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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number -- 811- 05010
MUTUAL FUND AND VARIABLE INSURANCE TRUST
(Exact name of registrant as specified in charter)
36 North New York Avenue
Huntington, NY 11743
(Address of principal executive offices) (Zip code)
The Corporation Trust Company
Corporate Trust Center
1209 Orange Street
Wilmington, DE 19801
(Name and address of agent for service)
Registrant’s telephone number, including area code: 631-629-4237
Date of fiscal year end: December 31
Date of reporting period: July 1, 2022 – June 30, 2023
ITEM 1. PROXY VOTING RECORD:
Item 1, For each Fund as indicated contains the following information indicating for each matter relating to a portfolio security owned by the Registrant considered at any shareholder meeting held during the twelve month period ended June 30, 2023 with respect to which the Registrant was entitled to vote:
| (a) | The name of the issuer of the portfolio security; |
| (b) | The exchange ticker symbol of the portfolio security; |
| (c) | The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security; |
| (d) | The shareholder meeting date; |
| (e) | A brief identification of the matter voted on; |
| (f) | Whether the matter was proposed by the issuer or by a security holder; |
| (g) | Whether the Registrant cast its vote on the matter; |
| (h) | How the Registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and |
| (i) | Whether the Registrant cast its vote for or against management. |
| Registrant: Mutual Fund & Variable Insurance Trust | Fund Name: Rational Dynamic Brands Fund | |||||||||
| Investment Company 1940 Act File # 811-05010 | ||||||||||
| Reporting Period: July 1, 2022 - June 30, 2023 | ||||||||||
| N-PX Proxy Voting Requirements | ||||||||||
| (a) Issuer's Name | (b) Exchange Ticker Symbol | (c)"CUSIP" # | (d) Shareholder Meeting Date | (e) Matter Identification | (f) Proposal Type Mgmt. or Shareholder | (g) Voted Yes or No | (h) Vote Cast For or Against | (i) For or Against Management | ||
| TESLA INC | TSLA | 88160R101 | Annual 8.04.2022 | 1.1 Election of Director: Ira Ehrenpreis | Mgmt | Y | For | For | ||
| 1.2 Election of Director: Kathleen Wilson-Thompson | Mgmt | Y | For | For | ||||||
| 2. Tesla proposal for adoption of amendments to certificate of incorporation to reduce director terms to two years. | Mgmt | Y | For | For | ||||||
| 3. Tesla proposal for adoption of amendments to certificate of incorporation and bylaws to eliminate applicable supermajority voting requirements. | Mgmt | Y | For | For | ||||||
| 4. Tesla proposal for adoption of amendments to certificate of incorporation to increase the number of authorized shares of common stock by 4,000,000,000 shares | Mgmt | Y | For | For | ||||||
| 5. Tesla proposal to ratify the appointment of independent registered public accounting firm. | Mgmt | Y | For | For | ||||||
| 6. Stockholder proposal regarding proxy access. | Shareholder | Y | Against | Against | ||||||
| 7. Stockholder proposal regarding annual reporting on anti-discrimination and harassment efforts. | Shareholder | Y | Against | Against | ||||||
| 8. Stockholder proposal regarding annual reporting on Board diversity. | Shareholder | Y | Against | Against | ||||||
| 9. Stockholder proposal regarding reporting on employee arbitration. | Shareholder | Y | Against | Against | ||||||
| 10. Stockholder proposal regarding reporting on lobbying. | Shareholder | Y | Against | Against | ||||||
| 11. Stockholder proposal regarding adoption of a freedom of association and collective bargaining policy. | Shareholder | Y | Against | Against | ||||||
| 12. Stockholder proposal regarding additional reporting on child labor. | Shareholder | Y | Against | Against | ||||||
| 13. Stockholder proposal regarding additional reporting on water risk. | Shareholder | Y | Against | Against | ||||||
| NIKE INC CLASS B | NKE | 654106103 | Annual 9.09.2022 | 1a. Election of Class B Director: Alan B. Graf, Jr. | Mgmt | Y | For | For | ||
| 1b. Election of Class B Director: Peter B. Henry | Mgmt | Y | For | For | ||||||
| 1c. Election of Class B Director: Michelle A. Peluso | Mgmt | Y | For | For | ||||||
| 2.To approve executive compensation by an advisory vote. | Mgmt | Y | For | For | ||||||
| 3. To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm. | Mgmt | Y | For | For | ||||||
| 4. To approve the amendment of the NIKE, Inc. Employee Stock Purchase Plan to increase authorized shares. | Mgmt | Y | For | For | ||||||
| 5. To consider a shareholder proposal regarding a policy on China sourcing, if properly presented at the meeting. | Shareholder | Y | Against | Against | ||||||
| ESTEE LAUDER CO INC CLASS A | EL | 518439104 | Annual 11.18.2022 | 1a. Election of Class II Director: Ronald S. Lauder | Mgmt | Y | For | For | ||
| 1b. Election of Class II Director: William P. Lauder | Mgmt | Y | For | For | ||||||
| 1c. Election of Class II Director: Richard D. Parsons | Mgmt | Y | For | For | ||||||
| 1d. Election of Class II Director: Lynn Forester de Rothschild | Mgmt | Y | For | For | ||||||
| 1e. Election of Class II Director: Jennifer Tejada | Mgmt | Y | For | For | ||||||
| 1f. Election of Class II Director: Richard F. Zannino | Mgmt | Y | For | For | ||||||
| 2. Ratification of appointment of PricewaterhouseCoopers LLP as independent auditors for the 2023 fiscal year. | Mgmt | Y | For | For | ||||||
| 3. Advisory vote to approve executive compensation. | Mgmt | Y | For | For | ||||||
| Microsoft Corp | MSFT | 594918104 | Annual 12.13.2022 | 1a. Election of Director: Reid G. Hoffman | Mgmt | Y | For | For | ||
| 1b. Election of Director: Hugh F. Johnston | Mgmt | Y | For | For | ||||||
| 1c. Election of Director: Teri L. List | Mgmt | Y | For | For | ||||||
| 1d. Election of Director: Satya Nadella | Mgmt | Y | For | For | ||||||
| 1e. Election of Director: Sandra E. Peterson | Mgmt | Y | For | For | ||||||
| 1f. Election of Director: Penny S. Pritzker | Mgmt | Y | For | For | ||||||
| 1g. Election of Director: Carlos A. Rodriguez | Mgmt | Y | For | For | ||||||
| 1h. Election of Director: Charles W. Scharf | Mgmt | Y | For | For | ||||||
| 1i. Election of Director: John W. Stanton | Mgmt | Y | For | For | ||||||
| 1j. Election of Director: John W. Thompson | Mgmt | Y | For | For | ||||||
| 1k .Election of Director: Emma N. Walmsley | Mgmt | Y | For | For | ||||||
| 1l. Election of Director: Padmasree Warrior | Mgmt | Y | For | For | ||||||
| 2. Advisory vote to approve named executive officer compensation | Mgmt | Y | For | For | ||||||
| 3. Ratification of the Selection of Deloitte & Touche LLP as our Independent Auditor for Fiscal Year 2023 | Mgmt | Y | For | For | ||||||
| 4. Shareholder Proposal - Cost/Benefit Analysis of Diversity and Inclusion | Shareholder | Y | Against | Against | ||||||
| 5. Shareholder Proposal - Report on Hiring of Persons with Arrest or Incarceration Records | Shareholder | Y | Against | Against | ||||||
| 6. Shareholder Proposal - Report on Investment of Retirement Funds in Companies Contributing to Climate Change | Shareholder | Y | Against | Against | ||||||
| 7. Shareholder Proposal - Report on Government Use of Microsoft Technology | Shareholder | Y | Against | Against | ||||||
| 8. Shareholder Proposal - Report on Development of Products for Military | Shareholder | Y | Against | Against | ||||||
| 9. Shareholder Proposal - Report on Tax Transparency | Shareholder | Y | Against | Against | ||||||
| INTUIT INC | INTU | 461202103 | Annual 01.18.2023 | 1a. Election of Director: Eve Burton | Mgmt | Y | For | For | ||
| 1b. Election of Director: Scott D. Cook | Mgmt | Y | For | For | ||||||
| 1c. Election of Director: Richard L. Dalzell | Mgmt | Y | For | For | ||||||
| 1d. Election of Director: Sasan K. Goodarzi | Mgmt | Y | For | For | ||||||
| 1e. Election of Director: Deborah Liu | Mgmt | Y | For | For | ||||||
| 1f. Election of Director: Tekedra Mawakana | Mgmt | Y | For | For | ||||||
| 1g. Election of Director: Suzanne Nora Johnson | Mgmt | Y | For | For | ||||||
| 1h. Election of Director: Thomas Szkutak | Mgmt | Y | For | For | ||||||
| 1i. Election of Director: Raul Vazquez | Mgmt | Y | For | For | ||||||
| 2. Advisory vote to approve Intuit's executive compensation (say-on-pay) | Mgmt | Y | For | For | ||||||
| INTUIT INC | INTU | 461202103 | Annual 01.18.2023 | 3. Ratification of the selection of Ernst & Young LLP as Intuit's independent registered public accounting firm for the fiscal year ending July 31, 2023 | Mgmt | Y | For | For | ||
| INTUIT INC | INTU | 461202103 | 4. Approval of the Amended and Restated Employee Stock Purchase Plan to increase the share reserve by an additional 2,000,000 shares | Mgmt | Y | For | For | |||
| Visa Inc. | V | 92826C839 | Annual 01.24.2023 | 1.a Election of Director: Lloyd A. Carney | Mgmt | Y | For | For | ||
| 1.b Election of Director: Kermit R. Crawford | Mgmt | Y | For | For | ||||||
| 1.c Election of Director: Francisco Javier Fernández-Carbajal | Mgmt | Y | For | For | ||||||
| 1.d Election of Director: Alfred F. Kelly, Jr. | Mgmt | Y | For | For | ||||||
| 1.e Election of Director: Ramon Laguarta | Mgmt | Y | For | For | ||||||
| 1.f Election of Director: Teri L. List | Mgmt | Y | For | For | ||||||
| 1.g Election of Director: John F. Lundgren | Mgmt | Y | For | For | ||||||
| 1.h Election of Director: Denise M. Morrison | Mgmt | Y | For | For | ||||||
| 1.i Election of Director: Linda J. Rendle | Mgmt | Y | For | For | ||||||
| 1.j Election of Director: Maynard G. Webb, Jr. | Mgmt | Y | For | For | ||||||
| 2. To approve, on an advisory basis, the compensation paid to our named executive officers. | Mgmt | Y | For | For | ||||||
| 3. To hold an advisory vote on the frequency of future advisory votes to approve executive compensation. | Mgmt | Y | 1 Year | For | ||||||
| 4. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2022. | Mgmt | Y | For | For | ||||||
| 5. To vote on a stockholder proposal requesting an independent board chair policy | Shareholder | Y | Against | Against | ||||||
| COSTCO WHOLESALE CORPORATION | COST | 22160K105 | Annual 01.19.2023 | 1a. Election of Director: Susan L. Decker | Mgmt | Y | For | For | ||
| 1b. Election of Director: Kenneth D. Denman | Mgmt | Y | For | For | ||||||
| 1c. Election of Director: Richard A. Galanti | Mgmt | Y | For | For | ||||||
| 1d. Election of Director: Hamilton E. James | Mgmt | Y | For | For | ||||||
| 1e. Election of Director: W. Craig Jelinek | Mgmt | Y | For | For | ||||||
| 1f. Election of Director: Sally Jewell | Mgmt | Y | For | For | ||||||
| 1g. Election of Director: Charles T. Munger | Mgmt | Y | For | For | ||||||
| 1h. Election of Director: Jeffrey S. Raikes | Mgmt | Y | For | For | ||||||
| 1i. Election of Director: John W. Stanton | Mgmt | Y | For | For | ||||||
| 1j. Election of Director: Ron M. Vachris | Mgmt | Y | For | For | ||||||
| 1k. Election of Director: Maggie Wilderotter | Mgmt | Y | For | For | ||||||
| 2. Ratification of selection of independent auditors. | Mgmt | Y | For | For | ||||||
| 3. Approval, on an advisory basis, of executive compensation. | Mgmt | Y | For | For | ||||||
| 4. Approval, on an advisory basis, of frequency of future advisory votes on executive compensation. | Mgmt | Y | 1 Year | For | ||||||
| 5. Shareholder proposal regarding report on risks of state policies restricting reproductive rights. | Shareholder | Y | Against | Against | ||||||
| RH | RH | 74967X103 | Special 02.07.2023 | 1. To approve the RH 2023 Stock Incentive Plan. | Mgmt | Y | For | For | ||
| APPLE INC | AAPL | 037833100 | Annual 03.10.2023 | 1a. Election of Director: James Bell | Mgmt | Y | For | For | ||
| 1b. Election of Director: Tim Cook | Mgmt | Y | For | For | ||||||
| 1c. Election of Director: Al Gore | Mgmt | Y | For | For | ||||||
| 1d. Election of Director: Alex Gorsky | Mgmt | Y | For | For | ||||||
| 1e. Election of Director: Andrea Jung | Mgmt | Y�� | For | For | ||||||
| 1f. Election of Director: Art Levinson | Mgmt | Y | For | For | ||||||
| 1g. Election of Director: Monica Lozano | Mgmt | Y | For | For | ||||||
| 1h. Election of Director: Ron Sugar | Mgmt | Y | For | For | ||||||
| 1i. Election of Director: Sue Wagner | Mgmt | Y | For | For | ||||||
| 2. Ratification of the appointment of Ernst & Young LLP as Apple's independent registered public accounting firm for fiscal 2023 | Mgmt | Y | For | For | ||||||
| 3. Advisory vote to approve executive compensation | Mgmt | Y | For | For | ||||||
| 4. Advisory vote on the frequency of advisory votes on executive compensation | Mgmt | Y | 1 Year | For | ||||||
| 5. A shareholder proposal entitled "Civil Rights and Non-Discrimination Audit Proposal" | Shareholder | Y | Against | Against | ||||||
| 6. A shareholder proposal entitled "Communist China Audit" | Shareholder | Y | Against | Against | ||||||
| 7. A shareholder proposal on Board policy for communication with shareholder proponents | Shareholder | Y | Against | Against | ||||||
| 8. A shareholder proposal entitled "Racial and Gender Pay Gaps" | Shareholder | Y | Against | Against | ||||||
| 9. A shareholder proposal entitled "Shareholder Proxy Access Amendments | Shareholder | Y | Against | Against | ||||||
| RH | RH | 74967X103 | Special 04.04.2023 | To approve the RH 2023 Stock Incentive Plan. More Details | Mgmt | Y | For | For | ||
| ELI LILLY AND COMPANY | LLY | 532457108 | Annual 05.01.2023 | 1a. Election of Director to serve a three-year term: William G. Kaelin, Jr. | Mgmt | Y | For | For | ||
| 1b. Election of Director to serve a three-year term: David A. Ricks | Mgmt | Y | For | For | ||||||
| 1c. Election of Director to serve a three-year term: Marschall S. Runge | Mgmt | Y | For | For | ||||||
| 1d. Election of Director to serve a three-year term: Karen Walker | Mgmt | Y | For | For | ||||||
| 2. Approval, on an advisory basis, of the compensation paid to the company's named executive officers. | Mgmt | Y | For | For | ||||||
| 3. Advisory vote on frequency of future advisory votes on named executive officer compensation. | Mgmt | Y | 1 Year | 1 Year | ||||||
| 4. Ratification of the appointment of Ernst & Young LLP as the independent auditor for 2023. | Mgmt | Y | For | For | ||||||
| 5. Approval of amendments to the company's Articles of Incorporation to eliminate the classified board structure. | Mgmt | Y | For | For | ||||||
| 6. Approval of amendments to the company's Articles of Incorporation to eliminate supermajority voting provisions. | Mgmt | Y | For | For | ||||||
| 7. Shareholder proposal to publish an annual report disclosing lobbying activities. | Shareholder | Y | Against | Against | ||||||
| 8. Shareholder proposal to eliminate supermajority voting requirements. | Shareholder | Y | Against | Against | ||||||
| 9. Shareholder proposal to establish and report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents. | Shareholder | Y | Against | Against | ||||||
| 10. Shareholder proposal to report on risks of supporting abortion. | Shareholder | Y | Against | Against | ||||||
| 11. Shareholder proposal to disclose lobbying activities and alignment with public policy positions and statements. | Shareholder | Y | Against | Against | ||||||
| 12. Shareholder proposal to report on effectiveness of the company's diversity, equity, and inclusion efforts. | Shareholder | Y | Against | Against | ||||||
| 13. Shareholder proposal to adopt a policy to require certain third-party organizations to annually report expenditures for political activities before Lilly contributes to an organization. | Shareholder | Y | Against | Against | ||||||
| TESLA, INC | TSLA | 88160R101 | Annual 05.16.2023 | 1.1 Election of Director: Elon Musk | Mgmt | Y | For | For | ||
| 1.2 Election of Director: Robyn Denholm | Mgmt | Y | For | For | ||||||
| 1.3 Election of Director: JB Straubel | Mgmt | Y | For | For | ||||||
| 2. Tesla proposal to approve executive compensation on a non- binding advisory basis. | Mgmt | Y | For | For | ||||||
| 3. Tesla proposal to approve the frequency of future votes on executive compensation on a non-binding advisory basis. | Mgmt | Y | 3 Year | Against | ||||||
| 4. Tesla proposal to ratify the appointment of independent registered public accounting firm. | Mgmt | Y | For | For | ||||||
| 5. Stockholder proposal regarding reporting on key-person risk. | Shareholder | Y | Against | Against | ||||||
| THE CHARLES SCHWAB CORPORATION | SCHW | 808513105 | Annual 05.18.2023 | 1.a Election of director: Marianne C. Brown | Mgmt | Y | For | For | ||
| 1.b Election of director: Frank C. Herringer | Mgmt | Y | For | For | ||||||
| 1.c Election of director: Gerri K. Martin-Flickinger | Mgmt | Y | For | For | ||||||
| 1.d Election of director: Todd M. Ricketts | Mgmt | Y | For | For | ||||||
| 1.e Election of director: Carolyn Schwab-Pomerantz | Mgmt | Y | For | For | ||||||
| 2. Ratification of the selection of Deloitte & Touche LLP as independent auditors | Mgmt | Y | For | For | ||||||
| 3. Advisory vote to approve named executive officer compensation | Mgmt | Y | For | For | ||||||
| 4. Frequency of advisory vote on named executive officer compensation | Mgmt | Y | 1 Year | For | ||||||
| 5. Stockholder Proposal requesting pay equity disclosure | Shareholder | Y | Against | Against | ||||||
| 6. Stockholder Proposal requesting company report on discrimination risk oversight and impact | Shareholder | Y | Against | Against | ||||||
| Amazon.com, Inc. COM | AMZN | 023135106 | Annual 05.24.2023 | 1a. Election of Director: Jeffrey P. Bezos | Mgmt | Y | For | For | ||
| 1b. Election of Director: Andrew R. Jassy | Mgmt | Y | For | For | ||||||
