Comstock Funds, Inc.
John C. Ball
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (17 CFR 239.24 and 274.5), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
| ROGERS CORPORATION | | |
| Security | 775133101 | | | | Meeting Type | Special |
| Ticker Symbol | ROG | | | | Meeting Date | 25-Jan-2022 | |
| ISIN | US7751331015 | | | | Agenda | 935538287 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To approve the Agreement and Plan of Merger, dated as of November 1, 2021 (as it may be amended from time to time, the “Merger Agreement”). | Management | | For | | For | | |
| 2. | To approve, on a non-binding advisory basis, the “golden parachute” compensation that may be payable to our named executive officers in connection with the merger. | Management | | For | | For | | |
| 3. | To approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement. | Management | | For | | For | | |
| NEOPHOTONICS CORPORATION | | |
| Security | 64051T100 | | | | Meeting Type | Special |
| Ticker Symbol | NPTN | | | | Meeting Date | 01-Feb-2022 | |
| ISIN | US64051T1007 | | | | Agenda | 935539556 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To adopt the Agreement and Plan of Merger, dated November 3, 2021 (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”) by and among NeoPhotonics Corporation (“NeoPhotonics”), Lumentum Holdings Inc. and Neptune Merger Sub, Inc. | Management | | For | | For | | |
| 2. | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to NeoPhotonics’ named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. | Management | | For | | For | | |
| 3. | To adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. | Management | | For | | For | | |
| CYRUSONE INC. | | |
| Security | 23283R100 | | | | Meeting Type | Special |
| Ticker Symbol | CONE | | | | Meeting Date | 01-Feb-2022 | |
| ISIN | US23283R1005 | | | | Agenda | 935540890 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To approve the merger (the “merger”) of Cavalry Merger Sub LLC, a wholly owned subsidiary of Parent (“Merger Sub”), with and into CyrusOne Inc. (the “Company”), with the Company surviving the merger, in accordance with the terms of the Agreement and Plan of Merger, dated as of November 14, 2021 (the “merger agreement”), by and among Cavalry Parent L.P. (“Parent”), Merger Sub and the Company, the merger agreement and the other transactions contemplated by the merger agreement. | Management | | For | | For | | |
| 2. | To approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the consummation of the merger. | Management | | For | | For | | |
| 3. | To approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the special meeting to approve Proposal 1. | Management | | For | | For | | |
| ARENA PHARMACEUTICALS, INC. | | |
| Security | 040047607 | | | | Meeting Type | Special |
| Ticker Symbol | ARNA | | | | Meeting Date | 02-Feb-2022 | |
| ISIN | US0400476075 | | | | Agenda | 935540888 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To adopt the Agreement and Plan of Merger, dated December 12, 2021 (the “Merger Agreement”), by and among Arena Pharmaceuticals, Inc. (“Arena”), Pfizer Inc., and Antioch Merger Sub, Inc. | Management | | For | | For | | |
| 2. | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Arena’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. | Management | | For | | For | | |
| 3. | To adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. | Management | | For | | For | | |
| MCAFEE CORP. | | |
| Security | 579063108 | | | | Meeting Type | Special |
| Ticker Symbol | MCFE | | | | Meeting Date | 09-Feb-2022 | |
| ISIN | US5790631080 | | | | Agenda | 935541765 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To approve and adopt the Agreement and Plan of Merger, dated November 5, 2021, as amended (the “Merger Agreement”), among Condor BidCo, Inc., a Delaware corporation (“Parent”), Condor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and McAfee Corp., a Delaware corporation (“McAfee”). | Management | | For | | For | | |
| 2. | To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to McAfee’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. | Management | | For | | For | | |
| 3. | To adjourn the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal 1 at the time of the special meeting. | Management | | For | | For | | |
| VONAGE HOLDINGS CORP. | | |
| Security | 92886T201 | | | | Meeting Type | Special |
| Ticker Symbol | VG | | | | Meeting Date | 09-Feb-2022 | |
| ISIN | US92886T2015 | | | | Agenda | 935542464 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of November 22, 2021 (the “Merger Agreement”), by and among Vonage Holdings Corp., Telefonaktiebolaget LM Ericsson (publ), and Ericsson Muon Holding Inc. | Management | | For | | For | | |
| 2. | To approve, by a non-binding advisory vote, the compensation that may be paid or become payable to Vonage Holdings Corp.’s named executive officers that is based on or otherwise relates to the merger contemplated by the Merger Agreement. | Management | | For | | For | | |
| 3. | To approve the adjournment of the special meeting of stockholders (the “Special Meeting”) to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of proposal 1 if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. | Management | | For | | For | | |
| PAE INCORPORATED | | |
| Security | 69290Y109 | | | | Meeting Type | Special |
| Ticker Symbol | PAE | | | | Meeting Date | 10-Feb-2022 | |
| ISIN | US69290Y1091 | | | | Agenda | 935542515 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To approve and adopt the Agreement and Plan of Merger, (as may be amended or modified from time to time, “merger agreement”), among Amentum Government Services Holdings LLC, a Delaware LLC (which we refer to as “Parent”), Pinnacle Virginia Merger Sub Inc., a Delaware corp. (which we refer to as “Merger Sub”), which is a wholly owned indirect subsidiary of Parent, and PAE, pursuant to which Merger Sub will be merged with and into PAE, with PAE continuing as surviving corp. in merger & a wholly owned indirect subsidiary of Parent. which we refer to as merger | Management | | For | | For | | |
| 2. | To approve specified compensation that will or may become payable to PAE’s named executive officers in connection with the merger. | Management | | For | | For | | |
| 3. | To adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger agreement. | Management | | For | | For | | |
| INDEPENDENCE HOLDING COMPANY | | |
| Security | 453440307 | | | | Meeting Type | Special |
| Ticker Symbol | IHC | | | | Meeting Date | 15-Feb-2022 | |
| ISIN | US4534403070 | | | | Agenda | 935541789 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | Adoption of the Agreement and Plan of Merger, dated as of November 9, 2021, by and among Independence Holding Company, Geneve Holdings, Inc. and Geneve Acquisition Corp. | Management | | For | | For | | |
| 2. | Approval, on a non-binding, advisory basis, of compensation that may become payable to named executive officers of Independence Holding Company in connection with the Merger. | Management | | For | | For | | |
| 3. | Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to obtain Company stockholder approval or majority of the minority stockholder approval. | Management | | For | | For | | |
| NUANCE COMMUNICATIONS, INC. | | |
| Security | 67020Y100 | | | | Meeting Type | Annual |
| Ticker Symbol | NUAN | | | | Meeting Date | 01-Mar-2022 | |
| ISIN | US67020Y1001 | | | | Agenda | 935542692 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | DIRECTOR | Management | | | | | | |
| | | 1 | Mark Benjamin | | | | For | | For | | |
