UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM N-PX
________
ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act File Number: 811-07102
The Advisors’ Inner Circle Fund II
(Exact name of registrant as specified in charter)
________
101 Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices)
________
Michael Beattie, President
The Advisors’ Inner Circle Fund II
c/o SEI Investments
One Freedom Valley Drive
Oaks, PA 19456
(Name and address of agent for service)
________
Registrant’s telephone number, including area code: 1-877-446-3863
Date of Fiscal Year End: October 31
Date of Reporting Period: July 1, 2021 to June 30, 2022
________
Item 1. Proxy Voting Record.
Attached are the proxy voting records for:
Cardinal Small Cap Value Fund
A series of The Advisors’ Inner Circle Fund II
Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
ACI WORLDWIDE, INC.
Security ID: 004498101
Ticker: ACIW
Meeting Date: 01-Jun-22
Meeting Type: Annual
1a. | Election of Director: Odilon Almeida | Management | For | Voted - For |
1b. | Election of Director: Charles K. Bobrinskoy | Management | For | Voted - For |
1c. | Election of Director: Janet O. Estep | Management | For | Voted - For |
1d. | Election of Director: James C. Hale III | Management | For | Voted - For |
1e. | Election of Director: Mary P. Harman | Management | For | Voted - For |
1f. | Election of Director: Didier R. Lamouche | Management | For | Voted - For |
1g. | Election of Director: Charles E. Peters, Jr. | Management | For | Voted - For |
1h. | Election of Director: Adalio T. Sanchez | Management | For | Voted - For |
1i. | Election of Director: Thomas W. Warsop III | Management | For | Voted - For |
1j. | Election of Director: Samir M. Zabaneh | Management | For | Voted - For |
2. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022. | Management | For | Voted - For |
3. | To conduct an advisory vote to approve named executive officer compensation. | Management | For | Voted - For |
ARCHAEA ENERGY INC.
Security ID: 03940F103
Ticker: LFG
Meeting Date: 18-May-22
Meeting Type: Annual
1. | DIRECTOR | Management | For | Voted - For |
2. | Ratification of the appointment of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2022. | Management | For | Voted - For |
ATKORE INC.
Security ID: 047649108
Ticker: ATKR
Meeting Date: 27-Jan-22
Meeting Type: Annual
1a. | Election of Director: Jeri L. Isbell | Management | For | Voted - For |
1b. | Election of Director: Wilbert W. James, Jr. | Management | For | Voted - For |
1c. | Election of Director: Betty R. Johnson | Management | For | Voted - For |
1d. | Election of Director: Justin P. Kershaw | Management | For | Voted - For |
1e. | Election of Director: Scott H. Muse | Management | For | Voted - For |
1f. | Election of Director: Michael V. Schrock | Management | For | Voted - For |
1g. | Election of Director: William R. VanArsdale | Management | For | Voted - For |
1h. | Election of Director: William E. Waltz Jr. | Management | For | Voted - For |
1i. | Election of Director: A. Mark Zeffiro | Management | For | Voted - For |
2. | The non-binding advisory vote approving executive compensation. | Management | For | Voted - For |
1
Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
3. | The ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2022. | Management | For | Voted - For |
BGC PARTNERS, INC.
Security ID: 05541T101
Ticker: BGCP
Meeting Date: 22-Nov-21
Meeting Type: Annual
1. | DIRECTOR | Management | For | Voted - For |
2. | Approval of the ratification of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for fiscal year 2021. | Management | For | Voted - For |
3. | Approval, on an advisory basis, of executive compensation. | Management | For | Voted - For |
4. | Approval of the Eighth Amended and Restated BGC Partners, Inc. Long Term Incentive Plan. | Management | For | Voted - For |
BWX TECHNOLOGIES, INC.