| 1c. Election of Director: Keith B. Alexande | Mgmt | Y | For | For | ||||||
| 1d. Election of Director: Edith W. Cooper | Mgmt | Y | For | For | ||||||
| 1e. Election of Director: Jamie S. Gorelick | Mgmt | Y | For | For | ||||||
| 1f. Election of Director: Daniel P. Huttenlocher | Mgmt | Y | For | For | ||||||
| 1g. Election of Director: Judith A. McGrath | Mgmt | Y | For | For | ||||||
| 1h. Election of Director: Indra K. Nooyi | Mgmt | Y | For | For | ||||||
| 1i. Election of Director: Jonathan J. Rubinstein | Mgmt | Y | For | For | ||||||
| 1j. Election of Director: Patricia Q. Stonesifer | Mgmt | Y | For | For | ||||||
| 1k. Election of Director: Wendell P. Weeks | Mgmt | Y | For | For | ||||||
| 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS | Mgmt | Y | For | For | ||||||
| 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | Mgmt | Y | For | For | ||||||
| 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | Mgmt | Y | 1 Year | For | ||||||
| 5. REAPPROVAL OF OUR 1997 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR PURPOSES OF FRENCH TAX LAW | Mgmt | Y | For | For | ||||||
| 6. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON RETIREMENT PLAN OPTIONS | Shareholder | Y | Against | Against | ||||||
| 7. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CUSTOMER DUE DILIGENCE | Shareholder | Y | Against | Against | ||||||
| 8. SHAREHOLDER PROPOSAL REQUESTING REPORTING ON CONTENT AND PRODUCT REMOVAL/RESTRICTIONS | Shareholder | Y | Against | Against | ||||||
| 9. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CONTENT REMOVAL REQUESTS | Shareholder | Y | Against | Against | ||||||
| 10. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON STAKEHOLDER IMPACTS | Shareholder | Y | Against | Against | ||||||
| 11. SHAREHOLDER PROPOSAL REQUESTING ALTERNATIVE TAX REPORTING | Shareholder | Y | Against | Against | ||||||
| 12. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON CLIMATE LOBBYING | Shareholder | Y | Against | Against | ||||||
| 13. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON GENDER/RACIAL PAY | Shareholder | Y | Against | Against | ||||||
| 14. SHAREHOLDER PROPOSAL REQUESTING AN ANALYSIS OF COSTS ASSOCIATED WITH DIVERSITY, EQUITY, AND INCLUSION | Shareholder | Y | Against | Against | ||||||
| 15. SHAREHOLDER PROPOSAL REQUESTING AN AMENDMENT TO OUR BYLAWS TO REQUIRE SHAREHOLDER APPROVAL FOR CERTAIN FUTURE AMENDMENTS | Shareholder | Y | Against | Against | ||||||
| 16. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON FREEDOM OF ASSOCIATION | Shareholder | Y | Against | Against | ||||||
| 17. SHAREHOLDER PROPOSAL REQUESTING A NEW POLICY REGARDING OUR EXECUTIVE COMPENSATION PROCESS | Shareholder | Y | Against | Against | ||||||
| 18. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON ANIMAL WELFARE STANDARDS | Shareholder | Y | Against | Against | ||||||
| 19. SHAREHOLDER PROPOSAL REQUESTING AN ADDITIONAL BOARD COMMITTEE | Shareholder | Y | Against | Against | ||||||
| 20. SHAREHOLDER PROPOSAL REQUESTING AN ALTERNATIVE DIRECTOR CANDIDATE POLICY | Shareholder | Y | Against | Against | ||||||
| 21. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON WAREHOUSE WORKING CONDITIONS | Shareholder | Y | Against | Against | ||||||
| 22. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON PACKAGING MATERIALS | Shareholder | Y | Against | Against | ||||||
| 23. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CUSTOMER USE OF CERTAIN TECHNOLOGIES | Shareholder | Y | Against | Against | ||||||
| Thermo Fisher Scientific Inc COM | TMO | 883556102 | Annual 05.24.2023 | 1a. Election of Director: Marc N. Casper | Mgmt | Y | For | For | ||
| 1b. Election of Director: Nelson J. Chai | Mgmt | Y | For | For | ||||||
| 1c. Election of Director: Ruby R. Chandy | Mgmt | Y | For | For | ||||||
| 1d. Election of Director: C. Martin Harris | Mgmt | Y | For | For | ||||||
| 1e. Election of Director: Tyler Jacks | Mgmt | Y | For | For | ||||||
| 1f. Election of Director: R. Alexandra Keith | Mgmt | Y | For | For | ||||||
| 1g. Election of Director: James C. Mullen | Mgmt | Y | For | For | ||||||
| 1h. Election of Director: Lars R. Sørensen | Mgmt | Y | For | For | ||||||
| 1i. Election of Director: Debora L. Spar | Mgmt | Y | For | For | ||||||
| 1j. Election of Director: Scott M. Sperling | Mgmt | Y | For | For | ||||||
| 1k. Election of Director: Dion J. Weisler | Mgmt | Y | For | For | ||||||
| 2. An advisory vote to approve named executive officer compensation. | Mgmt | Y | For | For | ||||||
| 3. An advisory vote on the frequency of future named executive officer advisory votes. | Mgmt | Y | 1 Year | For | ||||||
| 4. Ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as the Company's independent auditors for 2023. | Mgmt | Y | For | For | ||||||
| 5. Approval of the Company's Amended and Restated 2013 Stock Incentive Plan. | Mgmt | Y | For | For | ||||||
| 6. Approval of the Company's 2023 Global Employee Stock Purchase Plan. | Mgmt | Y | For | For | ||||||
| Meta Platforms Inc CL A | META | 30303M102 | Annual 05.31.2023 | 1. Election of Directors: Peggy Alford, Marc L. Andreessen, Andrew W. Houston, Nancy Killefer, Robert M. Kimmitt, Sheryl K Sandberg, Tracey T. Travis, Tony Xu, Mark Zuckerberg | Mgmt | Y | 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. | Mgmt | Y | For | For | ||||||
| 3. A shareholder proposal regarding government takedown requests. | Shareholder | Y | Against | Against | ||||||
| 4. A shareholder proposal regarding dual class capital structure. | Shareholder | Y | Against | Against | ||||||
| 5. A shareholder proposal regarding human rights impact assessment of targeted advertising. | Shareholder | Y | Against | Against | ||||||
| 6.A shareholder proposal regarding report on lobbying disclosures. | Shareholder | Y | Against | Against | ||||||
| 7. A shareholder proposal regarding report on allegations of political entanglement and content management biases in India. | Shareholder | Y | Against | Against | ||||||
| 8. A shareholder proposal regarding report on framework to assess company lobbying alignment with climate goals | Shareholder | Y | Against | Against | ||||||
| 9. A shareholder proposal regarding report on reproductive rights and data privacy. | Shareholder | Y | Against | Against | ||||||
| 10. A shareholder proposal regarding report on enforcement of Community Standards and user content. | Shareholder | Y | Against | Against | ||||||
| 11. A shareholder proposal regarding report on child safety impacts and actual harm reduction to children. | Shareholder | Y | Against | Against | ||||||
| 12. A shareholder proposal regarding report on pay calibration to externalized costs. | Shareholder | Y | Against | Against | ||||||
| 13. A shareholder proposal regarding performance review of the audit & risk oversight committee. | Shareholder | Y | Against | Against | ||||||
| Alphabet Inc. CAP STK CL A | GOOGL | 02079K305 | Annual 06.02.2023 | 1a. Election of Director: Larry Page | Mgmt | Y | For | For | ||
| 1b. Election of Director: Sergey Brin | Mgmt | Y | For | For | ||||||
| 1c. Election of Director: Sundar Pichai | Mgmt | Y | For | For | ||||||
| 1d. Election of Director: John L. Hennessy | Mgmt | Y | For | For | ||||||
| 1e. Election of Director: Frances H. Arnold | Mgmt | Y | For | For | ||||||
| 1f. Election of Director: R. Martin "Marty" Chávez | Mgmt | Y | For | For | ||||||
| 1g. Election of Director: L. John Doerr | Mgmt | Y | For | For | ||||||
| 1h. Election of Director: Roger W. Ferguson Jr. | Mgmt | Y | For | For | ||||||
| 1i. Election of Director: Ann Mather | Mgmt | Y | For | For | ||||||
| 1j. Election of Director: K. Ram Shriram | Mgmt | Y | For | For | ||||||
| 1k. Election of Director: Robin L. Washington | Mgmt | Y | 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 | Mgmt | Y | 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 | Mgmt | Y | For | For | ||||||
| 4. Advisory vote to approve compensation awarded to named executive officers | Mgmt | Y | For | For | ||||||
| 5. Advisory vote on the frequency of advisory votes to approve compensation awarded to named executive officers | Mgmt | Y | 3 Year | Against | ||||||
| 6. Stockholder proposal regarding a lobbying report | Shareholder | Y | Against | Against | ||||||
| 7. Stockholder proposal regarding a congruency report | Shareholder | Y | Against | Against | ||||||
| 8. Stockholder proposal regarding a climate lobbying report | Shareholder | Y | Against | Against | ||||||
| 9. Stockholder proposal regarding a report on reproductive rights and data privacy | Shareholder | Y | Against | Against | ||||||
| 10. Stockholder proposal regarding a human rights assessment of data center siting | Shareholder | Y | Against | Against | ||||||
| 11. Stockholder proposal regarding a human rights assessment of targeted ad policies and practices | Shareholder | Y | Against | Against | ||||||
| 12. Stockholder proposal regarding algorithm disclosures | Shareholder | Y | Against | Against | ||||||
| 13. Stockholder proposal regarding a report on alignment of YouTube policies with legislation | Shareholder | Y | Against | Against | ||||||
| 14. Stockholder proposal regarding a content governance report | Shareholder | Y | Against | Against | ||||||
| 15. Stockholder proposal regarding a performance review of the Audit and Compliance Committee | Shareholder | Y | Against | Against | ||||||
| 16. Stockholder proposal regarding bylaws amendment | Shareholder | Y | Against | Against | ||||||
| 17. Stockholder proposal regarding "executives to retain significant stock" | Shareholder | Y | Against | Against | ||||||
| 18. Stockholder proposal regarding equal shareholder voting | Shareholder | Y | Against | Against | ||||||
| UnitedHealth Group Inc. COM | UNH | 91324P102 | Annual 06.05.2023 | 1a. Election of Director: Timothy Flynn | Mgmt | Y | For | For | ||
| 1b. Election of Director: Paul Garcia | Mgmt | Y | For | For | ||||||
| 1c. Election of Director: Kristen Gil | Mgmt | Y | For | For | ||||||
| 1d. Election of Director: Stephen Hemsley | Mgmt | Y | For | For | ||||||
| 1e. Election of Director: Michele Hooper | Mgmt | Y | For | For | ||||||
| 1f. Election of Director: F. William McNabb III | Mgmt | Y | For | For | ||||||
| 1g. Election of Director: Valerie Montgomery Rice, M.D. | Mgmt | Y | For | For | ||||||
| 1h. Election of Director: John Noseworthy, M.D. | Mgmt | Y | For | For | ||||||
| 1i. Election of Director: Andrew Witty | Mgmt | Y | For | For | ||||||
| 2. Advisory approval of the Company's executive compensation. | Mgmt | Y | For | For | ||||||
| 3. Advisory approval of the frequency of holding future say-on-pay votes. | Mgmt | Y | 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. | Mgmt | Y | For | For | ||||||
| 5. If properly presented at the 2023 Annual Meeting of Shareholders, the shareholder proposal seeking a third-party racial equity audit | Shareholder | Y | Against | Against | ||||||
| 6. If properly presented at the 2023 Annual Meeting of Shareholders, the shareholder proposal requiring a political contributions congruency report. | Shareholder | Y | Against | Against | ||||||
| 7. If properly presented at the 2023 Annual Meeting of Shareholders, the shareholder proposal seeking shareholder ratification of termination pay. | Shareholder | Y | Against | Against | ||||||
| Regeneron Pharmaceuticals, Inc. COM | REGN | 75886F107 | Annual 06.09.2023 | 1a. Election of Director: Joseph L. Goldstein, M.D. | Mgmt | Y | For | For | ||
| 1b. Election of Director: Christine A. Poon | Mgmt | Y | For | For | ||||||
| 1c. Election of Director: Craig B. Thompson, M.D. | Mgmt | Y | For | For | ||||||
| 1d. Election of Director: Huda Y. Zoghbi, M.D. | Mgmt | Y | For | For | ||||||
| Regeneron Pharmaceuticals, Inc. COM | REGN | 75886F107 | Annual 06.09.2023 | 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. | Mgmt | Y | For | For | ||
| 3. Proposal to approve, on an advisory basis, executive compensation. | Mgmt | Y | For | For | ||||||
| 4. Proposal to approve, on an advisory basis, the frequency of future advisory votes on executive compensation. | Mgmt | Y | 1 Year | For | ||||||
| Regeneron Pharmaceuticals, Inc. COM | REGN | 75886F107 | Annual 06.09.2023 | 5. Non-binding shareholder proposal, if properly presented, requesting report on a process by which access to medicine is considered in matters related to protecting intellectual property. | Shareholder | Y | Against | Against | ||
| Mercadolibre Inc COM | MELI | 58733R102 | Annual 06.07.2023 | 1. Vote Board of Directors: Election of Director: Susan Segal, Mario Eduardo Vázquez, Alejandro N. Aguzin, | Mgmt | Y | For | For | ||
| 2. To approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2022. | Mgmt | Y | For | For | ||||||
| 3. To approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation. | Mgmt | Y | 1 Year | For | ||||||
| Mercadolibre Inc COM | MELI | 58733R102 | Annual 06.07.2023 | 4. To ratify the appointment of Pistrelli, Henry Martin y Asociados S.R.L., a member firm of Ernst & Young Global Limited, as our independent registered public accounting firm for the fiscal year ending December 31, 2023. | Mgmt | Y | For | For | ||
| MasterCard Incorporated CL A | MA | 57636Q104 | Annual 06.27.2023 | 1a. ELECTION OF DIRECTOR: Merit E. Janow | Mgmt | Y | For | For | ||
| 1b. ELECTION OF DIRECTOR: Candido Bracher | Mgmt | Y | For | For | ||||||
| 1c. ELECTION OF DIRECTOR: Richard K. Davis | Mgmt | Y | For | For | ||||||
| 1d. ELECTION OF DIRECTOR: Julius Genachowski | Mgmt | Y | For | For | ||||||
| 1e. ELECTION OF DIRECTOR: Choon Phong Goh | Mgmt | Y | For | For | ||||||
| 1f. ELECTION OF DIRECTOR: Oki Matsumoto | Mgmt | Y | For | For | ||||||
| 1g. ELECTION OF DIRECTOR: Michael Miebach | Mgmt | Y | For | For | ||||||
| 1h. ELECTION OF DIRECTOR: Youngme Moon | Mgmt | Y | For | For | ||||||
| 1i. ELECTION OF DIRECTOR: Rima Qureshi | Mgmt | Y | For | For | ||||||
| 1j. ELECTION OF DIRECTOR: Gabrielle Sulzberger | Mgmt | Y | For | For | ||||||
| 1k. ELECTION OF DIRECTOR: Harit Talwar | Mgmt | Y | For | For | ||||||
| 1l. ELECTION OF DIRECTOR: Lance Uggla | Mgmt | Y | For | For | ||||||
| 2. Advisory approval of Mastercard's executive compensation. | Mgmt | Y | For | For | ||||||
| 3. Advisory approval of the frequency of future advisory votes on executive compensation. | Mgmt | Y | 1 Year | For | ||||||
| 4. Approval of Mastercard Incorporated Employee Stock Purchase Plan. | Mgmt | Y | For | For | ||||||
| 5. Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2023. | Mgmt | Y | For | For | ||||||
| 6. Consideration of a stockholder proposal requesting a report on ensuring respect for civil liberties. | Shareholder | Y | Against | Against | ||||||
| 7. Consideration of a stockholder proposal requesting a report on Mastercard's stance on new Merchant Category Code. | Shareholder | Y | Against | Against | ||||||
| 8. Consideration of a stockholder proposal requesting lobbying disclosure. | Shareholder | Y | Against | Against | ||||||
| 9. Consideration of a stockholder proposal requesting stockholders approve advance notice bylaw amendments. | Shareholder | Y | Against | Against | ||||||
| 10. Consideration of a stockholder proposal requesting a report on the cost-benefit analysis of diversity and inclusion efforts. | Shareholder | Y | Against | Against | ||||||
| Brookfield Asset Management Ltd CL A LMT VTG SHS | BAM | 113004105 | Annual 06.09.2023 | 1. Election of Directors : Marcel R. Coutu, Oliva (Liv) Garfield, Nili Gilbert, Allison Kirkby, Diana Noble, Satish Rai | Mgmt | Y | For | For | ||
| 2. The appointment of Deloitte LLP as the external auditor and authorizing the directors to set its remuneration. | Mgmt | Y | For | For | ||||||
| 3. The Escrowed Stock Plan Amendment Resolution set out in the Circular. | Mgmt | Y | For | For | ||||||
| Lululemon Athletica Inc. COM | LULU | 550021109 | Annual 06.07.2023 | 1a. Election of Class I Director: Michael Casey | Mgmt | Y | For | For | ||
| 1b. Election of Class I Director: Glenn Murphy | Mgmt | Y | For | For | ||||||
| 1c. Election of Class I Director: David Mussafer | Mgmt | Y | For | For | ||||||
| 1d. Election of Class II Director: Isabel Mahe | Mgmt | Y | For | For | ||||||
| 2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending January 28, 2024 | Mgmt | Y | For | For | ||||||
| 3. To approve, on an advisory basis, the compensation of the Company's named executive officers. | Mgmt | Y | For | For | ||||||
| 4. To cast an advisory vote on the frequency of including advisory say-on-pay votes in proxy materials for future shareholder meetings | Mgmt | Y | None | None | ||||||
| 5. To approve the adoption of the lululemon 2023 Equity Incentive Plan. | Mgmt | Y | For | For | ||||||
| Registrant: Mutual Fund and Variable Insurance Trust | Fund: Rational Equity Armor Fund | |||||||||
| Investment Company 1940 Act File # 811-05010 | ||||||||||
| Reporting Period: July 1, 2022 - June 30, 2023 | ||||||||||
| N-PX Proxy Voting Requirements | ||||||||||
| (a) Issuer's Name | (b) Exchange Ticker Symbol | (c)"CUSIP" # | (d) Shareholder Meeting Date | (e) Matter Identification | (f) Proposal Type | (g) Voted | (h) Vote Cast | (i) For or Against Management | ||
| CISCO | CSCO | 17275R | 8-Dec-22 | 1a-l Election of Director: Burns, Bush, Capellas, Garrett, Harris, II, Johnson, Mcgrear, Murphy, Robins, Saunders, Su and Tessel | Mgmt. | Y | For | For | ||
| 2. Approval, on an advisory basis, of executive compensation | Mgmt. | Y | For | For | ||||||
| 3. Ratification of PricewaterhouseCoopers LLP as Cisco's indepndent registered public acconting firm for fiscal 2023 | Mgmt. | Y | For | For | ||||||
