | ||||||||
| 1d. | Election of Director: Ginger L. Graham | Management | For | For | ||||||||
| 1e. | Election of Director: Bryan C. Hanson | 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 compensation. | Management | Against | Against | ||||||||
| 3. | Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2023. | Management | For | For | ||||||||
| 4. | Stockholder proposal requesting report on public health costs due to tobacco product sales and the impact on overall market returns. | Shareholder | Against | For | ||||||||
| 5. | Stockholder proposal requesting an independent board chairman. | Shareholder | Against | For | ||||||||
Page 8 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| THE WALT DISNEY COMPANY | ||||||||||||
| Security | 254687106 | Meeting Type | Contested-Annual | |||||||||
| Ticker Symbol | DIS | Meeting Date | 09-Feb-2023 | |||||||||
| ISIN | US2546871060 | Agenda | 935763816 - Opposition | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a | TRIAN RECOMMENDED NOMINEE: Nelson Peltz | Management | No Action | N/A | ||||||||
| 1b | OPPOSED COMPANY NOMINEE: Michael B.G. Froman | Management | No Action | N/A | ||||||||
| 1c | ACCEPTABLE COMPANY NOMINEE: Mary T. Barra | Management | No Action | N/A | ||||||||
| 1d | ACCEPTABLE COMPANY NOMINEE: Safra A. Catz | Management | No Action | N/A | ||||||||
| 1e | ACCEPTABLE COMPANY NOMINEE: Amy L. Chang | Management | No Action | N/A | ||||||||
| 1f | ACCEPTABLE COMPANY NOMINEE: Francis A. deSouza | Management | No Action | N/A | ||||||||
| 1g | ACCEPTABLE COMPANY NOMINEE: Carolyn N. Everson | Management | No Action | N/A | ||||||||
| 1h | ACCEPTABLE COMPANY NOMINEE: Robert A. Iger | Management | No Action | N/A | ||||||||
| 1i | ACCEPTABLE COMPANY NOMINEE: Maria Elena Lagomasino | Management | No Action | N/A | ||||||||
| 1j | ACCEPTABLE COMPANY NOMINEE: Calvin R. McDonald | Management | No Action | N/A | ||||||||
| 1k | ACCEPTABLE COMPANY NOMINEE: Mark G. Parker | Management | No Action | N/A | ||||||||
| 1l | ACCEPTABLE COMPANY NOMINEE: Derica W. Rice | Management | No Action | N/A | ||||||||
| 2 | RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2023. | Management | No Action | N/A | ||||||||
| 3 | CONSIDERATION OF AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. | Management | No Action | N/A | ||||||||
| 4 | CONSIDERATION OF AN ADVISORY VOTE ON THE FREQUENCY OF VOTES ON EXECUTIVE COMPENSATION. | Management | No Action | N/A | ||||||||
| 5 | Shareholder Proposal requesting a business operations report. | Shareholder | No Action | N/A | ||||||||
| 6 | Shareholder Proposal requesting charitable contributions disclosure. | Shareholder | No Action | N/A | ||||||||
| 7 | Shareholder Proposal requesting a political expenditures report. | Shareholder | No Action | N/A | ||||||||
| 8 | Trian’s proposal to repeal certain bylaws. | Management | No Action | N/A | ||||||||
| INFINEON TECHNOLOGIES AG | ||||||||||||
| Security | 45662N103 | Meeting Type | Annual | |||||||||
| Ticker Symbol | IFNNY | Meeting Date | 16-Feb-2023 | |||||||||
| ISIN | US45662N1037 | Agenda | 935760086 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 2 | Utilization of unappropriated profit: €0.32 per qualifying share | Management | For | For | ||||||||
| 3A | Approval of the acts of the member of the Management Board: Jochen Hanebeck | Management | For | For | ||||||||
| 3B | Approval of the acts of the member of the Management Board: Constanze Hufenbecher | Management | For | For | ||||||||
| 3C | Approval of the acts of the member of the Management Board: Dr. Sven Schneider | Management | For | For | ||||||||
| 3D | Approval of the acts of the member of the Management Board: Andreas Urschitz (since 1 June 2022) | Management | For | For | ||||||||
| 3E | Approval of the acts of the member of the Management Board: Rutger Wijburg (since 1 April 2022) | Management | For | For | ||||||||
| 3F | Approval of the acts of the member of the Management Board: Dr. Reinhard Ploss (until 31 March 2022) | Management | For | For | ||||||||
| 3G | Approval of the acts of the member of the Management Board: Dr. Helmut Gassel (until 31 May 2022) | Management | For | For | ||||||||
| 4A | Approval of the acts of the member of the Supervisory Board: Dr. Wolfgang Eder | Management | For | For | ||||||||
| 4B | Approval of the acts of the member of the Supervisory Board: Xiaoqun Clever | Management | For | For | ||||||||
| 4C | Approval of the acts of the member of the Supervisory Board: Johann Dechant | Management | For | For | ||||||||
| 4D | Approval of the acts of the member of the Supervisory Board: Dr. Friedrich Eichiner | Management | For | For | ||||||||
| 4E | Approval of the acts of the member of the Supervisory Board: Annette Engelfried | Management | For | For | ||||||||
| 4F | Approval of the acts of the member of the Supervisory Board: Peter Gruber | Management | For | For | ||||||||
| 4G | Approval of the acts of the member of the Supervisory Board: Hans-Ulrich Holdenried | Management | For | For | ||||||||
| 4H | Approval of the acts of the member of the Supervisory Board: Dr. Susanne Lachenmann | Management | For | For | ||||||||
| 4I | Approval of the acts of the member of the Supervisory Board: Géraldine Picaud | Management | For | For | ||||||||
| 4J | Approval of the acts of the member of the Supervisory Board: Dr. Manfred Puffer | Management | For | For | ||||||||
| 4K | Approval of the acts of the member of the Supervisory Board: Melanie Riedl | Management | For | For | ||||||||
| 4L | Approval of the acts of the member of the Supervisory Board: Jürgen Scholz | Management | For | For | ||||||||
| 4M | Approval of the acts of the member of the Supervisory Board: Dr. Ulrich Spiesshofer | Management | For | For | ||||||||
| 4N | Approval of the acts of the member of the Supervisory Board: Margret Suckale | Management | For | For | ||||||||
| 4O | Approval of the acts of the member of the Supervisory Board: Mirco Synde (since 1 June 2022) | Management | For | For | ||||||||
| 4P | Approval of the acts of the member of the Supervisory Board: Diana Vitale | Management | For | For | ||||||||
| 4Q | Approval of the acts of the member of the Supervisory Board: Kerstin Schulzendorf (until 31 May 2022) | Management | For | For | ||||||||
| 5 | Appointment of the Company and Group auditor for the 2023 fiscal year and of 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 2023 fiscal year | Management | For | For | ||||||||
| 6A | Elections to the Supervisory Board: Dr. Herbert Diess | Management | For | For | ||||||||
| 6B | Elections to the Supervisory Board: Klaus Helmrich | Management | For | For | ||||||||
| 7 | Revocation of an existing authorization and grant of a new authorization to acquire and use own shares | Management | For | For | ||||||||
| 8 | Revocation of an existing authorization and grant of a new authorization to acquire own shares using derivatives | Management | For | For | ||||||||
| 9A | Amendments to the Articles of Association: Place of the Annual General Meeting - Revision of section 13 | Management | For | For | ||||||||
| 9B | Amendments to the Articles of Association: Authorization to conduct a virtual Annual General Meeting - Insertion of a new section 13a | Management | For | For | ||||||||
| 9C | Amendments to the Articles of Association: Virtual participation of members of the Supervisory Board - Insertion of a new section 14, paragraph 3 | Management | For | For | ||||||||
| 10 | Remuneration System for the members of the Management Board | Management | For | For | ||||||||
| 11 | Approval of the Remuneration Report | Management | For | For | ||||||||
Page 9 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| QUALCOMM INCORPORATED | ||||||||||||
| Security | 747525103 | Meeting Type | Annual | |||||||||
| Ticker Symbol | QCOM | Meeting Date | 08-Mar-2023 | |||||||||
| ISIN | US7475251036 | Agenda | 935757281 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director to hold office until the next annual meeting of stockholders: Sylvia Acevedo | Management | For | For | ||||||||
| 1b. | Election of Director to hold office until the next annual meeting of stockholders: Cristiano R. Amon | Management | For | For | ||||||||
| 1c. | Election of Director to hold office until the next annual meeting of stockholders: Mark Fields | Management | For | For | ||||||||
| 1d. | Election of Director to hold office until the next annual meeting of stockholders: Jeffrey W. Henderson | Management | For | For | ||||||||
| 1e. | Election of Director to hold office until the next annual meeting of stockholders: Gregory N. Johnson | Management | For | For | ||||||||
| 1f. | Election of Director to hold office until the next annual meeting of stockholders: Ann M. Livermore | Management | For | For | ||||||||
| 1g. | Election of Director to hold office until the next annual meeting of stockholders: Mark D. McLaughlin | Management | For | For | ||||||||
| 1h. | Election of Director to hold office until the next annual meeting of stockholders: Jamie S. Miller | Management | For | For | ||||||||
| 1i. | Election of Director to hold office until the next annual meeting of stockholders: Irene B. Rosenfeld | Management | For | For | ||||||||
| 1j. | Election of Director to hold office until the next annual meeting of stockholders: Kornelis (Neil) Smit | Management | For | For | ||||||||
| 1k. | Election of Director to hold office until the next annual meeting of stockholders: Jean-Pascal Tricoire | Management | For | For | ||||||||
| 1l. | Election of Director to hold office until the next annual meeting of stockholders: Anthony J. Vinciquerra | Management | For | For | ||||||||
| 2. | Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 24, 2023. | Management | For | For | ||||||||
| 3. | Approval of the QUALCOMM Incorporated 2023 Long- Term Incentive Plan. | Management | For | For | ||||||||
| 4. | Approval, on an advisory basis, of the compensation of our named executive officers. | Management | For | For | ||||||||
| ANALOG DEVICES, INC. | ||||||||||||
| Security | 032654105 | Meeting Type | Annual | |||||||||
| Ticker Symbol | ADI | Meeting Date | 08-Mar-2023 | |||||||||
| ISIN | US0326541051 | Agenda | 935758740 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director: Vincent Roche | Management | For | For | ||||||||
| 1b. | Election of Director: James A. Champy | Management | For | For | ||||||||
| 1c. | Election of Director: André Andonian | Management | For | For | ||||||||
| 1d. | Election of Director: Anantha P. Chandrakasan | Management | For | For | ||||||||
| 1e. | Election of Director: Edward H. Frank | Management | For | For | ||||||||
| 1f. | Election of Director: Laurie H. Glimcher | Management | For | For | ||||||||
| 1g. | Election of Director: Karen M. Golz | Management | For | For | ||||||||
| 1h. | Election of Director: Mercedes Johnson | Management | For | For | ||||||||
| 1i. | Election of Director: Kenton J. Sicchitano | Management | For | For | ||||||||
| 1j. | Election of Director: Ray Stata | Management | For | For | ||||||||
| 1k. | Election of Director: Susie Wee | Management | For | For | ||||||||
| 2. | Advisory vote to approve the compensation of our named executive officers. | Management | For | For | ||||||||
| 3. | Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. | Management | 1 Year | For | ||||||||
| 4. | Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2023. | Management | For | For | ||||||||
Page 10 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| APPLE INC. | ||||||||||||
| Security | 037833100 | Meeting Type | Annual | |||||||||
| Ticker Symbol | AAPL | Meeting Date | 10-Mar-2023 | |||||||||
| ISIN | US0378331005 | Agenda | 935757700 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 Apple’s independent registered public accounting firm for fiscal 2023 | Management | For | For | ||||||||
| 3. | Advisory vote to approve executive compensation | Management | Against | Against | ||||||||
| 4. | Advisory vote on the frequency of advisory votes on executive compensation | Management | 1 Year | For | ||||||||
| 5. | A shareholder proposal entitled “Civil Rights and Non- Discrimination Audit Proposal” | Shareholder | For | Against | ||||||||
| 6. | A shareholder proposal entitled “Communist China Audit” | Shareholder | For | Against | ||||||||
| 7. | A shareholder proposal on Board policy for communication with shareholder proponents | Shareholder | For | Against | ||||||||
| 8. | A shareholder proposal entitled “Racial and Gender Pay Gaps” | Shareholder | For | Against | ||||||||
| 9. | A shareholder proposal entitled “Shareholder Proxy Access Amendments” | Shareholder | Against | For | ||||||||
| KEYSIGHT TECHNOLOGIES, INC. | ||||||||||||
| Security | 49338L103 | Meeting Type | Annual | |||||||||
| Ticker Symbol | KEYS | Meeting Date | 16-Mar-2023 | |||||||||
| ISIN | US49338L1035 | Agenda | 935761216 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1.1 | Election of Director to a 3-year term: Satish C. Dhanasekaran | Management | For | For | ||||||||
| 1.2 | Election of Director to a 3-year term: Richard P. Hamada | Management | For | For | ||||||||
| 1.3 | Election of Director to a 3-year term: Paul A. Lacouture | Management | For | For | ||||||||
| 1.4 | Election of Director to a 3-year term: Kevin A. Stephens | Management | For | For | ||||||||
| 2. | Ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Keysight’s independent registered public accounting firm. | Management | For | For | ||||||||
| 3. | Approve, on a non-binding advisory basis, the compensation of Keysight’s named executive officers. | Management | For | For | ||||||||
| 4. | Approve an amendment to Keysight’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors. | Management | For | For | ||||||||
Page 11 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| STARBUCKS CORPORATION | ||||||||||||
| Security | 855244109 | Meeting Type | Annual | |||||||||
| Ticker Symbol | SBUX | Meeting Date | 23-Mar-2023 | |||||||||
| ISIN | US8552441094 | Agenda | 935762193 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Beth Ford | Management | For | For | ||||||||
| 1d. | Election of Director: Mellody Hobson | Management | For | For | ||||||||
| 1e. | Election of Director: Jørgen Vig Knudstorp | Management | For | For | ||||||||
| 1f. | Election of Director: Satya Nadella | Management | For | For | ||||||||
| 1g. | Election of Director: Laxman Narasimhan | Management | For | For | ||||||||
| 1h. | Election of Director: Howard Schultz | Management | For | For | ||||||||
| 2. | Approval, on a nonbinding basis, of the compensation paid to our named executive officers | Management | Against | Against | ||||||||
| 3. | Approval, on a nonbinding basis, of the frequency of future advisory votes on executive compensation | Management | 1 Year | For | ||||||||
| 4. | Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2023 | Management | For | For | ||||||||
| 5. | Report on Plant-Based Milk Pricing | Shareholder | For | Against | ||||||||
| 6. | CEO Succession Planning Policy Amendment | Shareholder | For | Against | ||||||||
| 7. | Annual Reports on Company Operations in China | Shareholder | For | Against | ||||||||
| 8. | Assessment of Worker Rights Commitments | Shareholder | For | Against | ||||||||
| 9. | Creation of Board Committee on Corporate Sustainability | Shareholder | For | Against | ||||||||
| THE WALT DISNEY COMPANY | ||||||||||||
| Security | 254687106 | Meeting Type | Annual | |||||||||
| Ticker Symbol | DIS | Meeting Date | 03-Apr-2023 | |||||||||
| ISIN | US2546871060 | Agenda | 935766595 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director: Mary T. Barra | Management | For | For | ||||||||
| 1b. | Election of Director: Safra A. Catz | Management | For | For | ||||||||
| 1c. | Election of Director: Amy L. Chang | Management | For | For | ||||||||
| 1d. | Election of Director: Francis A. deSouza | Management | For | For | ||||||||
| 1e. | Election of Director: Carolyn N. Everson | Management | For | For | ||||||||
| 1f. | Election of Director: Michael B.G. Froman | Management | For | For | ||||||||
| 1g. | Election of Director: Robert A. Iger | Management | For | For | ||||||||
| 1h. | Election of Director: Maria Elena Lagomasino | Management | For | For | ||||||||
| 1i. | Election of Director: Calvin R. McDonald | Management | For | For | ||||||||
| 1j. | Election of Director: Mark G. Parker | Management | For | For | ||||||||
| 1k. | Election of Director: Derica W. Rice | Management | For | For | ||||||||
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for fiscal 2023. | Management | For | For | ||||||||
| 3. | Consideration of an advisory vote to approve executive compensation. | Management | Against | Against | ||||||||
| 4. | Consideration of an advisory vote on the frequency of advisory votes on executive compensation. | Management | 1 Year | For | ||||||||
| 5. | Shareholder proposal, if properly presented at the meeting, requesting a report on operations related to China. | Shareholder | For | Against | ||||||||
| 6. | Shareholder proposal, if properly presented at the meeting, requesting charitable contributions disclosure. | Shareholder | For | Against | ||||||||
| 7. | Shareholder proposal, if properly presented at the meeting, requesting a political expenditures report. | Shareholder | For | Against | ||||||||
Page 12 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| COLLIERS INTERNATIONAL GROUP INC. | ||||||||||||
| Security | 194693107 | Meeting Type | Annual | |||||||||
| Ticker Symbol | CIGI | Meeting Date | 05-Apr-2023 | |||||||||
| ISIN | CA1946931070 | Agenda | 935782741 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1A | Election of Directors: Election of Director: Peter F. Cohen | Management | For | For | ||||||||
| 1B | Election of Director: John (Jack) P. Curtin, Jr. | Management | For | For | ||||||||
| 1C | Election of Director: Christopher Galvin | Management | For | For | ||||||||
| 1D | Election of Director: P. Jane Gavan | Management | For | For | ||||||||
| 1E | Election of Director: Stephen J. Harper | Management | For | For | ||||||||
| 1F | Election of Director: Jay S. Hennick | Management | For | For | ||||||||
| 1G | Election of Director: Katherine M. Lee | Management | For | For | ||||||||
| 1H | Election of Director: Poonam Puri | Management | For | For | ||||||||
| 1I | Election of Director: Benjamin F. Stein | Management | For | For | ||||||||
| 1J | Election of Director: L. Frederick Sutherland | Management | For | For | ||||||||
| 2 | Appointment of PricewaterhouseCoopers LLP, Chartered Accountants and Licensed Public Accountants as Auditor of Colliers for the ensuing year and authorizing the Directors to fix their remuneration. | Management | For | For | ||||||||
| 3 | An advisory resolution on Colliers’ approach to executive compensation as set out in the accompanying Circular. | Management | Against | Against | ||||||||
| HCA HEALTHCARE, INC. | ||||||||||||
| Security | 40412C101 | Meeting Type | Annual | |||||||||
| Ticker Symbol | HCA | Meeting Date | 19-Apr-2023 | |||||||||
| ISIN | US40412C1018 | Agenda | 935776902 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Hugh F. Johnston | Management | For | For | ||||||||
| 1h. | Election of Director: Michael W. Michelson | Management | For | For | ||||||||
| 1i. | Election of Director: Wayne J. Riley, M.D. | Management | For | For | ||||||||
| 1j. | Election of Director: Andrea B. Smith | Management | For | For | ||||||||
| 2. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023. | Management | For | For | ||||||||
| 3. | To approve the HCA Healthcare, Inc. 2023 Employee Stock Purchase Plan. | Management | For | For | ||||||||
| 4. | Advisory vote to approve named executive officer compensation. | Management | Against | Against | ||||||||
| 5. | Stockholder proposal, if properly presented at the meeting, regarding political spending disclosure. | Shareholder | For | Against | ||||||||
| 6. | Stockholder proposal, if properly presented at the meeting, regarding amendment to Patient Safety and Quality of Care Committee charter. | Shareholder | For | Against | ||||||||
Page 13 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| ADOBE INC. | ||||||||||||
| Security | 00724F101 | Meeting Type | Annual | |||||||||
| Ticker Symbol | ADBE | Meeting Date | 20-Apr-2023 | |||||||||
| ISIN | US00724F1012 | Agenda | 935770126 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director to serve for a one-year term: Amy Banse | Management | For | For | ||||||||
| 1b. | Election of Director to serve for a one-year term: Brett Biggs | Management | For | For | ||||||||
| 1c. | Election of Director to serve for a one-year term: Melanie Boulden | Management | For | For | ||||||||
| 1d. | Election of Director to serve for a one-year term: Frank Calderoni | Management | For | For | ||||||||
| 1e. | Election of Director to serve for a one-year term: Laura Desmond | Management | For | For | ||||||||
| 1f. | Election of Director to serve for a one-year term: Shantanu Narayen | Management | For | For | ||||||||
| 1g. | Election of Director to serve for a one-year term: Spencer Neumann | Management | For | For | ||||||||
| 1h. | Election of Director to serve for a one-year term: Kathleen Oberg | Management | For | For | ||||||||
| 1i. | Election of Director to serve for a one-year term: Dheeraj Pandey | Management | For | For | ||||||||
| 1j. | Election of Director to serve for a one-year term: David Ricks | Management | For | For | ||||||||
| 1k. | Election of Director to serve for a one-year term: Daniel Rosensweig | Management | For | For | ||||||||
| 1l. | Election of Director to serve for a one-year term: John Warnock | Management | For | For | ||||||||
| 2. | Approve the 2019 Equity Incentive Plan, as amended, to increase the available share reserve by 12,000,000 shares. | Management | For | For | ||||||||
| 3. | Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on December 1, 2023. | Management | For | For | ||||||||
| 4. | Approve, on an advisory basis, the compensation of our named executive officers. | Management | Against | Against | ||||||||
| 5. | Approve, on an advisory basis, the frequency of the advisory vote on executive compensation. | Management | 1 Year | For | ||||||||
| 6. | Stockholder Proposal - Report on Hiring of Persons with Arrest or Incarceration Records. | Shareholder | For | Against | ||||||||
| KIMBERLY-CLARK CORPORATION | ||||||||||||
| Security | 494368103 | Meeting Type | Annual | |||||||||
| Ticker Symbol | KMB | Meeting Date | 20-Apr-2023 | |||||||||
| ISIN | US4943681035 | Agenda | 935770140 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director for a term expire at 2024 Annual Meeting: Sylvia M. Burwell | Management | For | For | ||||||||
| 1b. | Election of Director for a term expire at 2024 Annual Meeting: John W. Culver | Management | For | For | ||||||||
| 1c. | Election of Director for a term expire at 2024 Annual Meeting: Michael D. Hsu | Management | For | For | ||||||||
| 1d. | Election of Director for a term expire at 2024 Annual Meeting: Mae C. Jemison, M.D. | Management | For | For | ||||||||
| 1e. | Election of Director for a term expire at 2024 Annual Meeting: S. Todd Maclin | Management | For | For | ||||||||
| 1f. | Election of Director for a term expire at 2024 Annual Meeting: Deirdre A. Mahlan | Management | For | For | ||||||||
| 1g. | Election of Director for a term expire at 2024 Annual Meeting: Sherilyn S. McCoy | Management | For | For | ||||||||
| 1h. | Election of Director for a term expire at 2024 Annual Meeting: Christa S. Quarles | Management | For | For | ||||||||
| 1i. | Election of Director for a term expire at 2024 Annual Meeting: Jaime A. Ramirez | Management | For | For | ||||||||
| 1j. | Election of Director for a term expire at 2024 Annual Meeting: Dunia A. Shive | Management | For | For | ||||||||
| 1k. | Election of Director for a term expire at 2024 Annual Meeting: Mark T. Smucker | Management | For | For | ||||||||
| 1l. | Election of Director for a term expire at 2024 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 | ||||||||
| 4. | Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. | Management | 1 Year | For | ||||||||
Page 14 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| NORTHERN TRUST CORPORATION | ||||||||||||
| Security | 665859104 | Meeting Type | Annual | |||||||||
| Ticker Symbol | NTRS | Meeting Date | 25-Apr-2023 | |||||||||
| ISIN | US6658591044 | Agenda | 935775683 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 2022 compensation of the Corporation’s named executive officers. | Management | For | For | ||||||||
| 3. | Recommendation, by an advisory vote, on the frequency with which the Corporation should hold advisory votes on executive compensation. | Management | 1 Year | For | ||||||||
| 4. | Ratification of the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | ||||||||
| WELLS FARGO & COMPANY | ||||||||||||
| Security | 949746101 | Meeting Type | Annual | |||||||||
| Ticker Symbol | WFC | Meeting Date | 25-Apr-2023 | |||||||||
| ISIN | US9497461015 | Agenda | 935776774 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Ronald L. Sargent | Management | For | For | ||||||||
| 1l. | Election of Director: Charles W. Scharf | Management | For | For | ||||||||
| 1m. | Election of Director: Suzanne M. Vautrinot | Management | For | For | ||||||||
| 2. | Advisory resolution to approve executive compensation (Say on Pay). | Management | Against | Against | ||||||||
| 3. | Advisory resolution on the frequency of future advisory votes to approve executive compensation (Say on Frequency). | Management | 1 Year | For | ||||||||
| 4. | Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2023. | Management | For | For | ||||||||
| 5. | Shareholder Proposal - Adopt Simple Majority Vote. | Shareholder | For | Against | ||||||||
| 6. | Shareholder Proposal - Report on Congruency of Political Spending. | Shareholder | For | Against | ||||||||
| 7. | Shareholder Proposal - Climate Lobbying Report. | Shareholder | Against | For | ||||||||
| 8. | Shareholder Proposal - Climate Transition Report. | Shareholder | Against | For | ||||||||
| 9. | Shareholder Proposal - Fossil Fuel Lending Policy. | Shareholder | Against | For | ||||||||
| 10. | Shareholder Proposal - Annual Report on Prevention of Workplace Harassment and Discrimination. | Shareholder | For | Against | ||||||||