Security ID: 05605H100
Ticker: BWXT
Meeting Date: 03-May-22
Meeting Type: Annual
1A. | Election of Director to hold office until 2023: Jan A. Bertsch | Management | For | Voted - For |
1B. | Election of Director to hold office until 2023: Gerhard F. Burbach | Management | For | Voted - For |
1C. | Election of Director to hold office until 2023: Rex D. Geveden | Management | For | Voted - For |
1D. | Election of Director to hold office until 2023: James M. Jaska | Management | For | Voted - For |
1E. | Election of Director to hold office until 2023: Kenneth J. Krieg | Management | For | Voted - For |
1F. | Election of Director to hold office until 2023: Leland D. Melvin | Management | For | Voted - For |
1G. | Election of Director to hold office until 2023: Robert L. Nardelli | Management | For | Voted - For |
1H. | Election of Director to hold office until 2023: Barbara A. Niland | Management | For | Voted - For |
1I. | Election of Director to hold office until 2023: John M. Richardson | Management | For | Voted - For |
2. | Advisory vote on compensation of our Named Executive Officers. | Management | For | Voted - For |
3. | Ratification of Appointment of Independent Registered Public Accounting Firm for the year ending December 31, 2022. | Management | For | Voted - For |
2
Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
CBIZ, INC.
Security ID: 124805102
Ticker: CBZ
Meeting Date: 10-May-22
Meeting Type: Annual
1.1 | Election of Director: Rick L. Burdick | Management | For | Voted - For |
1.2 | Election of Director: Steven L. Gerard | Management | For | Voted - For |
1.3 | Election of Director: Jerome P. Grisko, Jr. | Management | For | Voted - For |
1.4 | Election of Director: Benaree Pratt Wiley | Management | For | Voted - For |
2. | To ratify KPMG, LLP as CBIZ's independent registered public accounting firm. | Management | For | Voted - For |
3. | To conduct an advisory vote approving named executive officer compensation. | Management | For | Voted - For |
COGNYTE SOFTWARE LTD
Security ID: M25133105
Ticker: CGNT
Meeting Date: 27-Jun-22
Meeting Type: Annual
1a. | To re-elect as Class I Director to hold office until the 2025 Annual General Meeting: Richard Nottenburg | Management | For | Voted - For |
1b. | To re-elect as Class I Director to hold office until the 2025 Annual General Meeting: Karmit Shilo | Management | For | Voted - For |
1c. | To re-elect as Class I Director to hold office until the 2025 Annual General Meeting: Zvika Naggan | Management | For | Voted - For |
2. | To approve the re-appointment of Brightman Almagor Zohar & Co., registered public accounting firm, and a member of the Deloitte Global Network, as the Company's independent registered public accounting firm for the year ending January 31, 2023 and until the next annual general meeting of shareholders, and to authorize the Company's board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors. | Management | For | Voted - For |
COLUMBIA BANKING SYSTEM, INC.
Security ID: 197236102
Ticker: COLB
Meeting Date: 26-Jan-22
Meeting Type: Special
1. | To vote on a proposal to approve an amendment to the amended and restated articles of incorporation of Columbia Banking System, Inc. ("Columbia") to effect an increase in the number of authorized shares of Columbia common stock, no par value, from 115,000,000 to 520,000,000 (the "articles amendment proposal"). | Management | For | Voted - For |
3
Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
2. | To vote on a proposal to approve the issuance of Columbia common stock in connection with the merger of Cascade Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Columbia, with and into Umpqua Holdings Corporation ("Umpqua") as merger consideration to holders of shares of Umpqua common stock pursuant to the Agreement and Plan of Merger, dated as of October 11, 2021 (as may be amended, modified or supplemented from time to time in accordance with its terms), by and among Umpqua, Columbia and Merger Sub (the "share issuance proposal"). | Management | For | Voted - For |
3. | To vote on a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the articles amendment proposal or the share issuance proposal. | Management | For | Voted - For |
Meeting Date: 27-Apr-22
Meeting Type: Annual
1A. | Election of Director: Craig D. Eerkes | Management | For | Voted - For |
1B. | Election of Director: Laura Alvarez Schrag | Management | For | Voted - For |