| | | 2 | Daniel Brennan | | | | For | | For | | |
| | | 3 | Lloyd Carney | | | | For | | For | | |
| | | 4 | Thomas Ebling | | | | For | | For | | |
| | | 5 | Robert Finocchio | | | | For | | For | | |
| | | 6 | Laura Kaiser | | | | For | | For | | |
| | | 7 | Michal Katz | | | | For | | For | | |
| | | 8 | Mark Laret | | | | For | | For | | |
| | | 9 | Sanjay Vaswani | | | | For | | For | | |
| 2. | To approve a non-binding advisory resolution regarding Executive Compensation. | Management | | For | | For | | |
| 3. | To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2022. | Management | | For | | For | | |
| SPX FLOW, INC. | | |
| Security | 78469X107 | | | | Meeting Type | Special |
| Ticker Symbol | FLOW | | | | Meeting Date | 03-Mar-2022 | |
| ISIN | US78469X1072 | | | | Agenda | 935548997 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | Merger Proposal - To approve the Agreement and Plan of Merger, dated as of December 12, 2021 (the “Merger Agreement”), by and among LSF11 Redwood Acquisitions, LLC (“Buyer”), Redwood Star Merger Sub, Inc., a wholly owned subsidiary of Buyer (“Merger Sub”), and SPX FLOW, Inc. (the “Company”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger (the “Merger Proposal”). | Management | | For | | For | | |
| 2. | Advisory Compensation Proposal - To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger (the “Advisory Compensation Proposal”). | Management | | For | | For | | |
| 3. | Adjournment Proposal - To approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement of the Special Meeting to approve the merger proposal (the “Adjournment Proposal”). | Management | | For | | For | | |
| DEL TACO RESTAURANTS, INC. | | |
| Security | 245496104 | | | | Meeting Type | Special |
| Ticker Symbol | TACO | | | | Meeting Date | 07-Mar-2022 | |
| ISIN | US2454961044 | | | | Agenda | 935547628 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of December 5, 2021 (the merger agreement), among Jack in the Box Inc., Epic Merger Sub Inc., and Del Taco Restaurants, Inc. (the merger). | Management | | For | | For | | |
| 2. | To approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to the named executive officers of Del Taco Restaurants, Inc. in connection with the merger and contemplated by the merger agreement. | Management | | For | | For | | |
| 3. | To approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. | Management | | For | | For | | |
| GCP APPLIED TECHNOLOGIES INC | | |
| Security | 36164Y101 | | | | Meeting Type | Special |
| Ticker Symbol | GCP | | | | Meeting Date | 08-Mar-2022 | |
| ISIN | US36164Y1010 | | | | Agenda | 935548125 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | Adoption of the Agreement and Plan of Merger, dated December 5, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among Cyclades Parent, Inc., a Delaware corporation, Cyclades Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, GCP Applied Technologies Inc., a Delaware corporation(“GCP”), and solely for the purpose of Section 8.13 thereof, Compagnie de Saint-Gobain S.A., a société anonyme organized under the laws of France. | Management | | For | | For | | |
| 2. | Adjourn the Special Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. | Management | | For | | For | | |
| 3. | Approval of, on a non-binding, advisory basis, certain compensation that will or may become payable to GCP’s named executive officers in connection with the transactions contemplated by the Merger Agreement. | Management | | For | | For | | |
| BOTTOMLINE TECHNOLOGIES, INC. | | |
| Security | 101388106 | | | | Meeting Type | Special |
| Ticker Symbol | EPAY | | | | Meeting Date | 08-Mar-2022 | |
| ISIN | US1013881065 | | | | Agenda | 935549002 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of December 16, 2021, by and among Bottomline Intermediate Holdings III, LLC (formerly known as Project RB Parent, LLC), Project RB Merger Sub, Inc. and Bottomline Technologies, Inc., as it may be amended from time to time. | Management | | For | | For | | |
| 2. | To approve the adoption of any proposal to adjourn the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. | Management | | For | | For | | |
| 3. | To approve, by non-binding, advisory vote, compensation that will or may become payable by Bottomline Technologies, Inc. to its named executive officers in connection with the merger. | Management | | For | | For | | |
| VERSO CORPORATION | | |
| Security | 92531L207 | | | | Meeting Type | Special |
| Ticker Symbol | VRS | | | | Meeting Date | 11-Mar-2022 | |
| ISIN | US92531L2079 | | | | Agenda | 935550992 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | Proposal to adopt the Agreement and Plan of Merger, dated as of December 19, 2021, by and among Verso Corporation, BillerudKorsnäs Inc., West Acquisition Merger Sub Inc. and, solely for purposes of certain sections thereof (as specified in the Merger Agreement), BillerudKorsnäs AB (the “Merger Agreement”). | Management | | For | | For | | |
| 2. | Proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Verso Corporation’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. | Management | | For | | For | | |
| 3. | Proposal to approve any proposal to adjourn the virtual Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the virtual Special Meeting to approve the proposal to adopt the Merger Agreement. | Management | | For | | For | | |
| MIMECAST LIMITED | | |
| Security | G14838109 | | | | Meeting Type | Special |
| Ticker Symbol | MIME | | | | Meeting Date | 11-Mar-2022 | |
| ISIN | GB00BYT5JK65 | | | | Agenda | 935551033 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| S1. | Authorize the directors of Mimecast Ltd to take all such actions as they consider necessary or appropriate for carrying the Scheme of Arrangement into full effect & to amend Articles of Association of Mimecast Ltd so that any ordinary shares of Mimecast Ltd that are issued on or after the Voting Record Time to persons other than Magnesium Bidco Ltd or its nominees will either be subject to the terms of the Scheme of Arrangement or immediately & automatically acquired by Magnesium Bidco Ltd and/or its nominee(s) for the Per Share Consideration. | Management | | For | | For | | |
| O2. | Approve, on a non-binding, advisory basis, the golden parachute compensation between Mimecast Limited and its named executive officers relating to the Transaction. | Management | | For | | For | | |
| MIMECAST LIMITED | | |
| Security | G14838A99 | | | | Meeting Type | Special |
| Ticker Symbol | | | | | Meeting Date | 11-Mar-2022 | |
| ISIN | | | | | Agenda | 935551045 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To approve the scheme of arrangement in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Royal Court of Jersey. | Management | | For | | For | | |
| APRIA, INC. | | |
| Security | 03836A101 | | | | Meeting Type | Special |
| Ticker Symbol | APR | | | | Meeting Date | 24-Mar-2022 | |
| ISIN | US03836A1016 | | | | Agenda | 935554546 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of January 7, 2022 (as amended or modified from time to time, the “merger agreement”), among Apria, Inc., Owens & Minor, Inc. and StoneOak Merger Sub, Inc. | Management | | For | | For | | |
| 2. | To approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Apria, Inc. to its named executive officers that is based on or otherwise relates to the merger of StoneOak Merger Sub, Inc. with and into Apria, Inc. pursuant to the merger agreement. | Management | | For | | For | | |