| 4. Stockholder Proposal - Approval to have Cisco's Board issue a tax transparency report in consideration fo the Global Reporting Initiative's Tax Standard | Shareholder | Y | Against | For | ||||||
| Apple | AAPL | 37833100 | Annual 1/18/2023 | Election of Director: James Bell, Cook, Gore, Gorsky, Jung, Levinson, Lozano, Sugar & Wagner | Management | Yes | For | For | ||
| Ratification of the appointment of Ernst & Young LLP as Apple's independent registered public accounting firm for fiscal 2023 | Management | Yes | For | For | ||||||
| Advisory vote to approve executive compensation | Management | Yes | For | For | ||||||
| Advisory vote on the frequency of advisory votes on executive compensation | Management | Yes | For | For | ||||||
| A shareholder proposal entitled "Civil Rights and Non-Discrimination Audit Proposal" | Shareholder | Yes | Against | For | ||||||
| A shareholder proposal entitles "Communist China Audit" | Shareholder | Yes | Against | For | ||||||
| A shareholder proposal on Board policy for communication with shareholder proponents | Shareholder | Yes | Against | For | ||||||
| A shareholder proposal entited "Racial and Gender Pay Gaps" | Shareholder | Yes | Against | For | ||||||
| A shareholder proposal entitled "Shareholder Proxy Access Amendments" | Shareholder | Yes | Against | For | ||||||
| Cencora (fka Amerisourcebergen Corporation) | ABC | 03073E | Annual 3/8/2023 | Election of Director: Ornella Barra. Collis, Durcan, Gochnauer, Greenberg, Hyle, Kim, M.D., Mcgee, Miller, M/D., and Nally | Management | Yes | For | For | ||
| Ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2023 | Management | Yes | For | For | ||||||
| Advisory vote to approve the compensation of the Company's named executive officers | Management | Yes | For | For | ||||||
| Advisory vote on the frequency of a shareholder vote on the compensation of the Company's named executive officers | Management | Yes | 1 Year | For | ||||||
| Shareholder proposal regarding shareholder ratification of termination pay | Shareholder | Yes | Against | For | ||||||
| SYNOPSYS, INC. | SNPS | 871607 | Annual 4/12/2023 | Election of Director: Aart J. de Geus, Borgen, Casper, Chaffin, Chizen, Johnson, Sarget, Schwarz, & Valee | Management | Yes | For | For | ||
| To approve of our 2006 Employee Equity Incentive Plan, as amended, in order to, among other items, increase the number of shares available for issuance under the plan by 3,300,000 Shares. | Management | Yes | For | For | ||||||
| To approve, on an advisory basis, the frequency of an advisory vote on the compenstaion of our named executive officers. | Management | Yes | 1 Year | For | ||||||
| To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement. | Management | Yes | For | For | ||||||
| To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 28, 2023. | Management | Yes | For | For | ||||||
| To vote on a stockholder proposal regarding special stockholder meetings, if properly presented at the meeting. | Shareholder | Yes | For | Against | ||||||
| FMC Corporation | FCM | 302491303 | Annual 4/27/2023 | Election of Directors to service for a one year term expiring in 2024: Brondeau, Cordeiro, Davidson, Douglas, Fortmann, Greer, Johnson, Kempthone, Ovrum, Pallash tp | Management | Yes | For | For | ||
| Ratification of the appointment of independent registerd public accounting firm | Management | Yes | For | For | ||||||
| Approval of the FMC Corporation 2023 Incentive Stock Plan | Management | Yes | For | For | ||||||
| Approval , by non-binding vote, of executive compensation | Management | Yes | For | For | ||||||
| Recommendation, by non-binding vote, on the frequency of executive compenstaion voting | Management | Yes | 1 Year | For | ||||||
| Archer-Daniels-Midland Company | ADM | 39483102 | Annual 5/4/2023 | Election of Director: M.S. Burke | Management | Yes | For | For | ||
| Election of Director: T. Colbert | Management | Yes | For | For | ||||||
| Election of Director: J.C. Collins, Jr. | Management | Yes | For | For | ||||||
| Election of Director: T.K. Crews | Management | Yes | For | For | ||||||
| Election of Director: E. de Brabander | Management | Yes | For | For | ||||||
| Election of Director: S.F. Harrison | Management | Yes | For | For | ||||||
| Election of Director: J.R. Luciano | Management | Yes | For | For | ||||||
| Election of Director: P.J. Moore | Management | Yes | For | For | ||||||
| Election of Director: D.A. Sandler | Management | Yes | For | For | ||||||
| Election of Director: L.Z. Schlitz | Management | Yes | For | For | ||||||
| Election of Director: K.R. Westbrook | Management | Yes | For | For | ||||||
| Ratify the appointment of Ernst & Young LLP as independent auditors for the year ending December 31, 2023 | Management | Yes | For | For | ||||||
| Advisory Vote on Executive Compensation | Management | Yes | For | For | ||||||
| Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | Management | Yes | 1 Year | For | ||||||
| Stockholder Proposal Regarding an Independent Board Chairman | Shareholder | Yes | Against | For | ||||||
| Paccar Inc | PCAR | 693718108 | Annual 4/25/2023 | Election of Director to serve for one-year term: Mark C. Pigott, Carnwath, Feder, Feight, Hachigian, Hulit, McGreary, Niekamp, Pigott, Ramaswamy, Schultz, and Spierkell | Management | Yes | For | For | ||
| Advisory resolution to approve executive compensation | Management | Yes | For | For | ||||||
| Advisory vote on the frequency of exectuive compensation votes | Management | Yes | 3 Years | For | ||||||
| Advisory vote on the ratification of independent auditors | Management | Yes | For | For | ||||||
| Stockholder porposal regarding ratification of executive termination pay | Stockholder | Yes | Against | For | ||||||
| Stockholder proposal regarding a report on cliemate-related policy engagement | Stockholder | Yes | Against | For | ||||||
| Globe Life Inc. | GL | 37959E 102 | Annual 4/27/2023 | Election of Director: Addison. Alexander, Alston, Binn, Brannen, Buchan, Cho, Darden, Johnson, Rodriguez, Swobod & Thigen | Management | Yes | For | For | ||
| Ratification of Appointment of Independent Registered Public Accounting Firm | Management | Yes | For | For | ||||||
| Approval of 2022 Executive Compensation | Management | Yes | For | For | ||||||
| Advisory Approval of Frequency of Executive Compensation Voting | Management | Yes | 1 Year | For | ||||||
| Approval of Amendment to 2018 Incentive Plan | Management | Yes | For | For | ||||||
| Approval of Amendment to Restated Certificat of Incorporation | Management | Yes | For | For | ||||||
| Global Payments Inc. | GPN | 37940X102 | Annual 4/27/2023 | Election of Director: Arroyo, Baldwin, Jr., Bruno, Johnson, Marshall, McDaniel, Osnosis, Plummer, Sloan, Turner, and Woods | Management | Yes | For | For | ||
| Approval, on an advisory basis, of the compensation of our nnamed executive officers for 2022 | Management | Yes | For | For | ||||||
| Approval, on an advisory basis, of the frequency of the advisory vote on executive compensation | Management | Yes | 1 Year | For | ||||||
| Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023. | Management | Yes | For | For | ||||||
| Advisory shareholder proposal on shareholder ratification of termination pay. | Shareholder | Yes | Against | For | ||||||
| W.W. Grainger, Inc. | GWW | 384802104 | Annual 4/26/2023 | Election of Director: Adkins, Hailey, Jaspon, Levenick, Macpherson, Novich, Perez, Santi, Williams, Watson and White | Management | Yes | For | For | ||
| Proposal to ratify the appointment of Ernst & Young LLP as independent auditor for the year ending December 31, 2023 | Management | Yes | For | For | ||||||
| Say on Pay proposal to approve on a non-binding advisory basis the compensation of W.W. Grainger, Inc.'s Named Executive Officers | Management | Yes | For | For | ||||||
| Say When on Pay proposal to select on a non-binding advisory basis the frequency of the advisory of the advisory vote on compensation of W.W. Grainger, Inc.'s Named Executive Officers | Management | Yes | 1 Year | For | ||||||
| Berkshire Hathaway Inc. | BRK.A | 84670702 | 6-May-23 | Vote Board of Directors: Election of Director: Warren E. Buffett Election of Director: Charles T. Munger Election of Director: Gregory E. Abel Election of Director: Howard G. Buffett Election of Director: Susan A. Buffett Election of Director: Stephen B. Burke Election of Director: Kenneth I. Chenault Election of Director: Christopher C. Davis Election of Director: Susan L. Decker Election of Director: Charlotte Guyman Election of Director: Ajit Jain Election of Director: Thomas S. Murphy, Jr. Election of Director: Ronald L. Olson Election of Director: Wallace R. Weitz Election of Director: Meryl B. Witmer | Management | Yes | For | For | ||
| Non-binding resolution to approve the compensation of the Company's Named Executive Officers, as described in the 2023 Proxy Statement | Management | Yes | For | For | ||||||
| Non-binding resolution to determine the frequency (whether annual, biennial or triennial) with which shareholders of the Company shall be entitled to have an advisory vote on executive compensation | Management | Yes | For | For | ||||||
| Shareholder proposal regarding how the Company manages physical and transitional climate related risks and opportunities | Shareholder | Yes | Against | For | ||||||
| Shareholder proposal regarding how climate related risks are being governed by the Company | Shareholder | Yes | Against | For | ||||||
| Shareholder proposal regarding how the Company intends to measure, disclose and reduce GHG emissions associated with its underwriting, insuring and investment activities | Shareholder | Yes | Against | For | ||||||
| Shareholder proposal regarding the reporting on the effectiveness of the Corporation's diversity, equity and inclusion efforts | Shareholder | Yes | Against | For | ||||||
| Shareholder proposal regarding the adoption of a policy requiring that two separate people hold the offices of the Chariman and the CEO | Shareholder | Yes | Against | For | ||||||
| Shareholder proposla requesting that the Company avoid supporting or taking a public policy position on controversial social and political issues. | Shareholder | Yes | Against | For | ||||||
| Corning Incorporated | GLW | 219350105 | Annual 4/27/2023 | Election of Director: Blair, Brun, Burns, Clark, Craig, Cummings, Jr., Ferguson, Jr., Henretta, Huttenlocher, Landgraf, Martin, Rieman, Tookes II, Weeks, and Wrighton | Management | Yes | For | For | ||
| Advisroy approval of our executive compensation (Say on Pay) | Management | Yes | For | For | ||||||
| Ratification of appointment of PricewaterhouseCoopers LLP as our independent registerd public accounting firm for the fiscal year ending December 31, 2023. | Management | Yes | For | For | ||||||
| Advisory vote on the frequency with which we hold advisory votes on our executive compensation | Management | Yes | 1 Year | For | ||||||
| Exelon Corporation | EXC | 30161N101 | Annual 4/25/2023 | Election of Director: Anderson, Bowers, Butler, Jr., Cheshire, Jojo, Lillie, Rogers and Young | Management | Yes | For | For | ||
| Ratification of PricewaterhouseCoopers LLP as Exelon's Independent Auditor for 2023 | Management | Yes | For | For | ||||||
| Advisory approval of executive compensation | Management | Yes | For | For | ||||||
| Advisory vote on the frequency of the advisory vote on executive compensation | Management | Yes | 1 Year | For | ||||||
| leidos | LDOS | 525327102 | Annual 4/28/2023 | Election of Director: Bell, Dahlberg, Fubini, Geer, John, Kovarik, Jr. Kraemer, Jr., May, Mohapartra, Shanhan, Shepard, and Stalnecker | Management | Yes | For | For | ||
| Approve, by an advisory vote, executive compensation | Management | Yes | For | For | ||||||
| Approve, by an advisory vote, the frequency of future advisory votes on executive compensation | Management | Yes | 1 Year | For | ||||||
| The ratification of the appointment of Deloitte & Touche LLP as our independent registerered public accounting firm for the fiscal year ending December 29, 2023. | Management | Yes | For | For | ||||||
| Consider stockholder proposal regarding report on political expenditures, if properly presented. | Stockholder | Yes | Against | For | ||||||
| Consider stockholder proposal regardign independent Board Chari, if properly presented. | Stockholder | Yes | Against | For | ||||||
| Aflac Incorporated | AFL | 1055102 | Annual 5/1/2023 | Election of Director to serve until the next annual meeting: Amos, Bowers, Collins, Hosoda, Kenny, Kiser, Llyoyd, Mori, Moskowitz, Rimer, Dr. PH, and Rohrer | Management | Yes | For | For | ||
| To consider the following non-binding advisory proposal: "Resolved, on an advisory basis, the shareholders of Aflac Incorporated approve the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and accompanying tables and narrative in the Notice of 2023 Annual Meeting of Shareholders and Proxy Statement". | Management | Yes | For | For | ||||||
| Non-binding, advisory vote on the frequency of future advisory votes on executive compensation | Management | Yes | 1 Year | For | ||||||
| To consider and act upon the ratification of the appoitnment of KPMG LLP as independent registered public accounting firm of the Company for the year ending December 31, 2023. | Management | Yes | For | For | ||||||
| Valero Energy Corporation | VLO | 91913Y100 | Annual 5/9/2023 | Election of Director to serve until the 2024 Annual meeting: Diaz, Eberhart, Ffolkes, Gorder, Greene, Majoras, Mullins, Nickles, Profusek Weisenberger, and Wilkins, Jr. | Management | Yes | For | For | ||
| Ratify the appointment of KPMG LLP as Valero's independent registered public accounting firm for 2023. | Management | Yes | For | For | ||||||
| Advisory vote to approve the 2022 compensation of named executive officers. | Management | Yes | For | For | ||||||
| Advisory vote to recommend the frequency of stockholder advisory votes on compensation of named executive officers. | Management | Yes | 1 Year | For | ||||||
| Stockholder proposal to set different GHG emissions reductions targets (Scopes 1, 2, and 3). | Shareholder | Yes | Against | For | ||||||
| Stockholder proposal to oversee and issue an additional racial equity audit and report. | Shareholder | Yes | Against | For | ||||||
| Healthpeak Properties, Inc | PEAK | 42250P103 | Annual 4/27/2023 | Election of Director: Brinker, Cartwright, Connor, Garvey, Griffin, Jr., Henry, Leiws & Sandstrom | Management | Yes | For | For | ||
| Approval of 2022 executive compensation on an advisory basis | Management | Yes | For | For | ||||||
| Approval, on an advisory basis, of the frequency of future advisory votes on executive compensation | Management | Yes | 1 Year | For | ||||||
| Approval of the Healthpeak Properties, Inc. 2023 Performance Incentive Plan. | Management | Yes | For | For | ||||||
| Ratification of the appointment of Deloitte & Touche LLP as Healthpeak Properties, Inc.'s independent registered public accounting firm for the year ending December 31, 2023. | Management | Yes | For | For | ||||||
| �� | ||||||||||
| The Progressive Corporation | PGR | 743315103 | Annual 5/12/2023 | Election of Director: Barrett, Bleser, Burgdoerfer, Craig, Davis, Farah, Fitt, Griffith, Johnson, Kelly, Snyder and Dyke | Management | Yes | For | For | ||
| Cast an advisory vote to approve our executive compensation program. | Management | Yes | For | For | ||||||
| Cast an advisory vote on the frequency of the advisory vote to approve our executive compensation program | Management | Yes | 1 Year | For | ||||||
| Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023. | Management | Yes | For | For | ||||||
| Alaska Air Group, Inc. | ALK | 11659109 | Annual 5/4/2023 | Election of Director to One-Year Term: Bedient, Beer, Conner, Elwell, Fonseca, Hogan, Lofton, Minicucci, Sandvik, Thompson and Yeaman | Management | Yes | For | For | ||
| Approve (on an advisory basis) the compensation of the Company's Named Executive Officers. | Management | Yes | For | For | ||||||
| Advisory vote to approve the frequency of the advisory vote to approve the compensation of the Company's Named Executive Officers. | Management | 1 Year | Yes | For | ||||||
| Ratify the appointment of KPMG LLP as the Company's independent registered public accountants for the fiscal year 2023. | Management | For | Yes | For | ||||||
| Verizon Communications Inc. | VZN | 92343V104 | Annua 5/11/2023 | Election of Director: Archambeau, Austin, Bertolini, Colao, Healey, Narasimhan, Otis, Jr., Schulman, Slater, Tome, Vestberg, and Weaver | Management | Yes | For | For | ||
| Advisory vote to approve executive compensation | Management | Yes | For | For | ||||||
| Advisory vote on the frequency of future advisory votes to approve executive compensation | Management | Yes | For | For | ||||||
| Ratification of appointment of independent registered public accounting firm | Management | Yes | For | For | ||||||
| Government requests to remove content | shareholder | Yes | Against | For | ||||||
| Prohibit political contributions | shareholder | Yes | Against | For | ||||||
| Amend clawback policy | shareholder | Yes | Against | For | ||||||
| Shareholder ratification of annual equity awards | shareholder | Yes | Against | For | ||||||
| Independent chair | shareholder | Yes | Against | For | ||||||
| Bristol-Myers Squibb Company | BMY | 110122108 | Annual 5/2/2023 | Election of Director: Arduini, Bhatt, MD. M.P.H., Caforio, MD, Haller, MD, Medina MD, Ph.D., Paula Rice, Derica Rice, Samuels, Storch, Vousden, Ph.D. and Yale | Management | Yes | For | For | ||
| Advisory Vote to Approve the Compensation of our Named Executive Officers. | Management | Yes | For | For | ||||||
| Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive Officers. | Management | Yes | For | For | ||||||
| Ratification of the Appointment of an Independent Registered Public Accounting Firm | Management | Yes | For | For | ||||||
| Shareholder Proposal on the Adoption of a Board Policy that the Chairperson of the Board be an Independent Director. | Shareholder | Yes | Against | For | ||||||
| Shareholder Proposal on Workplace Non-Discrimination Audit. | Shareholder | Yes | Against | For | ||||||
| Shareholder Proposal on Special Shareholder Meeting Improvement. | Shareholder | Yes | Against | For | ||||||
| JPMORGAN CHASE & CO. | JPM | 46625H100 | Annual 5/16/2023 | Election of Director: Bammann, Burke, Combs, Crown, Davis, Dimon, Flynn, Gorsky, Hobson, Neal, Novakovic, and Rometty | Management | For | Yes | For | ||
| Advisory resolution to approve executive compensation | Management | Yes | For | For | ||||||
| Advisory vote on frequency of advisory resolution to approve executive compensation | Management | Yes | 1 Year | For | ||||||
| Ratification of independent registered public accounting firm | Management | Yes | For | For | ||||||
| Independent board chairman | Shareholder | Yes | Against | For | ||||||
| Fossil fuel phase out | Shareholder | Yes | Against | For | ||||||
| Amending public responsibility committee charter to include mandate to oversee animal welfare impact and risk | Shareholder | Yes | Against | For | ||||||
| Special shareholder meeting improvement | Shareholder | Yes | Against | For | ||||||
| Report on climate transition planning | Shareholder | Yes | Against | For | ||||||
| Report on ensuring respect for civil liberties | Shareholder | Yes | Against | For | ||||||
| Report analyzing the congruence of the company's political and electioneering expenditures | Shareholder | Yes | Against | For | ||||||
| Absolute GHG reduction goals | Shareholder | Yes | Against | For | ||||||
| Broadcom Inc | AVGO | 11135F101 | Annual 4/3/2023 | Election of Director: Bryant, Delly, Fernandez, Hartenstein, KlanLow, Page, Samueli, Tan and You | Management | Yes | For | For | ||
| Ratification of the appointment of Pricewaterhouse Coopers LLP as the independent registered public accounting firm of Broadcom for the fiscal year ending October 29, 2023. | Management | Yes | For | For | ||||||
| Approve an amendment and restatement of the 2012 Stock Incentive Plan. | Management | Yes | For | For | ||||||
| Advisory vote to approve the named executive officer compensation | Management | Yes | For | For | ||||||
| Advisory vote on the frequency of the advisory vote on named executive officer compensation | Management | Yes | 1 Year | For | ||||||
| Truist Financial Corporation | TFC | 89832Q109 | Annual 4/25/2023 | Election of Director: Banner, Boyer, Jr. Scanlan, Cablik, Clement, Donahue, Graney II, Haynesworth, King, Maynard, Morea, Patton, Qubein, Ratcliffe, Rogers, Jr., Scruggs, Jr., Sears, Skains, Tanner, Thompson & Voorhees | Management | Yes | For | For | ||
| Ratification of the appointment of PricewaterhouseCoopers LLP as Truist's independent registered public accounting firm for 2023 | Management | Yes | For | For | ||||||
| Advisory vote to approve Truist's executive compensation program | Management | Yes | For | For | ||||||
| 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 | Yes | 1 Year | For | ||||||
| Shareholder proposal regarding an independent Chairman of the Board of Directors, if properly presented at the Annual Meeting. | Shareholder | Yes | Against | For | ||||||
| Copart, Inc | CPRT | Annual 2/2/2022 | Election of Director: Johnson, Adair, Blunt, Cohan, Englander, Tryforos, Morefield, Fisher, LeBon, and Sparks | Management | Yes | For | For | |||
| Advisory (non-binding) stockholder vote on executive compensation (say-on-pay vote) | Management | Yes | For | For | ||||||
| To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31 2023 | Management | For | Yes | For | ||||||
| The Walt Disney Company | DIS | 254687 | Annual 4/3/2023 | TRIAN RECOMMENDED NOMINEE: Nelson Peltz | Management | Yes | For | n/a | ||
| OPPOSED COMPANY NOMINEE: Michael B.G. Froman | management | Yes | Withold | n/a | ||||||
| ACCEPTABLE COMPANY NOMINEE: MaryT. Barra | management | Yes | Withold | n/a | ||||||
| ACCEPTABLE COMPANY NOMINEE: Safra A. Catz | management | Yes | Withold | n/a | ||||||
| ACCEPTABLE COMPANY NOMINEE: Amy L. Chang | management | Yes | Withold | n/a | ||||||
| ACCEPTABLE COMPANY NOMINEE: Francis A. deSouza | management | Yes | Withold | n/a | ||||||
| ACCEPTABLE COMPANY NOMINEE: carolyn N. Everson | management | Yes | Withold | n/a | ||||||
| ACCEPTABLE COMPANY NOMINEE: Robert A. lger | management | Yes | Withold | n/a | ||||||
| ACCEPTABLE COMPANY NOMINEE: Maria Elena Lagomasino | management | Yes | Withold | n/a | ||||||
| ACCEPTABLE COMPANY NOMINEE: C.lvin R. McDonald | management | Yes | Withold | n/a | ||||||
| ACCEPTABLE COMPANY NOMINEE: Mark G. Parker | management | Yes | Withold | n/a | ||||||
| ACCEPTABLE COMPANY NOMINEE: Derica W. Rice | management | Yes | Withold | n/a | ||||||
| RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2023. | Shareholder | Yes | Withold | n/a | ||||||
| CONSIDERATION OF AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | Shareholder | Yes | None | For | ||||||
| 4 CONSIDERATION OF AN ADVISORY VOTE ON THE FREQUENCY OF VOTES ON | Shareholder | Yes | None | For | ||||||
| EXECUTIVE COMPENSATION. | Shareholder | Yes | None | 1 Year | ||||||
| Shareholder Proposal requesting a business operations report. | Shareholder | Yes | None | For | ||||||
| Shareholder Proposal requesting charitable contributions disclosure. | Shareholder | Yes | None | For | ||||||
| Shareholder Proposal requesting a political expenditures report. | Shareholder | Yes | None | For | ||||||
| Trian1s proposal to repeal certain bylaws. | Shareholder | Yes | For | Against | ||||||
| Paycom Software, Inc. | PAYC | 70432V102 | Annual 5-1-23 | Elect Director Sharen J. Turney | Management | Yes | Withhold | Against | ||
| Elect Director J.C. Watts, Jr. | Management | Yes | Withhold | Against | ||||||
| Ratify Grant Thornton LLP as Auditors | Management | Yes | For | For | ||||||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | Against | Against | ||||||
| Approve Omnibus Stock Plan | Management | Yes | For | For | ||||||
| Amend Certificate of Incorporation to Limit the Personal Liability of Certain Officers | Management | Yes | For | For | ||||||
| Require a Majority Vote for the Election of Directors | Shareholder | Yes | For | Against | ||||||
| The Progressive Corporation | PGR | 743315103 | Annual 5-12-13 | Elect Director Danelle M. Barrett, Bleser, Burgodoerfer, Craig, Davis, Farah, Fitt, Griffith, Johnson, Kelly, Snyder and VanDyke | Management | Yes | For | For | ||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | For | For | ||||||
| Advisory Vote on Say on Pay Frequency | Management | Yes | One Year | For | ||||||
| Ratify PricewaterhouseCoopers LLP as Auditors | Management | Yes | For | For | ||||||
| Telsa, Inc. | TSLA | 88160R101 | Annual 5-16-23 | Elect Director Elon Musk | Management | Yes | For | For | ||
| Elect Director Robyn Denholm | Management | Yes | Against | Against | ||||||
| Elect Director JB Straubel | Management | Yes | For | For | ||||||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | For | For | ||||||
| Advisory Vote on Say on Pay Frequency | Management | Yes | One Year | Against | ||||||
| Ratify PricewaterhouseCoopers LLP as Auditors | Management | Yes | For | For | ||||||
| Report on Key-Person Risk and Efforts to Ameliorate It | Shareholder | Yes | Against | For | ||||||
| Ross Stores, Inc. | ROST | 778296103 | Annual 5-17-23 | Elect Directors: Bjorklund, Bush, Cannizzaro, Garrett, Hartshorn, Milligan, Mueller, Orban, Renda, Rentler, Sutton | mgmt. | Yes | For | For | ||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | For | For | ||||||
| Advisory Vote on Say on Pay Frequency | Management | Yes | One Year | For | ||||||
| Ratify Deloitte & Touche LLP as Auditors | Management | Yes | For | For | ||||||
| CVS Health Corporation | CVS | 126650100 | Annual 5-18-23 | Elect Director Fernando Aguirre, Balser, Brown, II,DeCourdreaux, Deparle, Farah, Finucane, Ludwig, Lnch, million, Schapairo | Management | Yes | For | For | ||
| Ratify Ernst & Young LLP as Auditors | Management | Yes | For | For | ||||||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | For | For | ||||||
| Advisory Vote on Say on Pay Frequency | Management | Yes | One Year | For | ||||||
| Adopt a Paid Sick Leave Policy | Shareholder | Yes | Against | For | ||||||
| Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder | Yes | For | Aginst | ||||||
| Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders | Shareholder | Yes | Against | For | ||||||
| Commission Third Party Assessment on Company's Commitment to Freedom of Association and Collective Bargaining Rights | Shareholder | Yes | Against | For | ||||||
| Adopt Policy Prohibiting Directors from Simultaneously Sitting on the Board of Directors of Any Other Company | Shareholder | Yes | Against | For | ||||||
| Amgen, Inc. | AMGN | 031162100 | Annual 5-19-23 | Elect Director Wanda M. Austin, Bradway, Drake, Druker, Eckert, Garland, Holley, Jr., Ishrak, Jacks, Kullman, Miles, Sugar, Wiliams | Mgmt. | Yes | For | For | ||
| Advisory Vote on Say on Pay Frequency | Management | Yes | One Year | For | ||||||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | For | For | ||||||
| Ratify Ernst & Young LLP as Auditors | Management | Yes | For | For | ||||||
| Morgan Stanley | MS | 617446448 | Annual 5-19-23 | Elect Director Alistair Darling, Glocer, Gorman, Herz, James, Kamenzawa, Leibowitz, Luczo, Miscik, Miyachi, Nally, Schapiro, Traquine, and Wilkins, Jr. | Management | Yes | For | For | ||
| Ratify Deloitte & Touche LLP as Auditors | Management | Yes | For | For | ||||||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | For | For | ||||||
| Advisory Vote on Say on Pay Frequency | Management | Yes | One Year | For | ||||||
| Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder | Yes | For | against | ||||||
| Adopt Time-Bound Policy to Phase Out Underwriting and Lending for New Fossil Fuel Development | Shareholder | Yes | Against | Against | ||||||
| The Allstate Corporation | ALL | 020002101 | Annual 5-23-2023 | Elect Director, Brown, Crawford, Hume, Keane, Mehta, Perold, Redmond, Sherrill, Sprieser, Traquina, Turner, Wilson | Management | Yes | For | For | ||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | For | For | ||||||
| Advisory Vote on Say on Pay Frequency | Management | Yes | One Year | For | ||||||
| Ratify Deloitte & Touche LLP as Auditors | Management | Yes | For | For | ||||||
| Amazon | AMZN | 023135106 | Annual 5-24-23 | Elect Director Jeffrey P. Bezos | Management | Yes | For | For | ||
| Elect Director Andrew R. Jassy | Management | Yes | For | For | ||||||
| Elect Director Keith B. Alexander | Management | Yes | For | For | ||||||
| Elect Director Edith W. Cooper | Management | Yes | Against | Against | ||||||
| Elect Director Jamie S. Gorelick | Management | Yes | For | For | ||||||
| Elect Director Daniel P. Huttenlocher | Management | Yes | Against | Against | ||||||
| Elect Director Judith A. McGrath | Management | Yes | Against | Against | ||||||
| Elect Director Indra K. Nooyi | Management | Yes | For | For | ||||||
| Elect Director Jonathan J. Rubinstein | Management | Yes | For | For | ||||||
| Elect Director Patricia Q. Stonesifer | Management | Yes | For | For | ||||||
| Elect Director Wendell P. Weeks | Management | Yes | For | For | ||||||
| Ratify Ratification of Ernst & Young LLP as Auditors | Management | Yes | For | For | ||||||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | Against | Against | ||||||
| Advisory Vote on Say on Pay Frequency | Management | Yes | One Year | For | ||||||
| Amend Omnibus Stock Plan | Management | Yes | For | For | ||||||
| Report on Climate Risk in Retirement Plan Options | Shareholder | Yes | Against | For | ||||||
| Report on Customer Due Diligence | Shareholder | Yes | For | For | ||||||
| Revise Transparency Report to Provide Greater Disclosure on Government Requests | Shareholder | Yes | Against | Against | ||||||
| Report on Government Take Down Requests | Shareholder | Yes | Against | For | ||||||
| Report on Impact of Climate Change Strategy Consistent With Just Transition Guidelines | Shareholder | Yes | For | Against | ||||||
| Publish a Tax Transparency Report | Shareholder | Yes | Against | For | ||||||
| Report on Climate Lobbying | Shareholder | Yes | For | Against | ||||||
| Report on Median and Adjusted Gender/Racial Pay Gaps | Shareholder | Yes | For | Against | ||||||
| Report on Cost/Benefit Analysis of Diversity, Equity and Inclusion Programs | Shareholder | Yes | Against | For | ||||||
| Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders | Shareholder | Yes | Against | For | ||||||
| Commission Third Party Assessment on Company's Commitment to Freedom of Association and Collective Bargaining | Shareholder | Yes | For | Against | ||||||
| Consider Pay Disparity Between Executives and Other Employees | Shareholder | Yes | Against | For | ||||||
| Report on Animal Welfare Standards | Shareholder | Yes | Against | For | ||||||
| Establish a Public Policy Committee | Shareholder | Yes | Against | For | ||||||
| Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates | Shareholder | Yes | For | Against | ||||||
| Commission a Third Party Audit on Working Conditions | Shareholder | Yes | For | Against | ||||||
| Report on Efforts to Reduce Plastic Use | Shareholder | Yes | For | Against | ||||||
| Commission Third Party Study and Report on Risks Associated with Use of Rekognition | Shareholder | Yes | For | Against | ||||||
| Exxon Mobil Corporation | XOM | 30231G102 | Annual 5-31-2023 | Election of Director: Angelakis, Avery, Braly, Goff, Harris, II, Hietala, Hooley, Kandarian, Karsner, Kellner, Ubben, Woods | Management | Yes | For | For | ||
| Ratify PricewaterhouseCoopers LLP as Auditors | Management | Yes | For | For | ||||||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | For | For | ||||||
| Advisory Vote on Say on Pay Frequency | Management | Yes | One Year | For | ||||||
| Establish Board Committee on Decarbonization Risk | Shareholder | Yes | Against | For | ||||||
| Reduce Executive Stock Holding Period | Shareholder | Yes | Against | For | ||||||
| Report on Carbon Capture and Storage | Shareholder | Yes | Against | For | ||||||
| Report on Methane Emission Disclosure Reliability | Shareholder | Yes | For | Against | ||||||
| Adopt Medium-Term Scope 3 GHG Reduction Target | Shareholder | Yes | Against | For | ||||||
| Issue a Report on Worst-Case Impacts of Oil Spills from Operations Offshore of Guyana | Shareholder | Yes | Against | For | ||||||
| Recalculate GHG Emissions Baseline to Exclude Emissions from Material Divestitures | Shareholder | Yes | Against | For | ||||||
| Report on Asset Retirement Obligations Under IEA NZE Scenario | Shareholder | Yes | Against | For | ||||||
| Commission Audited Report on Reduced Plastics Demand | Shareholder | Yes | For | Against | ||||||
| Report on Potential Costs of Environmental Litigation | Shareholder | Yes | Against | For | ||||||
| Publish a Tax Transparency Report | Shareholder | Yes | Against | For | ||||||
| Report on Social Impact From Plant Closure or Energy Transition | Shareholder | Yes | Against | For | ||||||
| Report on Benefits and Risks of Commitment to Not Develop Projects in the Arctic *Withdrawn Resolution* | Shareholder | Yes | Against | For | ||||||
| Ulta Beauty, Inc. | ULTA | 90384S303 | Annual 6/1/2023 | Election of Director: Collins, Little, Petz, Smith | Management | Yes | For | For | ||
| Declassify the Board of Directors | Management | Yes | For | For | ||||||
| Provide Directors May Be Removed With or Without Cause | Management | Yes | For | For | ||||||
| Eliminate Supermajority Vote Requirement to Amend Certificate of Incorporation | Management | Yes | For | For | ||||||
| Eliminate Supermajority Vote Requirement to Amend Bylaws | Management | Yes | For | For | ||||||
| Ratify Ernst & Young LLP as Auditors | Management | Yes | For | For | ||||||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | For | For | ||||||
| Advisory Vote on Say on Pay Frequency | Management | Yes | One Year | For | ||||||
| Alphabet Inc. | GOOGL | 02079K305 | Annual 6/2/23 | Elect Director Larry Page | Management | Yes | For | For | ||
| Elect Director Sergey Brin | Management | Yes | For | For | ||||||
| Elect Director Sundar Pichai | Management | Yes | For | For | ||||||
| Elect Director John L. Hennessy | Management | Yes | Against | Against | ||||||
| Elect Director Frances H. Arnold | Management | Yes | Against | Against | ||||||
| Elect Director R. Martin "Marty" Chavez | Management | Yes | For | For | ||||||
| Elect Director L. John Doerr | Management | Yes | For | No | ||||||
| Elect Director Roger W. Ferguson, Jr. | Management | Yes | For | No | ||||||
| Elect Director Ann Mather | Management | Yes | For | No | ||||||
| Elect Director K. Ram Shriram | Management | Yes | For | No | ||||||
| Elect Director Robin L. Washington | Management | Yes | For | No | ||||||
| Ratify Ernst & Young LLP as Auditors | Management | Yes | For | No | ||||||
| Amend Omnibus Stock Plan | Management | Yes | Against | Against | ||||||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | Against | Against | ||||||
| Advisory Vote on Say on Pay Frequency | Management | Yes | One Year | Against | ||||||