| 11. | Shareholder Proposal - Policy on Freedom of Association and Collective Bargaining. | Shareholder | For | Against | ||||||||
Page 15 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| BANK OF AMERICA CORPORATION | ||||||||||||
| Security | 060505104 | Meeting Type | Annual | |||||||||
| Ticker Symbol | BAC | Meeting Date | 25-Apr-2023 | |||||||||
| ISIN | US0605051046 | Agenda | 935779782 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director: Sharon L. Allen | Management | For | For | ||||||||
| 1b. | Election of Director: José (Joe) E. Almeida | Management | For | For | ||||||||
| 1c. | Election of Director: Frank P. Bramble, Sr. | Management | For | For | ||||||||
| 1d. | Election of Director: Pierre J. P. de Weck | Management | For | For | ||||||||
| 1e. | Election of Director: Arnold W. Donald | Management | For | For | ||||||||
| 1f. | Election of Director: Linda P. Hudson | Management | For | For | ||||||||
| 1g. | Election of Director: Monica C. Lozano | Management | For | For | ||||||||
| 1h. | Election of Director: Brian T. Moynihan | Management | For | For | ||||||||
| 1i. | Election of Director: Lionel L. Nowell III | Management | For | For | ||||||||
| 1j. | Election of Director: Denise L. Ramos | Management | For | For | ||||||||
| 1k. | Election of Director: Clayton S. Rose | Management | For | For | ||||||||
| 1l. | Election of Director: Michael D. White | Management | For | For | ||||||||
| 1m. | Election of Director: Thomas D. Woods | Management | For | For | ||||||||
| 1n. | Election of Director: Maria T. Zuber | Management | For | For | ||||||||
| 2. | Approving our executive compensation (an advisory, non- binding “Say on Pay” resolution) | Management | Against | Against | ||||||||
| 3. | A vote on the frequency of future “Say on Pay” resolutions (an advisory, non-binding “Say on Frequency” resolution) | Management | 1 Year | For | ||||||||
| 4. | Ratifying the appointment of our independent registered public accounting firm for 2023 | Management | For | For | ||||||||
| 5. | Amending and restating the Bank of America Corporation Equity Plan | Management | For | For | ||||||||
| 6. | Shareholder proposal requesting an independent board chair | Shareholder | Against | For | ||||||||
| 7. | Shareholder proposal requesting shareholder ratification of termination pay | Shareholder | For | Against | ||||||||
| 8. | Shareholder proposal requesting greenhouse gas reduction targets | Shareholder | For | Against | ||||||||
| 9. | Shareholder proposal requesting report on transition planning | Shareholder | For | Against | ||||||||
| 10. | Shareholder proposal requesting adoption of policy to cease financing new fossil fuel supplies | Shareholder | For | Against | ||||||||
| 11. | Shareholder proposal requesting a racial equity audit | Shareholder | For | Against | ||||||||
| CITIGROUP INC. | ||||||||||||
| Security | 172967424 | Meeting Type | Annual | |||||||||
| Ticker Symbol | C | Meeting Date | 25-Apr-2023 | |||||||||
| ISIN | US1729674242 | Agenda | 935781030 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 | ||||||||
| 1m. | Election of Director: Casper W. von Koskull | Management | For | For | ||||||||
| 2. | Proposal to ratify the selection of KPMG LLP as Citi’s independent registered public accountants for 2023. | Management | For | For | ||||||||
| 3. | Advisory vote to Approve our 2022 Executive Compensation. | Management | For | For | ||||||||
| 4. | Approval of additional shares for the Citigroup 2019 Stock Incentive Plan. | Management | For | For | ||||||||
| 5. | Advisory vote to Approve the Frequency of Future Advisory Votes on Executive Compensation. | Management | 1 Year | For | ||||||||
| 6. | Stockholder proposal requesting that shareholders ratify the termination pay of any senior manager. | Shareholder | For | Against | ||||||||
| 7. | Stockholder proposal requesting an Independent Board Chairman. | Shareholder | Against | For | ||||||||
| 8. | Stockholder proposal requesting a report on the effectiveness of Citi’s policies and practices in respecting Indigenous Peoples’ rights in Citi’s existing and proposed financing. | Shareholder | For | Against | ||||||||
| 9. | Stockholder proposal requesting that the Board adopt a policy to phase out new fossil fuel financing. | Shareholder | Against | For | ||||||||
Page 16 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| THE PNC FINANCIAL SERVICES GROUP, INC. | ||||||||||||
| Security | 693475105 | Meeting Type | Annual | |||||||||
| Ticker Symbol | PNC | Meeting Date | 26-Apr-2023 | |||||||||
| ISIN | US6934751057 | Agenda | 935773324 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Renu Khator | Management | For | For | ||||||||
| 1i. | Election of Director: Linda R. Medler | Management | For | For | ||||||||
| 1j. | Election of Director: Robert A. Niblock | Management | For | For | ||||||||
| 1k. | Election of Director: Martin Pfinsgraff | Management | For | For | ||||||||
| 1l. | Election of Director: Bryan S. Salesky | Management | For | For | ||||||||
| 1m. | Election of Director: Toni Townes-Whitley | Management | For | For | ||||||||
| 2. | Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2023. | Management | For | For | ||||||||
| 3. | Advisory vote to approve named executive officer compensation. | Management | For | For | ||||||||
| 4. | Advisory vote on the frequency of future advisory votes on executive compensation. | Management | 1 Year | For | ||||||||
| THE GOLDMAN SACHS GROUP, INC. | ||||||||||||
| Security | 38141G104 | Meeting Type | Annual | |||||||||
| Ticker Symbol | GS | Meeting Date | 26-Apr-2023 | |||||||||
| ISIN | US38141G1040 | Agenda | 935777702 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director: Michele Burns | Management | For | For | ||||||||
| 1b. | Election of Director: Mark Flaherty | Management | For | For | ||||||||
| 1c. | Election of Director: Kimberley Harris | Management | For | For | ||||||||
| 1d. | Election of Director: Kevin Johnson | 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 | ||||||||
| 2. | Advisory Vote to Approve Executive Compensation (Say on Pay) | Management | Against | Against | ||||||||
| 3. | Advisory Vote on the Frequency of Say on Pay | Management | 1 Year | For | ||||||||
| 4. | Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2023 | Management | For | For | ||||||||
| 5. | Shareholder Proposal Regarding a Report on Lobbying | Shareholder | For | Against | ||||||||
| 6. | Shareholder Proposal Regarding a Policy for an Independent Chair | Shareholder | Against | For | ||||||||
| 7. | Shareholder Proposal Regarding Chinese Congruency of Certain ETFs | Shareholder | For | Against | ||||||||
| 8. | Shareholder Proposal Regarding a Racial Equity Audit | Shareholder | For | Against | ||||||||
| 9. | Shareholder Proposal Regarding a Policy to Phase Out Fossil Fuel-Related Lending & Underwriting Activities | Shareholder | Against | For | ||||||||
| 10. | Shareholder Proposal Regarding Disclosure of 2030 Absolute Greenhouse Gas Reduction Goals | Shareholder | For | Against | ||||||||
| 11. | Shareholder Proposal Regarding Climate Transition Report | Shareholder | Against | For | ||||||||
| 12. | Shareholder Proposal Regarding Reporting on Pay Equity | Shareholder | For | Against | ||||||||
Page 17 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| THE CIGNA GROUP | ||||||||||||
| Security | 125523100 | Meeting Type | Annual | |||||||||
| Ticker Symbol | CI | Meeting Date | 26-Apr-2023 | |||||||||
| ISIN | US1255231003 | Agenda | 935779073 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Retired Maj. Gen. Elder Granger, M.D. | Management | For | For | ||||||||
| 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, M.D., Ph.D. | 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 The Cigna Group’s executive compensation | Management | For | For | ||||||||
| 3. | Advisory approval of the frequency of future advisory votes on executive compensation | Management | 1 Year | For | ||||||||
| 4. | Ratification of the appointment of PricewaterhouseCoopers LLP as The Cigna Group’s independent registered public accounting firm for 2023 | Management | For | For | ||||||||
| 5. | Approval of an amendment to our Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law | Management | For | For | ||||||||
| 6. | Shareholder proposal - Special shareholder meeting improvement | Shareholder | For | Against | ||||||||
| 7. | Shareholder proposal - Political contributions report | Shareholder | For | Against | ||||||||
| JOHNSON & JOHNSON | ||||||||||||
| Security | 478160104 | Meeting Type | Annual | |||||||||
| Ticker Symbol | JNJ | Meeting Date | 27-Apr-2023 | |||||||||
| ISIN | US4781601046 | Agenda | 935776813 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Jennifer A. Doudna | Management | For | For | ||||||||
| 1e. | Election of Director: Joaquin Duato | Management | For | For | ||||||||
| 1f. | Election of Director: Marillyn A. Hewson | Management | For | For | ||||||||
| 1g. | Election of Director: Paula A. Johnson | Management | For | For | ||||||||
| 1h. | Election of Director: Hubert Joly | Management | For | For | ||||||||
| 1I. | Election of Director: Mark B. McClellan | Management | For | For | ||||||||
| 1j. | Election of Director: Anne M. Mulcahy | Management | For | For | ||||||||
| 1k. | Election of Director: Mark A. Weinberger | Management | For | For | ||||||||
| 1l. | Election of Director: Nadja Y. West | Management | For | For | ||||||||
| 2. | Advisory Vote to Approve Named Executive Officer Compensation | Management | For | For | ||||||||
| 3. | Advisory Vote on the Frequency of Voting to Approve Named Executive Officer Compensation | Management | 1 Year | For | ||||||||
| 4. | Ratification of Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm | Management | For | For | ||||||||
| 5. | Proposal Withdrawn (Federal Securities Laws Mandatory Arbitration Bylaw) | Shareholder | No Action | N/A | ||||||||
| 6. | Vaccine Pricing Report | Shareholder | For | Against | ||||||||
| 7. | Executive Compensation Adjustment Policy | Shareholder | For | Against | ||||||||
| 8. | Impact of Extended Patent Exclusivities on Product Access | Shareholder | For | Against | ||||||||
Page 18 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| CITIZENS FINANCIAL GROUP, INC. | ||||||||||||
| Security | 174610105 | Meeting Type | Annual | |||||||||
| Ticker Symbol | CFG | Meeting Date | 27-Apr-2023 | |||||||||
| ISIN | US1746101054 | Agenda | 935777283 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 | Management | For | For | ||||||||
| 1e. | Election of Director: William P. Hankowsky | Management | For | For | ||||||||
| 1f. | Election of Director: Edward J. 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 | 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 the 2023 fiscal year. | Management | For | For | ||||||||
| PFIZER INC. | ||||||||||||
| Security | 717081103 | Meeting Type | Annual | |||||||||
| Ticker Symbol | PFE | Meeting Date | 27-Apr-2023 | |||||||||
| ISIN | US7170811035 | Agenda | 935778451 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 2023 | Management | For | For | ||||||||
| 3. | 2023 advisory approval of executive compensation | Management | For | For | ||||||||
| 4. | Advisory vote on frequency of future advisory votes to approve executive compensation | Management | 1 Year | For | ||||||||
| 5. | Shareholder proposal regarding ratification of termination pay | Shareholder | For | Against | ||||||||
| 6. | Shareholder proposal regarding independent board chairman policy | Shareholder | Against | For | ||||||||
| 7. | Shareholder proposal regarding transfer of intellectual property to potential COVID-19 manufacturers feasibility report | Shareholder | Against | For | ||||||||
| 8. | Shareholder proposal regarding impact of extended patent exclusivities on product access report | Shareholder | For | Against | ||||||||
| 9. | Shareholder proposal regarding political contributions congruency report | Shareholder | For | Against | ||||||||
Page 19 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| ABBOTT LABORATORIES | ||||||||||||
| Security | 002824100 | Meeting Type | Annual | |||||||||
| Ticker Symbol | ABT | Meeting Date | 28-Apr-2023 | |||||||||
| ISIN | US0028241000 | Agenda | 935777865 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director: R. J. Alpern | Management | For | For | ||||||||
| 1b. | Election of Director: C. Babineaux-Fontenot | Management | For | For | ||||||||
| 1c. | Election of Director: S. E. Blount | Management | For | For | ||||||||
| 1d. | Election of Director: R. B. Ford | Management | For | For | ||||||||
| 1e. | Election of Director: P. Gonzalez | Management | For | For | ||||||||
| 1f. | Election of Director: M. A. Kumbier | Management | For | For | ||||||||
| 1g. | Election of Director: D. W. McDew | Management | For | For | ||||||||
| 1h. | Election of Director: N. McKinstry | Management | For | For | ||||||||
| 1i. | Election of Director: M. G. O’Grady | Management | For | For | ||||||||
| 1j. | Election of Director: M. F. Roman | Management | For | For | ||||||||
| 1k. | Election of Director: D. J. Starks | Management | For | For | ||||||||
| 1l. | Election of Director: J. G. Stratton | Management | 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. | Say When on Pay - An Advisory Vote on the Approval of the Frequency of Shareholder Votes on Executive Compensation | Management | 1 Year | For | ||||||||
| 5. | Shareholder Proposal - Special Shareholder Meeting Threshold | Shareholder | For | Against | ||||||||
| 6. | Shareholder Proposal - Independent Board Chairman | Shareholder | Against | For | ||||||||
| 7. | Shareholder Proposal - Lobbying Disclosure | Shareholder | For | Against | ||||||||
| 8. | Shareholder Proposal - Incentive Compensation | Shareholder | For | Against | ||||||||
| TOPBUILD CORP. | ||||||||||||
| Security | 89055F103 | Meeting Type | Annual | |||||||||
| Ticker Symbol | BLD | Meeting Date | 01-May-2023 | |||||||||
| ISIN | US89055F1030 | Agenda | 935777916 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Deirdre C. Drake | Management | For | For | ||||||||
| 1g. | Election of Director: Mark A. Petrarca | Management | For | For | ||||||||
| 1h. | Election of Director: Nancy M. Taylor | Management | For | For | ||||||||
| 2. | To ratify the Company’s appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023. | Management | For | For | ||||||||
| 3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers. | Management | For | For | ||||||||
Page 20 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| BRISTOL-MYERS SQUIBB COMPANY | ||||||||||||
| Security | 110122108 | Meeting Type | Annual | |||||||||
| Ticker Symbol | BMY | Meeting Date | 02-May-2023 | |||||||||
| ISIN | US1101221083 | Agenda | 935788286 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1A. | Election of Director: Peter J. Arduini | Management | For | For | ||||||||
| 1B. | Election of Director: Deepak L. Bhatt, M.D., M.P.H. | Management | For | For | ||||||||
| 1C. | Election of Director: Giovanni Caforio, M.D. | Management | For | For | ||||||||
| 1D. | Election of Director: Julia A. Haller, M.D. | Management | For | For | ||||||||
| 1E. | Election of Director: Manuel Hidalgo Medina, M.D., Ph.D. | Management | For | For | ||||||||
| 1F. | Election of Director: Paula A. Price | Management | For | For | ||||||||
| 1G. | Election of Director: Derica W. Rice | Management | For | For | ||||||||
| 1H. | Election of Director: Theodore R. Samuels | Management | For | For | ||||||||
| 1I. | Election of Director: Gerald L. Storch | Management | For | For | ||||||||
| 1J. | Election of Director: Karen H. Vousden, Ph.D. | Management | For | For | ||||||||
| 1K. | Election of Director: Phyllis R. Yale | Management | For | For | ||||||||
| 2. | Advisory Vote to Approve the Compensation of our Named Executive Officers. | Management | For | For | ||||||||
| 3. | Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive Officers. | Management | 1 Year | For | ||||||||
| 4. | Ratification of the Appointment of an Independent Registered Public Accounting Firm. | Management | For | For | ||||||||
| 5. | Shareholder Proposal on the Adoption of a Board Policy that the Chairperson of the Board be an Independent Director. | Shareholder | Against | For | ||||||||
| 6. | Shareholder Proposal on Workplace Non-Discrimination Audit. | Shareholder | For | Against | ||||||||
| 7. | Shareholder Proposal on Special Shareholder Meeting Improvement. | Shareholder | For | Against | ||||||||
| GENERAL DYNAMICS CORPORATION | ||||||||||||
| Security | 369550108 | Meeting Type | Annual | |||||||||
| Ticker Symbol | GD | Meeting Date | 03-May-2023 | |||||||||
| ISIN | US3695501086 | Agenda | 935781078 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director: Richard D. Clarke | Management | For | For | ||||||||
| 1b. | Election of Director: James S. Crown | Management | For | For | ||||||||
| 1c. | Election of Director: Rudy F. deLeon | Management | For | For | ||||||||
| 1d. | Election of Director: Cecil D. Haney | Management | For | For | ||||||||
| 1e. | Election of Director: Mark M. Malcolm | Management | For | For | ||||||||
| 1f. | Election of Director: James N. Mattis | Management | For | For | ||||||||
| 1g. | Election of Director: Phebe N. Novakovic | Management | For | For | ||||||||
| 1h. | Election of Director: C. Howard Nye | Management | For | For | ||||||||
| 1i. | Election of Director: Catherine B. Reynolds | Management | For | For | ||||||||
| 1j. | Election of Director: Laura J. Schumacher | Management | For | For | ||||||||
| 1k. | Election of Director: Robert K. Steel | Management | For | For | ||||||||
| 1l. | Election of Director: John G. Stratton | Management | For | For | ||||||||
| 1m. | Election of Director: Peter A. Wall | Management | For | For | ||||||||
| 2. | Vote to Approve Amendment to Delaware Charter to Limit Liability of Officers as Permitted by Law | Management | For | For | ||||||||
| 3. | Advisory Vote on the Selection of Independent Auditors | Management | For | For | ||||||||
| 4. | Advisory Vote to Approve Executive Compensation | Management | For | For | ||||||||
| 5. | Advisory Vote on the Frequency of Future Executive Compensation Advisory Votes | Management | 1 Year | For | ||||||||
| 6. | Shareholder Proposal - Human Rights Impact Assessment | Shareholder | For | Against | ||||||||
| 7. | Shareholder Proposal - Independent Board Chairman | Shareholder | Against | For | ||||||||
Page 21 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| GENERAL ELECTRIC COMPANY | ||||||||||||
| Security | 369604301 | Meeting Type | Annual | |||||||||
| Ticker Symbol | GE | Meeting Date | 03-May-2023 | |||||||||
| ISIN | US3696043013 | Agenda | 935786408 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director: Stephen Angel | Management | For | For | ||||||||
| 1b. | Election of Director: Sébastien Bazin | Management | For | For | ||||||||
| 1c. | Election of Director: H. Lawrence Culp, Jr. | Management | For | For | ||||||||
| 1d. | Election of Director: Edward Garden | Management | For | For | ||||||||
| 1e. | Election of Director: Isabella Goren | Management | For | For | ||||||||
| 1f. | Election of Director: Thomas Horton | Management | For | For | ||||||||
| 1g. | Election of Director: Catherine Lesjak | Management | For | For | ||||||||
| 1h. | Election of Director: Darren McDew | Management | For | For | ||||||||
| 1i. | Election of Director: Paula Rosput Reynolds | Management | For | For | ||||||||
| 1j. | Election of Director: Jessica Uhl | Management | For | For | ||||||||
| 2. | Advisory Approval of Our Named Executives’ Compensation. | Management | For | For | ||||||||
| 3. | Advisory Vote on the Frequency of Future Advisory Votes to Approve Our Named Executives’ Compensation. | Management | 1 Year | For | ||||||||
| 4. | Ratification of Deloitte as Independent Auditor for 2023. | Management | For | For | ||||||||
| 5. | Independent Board Chairman. | Shareholder | Against | For | ||||||||
| 6. | Sale of the Company. | Shareholder | For | Against | ||||||||
| 7. | Fiduciary Carbon-Emission Relevance Report. | Shareholder | Against | For | ||||||||
| 8. | Assess Energy-Related Asset Resilience. | Shareholder | For | Against | ||||||||
| ABBVIE INC. | ||||||||||||
| Security | 00287Y109 | Meeting Type | Annual | |||||||||
| Ticker Symbol | ABBV | Meeting Date | 05-May-2023 | |||||||||
| ISIN | US00287Y1091 | Agenda | 935786484 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Class II Director: Robert J. Alpern | Management | For | For | ||||||||
| 1b. | Election of Class II Director: Melody B. Meyer | Management | For | For | ||||||||
| 1c. | Election of Class II Director: Frederick H. Waddell | Management | For | For | ||||||||
| 2. | Ratification of Ernst & Young LLP as AbbVie’s independent registered public accounting firm for 2023. | Management | For | For | ||||||||
| 3. | Say on Pay - An advisory vote on the approval of executive compensation. | Management | For | For | ||||||||
| 4. | Approval of a management proposal regarding amendment of the certificate of incorporation to eliminate supermajority voting. | Management | For | For | ||||||||
| 5. | Stockholder Proposal - to Implement Simple Majority Vote. | Shareholder | For | Against | ||||||||
| 6. | Stockholder Proposal - to Issue an Annual Report on Political Spending. | Shareholder | For | Against | ||||||||
| 7. | Stockholder Proposal - to Issue an Annual Report on Lobbying. | Shareholder | For | Against | ||||||||
| 8. | Stockholder Proposal - to Issue a Report on Patent Process. | Shareholder | For | Against | ||||||||
Page 22 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| PARAMOUNT GLOBAL | ||||||||||||
| Security | 92556H206 | Meeting Type | Annual | |||||||||
| Ticker Symbol | PARA | Meeting Date | 08-May-2023 | |||||||||
| ISIN | US92556H2067 | Agenda | 935791372 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1. | Non-Voting agenda | Management | For | N/A | ||||||||
| WARNER BROS. DISCOVERY, INC. | ||||||||||||
| Security | 934423104 | Meeting Type | Annual | |||||||||
| Ticker Symbol | WBD | Meeting Date | 08-May-2023 | |||||||||
| ISIN | US9344231041 | Agenda | 935792451 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1. | DIRECTOR | Management | ||||||||||
| 1 | Li Haslett Chen | For | For | |||||||||
| 2 | Kenneth W. Lowe | For | For | |||||||||
| 3 | Paula A. Price | For | For | |||||||||
| 4 | David M. Zaslav | For | For | |||||||||
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as Warner Bros. Discovery, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | ||||||||
| 3. | To vote on an advisory resolution to approve the 2022 compensation of Warner Bros. Discovery, Inc.’s named executive officers, commonly referred to as a “Say-on- Pay” vote. | Management | Against | Against | ||||||||
| 4. | To vote on an advisory resolution to approve the frequency of future “Say-on-Pay” votes. | Management | 1 Year | For | ||||||||
| 5. | To vote on a stockholder proposal regarding simple majority vote, if properly presented. | Shareholder | For | Against | ||||||||
| 6. | To vote on a stockholder proposal regarding political disclosure, if properly presented. | Shareholder | For | Against | ||||||||
Page 23 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| LKQ CORPORATION | ||||||||||||
| Security | 501889208 | Meeting Type | Annual | |||||||||
| Ticker Symbol | LKQ | Meeting Date | 09-May-2023 | |||||||||
| ISIN | US5018892084 | Agenda | 935790433 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director: Patrick Berard | Management | For | For | ||||||||
| 1b. | Election of Director: Meg A. Divitto | Management | For | For | ||||||||
| 1c. | Election of Director: Joseph M. Holsten | Management | For | For | ||||||||
| 1d. | Election of Director: Blythe J. McGarvie | Management | For | For | ||||||||
| 1e. | Election of Director: John W. Mendel | Management | For | For | ||||||||
| 1f. | Election of Director: Jody G. Miller | Management | For | For | ||||||||
| 1g. | Election of Director: Guhan Subramanian | Management | For | For | ||||||||
| 1h. | Election of Director: Xavier Urbain | Management | For | For | ||||||||
| 1i. | Election of Director: Dominick Zarcone | Management | For | For | ||||||||
| 2. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023. | Management | For | For | ||||||||
| 3. | Approval, on an advisory basis, of the compensation of our named executive officers. | Management | For | For | ||||||||
| 4. | Advisory vote on the frequency of holding an advisory vote on executive compensation. | Management | 1 Year | For | ||||||||
| CALIX, INC. | ||||||||||||
| Security | 13100M509 | Meeting Type | Annual | |||||||||
| Ticker Symbol | CALX | Meeting Date | 11-May-2023 | |||||||||
| ISIN | US13100M5094 | Agenda | 935788933 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1. | DIRECTOR | Management | ||||||||||
| 1 | Kathleen Crusco | For | For | |||||||||
| 2 | Carl Russo | For | For | |||||||||
| 2. | To approve the Calix, Inc. Third Amended and Restated 2019 Equity Incentive Award Plan. | Management | For | For | ||||||||
| 3. | To approve the Calix, Inc. Third Amended and Restated 2017 Nonqualified Employee Stock Purchase Plan. | Management | For | For | ||||||||
| 4. | To approve, on a non-binding, advisory basis, Calix’s named executive officer compensation. | Management | Against | Against | ||||||||
| 5. | To approve, on a non-binding, advisory basis, the frequency of future advisory votes to approve the compensation of Calix’s named executive officers. | Management | 1 Year | For | ||||||||
| 6. | To ratify the selection of KPMG LLP as Calix’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | ||||||||
Page 24 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| DISCOVER FINANCIAL SERVICES | ||||||||||||
| Security | 254709108 | Meeting Type | Annual | |||||||||
| Ticker Symbol | DFS | Meeting Date | 11-May-2023 | |||||||||
| ISIN | US2547091080 | Agenda | 935796322 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1A | Election of Directors: Jeffrey S. Aronin | Management | For | For | ||||||||
| 1B | Election of Directors: Mary K. Bush | Management | For | For | ||||||||
| 1C | Election of Directors: Gregory C. Case | Management | For | For | ||||||||
| 1D | Election of Directors: Candace H. Duncan | Management | For | For | ||||||||