1C. | Election of Director: Ford Elsaesser | Management | For | Voted - For |
1D. | Election of Director: Mark A. Finkelstein | Management | For | Voted - For |
1E. | Election of Director: Eric S. Forrest | Management | For | Voted - For |
1F. | Election of Director: Michelle M. Lantow | Management | For | Voted - For |
1G. | Election of Director: Randal L. Lund | Management | For | Voted - For |
1H. | Election of Director: Tracy Mack-Askew | Management | For | Voted - For |
1I. | Election of Director: S. Mae Fujita Numata | Management | For | Voted - For |
1J. | Election of Director: Elizabeth W. Seaton | Management | For | Voted - For |
1K. | Election of Director: Clint E. Stein | Management | For | Voted - For |
1L. | Election of Director: Janine T. Terrano | Management | For | Voted - For |
2. | To vote on an advisory (non-binding) resolution to approve the compensation of Columbia's named executive officers. | Management | For | Voted - For |
3. | To vote on an advisory (non-binding) resolution to appoint Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year ending December 31, 2022. | Management | For | Voted - For |
COMMUNITY HEALTHCARE TRUST INCORPORATED
Security ID: 20369C106
Ticker: CHCT
Meeting Date: 05-May-22
Meeting Type: Annual
1. | DIRECTOR | Management | For | Voted - For |
2. | To approve, on a non-binding advisory basis, the following resolutions: RESOLVED, that the stockholders of Community Healthcare Trust Incorporated approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Company's proxy statement for the 2022 annual meeting of stockholders. | Management | For | Voted - For |
4
Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
3. | To ratify the appointment of BDO USA, LLP as the Company's independent registered public accountants for 2022. | Management | For | Voted - For |
ENOVIS CORPORATION
Security ID: 194014106
Ticker: CFX
Meeting Date: 28-Feb-22
Meeting Type: Special
1. | To approve and adopt an amendment to our Amended and Restated Certificate of Incorporation to effect (a) a reverse stock split of our common stock at one of three reverse stock split ratios, one-for-two, one-for-three or one-for-four, with an exact ratio to be determined by our Board at a later date, and (b) a corresponding reduction in the number of authorized shares of our common stock by the selected reverse stock split ratio. | Management | For | Voted - For |
2. | To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the reverse stock split proposal at the Special Meeting or any adjournment(s) thereof. | Management | For | Voted - For |
ENOVIS CORPORATION
Security ID: 194014502
Ticker: ENOV
Meeting Date: 07-Jun-22
Meeting Type: Annual
1a. | Election of Director: Mitchell P. Rales | Management | For | Voted - For |
1b. | Election of Director: Matthew L. Trerotola | Management | For | Voted - For |
1c. | Election of Director: Barbara W. Bodem | Management | For | Voted - For |
1d. | Election of Director: Liam J. Kelly | Management | For | Voted - For |
1e. | Election of Director: Angela S. Lalor | Management | For | Voted - For |
1f. | Election of Director: Philip A. Okala | Management | For | Voted - For |
1g. | Election of Director: Christine Ortiz | Management | For | Voted - For |
1h. | Election of Director: A. Clayton Perfall | Management | For | Voted - For |
1i. | Election of Director: Brady Shirley | Management | For | Voted - For |
1j. | Election of Director: Rajiv Vinnakota | Management | For | Voted - For |
1k. | Election of Director: Sharon Wienbar | Management | For | Voted - For |
2. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for them fiscal year ending December 31, 2022. | Management | For | Voted - For |
3. | To approve on an advisory basis the compensation of our named executive officers. | Management | For | Voted - For |
4. | To approve an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan. | Management | For | Voted - For |
5
Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
ESCO TECHNOLOGIES INC.
Security ID: 296315104
Ticker: ESE
Meeting Date: 03-Feb-22
Meeting Type: Annual
1. | DIRECTOR | Management | For | Voted - For |
2. | To ratify the appointment of the Company's independent registered public accounting firm for the 2022 fiscal year. | Management | For | Voted - For |
3. | Say on Pay - an advisory vote to approve the compensation of the Company's executive officers. | Management | For | Voted - For |
EVERI HOLDINGS INC.