| 3. | To adjourn the special meeting, from time to time, if necessary or appropriate, as determined in good faith by the board of directors of Apria, Inc., including for the purpose of soliciting additional votes for the approval of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. | Management | | For | | For | | |
| SOC TELEMED INC. | | |
| Security | 78472F101 | | | | Meeting Type | Special |
| Ticker Symbol | TLMD | | | | Meeting Date | 04-Apr-2022 | |
| ISIN | US78472F1012 | | | | Agenda | 935563723 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To adopt and approve the Agreement and Plan of Merger, dated as of February 2, 2022 (the “Merger Agreement”), by and among SOC Telemed, Inc., Spark Parent, Inc. and Spark Merger Sub, Inc. | Management | | For | | For | | |
| 2. | To adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt and approve the Merger Agreement at the time of the special meeting. | Management | | For | | For | | |
| BLUEROCK RESIDENTIAL GROWTH REIT, INC. | | |
| Security | 09627J102 | | | | Meeting Type | Special |
| Ticker Symbol | BRG | | | | Meeting Date | 12-Apr-2022 | |
| ISIN | US09627J1025 | | | | Agenda | 935565171 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To approve the merger of Bluerock Residential Growth REIT, Inc. (the “Company”) with and into Badger Merger Sub LLC (“Merger Sub”), a wholly owned subsidiary of Badger Parent LLC (“Parent”), contemplated by the Agreement and Plan of Merger, dated as of December 20, 2021, and as it may be amended from time to time, among the Company, Parent and Merger Sub (the “proposal to approve the merger”). | Management | | For | | For | | |
| 2. | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger (the “proposal to approve the merger-related compensation”). | Management | | For | | For | | |
| 3. | To approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger (the “proposal to approve adjournment of the meeting”). | Management | | For | | For | | |
| CITRIX SYSTEMS, INC. | | |
| Security | 177376100 | | | | Meeting Type | Special |
| Ticker Symbol | CTXS | | | | Meeting Date | 21-Apr-2022 | |
| ISIN | US1773761002 | | | | Agenda | 935574637 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | Adoption of the Agreement & Plan of Merger, dated January 31, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Picard Parent, Inc. (“Parent”), Picard Merger Sub, Inc. (“Merger Sub”), and for the limited purposes described in the Merger Agreement, TIBCO Software Inc. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation & a wholly owned subsidiary of Parent (the “Merger”) | Management | | For | | For | | |
| 2. | Approval, on an advisory, non-binding basis, of the compensation that may be paid or may become payable to the Company’s named executive officers in connection with the Merger. | Management | | For | | For | | |
| 3. | Approval of a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. | Management | | For | | For | | |
| TOWER SEMICONDUCTOR LTD. | | |
| Security | M87915274 | | | | Meeting Type | Special |
| Ticker Symbol | TSEM | | | | Meeting Date | 25-Apr-2022 | |
| ISIN | IL0010823792 | | | | Agenda | 935573243 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | The Merger Proposal: To approve the acquisition of the Company by Intel FS Inc., a Delaware corporation (“Parent”), including the approval of: (a) the Agreement and Plan of Merger, (as it may be amended from time to time, the “Merger Agreement”), dated February 15, 2022, by and among Parent, Steel Titanium 2022 Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), Intel Corporation, a Delaware corporation (“Intel”) and the Company, ...(due to space limits, see proxy material for full proposal). | Management | | For | | For | | |
| 1A. | Please confirm that you ARE NOT a “Parent Affiliate” by checking the “YES” box. If you cannot confirm that you are not a Parent Affiliate, check the “NO” box. As described in the proxy statement, a “Parent Affiliate” generally means that you are (a) Parent, Merger Sub or any person or entity holding, directly or indirectly, 25% or more of the voting power or the right to appoint 25% or more of the directors of Parent or Merger Sub, ...(due to space limits, see proxy material for full proposal). Mark “for” = yes or “against” = no. | Management | | For | | | | |
| 2. | The Adjournment Proposal: To approve the adjournment of the extraordinary general meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the extraordinary general meeting. | Management | | For | | For | | |
| US ECOLOGY, INC. | | |
| Security | 91734M103 | | | | Meeting Type | Special |
| Ticker Symbol | ECOL | | | | Meeting Date | 26-Apr-2022 | |
| ISIN | US91734M1036 | | | | Agenda | 935597825 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To adopt that certain Agreement and Plan of Merger, dated as of February 8, 2022, as may be amended from time to time (the “merger agreement”) by and among US Ecology, Inc., Republic Services, Inc., and Bronco Acquisition Corp. | Management | | For | | For | | |
| 2. | To approve, on a non-binding, advisory basis, certain compensation that will or may be paid by US Ecology, Inc., to its named executive officers that is based on or otherwise relates to the merger of Bronco Acquisition Corp. with and into US Ecology, Inc. pursuant to the merger agreement. | Management | | For | | For | | |
| 3. | To approve one or more adjournments of the Special Meeting of Stockholders to a later date or time if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve Proposal No. 1. | Management | | For | | For | | |
| ACTIVISION BLIZZARD, INC. | | |
| Security | 00507V109 | | | | Meeting Type | Special |
| Ticker Symbol | ATVI | | | | Meeting Date | 28-Apr-2022 | |
| ISIN | US00507V1098 | | | | Agenda | 935580111 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | Adoption of the Merger Agreement. To adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of January 18, 2022 (the “merger agreement”), by and among Activision Blizzard, Inc. (“Activision Blizzard”), Microsoft Corporation and Anchorage Merger Sub Inc., a wholly owned subsidiary of Microsoft Corporation. | Management | | For | | For | | |
| 2. | Approval, by Means of a Non-Binding, Advisory Vote, of Certain Compensatory Arrangements with Named Executive Officers. To approve, by means of a non- binding, advisory vote, compensation that will or may become payable to the named executive officers of Activision Blizzard in connection with the merger pursuant to the merger agreement. | Management | | For | | For | | |
| 3. | Adjournment of the Special Meeting. To adjourn the special meeting to a later date or dates, if necessary or appropriate, to allow time to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. | Management | | For | | For | | |
| MONEYGRAM INTERNATIONAL, INC. | | |
| Security | 60935Y208 | | | | Meeting Type | Annual |
| Ticker Symbol | MGI | | | | Meeting Date | 05-May-2022 | |
| ISIN | US60935Y2081 | | | | Agenda | 935571340 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1A. | Election of Director: Antonio O. Garza | Management | | For | | For | | |
| 1B. | Election of Director: Alka Gupta | Management | | For | | For | | |
| 1C. | Election of Director: W. Alexander Holmes | Management | | For | | For | | |
| 1D. | Election of Director: Francisco Lorca | Management | | For | | For | | |
| 1E. | Election of Director: Michael P. Rafferty | Management | | For | | For | | |
| 1F. | Election of Director: Julie E. Silcock | Management | | For | | For | | |
| 1G. | Election of Director: W. Bruce Turner | Management | | For | | For | | |
| 1H. | Election of Director: Peggy Vaughan | Management | | For | | For | | |