| 1E | Election of Directors: Joseph F. Eazor | Management | For | For | ||||||||
| 1F | Election of Directors: Roger C. Hochschild | Management | For | For | ||||||||
| 1G | Election of Directors: Thomas G. Maheras | Management | For | For | ||||||||
| 1H | Election of Directors: John B. Owen | Management | For | For | ||||||||
| 1I | Election of Directors: David L. Rawlinson II | Management | For | For | ||||||||
| 1J | Election of Directors: Beverley A. Sibblies | Management | For | For | ||||||||
| 1K | Election of Directors: Mark A. Thierer | Management | For | For | ||||||||
| 1L | Election of Directors: Jennifer L. Wong | Management | For | For | ||||||||
| 2 | Advisory vote to approve named executive officer compensation: | Management | For | For | ||||||||
| 3 | Advisory vote on the frequency of future advisory votes on named executive officer compensation: | Management | 1 Year | For | ||||||||
| 4 | To approve the Discover Financial Services 2023 Omnibus Incentive Plan: | Management | For | For | ||||||||
| 5 | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm: | Management | For | For | ||||||||
| LAS VEGAS SANDS CORP. | ||||||||||||
| Security | 517834107 | Meeting Type | Annual | |||||||||
| Ticker Symbol | LVS | Meeting Date | 11-May-2023 | |||||||||
| ISIN | US5178341070 | Agenda | 935799479 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1. | DIRECTOR | Management | ||||||||||
| 1 | Robert G. Goldstein | For | For | |||||||||
| 2 | Patrick Dumont | For | For | |||||||||
| 3 | Irwin Chafetz | For | For | |||||||||
| 4 | Micheline Chau | For | For | |||||||||
| 5 | Charles D. Forman | For | For | |||||||||
| 6 | Nora M. Jordan | For | For | |||||||||
| 7 | Lewis Kramer | For | For | |||||||||
| 8 | David F. Levi | For | For | |||||||||
| 2. | Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. | Management | For | For | ||||||||
| 3. | An advisory (non-binding) vote to approve the compensation of the named executive officers. | Management | Against | Against | ||||||||
| 4. | An advisory (non-binding) vote on how frequently stockholders should vote to approve the compensation of the named executive officers. | Management | 1 Year | For | ||||||||
| 5. | Shareholder proposal to require the Company to include in its proxy statement each director/nominee’s self identified gender and race/ethnicity, as well as certain skills and attributes, if properly presented at the meeting. | Shareholder | For | Against | ||||||||
Page 25 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| CHENIERE ENERGY, INC. | ||||||||||||
| Security | 16411R208 | Meeting Type | Annual | |||||||||
| Ticker Symbol | LNG | Meeting Date | 11-May-2023 | |||||||||
| ISIN | US16411R2085 | Agenda | 935825969 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Patricia K. Collawn | Management | For | For | ||||||||
| 1d. | Election of Director: Brian E. Edwards | Management | For | For | ||||||||
| 1e. | Election of Director: Denise Gray | Management | For | For | ||||||||
| 1f. | Election of Director: Lorraine Mitchelmore | Management | For | For | ||||||||
| 1g. | Election of Director: Donald F. Robillard, Jr | Management | For | For | ||||||||
| 1h. | Election of Director: Matthew Runkle | Management | For | For | ||||||||
| 1i. | Election of Director: Neal A. Shear | Management | For | For | ||||||||
| 2. | Approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers for 2022. | Management | For | For | ||||||||
| 3. | Approve, on an advisory and non-binding basis, the frequency of holding future advisory votes on the compensation of the Company’s named executive officers. | Management | 1 Year | For | ||||||||
| 4. | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2023. | Management | For | For | ||||||||
| 5. | Shareholder Proposal regarding climate change risk analysis. | Shareholder | Against | For | ||||||||
| JPMORGAN CHASE & CO. | ||||||||||||
| Security | 46625H100 | Meeting Type | Annual | |||||||||
| Ticker Symbol | JPM | Meeting Date | 16-May-2023 | |||||||||
| ISIN | US46625H1005 | Agenda | 935797223 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Alicia Boler Davis | Management | For | For | ||||||||
| 1f. | Election of Director: James Dimon | Management | For | For | ||||||||
| 1g. | Election of Director: Timothy P. Flynn | Management | For | For | ||||||||
| 1h. | Election of Director: Alex Gorsky | Management | For | For | ||||||||
| 1i. | Election of Director: Mellody Hobson | Management | For | For | ||||||||
| 1j. | Election of Director: Michael A. Neal | Management | For | For | ||||||||
| 1k. | Election of Director: Phebe N. Novakovic | Management | For | For | ||||||||
| 1l. | Election of Director: Virginia M. Rometty | Management | For | For | ||||||||
| 2. | Advisory resolution to approve executive compensation | Management | For | For | ||||||||
| 3. | Advisory vote on frequency of advisory resolution to approve executive compensation | Management | 1 Year | For | ||||||||
| 4. | Ratification of independent registered public accounting firm | Management | For | For | ||||||||
| 5. | Independent board chairman | Shareholder | Against | For | ||||||||
| 6. | Fossil fuel phase out | Shareholder | Against | For | ||||||||
| 7. | Amending public responsibility committee charter to include mandate to oversee animal welfare impact and risk | Shareholder | Against | For | ||||||||
| 8. | Special shareholder meeting improvement | Shareholder | For | Against | ||||||||
| 9. | Report on climate transition planning | Shareholder | Against | For | ||||||||
| 10. | Report on ensuring respect for civil liberties | Shareholder | For | Against | ||||||||
| 11. | Report analyzing the congruence of the company’s political and electioneering expenditures | Shareholder | For | Against | ||||||||
| 12. | Absolute GHG reduction goals | Shareholder | For | Against | ||||||||
Page 26 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| BREAD FINANCIAL HOLDINGS, INC. | ||||||||||||
| Security | 018581108 | Meeting Type | Annual | |||||||||
| Ticker Symbol | BFH | Meeting Date | 16-May-2023 | |||||||||
| ISIN | US0185811082 | Agenda | 935806515 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1.1 | Election of Director: Ralph J. Andretta | Management | For | For | ||||||||
| 1.2 | Election of Director: Roger H. Ballou | Management | For | For | ||||||||
| 1.3 | Election of Director: John C. Gerspach, Jr. | Management | For | For | ||||||||
| 1.4 | Election of Director: Rajesh Natarajan | Management | For | For | ||||||||
| 1.5 | Election of Director: Timothy J. Theriault | Management | For | For | ||||||||
| 1.6 | Election of Director: Laurie A. Tucker | Management | For | For | ||||||||
| 1.7 | Election of Director: Sharen J. Turney | Management | For | For | ||||||||
| 2. | Advisory Vote to Approve Executive Compensation | Management | Against | Against | ||||||||
| 3. | Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | Management | 1 Year | For | ||||||||
| 4. | Ratification of the Selection of Deloitte & Touche as the Independent Registered Public Accounting firm of Bread Financial Holdings, Inc. for 2023. | Management | For | For | ||||||||
| WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP | ||||||||||||
| Security | 929740108 | Meeting Type | Annual | |||||||||
| Ticker Symbol | WAB | Meeting Date | 17-May-2023 | |||||||||
| ISIN | US9297401088 | Agenda | 935797487 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Elect director for a term of three years expiring in 2026: Rafael Santana | Management | For | For | ||||||||
| 1b. | Elect director for a term of three years expiring in 2026: Lee C. Banks | Management | For | For | ||||||||
| 1c. | Elect director for a term of three years expiring in 2026: Byron S. Foster | Management | For | For | ||||||||
| 2. | Approve an advisory (non-binding) resolution relating to the approval of 2022 named executive officer compensation. | Management | For | For | ||||||||
| 3. | Approval for the one year term on an advisory (non-binding) vote on how often the Company should conduct a stockholder advisory vote on named executive officer compensation. | Management | 1 Year | For | ||||||||
| 4. | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2023 fiscal year. | Management | For | For | ||||||||
Page 27 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| FISERV, INC. | ||||||||||||
| Security | 337738108 | Meeting Type | Annual | |||||||||
| Ticker Symbol | FISV | Meeting Date | 17-May-2023 | |||||||||
| ISIN | US3377381088 | Agenda | 935806096 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1. | DIRECTOR | Management | ||||||||||
| 1 | Frank J. Bisignano | For | For | |||||||||
| 2 | Henrique de Castro | For | For | |||||||||
| 3 | Harry F. DiSimone | For | For | |||||||||
| 4 | Dylan G. Haggart | For | For | |||||||||
| 5 | Wafaa Mamilli | For | For | |||||||||
| 6 | Heidi G. Miller | For | For | |||||||||
| 7 | Doyle R. Simons | For | For | |||||||||
| 8 | Kevin M. Warren | For | For | |||||||||
| 2. | To approve, on an advisory basis, the compensation of the named executive officers of Fiserv, Inc. | Management | For | For | ||||||||
| 3. | Advisory vote on the frequency of advisory votes on the compensation of the named executive officers of Fiserv, Inc. | Management | 1 Year | For | ||||||||
| 4. | To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Fiserv, Inc. for 2023. | Management | For | For | ||||||||
| 5. | Shareholder proposal requesting an independent board chair policy. | Shareholder | Against | For | ||||||||
| STATE STREET CORPORATION | ||||||||||||
| Security | 857477103 | Meeting Type | Annual | |||||||||
| Ticker Symbol | STT | Meeting Date | 17-May-2023 | |||||||||
| ISIN | US8574771031 | Agenda | 935809155 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: G. Summe | Management | For | For | ||||||||
| 2. | To approve an advisory proposal on executive compensation. | Management | For | For | ||||||||
| 3. | To recommend, by advisory vote, the frequency of future advisory votes on executive compensation. | Management | 1 Year | For | ||||||||
| 4. | To approve the Amended and Restated 2017 Stock Incentive Plan. | Management | For | For | ||||||||
| 5. | To ratify the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2023. | Management | For | For | ||||||||
| 6. | Shareholder proposal relating to asset management stewardship practices, if properly presented. | Shareholder | For | Against | ||||||||
Page 28 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| CVS HEALTH CORPORATION | ||||||||||||
| Security | 126650100 | Meeting Type | Annual | |||||||||
| Ticker Symbol | CVS | Meeting Date | 18-May-2023 | |||||||||
| ISIN | US1266501006 | Agenda | 935806375 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director: Fernando Aguirre | Management | For | For | ||||||||
| 1b. | Election of Director: Jeffrey R. Balser, M.D., Ph.D. | Management | For | For | ||||||||
| 1c. | Election of Director: C. David Brown II | Management | For | For | ||||||||
| 1d. | Election of Director: Alecia A. DeCoudreaux | Management | For | For | ||||||||
| 1e. | Election of Director: Nancy-Ann M. DeParle | Management | For | For | ||||||||
| 1f. | Election of Director: Roger N. Farah | Management | For | For | ||||||||
| 1g. | Election of Director: Anne M. Finucane | Management | For | For | ||||||||
| 1h. | Election of Director: Edward J. Ludwig | Management | For | For | ||||||||
| 1i. | Election of Director: Karen S. Lynch | Management | For | For | ||||||||
| 1j. | Election of Director: Jean-Pierre Millon | Management | For | For | ||||||||
| 1k. | Election of Director: Mary L. Schapiro | Management | For | For | ||||||||
| 2. | Ratification of the Appointment of Our Independent Registered Public Accounting Firm for 2023 | Management | For | For | ||||||||
| 3. | Say on Pay, a Proposal to Approve, on an Advisory Basis, the Company’s Executive Compensation | Management | Against | Against | ||||||||
| 4. | Proposal to Recommend, on an Advisory Basis, the Frequency of Advisory Votes on Executive Compensation Votes | Management | 1 Year | For | ||||||||
| 5. | Stockholder Proposal Requesting Paid Sick Leave for All Employees | Shareholder | Against | For | ||||||||
| 6. | Stockholder Proposal for Reducing our Ownership Threshold to Request a Special Stockholder Meeting | Shareholder | For | Against | ||||||||
| 7. | Stockholder Proposal Regarding “Fair Elections” and Requiring Stockholder Approval of Certain Types of By- law Amendments | Shareholder | For | Against | ||||||||
| 8. | Stockholder Proposal Requesting a Report on a “Worker Rights Assessment” | Shareholder | For | Against | ||||||||
| 9. | Stockholder Proposal to Prevent Company Directors from Simultaneously Sitting on the Boards of Directors of Any Other Company | Shareholder | For | Against | ||||||||
| THE CHARLES SCHWAB CORPORATION | ||||||||||||
| Security | 808513105 | Meeting Type | Annual | |||||||||
| Ticker Symbol | SCHW | Meeting Date | 18-May-2023 | |||||||||
| ISIN | US8085131055 | Agenda | 935809523 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of director: Marianne C. Brown | Management | For | For | ||||||||
| 1b. | Election of director: Frank C. Herringer | Management | For | For | ||||||||
| 1c. | Election of director: Gerri K. Martin-Flickinger | Management | For | For | ||||||||
| 1d. | Election of director: Todd M. Ricketts | Management | For | For | ||||||||
| 1e. | Election of director: Carolyn Schwab-Pomerantz | Management | For | For | ||||||||
| 2. | Ratification of the selection of Deloitte & Touche LLP as independent auditors | Management | For | For | ||||||||
| 3. | Advisory vote to approve named executive officer compensation | Management | Against | Against | ||||||||
| 4. | Frequency of advisory vote on named executive officer compensation | Management | 1 Year | For | ||||||||
| 5. | Stockholder Proposal requesting pay equity disclosure | Shareholder | For | Against | ||||||||
| 6. | Stockholder Proposal requesting company report on discrimination risk oversight and impact | Shareholder | For | Against | ||||||||
Page 29 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| AMGEN INC. | ||||||||||||
| Security | 031162100 | Meeting Type | Annual | |||||||||
| Ticker Symbol | AMGN | Meeting Date | 19-May-2023 | |||||||||
| ISIN | US0311621009 | Agenda | 935805739 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director for a term of office expiring at the 2024 annual meeting: Dr. Wanda M. Austin | Management | For | For | ||||||||
| 1b. | Election of Director for a term of office expiring at the 2024 annual meeting: Mr. Robert A. Bradway | Management | For | For | ||||||||
| 1c. | Election of Director for a term of office expiring at the 2024 annual meeting: Dr. Michael V. Drake | Management | For | For | ||||||||
| 1d. | Election of Director for a term of office expiring at the 2024 annual meeting: Dr. Brian J. Druker | Management | For | For | ||||||||
| 1e. | Election of Director for a term of office expiring at the 2024 annual meeting: Mr. Robert A. Eckert | Management | For | For | ||||||||
| 1f. | Election of Director for a term of office expiring at the 2024 annual meeting: Mr. Greg C. Garland | Management | For | For | ||||||||
| 1g. | Election of Director for a term of office expiring at the 2024 annual meeting: Mr. Charles M. Holley, Jr. | Management | For | For | ||||||||
| 1h. | Election of Director for a term of office expiring at the 2024 annual meeting: Dr. S. Omar Ishrak | Management | For | For | ||||||||
| 1i. | Election of Director for a term of office expiring at the 2024 annual meeting: Dr. Tyler Jacks | Management | For | For | ||||||||
| 1j. | Election of Director for a term of office expiring at the 2024 annual meeting: Ms. Ellen J. Kullman | Management | For | For | ||||||||
| 1k. | Election of Director for a term of office expiring at the 2024 annual meeting: Ms. Amy E. Miles | Management | For | For | ||||||||
| 1l. | Election of Director for a term of office expiring at the 2024 annual meeting: Dr. Ronald D. Sugar | Management | For | For | ||||||||
| 1m. | Election of Director for a term of office expiring at the 2024 annual meeting: Dr. R. Sanders Williams | Management | For | For | ||||||||
| 2. | Advisory vote on the frequency of future stockholder advisory votes to approve executive compensation. | Management | 1 Year | For | ||||||||
| 3. | Advisory vote to approve our executive compensation. | Management | For | For | ||||||||
| 4. | To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2023. | Management | For | For | ||||||||
| INTERCONTINENTAL EXCHANGE, INC. | ||||||||||||
| Security | 45866F104 | Meeting Type | Annual | |||||||||
| Ticker Symbol | ICE | Meeting Date | 19-May-2023 | |||||||||
| ISIN | US45866F1049 | Agenda | 935812621 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director for terms expiring in 2024: Hon. Sharon Y. Bowen | Management | For | For | ||||||||
| 1b. | Election of Director for terms expiring in 2024: Shantella E. Cooper | Management | For | For | ||||||||
| 1c. | Election of Director for terms expiring in 2024: Duriya M. Farooqui | Management | For | For | ||||||||
| 1d. | Election of Director for terms expiring in 2024: The Rt. Hon. the Lord Hague of Richmond | Management | For | For | ||||||||
| 1e. | Election of Director for terms expiring in 2024: Mark F. Mulhern | Management | For | For | ||||||||
| 1f. | Election of Director for terms expiring in 2024: Thomas E. Noonan | Management | For | For | ||||||||
| 1g. | Election of Director for terms expiring in 2024: Caroline L. Silver | Management | For | For | ||||||||
| 1h. | Election of Director for terms expiring in 2024: Jeffrey C. Sprecher | Management | For | For | ||||||||
| 1i. | Election of Director for terms expiring in 2024: Judith A. Sprieser | Management | For | For | ||||||||
| 1j. | Election of Director for terms expiring in 2024: Martha A. Tirinnanzi | Management | For | For | ||||||||
| 2. | To approve, by non-binding vote, the advisory resolution on executive compensation for named executive officers. | Management | For | For | ||||||||
| 3. | To approve, by non-binding vote, the advisory resolution to approve the frequency of future advisory votes on executive compensation. | Management | 1 Year | For | ||||||||
| 4. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | ||||||||
| 5. | A stockholder proposal regarding special stockholder meeting improvement, if properly presented at the Annual Meeting. | Shareholder | For | Against | ||||||||
Page 30 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| GE HEALTHCARE TECHNOLOGIES INC. | ||||||||||||
| Security | 36266G107 | Meeting Type | Annual | |||||||||
| Ticker Symbol | GEHC | Meeting Date | 23-May-2023 | |||||||||
| ISIN | US36266G1076 | Agenda | 935805878 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director: Peter J. Arduini | Management | For | For | ||||||||
| 1b. | Election of Director: H. Lawrence Culp, Jr. | Management | For | For | ||||||||
| 1c. | Election of Director: Rodney F. Hochman | Management | For | For | ||||||||
| 1d. | Election of Director: Lloyd W. Howell, Jr. | Management | For | For | ||||||||
| 1e. | Election of Director: Risa Lavizzo-Mourey | Management | For | For | ||||||||
| 1f. | Election of Director: Catherine Lesjak | Management | For | For | ||||||||
| 1g. | Election of Director: Anne T. Madden | Management | For | For | ||||||||
| 1h. | Election of Director: Tomislav Mihaljevic | Management | For | For | ||||||||
| 1i. | Election of Director: William J. Stromberg | Management | For | For | ||||||||
| 1j. | Election of Director: Phoebe L. Yang | Management | For | For | ||||||||
| 2. | Approve our named executive officers’ compensation in an advisory vote. | Management | For | For | ||||||||
| 3. | Approve the frequency of future advisory votes on named executive officers’ compensation in an advisory vote. | Management | 1 Year | For | ||||||||
| 4. | Ratify the appointment of Deloitte & Touche LLP as our independent auditor for the fiscal year ending December 31, 2023. | Management | For | For | ||||||||
| MERCK & CO., INC. | ||||||||||||
| Security | 58933Y105 | Meeting Type | Annual | |||||||||
| Ticker Symbol | MRK | Meeting Date | 23-May-2023 | |||||||||
| ISIN | US58933Y1055 | Agenda | 935809080 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Thomas H. Glocer | Management | For | For | ||||||||
| 1f. | Election of Director: Risa J. Lavizzo-Mourey, M.D. | Management | For | For | ||||||||
| 1g. | Election of Director: Stephen L. Mayo, Ph.D. | Management | For | For | ||||||||
| 1h. | Election of Director: Paul B. Rothman, M.D. | Management | For | For | ||||||||
| 1i. | Election of Director: Patricia F. Russo | Management | For | For | ||||||||
| 1j. | Election of Director: Christine E. Seidman, M.D. | Management | For | For | ||||||||
| 1k. | Election of Director: Inge G. Thulin | Management | For | For | ||||||||
| 1l. | Election of Director: Kathy J. Warden | Management | For | For | ||||||||
| 1m. | Election of Director: Peter C. Wendell | Management | For | For | ||||||||
| 2. | Non-binding advisory vote to approve the compensation of our named executive officers. | Management | For | For | ||||||||
| 3. | Non-binding advisory vote to approve the frequency of future votes to approve the compensation of our named executive officers. | Management | 1 Year | For | ||||||||
| 4. | Ratification of the appointment of the Company’s independent registered public accounting firm for 2023. | Management | For | For | ||||||||
| 5. | Shareholder proposal regarding business operations in China. | Shareholder | For | Against | ||||||||
| 6. | Shareholder proposal regarding access to COVID-19 products. | Shareholder | For | Against | ||||||||
| 7. | Shareholder proposal regarding indirect political spending. | Shareholder | For | Against | ||||||||
| 8. | Shareholder proposal regarding patents and access. | Shareholder | For | Against | ||||||||
| 9. | Shareholder proposal regarding a congruency report of partnerships with globalist organizations. | Shareholder | For | Against | ||||||||
| 10. | Shareholder proposal regarding an independent board chairman. | Shareholder | Against | For | ||||||||
Page 31 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| PAYPAL HOLDINGS, INC. | ||||||||||||
| Security | 70450Y103 | Meeting Type | Annual | |||||||||
| Ticker Symbol | PYPL | Meeting Date | 24-May-2023 | |||||||||
| ISIN | US70450Y1038 | Agenda | 935821036 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 Compensation. | Management | For | For | ||||||||
| 3. | Approval of the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as Amended and Restated. | Management | For | For | ||||||||
| 4. | Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Auditor for 2023. | Management | For | For | ||||||||
| 5. | Stockholder Proposal - Provision of Services in Conflict Zones. | Shareholder | For | Against | ||||||||
| 6. | Stockholder Proposal - Reproductive Rights and Data Privacy. | Shareholder | For | Against | ||||||||
| 7. | Stockholder Proposal - PayPal Transparency Reports. | Shareholder | For | Against | ||||||||
| 8. | Stockholder Proposal - Report on Ensuring Respect for Civil Liberties. | Shareholder | For | Against | ||||||||
| 9. | Stockholder Proposal - Adopt Majority Vote Standard for Director Elections. | Shareholder | For | Against | ||||||||
| NXP SEMICONDUCTORS N.V. | ||||||||||||
| Security | N6596X109 | Meeting Type | Annual | |||||||||
| Ticker Symbol | NXPI | Meeting Date | 24-May-2023 | |||||||||
| ISIN | NL0009538784 | Agenda | 935858475 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1. | Adoption of the 2022 Statutory Annual Accounts | Management | For | For | ||||||||
| 2. | Discharge the members of the Company’s Board of Directors (the “Board”) for their responsibilities in the financial year ended December 31, 2022 | Management | For | For | ||||||||
| 3a. | Re-appoint Kurt Sievers as executive director | Management | For | For | ||||||||
| 3b. | Re-appoint Annette Clayton as non-executive director | Management | For | For | ||||||||
| 3c. | Re-appoint Anthony Foxx as non-executive director | Management | For | For | ||||||||
| 3d. | Re-appoint Chunyuan Gu as non-executive director | Management | For | For | ||||||||
| 3e. | Re-appoint Lena Olving as non-executive director | Management | For | For | ||||||||
| 3f. | Re-appoint Julie Southern as non-executive director | Management | For | For | ||||||||
| 3g. | Re-appoint Jasmin Staiblin as non-executive director | Management | For | For | ||||||||
| 3h. | Re-appoint Gregory Summe as non-executive director | Management | For | For | ||||||||
| 3i. | Re-appoint Karl-Henrik Sundström as non-executive director | Management | For | For | ||||||||
| 3j. | Appoint Moshe Gavrielov as non-executive director | Management | For | For | ||||||||
| 4. | Authorization of the Board to issue ordinary shares of the Company (“ordinary shares”) and grant rights to acquire ordinary shares | Management | For | For | ||||||||
| 5. | Authorization of the Board to restrict or exclude preemption rights accruing in connection with an issue of shares or grant of rights | Management | For | For | ||||||||
| 6. | Authorization of the Board to repurchase ordinary shares | Management | For | For | ||||||||
| 7. | Authorization of the Board to cancel ordinary shares held or to be acquired by the Company | Management | For | For | ||||||||
| 8. | Re-appointment of Ernst & Young Accountants LLP as our independent auditors for the fiscal year ending December 31, 2023 | Management | For | For | ||||||||
| 9. | Non-binding, advisory vote to approve Named Executive Officer compensation | Management | For | For | ||||||||
Page 32 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| EXXON MOBIL CORPORATION | ||||||||||||
| Security | 30231G102 | Meeting Type | Annual | |||||||||
| Ticker Symbol | XOM | Meeting Date | 31-May-2023 | |||||||||
| ISIN | US30231G1022 | Agenda | 935823977 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Gregory J. Goff | Management | For | For | ||||||||
| 1e. | Election of Director: John D. Harris II | 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: Lawrence W. Kellner | Management | For | For | ||||||||
| 1k. | Election of Director: Jeffrey W. Ubben | Management | For | For | ||||||||
| 1l. | 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. | Frequency of Advisory Vote on Executive Compensation | Management | 1 Year | For | ||||||||