Security ID: 30034T103
Ticker: EVRI
Meeting Date: 18-May-22
Meeting Type: Annual
1. | DIRECTOR | Management | For | Voted - For |
2. | Advisory approval, on a non-binding basis, of the compensation of our named executive officers. | Management | For | Voted - For |
3. | Ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. | Management | For | Voted - For |
FB FINANCIAL CORPORATION
Security ID: 30257X104
Ticker: FBK
Meeting Date: 19-May-22
Meeting Type: Annual
1A. | Election of Director to serve until the 2023 Annual Meeting: Jimmy E. Allen | Management | For | Voted - For |
1B. | Election of Director to serve until the 2023 Annual Meeting: J. Jonathan Ayers | Management | For | Voted - For |
1C. | Election of Director to serve until the 2023 Annual Meeting: William F. Carpenter III | Management | For | Voted - For |
1D. | Election of Director to serve until the 2023 Annual Meeting: Agenia W. Clark | Management | For | Voted - For |
1E. | Election of Director to serve until the 2023 Annual Meeting: James W. Cross IV | Management | For | Voted - For |
1F. | Election of Director to serve until the 2023 Annual Meeting: James L. Exum | Management | For | Voted - For |
1G. | Election of Director to serve until the 2023 Annual Meeting: Christopher T. Holmes | Management | For | Voted - For |
1H. | Election of Director to serve until the 2023 Annual Meeting: Orrin H. Ingram | Management | For | Voted - For |
1I. | Election of Director to serve until the 2023 Annual Meeting: Raja J. Jubran | Management | For | Voted - For |
1J. | Election of Director to serve until the 2023 Annual Meeting: Stuart C. McWhorter | Management | For | Voted - For |
1K. | Election of Director to serve until the 2023 Annual Meeting: C. Wright Pinson | Management | For | Voted - For |
6
Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1L. | Election of Director to serve until the 2023 Annual Meeting: Emily J. Reynolds | Management | For | Voted - For |
1M. | Election of Director to serve until the 2023 Annual Meeting: Melody J. Sullivan | Management | For | Voted - For |
2. | To conduct a non-binding, advisory vote on the compensation of our named executive officers. | Management | For | Voted - For |
3. | To determine, in an advisory, non-binding vote, the frequency of future advisory, non-binding votes on the compensation paid to our named executive officers. | Management | 1 Year | Voted - 1 Year |
4. | Approval of amendments to the Company's amended and restated charter to eliminate supermajority voting standards. | Management | For | Voted - For |
5. | Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. | Management | For | Voted - For |
FIRST MERCHANTS CORPORATION
Security ID: 320817109
Ticker: FRME
Meeting Date: 10-May-22
Meeting Type: Annual
1. | DIRECTOR | Management | For | Voted - For |
2. | Proposal to approve, on an advisory basis, the compensation of First Merchants Corporation's named executive officers. | Management | For | Voted - For |
3. | Proposal to ratify the appointment of the firm BKD, LLP as the independent auditor for 2022. | Management | For | Voted - For |
FORWARD AIR CORPORATION
Security ID: 349853101
Ticker: FWRD
Meeting Date: 10-May-22
Meeting Type: Annual
1. | DIRECTOR | Management | For | Voted - For |
2. | To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company. | Management | For | Voted - For |
3. | To approve, on a non-binding, advisory basis, the compensation of the named executive officers (the "say on pay vote"). | Management | For | Voted - For |
H.B. FULLER COMPANY
Security ID: 359694106
Ticker: FUL
Meeting Date: 07-Apr-22
Meeting Type: Annual
1. | DIRECTOR | Management | For | Voted - For |
2. | The ratification of the appointment of Ernst & Young LLP as H.B. Fuller's independent registered public accounting firm for the fiscal year ending December 3, 2022. | Management | For | Voted - For |
7
Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
3. | A non-binding advisory vote to approve the compensation of our named executive officers as disclosed in the Proxy Statement. | Management | For | Voted - For |
JOHN WILEY & SONS, INC.
Security ID: 968223206
Ticker: JWA
Meeting Date: 30-Sep-21
Meeting Type: Annual
1. | DIRECTOR | Management | For | Voted - For |
2. | Ratification of the appointment of KPMG LLP as independent accountants for the fiscal year ending April 30, 2022. | Management | For | Voted - For |
3. | Approval, on an advisory basis, of the compensation of the named executive officers. | Management | For | Voted - For |
KAMAN CORPORATION
Security ID: 483548103
Ticker: KAMN
Meeting Date: 20-Apr-22
Meeting Type: Annual
1A | Election of Director: Aisha M. Barry | Management | For | Voted - For |
1B | Election of Director: E. Reeves Callaway III | Management | For | Voted - For |
1C | Election of Director: A. William Higgins | Management | For | Voted - For |
1D | Election of Director: Scott E. Kuechle | Management | For | Voted - For |
1E | Election of Director: Michelle J. Lohmeier | Management | For | Voted - For |
1F | Election of Director: Jennifer M. Pollino | Management | For | Voted - For |
1G | Election of Director: Ian K. Walsh | Management | For | Voted - For |
2. | Advisory vote to approve the compensation of the Company's named executive officers. | Management | For | Voted - For |
3. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm. | Management | For | Voted - For |
4. | Advisory vote on a shareholder proposal seeking to provide for an independent chair. | Management | Against | Voted - Against |
KAR AUCTION SERVICES, INC.