| Report on Lobbying Payments and Policy | Shareholder | Yes | For | Against | ||||||
| Publish Congruency Report on Partnerships with Globalist Organizations and Company Fiduciary Duties | Shareholder | Yes | Against | For | ||||||
| Report on Framework to Assess Company Lobbying Alignment with Climate Goals | Shareholder | Yes | For | Against | ||||||
| Report on Risks Related to Fulfilling Information Requests for Enforcing Laws Criminalizing Abortion Access | Shareholder | Yes | Against | For | ||||||
| Report on Risks of Doing Business in Countries with Significant Human Rights Concerns | Shareholder | Yes | For | Against | ||||||
| Publish Independent Human Rights Impact Assessment of Targeted Advertising Technology | Shareholder | Yes | For | Against | ||||||
| Disclose More Quantitative and Qualitative Information on Algorithmic Systems | Shareholder | Yes | For | Against | ||||||
| Report on Alignment of YouTube Policies With Online Safety Regulations | Shareholder | Yes | For | Against | ||||||
| Report on Content Governance and Censorship | Shareholder | Yes | Against | For | ||||||
| Commission Independent Assessment of Effectiveness of Audit and Compliance Committee | Shareholder | Yes | Against | For | ||||||
| Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders | Shareholder | Yes | Against | For | ||||||
| Adopt Share Retention Policy For Senior Executives | Shareholder | Yes | For | Against | ||||||
| Approve Recapitalization Plan for all Stock to Have One-vote per Share | Shareholder | Yes | For | Against | ||||||
| UnitedHealth Group Incorporated | UNH | 91324P102 | Annual 6/5/23 | Elect Director: Flynn, Garcia, Gil, Hmsley, Hooper, McNabb, II, Ric, Noseworthy, Witty | Management | Yes | For | For | ||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | For | For | ||||||
| Advisory Vote on Say on Pay Frequency | Management | Yes | One Year | For | ||||||
| Ratify Deloitte & Touche LLP as Auditors | Management | Yes | For | For | ||||||
| Report on Third-Party Racial Equity Audit | Shareholder | Yes | Against | For | ||||||
| Report on Congruency of Political Spending with Company Values and Priorities | Shareholder | Yes | For | Against | ||||||
| Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Shareholder | Yes | For | Against | ||||||
| Comcast Corporation | CMCSA | 20030N101 | Annual 6/7/23 | Elect Director Kenneth J. Bacon | Management | Yes | Withhold | Againt | ||
| Elect Director Thomas J. Baltimore, Jr. | Management | Yes | For | For | ||||||
| Elect Director Madeline S. Bell | Management | Yes | Withhold | Against | ||||||
| Elect Director Edward D. Breen | Management | Yes | For | For | ||||||
| Elect Director Gerald L. Hassell | Management | Yes | For | For | ||||||
| Elect Director Jeffrey A. Honickman | Management | Yes | Withhold | Against | ||||||
| Elect Director Maritza G. Montiel | Management | Yes | For | For | ||||||
| Elect Director Asuka Nakahara | Management | Yes | For | For | ||||||
| Elect Director David C. Novak | Management | Yes | For | For | ||||||
| Elect Director Brian L. Roberts | Management | Yes | For | For | ||||||
| Ratify Deloitte & Touche LLP as Auditors | Management | Yes | For | For | ||||||
| Approve Omnibus Stock Plan | Management | Yes | For | For | ||||||
| Amend Qualified Employee Stock Purchase Plan | Management | Yes | For | For | ||||||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | For | For | ||||||
| Advisory Vote on Say on Pay Frequency | Management | Yes | One Year | For | ||||||
| Oversee and Report on a Racial Equity Audit | Shareholder | Yes | Against | For | ||||||
| Report on Climate Risk in Retirement Plan Options | Shareholder | Yes | Against | For | ||||||
| Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal | Shareholder | Yes | Against | For | ||||||
| Report on Congruency of Political Spending with Company Values and Priorities | Shareholder | Yes | For | Against | ||||||
| Report on Risks Related to Operations in China | Shareholder | Yes | Against | For | ||||||
| Roper Technologies, Inc. | ROP | 776696106 | Annual June 13, 2023 | Elect Director: Archambeau, Brinkley, Esteves Hunn, Johnson, Joyce, Jr., Thatcher, Wallman, and Wright | Management | Yes | For | For | ||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | For | For | ||||||
| Advisory Vote on Say on Pay Frequency | Management | Yes | One Year | For | ||||||
| Ratify PricewaterhouseCoopers LLP as Auditors | Management | Yes | For | For | ||||||
| Amend Certificate of Incorporation to Permit the Exculpation of Officers | Management | Yes | For | For | ||||||
| Arista Networks, Inc. | ANET | 040413106 | Annual 6-14-2023 | Elect Director Lewis Chew | Management | Yes | Withhold | Against | ||
| Elect Director Douglas Merritt *Withdrawn Resolution* | Management | Yes | For | For | ||||||
| Elect Director Mark B. Templeton | Management | Yes | Withhold | Against | ||||||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | For | For | ||||||
| Ratify Ernst & Young LLP as Auditors | Management | Yes | For | For | ||||||
| NVIDIA Corporation | NVDA | 67066G104 | Annual 6-22-23 | Elect Director: Burgess, Coxe, Dabiri, Drell, Huang, Hudson, Jones, McCaffrery, Neal, Perry, Seawell, Shal and Stevens | Management | Yes | For | For | ||
| Advisory Vote to Ratify Named Executive Officers' Compensation | Management | Yes | For | For | ||||||
| Advisory Vote on Say on Pay Frequency | Management | Yes | One Year | For | ||||||
| Ratify PricewaterhouseCoopers LLP as Auditors | Management | Yes | For | For | ||||||
| Registrant: Mutual Fund & Variable Insurance Trust | Fund Name: Rational Inflation Growth Fund | |||||||
| Investment Company 1940 Act File # 811-05010 | ||||||||
| Reporting Period: July 1, 2022 - June 30, 2023 | ||||||||
| N-PX Proxy Voting Filing Requirements | ||||||||
| (a) Issuer's Name | (b) Exchange Ticker Symbol | (c)"CUSIP" # | (d) Shareholder Meeting Date | (e) Matter Identification | (f) Proposal Type Mgmt. or Shareholder | (g) Voted Yes or No | (h) Vote Cast For or Against | (i) For or Against Management |
| Apollo Global Management Inc | APO | 03769M | Annual 10/7/2022 | 1.Vote Board of Directors: Beilinson, Belardi, Bibliowicz, Clayton, Ducey, Emerson, Healey, Hormozi, Joyner, Kleinman, Krongrad, Richards, Rowan, Simon, Swann & Zelter | MGMT | Y | For | For |
| 2.Ratification of appointment of Deloitte and Touche LLP as the companys Independent registered public accounting firm for the fiscal year ending 12/31/22 | MGMT | Y | For | For | ||||
| Abrdn funds | FAX | 003261 | Annual 10/27/2022 | 1. Vote board of Directors | MGMT | Y | For | For |
| Marathon Digital Holdings Inc | MARA | 565788 | Annual 11/4/2022 | 1A.Election of Class II Director for a three-year term expiring in 2025: Georges Antoun | MGMT | Y | For | For |
| 1B.Election of Class II Director for a three-year term expiring in 2025: Jay Leupp | MGMT | Y | For | For | ||||
| 2.The ratification of the appointment of Marcum LLP, as the Company's independent registered certified public accountant for the fiscal year ended December 31, 2022. | MGMT | Y | For | For | ||||
| 3. To increase of the Company's authorized shares of common stock from 200 million shares to 300 million. | MGMT | Y | For | For | ||||
| 4.To transact such other business as may be properly brought before the 2022 Annual Meeting and any adjournments thereof. | MGMT | Y | For | For | ||||
| Visa Inc. | V | 92826C | Annual 1/23/2023 | 1A-j Election of Directors: Carney, Crawford, Fernandez-Carbajal, Kelly, Jr., Laguara, List, Lundgren, Morrison, Rendle, Webb, Jr. | MGMT | Y | For | For |
| 2. To approve, on an advisory basis, the compensation paid to our named executive officers. | MGMT | Y | For | For | ||||
| 3.To hold an adviosry vote on the frequency of futyre advisory votes to approve executive compensation. | MGMT | Y | 1Year | For | ||||
| 4. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2023. | MGMT | Y | For | For | ||||
| 5. To vote on a stockholder proposal requesting an independent board of chair policy. | Shareholders | Yes | Against | For | ||||
| Air Prodcuts and Chemicals Inc. | APD | 009158 | Annual 1/26/2023 | 1A-1H. Election of Directors: Calaway, Cogut, Davis, Chasemi,H o, Monser, Paull & Smith | MGMT | Y | For | For |
| 2.Advisory vote approving the compensation of the companys executive officers. | MGMT | Y | For | For | ||||
| 3.Advisors vote on the frequency of the future advisory votes on excutive officer compensation. | MGMT | Y | For | For | ||||
| 4. Ratify the appointment of Deloitte & Touche LLP as the companys independent registered public accounting firm for the fiscal year ending 9-30-2023 | MGMT | Y | For | For | ||||
| Linde | LIN | G5494J | 1.To approve the Scheme of Arrangement under Irish Law between Linde plc and the Scheme Shareholders, in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Irish High Court. | MGMT | Y | For | For | |
| The Walt Disney Company | DIS | 254687 | Annual 4/3/2023 | 1A-J. Election of Directors: Peltz, Froman, Barra, Catz, Change, deSouze, Everson, Iger, Lagomasno, McDonald, Parker, and Rice | MGMT | Y | For | For |
| 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal 2023. | MGMT | Y | For | For | ||||
| 3.Consideration of an advisory vote to approve executive compensation. | MGMT | Y | For | For | ||||
| 4.Consideration of an advisory vote on the frequency of advisory votes on executive compensation. | 1 Year | Y | For | For | ||||
| 5.Shareholder proposal, if properly presented at the meeting, requesting a report on operations related to China. | MGMT | Y | Against | Against | ||||
| 6.Shareholder proposal, if properly presented at the meeting, requesting charitable contributions disclosure. | MGMT | Y | Against | Against | ||||
| MGMT | Y | Against | Against | |||||
| Starbucks | SBUX | 855244 | Annual 3/22/2023 | 1A-H. Election of Directors: Allson, Jr. Campio, Ford, Hobson, Knudstorp, Nadella, Narassimhan, and Schultz | MGMT | Y | For | For |
| 2. Approval, on a nonbinding basis, of the compensation paid to our named executive officers | MGMT | Y | For | For | ||||
| 3. Approval, on a nonbinding basis, of the frequency of future advisory votes on executive compensation | MGMT | Y | 1 Year | For | ||||
| 4. Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2023 | MGMT | Y | For | For | ||||
| 5. Report on Plant-Based Milk Pricing | Shareholder | Y | Against | Against | ||||
| 6.CEO Succession Planning Policy Amendment | Shareholder | Y | Against | Against | ||||
| 7.Annual Reports on Company Operations in China | Shareholder | Y | Against | Against | ||||
| 8.Assessment of Worker Rights Commitments | Shareholder | Y | Against | Against | ||||
| 9.Creation of Board Committee on Corporate Sustainability | Shareholder | Y | Against | Against | ||||
| SCHLUMBERGER LIMITED | SLB | 806857 | Annual 4/5/2023 | 1A-K. Election of Directora: Coleman, Chevardlere, Galucclo, LePeuch, Leupold, Miltrva, Hanssen, Narayanan, Pap, Shets, Splesshofer | MGMT | Y | For | For |
| 2. Advisory vote on the frequency of future advisory votes on executive compensation. | MGMT | Y | 1 Year | For | ||||
| 3. Advisory approval of our executive compensation. | MGMT | Y | For | For | ||||
| 4. Approval of our consolidated balance sheet at December 31, 2022; our consolidated statement of income for the year ended December 31, 2022; and the declarations of dividends by our Board of Directors in 2022, as reflected in our 2022 Annual Report to Shareholders. | MGMT | Y | For | For | ||||
| 5. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for 2023 | MGMT | Y | For | For | ||||
| THE BOEING COMPANY | BA | 97023 | Annual 4/18/2023 | 1A-M. Election of Directors: Kellner, Bradway, Good, Johri, Joyce, Richardson, Williams, Cahlhouse, Doughie, Gitlin, Harris, Mollenkopf, Soussan | MGMT | Y | For | For |
| 2. Approve, on an Advisory Basis, Named Executive Officer Compensation. | MGMT | Y | For | For | ||||
| 3. Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation | MGMT | Y | 1 Year | For | ||||
| 4. Approve The Boeing Company 2023 Incentive Stock Plan | MGMT | Y | For | For | ||||
| 5. Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2023 | MGMT | Y | For | For | ||||
| 6. China Report | Shareholder | Y | Against | Against | ||||
| 7. Report on Lobbying Activities | Shareholder | Y | Against | Against | ||||
| 8. Report on Climate Lobbying | Shareholder | Y | Against | Against | ||||
| 9.Pay Equity Disclosure | Shareholder | Y | Against | Against | ||||
| THE SHERWIN-WILLIAMS COMPANY | SHW | 824348 | Annual 4/19/2023 | 1A-I. Election of Directors: Anderson, Anton, Fettig, Morikis, Poon, Powell, Stewart Thaan and Thornton III | MGMT | Y | For | For |
| 2. Advisory approval of the compensation of the named executives | MGMT | Y | For | For | ||||
| 3. Advisory approval of the frequency of the advisory vote on the compensation of the named executives | MGMT | Y | 1 Year | For | ||||
| 4. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm | MGMT | Y | For | For | ||||
| The Coca-Cola Company | KO | 191216 | Annual 4/25/2023 | 1A-M. Election of Directors: Allen, Bolland, Botin, Davis, Dilller, Everson, Gayle, Herman, Lagomasino, Millhiser, Quincey, Tsay, and Weinberg | MGMT | Y | For | For |
| 2. Advisory vote to approve executive compensation | MGMT | Y | For | For | ||||
| 3. Advisory vote on the frequency of future advisory votes to approve executive compensation | 1 Year | Y | For | For | ||||
| 4. Ratify the appointment of Ernst & Young LLP as independent Auditors of the Company to serve for the 2023 fiscal year | MGMT | Y | For | For | ||||
| 5. Shareowner proposal requesting an audit of the Company's impact on nonwhite stakeholders | Shareholder | Y | Against | Against | ||||
| 6. Shareowner proposal requesting a global transparency report | Shareholder | Y | Against | Against | ||||
| 7. Shareowner proposal regarding political expenditures values alignment | Shareholder | Y | Against | Against | ||||
| 8. Shareowner proposal requesting an independent Board chair policy | Shareholder | Y | Against | Against | ||||
| 9. Shareowner proposal requesting a report on risks from state policies restricting reproductive rights | Shareholder | Y | Against | Against | ||||
| Bank Of America | BAC | 60505 | Annual 4/25/2023 | 1A-N. Election of Directors: Allen, Almeida, Bramble, deWeck, Donald, Hudson, Lorzano, Moynihan, Nowell, Ramos, Rose, White, Woods & Zuber | MGMT | Y | For | For |
| 2. Approving our executive compensation (an advisory, non-binding "Say on Pay" resolution) | MGMT | Y | For | For | ||||
| 3. A vote on the frequency of future "Say on Pay" resolutions (an advisory, nonbinding "Say on Frequency" resolution) | 1 Year | Y | For | For | ||||
| 4. Ratifying the appointment of our independent registered public accounting firm for 2023 | MGMT | Y | For | For | ||||
| 5. Amending and restating the Bank of America Corporation Equity Plan | MGMT | Y | For | For | ||||
| 6. Shareholder proposal requesting an independent board chair | Shareholder | Y | Against | Against | ||||
| 7. Shareholder proposal requesting shareholder ratification of termination pay | Shareholder | Y | Against | Against | ||||
| 8. Shareholder proposal requesting greenhouse gas reduction targets | Shareholder | Y | Against | Against | ||||
| 9. Shareholder proposal requesting report on transition planning | Shareholder | Y | Against | Against | ||||
| 10. Shareholder proposal requesting adoption of policy to cease financing new fossil fuel supplies | Shareholder | Y | Against | Against | ||||
| 11. Shareholder proposal requesting a racial equity audit | Shareholder | Y | Against | Against | ||||
| COMPANIA DE MINAS BUENAVENTURA S.A.A | BVN | 204448 | Annual 3/31/2023 | 1. Approval of the 2022 Annual Report. | MGMT | Y | For | For |
| 2. Approval of the Financial Statements for the year ended on December 31, 2022. | MGMT | Y | For | For | ||||
| 3. Compensation for the Board of Directors - 2022. | MGMT | Y | For | For | ||||
| 4. Appointment of Independent Auditors for Year 2023. | MGMT | Y | For | For | ||||
| 5. Distribution of dividends | MGMT | Y | For | For | ||||
| 6.1 Appointment of the member of the Board of Directors for the March 2023 - March 2026 term: Roque Eduardo Benavides Ganoza | MGMT | Y | For | For | ||||
| 6.2 Appointment of the member of the Board of Directors for the March 2023 - March 2026 term | MGMT | Y | For | For | ||||
| 6.2 Appointment of the member of the Board of Directors for the March 2023 - March 2026 term | MGMT | Y | For | For | ||||
| 6.2 Appointment of the member of the Board of Directors for the March 2023 - March 2026 term | MGMT | Y | For | For | ||||
| 6.2 Appointment of the member of the Board of Directors for the March 2023 - March 2026 term | MGMT | Y | For | For | ||||
| 6.2 Appointment of the member of the Board of Directors for the March 2023 - March 2026 term | MGMT | Y | For | For | ||||
| 6.2 Appointment of the member of the Board of Directors for the March 2023 - March 2026 term | MGMT | Y | For | For | ||||
| United States Steel Corporation | X | 912909 | Annual 4/25/2023 | 1A-M. Election of Directors: Atkinson, Ayers, Burritt, Davis, Dunlap, Engel, Faraci, Gerber, Johnson, Mascarenas, McGarry , Sutherland & Tracey | MGMT | Y | For | For |
| 2. Approval, in a non-binding advisory vote, of the compensation of our Named Executive Officers (Say-on-Pay). | MGMT | Y | For | For | ||||
| 3. Approval, in a non-binding advisory vote, of the frequency of the vote on the compensation of our Named Executive Officers. | MGMT | Y | 1 Year | For | ||||
| 4. Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm. | MGMT | Y | For | For | ||||