| 5. | Establish a New Board Committee on Decarbonization Risk | Shareholder | For | Against | ||||||||
| 6. | Reduce Executive Stock Holding Period | Shareholder | For | Against | ||||||||
| 7. | Additional Carbon Capture and Storage and Emissions Report | Shareholder | For | Against | ||||||||
| 8. | Additional Direct Methane Measurement | Shareholder | For | Against | ||||||||
| 9. | Establish a Scope 3 Target and Reduce Hydrocarbon Sales | Shareholder | For | Against | ||||||||
| 10. | Additional Report on Worst-case Spill and Response Plans | Shareholder | For | Against | ||||||||
| 11. | GHG Reporting on Adjusted Basis | Shareholder | For | Against | ||||||||
| 12. | Report on Asset Retirement Obligations Under IEA NZE Scenario | Shareholder | For | Against | ||||||||
| 13. | Report on Plastics Under SCS Scenario | Shareholder | For | Against | ||||||||
| 14. | Litigation Disclosure Beyond Legal and Accounting Requirements | Shareholder | For | Against | ||||||||
| 15. | Tax Reporting Beyond Legal Requirements | Shareholder | For | Against | ||||||||
| 16. | Energy Transition Social Impact Report | Shareholder | For | Against | ||||||||
| 17. | Report on Commitment Against AMAP Work | Shareholder | For | Against | ||||||||
| CHEVRON CORPORATION | ||||||||||||
| Security | 166764100 | Meeting Type | Annual | |||||||||
| Ticker Symbol | CVX | Meeting Date | 31-May-2023 | |||||||||
| ISIN | US1667641005 | Agenda | 935829284 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: D. James Umpleby III | Management | For | For | ||||||||
| 1k. | Election of Director: Cynthia J. Warner | Management | For | For | ||||||||
| 1l. | Election of Director: Michael K. Wirth | Management | For | For | ||||||||
| 2. | Ratification of Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm | Management | For | For | ||||||||
| 3. | Advisory Vote to Approve Named Executive Officer Compensation | Management | For | For | ||||||||
| 4. | Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation | Management | 1 Year | For | ||||||||
| 5. | Rescind the 2021 “Reduce Scope 3 Emissions” Stockholder Proposal | Shareholder | For | Against | ||||||||
| 6. | Set a Medium-Term Scope 3 GHG Emissions Reduction Target | Shareholder | For | Against | ||||||||
| 7. | Recalculate Emissions Baseline to Exclude Emissions from Material Divestitures | Shareholder | For | Against | ||||||||
| 8. | Establish Board Committee on Decarbonization Risk | Shareholder | For | Against | ||||||||
| 9. | Report on Worker and Community Impact from Facility Closures and Energy Transitions | Shareholder | For | Against | ||||||||
| 10. | Report on Racial Equity Audit | Shareholder | For | Against | ||||||||
| 11. | Report on Tax Practices | Shareholder | For | Against | ||||||||
| 12. | Independent Chair | Shareholder | Against | For | ||||||||
Page 33 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| META PLATFORMS, INC. | ||||||||||||
| Security | 30303M102 | Meeting Type | Annual | |||||||||
| Ticker Symbol | META | Meeting Date | 31-May-2023 | |||||||||
| ISIN | US30303M1027 | Agenda | 935830960 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 Platforms, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | ||||||||
| 3. | A shareholder proposal regarding government takedown requests. | Shareholder | For | Against | ||||||||
| 4. | A shareholder proposal regarding dual class capital structure. | Shareholder | For | Against | ||||||||
| 5. | A shareholder proposal regarding human rights impact assessment of targeted advertising. | Shareholder | For | Against | ||||||||
| 6. | A shareholder proposal regarding report on lobbying disclosures. | Shareholder | For | Against | ||||||||
| 7. | A shareholder proposal regarding report on allegations of political entanglement and content management biases in India. | Shareholder | For | Against | ||||||||
| 8. | A shareholder proposal regarding report on framework to assess company lobbying alignment with climate goals. | Shareholder | Against | For | ||||||||
| 9. | A shareholder proposal regarding report on reproductive rights and data privacy. | Shareholder | For | Against | ||||||||
| 10. | A shareholder proposal regarding report on enforcement of Community Standards and user content. | Shareholder | For | Against | ||||||||
| 11. | A shareholder proposal regarding report on child safety impacts and actual harm reduction to children. | Shareholder | For | Against | ||||||||
| 12. | A shareholder proposal regarding report on pay calibration to externalized costs. | Shareholder | For | Against | ||||||||
| 13. | A shareholder proposal regarding performance review of the audit & risk oversight committee. | Shareholder | For | Against | ||||||||
| ALPHABET INC. | ||||||||||||
| Security | 02079K305 | Meeting Type | Annual | |||||||||
| Ticker Symbol | GOOGL | Meeting Date | 02-Jun-2023 | |||||||||
| ISIN | US02079K3059 | Agenda | 935830946 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: R. Martin “Marty” Chávez | Management | For | For | ||||||||
| 1g. | Election of Director: L. John Doerr | Management | For | For | ||||||||
| 1h. | Election of Director: Roger W. Ferguson Jr. | Management | For | For | ||||||||
| 1i. | Election of Director: Ann Mather | Management | For | For | ||||||||
| 1j. | Election of Director: K. Ram Shriram | Management | For | For | ||||||||
| 1k. | Election of Director: Robin L. Washington | Management | For | For | ||||||||
| 2. | Ratification of the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2023 | Management | For | For | ||||||||
| 3. | Approval of amendment and restatement of Alphabet’s Amended and Restated 2021 Stock Plan to increase the share reserve by 170,000,000 (post stock split) shares of Class C capital stock | Management | For | For | ||||||||
| 4. | Advisory vote to approve compensation awarded to named executive officers | Management | Against | Against | ||||||||
| 5. | Advisory vote on the frequency of advisory votes to approve compensation awarded to named executive officers | Management | 1 Year | Against | ||||||||
| 6. | Stockholder proposal regarding a lobbying report | Shareholder | For | Against | ||||||||
| 7. | Stockholder proposal regarding a congruency report | Shareholder | For | Against | ||||||||
| 8. | Stockholder proposal regarding a climate lobbying report | Shareholder | Against | For | ||||||||
| 9. | Stockholder proposal regarding a report on reproductive rights and data privacy | Shareholder | For | Against | ||||||||
| 10. | Stockholder proposal regarding a human rights assessment of data center siting | Shareholder | For | Against | ||||||||
| 11. | Stockholder proposal regarding a human rights assessment of targeted ad policies and practices | Shareholder | For | Against | ||||||||
| 12. | Stockholder proposal regarding algorithm disclosures | Shareholder | For | Against | ||||||||
| 13. | Stockholder proposal regarding a report on alignment of YouTube policies with legislation | Shareholder | For | Against | ||||||||
| 14. | Stockholder proposal regarding a content governance report | Shareholder | For | Against | ||||||||
| 15. | Stockholder proposal regarding a performance review of the Audit and Compliance Committee | Shareholder | For | Against | ||||||||
| 16. | Stockholder proposal regarding bylaws amendment | Shareholder | For | Against | ||||||||
| 17. | Stockholder proposal regarding “executives to retain significant stock” | Shareholder | For | Against | ||||||||
| 18. | Stockholder proposal regarding equal shareholder voting | Shareholder | For | Against | ||||||||
Page 34 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| UNITEDHEALTH GROUP INCORPORATED | ||||||||||||
| Security | 91324P102 | Meeting Type | Annual | |||||||||
| Ticker Symbol | UNH | Meeting Date | 05-Jun-2023 | |||||||||
| ISIN | US91324P1021 | Agenda | 935835237 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director: Timothy Flynn | Management | For | For | ||||||||
| 1b. | Election of Director: Paul Garcia | Management | For | For | ||||||||
| 1c. | Election of Director: Kristen Gil | Management | For | For | ||||||||
| 1d. | Election of Director: Stephen Hemsley | Management | For | For | ||||||||
| 1e. | Election of Director: Michele Hooper | Management | For | For | ||||||||
| 1f. | Election of Director: F. William McNabb III | Management | For | For | ||||||||
| 1g. | Election of Director: Valerie Montgomery Rice, M.D. | Management | For | For | ||||||||
| 1h. | Election of Director: John Noseworthy, M.D. | Management | For | For | ||||||||
| 1i. | Election of Director: Andrew Witty | Management | For | For | ||||||||
| 2. | Advisory approval of the Company’s executive compensation. | Management | For | For | ||||||||
| 3. | Advisory approval of the frequency of holding future say- on-pay votes. | Management | 1 Year | For | ||||||||
| 4. | Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2023. | Management | For | For | ||||||||
| 5. | If properly presented at the 2023 Annual Meeting of Shareholders, the shareholder proposal seeking a third- party racial equity audit. | Shareholder | For | Against | ||||||||
| 6. | If properly presented at the 2023 Annual Meeting of Shareholders, the shareholder proposal requiring a political contributions congruency report. | Shareholder | For | Against | ||||||||
| 7. | If properly presented at the 2023 Annual Meeting of Shareholders, the shareholder proposal seeking shareholder ratification of termination pay. | Shareholder | For | Against | ||||||||
| FREEPORT-MCMORAN INC. | ||||||||||||
| Security | 35671D857 | Meeting Type | Annual | |||||||||
| Ticker Symbol | FCX | Meeting Date | 06-Jun-2023 | |||||||||
| ISIN | US35671D8570 | Agenda | 935831493 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Kathleen L. Quirk | Management | For | For | ||||||||
| 1k. | Election of Director: John J. Stephens | Management | For | For | ||||||||
| 1l. | Election of Director: Frances Fragos Townsend | Management | For | For | ||||||||
| 2. | Approval, on an advisory basis, of the compensation of our named executive officers. | Management | For | For | ||||||||
| 3. | Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers. | Management | 1 Year | For | ||||||||
| 4. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023. | Management | For | For | ||||||||
Page 35 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| EXACT SCIENCES CORPORATION | ||||||||||||
| Security | 30063P105 | Meeting Type | Annual | |||||||||
| Ticker Symbol | EXAS | Meeting Date | 08-Jun-2023 | |||||||||
| ISIN | US30063P1057 | Agenda | 935836176 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Class II Director to serve for three-year term: D. Scott Coward | Management | For | For | ||||||||
| 1b. | Election of Class II Director to serve for three-year term: James Doyle | Management | For | For | ||||||||
| 1c. | Election of Class II Director to serve for three-year term: Freda Lewis-Hall | Management | For | For | ||||||||
| 1d. | Election of Class II Director to serve for three-year term: Kathleen Sebelius | Management | For | For | ||||||||
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023. | Management | For | For | ||||||||
| 3. | To approve, on an advisory basis, the compensation of our named executive officers. | Management | For | For | ||||||||
| 4. | To approve, on an advisory basis, the frequency of future advisory votes on executive compensation. | Management | 1 Year | For | ||||||||
| 5. | To approve an Amendment to our Sixth Amended and Restated Certificate of Incorporation to declassify our Board of Directors. | Management | For | For | ||||||||
| 6. | To approve Amendment No. 2 to the Exact Sciences Corporation 2019 Omnibus Long-Term Incentive Plan. | Management | For | For | ||||||||
| TARGET CORPORATION | ||||||||||||
| Security | 87612E106 | Meeting Type | Annual | |||||||||
| Ticker Symbol | TGT | Meeting Date | 14-Jun-2023 | |||||||||
| ISIN | US87612E1064 | Agenda | 935847220 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Donald R. Knauss | Management | For | For | ||||||||
| 1h. | Election of Director: Christine A. Leahy | Management | For | For | ||||||||
| 1i. | Election of Director: Monica C. Lozano | Management | For | For | ||||||||
| 1j. | Election of Director: Grace Puma | 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 & Young LLP as our independent registered public accounting firm. | Management | For | For | ||||||||
| 3. | Company proposal to approve, on an advisory basis, our executive compensation (Say on Pay). | Management | For | For | ||||||||
| 4. | Company proposal to approve, on an advisory basis, the frequency of our Say on Pay votes (Say on Pay Vote Frequency). | Management | 1 Year | For | ||||||||
| 5. | Shareholder proposal to adopt a policy for an independent chairman. | Shareholder | Against | For | ||||||||
Page 36 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| MARVELL TECHNOLOGY, INC. | ||||||||||||
| Security | 573874104 | Meeting Type | Annual | |||||||||
| Ticker Symbol | MRVL | Meeting Date | 16-Jun-2023 | |||||||||
| ISIN | US5738741041 | Agenda | 935858463 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Rebecca W. House | Management | For | For | ||||||||
| 1e. | Election of Director: Marachel L. Knight | Management | For | For | ||||||||
| 1f. | Election of Director: Matthew J. Murphy | Management | For | For | ||||||||
| 1g. | Election of Director: Michael G. Strachan | Management | For | For | ||||||||
| 1h. | Election of Director: Robert E. Switz | Management | For | For | ||||||||
| 1i. | Election of Director: Ford Tamer | Management | For | For | ||||||||
| 2. | An advisory (non-binding) vote to approve compensation of our named executive officers. | Management | For | For | ||||||||
| 3. | To conduct an advisory (non-binding) vote on the frequency of holding an advisory shareholder vote on executive compensation. | Management | 1 Year | For | ||||||||
| 4. | To ratify the appointment of Deloitte and Touche LLP as our independent registered public accounting firm for the fiscal year ending February 3, 2024. | Management | For | For | ||||||||
| ACTIVISION BLIZZARD, INC. | ||||||||||||
| Security | 00507V109 | Meeting Type | Annual | |||||||||
| Ticker Symbol | ATVI | Meeting Date | 21-Jun-2023 | |||||||||
| ISIN | US00507V1098 | Agenda | 935851762 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Barry Meyer | Management | For | For | ||||||||
| 1g. | Election of Director: Robert Morgado | Management | For | For | ||||||||
| 1h. | Election of Director: Peter Nolan | Management | For | For | ||||||||
| 1i. | Election of Director: Dawn Ostroff | Management | For | For | ||||||||
| 2. | Advisory vote to approve our executive compensation. | Management | For | For | ||||||||
| 3. | Advisory vote on frequency of future advisory votes to approve our executive compensation. | Management | 1 Year | For | ||||||||
| 4. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. | Management | For | For | ||||||||
| 5. | Shareholder proposal regarding shareholder ratification of termination pay. | Shareholder | For | Against | ||||||||
| 6. | Shareholder proposal regarding adoption of a freedom of association and collective bargaining policy. | Shareholder | For | Against | ||||||||
| 7. | Withdrawn by proponent | Shareholder | For | Against | ||||||||
Page 37 of 87
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| CROWDSTRIKE HOLDINGS, INC. | ||||||||||||
| Security | 22788C105 | Meeting Type | Annual | |||||||||
| Ticker Symbol | CRWD | Meeting Date | 21-Jun-2023 | |||||||||
| ISIN | US22788C1053 | Agenda | 935859112 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1. | DIRECTOR | Management | ||||||||||
| 1 | Johanna Flower | For | For | |||||||||
| 2 | Denis J. O’Leary | For | For | |||||||||
| 3 | Godfrey R. Sullivan | For | For | |||||||||
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as CrowdStrike’s independent registered public accounting firm for its fiscal year ending January 31, 2024. | Management | For | For | ||||||||
| EBAY INC. | ||||||||||||
| Security | 278642103 | Meeting Type | Annual | |||||||||
| Ticker Symbol | EBAY | Meeting Date | 21-Jun-2023 | |||||||||
| ISIN | US2786421030 | Agenda | 935860595 - Management | |||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
| 1a. | Election of Director: Adriane M. Brown | Management | For | For | ||||||||
| 1b. | Election of Director: Aparna Chennapragada | Management | For | For | ||||||||
| 1c. | Election of Director: Logan D. Green | Management | For | For | ||||||||
| 1d. | Election of Director: E. Carol Hayles | Management | For | For | ||||||||
| 1e. | Election of Director: Jamie Iannone | Management | For | For | ||||||||
| 1f. | Election of Director: Shripriya Mahesh | Management | For | For | ||||||||
| 1g. | Election of Director: Paul S. Pressler | Management | For | For | ||||||||
| 1h. | Election of Director: Mohak Shroff | 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 compensation. | Management | For | For | ||||||||
| 4. | Say-on-Pay Frequency Vote. | Management | 1 Year | For | ||||||||
| 5. | Approval of the Amendment and Restatement of the eBay Equity Incentive Award Plan. | Management | For | For | ||||||||
| 6. | Amendment to the Certificate of Incorporation. | Management | For | For | ||||||||
| 7. | Special Shareholder Meeting, if properly presented. | Shareholder | For | Against | ||||||||
Page 38 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| STEELCASE INC. | |||||||||
| Security | 858155203 | Meeting Type | Annual | ||||||
| Ticker Symbol | SCS | Meeting Date | 13-Jul-2022 | ||||||
| ISIN | US8581552036 | Agenda | 935660286 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Todd P. Kelsey | Management | For | For | |||||
| 1e. | Election of Director: Jennifer C. Niemann | Management | For | For | |||||
| 1f. | Election of Director: Robert C. Pew III | Management | For | For | |||||
| 1g. | Election of Director: Cathy D. Ross | Management | For | For | |||||
| 1h. | Election of Director: Catherine C. B. Schmelter | Management | For | For | |||||
| 1i. | Election of Director: Peter M. Wege II | Management | For | For | |||||
| 1j. | Election of Director: Linda K. Williams | Management | For | For | |||||
| 1k. | Election of Director: Kate Pew Wolters | Management | For | For | |||||
| 2. | Advisory vote to approve named executive officer compensation | Management | For | For | |||||
| 3. | Ratification of independent registered public accounting firm | Management | For | For | |||||
| BED BATH & BEYOND INC. | |||||||||
| Security | 075896100 | Meeting Type | Annual | ||||||
| Ticker Symbol | BBBY | Meeting Date | 14-Jul-2022 | ||||||
| ISIN | US0758961009 | Agenda | 935665096 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director to serve until the Annual Meeting in 2023: Harriet Edelman | Management | For | For | |||||
| 1b. | Election of Director to serve until the Annual Meeting in 2023: Mark J. Tritton | Management | For | For | |||||
| 1c. | Election of Director to serve until the Annual Meeting in 2023: Marjorie Bowen | Management | For | For | |||||
| 1d. | Election of Director to serve until the Annual Meeting in 2023: Sue E. Gove | Management | For | For | |||||
| 1e. | Election of Director to serve until the Annual Meeting in 2023: Jeffrey A. Kirwan | Management | For | For | |||||
| 1f. | Election of Director to serve until the Annual Meeting in 2023: Shelly Lombard | Management | For | For | |||||
| 1g. | Election of Director to serve until the Annual Meeting in 2023: Benjamin Rosenzweig | Management | For | For | |||||
| 1h. | Election of Director to serve until the Annual Meeting in 2023: Joshua E. Schechter | Management | For | For | |||||
| 1i. | Election of Director to serve until the Annual Meeting in 2023: Minesh Shah | Management | For | For | |||||
| 1j. | Election of Director to serve until the Annual Meeting in 2023: Andrea M. Weiss | Management | For | For | |||||
| 1k. | Election of Director to serve until the Annual Meeting in 2023: Ann Yerger | Management | For | For | |||||
| 2. | To ratify the appointment of KPMG LLP as independent auditors for the 2022 fiscal year. | Management | For | For | |||||
| 3. | To approve, by non-binding vote, the 2021 compensation paid to the Company’s Named Executive Officers (commonly known as a “say-on-pay” proposal). | Management | For | For | |||||
Page 39 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| MCKESSON CORPORATION | |||||||||
| Security | 58155Q103 | Meeting Type | Annual | ||||||
| Ticker Symbol | MCK | Meeting Date | 22-Jul-2022 | ||||||
| ISIN | US58155Q1031 | Agenda | 935672027 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director for a one-year term: Richard H. Carmona, M.D. | Management | For | For | |||||
| 1b. | Election of Director for a one-year term: Dominic J. Caruso | Management | For | For | |||||
| 1c. | Election of Director for a one-year term: W. Roy Dunbar | Management | For | For | |||||
| 1d. | Election of Director for a one-year term: James H. Hinton | Management | For | For | |||||
| 1e. | Election of Director for a one-year term: Donald R. Knauss | Management | For | For | |||||
| 1f. | Election of Director for a one-year term: Bradley E. Lerman | Management | For | For | |||||
| 1g. | Election of Director for a one-year term: Linda P. Mantia | Management | For | For | |||||
| 1h. | Election of Director for a one-year term: Maria Martinez | Management | For | For | |||||
| 1i. | Election of Director for a one-year term: Susan R. Salka | Management | For | For | |||||
| 1j. | Election of Director for a one-year term: Brian S. Tyler | Management | For | For | |||||
| 1k. | Election of Director for a one-year term: Kathleen Wilson- Thompson | Management | For | For | |||||
| 2. | Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2023. | Management | For | For | |||||
| 3. | Advisory vote on executive compensation. | Management | For | For | |||||
| 4. | Approval of our 2022 Stock Plan. | Management | For | For | |||||
| 5. | Approval of Amendment to our 2000 Employee Stock Purchase Plan. | Management | For | For | |||||
| 6. | Shareholder Proposal on Special Shareholder Meeting Improvement. | Shareholder | For | Against | |||||
| 7. | Shareholder Proposal on Transparency in Rule 10b5-1 Trading Policy. | Shareholder | For | Against | |||||
| JAZZ PHARMACEUTICALS PLC | |||||||||
| Security | G50871105 | Meeting Type | Annual | ||||||
| Ticker Symbol | JAZZ | Meeting Date | 28-Jul-2022 | ||||||
| ISIN | IE00B4Q5ZN47 | Agenda | 935674069 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director to hold office until the 2025 Annual General Meeting: Jennifer E. Cook | Management | For | For | |||||
| 1b. | Election of Director to hold office until the 2025 Annual General Meeting: Patrick G. Enright | Management | For | For | |||||
| 1c. | Election of Director to hold office until the 2025 Annual General Meeting: Seamus Mulligan | Management | For | For | |||||
| 1d. | Election of Director to hold office until the 2025 Annual General Meeting: Norbert G. Riedel, Ph.D. | Management | For | For | |||||
| 2. | To ratify, on a non-binding advisory basis, the appointment of KPMG as the independent auditors of Jazz Pharmaceuticals plc for the fiscal year ending December 31, 2022 and to authorize, in a binding vote, the Board of Directors, acting through the audit committee, to determine KPMG’s remuneration. | Management | For | For | |||||
| 3. | To approve, on a non-binding advisory basis, the compensation of Jazz Pharmaceuticals plc’s named executive officers as disclosed in the proxy statement. | Management | For | For | |||||
| 4. | To grant the Board of Directors authority under Irish law to allot and issue ordinary shares for cash without first offering those ordinary shares to existing shareholders pursuant to the statutory pre-emption right that would otherwise apply. | Management | For | For | |||||
| 5. | To approve any motion to adjourn the Annual 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 Annual General Meeting to approve Proposal 4. | Management | For | For | |||||
Page 40 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| KORNIT DIGITAL LTD. | |||||||||
| Security | M6372Q113 | Meeting Type | Annual | ||||||
| Ticker Symbol | KRNT | Meeting Date | 11-Aug-2022 | ||||||
| ISIN | IL0011216723 | Agenda | 935689147 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Re-election/ initial election of Class I Director for a three- year term until the Company’s annual general meeting of shareholders in 2025: Mr. Yehoshua (Shuki) Nir | Management | For | For | |||||
| 1b. | Re-election/ initial election of Class I Director for a three- year term until the Company’s annual general meeting of shareholders in 2025: Mr. Dov Ofer | Management | For | For | |||||
| 1c. | Re-election/ initial election of Class I Director for a three- year term until the Company’s annual general meeting of shareholders in 2025: Mr. Jae Hyun (Jay) Lee | Management | For | For | |||||
| 2. | Re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst& Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2022 and until the Company’s 2023 annual general meeting of shareholders, and authorization of the Company’s board of directors (with power of delegation to the audit committee thereof) to fix such accounting firm’s annual compensation | Management | For | For | |||||
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | |||||||||
| Security | 874054109 | Meeting Type | Annual | ||||||
| Ticker Symbol | TTWO | Meeting Date | 16-Sep-2022 | ||||||
| ISIN | US8740541094 | Agenda | 935695366 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 | |||||
| 1i. | Election of Director: William “Bing” Gordon | Management | For | For | |||||
| 1j. | Election of Director: Ellen Siminoff | Management | For | For | |||||
| 2. | Approval, on a non-binding advisory basis, of the compensation of the Company’s “named executive officers” as disclosed in the Proxy Statement. | Management | For | For | |||||
| 3. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023. | Management | For | For | |||||
Page 41 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| BLACK KNIGHT, INC. | |||||||||
| Security | 09215C105 | Meeting Type | Special | ||||||
| Ticker Symbol | BKI | Meeting Date | 21-Sep-2022 | ||||||