Security ID: 48238T109
Ticker: KAR
Meeting Date: 02-Jun-22
Meeting Type: Annual
2a. | Election of Director: Carmel Galvin | Management | For | Voted - For |
2b. | Election of Director: James P. Hallett | Management | For | Voted - For |
2c. | Election of Director: Mark E. Hill | Management | For | Voted - For |
2d. | Election of Director: J. Mark Howell | Management | For | Voted - For |
2e. | Election of Director: Stefan Jacoby | Management | For | Voted - For |
2f. | Election of Director: Peter Kelly | Management | For | Voted - For |
2g. | Election of Director: Michael T. Kestner | Management | For | Voted - For |
2h. | Election of Director: Sanjeev Mehra | Management | For | Voted - For |
2i. | Election of Director: Mary Ellen Smith | Management | For | Voted - For |
8
Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
3. | To approve, on an advisory basis, executive compensation. | Management | For | Voted - For |
4. | To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2022. | Management | For | Voted - For |
LITHIA MOTORS, INC.
Security ID: 536797103
Ticker: LAD
Meeting Date: 27-Apr-22
Meeting Type: Annual
1A. | Election of Director: Sidney B. DeBoer | Management | For | Voted - For |
1B. | Election of Director: Susan O. Cain | Management | For | Voted - For |
1C. | Election of Director: Bryan B. DeBoer | Management | For | Voted - For |
1D. | Election of Director: Shauna F. McIntyre | Management | For | Voted - For |
1E. | Election of Director: Louis P. Miramontes | Management | For | Voted - For |
1F. | Election of Director: Kenneth E. Roberts | Management | For | Voted - For |
1G. | Election of Director: David J. Robino | Management | For | Voted - For |
2. | Approval, by advisory vote, of the compensation of our Named Executive Officers. | Management | For | Voted - For |
3. | Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for 2022. | Management | For | Voted - For |
MAGNOLIA OIL & GAS CORPORATION
Security ID: 559663109
Ticker: MGY
Meeting Date: 03-May-22
Meeting Type: Annual
1A. | Election of Director: Stephen I. Chazen | Management | For | Voted - For |
1B. | Election of Director: Arcilia C. Acosta | Management | For | Voted - For |
1C. | Election of Director: Angela M. Busch | Management | For | Voted - For |
1D. | Election of Director: Edward P. Djerejian | Management | For | Voted - For |
1E. | Election of Director: James R. Larson | Management | For | Voted - For |
1F. | Election of Director: Dan F. Smith | Management | For | Voted - For |
1G. | Election of Director: John B. Walker | Management | For | Voted - For |
2. | Approval of the advisory, non-binding resolution regarding the compensation of our named executive officers for 2021 ("say-on- pay vote") | Management | For | Voted - For |
3. | Ratification of appointment of KPMG LLP as our independent registered public accounting firm for the 2022 fiscal year | Management | For | Voted - For |
MEDICAL PROPERTIES TRUST, INC.
Security ID: 58463J304
Ticker: MPW
Meeting Date: 26-May-22
Meeting Type: Annual
1.1 | Election of Director: Edward K. Aldag, Jr. | Management | For | Voted - For |
1.2 | Election of Director: G. Steven Dawson | Management | For | Voted - For |
9
Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1.3 | Election of Director: R. Steven Hamner | Management | For | Voted - For |
1.4 | Election of Director: Caterina A. Mozingo | Management | For | Voted - For |
1.5 | Election of Director: Emily W. Murphy | Management | For | Voted - For |
1.6 | Election of Director: Elizabeth N. Pitman | Management | For | Voted - For |
1.7 | Election of Director: D. Paul Sparks, Jr. | Management | For | Voted - For |
1.8 | Election of Director: Michael G. Stewart | Management | For | Voted - For |
1.9 | Election of Director: C. Reynolds Thompson, III | Management | For | Voted - For |
2. | To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022. | Management | For | Voted - For |
3. | To approve the compensation of the Company's executive officers, on a non-binding basis. | Management | For | Voted - For |
4. | To approve the Medical Properties Trust, Inc. Amended and Restated 2019 Equity Investment Plan. | Management | For | Voted - For |
MODIVCARE INC
Security ID: 60783X104
Ticker: MODV
Meeting Date: 14-Jun-22
Meeting Type: Annual
1a. | Election of Class I Director: Richard A. Kerley | Management | For | Voted - For |
1b. | Election of Class I Director: Stacy Saal | Management | For | Voted - For |
1c. | Election of Class I Director: Christopher S. Shackelton | Management | For | Voted - For |
2. | A non-binding advisory vote to approve named executive officer compensation. | Management | For | Voted - For |
3. | To approve an Employee Stock Purchase Plan of the Company. | Management | For | Voted - For |
4. | To ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company to serve for the 2022 fiscal year. | Management | For | Voted - For |
NEWMARK GROUP, INC.