| 2. | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2022. | Management | | For | | For | | |
| 3. | Advisory vote to approve executive compensation. | Management | | For | | For | | |
| SOUTH JERSEY INDUSTRIES, INC. | | |
| Security | 838518108 | | | | Meeting Type | Annual |
| Ticker Symbol | SJI | | | | Meeting Date | 10-May-2022 | |
| ISIN | US8385181081 | | | | Agenda | 935621498 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1a. | Election of Director for a term expiring in 2023: Sarah M. Barpoulis | Management | | For | | For | | |
| 1b. | Election of Director for a term expiring in 2023: Victor A. Fortkiewicz | Management | | For | | For | | |
| 1c. | Election of Director for a term expiring in 2023: Sheila Hartnett-Devlin, CFA | Management | | For | | For | | |
| 1d. | Election of Director for a term expiring in 2023: G. Edison Holland, Jr. | Management | | For | | For | | |
| 1e. | Election of Director for a term expiring in 2023: Sunita Holzer | Management | | For | | For | | |
| 1f. | Election of Director for a term expiring in 2023: Kevin M. O’Dowd | Management | | For | | For | | |
| 1g. | Election of Director for a term expiring in 2023: Christopher J. Paladino | Management | | For | | For | | |
| 1h. | Election of Director for a term expiring in 2023: Michael J. Renna | Management | | For | | For | | |
| 1i. | Election of Director for a term expiring in 2023: Joseph M. Rigby | Management | | For | | For | | |
| 1j. | Election of Director for a term expiring in 2023: Frank L. Sims | Management | | For | | For | | |
| 2. | The approval of the Merger Agreement. | Management | | For | | For | | |
| 3. | The advisory, non-binding compensation proposal relating to the Merger. | Management | | For | | For | | |
| 4. | An advisory vote to approve executive compensation. | Management | | For | | For | | |
| 5. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022. | Management | | For | | For | | |
| 6. | Adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Annual Meeting. | Management | | For | | For | | |
| ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC | | |
| Security | G6829J107 | | | | Meeting Type | Special |
| Ticker Symbol | OCDX | | | | Meeting Date | 16-May-2022 | |
| ISIN | GB00BMDNH979 | | | | Agenda | 935617932 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| CM1 | Considering, and if thought fit, approving the Scheme referred to in the notice convening the Court Meeting contained in the Scheme Document. | Management | | For | | For | | |
| GM1 | To give effect to the scheme of arrangement between the Company and the Scheme Shareholders: 1a. to authorise the directors of the Company (or a duly authorized committee of the directors) to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect. 1b. with effect from the passing of this special resolution, to adopt as the articles of association of the Company the draft form of articles of association attached to the Scheme Document at Annex ...(due to space limits, see proxy material for full proposal). | Management | | For | | For | | |
| GM2 | To approve a non-binding advisory proposal to approve certain compensation arrangements that may be paid or become payable to the Company’s named executive officers in connection with the Combinations. | Management | | For | | For | | |
| RENEWABLE ENERGY GROUP, INC. | | |
| Security | 75972A301 | | | | Meeting Type | Annual |
| Ticker Symbol | REGI | | | | Meeting Date | 17-May-2022 | |
| ISIN | US75972A3014 | | | | Agenda | 935606131 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | Proposal to adopt the Merger Agreement. | Management | | For | | For | | |
| 2. | Proposal to approve on an advisory (non-binding) basis certain compensation arrangements for the company’s named executive officers in connection with the Merger. | Management | | For | | For | | |
| 3A. | Election of Director: Randolph L. Howard | Management | | For | | For | | |
| 3B. | Election of Director: Debora M. Frodl | Management | | For | | For | | |
| 3C. | Election of Director: Dylan Glenn | Management | | For | | For | | |
| 4. | Proposal to approve the advisory (non-binding) resolution relating to executive compensation. | Management | | For | | For | | |
| 5. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022. | Management | | For | | For | | |
| 6. | Proposal to approve the adjournment of the Annual Meeting, if necessary, to continue to solicit additional proxies to adopt the Merger Agreement. | Management | | For | | For | | |
| TEGNA INC. | | |
| Security | 87901J105 | | | | Meeting Type | Special |
| Ticker Symbol | TGNA | | | | Meeting Date | 17-May-2022 | |
| ISIN | US87901J1051 | | | | Agenda | 935617918 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To approve the adoption of the Agreement and Plan of Merger, dated as of February 22, 2022, as amended by Amendment No. 1 on March 10, 2022 (as may be further amended or supplemented, the “Merger Agreement”), by and among TEGNA Inc. (“TEGNA”), Teton Parent Corp., Teton Merger Corp., and solely for purposes of certain provisions specified therein, Community News Media LLC, CNM Television Holdings I LLC, SGCI Holdings III LLC, P Standard General Ltd., Standard General Master Fund L.P., Standard ...(due to space limits, see proxy material for full proposal). | Management | | For | | For | | |
| 2. | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to TEGNA’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. | Management | | For | | For | | |
| 3. | To adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. | Management | | For | | For | | |
| INTEVAC, INC. | | |
| Security | 461148108 | | | | Meeting Type | Annual |
| Ticker Symbol | IVAC | | | | Meeting Date | 18-May-2022 | |
| ISIN | US4611481080 | | | | Agenda | 935607979 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1.1 | Election of Director: David S. Dury | Management | | For | | For | | |
| 1.2 | Election of Director: Nigel D. Hunton | Management | | For | | For | | |
| 1.3 | Election of Director: Kevin D. Barber | Management | | For | | For | | |
| 1.4 | Election of Director: Dorothy D. Hayes | Management | | For | | For | | |
| 1.5 | Election of Director: Michele F. Klein | Management | | For | | For | | |
| 1.6 | Election of Director: Mark P. Popovich | Management | | For | | For | | |
| 2. | Proposal to ratify the appointment of BPM LLP as independent public accountants of Intevac for the fiscal year ending December 31, 2022. | Management | | For | | For | | |
| 3. | Proposal to approve, on a non-binding, advisory basis, the, executive compensation of the Company’s named executive officers. | Management | | For | | For | | |
| ZYNGA INC. | | |
| Security | 98986T108 | | | | Meeting Type | Special |
| Ticker Symbol | ZNGA | | | | Meeting Date | 19-May-2022 | |
| ISIN | US98986T1088 | | | | Agenda | 935608818 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To adopt the Agreement and Plan of Merger, dated January 9, 2022, which is referred to as the “merger agreement,” among Take-Two Interactive Software, Inc., Zebra MS I, Inc., Zebra MS II, Inc., and Zynga Inc., as it may be amended from time to time, which proposal is referred to as the “Zynga merger proposal”. | Management | | For | | For | | |
| 2. | To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Zynga named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. | Management | | For | | For | | |
| 3. | To approve the adjournment of the Zynga special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Zynga special meeting to approve the Zynga merger proposal. | Management | | For | | For | | |
| TERMINIX GLOBAL HOLDINGS INC | | |