| ISIN | US09215C1053 | Agenda | 935702882 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | Proposal to approve and adopt the Agreement and Plan of Merger, dated as of May 4, 2022, among Intercontinental Exchange, Inc., Sand Merger Sub Corporation and Black Knight (as amended from time to time) (the “merger proposal”). | Management | For | For | |||||
| 2. | Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Black Knight’s named executive officers that is based on or otherwise relates to the merger (the “compensation proposal”). | Management | Against | Against | |||||
| 3. | Proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the merger proposal or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to holders of Black Knight common stock (the “adjournment proposal”). | Management | For | For | |||||
| HANGER, INC. | |||||||||
| Security | 41043F208 | Meeting Type | Special | ||||||
| Ticker Symbol | HNGR | Meeting Date | 30-Sep-2022 | ||||||
| ISIN | US41043F2083 | Agenda | 935705648 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | To adopt and approve the Agreement and Plan of Merger, dated July 21, 2022 (as it may be amended or restated from time to time, the “Merger Agreement”), by and among Hero Parent, Inc., Hero Merger Sub, Inc. and Hanger, Inc., and the transactions contemplated thereby, including the merger. | Management | For | For | |||||
| 2. | To approve the adjournment of the special meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the merger, at the time of the special meeting. | Management | For | For | |||||
| 3. | To approve, on a non-binding, advisory basis, certain compensation that will or may become payable by Hanger to its named executive officers in connection with the merger. | Management | For | For | |||||
Page 42 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| VIAVI SOLUTIONS INC. | |||||||||
| Security | 925550105 | Meeting Type | Annual | ||||||
| Ticker Symbol | VIAV | Meeting Date | 09-Nov-2022 | ||||||
| ISIN | US9255501051 | Agenda | 935715536 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1.1 | Election of Director: Richard E. Belluzzo | Management | For | For | |||||
| 1.2 | Election of Director: Keith Barnes | Management | For | For | |||||
| 1.3 | Election of Director: Laura Black | Management | For | For | |||||
| 1.4 | Election of Director: Tor Braham | Management | For | For | |||||
| 1.5 | Election of Director: Timothy Campos | Management | For | For | |||||
| 1.6 | Election of Director: Donald Colvin | Management | For | For | |||||
| 1.7 | Election of Director: Masood A. Jabbar | Management | For | For | |||||
| 1.8 | Election of Director: Oleg Khaykin | Management | For | For | |||||
| 1.9 | Election of Director: Joanne Solomon | Management | For | For | |||||
| 2. | Ratification of the Appointment of PricewaterhouseCoopers LLP as Viavi’s independent registered public accounting firm for fiscal year 2023 | Management | For | For | |||||
| 3. | Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers | Management | For | For | |||||
| LUMENTUM HOLDINGS INC. | |||||||||
| Security | 55024U109 | Meeting Type | Annual | ||||||
| Ticker Symbol | LITE | Meeting Date | 16-Nov-2022 | ||||||
| ISIN | US55024U1097 | Agenda | 935715194 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 compensation of our named executive officers. | Management | For | For | |||||
| 3. | To approve the Amended and Restated 2015 Equity Incentive Plan. | Management | For | For | |||||
| 4. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending July 1, 2023. | Management | For | For | |||||
Page 43 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| COHERENT CORP. | |||||||||
| Security | 19247G107 | Meeting Type | Annual | ||||||
| Ticker Symbol | COHR | Meeting Date | 16-Nov-2022 | ||||||
| ISIN | US19247G1076 | Agenda | 935717352 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Class Two Director for a three-year term to expire at the 2025 Annual Meeting: Enrico Digirolamo | Management | For | For | |||||
| 1b. | Election of Class Two Director for a three-year term to expire at the 2025 Annual Meeting: David L. Motley | Management | For | For | |||||
| 1c. | Election of Class Two Director for a three-year term to expire at the 2025 Annual Meeting: Shaker Sadasivam | Management | For | For | |||||
| 1d. | Election of Class Two Director for a three-year term to expire at the 2025 Annual Meeting: Lisa Neal-Graves | Management | For | For | |||||
| 2. | Non-binding advisory vote to approve compensation paid to named executive officers in fiscal year 2022. | Management | For | For | |||||
| 3. | Ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023. | Management | For | For | |||||
| PERFORMANCE FOOD GROUP COMPANY | |||||||||
| Security | 71377A103 | Meeting Type | Annual | ||||||
| Ticker Symbol | PFGC | Meeting Date | 16-Nov-2022 | ||||||
| ISIN | US71377A1034 | Agenda | 935719801 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 independent registered public accounting firm for fiscal 2023. | Management | For | For | |||||
| 3. | To approve, in a non-binding advisory vote, the compensation paid to our named executive officers. | Management | For | For | |||||
| 4. | To approve, in a non-binding advisory vote, the frequency of stockholder non-binding advisory votes approving the compensation of our named executive officers. | Management | 1 Year | For | |||||
Page 44 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| AERIE PHARMACEUTICALS, INC. | |||||||||
| Security | 00771V108 | Meeting Type | Special | ||||||
| Ticker Symbol | AERI | Meeting Date | 17-Nov-2022 | ||||||
| ISIN | US00771V1089 | Agenda | 935721286 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | To adopt the Agreement and Plan of Merger, dated as of August 22, 2022 (such agreement, as it may be amended, modified, or supplemented from time to time, the “merger agreement”), by and among Aerie Pharmaceuticals, Inc. (“Aerie”), Alcon Research, LLC (“Alcon”) and Lyon Merger Sub, Inc., a direct wholly owned subsidiary of Alcon (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into Aerie (the “merger”), with Aerie continuing as the surviving corporation. | Management | For | For | |||||
| 2. | To approve on an advisory (non-binding) basis, the compensation that will or may be paid or become payable to Aerie’s named executive officers that is based on or otherwise relates to the merger agreement and the transactions contemplated by the merger agreement (the “compensation proposal”). | Management | For | For | |||||
| 3. | To approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the merger agreement proposal if there are insufficient votes to adopt the merger agreement at the time of the special meeting (the “adjournment proposal”). | Management | For | For | |||||
| PREMIER, INC. | |||||||||
| Security | 74051N102 | Meeting Type | Annual | ||||||
| Ticker Symbol | PINC | Meeting Date | 02-Dec-2022 | ||||||
| ISIN | US74051N1028 | Agenda | 935721680 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | DIRECTOR | Management | |||||||
| 1 | Michael J. Alkire | For | For | ||||||
| 2 | Jody R. Davids | For | For | ||||||
| 3 | Peter S. Fine | For | For | ||||||
| 4 | Marvin R. O’Quinn | For | For | ||||||
| 2. | Ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal year 2023. | Management | For | For | |||||
| 3. | Approval, on an advisory basis, of the compensation of our Named Executive Officers as disclosed in the proxy statement for the Annual Meeting. | Management | Against | Against | |||||
Page 45 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| VIATRIS INC. | |||||||||
| Security | 92556V106 | Meeting Type | Annual | ||||||
| Ticker Symbol | VTRS | Meeting Date | 09-Dec-2022 | ||||||
| ISIN | US92556V1061 | Agenda | 935725880 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1A. | Election of Class II Director to hold office until the 2023 annual meeting: W. Don Cornwell | Management | For | For | |||||
| 1B. | Election of Class II Director to hold office until the 2023 annual meeting: Harry A. Korman | Management | For | For | |||||
| 1C. | Election of Class II Director to hold office until the 2023 annual meeting: Rajiv Malik | Management | For | For | |||||
| 1D. | Election of Class II Director to hold office until the 2023 annual meeting: Richard A. Mark, C.P.A. | Management | For | For | |||||
| 2. | Approval of, on a non-binding advisory basis, the 2021 compensation of the named executive officers of the Company. | Management | For | For | |||||
| 3. | Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. | Management | For | For | |||||
| 4. | Shareholder proposal regarding independent board chairman. | Shareholder | Against | For | |||||
| KORNIT DIGITAL LTD. | |||||||||
| Security | M6372Q113 | Meeting Type | Special | ||||||
| Ticker Symbol | KRNT | Meeting Date | 29-Dec-2022 | ||||||
| ISIN | IL0011216723 | Agenda | 935745628 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | Approval of the compensation terms of Lauri Hanover, the Company’s new Chief Financial Officer. | Management | For | For | |||||
| 2. | Approval of an amended package of employment terms for Ronen Samuel, the Company’s Chief Executive Officer, in order to increase his annual long-term incentive opportunity. | Management | For | For | |||||
| 2a. | By checking the box marked “FOR”, the undersigned hereby confirms that he, she or it is not a “controlling shareholder” and does not have a “personal interest” (i.e., a conflict of interest) in the approval of Proposal 2 (in each case as defined in the Companies Law and described in the Proxy Statement). If the undersigned or a related party of the undersigned is a controlling shareholder or has such a conflict of interest, check the box “AGAINST”. [MUST COMPLETE ITEM 2A] | Management | For | N/A | |||||
Page 46 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| WALGREENS BOOTS ALLIANCE, INC. | |||||||||
| Security | 931427108 | Meeting Type | Annual | ||||||
| Ticker Symbol | WBA | Meeting Date | 26-Jan-2023 | ||||||
| ISIN | US9314271084 | Agenda | 935747280 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director: Janice M. Babiak | Management | For | For | |||||
| 1b. | Election of Director: Inderpal S. Bhandari | Management | For | For | |||||
| 1c. | Election of Director: Rosalind G. Brewer | Management | For | For | |||||
| 1d. | Election of Director: Ginger L. Graham | Management | For | For | |||||
| 1e. | Election of Director: Bryan C. Hanson | 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 compensation. | Management | Against | Against | |||||
| 3. | Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2023. | Management | For | For | |||||
| 4. | Stockholder proposal requesting report on public health costs due to tobacco product sales and the impact on overall market returns. | Shareholder | Against | For | |||||
| 5. | Stockholder proposal requesting an independent board chairman. | Shareholder | Against | For | |||||
| ENERGIZER HOLDINGS, INC. | |||||||||
| Security | 29272W109 | Meeting Type | Annual | ||||||
| Ticker Symbol | ENR | Meeting Date | 30-Jan-2023 | ||||||
| ISIN | US29272W1099 | Agenda | 935750162 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director: Carlos Abrams-Rivera | Management | For | For | |||||
| 1b. | Election of Director: Cynthia J. Brinkley | Management | For | For | |||||
| 1c. | Election of Director: Rebecca D. Frankiewicz | Management | For | For | |||||
| 1d. | Election of Director: Kevin J. Hunt | Management | For | For | |||||
| 1e. | Election of Director: James C. Johnson | Management | For | For | |||||
| 1f. | Election of Director: Mark S. LaVigne | Management | For | For | |||||
| 1g. | Election of Director: Patrick J. Moore | Management | For | For | |||||
| 1h. | Election of Director: Donal L. Mulligan | Management | For | For | |||||
| 1i. | Election of Director: Nneka L. Rimmer | Management | For | For | |||||
| 1j. | Election of Director: Robert V. Vitale | Management | For | For | |||||
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2023. | Management | For | For | |||||
| 3. | Advisory approval of the Company’s executive compensation. | Management | For | For | |||||
| 4. | Approval of the 2023 Omnibus Incentive Plan. | Management | For | For | |||||
Page 47 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| MUELLER WATER PRODUCTS, INC. | |||||||||
| Security | 624758108 | Meeting Type | Annual | ||||||
| Ticker Symbol | MWA | Meeting Date | 07-Feb-2023 | ||||||
| ISIN | US6247581084 | Agenda | 935750605 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Jeffery S. Sharritts | Management | For | For | |||||
| 1g. | Election of Director: Brian L. Slobodow | 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 the Company’s named executive officers. | Management | For | For | |||||
| 3. | To recommend, on an advisory basis, the frequency of the stockholder vote to approve executive compensation. | Management | 1 Year | For | |||||
| 4. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023. | Management | For | For | |||||
| EVOQUA WATER TECHNOLOGIES CORP. | |||||||||
| Security | 30057T105 | Meeting Type | Annual | ||||||
| Ticker Symbol | AQUA | Meeting Date | 07-Feb-2023 | ||||||
| ISIN | US30057T1051 | Agenda | 935751241 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | DIRECTOR | Management | |||||||
| 1 | Ron C. Keating | For | For | ||||||
| 2 | Martin J. Lamb | For | For | ||||||
| 3 | Peter M. Wilver | For | For | ||||||
| 2. | Approval, on an advisory basis, of the compensation of our named executive officers. | Management | For | For | |||||
| 3. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023. | Management | For | For | |||||
| BERRY GLOBAL GROUP, INC. | |||||||||
| Security | 08579W103 | Meeting Type | Annual | ||||||
| Ticker Symbol | BERY | Meeting Date | 15-Feb-2023 | ||||||
| ISIN | US08579W1036 | Agenda | 935756265 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Chaney M. Sheffield | 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 independent registered public accountants for the fiscal year ending September 30, 2023. | Management | For | For | |||||
| 3. | To approve, on an advisory, non-binding basis, our executive compensation. | Management | For | For | |||||
Page 48 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| INFINEON TECHNOLOGIES AG | |||||||||
| Security | 45662N103 | Meeting Type | Annual | ||||||
| Ticker Symbol | IFNNY | Meeting Date | 16-Feb-2023 | ||||||
| ISIN | US45662N1037 | Agenda | 935760086 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 2 | Utilization of unappropriated profit: €0.32 per qualifying share | Management | For | For | |||||
| 3A | Approval of the acts of the member of the Management Board: Jochen Hanebeck | Management | For | For | |||||
| 3B | Approval of the acts of the member of the Management Board: Constanze Hufenbecher | Management | For | For | |||||
| 3C | Approval of the acts of the member of the Management Board: Dr. Sven Schneider | Management | For | For | |||||
| 3D | Approval of the acts of the member of the Management Board: Andreas Urschitz (since 1 June 2022) | Management | For | For | |||||
| 3E | Approval of the acts of the member of the Management Board: Rutger Wijburg (since 1 April 2022) | Management | For | For | |||||
| 3F | Approval of the acts of the member of the Management Board: Dr. Reinhard Ploss (until 31 March 2022) | Management | For | For | |||||
| 3G | Approval of the acts of the member of the Management Board: Dr. Helmut Gassel (until 31 May 2022) | Management | For | For | |||||
| 4A | Approval of the acts of the member of the Supervisory Board: Dr. Wolfgang Eder | Management | For | For | |||||
| 4B | Approval of the acts of the member of the Supervisory Board: Xiaoqun Clever | Management | For | For | |||||
| 4C | Approval of the acts of the member of the Supervisory Board: Johann Dechant | Management | For | For | |||||
| 4D | Approval of the acts of the member of the Supervisory Board: Dr. Friedrich Eichiner | Management | For | For | |||||
| 4E | Approval of the acts of the member of the Supervisory Board: Annette Engelfried | Management | For | For | |||||
| 4F | Approval of the acts of the member of the Supervisory Board: Peter Gruber | Management | For | For | |||||
| 4G | Approval of the acts of the member of the Supervisory Board: Hans-Ulrich Holdenried | Management | For | For | |||||
| 4H | Approval of the acts of the member of the Supervisory Board: Dr. Susanne Lachenmann | Management | For | For | |||||
| 4I | Approval of the acts of the member of the Supervisory Board: Géraldine Picaud | Management | For | For | |||||
| 4J | Approval of the acts of the member of the Supervisory Board: Dr. Manfred Puffer | Management | For | For | |||||
| 4K | Approval of the acts of the member of the Supervisory Board: Melanie Riedl | Management | For | For | |||||
| 4L | Approval of the acts of the member of the Supervisory Board: Jürgen Scholz | Management | For | For | |||||
| 4M | Approval of the acts of the member of the Supervisory Board: Dr. Ulrich Spiesshofer | Management | For | For | |||||
| 4N | Approval of the acts of the member of the Supervisory Board: Margret Suckale | Management | For | For | |||||
| 4O | Approval of the acts of the member of the Supervisory Board: Mirco Synde (since 1 June 2022) | Management | For | For | |||||
| 4P | Approval of the acts of the member of the Supervisory Board: Diana Vitale | Management | For | For | |||||
| 4Q | Approval of the acts of the member of the Supervisory Board: Kerstin Schulzendorf (until 31 May 2022) | Management | For | For | |||||
| 5 | Appointment of the Company and Group auditor for the 2023 fiscal year and of 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 2023 fiscal year | Management | For | For | |||||
| 6A | Elections to the Supervisory Board: Dr. Herbert Diess | Management | For | For | |||||
| 6B | Elections to the Supervisory Board: Klaus Helmrich | Management | For | For | |||||
| 7 | Revocation of an existing authorization and grant of a new authorization to acquire and use own shares | Management | For | For | |||||
| 8 | Revocation of an existing authorization and grant of a new authorization to acquire own shares using derivatives | Management | For | For | |||||
| 9A | Amendments to the Articles of Association: Place of the Annual General Meeting - Revision of section 13 | Management | For | For | |||||
| 9B | Amendments to the Articles of Association: Authorization to conduct a virtual Annual General Meeting - Insertion of a new section 13a | Management | For | For | |||||
| 9C | Amendments to the Articles of Association: Virtual participation of members of the Supervisory Board - Insertion of a new section 14, paragraph 3 | Management | For | For | |||||
| 10 | Remuneration System for the members of the Management Board | Management | For | For | |||||
| 11 | Approval of the Remuneration Report | Management | For | For | |||||
Page 49 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| HILLENBRAND, INC. | |||||||||
| Security | 431571108 | Meeting Type | Annual | ||||||
| Ticker Symbol | HI | Meeting Date | 24-Feb-2023 | ||||||
| ISIN | US4315711089 | Agenda | 935755011 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | DIRECTOR | Management | |||||||
| 1 | Daniel C. Hillenbrand | For | For | ||||||
| 2 | Neil S. Novich | For | For | ||||||
| 3 | Kimberly K. Ryan | For | For | ||||||
| 4 | Inderpreet Sawhney | For | For | ||||||
| 2. | To approve, by a non-binding advisory vote, the compensation paid by the Company to its Named Executive Officers. | Management | For | For | |||||
| 3. | To recommend, by a non-binding advisory vote, the frequency of voting by the shareholders on compensation paid by the Company to its Named Executive Officers. | Management | 1 Year | For | |||||
| 4. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023. | Management | For | For | |||||
| THE AZEK COMPANY INC. | |||||||||
| Security | 05478C105 | Meeting Type | Annual | ||||||
| Ticker Symbol | AZEK | Meeting Date | 28-Feb-2023 | ||||||
| ISIN | US05478C1053 | Agenda | 935756582 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | DIRECTOR | Management | |||||||
| 1 | Gary Hendrickson | For | For | ||||||
| 2 | Howard Heckes | For | For | ||||||
| 3 | Bennett Rosenthal | For | For | ||||||
| 4 | Jesse Singh | For | For | ||||||
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2023. | Management | For | For | |||||
| 3. | To approve, on an advisory, non-binding basis, the compensation of our named executive officers. | Management | Against | Against | |||||
| 4. | To approve an amendment to our restated certificate of incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. | Management | For | For | |||||
Page 50 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| KEYSIGHT TECHNOLOGIES, INC. | |||||||||
| Security | 49338L103 | Meeting Type | Annual | ||||||
| Ticker Symbol | KEYS | Meeting Date | 16-Mar-2023 | ||||||
| ISIN | US49338L1035 | Agenda | 935761216 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1.1 | Election of Director to a 3-year term: Satish C. Dhanasekaran | Management | For | For | |||||
| 1.2 | Election of Director to a 3-year term: Richard P. Hamada | Management | For | For | |||||
| 1.3 | Election of Director to a 3-year term: Paul A. Lacouture | Management | For | For | |||||
| 1.4 | Election of Director to a 3-year term: Kevin A. Stephens | Management | For | For | |||||
| 2. | Ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Keysight’s independent registered public accounting firm. | Management | For | For | |||||
| 3. | Approve, on a non-binding advisory basis, the compensation of Keysight’s named executive officers. | Management | For | For | |||||
| 4. | Approve an amendment to Keysight’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors. | Management | For | For | |||||
| COLLIERS INTERNATIONAL GROUP INC. | |||||||||
| Security | 194693107 | Meeting Type | Annual | ||||||
| Ticker Symbol | CIGI | Meeting Date | 05-Apr-2023 | ||||||
| ISIN | CA1946931070 | Agenda | 935782741 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1A | Election of Directors: Election of Director: Peter F. Cohen | Management | For | For | |||||
| 1B | Election of Director: John (Jack) P. Curtin, Jr. | Management | For | For | |||||
| 1C | Election of Director: Christopher Galvin | Management | For | For | |||||
| 1D | Election of Director: P. Jane Gavan | Management | For | For | |||||
| 1E | Election of Director: Stephen J. Harper | Management | For | For | |||||
| 1F | Election of Director: Jay S. Hennick | Management | For | For | |||||
| 1G | Election of Director: Katherine M. Lee | Management | For | For | |||||
| 1H | Election of Director: Poonam Puri | Management | For | For | |||||
| 1I | Election of Director: Benjamin F. Stein | Management | For | For | |||||
| 1J | Election of Director: L. Frederick Sutherland | Management | For | For | |||||
| 2 | Appointment of PricewaterhouseCoopers LLP, Chartered Accountants and Licensed Public Accountants as Auditor of Colliers for the ensuing year and authorizing the Directors to fix their remuneration. | Management | For | For | |||||
| 3 | An advisory resolution on Colliers’ approach to executive compensation as set out in the accompanying Circular. | Management | Against | Against | |||||
Page 51 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| FIRSTSERVICE CORPORATION | |||||||||
| Security | 33767E202 | Meeting Type | Annual and Special Meeting | ||||||
| Ticker Symbol | FSV | Meeting Date | 06-Apr-2023 | ||||||
| ISIN | CA33767E2024 | Agenda | 935782652 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1 | DIRECTOR | Management | |||||||
| 1 | Yousry Bissada | For | For | ||||||
| 2 | Elizabeth Carducci | For | For | ||||||
| 3 | Steve H. Grimshaw | For | For | ||||||
| 4 | Jay S. Hennick | For | For | ||||||
| 5 | D. Scott Patterson | For | For | ||||||
| 6 | Frederick F. Reichheld | For | For | ||||||
| 7 | Joan Eloise Sproul | For | For | ||||||
| 8 | Erin J. Wallace | For | For | ||||||
| 2 | Appointment of PricewaterhouseCoopers LLP, Chartered Accountants and Licensed Public Accountants as Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. | Management | For | For | |||||
| 3 | Approving an amendment to the FirstService Stock Option Plan to increase the maximum number of Common Shares reserved for issuance pursuant to the exercise of stock options granted thereunder, and to ratify and approve the issuance of certain stock options granted to certain employees of the Corporation, all as more particularly set forth and described in the accompanying Management Information Circular. | Management | For | For | |||||
| 4 | An advisory resolution on the Corporation’s approach to executive compensation as set out in the accompanying Management Information Circular. | Management | For | For | |||||
| A.O. SMITH CORPORATION | |||||||||
| Security | 831865209 | Meeting Type | Annual | ||||||
| Ticker Symbol | AOS | Meeting Date | 11-Apr-2023 | ||||||
| ISIN | US8318652091 | Agenda | 935771267 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | DIRECTOR | Management | |||||||
| 1 | Ronald D Brown | For | For | ||||||
| 2 | Earl E. Exum | For | For | ||||||
| 3 | Michael M. Larsen | For | For | ||||||
| 4 | Idelle K. Wolf | For | For | ||||||
| 2. | Proposal to approve, by nonbinding advisory vote, the compensation of our named executive officers. | Management | For | For | |||||
| 3. | Proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the corporation. | Management | For | For | |||||
| 4. | Proposal to approve, by nonbinding advisory vote, whether the company will conduct future advisory votes on the compensation of our named executive officers every year, two years or three years. | Management | 1 Year | For | |||||
| 5. | Stockholder proposal requesting a Board report assessing inclusion in our workplace, if properly presented at the Annual Meeting. | Shareholder | For | Against | |||||
Page 52 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| REGIONS FINANCIAL CORPORATION | |||||||||
| Security | 7591EP100 | Meeting Type | Annual | ||||||
| Ticker Symbol | RF | Meeting Date | 19-Apr-2023 | ||||||
| ISIN | US7591EP1005 | Agenda | 935772586 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director: Mark A. Crosswhite | Management | For | For | |||||
| 1b. | Election of Director: Noopur Davis | Management | For | For | |||||