Security ID: 65158N102
Ticker: NMRK
Meeting Date: 17-Dec-21
Meeting Type: Annual
1. | DIRECTOR | Management | For | Voted - For |
2. | Approval of the ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2021. | Management | For | Voted - For |
3. | Approval, on an advisory basis, of executive compensation. | Management | For | Voted - For |
NEXSTAR MEDIA GROUP, INC.
Security ID: 65336K103
Ticker: NXST
Meeting Date: 13-Jun-22
Meeting Type: Annual
1.1 | Election of Class I Director for a term of three years: Bernadette S. Aulestia | Management | For | Voted - For |
10
Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1.2 | Election of Class I Director for a term of three years: Dennis J. FitzSimons | Management | For | Voted - For |
1.3 | Election of Class I Director for a term of three years: C. Thomas McMillen | Management | For | Voted - For |
1.4 | Election of Class I Director for a term of three years.: Lisbeth McNabb | Management | For | Voted - For |
2. | To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. | Management | For | Voted - For |
3. | Approval, by an advisory vote, of executive compensation. | Management | For | Voted - For |
4. | To approve an amendment to the Company's Amended and Restated Articles of Incorporation to eliminate the Company's Class B common stock and Class C common stock, which classes of common stock have no shares issued and outstanding as of the date hereof. | Management | For | Voted - For |
OSI SYSTEMS, INC.
Security ID: 671044105
Ticker: OSIS
Meeting Date: 09-Dec-21
Meeting Type: Annual
1. | DIRECTOR | Management | For | Voted - For |
2. | Ratification of the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2022. | Management | For | Voted - For |
3. | Advisory vote on the Company's executive compensation for the fiscal year ended June 30, 2021. | Management | For | Voted - For |
OXFORD INDUSTRIES, INC.
Security ID: 691497309
Ticker: OXM
Meeting Date: 14-Jun-22
Meeting Type: Annual
1.1 | Election of Class III Director for a three-year term expiring in 2025: Helen Ballard | Management | For | Voted - For |
1.2 | Election of Class III Director for a three-year term expiring in 2025: Virginia A. Hepner | Management | For | Voted - For |
1.3 | Election of Class III Director for a three-year term expiring in 2025: Milford W. McGuirt | Management | For | Voted - For |
2. | Approve the Oxford Industries, Inc. Long-Term Stock Incentive Plan, as amended and restated, to, among other things, authorize 500,000 additional shares of common stock for issuance under the plan | Management | For | Voted - For |
3. | Ratify the selection of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for fiscal 2022 | Management | For | Voted - For |
4. | Approve, by a non-binding, advisory vote, the compensation of the Company's named executive officers | Management | For | Voted - For |
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Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
PACIFIC PREMIER BANCORP, INC.