| Enbridge Inc | ENB | 29250N | Annual 5/3/2023 | 1A-K. Election of Directors: Asha, Banister, Jr., Carter, Cunninham, Ebel, Few, Madden, Rowe, Poloz, Tutcher and Williams | MGMT | Y | For | For |
| 2. Appoint the auditors Appoint PricewaterhouseCoopers LLP as auditors of Enbridge and authorize the directors to fix their remuneration | MGMT | Y | For | For | ||||
| 3. Advisory vote on executive compensation Accept Enbridge's approach to executive compensation, as disclosed in the Management Information Circular | MGMT | Y | For | For | ||||
| 4. Shareholder rights plan Amend, reconfirm and approve Enbridge's shareholder rights plan | MGMT | Y | For | For | ||||
| 5. Shareholder Proposals Vote on the shareholder proposals, as set out in Appendix B of the Management Information Circular | Shareholders | Y | Against | Against | ||||
| 6. Shareholder Proposal No. 2 | Shareholders | Y | Against | Against | ||||
| Berkshire Hathaway Inc. | BRK.A | 84670 | Annual 5/5/2023 | Vote Board of Directors: Election of Director: Warren E. Buffett Election of Director: Charles T. Munger Election of Director: Gregory E. Abel Election of Director: Howard G. Buffett Election of Director: Susan A. Buffett Election of Director: Stephen B. Burke Election of Director: Kenneth I. Chenault Election of Director: Christopher C. Davis Election of Director: Susan L. Decker Election of Director: Charlotte Guyman Election of Director: Ajit Jain Election of Director: Thomas S. Murphy, Jr. Election of Director: Ronald L. Olson Election of Director: Wallace R. Weitz Election of Director: Meryl B. Witmer | MGMT | Y | For | For |
| 2. Non-binding resolution to approve the compensation of the Company's Named Executive Officers, as described in the 2023 Proxy Statement. | MGMT | Y | For | For | ||||
| 3. Non-binding resolution to determine the frequency (whether annual, biennial or triennial) with which shareholders of the Company shall be entitled to have an advisory vote on executive compensation. | MGMT | Y | 3 Years | For | ||||
| 4. Shareholder proposal regarding how the Company manages physical and transitional climate related risks and opportunities. | Shareholders | Y | Against | Against | ||||
| 5. Shareholder proposal regarding how climate related risks are being governed by the Company | Shareholders | Y | Against | Against | ||||
| 6. Shareholder proposal regarding how the Company intends to measure, disclose and reduce GHG emissions associated with its underwriting, insuring and investment activities | Shareholders | Y | Against | Against | ||||
| 7. Shareholder proposal regarding the reporting on the effectiveness of the Corporation's diversity, equity and inclusion efforts | Shareholders | Y | Against | Against | ||||
| 8. Shareholder proposal regarding the adoption of a policy requiring that two separate people hold the offices of the Chairman and the CEO | Shareholders | Y | Against | Against | ||||
| 9. Shareholder proposal requesting that the Company avoid supporting or taking a public policy position on controversial social and political issues. | Shareholders | Y | Against | Against | ||||
| The Williams Companies INC | WMB | 969457 | Annual 4/25/2023 | 1A-L. Election of Director for a one year term: Armstrong, Bergstrom, Creel, Dore, Lockhard, Muncrief, Ragauss, Robeson, Sheffield, Smith, Spece and Tyson | MGMT | Y | For | For |
| 2.Ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 | MGMT | Y | For | For | ||||
| 3.Approve, on an advisory basis, the compensation of our named executive officers. | MGMT | Y | For | For | ||||
| 4.Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of the Company's named executive officers. | MGMT | Y | 1 Year | For | ||||
| Newmont Corporation | NEM | 651639 | Annual 4/26/2023 | 1A-I. Election of Directors: Boyce, Story, Quitana, Palmer, Nelson, Medori, Madero, Laschinger, Fitzgerald, Clark, Brook & Awuah | MGMT | Y | For | For |
| 2. Approval of the advisory resolution on Newmont's executive compensation. | MGMT | Y | For | For | ||||
| 3.Ratification of the Audit Committees appointment of Ernst and Young LLP as Newmont's independent registered public accounting firm for the fiscal year 2023. | MGMT | Y | For | For | ||||
| 4. Advisory vote on the frequency of future advisory votes on executive compensation. | MGMT | Y | 1 Year | For | ||||
| Citi Group | C | 172967 | Annual 4/25/2023 | 1A-M. Election of Directors: Costelo, Dailey, Desoer, Dugan, Fraser, Hennes, Henry, Ireland, James, Reiner, Taylor, Turley, & Koskull | MGMT | Y | For | For |
| 2. Proposal to ratify the selection of KPMG LLP as Citi's independent registered public accountants for 2023. | MGMT | Y | For | For | ||||
| 3. Advisory vote to Approve our 2022 Executive Compensation. | MGMT | Y | For | For | ||||
| 4. Approval of additional shares for the Citigroup 2019 Stock Incentive Plan. | MGMT | Y | For | For | ||||
| 5. Advisory vote to Approve the Frequency of Future Advisory Votes on Executive Compensation. | MGMT | Y | 1 Year | For | ||||
| 6. Stockholder proposal requesting that shareholders ratify the termination pay of any senior manager | Shareholders | Y | Against | Against | ||||
| 7. Stockholder proposal requesting an Independent Board Chairman. | Shareholders | Y | Against | Against | ||||
| 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. | Shareholders | Against | Against | Against | ||||
| 9. Stockholder proposal requesting that the Board adopt a policy to phase out new fossil fuel financing. | Shareholders | Against | Against | Against | ||||
| Wells Fargo & Co. | WFC | 949746 | Annual 4/25/2023 | 1A-M. Election of Directors: Black, Chancy, Clarke, PhD., Craver, Jr., Davis, Hewett, CeCe Morken, Morris, Norwood, Payne, Jr., Sargent, Scharf, and Vautrinot, | MGMT | Y | For | For |
| 2. Advisory resolution to approve executive compensation (Say on Pay). | MGMT | Y | For | For | ||||
| 3. Advisory resolution on the frequency of future advisory votes to approve executive compensation (Say on Frequency). | Every Year | Y | For | For | ||||
| 4. Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2023. | MGMT | Y | For | For | ||||
| 5. Shareholder Proposal - Adopt Simple Majority Vote. | Shareholders | Y | Against | Against | ||||
| 6. Shareholder Proposal - Report on Congruency of Political Spending. | Shareholders | Y | Against | Against | ||||
| 7. Shareholder Proposal - Climate Lobbying Report. | Shareholders | Y | Against | Against | ||||
| 8. Shareholder Proposal - Climate Transition Report | Shareholders | Y | Against | Against | ||||
| 9. Shareholder Proposal - Fossil Fuel Lending Policy | Shareholders | Y | Against | Against | ||||
| 10. Shareholder Proposal - Annual Report on Prevention of Workplace Harassment and Discrimination. | Shareholders | Y | Against | Against | ||||
| 11. Shareholder Proposal - Policy on Freedom of Association and Collective Bargaining. | Shareholders | Y | Against | Against | ||||
| Raytheon Technologies | RTX | 75513E | Annual 5/2/2023 | 1A-M Election of Directors: Atkinson, Caret, Harris, Jr., Hayes, Oliver, Ortberg, Paliwal, Pawlikowski, Ramos, Reynolds, Rogers, Winnefeld, jr. & Work | MGMT | Y | For | For |
| 2. Advisory Vote to Approve Executive Compensation | MGMT | Y | For | For | ||||
| 3. Advisory Vote on the Frequency of Shareowner Votes on Named Executive Officer Compensation | 1 Year | Y | For | For | ||||
| 4. Appoint PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2023 | MGMT | Y | For | For | ||||
| 5. Approve an Amendment to the Restated Certificate of Incorporation to Repeal Article Ninth | MGMT | Y | For | For | ||||
| 6. Approve an Amendment to the Restated Certificate of Incorporation to Eliminate Personal Liability of Officers for Monetary Damages for Breach of Fiduciary Duty as an Officer | MGMT | Y | For | For | ||||
| 7. Shareowner Proposal Requesting the Board Adopt an Independent Board Chair Policy | Shareholders | Y | Against | Against | ||||
| 8. Shareowner Proposal Requesting a Report on Greenhouse Gas Reduction Plan | Shareholders | Y | Against | Against | ||||
| UPS | UPS | 911312 | Annual 5/4/2023 | 1A-L. Election of Directors: Tome, Adkins, Boratto, Burns, Hewett, Hwang, Kate Johnson, William Johnson, Moison, Smith-Shi, Stokes, and Warsh | MGMT | Y | For | For |
| 2. To approve on an advisory basis named executive officer compensation. | MGMT | Y | For | For | ||||
| 3. To approve on an advisory basis the frequency of future advisory votes on named executive officer compensation. | MGMT | Y | 1 Year | For | ||||
| 4. To ratify the appointment of Deloitte & Touche LLP as UPS's independent registered public accounting firm for the year ending December 31, 2023. | MGMT | Y | For | For | ||||
| 5. To reduce the voting power of UPS class A stock from 10 votes per share to one vote per share. | Shareholders | Y | Against | Against | ||||
| 6. To adopt independently verified science-based greenhouse gas emissions reduction targets. | Shareholders | Y | Against | Against | ||||
| 7. To prepare a report on integrating GHG emissions reductions targets into executive compensation. | Shareholders | Y | Against | Against | ||||
| 8. To prepare a report on addressing the impact of UPS's climate change strategy on relevant stakeholders consistent with the "Just Transition" guidelines. | Shareholders | Y | Against | Against | ||||
| 9. To prepare a report on risks or costs caused by state policies restricting reproductive rights. | Shareholders | Y | Against | Against | ||||
| 10. To prepare a report on the impact of UPS's DE&I policies on civil rights, nondiscrimination and returns to merit, and the company's busine | Shareholders | Y | Against | Against | ||||
| 11. To prepare an annual report on the effectiveness of UPS's diversity, equity and inclusion efforts. | Shareholders | Y | Against | Against | ||||
| EcoLab | ECL | 278865 | Annual 5/4/2023 | 1A-M. Election of Directors: Ballard, Barbara, Christopher Beck, Ettinger, Green, Higgins, Larson, MaLlennan, McKibibin, Nowell II, Reich, Vautrinot, and Zillmer | MGMT | Y | For | For |
| 2. Ratify the appointment of PricewaterhouseCoopers LLP as Ecolab's independent registered public accounting firm for the current year ending December 31, 2023 | MGMT | Y | For | For | ||||
| 3. Approve the Ecolab Inc. 2023 Stock Incentive Plan | MGMT | Y | For | For | ||||
| 4. Approve an Amendment to the Ecolab Inc. Stock Purchase Plan | MGMT | Y | For | For | ||||
| 5. Approve, on an advisory basis, the compensation of our named executive officers disclosed in the Proxy Statement. | MGMT | Y | For | For | ||||
| 6. Vote, on an advisory basis, on the frequency of future stockholder advisory votes to approve named executive officer compensation | 1 Year | Y | For | For | ||||
| 7. Vote on a stockholder proposal regarding an independent board chair policy, if properly presented. | Shareholders | Y | Against | Against | ||||
| TC Energy | TRP | 87807B | Annual 5/2/2023 | 1A-M. Election of Directors: Campell, Culbert, Johnson, Jones, Lowe, MacNaughton, Poirer, Power, Salomone, Samarasekera, Vanasellja, Vandal, & Verma | MGMT | Y | For | For |
| 2 Resolution to appoint KPMG LLP, Chartered Professional Accountants as auditor and authorize the directors to fix their remuneration. | MGMT | Y | For | For | ||||
| 3 Resolution to accept TC Energy's approach to executive compensation, as described in the Management information circular. | MGMT | Y | For | For | ||||
| Public Storage | PSA | 74460D | Annual 5/2/2023 | 1A-M. Election of trustees: Havner, Jr., Gustavson, Heisz, Mitra, Neithercut, Owen, Pipes, Poadian, Reyes, Russell, Jr., Shaukat, Spogli and Williams | MGMT | Y | For | For |
| 2. Advisory vote to approve the compensation of the Company's Named Executive Officers | MGMT | Y | For | For | ||||
| 3. Advisory vote regarding the frequency of future advisory votes to approve the compensation of the Company's Named Executive Officers. | MGMT | Y | 1 Year | For | ||||
| 4. 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 | MGMT | Y | For | For | ||||
| 5. Shareholder proposal requesting that the Company's Board of Trustees issue short- and long-term Scope 1-3 greenhouse gas reduction targets aligned with the Paris Agreement | Shareholders | Y | Against | Against | ||||
| Prologis INC | PLD | 74340W | Annual 5/4/2023 | 1A-K. Election of trustees: Moghadam, Lyons, III, Bita, Connor, Fotiades, Kennard, Modjtabai, O'Connor, Piani, Skelton, and Webb, | MGMT | Y | For | For |
| 2. Advisory Vote to Approve the Company's Executive Compensation for 2022. | MGMT | Y | For | For | ||||
| 3. Advisory Vote on the Frequency of Future Advisory Votes on the Company's Executive Compensation | MGMT | Y | 1 Year | For | ||||
| 4. Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the Year 2023 | MGMT | Y | For | For | ||||
| Nuclor Corporation | NUE | 670346 | Annual 5/11/2023 | 1. Vote board of directors: Clayton, Dempsey, Kearney, Koellner, Lamach, Rupp Topalian, & West | MGMT | Y | For | For |
| 2. Ratification of the appointment of PricewaterhouseCoopers LLP to serve as Nucor's independent registered public accounting firm for 2023 | MGMT | Y | For | For | ||||
| 3. Approval, on an advisory basis, of Nucor's named executive officer compensation in 2022 | MGMT | Y | For | For | ||||
| 4. Advisory vote on the frequency of future advisory votes on Nucor's named executive officer compensation | MGMT | Y | 1 Year | For | ||||
| Progressive Corporation | PGR | 743315 | Annual 5/12/2023 | 1A-L. Election of Directors: Barrett, Bleser, Burgodoerfer, Craig, Davis, Farah, Fitt, Griffith, Johnson, Kelly, Snyder, and Van Dyke | MGMT | Y | For | For |
| 2. Cast an advisory vote to approve our executive compensation program | MGMT | Y | For | For | ||||
| 3. Cast an advisory vote on the frequency of the advisory vote to approve our executive compensation program | MGMT | Y | 1 Year | For | ||||
| 4. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023 | MGMT | Y | For | For | ||||
| Barrick Gold Corp. | GOLD | 67901 | Annual 5/2/2023 | Election of directors:: Bristow, Cai, Cisneros, Coleman, Costantini, Evans, Greenspun, Harvey, Kabagambe, Quinn, Silva & Thornton | MGMT | Y | For | For |
| 2 Resolution approving the appointment of PricewaterhouseCoopers LLP as the auditor of Barrick and authorizing the directors to fix its remuneration. | MGMT | Y | For | For | ||||
| 3 Advisory resolution on approach to executive compensation. | MGMT | Y | For | For | ||||
| Franco Nevada | FNV | 351858 | Annual 5/2/2023 | 1A-I Election of Directors: Harquail, Brink, Albanese, Evans, Farrow, Jensen, Maki, Oliphant, and Perron | MGMT | Y | For | For |
| 2 Appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. | MGMT | Y | For | For | ||||
| 3 Acceptance of the Corporation's approach to executive compensation. | MGMT | Y | For | For | ||||
| Pan American Silver Corp | PAAS | 697900 | Annual 5/10/2023 | 1. To set the number of directors to 11. | MGMT | Y | For | For |
| 2. Election of directors: Begeman, Davidson, DeGelder, Gosselin, Jeannes, Keating, Maki, Segsworth, Sendall, Steinmann, Winckler | MGMT | Y | For | For | ||||
| 3 Appointment of Deloitte LLP as Auditors of the Company for the ensuing year and authorizing the directors to fix their remuneration. | MGMT | Y | For | For | ||||
| 4 To consider and, if thought appropriate, to pass an ordinary, non-binding "say on pay" resolution approving the Company's approach to executive compensation, the complete text of which is set out in the management information circular for the Meeting. | MGMT | Y | For | For | ||||
| 5 To consider and, if thought appropriate, to pass a special resolution approving the increase of the maximum number of common shares of the Company (the "Pan American Shares") that the Company is authorized to issue from 400,000,000 Pan American Shares to 800,000,000 Pan American Shares. The complete text of the special resolution approving this increase in authorized capital is set out in the management information circular for the Meeting. | MGMT | Y | For | For | ||||
| Kinder Morgan Inc | KMI | 49456B | Annual 5/10/2023 | 1a- n. Election of Directors: Kinder, Kean, Dang, Gardner, Hall, Jr. Hultquisst, Kuehn, Jr., Macdonald, Morgan, Reichstetter, Shaper, Smith, Staff and Vagt for a one year term expiring in 2024 | MGMT | Y | For | For |
| 2. Approval of an Amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the company as permitted by recent amendments to the General Corporation Law of the State of Delaware | MGMT | Y | For | For | ||||
| 3. Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023 | MGMT | Y | For | For | ||||
| 4. Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in the Proxy Statement | MGMT | Y | For | For | ||||
| Markel Corporation | MKL | 570535 | Annual 5/17/2023 | 1A-I Election of Directors: Besca. Connell, Cunningham, Gayner, Harris, Housel, Leopold, Anthony Markel, Steven Markel, Morrison, Jr. O'Reilly, & Puckett | MGMT | Y | For | For |
| 2. Advisory vote on approval of executive compensation | MGMT | Y | For | For | ||||
| 3. Advisory vote on frequency of advisory votes on approval of executive compensation | MGMT | Y | 1 Year | For | ||||
| 4. Ratify the selection of KPMG LLP by the Audit Committee of the Board of Directors as the Company's independent registered public accounting firm for the year ending December 31, 2023 | MGMT | Y | For | For | ||||
| Wheaton Precious Metal Corp | WPM | 962879 | Annual 5/12/2023 | 1. Election of directors: Brack, Brough, Donovan, Gillin, Gosselin, Hull, Ives, Jeannes, Schonberner, and Smallwood | MGMT | Y | For | For |