| Security | 88087E100 | | | | Meeting Type | Annual |
| Ticker Symbol | TMX | | | | Meeting Date | 23-May-2022 | |
| ISIN | US88087E1001 | | | | Agenda | 935608022 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1A. | Election of Class II Director to serve until the 2025 Annual Meeting: Laurie Ann Goldman | Management | | For | | For | | |
| 1B. | Election of Class II Director to serve until the 2025 Annual Meeting: Steven B. Hochhauser | Management | | For | | For | | |
| 1C. | Election of Class II Director to serve until the 2025 Annual Meeting: Chris S. Terrill | Management | | For | | For | | |
| 1D. | Election of Class III Director for a one-year term to serve until the 2023 Annual Meeting: Teresa M. Sebastian | Management | | For | | For | | |
| 2. | To hold a non-binding advisory vote approving executive compensation of the Company’s named executive officers. | Management | | For | | For | | |
| 3. | To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. | Management | | For | | For | | |
| MONEYGRAM INTERNATIONAL, INC. | | |
| Security | 60935Y208 | | | | Meeting Type | Special |
| Ticker Symbol | MGI | | | | Meeting Date | 23-May-2022 | |
| ISIN | US60935Y2081 | | | | Agenda | 935633380 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | Proposal to approve and adopt the Agreement and Plan of Merger, dated as of February 14, 2022, as such agreement may be amended from time to time (the “Merger Agreement”), by and among Mobius Parent Corp., a Delaware corporation (“Parent”) and an affiliate of Madison Dearborn Partners, LLC, Mobius Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, and MoneyGram International, Inc. (“MoneyGram”). | Management | | For | | For | | |
| 2. | Advisory, non-binding proposal to approve compensation that will be or may become payable to MoneyGram’s named executive officers in connection with the merger contemplated by the Merger Agreement. | Management | | For | | For | | |
| 3. | Proposal to adjourn the special meeting to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the special meeting. | Management | | For | | For | | |
| INTRICON CORPORATION | | |
| Security | 46121H109 | | | | Meeting Type | Special |
| Ticker Symbol | IIN | | | | Meeting Date | 24-May-2022 | |
| ISIN | US46121H1095 | | | | Agenda | 935639964 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To (a) approve and adopt the Agreement and Plan of Merger, dated 2/27/22 (as amended, the “Merger Agreement”), by and among Intricon (“Intricon”), IIN Holding Company LLC (“Parent”), and IC Merger Sub Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and (b) pursuant to the Merger Agreement, approve the merger of Merger Sub with and into Intricon, as a result of which the separate corporate existence of Merger Sub will cease, with Intricon continuing as the surviving corporation (the “Merger”) and a wholly owned subsidiary of Parent. | Management | | For | | For | | |
| 2. | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Intricon Corporation’s named executive officers that is based on or otherwise is related to the Merger Agreement and the transactions contemplated by the Merger Agreement. | Management | | For | | For | | |
| 3. | To approve any proposal to adjourn the Special Meeting from time to time, if necessary or appropriate as determined in the discretion of the Board of Directors of Intricon Corporation to solicit additional proxies if there are insufficient votes to approve and adopt the Merger Agreement and approve the Merger at the time of the Special Meeting. | Management | | For | | For | | |
| CERNER CORPORATION | | |
| Security | 156782104 | | | | Meeting Type | Annual |
| Ticker Symbol | CERN | | | | Meeting Date | 26-May-2022 | |
| ISIN | US1567821046 | | | | Agenda | 935595198 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1A. | Election of Director: Mitchell E. Daniels, Jr. | Management | | For | | For | | |
| 1B. | Election of Director: Elder Granger, M.D. | Management | | For | | For | | |
| 1C. | Election of Director: John J. Greisch | Management | | For | | For | | |
| 1D. | Election of Director: Melinda J. Mount | Management | | For | | For | | |
| 1E. | Election of Director: George A. Riedel | Management | | For | | For | | |
| 1F. | Election of Director: R. Halsey Wise | Management | | For | | For | | |
| 2. | Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of Cerner Corporation for 2022. | Management | | For | | For | | |
| 3. | Approval, on an advisory basis, of the compensation of our Named Executive Officers. | Management | | For | | For | | |
| 4A. | Approval of the proposed amendments to our Third Restated Certificate of Incorporation, as amended (the “Certificate”), to remove the supermajority voting standards for certain business combination transactions with interested stockholders. | Management | | For | | For | | |
| 4B. | Approval of the proposed amendments to our Certificate to remove the supermajority voting standards to amend or repeal any provision of the Bylaws. | Management | | For | | For | | |
| 4C. | Approval of the proposed amendments to our Certificate to remove the supermajority voting standards to amend or repeal certain provisions of the Certificate. | Management | | For | | For | | |
| 4D. | Approval of the proposed amendments to our Certificate to remove the supermajority voting standards to remove a director with cause. | Management | | For | | For | | |
| 5. | Approval of an amendment and restatement of the Cerner Corporation 2011 Omnibus Equity Incentive Plan to increase the number of authorized shares and the plan’s term. | Management | | For | | For | | |
| 6. | Shareholder proposal requesting amendment to the Company’s governing documents to give shareholders the right to call a special shareholder meeting. | Shareholder | | Against | | For | | |
| MERITOR, INC. | | |
| Security | 59001K100 | | | | Meeting Type | Special |
| Ticker Symbol | MTOR | | | | Meeting Date | 26-May-2022 | |
| ISIN | US59001K1007 | | | | Agenda | 935637744 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To approve the Agreement and Plan of Merger, dated as of February 21, 2022 (as amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Meritor, Inc., an Indiana corporation (“Meritor”), Cummins Inc., an Indiana corporation (“Parent”), and Rose NewCo Inc., an Indiana corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Meritor, with Meritor continuing as the surviving corporation ...(due to space limits, see proxy material for full proposal). | Management | | For | | For | | |
| 2. | To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Meritor’s named executive officers in connection with the Merger. | Management | | For | | For | | |
| 3. | To approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Proposal or in the absence of a quorum. | Management | | For | | For | | |
| CEDAR REALTY TRUST INC. | | |
| Security | 150602605 | | | | Meeting Type | Special |
| Ticker Symbol | CDR | | | | Meeting Date | 27-May-2022 | |
| ISIN | US1506026053 | | | | Agenda | 935635497 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To approve the sale of the Company and substantially all of its assets, including the Grocery-Anchored Portfolio Sale and the Mergers (the “Transactions”). | Management | | For | | For | | |
| 2. | To approve, on a non-binding advisory basis, the compensation to be paid or that may become payable by the Company to its named executive officers that is based on or otherwise relates to the Transactions. | Management | | For | | For | | |