Security ID: 69478X105
Ticker: PPBI
Meeting Date: 23-May-22
Meeting Type: Annual
1A. | Election of Director: Ayad A. Fargo | Management | For | Voted - For |
1B. | Election of Director: Steven R. Gardner | Management | For | Voted - For |
1C. | Election of Director: Joseph L. Garrett | Management | For | Voted - For |
1D. | Election of Director: Jeffrey C. Jones | Management | For | Voted - For |
1E. | Election of Director: Rose E. McKinney-James | Management | For | Voted - For |
1F. | Election of Director: M. Christian Mitchell | Management | For | Voted - For |
1G. | Election of Director: George M. Pereira | Management | For | Voted - For |
1H. | Election of Director: Barbara S. Polsky | Management | For | Voted - For |
1I. | Election of Director: Zareh H. Sarrafian | Management | For | Voted - For |
1J. | Election of Director: Jaynie M. Studenmund | Management | For | Voted - For |
1K. | Election of Director: Richard C. Thomas | Management | For | Voted - For |
2. | TO APPROVE THE AMENDED AND RESTATED 2022 LONG-TERM INCENTIVE PLAN. | Management | For | Voted - For |
3. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. | Management | For | Voted - For |
4. | TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022. | Management | For | Voted - For |
PACWEST BANCORP
Security ID: 695263103
Ticker: PACW
Meeting Date: 10-May-22
Meeting Type: Annual
1A. | Election of Director for a one-year term: Tanya M. Acker | Management | For | Voted - For |
1B. | Election of Director for a one-year term: Paul R. Burke | Management | For | Voted - For |
1C. | Election of Director for a one-year term: Craig A. Carlson | Management | For | Voted - For |
1D. | Election of Director for a one-year term: John M. Eggemeyer, III | Management | For | Voted - For |
1E. | Election of Director for a one-year term: C. William Hosler | Management | For | Voted - For |
1F. | Election of Director for a one-year term: Polly B. Jessen | Management | For | Voted - For |
1G. | Election of Director for a one-year term: Susan E. Lester | Management | For | Voted - For |
1H. | Election of Director for a one-year term: Roger H. Molvar | Management | For | Voted - For |
1I. | Election of Director for a one-year term: Robert A. Stine | Management | For | Voted - For |
1J. | Election of Director for a one-year term: Paul W. Taylor | Management | For | Voted - For |
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Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1K. | Election of Director for a one-year term: Matthew P. Wagner | Management | For | Voted - For |
2. | Advisory Vote on Executive Compensation. To approve, on a non- binding advisory basis, the compensation of the Company's named executive officers. | Management | For | Voted - For |
3. | Ratification of the Appointment of Independent Auditor. To ratify the appointment of KPMG LLP as the Company's independent auditor for the fiscal year ending December 31, 2022. | Management | For | Voted - For |
RUTH'S HOSPITALITY GROUP, INC.
Security ID: 783332109
Ticker: RUTH
Meeting Date: 24-May-22
Meeting Type: Annual
1.1 | Election of Director: Giannella Alvarez | Management | For | Voted - For |
1.2 | Election of Director: Mary L. Baglivo | Management | For | Voted - For |
1.3 | Election of Director: Carla R. Cooper | Management | For | Voted - For |
1.4 | Election of Director: Cheryl J. Henry | Management | For | Voted - For |
1.5 | Election of Director: Stephen M. King | Management | For | Voted - For |
1.6 | Election of Director: Michael P. O'Donnell | Management | For | Voted - For |
1.7 | Election of Director: Marie L. Perry | Management | For | Voted - For |
1.8 | Election of Director: Robin P. Selati | Management | For | Voted - For |
2. | Approval of the advisory resolution on the compensation of the company's named executive officers. | Management | For | Voted - For |
3. | Ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal year 2022. | Management | For | Voted - For |
SILGAN HOLDINGS INC.
Security ID: 827048109
Ticker: SLGN
Meeting Date: 31-May-22
Meeting Type: Annual
1. | DIRECTOR | Management | For | Voted - For |
2. | To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. | Management | For | Voted - For |
3. | Advisory vote to approve the compensation of the Company's named executive officers. | Management | For | Voted - For |
SILICON MOTION TECHNOLOGY CORP.
Security ID: 82706C108
Ticker: SIMO
Meeting Date: 29-Sep-21
Meeting Type: Annual
1. | To re-elect Mr. Kuan-Ming Lin and Mr. Shii-Tyng Duann as the directors of the Company. | Management | For | Voted - For |
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Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
2. | To ratify the selection of Deloitte & Touche as independent auditors of the Company for the fiscal year ending on December 31, 2021 and authorize the directors to fix their remuneration. | Management | For | Voted - For |
SPECTRUM BRANDS HOLDINGS, INC.
Security ID: 84790A105
Ticker: SPB
Meeting Date: 03-Aug-21
Meeting Type: Annual
1A. | Election of Class III Director: David M. Maura | Management | For | Voted - For |
1B. | Election of Class III Director: Terry L. Polistina | Management | For | Voted - For |
2. | Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2021. | Management | For | Voted - For |
3. | To approve, on an advisory basis, the compensation of the Company's executive officers. | Management | For | Voted - For |
4. | To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to de-classify the Board of Directors. | Management | For | Voted - For |
STARWOOD PROPERTY TRUST, INC.