| 2 The appointment of Deloitte LLP, Independent Registered Public Accounting Firm, as auditors for 2023 and to authorize the directors to fix the auditors' remuneration | MGMT | Y | For | For | ||||
| 3 A non-binding advisory resolution on the Company's approach to executive compensation. | MGMT | Y | For | For | ||||
| JP Morgan Chase & Co | JPM | 46625H | Annual 5/16/2023 | 1A-I. Election of Directors: Bammann, Burke, Combs, Crown, Davis, Dimon, Flynn, Gorsky, Hobson, Neal, Novakovic, and Rometty | MGMT | Y | For | For |
| 2. Advisory resolution to approve executive compensation | MGMT | Y | For | For | ||||
| 3. Advisory vote on frequency of advisory resolution to approve executive compensation | MGMT | Y | 1 Year | For | ||||
| 4. Ratification of independent registered public accounting firm | MGMT | Y | For | For | ||||
| 5. Independent board chairman | Shareholders | Y | Against | Against | ||||
| 6. Fossil fuel phase out | Shareholders | Y | Against | Against | ||||
| 7. Amending public responsibility committee charter to include mandate to oversee animal welfare impact and risk | Shareholders | Y | Against | Against | ||||
| 8. Special shareholder meeting improvement | Shareholders | Y | Against | Against | ||||
| 9. Report on climate transition planning | Shareholders | Y | Against | Against | ||||
| 10. Report on ensuring respect for civil liberties | Shareholders | Y | Against | Against | ||||
| 11. Report analyzing the congruence of the company's political and electioneering expenditures | Shareholders | Y | Against | Against | ||||
| 12. Absolute GHG reduction goals | Shareholders | Y | Against | Against | ||||
| CSX | CSX | 126408 | Annual 5/10/2023 | 1A-K. Election of Directors: Donna M. Alvarado, Thomas P Bostick, Steven T Halverson, Paul C Hilal, Joseph R Hinrichs, David M Moffett, Linda H Riefler, Suzanne M Vautrinot, James L Wainscott, J Steven Whisler, John J Zillmer | MGMT | Y | For | For |
| 2. The ratification of the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2023. | MGMT | Y | For | For | ||||
| 3. Advisory (non-binding) resolution to approve compensation for the Company's named executive officers. | MGMT | Y | For | For | ||||
| 4. Advisory (non-binding) resolution to approve the frequency of future advisory votes on executive compensation | MGMT | Y | 1 Year | For | ||||
| Agnico Eagle Mines Limited | AEM | 8474 | Annual 4/28/2023 | 1. Election of directors | MGMT | Y | For | For |
| 2 Appointment of Ernst & Young LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration. | MGMT | Y | For | For | ||||
| 3 Consideration of and, if deemed advisable, the passing of a non-binding, advisory resolution accepting the Company's approach to executive compensation. | MGMT | Y | For | For | ||||
| Norfolk Southern | NSC | 655844 | Annua 5/11/2023 | 1A-M. Election of Directors: Bell, Jr., Daniels, Jr., Donadio, Huffard, Jr., Jones, Kelleher, Leer, Lockhard, Miles, Mongeau, Scanlon, Shaw, and Thompson | MGMT | Y | For | For |
| 2. Ratification of the appointment of KPMG LLP, independent registered public accounting firm, as Norfolk Southern's independent auditors for the year ending December 31, 2023 | MGMT | Y | For | For | ||||
| 3. Approval of the advisory resolution on executive compensation, as disclosed in the proxy statement for the 2023 Annual Meeting of Shareholders | MGMT | Y | For | For | ||||
| 4. Frequency of advisory resolution on executive compensation. | MGMT | Y | For | For | ||||
| 5. A shareholder proposal regarding street name and non-street name shareholders' rights to call a special meeting. | MGMT | Y | Against | Against | ||||
| Steel Dynamics Inc | STLD | 858119 | Annual 5/11/2023 | 1. Election of directors: Millett, Bargabos, Cornew, Dolan, Marcuccilli, Seaman, Shaheen, Sierra, Sonnenberg,and Teets, Jr. | MGMT | Y | For | For |
| 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS STEEL DYNAMICS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | MGMT | Y | For | For | ||||
| 3. APPROVAL OF FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS | 1 Year | Y | For | For | ||||
| 4. ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS | MGMT | Y | For | For | ||||
| 5. APPROVAL OF THE STEEL DYNAMICS, INC. 2023 EQUITY INCENTIVE PLAN | MGMT | Y | For | For | ||||
| 6. APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO PROVIDE FOR ELECTION OF DIRECTORS BY MAJORITY VOTE | MGMT | Y | For | For | ||||
| Honeywell International Inc | HON | 438516 | Annual 5/19/2023 | 1A-K. Election of Directors: Adamczyk, Angove, Ayer, Burke, Davis, Flint, Kapus, Lee, Liebleim, Washington, & Watson | MGMT | Y | For | For |
| 2. Advisory Vote to Approve Frequency of Advisory Vote on Executive Compensation | MGMT | Y | 1 year | For | ||||
| 3. Advisory Vote to Approve Executive Compensation | MGMT | Y | For | For | ||||
| 4. Approval of Independent Accountants. | MGMT | Y | For | For | ||||
| 5. Shareowner Proposal - Independent Board Chairman. | Shareholders | Y | Against | Against | ||||
| 6. Shareowner Proposal - Environmental and Health Impact Report | Shareholders | Y | Against | Against | ||||
| Oneok Inc | OKE | 682680 | Annual 5/24/2023 | 1A-J. Election of Directors: Derksen, Edwards, Helderman, Larson, Malcolm, Mogg, Moore, Norton II, Rodriguez, and Smith. | MGMT | Y | For | For |
| 2. Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of ONEOK, Inc. for the year ending December 31, 2023. | MGMT | Y | For | For | ||||
| 3. Amendment and restatement of the ONEOK, Inc. Employee Stock Purchase Plan to increase the total number of shares under the Plan | MGMT | Y | For | For | ||||
| 4. An advisory vote to approve ONEOK, Inc.'s executive compensation. | MGMT | Y | For | For | ||||
| 5. An advisory vote on the frequency of holding the shareholder advisory vote on ONEOK's executive compensation. | MGMT | Y | 1 Year | For | ||||
| Crown Castle INC | CCI | 22822V | Annual 5/17/2023 | 1A-J . Election of Directors: Bartolo, Brown, Christy, Fitzgerald, Goldsmith, Jones, Melon, Moreland, Stephens, and Thornton III, | MGMT | Y | For | For |
| 2. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal year 2023 | MGMT | Y | For | For | ||||
| 3. The non-binding, advisory vote to approve the compensation of the Company's named executive officers | MGMT | Y | For | For | ||||
| 4. The amendment to the Company's Restated Certificate of Incorporation, as amended, regarding officer exculpation | MGMT | Y | For | For | ||||
| Targa Resources Corp | TRGP | 87612G | Annual 5/23/2023 | 1.1 Election of Class I Director to serve until the 2026 annual meeting: P. Chung | MGMT | Y | For | For |
| 1.2 Election of Class I Director to serve until the 2026 annual meeting R. Crisp | MGMT | Y | For | For | ||||
| 1.3 Election of Class I Director to serve until the 2026 annual meeting Fulton | MGMT | Y | For | For | ||||
| 2. To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent auditors for 2023. | MGMT | Y | For | For | ||||
| 3. To approve, on an advisory basis, the compensation of the Company's named executive officers for the fiscal year ended December 31, 2022. | MGMT | Y | For | For | ||||
| 4. To approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of the Company's named executive officers. | MGMT | Y | 1 Year | For | ||||
| 5. Stockholder proposal to request that the Company issue a report assessing policy options related to venting and flaring, if the stockholder proposal is properly presented at the meeting. | Shareholders | Y | Against | Against | ||||
| Cleveland-Cliffs Inc | CLF | 185899 | Annual 5/17/2023 | 1. Election of 10 directors: Goncalves, Taylor, Baldwin, Fisher, Jr, Gerber, Green, Michael, III, Miller, Stoliar and Yocum | MGMT | Y | For | For |
| 2. Approval, on an advisory basis, of Cleveland-Cliffs Inc.'s named executive officers' compensation. | MGMT | Y | For | For | ||||
| 3. Approval, on an advisory basis, of the frequency of shareholder votes on our named executive officers' compensation. | 1 Year | Y | For | For | ||||
| 4. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Cleveland-Cliffs Inc. to serve for the 2023 fiscal year. | MGMT | Y | For | For | ||||
| Conoco Phillips | COP | 20825C | Annual 5/16/2023 | 1A-M. Election of Directors: Arriola, Freeman, Evans, CBE, Joerres, Lance, Leach, McRaven, Mulligan, Mullins, Murt,i Niblock, Seaton and Walkers | MGMT | Y | For | For |
| 2. Proposal to ratify appointment of Ernst & Young LLP as ConocoPhillips' independent registered public accounting firm for 2023 | MGMT | Y | For | For | ||||
| 3. Advisory Approval of Executive Compensation. | MGMT | Y | For | For | ||||
| 4. Advisory Vote on Frequency of Advisory Vote on Executive Compensation | MGMT | Y | For | For | ||||
| 5. Adoption of Amended and Restated Certificate of Incorporation on Right to Call Special Meeting | MGMT | Y | For | For | ||||
| 6. Approval of 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips | MGMT | Y | For | For | ||||
| 7. Independent Board Chairman | Shareholders | Y | Against | Against | ||||
| 8. Share Retention Until Retirement. | Shareholders | Y | Against | Against | ||||
| 9. Report on Tax Payments. | Shareholders | Y | Against | Against | ||||
| 10. Report on Lobbying Activities. | Shareholders | Y | Against | Against | ||||
| Reliance Steel and Aluminum Co. | RS | 759509 | Annual 5/17/2023 | 1a-i. Election of Directors to hold office until our next annual meeting: Lewis, Baldwin, Colonias, Figueroa, Dellaquila, Hoffman, Kaminski, McEvoy, Seeger, and Stotlar | MGMT | Y | For | For |
| 2. To consider a non-binding, advisory vote to approve the compensation of Reliance Steel & Aluminum Co.'s (the "Company" or "Reliance") named executive officers. | MGMT | Y | For | For | ||||
| 3. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2023 | MGMT | Y | For | For | ||||
| 4. To consider the frequency of the stockholders' non-binding, advisory vote on the compensation of our named executive officers. | 1 Year | Y | For | For | ||||
| 5. To consider a stockholder proposal relating to adoption of a policy for separation of the roles of Chairman and Chief Executive Officer, if properly presented at the Annual Meeting. | Shareholders | Y | Against | Against | ||||
| American Tower Corporation | AMT | 03027X | Annual 5/24/2023 | 1A-L. Election of Directors: T. Bartlett, K. Chambliss, T. Clarke, R. Dolan, K. Frank, R. Hormats,G. Lieblein, J. Reed, P. Reeve, C Macnab, B Tanner, and S. Thompson | MGMT | Y | For | For |
| 2. To ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2023 | MGMT | Y | For | For | ||||
| 3. To approve, on an advisory basis, the Company's executive compensation | MGMT | Y | For | For | ||||
| 4. To vote, on an advisory basis, on the frequency with which the Company will hold a stockholder advisory vote on executive compensation. | MGMT | Y | 1 Year | For | ||||
| Hecla Mining Company | HL | 422704 | Annual 5/23/2023 | 1a, Election of class 1 director | MGMT | Y | For | For |
| 1b. Election of class 1 director | MGMT | Y | For | For | ||||
| 2. Proposal to ratify and approve the selection of BDO USA, LLP, as our independent auditors of the Company for the calendar year ending December 31, 2023 | MGMT | Y | For | For | ||||
| 3. Advisory resolution to approve named executive officer compensation | MGMT | Y | For | For | ||||
| 4. Advisory vote on the frequency of our say-on-pay votes for named executive officer compensation | 1 Year | Y | For | For | ||||
| McDonalds | MCD | 580135 | Annual 5/25/2023 | 1a. Election of Directors to serve until the 2024 Annual Meeting: Capuano, Daniel, Dean, Engelbert, Georgiadis, Hernandez, Jr., Kempczinski, Lenny, Mulligan, Taubert, Walsh, Weaver and White | MGMT | Y | For | For |
| 2. Advisory vote to approve executive compensation. | MGMT | Y | For | For | ||||
| 3. Advisory vote on the frequency of future advisory votes on executive compensation. | 1Year | Y | For | For | ||||
| 4. Advisory vote to ratify the appointment of Ernst & Young LLP as independent auditor for 2023. | MGMT | Y | For | For | ||||
| 5. Advisory Vote on Adoption of Antibiotics Policy (1 of 2) | Shareholders | Y | Against | Against | ||||
| 6. Advisory Vote on Adoption of Antibiotics Policy (2 of 2). | Shareholders | Y | Against | Against | ||||
| 7. Advisory Vote on Annual Report on "Communist China." | Shareholders | Y | Against | Against | ||||
| 8. Advisory Vote on Civil Rights & Returns to Merit Audit. | Shareholders | Y | Against | Against | ||||
| 9. Advisory Vote on Annual Report on Lobbying Activities. | Shareholders | Y | Against | Against | ||||
| 10. Advisory Vote on Annual Report on Global Political Influence. | Shareholders | Y | Against | Against | ||||
| 11. Advisory Vote on Poultry Welfare Disclosure. | Shareholders | Y | Against | Against | ||||
| Travelers | TRV | 89417E | Annual 5/24/2023 | 1A-N. Election of Directors: Beller, Dolan, Golden, Higgin, Kane, Leonardi, Otis, Jr. Robinson, Ruegger, II, Santan, Schermehorn, Schnitzer, Thomsen, Kralingen | MGMT | Y | For | For |
| 2. Ratification of the appointment of KPMG LLP as The Travelers Companies, Inc.'s independent registered public accounting firm for 2023. | MGMT | Y | For | For | ||||
| 3. Non-binding vote on the frequency of future votes to approve executive compensation | MGMT | Y | 1 Year | For | ||||
| 4. Non-binding vote to approve executive compensation. | MGMT | Y | For | For | ||||
| 5. Approve The Travelers Companies, Inc. 2023 Stock Incentive Plan. | MGMT | Y | For | For | ||||
| 6. Shareholder proposal relating to the issuance of a report on GHG emissions, if presented at the Annual Meeting of Shareholders. | Shareholders | Y | Against | Against | ||||
| 7. Shareholder proposal relating to policies regarding fossil fuel supplies, if presented at the Annual Meeting of Shareholders. | Shareholders | Y | Against | Against | ||||
| 8. Shareholder proposal relating to conducting a racial equity audit, if presented at the Annual Meeting of Shareholders. | Shareholders | Y | Against | Against | ||||
| 9. Shareholder proposal relating to the issuance of a report on insuring law enforcement, if presented at the Annual Meeting of Shareholders. | Shareholders | Y | Against | Against | ||||
| 10. Shareholder proposal relating to additional disclosure of third party political contributions, if presented at the Annual Meeting of Shareholders. | Shareholders | Against | Against | Against | ||||
| EOG Resources Inc | EOG | 26875P | Annual 5/23/2023 | 1a-i. Election of Directors to serve until the 2024 Annual Meeting: Boedeker, Clark, Crisp, Daniels, Day, Donaldson, Driggers, Dugle, Gaut, Helms, Jr., Kerr, Robertson, Textor and Yacob. | MGMT | Y | For | For |
| 2. To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP, independent registered public accounting firm, as auditors for the Company for the year ending December 31, 2023. | MGMT | Y | For | For | ||||
| 3. To approve, by non-binding vote, the compensation of the Company's named executive officers. | MGMT | Y | For | For | ||||
| 4. To recommend, by non-binding vote, the frequency of holding advisory votes on the compensation of the Company's named executive officers. | 1 Year | Y | For | For | ||||
| Chevron Corporation | CVX | 166764 | Annual 5/31/2023 | 1A-L. Election of Directors: Austin, Frank, Gast, Harnandez, Jr., Hewson, Huntsman, Jr., Moorman, Moy, Reed-Klages, Umbleby II, Warner, and Wirth | MGMT | Y | For | For |
| 2. Ratification of Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm | MGMT | Y | For | For | ||||
| 3. Advisory Vote to Approve Named Executive Officer Compensation | MGMT | Y | For | For | ||||
| 4. Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation | MGMT | Y | 1 Year | For | ||||
| 5. Rescind the 2021 "Reduce Scope 3 Emissions" Stockholder Proposal | Shareholders | Y | Against | Against | ||||
| 6. Set a Medium-Term Scope 3 GHG Emissions Reduction Target | Shareholders | Y | Against | Against | ||||
| 7. Recalculate Emissions Baseline to Exclude Emissions from Material Divestitures | Shareholders | Y | Against | Against | ||||
| 8. Establish Board Committee on Decarbonization Risk | Shareholders | Y | Against | Against | ||||
| 9. Report on Worker and Community Impact from Facility Closures and Energy Transitions | Shareholders | Y | Against | Against | ||||
| 10. Report on Racial Equity Audit | Shareholders | Y | Against | Against | ||||
| 11. Report on Tax Practices | Shareholders | Y | Against | Against | ||||
| 12. Independent Chair | Shareholders | Y | Against | Against | ||||
| Union Pacific | UNP | 907818 | Annual 5/18/2023 | 1A-J. Election of Directors: Delaney, Dillion, Edison, Finley, Fritz, Hopkins, Lute, McCarthy, Villarreal, and Williams | MGMT | Y | For | For |
| 2. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for 2023 | MGMT | Y | For | For | ||||
| 3. An advisory vote to approve executive compensation | MGMT | Y | For | For | ||||
| 4. An advisory vote on the frequency of future advisory votes on executive compensation ("Say on Frequency") | 1 Year | Y | For | For | ||||
| 5. Shareholder proposal regarding independent board chairman | Shareholders | Y | Against | Against | ||||
| 6. Shareholder proposal requesting an amendment to our Bylaws to require shareholder approval for certain future amendments. | Shareholders | Y | Against | Against | ||||
| 7. Shareholder proposal requesting a paid sick leave policy | Shareholders | Y | Against | Against | ||||
| Equinix Inc | EQIX | 29444U | Annual 5/25/2023 | 1A-K. Election of Directors to the Board of Directors to serve until the next Annual Meeting or until their successors have been duly elected and qualified: Caldwell, Fox-Martin, Guerrier, Hromadko, Meyers, Olinger, Paisley, Pate,lRivera, Russo, and Camp | MGMT | Y | For | For |