| 3. | To approve one or more adjournments of the special meeting, if necessary, to solicit additional proxies if we have not obtained sufficient affirmative stockholder votes to approve the Transactions. | Management | | For | | For | | |
| FIRST HORIZON CORPORATION | | |
| Security | 320517105 | | | | Meeting Type | Special |
| Ticker Symbol | FHN | | | | Meeting Date | 31-May-2022 | |
| ISIN | US3205171057 | | | | Agenda | 935631160 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | Proposal to approve the Agreement and Plan of Merger, dated as of February 27, 2022, as it may be amended from time to time in accordance with its terms, by and among First Horizon Corporation, The Toronto-Dominion Bank, TD Bank US Holding Company and Falcon Holdings Acquisition Co. (the “merger agreement”) (the “First Horizon merger proposal”). | Management | | For | | For | | |
| 2. | Proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid by First Horizon to its named executive officers in connection with the transactions contemplated by the merger agreement (the “First Horizon compensation proposal”). | Management | | For | | For | | |
| 3. | Proposal to approve the adjournment of the First Horizon special meeting, to solicit additional proxies (i) if there are not sufficient votes at the time of the First Horizon special meeting to approve the First Horizon merger proposal or (ii) if adjournment is necessary or appropriate to ensure that any supplement or amendment to this proxy statement is timely provided to holders of First Horizon common stock (the “First Horizon adjournment proposal”). | Management | | For | | For | | |
| ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC | | |
| Security | G6829J107 | | | | Meeting Type | Annual |
| Ticker Symbol | | | | | Meeting Date | 01-Jun-2022 | |
| ISIN | GB00BMDNH979 | | | | Agenda | 935634611 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | Say-on-Pay for Named Executive Officers (“NEOs”) - ordinary resolution to approve, on a non-binding advisory basis, the compensation paid to the Company’s NEOs for the year ended January 2, 2022 as described in the Proxy Statement (the “Say- on-Pay proposal for NEOs”). | Management | | For | | For | | |
| 2. | Frequency of Say-on-Pay Proposal for NEOs - ordinary resolution to determine, on a nonbinding advisory basis, the frequency of future advisory votes on the compensation paid to our NEOs. | Management | | 1 Year | | For | | |
| 3. | Ratification of U.S. Auditor - ordinary resolution to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s U.S. independent registered public accounting firm for the year ending January 1, 2023. | Management | | For | | For | | |
| 4. | U.K. Annual Report and Accounts - ordinary resolution to receive the Company’s audited U.K. accounts for the year ended January 2, 2022, including the reports of the directors and the auditor thereon (the “U.K. Annual Report and Accounts”). | Management | | For | | For | | |
| 5. | 2021 Directors’ Remuneration Report - ordinary resolution to approve, on a non-binding advisory basis, the Company’s directors’ remuneration report, excluding the prospective directors’ remuneration policy (the “2021 Directors’ Remuneration Report”), as set forth in the Company’s U.K. Annual Report and Accounts | Management | | For | | For | | |
| 6. | Prospective Directors’ Remuneration Policy - ordinary resolution to approve the Company’s prospective directors’ remuneration policy for the three years ended December 2024, as set forth in the U.K. Annual Report and Accounts, such policy to take effect immediately after the conclusion of the 2022 Annual General Meeting of Shareholders. | Management | | For | | For | | |
| 7. | Re-appointment of U.K. Statutory Auditor - ordinary resolution to re-appoint PwC as the Company’s U.K. statutory auditor under the U.K. Companies Act 2006, to hold office from the conclusion of the 2022 Annual General Meeting of Shareholders until the next annual general meeting of shareholders at which accounts are laid. | Management | | For | | For | | |
| 8. | U.K. Statutory Auditor Fees - ordinary resolution to authorize the Board and/or the Audit Committee of the board to determine the remuneration of PwC, in its capacity as the Company’s U.K. statutory auditor for the year ending January 1, 2023, and to ratify the remuneration of PwC for the year ended January 2, 2022. | Management | | For | | For | | |
| NEOPHOTONICS CORPORATION | | |
| Security | 64051T100 | | | | Meeting Type | Annual |
| Ticker Symbol | NPTN | | | | Meeting Date | 02-Jun-2022 | |
| ISIN | US64051T1007 | | | | Agenda | 935623911 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | DIRECTOR | Management | | | | | | |
| | | 1 | Kimberly Y. Chainey | | | | For | | For | | |
| | | 2 | Rajiv Ramaswami PhD | | | | For | | For | | |
| | | 3 | Ihab Tarazi | | | | For | | For | | |
| 2. | Ratification of the selection by our Audit Committee of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. | Management | | For | | For | | |
| MANDIANT INC. | | |
| Security | 562662106 | | | | Meeting Type | Special |
| Ticker Symbol | MNDT | | | | Meeting Date | 03-Jun-2022 | |
| ISIN | US5626621065 | | | | Agenda | 935642719 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To adopt the Agreement and Plan of Merger, dated March 7, 2022, as it may be amended from time to time, between Mandiant, Inc., Google LLC and Dupin Inc. | Management | | For | | For | | |
| 2. | To approve, on a non-binding, advisory basis, the compensation that will or may become payable to Mandiant’s named executive officers in connection with the merger. | Management | | For | | For | | |
| 3. | To approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the Special Meeting. | Management | | For | | For | | |
| TENNECO INC. | | |
| Security | 880349105 | | | | Meeting Type | Annual |
| Ticker Symbol | TEN | | | | Meeting Date | 07-Jun-2022 | |
| ISIN | US8803491054 | | | | Agenda | 935637263 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To adopt the Merger Agreement and approve the Merger. | Management | | For | | For | | |
| 2. | To approve certain compensation arrangements for the company’s named executive officers in connection with the merger. | Management | | For | | For | | |
| 3. | To approve the adjournment of the Annual Meeting, if necessary, to continue to solicit votes to adopt the Merger Agreement and approve the Merger. | Management | | For | | For | | |
| 4A. | Election of Director: Roy V. Armes | Management | | For | | For | | |
| 4B. | Election of Director: Thomas C. Freyman | Management | | For | | For | | |
| 4C. | Election of Director: Denise Gray | Management | | For | | For | | |
| 4D. | Election of Director: Brian J. Kesseler | Management | | For | | For | | |
| 4E. | Election of Director: Michelle A. Kumbier | Management | | For | | For | | |
| 4F. | Election of Director: Dennis J. Letham | Management | | For | | For | | |
| 4G. | Election of Director: James S. Metcalf | Management | | For | | For | | |
| 4H. | Election of Director: Aleksandra A. Miziolek | Management | | For | | For | | |
| 4I. | Election of Director: Charles K. Stevens, III | Management | | For | | For | | |
| 4J. | Election of Director: John S. Stroup | Management | | For | | For | | |
| 5. | Ratify appointment of PricewaterhouseCoopers LLP as independent public accountants for 2022. | Management | | For | | For | | |
| 6. | Approve executive compensation in an advisory vote. | Management | | For | | For | | |
| PREFERRED APARTMENT COMMUNITIES, INC. | | |
| Security | 74039L103 | | | | Meeting Type | Special |
| Ticker Symbol | APTS | | | | Meeting Date | 17-Jun-2022 | |