Security ID: 85571B105
Ticker: STWD
Meeting Date: 28-Apr-22
Meeting Type: Annual
1. | DIRECTOR | Management | For | Voted - For |
2. | The approval on an advisory basis of the Company's executive compensation. | Management | For | Voted - For |
3. | The approval of the Starwood Property Trust, Inc. Employee Stock Purchase Plan. | Management | For | Voted - For |
4. | The approval of the Starwood Property Trust, Inc. 2022 Manager Equity Plan. | Management | For | Voted - For |
5. | The approval of the Starwood Property Trust, Inc. 2022 Equity Plan. | Management | For | Voted - For |
6. | The ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the calendar year ending December 31, 2022. | Management | For | Voted - For |
THE HOWARD HUGHES CORPORATION
Security ID: 44267D107
Ticker: HHC
Meeting Date: 26-May-22
Meeting Type: Annual
1A. | Election of Director: William Ackman | Management | For | Voted - Against |
1B. | Election of Director: Adam Flatto | Management | For | Voted - Against |
1C. | Election of Director: Beth Kaplan | Management | For | Voted - Against |
1D. | Election of Director: Allen Model | Management | For | Voted - Against |
1E. | Election of Director: David O'Reilly | Management | For | Voted - For |
1F. | Election of Director: R. Scot Sellers | Management | For | Voted - Against |
1G. | Election of Director: Steven Shepsman | Management | For | Voted - Against |
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Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1H. | Election of Director: Mary Ann Tighe | Management | For | Voted - Against |
1I. | Election of Director: Anthony Williams | Management | For | Voted - For |
2. | Advisory (non-binding) vote to approve executive compensation Say-on-Pay | Management | For | Voted - For |
3. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2022 | Management | For | Voted - For |
VERINT SYSTEMS INC.
Security ID: 92343X100
Ticker: VRNT
Meeting Date: 23-Jun-22
Meeting Type: Annual
1. | DIRECTOR | Management | For | Voted - For |
2. | To ratify the appointment of Deloitte & Touche LLP as independent registered public accountants for the year ending January 31, 2023. | Management | For | Voted - For |
3. | To approve, on a non-binding, advisory basis, the compensation of the named executive officers as disclosed in the accompanying proxy statement. | Management | For | Voted - For |
4. | To approve an amendment to our Amended and Restated Certificate of Incorporation to increase the total number of shares of authorized Common Stock from 120 million shares to 240 million shares. | Management | For | Voted - For |
VERRA MOBILITY CORPORATION
Security ID: 92511U102
Ticker: VRRM
Meeting Date: 21-Jun-22
Meeting Type: Annual
1. | DIRECTOR | Management | For | Voted - For |
2. | Approve, on an advisory basis, the compensation of our named executive officers. | Management | For | Voted - For |
3. | Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. | Management | For | Voted - For |
WIDEOPENWEST, INC.
Security ID: 96758W101
Ticker: WOW
Meeting Date: 03-May-22
Meeting Type: Annual
1A. | Election of Director: Daniel Kilpatrick | Management | For | Voted - For |
1B. | Election of Director: Tom McMillin | Management | For | Voted - For |
1C. | Election of Director: Barry Volpert | Management | For | Voted - For |
2. | Ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for 2022. | Management | For | Voted - For |
3. | Approve, by non-binding advisory vote, the Company's executive compensation. | Management | For | Voted - For |
15
Cardinal Small Cap Value Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
ZIFF DAVIS, INC.
Security ID: 48123V102
Ticker: ZD
Meeting Date: 10-May-22
Meeting Type: Annual
1A. | Election of Director: Vivek Shah | Management | For | Voted - For |
1B. | Election of Director: Sarah Fay | Management | For | Voted - For |
1C. | Election of Director: Trace Harris | Management | For | Voted - For |
1D. | Election of Director: W. Brian Kretzmer | Management | For | Voted - For |
1E. | Election of Director: Jonathan F. Miller | Management | For | Voted - For |
1F. | Election of Director: Scott C. Taylor | Management | For | Voted - For |
2. | To provide an advisory vote on the compensation of Ziff Davis' named executive officers. | Management | For | Voted - For |
3. | To ratify the appointment of BDO USA, LLP to serve as Ziff Davis' independent auditors for fiscal 2022. | Management | For | Voted - For |
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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.
The Advisors’ Inner Circle Fund II
By: /s/ Michael Beattie
Michael Beattie
President
Date: August 30, 2022
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