| 2. Approval, by a non-binding advisory vote, of the compensation of our named executive officers. | MGMT | Y | For | For | ||||
| 3. Approval, by a non-binding advisory vote, of the frequency with which our stockholders will vote on the compensation of our named executive officers | 1 Year | Y | For | For | ||||
| 4. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 | MGMT | Y | For | For | ||||
| 5. A stockholder proposal related to shareholder ratification of termination pay | Shareholders | Y | Against | Against | ||||
| PayPal Holdings Inc | PYPL | 70450Y | Annual 5/24/2023 | 1A-L. Election of Director: Adkins, Christodoro, Donahoe, Dorman, Johnson, Lores, McGovern, Messemer, Moffett, Samoff, Schulman and Yeary | MGMT | Y | For | For |
| 2. Advisory Vote to Approve Named Executive Officer Compensation. | MGMT | Y | For | For | ||||
| 3. Approval of the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as Amended and Restated. | MGMT | Y | For | For | ||||
| 4. Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Auditor for 2023 | MGMT | Y | For | For | ||||
| 5. Stockholder Proposal - Provision of Services in Conflict Zones | Shareholders | Y | Against | Against | ||||
| 6. Stockholder Proposal - Reproductive Rights and Data Privacy | Shareholders | Y | Against | Against | ||||
| 7. Stockholder Proposal - PayPal Transparency Reports | Shareholders | Y | Against | Against | ||||
| 8. Stockholder Proposal - Report on Ensuring Respect for Civil Liberties | Shareholders | Y | Against | Against | ||||
| 9. Stockholder Proposal - Adopt Majority Vote Standard for Director Elections. | Shareholders | Y | Against | Against | ||||
| Exxon Mobil | XOM | 30231G | Annual 5/31/2023 | 1A-L. Election of Directors: Angelakis, Avery, Braly, Goff, Harris II, Hietala, Hooley, Kandarian, Karsner, Kellner, Ubben, Woods | MGMT | Y | For | For |
| 2. Ratification of Independent Auditors | MGMT | Y | For | For | ||||
| 3. Advisory Vote to Approve Executive Compensation | MGMT | Y | For | For | ||||
| 4. Frequency of Advisory Vote on Executive Compensation | MGMT | Y | 1 Year | For | ||||
| 5. Establish a New Board Committee on Decarbonization Risk | Shareholders | Y | Against | Against | ||||
| 6. Reduce Executive Stock Holding Period | Shareholders | Y | Against | Against | ||||
| 7. Additional Carbon Capture and Storage and Emissions Report | Shareholder | Y | Against | Against | ||||
| 8. Additional Direct Methane Measurement | Shareholders | Y | Against | Against | ||||
| 9. Establish a Scope 3 Target and Reduce Hydrocarbon Sales | Shareholders | Y | Against | Against | ||||
| 10. Additional Report on Worst-case Spill and Response Plans | Shareholders | Y | Against | Against | ||||
| 11. GHG Reporting on Adjusted Basis | Shareholder | Y | Against | Against | ||||
| 12. Report on Asset Retirement Obligations Under IEA NZE Scenario | Shareholders | Y | Against | Against | ||||
| 13. Report on Plastics Under SCS Scenario | Shareholders | Y | Against | Against | ||||
| 14. Litigation Disclosure Beyond Legal and Accounting Requirements | Shareholders | Y | Against | Against | ||||
| 15. Tax Reporting Beyond Legal Requirements | Shareholders | Y | Against | Against | ||||
| 16. Energy Transition Social Impact Report | Shareholder | Y | Against | Against | ||||
| 17. Report on Commitment Against AMAP Work | Shareholders | Y | Against | Against | ||||
| First Majestic Silver Corp | AG | 32076V | Annual 5/25/2023 | 1.To set the number of Directors at 7 | MGMT | Y | For | For |
| 2.Election of Directors" Neumeyer, Majori Co, T. Fudge, Jr., Lopez, Polman, Rivieres, and Rustad | MGMT | Y | For | For | ||||
| 3 Appointment of Deloitte LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration. | MGMT | Y | For | For | ||||
| 4 Approval of an advisory resolution with respect to the Company's approach to executive compensation, as more particularly set out in the section of the Information Circular entitled "Advisory Vote on Executive Compensation | MGMT | Y | For | For | ||||
| Freeport Mcmoran Inc | FCX | 35671D | Annual 6/6/2023 | 1A-L. Election of Directors: Abney, Adkerson, Donadio, Dudley, Grant, Kennard, Lane, Lewis, McCoy, Quick, Stephens & Townsend | MGMT | Y | For | For |
| 2. Approval, on an advisory basis, of the compensation of our named executive officers. | MGMT | Y | For | For | ||||
| 3. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers | MGMT | Y | 1 Year | For | ||||
| 4. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023 | MGMT | Y | For | For | ||||
| Antero Midstream Corporation | AM | 03676B | Annual 6/6/2023 | 1. Vote board of directors: Class I Dea, Keenan, Jr. McArdle | MGMT | Y | For | For |
| Vote for Class II Directors Kennedy, Klimley, & Mollenkopf | ||||||||
| Vote for Class II Directors: Rady, Chisholm, and Keyte | ||||||||
| 2. To ratify the appointment of KPMG LLP as Antero Midstream Corpoartions independent registered public accounting firm for the year ending December 31, 2023. | MMGT | Y | For | For | ||||
| 3.To approve on an advisory basis the compensation of Antero Midstream Corporations named executive officers | MGMT | Y | For | For | ||||
| 4.To approve the amendment to Antero Midstream Corporation certicate of incorpation to reflect new Delaware law provisions regarding officer exculpation. | MGMT | Y | For | For | ||||
| Mastercard Incorporated | MA | 57636Q | Annual 5/27/2023 | 1A-L. Election of Directors: Jano, Bracher, Davis, Genachowski, Goh, Matsumoto, Miebach, Moon, Qureshi, Sulzberger, Talwar & Uggla | MGMT | Y | For | For |
| 2. Advisory approval of Mastercard's executive compensation. | MGMT | Y | For | For | ||||
| 3. Advisory approval of the frequency of future advisory votes on executive compensation | 1 Year | Y | For | For | ||||
| 4. Approval of Mastercard Incorporated Employee Stock Purchase Plan | MGMT | Y | For | For | ||||
| 5. Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2023 | MGMT | Y | For | For | ||||
| 6. Consideration of a stockholder proposal requesting a report on ensuring respect for civil liberties | Shareholders | Y | Against | Against | ||||
| 7. Consideration of a stockholder proposal requesting a report on Mastercard's stance on new Merchant Category Code | Shareholders | Y | Against | Against | ||||
| 8. Consideration of a stockholder proposal requesting lobbying disclosure | Shareholders | Y | Against | Against | ||||
| 9. Consideration of a stockholder proposal requesting stockholders approve advance notice bylaw amendments. | Shareholders | Y | Against | Against | ||||
| 10. Consideration of a stockholder proposal requesting a report on the cost-benefit analysis of diversity and inclusion efforts. | Shareholders | Y | Against | Against | ||||
| Linde plc | LIN | G54950 | Annual 7/24/2023 | 1A-J . Election of Directors Angel, Lamba, Achleitner, Enders, Grant, Kaeser, Ossadnik, Richenhagen, Weisser and Wood | MGMT | Y | For | For |
| 2a. To ratify, on an advisory and non-binding basis, the appointment of PricewaterhouseCoopers ("PWC") as the independent auditor. | MGMT | Y | For | For | ||||
| 2b. To authorize the Board, acting through the Audit Committee, to determine PWC's remuneration | MGMT | Y | For | For | ||||
| 3. To approve, on an advisory and non-binding basis, the compensation of Linde plc's Named Executive Officers, as disclosed in the 2023 Proxy statement. | MGMT | Y | For | For | ||||
| 4. To approve amendments to Linde's Irish Memorandum and Articles of Association to reduce certain supermajority shareholder vote requirements. | MGMT | Y | For | For | ||||
| Canadian Pacific Kansas City Limited | CP | 13646K | Annual 6/15/2023 | 1. Appointment of the Auditor as named in the Proxy Circular | MGMT | Y | For | For |
| 2 Advisory vote to approve the Corporation's approach to executive compensation as described in the Proxy Circular | MGMT | Y | For | For | ||||
| 3 Advisory vote to approve the Corporation's approach to climate change as described in the Proxy Circular. | MGMT | Y | For | For | ||||
| 4A-M. Election of directors: Baird, Courville, Creel, Denham, Garza, Guard-Sntos, Hamberger, Kennedy, Maier, Paull, Peverett, Robertson and Trafton | MGMT | Y | For | For | ||||
| Registrant: Mutual Fund & Variable Insurance Trust | Rational/Pier 88 Convertible Securities Fund | |||||||
| Investment Company 1940 Act File # 811-05010 | ||||||||
| Reporting Period: July 1, 2022 - June 30, 2023 | ||||||||
| N-PX Proxy Voting Requirements | ||||||||
| (a) Issuer's Name | (b) Exchange Ticker Symbol | (c)"CUSIP" # | (d) Shareholder Meeting Date | (e) Matter Identification | (f) Proposal Type Mgmt. or Shareholder | (g) Voted Yes or No | (h) Vote Cast For or Against | (i) For or Against Management |
| Workday | WDAY | 98138H101 | Annual June 22, 2023 | Election of Directors Davies, Frederick, M.D., Hawkins, and Still till 2026 | Mgmt. | Yes | For | For |
| Ratify appointment of Ernst & Young LLP as independent auditrs for fiscal year ending Januar 31, 2024 | Mgmt. | Yes | For | For | ||||
| Advisory Vote on named executive compensation | Mgmt. | Yes | For | For | ||||
| Stockholder proposal fregarding amendment of bylaws | shareholder | Yes | For | Against | ||||
| Salesforce, Inc. | CRM | 79466L302 | Annual June 8, 2023 | Election of Director: Marc Benioff | Mgmt. | Yes | For | For |
| Election of Director: Laura Alber | Mgmt. | Yes | For | For | ||||
| Election of Director: Craig Conway | Mgmt. | Yes | For | For | ||||
| Election of Director: Arnold Donald | Mgmt. | Yes | For | For | ||||
| Election of Director: Parker Harris | Mgmt. | Yes | For | For | ||||
| Election of Director: Neelie Kroes | Mgmt. | Yes | For | For | ||||
| Election of Director: Sachin Mehra | Mgmt. | Yes | For | For | ||||
| Election of Director: Mason Morfit | Mgmt. | Yes | For | For | ||||
| Election of Director: Oscar Munoz | Mgmt. | Yes | For | For | ||||
| Election of Director: John V. Roos | Mgmt. | Yes | For | For | ||||
| Election of Director: Robin Washington | Mgmt. | Yes | For | For | ||||
| Election of Director: Maynard Webb | Mgmt. | Yes | For | For | ||||
| Election of Director: Susan Wojcicki | Mgmt. | Yes | For | For | ||||
| Amendment and restatement of our 2013 Equity Incentive Plan to increase the number of shares reserved for issuance. | Mgmt. | Yes | For | For | ||||
| Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024. | Mgmt. | Yes | For | For | ||||
| An advisory vote to approve the fiscal 2023 compensation of our named executive officers. | Mgmt. | Yes | For | For | ||||
| An advisory vote on the frequency of holding future advisory votes to approve executive compensation. | Mgmt. | Yes | 1 year | For | ||||
| A stockholder proposal requesting a policy to require the Chair of the Board be an independent member of the Board and not a former CEO of the Company, if properly presented at the meeting. | shareholder | Yes | For | Against | ||||
| A stockholder proposal requesting a policy to forbid all Company directors from sitting on any other boards, if properly presented at the meeting. | shareholder | Yes | For | Against | ||||
| Bookings Holdings, Inc. | BKNG | 09857L108 | Annual June 6, 2023 | Election of Directors: Fogel, Graddick-Weir, Hopeman, Mylod, Jr., Noski, Quinlan, Read, Rothman, Singh, Radakovich, Wittman | Mgmt. | No | N/A | N/A |
| Advisory Vote to approve 2022 executive compensation | Mgmt. | No | N/A | N/A | ||||
| Ratification of Deloitte & Touch LLP as independent registered public accounting firm for year ending December 31, 2023 | Mgmt. | No | N/A | N/A | ||||
| Shareholder proposal requesting non-binding stockerholder vote to ratify termination pay of executives | Mgmt. | No | N/A | N/A | ||||
| Pioneer National Resources Company | PXD | 723787107 | Annual May 25, 2023 | Election of Directgors: Alamenddine, Billingsley, Buchanan, Dealy, Dreyfu, Gallagher, Gobe, Methvin, Mitchell, Sheffield, Thompson, and Wood | Mgmt. | Yes | For | For |
| Ratification of Selection of Ernst & Young LLP as the Company,s independent registered public account firm for 2023 | Mgmt. | Yes | For | For | ||||
| Advisory Vote to approve named executive officer compensation | Mgmt. | Yes | For | For | ||||
| Advisory Vote to approve the frequency of future advisory votes on executrive compensation | Mgmt. | Yes | 1 year | For | ||||
| KBR, Inc. | KBR | 48242W106 | Annual May 17, 2023 | Election of Directors: Baldwin, Bradie, Dugle, Lyles, USAF (ret.), Manzoni, KCB, Masielle, USAF (ret.), Moore, Pickard, Sabater, Steward, USMC (ret.) | Mgmt. | yes | For | For |
| Advisory Vote to approve KBR's named executive officer compensation | Mgmt. | yes | For | For | ||||
| Advisory Vote on the frequency of advisory votes on KBR's named executive office compensaiton | Mgmt. | yes | 3 years | Against | ||||
| Ratify the apppointment of KPMG LLP as the independent registered public accounting firm to audit the financial statements for KBR, Inc. as of and for the year endeding December 29, 2023. | Mgmt. | yes | For | For | ||||
| Tradeweb Markets Inc. | TW | 892672106 | Annual May 15, 2023 | Election of Directors, , Dixon, Ganeles, Johnson, and Roos | Mgmt. | Yes | For | For |
| Ratification of appointment of Deloitte & Touch, LLP as indepdnent registered public accounting firm for fiscal year ending December 31, 2023 | Mgmt. | Yes | For | For | ||||
| ATI, Inc. | ATI | 01741R102 | Annual May 11, 2023 | Elect Directors: Harvey, Diggs, Morehouse | Mgmt. | Yes | For | For |
| Advisory vote on the frequency of holding an advisory vote on executive compensation | Mgmt. | Yes | 2 years | Against | ||||
| Advisory Vote to approve the compensation of our named executive officers | Mgmt. | Yes | For | For | ||||
| Ratification of the selection of Ernst & Young LLP as our independent auditors for 2023 | Mgmt. | Yes | For | For | ||||
| Palo Alto Newtworks, Inc. | PANW | 697435105 | Annual December 13, 2022 | To elect two Class II directors Gayle and Goetz named in the accompanying proxy statement to serve until our 2025 annual meeting of stockholders and until their successors are duly elected and qualified. | Mgmt. | No | N/A | N/A |
| To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending July 31, 2023. | Mgmt. | No | N/A | N/A | ||||
| To approve, on an advisory basis, the compensation of our named executive officers. | Mgmt. | No | N/A | N/A | ||||
| To approve an amendment to the 2021 Palo Alto Networks, Inc. Equity Incentive Plan to increase the number of plan shares reserved for issuance. | Mgmt. | No | N/A | N/A | ||||
| Registrant: Mutual Fund & Variable Insurance Trust | Rational/Resolve Adaptive Asset Allocation Fund | |||||||||
| Investment Company 1940 Act File # 811-05010 | ||||||||||
| Reporting Period: July 1, 2022 - June 30, 2023 | ||||||||||
| NP-X Proxy Voting Requirements | ||||||||||
| (a) Issuer's Name | (b) Exchange Ticker Symbol | (c)"CUSIP" # | (d) Shareholder Meeting Date | (e) Matter Identification | (f) Proposal Type Mgmt. or Shareholder | (g) Voted Yes or No | (h) Vote Cast For or Against | (i) For or Against Management | ||
| No proxies were voted during the reporting period ended June 30, 2023. | ||||||||||
| Registrant: Mutual Fund & Variable Insurance Trust | Fund Name: Rational Select Asset Fund | |||||||||
| Investment Company 1940 Act File # 811-05010 | ||||||||||
| Reporting Period: July 1, 2022 - June 30, 2023 | ||||||||||
| FORM N-PX - PROXY VOTING RECORD REQUIREMENTS | ||||||||||
| (a) Issuer's Name | (b) Exchange Ticker Symbol | (c)"CUSIP" # | (d) Shareholder Meeting Date | (e) Matter Identification | (f) Proposal Type | (g) Voted | (h) Vote Cast | (i) For or Against Management | ||
| The Fund had not commenced operations as of June 30, 2023. | ||||||||||
| Registrant: Mutual Fund & Variable Insurance Trust | Fund Name: Rational Special Situations Income Fund | |||||||||
| Investment Company 1940 Act File # 811-05010 | ||||||||||
| Reporting Period: July 1, 2022 - June 30, 2023 | ||||||||||
| N-PX Proxy Voting Requirements | ||||||||||
| (a) Issuer's Name | (b) Exchange Ticker Symbol | (c)"CUSIP" # | (d) Shareholder Meeting Date | (e) Matter Identification | (f) Proposal Type Mgmt. or Shareholder | (g) Voted Yes or No | (h) Vote Cast For or Against | (i) For or Against Management | ||
| No proxies voted during the reporting period ended June 30, 2023. | ||||||||||
| Registrant: Mutual Fund & Variable Insurance Trust | Fund Name: Rational Strategic Allocation Fund | |||||||||
| Investment Company 1940 Act File # 811-05010 | ||||||||||
| Reporting Period: July 1, 2022 - June 30, 2023 | ||||||||||
| N-PX Proxy Voting Requirements | ||||||||||
| (a) Issuer's Name | (b) Exchange Ticker Symbol | (c)"CUSIP" # | (d) Shareholder Meeting Date | (e) Matter Identification | (f) Proposal Type Mgmt. or Shareholder | (g) Voted Yes or No | (h) Vote Cast For or Against | (i) For or Against Management | ||
| No proxies were voted during the reporting period ended June 30, 2023. | ||||||||||
| Registrant: Mutual Fund & Variable Insurance Trust | Fund Name: Rational Tactical Return Fund | |||||||||
| Investment Company 1940 Act File # 811-05010 | ||||||||||
| Reporting Period: July 1, 2022 - June 30, 2023 | ||||||||||
| N-PX Proxy Voting Requirements | ||||||||||
| (a) Issuer's Name | (b) Exchange Ticker Symbol | (c)"CUSIP" # | (d) Shareholder Meeting Date | (e) Matter Identification | (f) Proposal Type Mgmt. or Shareholder | (g) Voted Yes or No | (h) Vote Cast For or Against | (i) For or Against Management | ||
| No proxies voted during the reporting period ended June 30, 2023. | ||||||||||
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.
(Registrant): Mutual Fund and Variable Insurance Trust
By (Signature and Title) /s/ Michael Schoonover
President
Date: August 28, 2023