| 1c. | Election of Director: Zhanna Golodryga | Management | For | For | |||||
| 1d. | Election of Director: J. Thomas Hill | Management | For | For | |||||
| 1e. | Election of Director: John D. Johns | Management | For | For | |||||
| 1f. | Election of Director: Joia M. Johnson | Management | For | For | |||||
| 1g. | Election of Director: Ruth Ann Marshall | Management | For | For | |||||
| 1h. | Election of Director: Charles D. McCrary | Management | For | For | |||||
| 1i. | Election of Director: James T. Prokopanko | Management | For | For | |||||
| 1j. | Election of Director: Lee J. Styslinger III | Management | For | For | |||||
| 1k. | Election of Director: José S. Suquet | Management | For | For | |||||
| 1l. | Election of Director: John M. Turner, Jr. | Management | For | For | |||||
| 1m. | Election of Director: Timothy Vines | Management | For | For | |||||
| 2. | Ratification of Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2023. | Management | For | For | |||||
| 3. | Advisory Vote on Executive Compensation. | Management | For | For | |||||
| LEVI STRAUSS & CO | |||||||||
| Security | 52736R102 | Meeting Type | Annual | ||||||
| Ticker Symbol | LEVI | Meeting Date | 19-Apr-2023 | ||||||
| ISIN | US52736R1023 | Agenda | 935773348 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Class I Director: Jill Beraud | Management | For | For | |||||
| 1b. | Election of Class I Director: Spencer C. Fleischer | Management | For | For | |||||
| 1c. | Election of Class I Director: Christopher J. McCormick | Management | For | For | |||||
| 1d. | Election of Class I Director: Elliott Rodgers | Management | For | For | |||||
| 2. | Advisory vote to approve executive compensation. | Management | For | For | |||||
| 3. | Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2023. | Management | For | For | |||||
Page 53 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| HANESBRANDS INC. | |||||||||
| Security | 410345102 | Meeting Type | Annual | ||||||
| Ticker Symbol | HBI | Meeting Date | 24-Apr-2023 | ||||||
| ISIN | US4103451021 | Agenda | 935775900 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Mark A. Irvin | 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’ 2023 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 | Against | Against | |||||
| 4. | To recommend, on an advisory basis, the frequency of future advisory votes to approve named executive officer compensation | Management | 1 Year | For | |||||
| 5. | To approve the amendment of the Hanesbrands Inc. 2020 Omnibus Incentive Plan as described in the proxy statement for the Annual Meeting | Management | For | For | |||||
| ASSOCIATED BANC-CORP | |||||||||
| Security | 045487105 | Meeting Type | Annual | ||||||
| Ticker Symbol | ASB | Meeting Date | 25-Apr-2023 | ||||||
| ISIN | US0454871056 | Agenda | 935775479 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 executive officer compensation. | Management | For | For | |||||
| 3. | The ratification of the selection of KPMG LLP as the independent registered public accounting firm for Associated Banc-Corp for the year ending December 31, 2023. | Management | For | For | |||||
Page 54 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| TRUIST FINANCIAL CORPORATION | |||||||||
| Security | 89832Q109 | Meeting Type | Annual | ||||||
| Ticker Symbol | TFC | Meeting Date | 25-Apr-2023 | ||||||
| ISIN | US89832Q1094 | Agenda | 935775607 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director: Jennifer S. Banner | Management | For | For | |||||
| 1b. | Election of Director: K. David Boyer, Jr. | Management | For | For | |||||
| 1c. | Election of Director: Agnes Bundy Scanlan | Management | For | For | |||||
| 1d. | Election of Director: Anna R. Cablik | Management | For | For | |||||
| 1e. | Election of Director: Dallas S. Clement | Management | For | For | |||||
| 1f. | Election of Director: Paul D. Donahue | Management | For | For | |||||
| 1g. | Election of Director: Patrick C. Graney III | Management | For | For | |||||
| 1h. | Election of Director: Linnie M. Haynesworth | Management | For | For | |||||
| 1i. | Election of Director: Kelly S. King | Management | For | For | |||||
| 1j. | Election of Director: Easter A. Maynard | Management | For | For | |||||
| 1k. | Election of Director: Donna S. Morea | Management | For | For | |||||
| 1l. | Election of Director: Charles A. Patton | Management | For | For | |||||
| 1m. | Election of Director: Nido R. Qubein | Management | For | For | |||||
| 1n. | Election of Director: David M. Ratcliffe | Management | For | For | |||||
| 1o. | Election of Director: William H. Rogers, Jr. | Management | For | For | |||||
| 1p. | Election of Director: Frank P. Scruggs, Jr. | Management | For | For | |||||
| 1q. | Election of Director: Christine Sears | Management | For | For | |||||
| 1r. | Election of Director: Thomas E. Skains | Management | For | For | |||||
| 1s. | Election of Director: Bruce L. Tanner | Management | For | For | |||||
| 1t. | Election of Director: Thomas N. Thompson | Management | For | For | |||||
| 1u. | Election of Director: Steven C. Voorhees | Management | For | For | |||||
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as Truist’s independent registered public accounting firm for 2023. | Management | For | For | |||||
| 3. | Advisory vote to approve Truist’s executive compensation program. | Management | For | For | |||||
| 4. | To recommend that a non-binding, advisory vote to approve Truist’s executive compensation program be put to shareholders for their consideration every: one; two; or three years. | Management | 1 Year | For | |||||
| 5. | Shareholder proposal regarding an independent Chairman of the Board of Directors, if properly presented at the Annual Meeting. | Shareholder | Against | For | |||||
| NORTHERN TRUST CORPORATION | |||||||||
| Security | 665859104 | Meeting Type | Annual | ||||||
| Ticker Symbol | NTRS | Meeting Date | 25-Apr-2023 | ||||||
| ISIN | US6658591044 | Agenda | 935775683 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 2022 compensation of the Corporation’s named executive officers. | Management | For | For | |||||
| 3. | Recommendation, by an advisory vote, on the frequency with which the Corporation should hold advisory votes on executive compensation. | Management | 1 Year | For | |||||
| 4. | Ratification of the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | |||||
Page 55 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| REGAL REXNORD CORPORATION | |||||||||
| Security | 758750103 | Meeting Type | Annual | ||||||
| Ticker Symbol | RRX | Meeting Date | 25-Apr-2023 | ||||||
| ISIN | US7587501039 | Agenda | 935777322 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director whose term would expire in 2024: Jan A. Bertsch | Management | For | For | |||||
| 1b. | Election of Director whose term would expire in 2024: Stephen M. Burt | Management | For | For | |||||
| 1c. | Election of Director whose term would expire in 2024: Anesa T. Chaibi | Management | For | For | |||||
| 1d. | Election of Director whose term would expire in 2024: Theodore D. Crandall | Management | For | For | |||||
| 1e. | Election of Director whose term would expire in 2024: Michael P. Doss | Management | For | For | |||||
| 1f. | Election of Director whose term would expire in 2024: Michael F. Hilton | Management | For | For | |||||
| 1g. | Election of Director whose term would expire in 2024: Louis V. Pinkham | Management | For | For | |||||
| 1h. | Election of Director whose term would expire in 2024: Rakesh Sachdev | Management | For | For | |||||
| 1i. | Election of Director whose term would expire in 2024: Curtis W. Stoelting | Management | For | For | |||||
| 1j. | Election of Director whose term would expire in 2024: 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. | Advisory vote on the frequency of the company’s advisory vote on the compensation of the company’s named executive officers. | Management | 1 Year | For | |||||
| 4. | Ratification of the selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the year ending December 31, 2023. | Management | For | For | |||||
| 5. | Approval of the Regal Rexnord Corporation 2023 Omnibus Incentive Plan. | Management | For | For | |||||
| PARK HOTELS & RESORTS INC | |||||||||
| Security | 700517105 | Meeting Type | Annual | ||||||
| Ticker Symbol | PK | Meeting Date | 26-Apr-2023 | ||||||
| ISIN | US7005171050 | Agenda | 935779326 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1A. | Election of Director: Thomas J. Baltimore, Jr. | Management | For | For | |||||
| 1B. | Election of Director: Patricia M. Bedient | Management | For | For | |||||
| 1C. | Election of Director: Thomas D. Eckert | Management | For | For | |||||
| 1D. | Election of Director: Geoffrey M. Garrett | Management | For | For | |||||
| 1E. | Election of Director: Christie B. Kelly | Management | For | For | |||||
| 1F. | Election of Director: Sen. Joseph I. Lieberman | Management | For | For | |||||
| 1G. | Election of Director: Thomas A. Natelli | Management | For | For | |||||
| 1H. | Election of Director: Timothy J. Naughton | Management | For | For | |||||
| 1I. | Election of Director: Stephen I. Sadove | Management | For | For | |||||
| 2. | To approve the 2017 Omnibus Incentive Plan (as Amended and Restated). | Management | For | For | |||||
| 3. | To approve, on an advisory (non-binding) basis, the compensation of our named executive officers. | Management | For | For | |||||
| 4. | To approve, on an advisory (non-binding) basis, the frequency of our future advisory votes approving the compensation of our named executive officers. | Management | 1 Year | For | |||||
| 5. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | |||||
Page 56 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| CITIZENS FINANCIAL GROUP, INC. | |||||||||
| Security | 174610105 | Meeting Type | Annual | ||||||
| Ticker Symbol | CFG | Meeting Date | 27-Apr-2023 | ||||||
| ISIN | US1746101054 | Agenda | 935777283 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 | Management | For | For | |||||
| 1e. | Election of Director: William P. Hankowsky | Management | For | For | |||||
| 1f. | Election of Director: Edward J. 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 | 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 the 2023 fiscal year. | Management | For | For | |||||
| CORNING INCORPORATED | |||||||||
| Security | 219350105 | Meeting Type | Annual | ||||||
| Ticker Symbol | GLW | Meeting Date | 27-Apr-2023 | ||||||
| ISIN | US2193501051 | Agenda | 935780545 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 | Against | Against | |||||
| 3. | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | |||||
| 4. | Advisory vote on the frequency with which we hold advisory votes on our executive compensation. | Management | 1 Year | For | |||||
Page 57 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| CROWN HOLDINGS, INC. | |||||||||
| Security | 228368106 | Meeting Type | Annual | ||||||
| Ticker Symbol | CCK | Meeting Date | 27-Apr-2023 | ||||||
| ISIN | US2283681060 | Agenda | 935790116 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 | Jesse A. Lynn | For | For | ||||||
| 6 | James H. Miller | For | For | ||||||
| 7 | Josef M. Muller | For | For | ||||||
| 8 | B. Craig Owens | For | For | ||||||
| 9 | Angela M. Snyder | For | For | ||||||
| 10 | Caesar F. Sweitzer | For | For | ||||||
| 11 | Andrew J. Teno | For | For | ||||||
| 12 | Marsha C. Williams | For | For | ||||||
| 13 | Dwayne A. Wilson | For | For | ||||||
| 2. | Ratification of the appointment of independent auditors for the fiscal year ending December 31, 2023. | Management | For | For | |||||
| 3. | Approval by advisory vote of the resolution on executive compensation as described in the Proxy Statement. | Management | For | For | |||||
| 4. | Approval by advisory vote on the frequency of future Say- on-Pay votes. | Management | 1 Year | For | |||||
| 5. | Consideration of a Shareholder’s proposal seeking Shareholder ratification of termination pay. | Shareholder | For | Against | |||||
| BLACK KNIGHT, INC. | |||||||||
| Security | 09215C105 | Meeting Type | Special | ||||||
| Ticker Symbol | BKI | Meeting Date | 28-Apr-2023 | ||||||
| ISIN | US09215C1053 | Agenda | 935816631 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | Proposal to approve and adopt the Agreement and Plan of Merger, dated as of May 4, 2022, as amended by Amendment No. 1 thereto, dated as of March 7, 2023, among Intercontinental Exchange, Inc., Sand Merger Sub Corporation and Black Knight (as may be further amended from time to time) (the “merger proposal”). | Management | For | For | |||||
| 2. | Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Black Knight’s named executive officers that is based on or otherwise relates to the merger (the “compensation proposal”). | Management | For | For | |||||
| 3. | Proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the merger proposal or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to holders of Black Knight common stock (the “adjournment proposal”). | Management | For | For | |||||
Page 58 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| TOPBUILD CORP. | |||||||||
| Security | 89055F103 | Meeting Type | Annual | ||||||
| Ticker Symbol | BLD | Meeting Date | 01-May-2023 | ||||||
| ISIN | US89055F1030 | Agenda | 935777916 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Deirdre C. Drake | Management | For | For | |||||
| 1g. | Election of Director: Mark A. Petrarca | Management | For | For | |||||
| 1h. | Election of Director: Nancy M. Taylor | Management | For | For | |||||
| 2. | To ratify the Company’s appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023. | Management | For | For | |||||
| 3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers. | Management | For | For | |||||
| OSHKOSH CORPORATION | |||||||||
| Security | 688239201 | Meeting Type | Annual | ||||||
| Ticker Symbol | OSK | Meeting Date | 03-May-2023 | ||||||
| ISIN | US6882392011 | Agenda | 935784935 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 | David G. Perkins | For | For | ||||||
| 8 | John C. Pfeifer | For | For | ||||||
| 9 | Sandra E. Rowland | For | For | ||||||
| 10 | John S. Shiely | For | For | ||||||
| 2. | Ratification of the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the Company’s independent auditors for fiscal 2023. | Management | For | For | |||||
| 3. | Approval, by advisory vote, of the compensation of the Company’s named executive officers. | Management | For | For | |||||
| 4. | Approval, by advisory vote, of the frequency of the advisory vote on the compensation of the Company’s named executive officers. | Management | 1 Year | For | |||||
| 5. | To vote on a shareholder proposal on the subject of majority voting for directors. | Shareholder | For | Against | |||||
Page 59 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| EQUIFAX INC. | |||||||||
| Security | 294429105 | Meeting Type | Annual | ||||||
| Ticker Symbol | EFX | Meeting Date | 04-May-2023 | ||||||
| ISIN | US2944291051 | Agenda | 935792083 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director: Mark W. Begor | Management | For | For | |||||
| 1b. | Election of Director: Mark L. Feidler | Management | For | For | |||||
| 1c. | Election of Director: Karen L. Fichuk | Management | For | For | |||||
| 1d. | Election of Director: G. Thomas Hough | Management | For | For | |||||
| 1e. | Election of Director: Robert D. Marcus | Management | For | For | |||||
| 1f. | Election of Director: Scott A. McGregor | Management | For | For | |||||
| 1g. | Election of Director: John A. McKinley | Management | For | For | |||||
| 1h. | Election of Director: Melissa D. Smith | Management | For | For | |||||
| 1i. | Election of Director: Audrey Boone Tillman | Management | For | For | |||||
| 1j. | Election of Director: Heather H. Wilson | Management | For | For | |||||
| 2. | Advisory vote to approve named executive officer compensation (“say-on-pay”). | Management | Against | Against | |||||
| 3. | Advisory vote on frequency of future say-on-pay votes. | Management | 1 Year | For | |||||
| 4. | Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for 2023. | Management | For | For | |||||
| 5. | Approval of the 2023 Omnibus Incentive Plan. | Management | For | For | |||||
| 6. | Shareholder proposal regarding a racial equity audit. | Shareholder | For | Against | |||||
| ZIONS BANCORPORATION | |||||||||
| Security | 989701107 | Meeting Type | Annual | ||||||
| Ticker Symbol | ZION | Meeting Date | 05-May-2023 | ||||||
| ISIN | US9897011071 | Agenda | 935776015 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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, 2022. | Management | For | For | |||||
Page 60 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| TELEFLEX INCORPORATED | |||||||||
| Security | 879369106 | Meeting Type | Annual | ||||||
| Ticker Symbol | TFX | Meeting Date | 05-May-2023 | ||||||
| ISIN | US8793691069 | Agenda | 935807113 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director: Gretchen R. Haggerty | Management | For | For | |||||
| 1b. | Election of Director: Liam J. Kelly | Management | For | For | |||||
| 1c. | Election of Director: Jaewon Ryu | Management | For | For | |||||
| 2. | Approval of the Teleflex Incorporated 2023 Stock Incentive Plan. | Management | For | For | |||||
| 3. | Approval of Amended and Restated Certificate of Incorporation to eliminate supermajority voting provisions. | Management | For | For | |||||
| 4. | Approval, on an advisory basis, of named executive officer compensation. | Management | Against | Against | |||||
| 5. | Advisory vote on whether future advisory votes on compensation of our named executive officers should occur every one, two or three years. | Management | 1 Year | For | |||||
| 6. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023. | Management | For | For | |||||
| 7. | Stockholder proposal, if properly presented at the Annual Meeting, to adopt a shareholder right to call a special shareholder meeting. | Management | For | Against | |||||
| WARNER BROS. DISCOVERY, INC. | |||||||||
| Security | 934423104 | Meeting Type | Annual | ||||||
| Ticker Symbol | WBD | Meeting Date | 08-May-2023 | ||||||
| ISIN | US9344231041 | Agenda | 935792451 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | DIRECTOR | Management | |||||||
| 1 | Li Haslett Chen | For | For | ||||||
| 2 | Kenneth W. Lowe | For | For | ||||||
| 3 | Paula A. Price | For | For | ||||||
| 4 | David M. Zaslav | For | For | ||||||
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as Warner Bros. Discovery, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | |||||
| 3. | To vote on an advisory resolution to approve the 2022 compensation of Warner Bros. Discovery, Inc.’s named executive officers, commonly referred to as a “Say-on- Pay” vote. | Management | Against | Against | |||||
| 4. | To vote on an advisory resolution to approve the frequency of future “Say-on-Pay” votes. | Management | 1 Year | For | |||||
| 5. | To vote on a stockholder proposal regarding simple majority vote, if properly presented. | Shareholder | For | Against | |||||
| 6. | To vote on a stockholder proposal regarding political disclosure, if properly presented. | Shareholder | For | Against | |||||
Page 61 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| LKQ CORPORATION | |||||||||
| Security | 501889208 | Meeting Type | Annual | ||||||
| Ticker Symbol | LKQ | Meeting Date | 09-May-2023 | ||||||
| ISIN | US5018892084 | Agenda | 935790433 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director: Patrick Berard | Management | For | For | |||||
| 1b. | Election of Director: Meg A. Divitto | Management | For | For | |||||
| 1c. | Election of Director: Joseph M. Holsten | Management | For | For | |||||
| 1d. | Election of Director: Blythe J. McGarvie | Management | For | For | |||||
| 1e. | Election of Director: John W. Mendel | Management | For | For | |||||
| 1f. | Election of Director: Jody G. Miller | Management | For | For | |||||
| 1g. | Election of Director: Guhan Subramanian | Management | For | For | |||||
| 1h. | Election of Director: Xavier Urbain | Management | For | For | |||||
| 1i. | Election of Director: Dominick Zarcone | Management | For | For | |||||
| 2. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023. | Management | For | For | |||||
| 3. | Approval, on an advisory basis, of the compensation of our named executive officers. | Management | For | For | |||||
| 4. | Advisory vote on the frequency of holding an advisory vote on executive compensation. | Management | 1 Year | For | |||||
| O-I GLASS, INC. | |||||||||
| Security | 67098H104 | Meeting Type | Annual | ||||||
| Ticker Symbol | OI | Meeting Date | 09-May-2023 | ||||||
| ISIN | US67098H1041 | Agenda | 935793679 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director: Samuel R. Chapin | Management | For | For | |||||
| 1b. | Election of Director: David V. Clark, II | Management | For | For | |||||
| 1c. | Election of Director: Gordon J. Hardie | Management | For | For | |||||
| 1d. | Election of Director: John Humphrey | Management | For | For | |||||
| 1e. | Election of Director: Andres A. Lopez | Management | For | For | |||||
| 1f. | Election of Director: Alan J. Murray | Management | For | For | |||||
| 1g. | Election of Director: Hari N. Nair | Management | For | For | |||||
| 1h. | Election of Director: Catherine I. Slater | Management | For | For | |||||
| 1i. | Election of Director: John H. Walker | Management | For | For | |||||
| 1j. | Election of Director: Carol A. Williams | Management | For | For | |||||
| 2. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023. | Management | For | For | |||||
| 3. | To approve the O-I Glass, Inc. Fourth Amended and Restated 2017 Incentive Award Plan. | Management | For | For | |||||
| 4. | To approve, by advisory vote, the Company’s named executive officer compensation. | Management | For | For | |||||
| 5. | To recommend, by advisory vote, the frequency of future advisory votes on executive compensation. | Management | 1 Year | For | |||||
Page 62 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| SPX TECHNOLOGIES, INC. | |||||||||
| Security | 78473E103 | Meeting Type | Annual | ||||||
| Ticker Symbol | SPXC | Meeting Date | 09-May-2023 | ||||||
| ISIN | US78473E1038 | Agenda | 935796411 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1.1 | Election of Director Term will expire in 2026: Ricky D. Puckett | Management | For | For | |||||
| 1.2 | Election of Director Term will expire in 2026: Meenal A. Sethna | Management | For | For | |||||
| 1.3 | Election of Director Term will expire in 2026: Tana L. Utley | Management | For | For | |||||
| 2. | Approval of Named Executive Officers’ Compensation, on a Non-binding Advisory Basis. | Management | For | For | |||||
| 3. | Recommendation on Frequency of Future Advisory Votes on Named Executive Officers’ Compensation, on a Non- binding Advisory Basis. | Management | 1 Year | For | |||||
| 4. | Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2023. | Management | For | For | |||||
| CAMECO CORPORATION | |||||||||
| Security | 13321L108 | Meeting Type | Annual | ||||||
| Ticker Symbol | CCJ | Meeting Date | 10-May-2023 | ||||||
| ISIN | CA13321L1085 | Agenda | 935812734 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| A1 | Election the Directors: Election the Director: Ian Bruce | Management | For | For | |||||
| A2 | Election the Director: Daniel Camus | Management | For | For | |||||
| A3 | Election the Director: Don Deranger | Management | For | For | |||||
| A4 | Election the Director: Catherine Gignac | Management | For | For | |||||
| A5 | Election the Director: Tim Gitzel | Management | For | For | |||||
| A6 | Election the Director: Jim Gowans | Management | For | For | |||||
| A7 | Election the Director: Kathryn Jackson | Management | For | For | |||||
| A8 | Election the Director: Don Kayne | Management | For | For | |||||
| A9 | Election the Director: Leontine van Leeuwen-Atkins | Management | For | For | |||||
| B | Appoint the auditors (see page 5 of the management proxy circular) Appoint KPMG LLP as auditors. | Management | For | For | |||||
| C | Have a say on our approach to executive compensation (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 2023 annual meeting of shareholders. | Management | Against | Against | |||||
| D | Declare your residency You declare that the shares 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, AND “AGAINST” WILL BE TREATED AS NOT MARKED. | Management | For | Against | |||||
Page 63 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| CALIX, INC. | |||||||||
| Security | 13100M509 | Meeting Type | Annual | ||||||
| Ticker Symbol | CALX | Meeting Date | 11-May-2023 | ||||||
| ISIN | US13100M5094 | Agenda | 935788933 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | DIRECTOR | Management | |||||||
| 1 | Kathleen Crusco | For | For | ||||||
| 2 | Carl Russo | For | For | ||||||
| 2. | To approve the Calix, Inc. Third Amended and Restated 2019 Equity Incentive Award Plan. | Management | For | For | |||||
| 3. | To approve the Calix, Inc. Third Amended and Restated 2017 Nonqualified Employee Stock Purchase Plan. | Management | For | For | |||||
| 4. | To approve, on a non-binding, advisory basis, Calix’s named executive officer compensation. | Management | Against | Against | |||||
| 5. | To approve, on a non-binding, advisory basis, the frequency of future advisory votes to approve the compensation of Calix’s named executive officers. | Management | 1 Year | For | |||||
| 6. | To ratify the selection of KPMG LLP as Calix’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | |||||
| DISCOVER FINANCIAL SERVICES | |||||||||
| Security | 254709108 | Meeting Type | Annual | ||||||
| Ticker Symbol | DFS | Meeting Date | 11-May-2023 | ||||||
| ISIN | US2547091080 | Agenda | 935796322 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1A | Election of Directors: Jeffrey S. Aronin | Management | For | For | |||||
| 1B | Election of Directors: Mary K. Bush | Management | For | For | |||||
| 1C | Election of Directors: Gregory C. Case | Management | For | For | |||||
| 1D | Election of Directors: Candace H. Duncan | Management | For | For | |||||
| 1E | Election of Directors: Joseph F. Eazor | Management | For | For | |||||