| ISIN | US74039L1035 | | | | Agenda | 935617944 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To approve the merger of Preferred Apartment Communities, Inc. with and into Pike Merger Sub I LLC (the “Merger”) pursuant to the terms of the Agreement and Plan of Merger, dated as of February 16, 2022, as it may be amended from time to time, among Pike Parent LLC, Pike Merger Sub I LLC, Pike Merger Sub II LLC, Pike Merger Sub III LLC, Preferred Apartment Communities, Inc., Preferred Apartment Communities Operating Partnership, L.P. and PAC Operations, LLC as more particularly described in the Proxy Statement. | Management | | For | | For | | |
| 2. | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the mergers as more particularly described in the Proxy Statement. | Management | | For | | For | | |
| 3. | To approve any adjournment of the Virtual Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Virtual Special Meeting to approve the Merger as more particularly described in the Proxy Statement. | Management | | For | | For | | |
| WELBILT, INC. | | |
| Security | 949090104 | | | | Meeting Type | Annual |
| Ticker Symbol | WBT | | | | Meeting Date | 17-Jun-2022 | |
| ISIN | US9490901041 | | | | Agenda | 935631437 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1a. | Election of Director to serve for a one-year term expiring at the 2023 annual meeting: Cynthia M. Egnotovich | Management | | For | | For | | |
| 1b. | Election of Director to serve for a one-year term expiring at the 2023 annual meeting: Dino J. Bianco | Management | | For | | For | | |
| 1c. | Election of Director to serve for a one-year term expiring at the 2023 annual meeting: Joan K. Chow | Management | | For | | For | | |
| 1d. | Election of Director to serve for a one-year term expiring at the 2023 annual meeting: Janice L. Fields | Management | | For | | For | | |
| 1e. | Election of Director to serve for a one-year term expiring at the 2023 annual meeting: Brian R. Gamache | Management | | For | | For | | |
| 1f. | Election of Director to serve for a one-year term expiring at the 2023 annual meeting: Andrew Langham | Management | | For | | For | | |
| 1g. | Election of Director to serve for a one-year term expiring at the 2023 annual meeting: William C. Johnson | Management | | For | | For | | |
| 2. | The approval, on an advisory basis, of the compensation of the Company’s named executive officers. | Management | | For | | For | | |
| 3. | The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. | Management | | For | | For | | |
| ACTIVISION BLIZZARD, INC. | | |
| Security | 00507V109 | | | | Meeting Type | Annual |
| Ticker Symbol | ATVI | | | | Meeting Date | 21-Jun-2022 | |
| ISIN | US00507V1098 | | | | Agenda | 935640715 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1a. | Election of Director: Reveta Bowers | Management | | For | | For | | |
| 1b. | Election of Director: Kerry Carr | Management | | For | | For | | |
| 1c. | Election of Director: Robert Corti | Management | | For | | For | | |
| 1d. | Election of Director: Brian Kelly | Management | | For | | For | | |
| 1e. | Election of Director: Robert Kotick | Management | | For | | For | | |
| 1f. | Election of Director: Lulu Meservey | Management | | For | | For | | |
| 1g. | Election of Director: Barry Meyer | Management | | For | | For | | |
| 1h. | Election of Director: Robert Morgado | Management | | For | | For | | |
| 1i. | Election of Director: Peter Nolan | Management | | For | | For | | |
| 1j. | Election of Director: Dawn Ostroff | Management | | For | | For | | |
| 2. | Advisory vote to approve our executive compensation. | Management | | For | | For | | |
| 3. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. | Management | | For | | For | | |
| 4. | Shareholder proposal regarding the nomination of an employee representative director. | Shareholder | | Against | | For | | |
| 5. | Shareholder proposal regarding the preparation of a report about the Company’s efforts to prevent abuse, harassment and discrimination. | Shareholder | | Abstain | | Against | | |
| ANAPLAN, INC. | | |
| Security | 03272L108 | | | | Meeting Type | Special |
| Ticker Symbol | PLAN | | | | Meeting Date | 21-Jun-2022 | |
| ISIN | US03272L1089 | | | | Agenda | 935645816 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To adopt the Merger Agreement and Plan of Merger, dated as of March 20, 2022, by and among Alpine Parent, LLC, Alpine Merger Sub, Inc., and Anaplan, Inc., as it may be amended from time to time. | Management | | For | | For | | |
| 2. | To approve the adoption of any proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. | Management | | For | | For | | |
| 3. | To approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan, Inc. to its named executive officers in connection with the merger. | Management | | For | | For | | |
| TEGNA INC. | | |
| Security | 87901J105 | | | | Meeting Type | Annual |
| Ticker Symbol | TGNA | | | | Meeting Date | 21-Jun-2022 | |
| ISIN | US87901J1051 | | | | Agenda | 935648987 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1A. | Election of Director: Gina L. Bianchini | Management | | For | | For | | |
| 1B. | Election of Director: Howard D. Elias | Management | | For | | For | | |
| 1C. | Election of Director: Stuart J. Epstein | Management | | For | | For | | |
| 1D. | Election of Director: Lidia Fonseca | Management | | For | | For | | |
| 1E. | Election of Director: David T. Lougee | Management | | For | | For | | |
| 1F. | Election of Director: Karen H. Grimes | Management | | For | | For | | |
| 1G. | Election of Director: Scott K. McCune | Management | | For | | For | | |
| 1H. | Election of Director: Henry W. McGee | Management | | For | | For | | |
| 1I. | Election of Director: Bruce P. Nolop | Management | | For | | For | | |
| 1J. | Election of Director: Neal Shapiro | Management | | For | | For | | |
| 1K. | Election of Director: Melinda C. Witmer | Management | | For | | For | | |
| 2. | COMPANY PROPOSAL TO RATIFY the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year. | Management | | For | | For | | |
| 3. | COMPANY PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, the compensation of the Company’s named executive officers. | Management | | For | | For | | |
| 4. | SHAREHOLDER PROPOSAL regarding shareholder right to call a special meeting. | Shareholder | | Against | | For | | |
| LHC GROUP, INC. | | |
| Security | 50187A107 | | | | Meeting Type | Special |
| Ticker Symbol | LHCG | | | | Meeting Date | 21-Jun-2022 | |
| ISIN | US50187A1079 | | | | Agenda | 935659803 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of March 28, 2022, by and among LHC Group, Inc., UnitedHealth Group Incorporated and Lightning Merger Sub Inc. | Management | | For | | For | | |
| 2. | To approve, on a non-binding, advisory basis, certain compensation that will or may be paid by LHC to its named executive officers that is based on or otherwise relates to the Merger. | Management | | For | | For | | |
| 3. | To adjourn the special meeting of LHC stockholders from time to time, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the proposal described above in Proposal 1 if there are insufficient votes at the time of the Special Meeting to approve the proposal described above in Proposal 1. | Management | | For | | For | | |
| PLANTRONICS, INC. | | |
| Security | 727493108 | | | | Meeting Type | Special |
| Ticker Symbol | POLY | | | | Meeting Date | 23-Jun-2022 | |
| ISIN | US7274931085 | | | | Agenda | 935658685 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of March 25, 2022, as it may be amended from time to time (the “Merger Agreement”), among HP Inc., Prism Subsidiary Corp. (“Merger Sub”) and Plantronics, Inc. | Management | | For | | For | | |