| 1F | Election of Directors: Roger C. Hochschild | Management | For | For | |||||
| 1G | Election of Directors: Thomas G. Maheras | Management | For | For | |||||
| 1H | Election of Directors: John B. Owen | Management | For | For | |||||
| 1I | Election of Directors: David L. Rawlinson II | Management | For | For | |||||
| 1J | Election of Directors: Beverley A. Sibblies | Management | For | For | |||||
| 1K | Election of Directors: Mark A. Thierer | Management | For | For | |||||
| 1L | Election of Directors: Jennifer L. Wong | Management | For | For | |||||
| 2 | Advisory vote to approve named executive officer compensation: | Management | For | For | |||||
| 3 | Advisory vote on the frequency of future advisory votes on named executive officer compensation: | Management | 1 Year | For | |||||
| 4 | To approve the Discover Financial Services 2023 Omnibus Incentive Plan: | Management | For | For | |||||
| 5 | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm: | Management | For | For | |||||
Page 64 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| CHENIERE ENERGY, INC. | |||||||||
| Security | 16411R208 | Meeting Type | Annual | ||||||
| Ticker Symbol | LNG | Meeting Date | 11-May-2023 | ||||||
| ISIN | US16411R2085 | Agenda | 935825969 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Patricia K. Collawn | Management | For | For | |||||
| 1d. | Election of Director: Brian E. Edwards | Management | For | For | |||||
| 1e. | Election of Director: Denise Gray | Management | For | For | |||||
| 1f. | Election of Director: Lorraine Mitchelmore | Management | For | For | |||||
| 1g. | Election of Director: Donald F. Robillard, Jr | Management | For | For | |||||
| 1h. | Election of Director: Matthew Runkle | Management | For | For | |||||
| 1i. | Election of Director: Neal A. Shear | Management | For | For | |||||
| 2. | Approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers for 2022. | Management | For | For | |||||
| 3. | Approve, on an advisory and non-binding basis, the frequency of holding future advisory votes on the compensation of the Company’s named executive officers. | Management | 1 Year | For | |||||
| 4. | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2023. | Management | For | For | |||||
| 5. | Shareholder Proposal regarding climate change risk analysis. | Shareholder | Against | For | |||||
| EVOQUA WATER TECHNOLOGIES CORP. | |||||||||
| Security | 30057T105 | Meeting Type | Special | ||||||
| Ticker Symbol | AQUA | Meeting Date | 11-May-2023 | ||||||
| ISIN | US30057T1051 | Agenda | 935836974 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | Merger Proposal -- To adopt the Agreement and Plan of Merger, dated as of January 22, 2023 (as amended from time to time), by and among Xylem Inc., Fore Merger Sub, Inc. and Evoqua Water Technologies Corp. (the “Merger Proposal”). | Management | For | For | |||||
| 2. | Advisory Compensation Proposal -- To approve, on an advisory (non-binding) basis, the compensation that will or may be paid to Evoqua Water Technologies Corp.’s named executive officers in connection with the merger. | Management | For | For | |||||
| 3. | Adjournment Proposal -- To approve the adjournment of the Evoqua Water Technologies Corp. Special Meeting to solicit additional proxies if there are not sufficient votes cast at the Evoqua Water Technologies Corp. Special Meeting to approve the Merger Proposal or to ensure that any supplemental or amended disclosure, including any supplement or amendment to the joint proxy statement/prospectus, is timely provided to Evoqua Water Technologies Corp. stockholders. | Management | For | For | |||||
Page 65 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| MASTEC, INC. | |||||||||
| Security | 576323109 | Meeting Type | Annual | ||||||
| Ticker Symbol | MTZ | Meeting Date | 16-May-2023 | ||||||
| ISIN | US5763231090 | Agenda | 935795558 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | DIRECTOR | Management | |||||||
| 1 | Ernst N. Csiszar | For | For | ||||||
| 2 | Julia L. Johnson | For | For | ||||||
| 3 | Jorge Mas | For | For | ||||||
| 2. | Ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2023. | Management | For | For | |||||
| 3. | Approval of a non-binding advisory resolution regarding the compensation of our named executive officers. | Management | For | For | |||||
| 4. | A non-binding advisory resolution regarding the frequency of the vote regarding the compensation of our named executive officers. | Management | 1 Year | For | |||||
| NOODLES & COMPANY | |||||||||
| Security | 65540B105 | Meeting Type | Annual | ||||||
| Ticker Symbol | NDLS | Meeting Date | 16-May-2023 | ||||||
| ISIN | US65540B1052 | Agenda | 935798439 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | DIRECTOR | Management | |||||||
| 1 | Mary Egan | For | For | ||||||
| 2 | Robert Hartnett | For | For | ||||||
| 2. | To approve, on an advisory (non-binding) basis, the compensation of our named executive officers. | Management | For | For | |||||
| 3. | To approve the Noodles & Company 2023 Stock Incentive Plan. | Management | For | For | |||||
| 4. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending January 2, 2024. | Management | For | For | |||||
Page 66 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| NEWELL BRANDS INC. | |||||||||
| Security | 651229106 | Meeting Type | Annual | ||||||
| Ticker Symbol | NWL | Meeting Date | 16-May-2023 | ||||||
| ISIN | US6512291062 | Agenda | 935806135 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Gary Hu | Management | For | For | |||||
| 1d. | Election of Director: Jay L. Johnson | Management | For | For | |||||
| 1e. | Election of Director: Gerardo I. Lopez | Management | For | For | |||||
| 1f. | Election of Director: Courtney R. Mather | Management | For | For | |||||
| 1g. | Election of Director: Christopher H. Peterson | Management | For | For | |||||
| 1h. | Election of Director: Judith A. Sprieser | Management | For | For | |||||
| 1i. | Election of Director: Stephanie P. Stahl | Management | For | For | |||||
| 1j. | Election of Director: Robert A. Steele | Management | For | For | |||||
| 1k. | Election of Director: David P. Willetts | Management | For | For | |||||
| 2. | Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | |||||
| 3. | Advisory resolution to approve executive compensation. | Management | For | For | |||||
| 4. | Vote on an advisory resolution on the frequency of the advisory vote on executive compensation. | Management | 1 Year | For | |||||
| 5. | A stockholder proposal to amend the stockholders’ right to action by written consent. | Shareholder | For | Against | |||||
| BREAD FINANCIAL HOLDINGS, INC. | |||||||||
| Security | 018581108 | Meeting Type | Annual | ||||||
| Ticker Symbol | BFH | Meeting Date | 16-May-2023 | ||||||
| ISIN | US0185811082 | Agenda | 935806515 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1.1 | Election of Director: Ralph J. Andretta | Management | For | For | |||||
| 1.2 | Election of Director: Roger H. Ballou | Management | For | For | |||||
| 1.3 | Election of Director: John C. Gerspach, Jr. | Management | For | For | |||||
| 1.4 | Election of Director: Rajesh Natarajan | Management | For | For | |||||
| 1.5 | Election of Director: Timothy J. Theriault | Management | For | For | |||||
| 1.6 | Election of Director: Laurie A. Tucker | Management | For | For | |||||
| 1.7 | Election of Director: Sharen J. Turney | Management | For | For | |||||
| 2. | Advisory Vote to Approve Executive Compensation | Management | Against | Against | |||||
| 3. | Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | Management | 1 Year | For | |||||
| 4. | Ratification of the Selection of Deloitte & Touche as the Independent Registered Public Accounting firm of Bread Financial Holdings, Inc. for 2023. | Management | For | For | |||||
Page 67 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| BAUSCH HEALTH COMPANIES, INC. | |||||||||
| Security | 071734107 | Meeting Type | Annual | ||||||
| Ticker Symbol | BHC | Meeting Date | 16-May-2023 | ||||||
| ISIN | CA0717341071 | Agenda | 935808557 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director: Thomas J. Appio | Management | For | For | |||||
| 1b. | Election of Director: Brett M. Icahn | Management | For | For | |||||
| 1c. | Election of Director: Sarah B. Kavanagh | Management | For | For | |||||
| 1d. | Election of Director: Steven D. Miller | Management | For | For | |||||
| 1e. | Election of Director: Dr. Richard C. Mulligan | Management | For | For | |||||
| 1f. | Election of Director: John A. Paulson | Management | For | For | |||||
| 1g. | Election of Director: Robert N. Power | Management | For | For | |||||
| 1h. | Election of Director: Russel C. Robertson | Management | For | For | |||||
| 1i. | Election of Director: Thomas W. Ross, Sr. | Management | For | For | |||||
| 1j. | Election of Director: Amy B. Wechsler, M.D. | Management | For | For | |||||
| 2. | The approval, in an advisory vote, of the compensation of our Named Executive Officers. | Management | Against | Against | |||||
| 3. | The approval, in an advisory vote, of the frequency of advisory votes on the compensation of our Named Executive Officers. | Management | 1 Year | For | |||||
| 4. | The approval of an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan. | Management | For | For | |||||
| 5. | The appointment of PricewaterhouseCoopers LLP to serve as the Company’s auditor until the close of the 2024 Annual Meeting of Shareholders and to authorize the Board to fix the auditor’s remuneration. | Management | For | For | |||||
| ANNALY CAPITAL MANAGEMENT, INC. | |||||||||
| Security | 035710839 | Meeting Type | Annual | ||||||
| Ticker Symbol | NLY | Meeting Date | 17-May-2023 | ||||||
| ISIN | US0357108390 | Agenda | 935793807 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director: Francine J. Bovich | Management | For | For | |||||
| 1b. | Election of Director: David L. Finkelstein | Management | For | For | |||||
| 1c. | Election of Director: Thomas Hamilton | Management | For | For | |||||
| 1d. | Election of Director: Kathy Hopinkah Hannan | Management | For | For | |||||
| 1e. | Election of Director: Michael Haylon | Management | For | For | |||||
| 1f. | Election of Director: Martin Laguerre | Management | For | For | |||||
| 1g. | Election of Director: Eric A. Reeves | Management | For | For | |||||
| 1h. | Election of Director: John H. Schaefer | Management | For | For | |||||
| 1i. | Election of Director: Glenn A. Votek | Management | For | For | |||||
| 1j. | Election of Director: Vicki Williams | Management | For | For | |||||
| 2. | Advisory approval of the Company’s executive compensation. | Management | For | For | |||||
| 3. | Advisory vote on the frequency of future advisory votes to approve the Company’s executive compensation. | Management | 1 Year | For | |||||
| 4. | Amendment to the Company’s Charter to decrease the number of authorized shares of stock. | Management | For | For | |||||
| 5. | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | |||||
| 6. | Advisory stockholder proposal to further reduce the ownership threshold to call a special meeting. | Shareholder | For | Against | |||||
Page 68 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP | |||||||||
| Security | 929740108 | Meeting Type | Annual | ||||||
| Ticker Symbol | WAB | Meeting Date | 17-May-2023 | ||||||
| ISIN | US9297401088 | Agenda | 935797487 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Elect director for a term of three years expiring in 2026: Rafael Santana | Management | For | For | |||||
| 1b. | Elect director for a term of three years expiring in 2026: Lee C. Banks | Management | For | For | |||||
| 1c. | Elect director for a term of three years expiring in 2026: Byron S. Foster | Management | For | For | |||||
| 2. | Approve an advisory (non-binding) resolution relating to the approval of 2022 named executive officer compensation. | Management | For | For | |||||
| 3. | Approval for the one year term on an advisory (non- binding) vote on how often the Company should conduct a stockholder advisory vote on named executive officer compensation. | Management | 1 Year | For | |||||
| 4. | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2023 fiscal year. | Management | For | For | |||||
| SS&C TECHNOLOGIES HOLDINGS, INC. | |||||||||
| Security | 78467J100 | Meeting Type | Annual | ||||||
| Ticker Symbol | SSNC | Meeting Date | 17-May-2023 | ||||||
| ISIN | US78467J1007 | Agenda | 935802024 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Class I Director: Normand A. Boulanger | Management | For | For | |||||
| 1b. | Election of Class I Director: David A. Varsano | Management | For | For | |||||
| 1c. | Election of Class I Director: Michael J. Zamkow | Management | For | For | |||||
| 2. | The approval of the compensation of the named executive officers. | Management | For | For | |||||
| 3. | The approval of the frequency of advisory votes on executive compensation. | Management | 1 Year | For | |||||
| 4. | The ratification of PricewaterhouseCoopers LLP as SS&C’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | |||||
| 5. | The approval of SS&C Technologies Holdings, Inc. 2023 Stock Incentive Plan. | Management | For | For | |||||
Page 69 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| FISERV, INC. | |||||||||
| Security | 337738108 | Meeting Type | Annual | ||||||
| Ticker Symbol | FISV | Meeting Date | 17-May-2023 | ||||||
| ISIN | US3377381088 | Agenda | 935806096 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | DIRECTOR | Management | |||||||
| 1 | Frank J. Bisignano | For | For | ||||||
| 2 | Henrique de Castro | For | For | ||||||
| 3 | Harry F. DiSimone | For | For | ||||||
| 4 | Dylan G. Haggart | For | For | ||||||
| 5 | Wafaa Mamilli | For | For | ||||||
| 6 | Heidi G. Miller | For | For | ||||||
| 7 | Doyle R. Simons | For | For | ||||||
| 8 | Kevin M. Warren | For | For | ||||||
| 2. | To approve, on an advisory basis, the compensation of the named executive officers of Fiserv, Inc. | Management | For | For | |||||
| 3. | Advisory vote on the frequency of advisory votes on the compensation of the named executive officers of Fiserv, Inc. | Management | 1 Year | For | |||||
| 4. | To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Fiserv, Inc. for 2023. | Management | For | For | |||||
| 5. | Shareholder proposal requesting an independent board chair policy. | Shareholder | Against | For | |||||
| AMN HEALTHCARE SERVICES, INC. | |||||||||
| Security | 001744101 | Meeting Type | Annual | ||||||
| Ticker Symbol | AMN | Meeting Date | 17-May-2023 | ||||||
| ISIN | US0017441017 | Agenda | 935808545 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Cary S. Grace | Management | For | For | |||||
| 1e. | Election of Director: R. Jeffrey Harris | Management | For | For | |||||
| 1f. | Election of Director: Daphne E. Jones | Management | For | For | |||||
| 1g. | Election of Director: Martha H. Marsh | Management | For | For | |||||
| 1h. | Election of Director: Sylvia D. Trent-Adams | Management | For | For | |||||
| 1i. | Election of Director: Douglas D. Wheat | Management | For | For | |||||
| 2. | To approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. | Management | For | For | |||||
| 3. | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | |||||
| 4. | A shareholder proposal entitled: “Reform the Current Impossible Special Shareholder Meeting Requirement”. | Shareholder | For | Against | |||||
Page 70 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| STATE STREET CORPORATION | |||||||||
| Security | 857477103 | Meeting Type | Annual | ||||||
| Ticker Symbol | STT | Meeting Date | 17-May-2023 | ||||||
| ISIN | US8574771031 | Agenda | 935809155 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: G. Summe | Management | For | For | |||||
| 2. | To approve an advisory proposal on executive compensation. | Management | For | For | |||||
| 3. | To recommend, by advisory vote, the frequency of future advisory votes on executive compensation. | Management | 1 Year | For | |||||
| 4. | To approve the Amended and Restated 2017 Stock Incentive Plan. | Management | For | For | |||||
| 5. | To ratify the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2023. | Management | For | For | |||||
| 6. | Shareholder proposal relating to asset management stewardship practices, if properly presented. | Shareholder | For | Against | |||||
| MOLSON COORS BEVERAGE COMPANY | |||||||||
| Security | 60871R209 | Meeting Type | Annual | ||||||
| Ticker Symbol | TAP | Meeting Date | 17-May-2023 | ||||||
| ISIN | US60871R2094 | Agenda | 935812405 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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, in a non-binding advisory vote, the compensation of Molson Coors Beverage Company’s named executive officers. | Management | For | For | |||||
Page 71 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| NEUROCRINE BIOSCIENCES, INC. | |||||||||
| Security | 64125C109 | Meeting Type | Annual | ||||||
| Ticker Symbol | NBIX | Meeting Date | 17-May-2023 | ||||||
| ISIN | US64125C1099 | Agenda | 935812506 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | DIRECTOR | Management | |||||||
| 1 | Kevin C. Gorman, Ph.D. | For | For | ||||||
| 2 | Gary A. Lyons | For | For | ||||||
| 3 | Johanna Mercier | For | For | ||||||
| 2. | Advisory vote to approve the compensation paid to the Company’s named executive officers. | Management | For | For | |||||
| 3. | Advisory vote on the frequency of advisory votes to approve the compensation paid to the Company’s named executive officers. | Management | 1 Year | For | |||||
| 4. | To approve an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 6,600,000 shares. | Management | For | For | |||||
| 5. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | |||||
| HOST HOTELS & RESORTS, INC. | |||||||||
| Security | 44107P104 | Meeting Type | Annual | ||||||
| Ticker Symbol | HST | Meeting Date | 18-May-2023 | ||||||
| ISIN | US44107P1049 | Agenda | 935794493 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Diana M. Laing | Management | For | For | |||||
| 1.4 | Election of Director: Richard E. Marriott | Management | For | For | |||||
| 1.5 | Election of Director: Mary Hogan Preusse | Management | For | For | |||||
| 1.6 | Election of Director: Walter C. Rakowich | Management | For | For | |||||
| 1.7 | Election of Director: James F. Risoleo | Management | For | For | |||||
| 1.8 | Election of Director: Gordon H. Smith | Management | For | For | |||||
| 1.9 | Election of Director: A. William Stein | Management | For | For | |||||
| 2. | Ratify appointment of KPMG LLP as independent registered public accountants for 2023. | Management | For | For | |||||
| 3. | Advisory resolution to approve executive compensation. | Management | For | For | |||||
| 4. | Advisory resolution on the frequency of advisory votes on executive compensation. | Management | 1 Year | For | |||||
Page 72 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| ACADIA HEALTHCARE COMPANY, INC. | |||||||||
| Security | 00404A109 | Meeting Type | Annual | ||||||
| Ticker Symbol | ACHC | Meeting Date | 18-May-2023 | ||||||
| ISIN | US00404A1097 | Agenda | 935806185 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director: Michael J. Fucci | Management | For | For | |||||
| 1b. | Election of Director: Wade D. Miquelon | Management | For | For | |||||
| 2. | Approve an amendment and restatement of the Acadia Healthcare Company, Inc. Incentive Compensation Plan as presented in the Proxy Statement. | Management | For | For | |||||
| 3. | Advisory vote on the compensation of the Company’s named executive officers as presented in the Proxy Statement. | Management | For | For | |||||
| 4. | Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | |||||
| THE CHARLES SCHWAB CORPORATION | |||||||||
| Security | 808513105 | Meeting Type | Annual | ||||||
| Ticker Symbol | SCHW | Meeting Date | 18-May-2023 | ||||||
| ISIN | US8085131055 | Agenda | 935809523 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of director: Marianne C. Brown | Management | For | For | |||||
| 1b. | Election of director: Frank C. Herringer | Management | For | For | |||||
| 1c. | Election of director: Gerri K. Martin-Flickinger | Management | For | For | |||||
| 1d. | Election of director: Todd M. Ricketts | Management | For | For | |||||
| 1e. | Election of director: Carolyn Schwab-Pomerantz | Management | For | For | |||||
| 2. | Ratification of the selection of Deloitte & Touche LLP as independent auditors | Management | For | For | |||||
| 3. | Advisory vote to approve named executive officer compensation | Management | Against | Against | |||||
| 4. | Frequency of advisory vote on named executive officer compensation | Management | 1 Year | For | |||||
| 5. | Stockholder Proposal requesting pay equity disclosure | Shareholder | For | Against | |||||
| 6. | Stockholder Proposal requesting company report on discrimination risk oversight and impact | Shareholder | For | Against | |||||
Page 73 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| ACCELERATE DIAGNOSTICS, INC. | |||||||||
| Security | 00430H102 | Meeting Type | Annual | ||||||
| Ticker Symbol | AXDX | Meeting Date | 19-May-2023 | ||||||
| ISIN | US00430H1023 | Agenda | 935863337 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | DIRECTOR | Management | |||||||
| 1 | Wayne C. Burris | For | For | ||||||
| 2 | Louise L. Francesconi | For | For | ||||||
| 3 | Hany Massarany | For | For | ||||||
| 4 | John Patience | For | For | ||||||
| 5 | Marran H. Ogilvie | For | For | ||||||
| 6 | Jack Phillips | For | For | ||||||
| 7 | Jack Schuler | For | For | ||||||
| 8 | Jenny Regan | For | For | ||||||
| 9 | Matthew Strobeck, Ph.D. | For | For | ||||||
| 2. | To approve an amendment to the Company’s Certificate of Incorporation to increase the total number of authorized shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), by 250,000,000 shares, to a total of 450,000,000 shares. | Management | For | For | |||||
| 3. | To approve an amendment to the Company’s 2022 Omnibus Equity Incentive Plan (the “2022 Incentive Plan”) to increase the total number of authorized shares of Common Stock available for grant thereunder by 16,000,000 shares. | Management | For | For | |||||
| 4. | To approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of Common Stock at a reverse split ratio ranging from any whole number between and including 1-for-5 and 1-for-30, with the exact ratio within such range to be determined at the discretion of the Company’s Board of Directors (the “Board”), subject to the Board’s authority to abandon the amendment. | Management | For | For | |||||
| 5. | To approve the issuance of Common Stock in one or more non-public offerings at a price below the “minimum price” and in a number that will exceed 20% of the Company’s outstanding shares of Common Stock in accordance with Nasdaq Listing Rule 5635(d). | Management | For | For | |||||
| 6. | To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023. | Management | For | For | |||||
| HENRY SCHEIN, INC. | |||||||||
| Security | 806407102 | Meeting Type | Annual | ||||||
| Ticker Symbol | HSIC | Meeting Date | 23-May-2023 | ||||||
| ISIN | US8064071025 | Agenda | 935809636 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Scott Serota | Management | For | For | |||||
| 1m. | Election of Director: Bradley T. Sheares, Ph.D. | Management | For | For | |||||
| 1n. | Election of Director: Reed V. Tuckson, M.D., FACP | Management | For | For | |||||
| 2. | Proposal to amend and restate the Company’s 2015 Non- Employee Director Stock Incentive Plan. | Management | For | For | |||||
| 3. | Proposal to approve, by non-binding vote, the 2022 compensation paid to the Company’s Named Executive Officers. | Management | Against | Against | |||||
| 4. | Proposal to recommend, by non-binding vote, the frequency of future advisory votes on executive compensation. | Management | 1 Year | For | |||||
| 5. | Proposal to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023. | Management | For | For | |||||
Page 74 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| XCEL ENERGY INC. | |||||||||
| Security | 98389B100 | Meeting Type | Annual | ||||||
| Ticker Symbol | XEL | Meeting Date | 24-May-2023 | ||||||
| ISIN | US98389B1008 | Agenda | 935814651 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director: Megan Burkhart | Management | For | For | |||||
| 1b. | Election of Director: Lynn Casey | Management | For | For | |||||
| 1c. | Election of Director: Bob Frenzel | Management | For | For | |||||
| 1d. | Election of Director: Netha Johnson | Management | For | For | |||||
| 1e. | Election of Director: Patricia Kampling | Management | For | For | |||||
| 1f. | Election of Director: George Kehl | Management | For | For | |||||
| 1g. | Election of Director: Richard O’Brien | Management | For | For | |||||
| 1h. | Election of Director: Charles Pardee | Management | For | For | |||||
| 1i. | Election of Director: Christopher Policinski | Management | For | For | |||||
| 1j. | Election of Director: James Prokopanko | Management | For | For | |||||
| 1k. | Election of Director: Kim Williams | Management | For | For | |||||
| 1l. | Election of Director: Daniel Yohannes | Management | For | For | |||||
| 2. | Approval of Xcel Energy Inc.’s executive compensation in an advisory vote (say on pay vote) | Management | Against | Against | |||||
| 3. | Approval of the frequency of say on pay votes | Management | 1 Year | For | |||||
| 4. | Ratification of the appointment of Deloitte & Touche LLP as Xcel Energy Inc.’s independent registered public accounting firm for 2023 | Management | For | For | |||||
| NXP SEMICONDUCTORS N.V. | |||||||||
| Security | N6596X109 | Meeting Type | Annual | ||||||
| Ticker Symbol | NXPI | Meeting Date | 24-May-2023 | ||||||
| ISIN | NL0009538784 | Agenda | 935858475 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | Adoption of the 2022 Statutory Annual Accounts | Management | For | For | |||||
| 2. | Discharge the members of the Company’s Board of Directors (the “Board”) for their responsibilities in the financial year ended December 31, 2022 | Management | For | For | |||||
| 3a. | Re-appoint Kurt Sievers as executive director | Management | For | For | |||||
| 3b. | Re-appoint Annette Clayton as non-executive director | Management | For | For | |||||
| 3c. | Re-appoint Anthony Foxx as non-executive director | Management | For | For | |||||
| 3d. | Re-appoint Chunyuan Gu as non-executive director | Management | For | For | |||||
| 3e. | Re-appoint Lena Olving as non-executive director | Management | For | For | |||||
| 3f. | Re-appoint Julie Southern as non-executive director | Management | For | For | |||||
| 3g. | Re-appoint Jasmin Staiblin as non-executive director | Management | For | For | |||||
| 3h. | Re-appoint Gregory Summe as non-executive director | Management | For | For | |||||
| 3i. | Re-appoint Karl-Henrik Sundström as non-executive director | Management | For | For | |||||
| 3j. | Appoint Moshe Gavrielov as non-executive director | Management | For | For | |||||
| 4. | Authorization of the Board to issue ordinary shares of the Company (“ordinary shares”) and grant rights to acquire ordinary shares | Management | For | For | |||||
| 5. | Authorization of the Board to restrict or exclude preemption rights accruing in connection with an issue of shares or grant of rights | Management | For | For | |||||
| 6. | Authorization of the Board to repurchase ordinary shares | Management | For | For | |||||
| 7. | Authorization of the Board to cancel ordinary shares held or to be acquired by the Company | Management | For | For | |||||
| 8. | Re-appointment of Ernst & Young Accountants LLP as our independent auditors for the fiscal year ending December 31, 2023 | Management | For | For | |||||
| 9. | Non-binding, advisory vote to approve Named Executive Officer compensation | Management | For | For | |||||
Page 75 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| PIONEER NATURAL RESOURCES COMPANY | |||||||||
| Security | 723787107 | Meeting Type | Annual | ||||||
| Ticker Symbol | PXD | Meeting Date | 25-May-2023 | ||||||
| ISIN | US7237871071 | Agenda | 935817241 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Richard P. Dealy | Management | For | For | |||||
| 1e. | ELECTION OF DIRECTOR: Maria S. Dreyfus | Management | For | For | |||||
| 1f. | ELECTION OF DIRECTOR: Matthew M. Gallagher | Management | For | For | |||||
| 1g. | ELECTION OF DIRECTOR: Phillip A. Gobe | Management | For | For | |||||
| 1h. | ELECTION OF DIRECTOR: Stacy P. Methvin | Management | For | For | |||||
| 1i. | ELECTION OF DIRECTOR: Royce W. Mitchell | 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 LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023. | Management | For | For | |||||
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | Management | For | For | |||||
| 4. | ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. | Management | 1 Year | For | |||||
| DULUTH HOLDINGS INC. | |||||||||
| Security | 26443V101 | Meeting Type | Annual | ||||||
| Ticker Symbol | DLTH | Meeting Date | 25-May-2023 | ||||||
| ISIN | US26443V1017 | Agenda | 935820109 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1.1 | Election of Director: Stephen L. Schlecht | Management | For | For | |||||
| 1.2 | Election of Director: Samuel M. Sato | Management | For | For | |||||
| 1.3 | Election of Director: Francesca M. Edwardson | Management | For | For | |||||
| 1.4 | Election of Director: David C. Finch | Management | For | For | |||||
| 1.5 | Election of Director: Brett L. Paschke | Management | For | For | |||||
| 1.6 | Election of Director: Susan J. Riley | Management | For | For | |||||
| 1.7 | Election of Director: Ronald Robinson | Management | For | For | |||||
| 1.8 | Election of Director: Scott K. Williams | Management | For | For | |||||
| 2. | Advisory vote to approve the compensation of our named executive officers. | Management | For | For | |||||
| 3. | The ratification of selection of KPMG LLP as the independent registered public accountants for Duluth Holdings Inc. for the year ending January 28, 2024. | Management | For | For | |||||
Page 76 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| TRANE TECHNOLOGIES PLC | |||||||||
| Security | G8994E103 | Meeting Type | Annual | ||||||
| Ticker Symbol | TT | Meeting Date | 01-Jun-2023 | ||||||
| ISIN | IE00BK9ZQ967 | Agenda | 935831897 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Gary D. Forsee | Management | For | For | |||||
| 1e. | Election of Director: Mark R. George | Management | For | For | |||||
| 1f. | Election of Director: John A. Hayes | 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: Melissa N. Schaeffer | Management | For | For | |||||
| 1k. | Election of Director: John P. Surma | Management | For | For | |||||
| 2. | Advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers. | Management | 1 Year | For | |||||
| 3. | Advisory approval of the compensation of the Company’s named executive officers. | Management | For | For | |||||
| 4. | Approval of the appointment of independent auditors of the Company and authorization of the Audit Committee of the Board of Directors to set the auditors’ remuneration. | Management | For | For | |||||
| 5. | Approval of the renewal of the Directors’ existing authority to issue shares. | Management | For | For | |||||
| 6. | Approval of the renewal of the Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders. (Special Resolution) | Management | For | For | |||||
| 7. | Determination of the price range at which the Company can re-allot shares that it holds as treasury shares. (Special Resolution) | Management | For | For | |||||
| NEW YORK COMMUNITY BANCORP, INC. | |||||||||
| Security | 649445103 | Meeting Type | Annual | ||||||
| Ticker Symbol | NYCB | Meeting Date | 01-Jun-2023 | ||||||
| ISIN | US6494451031 | Agenda | 935833207 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director: Alessandro P. DiNello | Management | For | For | |||||
| 1b. | Election of Director: Leslie D. Dunn | Management | For | For | |||||
| 1c. | Election of Director: Lawrence Rosano, Jr. | Management | For | For | |||||
| 1d. | Election of Director: Robert Wann | Management | For | For | |||||
| 2. | The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of New York Community Bancorp, Inc. in the fiscal year ending December 31, 2023. | Management | For | For | |||||
| 3. | An advisory vote to approve compensation for our executive officers disclosed in the accompanying Proxy Statement. | Management | For | For | |||||
| 4. | To provide an advisory vote on the frequency with which the advisory vote on the executive officers’ compensation shall occur. | Management | 1 Year | For | |||||
| 5. | Approval of a management proposal to amend the Amended and Restated Certificate of Incorporation of the Company in order to phase out the classification of the board of directors and provide instead for the annual election of directors. | Management | Against | Against | |||||
| 6. | Approval of a management proposal to amend the Amended and Restated Certificate of Incorporation and Bylaws of the Company to eliminate the supermajority voting requirements. | Management | For | For | |||||
| 7. | Approval of a proposed amendment to the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan. | Management | For | For | |||||
| 8. | A shareholder proposal requesting Board action to eliminate the supermajority requirements in the Company’s Amended and Restated Certificate of Incorporation and Bylaws. | Shareholder | For | Against | |||||
| 9. | A shareholder proposal requesting Board action to evaluate and issue a report to shareholders on how the Company’s lobbying and policy influence activities align with the goal of the Paris Agreement to limit average global warming and temperature increase. | Shareholder | For | For | |||||
Page 77 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| WILLSCOT MOBILE MINI HOLDINGS CORP. | |||||||||
| Security | 971378104 | Meeting Type | Annual | ||||||
| Ticker Symbol | WSC | Meeting Date | 02-Jun-2023 | ||||||
| ISIN | US9713781048 | Agenda | 935830996 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director to serve a one-year term: Mark S. Bartlett | Management | For | For | |||||
| 1b. | Election of Director to serve a one-year term: Erika T. Davis | Management | For | For | |||||
| 1c. | Election of Director to serve a one-year term: Gerard E. Holthaus | Management | For | For | |||||
| 1d. | Election of Director to serve a one-year term: Erik Olsson | Management | For | For | |||||
| 1e. | Election of Director to serve a one-year term: Rebecca L. Owen | Management | For | For | |||||
| 1f. | Election of Director to serve a one-year term: Jeff Sagansky | Management | For | For | |||||
| 1g. | Election of Director to serve a one-year term: Bradley L. Soultz | Management | For | For | |||||
| 1h. | Election of Director to serve a one-year term: Michael W. Upchurch | Management | For | For | |||||
| 2. | To ratify the appointment of Ernst & Young LLP as independent registered public accounting firm of WillScot Mobile Mini Holdings Corp. for the fiscal year ending December 31, 2023. | Management | For | For | |||||
| 3. | To approve, on an advisory and non-binding basis, the compensation of the named executive officers of WillScot Mobile Mini Holdings Corp. | Management | For | For | |||||
| OMEGA HEALTHCARE INVESTORS, INC. | |||||||||
| Security | 681936100 | Meeting Type | Annual | ||||||
| Ticker Symbol | OHI | Meeting Date | 05-Jun-2023 | ||||||
| ISIN | US6819361006 | Agenda | 935830100 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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 for fiscal year 2023. | Management | For | For | |||||
| 3. | Approval, on an Advisory Basis, of Executive Compensation. | Management | For | For | |||||
| 4. | Advisory Vote on Frequency of Advisory Votes on Executive Compensation. | Management | 1 Year | For | |||||
| 5. | Approval of Amendment to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan to increase the number of shares of Common Stock authorized for issuance thereunder. | Management | For | For | |||||
Page 78 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| TOPGOLF CALLAWAY BRANDS CORP. | |||||||||
| Security | 131193104 | Meeting Type | Annual | ||||||
| Ticker Symbol | MODG | Meeting Date | 06-Jun-2023 | ||||||
| ISIN | US1311931042 | Agenda | 935830011 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Laura J. Flanagan | Management | For | For | |||||
| 1d. | Election of Director: Russell L. Fleischer | Management | For | For | |||||
| 1e. | Election of Director: Bavan M. Holloway | Management | For | For | |||||
| 1f. | Election of Director: John F. Lundgren | Management | For | For | |||||
| 1g. | Election of Director: Scott M. Marimow | Management | For | For | |||||
| 1h. | Election of Director: Adebayo O. Ogunlesi | Management | For | For | |||||
| 1i. | Election of Director: Varsha R. Rao | Management | For | For | |||||
| 1j. | Election of Director: Linda B. Segre | Management | For | For | |||||
| 1k. | Election of Director: Anthony S. Thornley | Management | For | For | |||||
| 1l. | Election of Director: C. Matthew Turney | Management | For | For | |||||
| 2. | To ratify, on an advisory basis, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023 | Management | For | For | |||||
| 3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers | Management | For | For | |||||
| 4. | To approve, on an advisory basis, the frequency of future shareholder votes to approve the compensation of the Company’s named executive officers | Management | 1 Year | For | |||||
| FREEPORT-MCMORAN INC. | |||||||||
| Security | 35671D857 | Meeting Type | Annual | ||||||
| Ticker Symbol | FCX | Meeting Date | 06-Jun-2023 | ||||||
| ISIN | US35671D8570 | Agenda | 935831493 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Kathleen L. Quirk | Management | For | For | |||||
| 1k. | Election of Director: John J. Stephens | Management | For | For | |||||
| 1l. | Election of Director: Frances Fragos Townsend | Management | For | For | |||||
| 2. | Approval, on an advisory basis, of the compensation of our named executive officers. | Management | For | For | |||||
| 3. | Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers. | Management | 1 Year | For | |||||
| 4. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023. | Management | For | For | |||||
Page 79 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| EXACT SCIENCES CORPORATION | |||||||||
| Security | 30063P105 | Meeting Type | Annual | ||||||
| Ticker Symbol | EXAS | Meeting Date | 08-Jun-2023 | ||||||
| ISIN | US30063P1057 | Agenda | 935836176 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Class II Director to serve for three-year term: D. Scott Coward | Management | For | For | |||||
| 1b. | Election of Class II Director to serve for three-year term: James Doyle | Management | For | For | |||||
| 1c. | Election of Class II Director to serve for three-year term: Freda Lewis-Hall | Management | For | For | |||||
| 1d. | Election of Class II Director to serve for three-year term: Kathleen Sebelius | Management | For | For | |||||
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023. | Management | For | For | |||||
| 3. | To approve, on an advisory basis, the compensation of our named executive officers. | Management | For | For | |||||
| 4. | To approve, on an advisory basis, the frequency of future advisory votes on executive compensation. | Management | 1 Year | For | |||||
| 5. | To approve an Amendment to our Sixth Amended and Restated Certificate of Incorporation to declassify our Board of Directors. | Management | For | For | |||||
| 6. | To approve Amendment No. 2 to the Exact Sciences Corporation 2019 Omnibus Long-Term Incentive Plan. | Management | For | For | |||||
| SERVICE PROPERTIES TRUST | |||||||||
| Security | 81761L102 | Meeting Type | Annual | ||||||
| Ticker Symbol | SVC | Meeting Date | 12-Jun-2023 | ||||||
| ISIN | US81761L1026 | Agenda | 935794481 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Trustee (for Independent Trustee): Laurie B. Burns | Management | For | For | |||||
| 1b. | Election of Trustee (for Independent Trustee): Robert E. Cramer | Management | For | For | |||||
| 1c. | Election of Trustee (for Independent Trustee): Donna D. Fraiche | Management | For | For | |||||
| 1d. | Election of Trustee (for Independent Trustee): John L. Harrington | Management | For | For | |||||
| 1e. | Election of Trustee (for Independent Trustee): William A. Lamkin | Management | For | For | |||||
| 1f. | Election of Trustee (for Managing Trustee): John G. Murray | Management | For | For | |||||
| 1g. | Election of Trustee (for Managing Trustee): Adam D. Portnoy | Management | For | For | |||||
| 2. | Advisory vote to approve executive compensation. | Management | For | For | |||||
| 3. | Advisory vote on the frequency of future advisory votes to approve executive compensation. | Management | 1 Year | For | |||||
| 4. | Ratification of the appointment of Deloitte & Touche LLP as independent auditors to serve for the 2023 fiscal year. | Management | For | For | |||||
Page 80 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| SKECHERS U.S.A., INC. | |||||||||
| Security | 830566105 | Meeting Type | Annual | ||||||
| Ticker Symbol | SKX | Meeting Date | 12-Jun-2023 | ||||||
| ISIN | US8305661055 | Agenda | 935853487 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | DIRECTOR | Management | |||||||
| 1 | Katherine Blair | For | For | ||||||
| 2 | Yolanda Macias | For | For | ||||||
| 3 | Richard Siskind | For | For | ||||||
| 2. | Amendment to our Certificate of Incorporation to permit the exculpation of our officers. | Management | For | For | |||||
| 3. | Approve the 2023 Incentive Award Plan. | Management | For | For | |||||
| 4. | Advisory vote to approve the compensation of our Named Executive Officers. | Management | Against | Against | |||||
| 5. | Advisory vote on frequency of future advisory votes to approve the compensation of our Named Executive Officers. | Management | 1 Year | Against | |||||
| 6. | Stockholder proposal requesting the Board of Directors to issue a report for Skechers’ net zero climate emissions plan. | Shareholder | Against | For | |||||
| BEST BUY CO., INC. | |||||||||
| Security | 086516101 | Meeting Type | Annual | ||||||
| Ticker Symbol | BBY | Meeting Date | 14-Jun-2023 | ||||||
| ISIN | US0865161014 | Agenda | 935847270 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Claudia F. Munce | Management | For | For | |||||
| 1h) | Election of Director: Richelle P. Parham | Management | For | For | |||||
| 1i) | Election of Director: Steven E. Rendle | Management | For | For | |||||
| 1j) | Election of Director: Sima D. Sistani | Management | For | For | |||||
| 1k) | Election of Director: Melinda D. Whittington | Management | For | For | |||||
| 1l) | Election of Director: Eugene A. Woods | Management | For | For | |||||
| 2) | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 3, 2024 | Management | For | For | |||||
| 3) | To approve in a non-binding advisory vote our named executive officer compensation | Management | For | For | |||||
| 4) | To recommend in a non binding advisory vote the frequency of holding the advisory vote on our named executive officer compensation | Management | 1 Year | For | |||||
Page 81 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| PURE STORAGE, INC. | |||||||||
| Security | 74624M102 | Meeting Type | Annual | ||||||
| Ticker Symbol | PSTG | Meeting Date | 14-Jun-2023 | ||||||
| ISIN | US74624M1027 | Agenda | 935850354 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | DIRECTOR | Management | |||||||
| 1 | Andrew Brown | For | For | ||||||
| 2 | John Colgrove | For | For | ||||||
| 3 | Roxanne Taylor | For | For | ||||||
| 2. | Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 4, 2024. | Management | For | For | |||||
| 3. | An advisory vote on our named executive officer compensation. | Management | For | For | |||||
| 4. | An advisory vote regarding the frequency of future advisory votes on our named executive officer compensation. | Management | 1 Year | For | |||||
| GREEN THUMB INDUSTRIES INC. | |||||||||
| Security | 39342L108 | Meeting Type | Annual | ||||||
| Ticker Symbol | GTBIF | Meeting Date | 14-Jun-2023 | ||||||
| ISIN | CA39342L1085 | Agenda | 935856609 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | Number of Directors. Set the number of directors to be elected at the Meeting to 7 (seven). | Management | For | For | |||||
| 2a. | Election of Director: Dawn Wilson Barnes | Management | For | For | |||||
| 2b. | Election of Director: Wendy Berger | Management | For | For | |||||
| 2c. | Election of Director: Richard Drexler | Management | For | For | |||||
| 2d. | Election of Director: Anthony Georgiadis | Management | For | For | |||||
| 2e. | Election of Director: Jeffrey Goldman | Management | For | For | |||||
| 2f. | Election of Director: Benjamin Kovler | Management | For | For | |||||
| 2g. | Election of Director: Ethan Nadelmann | Management | For | For | |||||
| 3. | Executive Compensation. Approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement. | Management | Against | Against | |||||
| 4. | Reappointment of Auditors. Re-appoint Baker Tilly US, LLP, as the auditors of the Company and to authorize the Board of Directors of the Company to fix that firm’s remuneration and terms of engagement. | Management | For | For | |||||
Page 82 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| GENERAC HOLDINGS INC. | |||||||||
| Security | 368736104 | Meeting Type | Annual | ||||||
| Ticker Symbol | GNRC | Meeting Date | 15-Jun-2023 | ||||||
| ISIN | US3687361044 | Agenda | 935846418 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1.1 | Election of Class II Director: Marcia J. Avedon | Management | For | For | |||||
| 1.2 | Election of Class II Director: Bennett J. Morgan | Management | For | For | |||||
| 1.3 | Election of Class II Director: Dominick P. Zarcone | Management | For | For | |||||
| 2. | Proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ended December 31, 2023. | Management | For | For | |||||
| 3. | Advisory vote on the non-binding “say-on-pay” resolution to approve the compensation of our executive officers. | Management | For | For | |||||
| 4. | Advisory vote on the non-binding resolution regarding the frequency of our advisory votes on executive compensation. | Management | 1 Year | For | |||||
| INGERSOLL RAND INC. | |||||||||
| Security | 45687V106 | Meeting Type | Annual | ||||||
| Ticker Symbol | IR | Meeting Date | 15-Jun-2023 | ||||||
| ISIN | US45687V1061 | Agenda | 935856635 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director: Vicente Reynal | Management | For | For | |||||
| 1b. | Election of Director: William P. Donnelly | Management | For | For | |||||
| 1c. | Election of Director: Kirk E. Arnold | Management | For | For | |||||
| 1d. | Election of Director: Gary D. Forsee | Management | For | For | |||||
| 1e. | Election of Director: Jennifer Hartsock | Management | For | For | |||||
| 1f. | Election of Director: John Humphrey | Management | For | For | |||||
| 1g. | Election of Director: Marc E. Jones | Management | For | For | |||||
| 1h. | Election of Director: Mark Stevenson | Management | For | For | |||||
| 1i. | Election of Director: Michael Stubblefield | Management | For | For | |||||
| 1j. | Election of Director: Tony L. White | Management | For | For | |||||
| 2. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023. | Management | For | For | |||||
| 3. | Non-binding vote to approve executive compensation. | Management | Against | Against | |||||
| 4. | Non-binding vote on the frequency of future votes to approve executive compensation. | Management | 1 Year | For | |||||
Page 83 of 87
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| MARVELL TECHNOLOGY, INC. | |||||||||
| Security | 573874104 | Meeting Type | Annual | ||||||
| Ticker Symbol | MRVL | Meeting Date | 16-Jun-2023 | ||||||
| ISIN | US5738741041 | Agenda | 935858463 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against 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: Rebecca W. House | Management | For | For | |||||
| 1e. | Election of Director: Marachel L. Knight | Management | For | For | |||||
| 1f. | Election of Director: Matthew J. Murphy | Management | For | For | |||||
| 1g. | Election of Director: Michael G. Strachan | Management | For | For | |||||
| 1h. | Election of Director: Robert E. Switz | Management | For | For | |||||
| 1i. | Election of Director: Ford Tamer | Management | For | For | |||||
| 2. | An advisory (non-binding) vote to approve compensation of our named executive officers. | Management | For | For | |||||
| 3. | To conduct an advisory (non-binding) vote on the frequency of holding an advisory shareholder vote on executive compensation. | Management | 1 Year | For | |||||
| 4. | To ratify the appointment of Deloitte and Touche LLP as our independent registered public accounting firm for the fiscal year ending February 3, 2024. | Management | For | For | |||||
| CROWDSTRIKE HOLDINGS, INC. | |||||||||
| Security | 22788C105 | Meeting Type | Annual | ||||||
| Ticker Symbol | CRWD | Meeting Date | 21-Jun-2023 | ||||||
| ISIN | US22788C1053 | Agenda | 935859112 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1. | DIRECTOR | Management | |||||||
| 1 | Johanna Flower | For | For | ||||||
| 2 | Denis J. O’Leary | For | For | ||||||
| 3 | Godfrey R. Sullivan | For | For | ||||||
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as CrowdStrike’s independent registered public accounting firm for its fiscal year ending January 31, 2024. | Management | For | For | |||||
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Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2022 to 06/30/2023
| GLOBAL NET LEASE, INC. | |||||||||
| Security | 379378201 | Meeting Type | Contested-Annual | ||||||
| Ticker Symbol | GNL | Meeting Date | 29-Jun-2023 | ||||||
| ISIN | US3793782018 | Agenda | 935833841 - Management | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | Election of Director: James L. Nelson | Management | No Action | N/A | |||||
| 1b. | Election of Director: Edward M. Weil, Jr. | Management | No Action | N/A | |||||
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the year ending December 31, 2023. | Management | No Action | N/A | |||||
| GLOBAL NET LEASE, INC. | |||||||||
| Security | 379378201 | Meeting Type | Contested-Annual | ||||||
| Ticker Symbol | GNL | Meeting Date | 29-Jun-2023 | ||||||
| ISIN | US3793782018 | Agenda | 935833853 - Opposition | ||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||
| 1a. | The Blackwells Nominees: Jim Lozier | Management | For | For | |||||
| 1b. | The Blackwells Nominees: Richard O’Toole | Management | For | For | |||||
| 1c. | The Company Nominees: James L. Nelson | Management | Withheld | N/A | |||||
| 1d. | The Company Nominees: Edward M. Weil, Jr. | Management | Withheld | N/A | |||||
| 2. | Blackwells Proposal: Adopt a non-binding, advisory resolution requesting that the Board take all necessary steps to repeal Amendment No. 2 to the Company’s Amended and Restated Bylaws (the “Bylaws”). | Management | For | For | |||||
| 3. | Blackwells Proposal: Adopt a non-binding, advisory resolution requesting that the Board take all necessary steps to redeem or otherwise terminate any poison pill. | Management | For | For | |||||
| 4. | Blackwells Proposal: Adopt a non-binding, advisory resolution requesting that the Board take all necessary steps to declassify the Board such that all directors are elected to the Board on an annual basis. | Management | For | For | |||||
| 5. | Blackwells Proposal: Adopt a non-binding, advisory resolution requesting that the Board take all necessary steps to establish majority voting director resignation procedures. | Management | For | For | |||||
| 6. | Blackwells Proposal: Adopt a non-binding, advisory resolution requesting that the Board promptly designate a Strategic Review Committee of the Board. | Management | For | For | |||||
| 7. | Blackwells Proposal: Adopt a non-binding, advisory resolution requesting that the Board amend and restate Article XV of the Bylaws. | Management | For | For | |||||
| 8. | Company Proposal: Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. | Management | For | For | |||||
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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.
Page 86 of 87
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 25, 2023 | ||
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