| 2. | To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Poly to Poly’s named executive officers in connection with the merger of Merger Sub with and into Poly. | Management | | For | | For | | |
| 3. | To approve any proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate as determined in good faith by Poly’s Board of Directors, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. | Management | | For | | For | | |
| TIVITY HEALTH, INC. | | |
| Security | 88870R102 | | | | Meeting Type | Special |
| Ticker Symbol | TVTY | | | | Meeting Date | 23-Jun-2022 | |
| ISIN | US88870R1023 | | | | Agenda | 935668371 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To approve the Agreement and Plan of Merger, dated April 5, 2022 (the Merger Agreement), by and among Tivity Health, Inc. (Tivity Health), Titan-Atlas Parent, Inc. and Titan-Atlas Merger Sub, Inc. | Management | | For | | For | | |
| 2. | To approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to Tivity Health’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. | Management | | For | | For | | |
| 3. | To approve one or more adjournments of the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement or to seek a quorum if one is not initially obtained. | Management | | For | | For | | |
| CORNERSTONE BUILDING BRANDS INC. | | |
| Security | 21925D109 | | | | Meeting Type | Special |
| Ticker Symbol | CNR | | | | Meeting Date | 24-Jun-2022 | |
| ISIN | US21925D1090 | | | | Agenda | 935668357 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | Proposal to adopt Agreement & Plan of Merger, dated as of 3/5/22, by and among Camelot Return Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), Camelot Return Merger Sub, Inc., a Delaware corporation & a wholly owned subsidiary of Parent (“Merger Sub”), & Company, a copy of which is attached as Annex A to accompanying proxy statement, pursuant to which, among other things, Merger Sub will merge with & into Company (the “merger”), with Company surviving the merger as a subsidiary of Parent (the “Merger Agreement Proposal”). | Management | | For | | For | | |
| 2. | To consider and vote on one or more proposals to adjourn the special meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”). | Management | | For | | For | | |
| 3. | To approve, by nonbinding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger (the “Merger-Related Compensation Proposal”). | Management | | For | | For | | |
| RANDOLPH BANCORP, INC. | | |
| Security | 752378109 | | | | Meeting Type | Special |
| Ticker Symbol | RNDB | | | | Meeting Date | 29-Jun-2022 | |
| ISIN | US7523781091 | | | | Agenda | 935659827 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To approve the Agreement and Plan of Merger by and among Hometown Financial Group, MHC, Hometown Financial Group, Inc., Hometown Financial Acquisition Group, Inc. and Randolph Bancorp, Inc. | Management | | For | | For | | |
| 2. | To approve a non-binding advisory proposal approving the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger. | Management | | For | | For | | |
| 3. | To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger agreement. | Management | | For | | For | | |
| SIERRA ONCOLOGY INC | | |
| Security | 82640U404 | | | | Meeting Type | Special |
| Ticker Symbol | SRRA | | | | Meeting Date | 29-Jun-2022 | |
| ISIN | US82640U4040 | | | | Agenda | 935660399 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To consider and vote on the proposal to adopt the Agreement and Plan of Merger, as it may be amended from time to time (the “merger agreement”), dated April 12, 2022, between GlaxoSmithKline plc, Orikum Acquisition Inc. and Sierra Oncology, Inc. | Management | | For | | For | | |
| 2. | To consider and vote on the proposal to approve, on a non- binding, advisory basis, the compensation that will or may become payable by Sierra Oncology, Inc. to its named executive officers in connection with the merger of Orikum Acquisition Inc., an indirect wholly owned subsidiary of GlaxoSmithKline plc, with and into Sierra Oncology, Inc. | Management | | For | | For | | |
| 3. | To consider and vote on any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. | Management | | For | | For | | |
| SAILPOINT TECHNOLOGIES HOLDINGS, INC. | | |
| Security | 78781P105 | | | | Meeting Type | Special |
| Ticker Symbol | SAIL | | | | Meeting Date | 30-Jun-2022 | |
| ISIN | US78781P1057 | | | | Agenda | 935674297 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To consider & vote on the proposal to adopt the Agreement & Plan of Merger, dated as of April 10, 2022, (the “Merger Agreement”), by & among Project Hotel California Holdings, LP, a Delaware limited partnership & Project Hotel California Merger Sub, Inc., a Delaware corporation & a wholly owned subsidiary of Parent, whereby Pursuant to the terms of the Merger Agreement, Merger Sub will merge with & into SailPoint & the separate corporate existence of Merger Sub will cease, with SailPoint continuing as the surviving corporation & a wholly owned subsidiary of Parent. | Management | | For | | For | | |
| 2. | To consider and vote on the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to SailPoint’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. | Management | | For | | For | | |
| 3. | To consider and vote on any proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. | Management | | For | | For | | |
| AEROJET ROCKETDYNE HOLDINGS, INC. | | |
| Security | 007800105 | | | | Meeting Type | Contested-Special |
| Ticker Symbol | AJRD | | | | Meeting Date | 30-Jun-2022 | |
| ISIN | US0078001056 | | | | Agenda | |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | The removal, without cause, of Eileen P. Drake, Kevin P. Chilton, Thomas A. Corcoran, James R. Henderson, Lance W. Lord, Audrey A. McNiff, Martin Turchin and Warren G. Lichtenstein as members of the Board of the Company. INSTRUCTIONS: TO VOTE “FOR”, “AGAINST” OR “ABSTAIN” FROM VOTING ON THE REMOVAL OF ALL THE ABOVE-NAMED DIRECTORS, CHECK THE APPROPRIATE BOX. | Management | | For | | | | |
| 2. | DIRECTOR | Management | | | | | | |
| | | 1 | Warren G. Lichtenstein | | | | For | | | | |
| | | 2 | Tina W. Jonas | | | | For | | | | |
| | | 3 | Joanne M. Maguire | | | | For | | | | |
| | | 4 | Eileen P. Drake | | | | For | | | | |
| | | 5 | Mark A.Tucker | | | | For | | | | |
| | | 6 | Martin Turchin | | | | For | | | | |
| | | 7 | Mathias W. Winter | | | | For | | | | |
| | | 8 | Heidi R. Wood | | | | For | | | | |
| 3. | Adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1 or Proposal 2. | Management | | For | | | | |
| GTY TECHNOLOGY HOLDINGS INC. | | |
| Security | 362409104 | | | | Meeting Type | Special |
| Ticker Symbol | GTYH | | | | Meeting Date | 30-Jun-2022 | |
| ISIN | US3624091043 | | | | Agenda | 935675251 - Management |
| | | | | | | | | | | | | | |
| Item | Proposal | Proposed by | | | Vote | For/Against Management | | |
| 1. | To approve the proposal to approve the merger agreement. | Management | | For | | For | | |
| 2. | To approve the proposal to approve, on a nonbinding advisory basis, compensation that will or may become payable to the named executive officers of GTY Technology Holdings Inc. in connection with the merger. | Management | | For | | For | | |
| 3. | To approve the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement. | Management | | For | | For | | |
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.
*Print the name and title of each signing officer under his or her signature.