UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
| Investment Company Act file number | 811-07324 |
| Chesapeake Investment Trust |
| (Exact name of registrant as specified in charter) |
| 285 Wilmington-West Chester Pike Chadds Ford, PA | 19317 |
| (Address of principal executive offices) | (Zip code) |
Jesse D. Hallee
| c/o Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246 |
| (Name and address of agent for service) |
| Registrant's telephone number, including area code: | (513) 587-3400 |
| Date of fiscal year end: | October 31 | |
| Date of reporting period: | July 1, 2022 – June 30, 2023 |
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. PROXY VOTING RECORD.
Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:
| (a) | The name of the issuer of the portfolio security; |
| (b) | The exchange ticker symbol of the portfolio security; |
| (c) | The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security; |
| (d) | The shareholder meeting date; |
| (e) | A brief identification of the matter voted on; |
| (f) | Whether the matter was proposed by the issuer or by a security holder; |
| (g) | Whether the registrant cast its vote on the matter; |
| (h) | How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and |
| (i) | Whether the registrant cast its vote for or against management. |
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Chesapeake Investment Trust
By (Signature and Title)* |
/s/ W. Whitfield Gardner | ||
W. Whitfield Gardner, Trustee, Chairman and Principal Executive Officer | |||
Date |
August 30, 2023 | ||
* Print the name and title of each signing officer under his or her signature.
EXHIBIT A
Chesapeake Growth Fund
| Investment Company Report | |||||||||||||||||
| Proxy Voting Report The Chesapeake Growth Fund 01-Jul-2022 To 30-Jun-2023 | |||||||||||||||||
| TRANSDIGM GROUP INCORPORATED | |||||||||||||||||
| Security | 893641100 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | TDG | Meeting Date | 12-Jul-2022 | ||||||||||||||
| ISIN | US8936411003 | Agenda | 935666101 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1. | DIRECTOR | Management | |||||||||||||||
| 1 | David Barr | For | For | For | |||||||||||||
| 2 | Jane M. Cronin | For | For | For | |||||||||||||
| 3 | Mervin Dunn | Withheld | For | Against | |||||||||||||
| 4 | Michael Graff | For | For | For | |||||||||||||
| 5 | Sean Hennessy | For | For | For | |||||||||||||
| 6 | W. Nicholas Howley | For | For | For | |||||||||||||
| 7 | Gary E. McCullough | For | For | For | |||||||||||||
| 8 | Michele Santana | For | For | For | |||||||||||||
| 9 | Robert Small | For | For | For | |||||||||||||
| 10 | John Staer | For | For | For | |||||||||||||
| 11 | Kevin Stein | For | For | For | |||||||||||||
| 2. | To ratify the selection of Ernst & Young LLP as the Company's independent accountants for the fiscal year ending September 30, 2022. | Management | For | For | For | ||||||||||||
| 3. | To approve (in an advisory vote) compensation paid to the Company's named executive officers. | Management | Against | For | Against | ||||||||||||
| ATLASSIAN CORPORATION PLC | |||||||||||||||||
| Security | G06242104 | Meeting Type | Special | ||||||||||||||
| Ticker Symbol | TEAM | Meeting Date | 22-Aug-2022 | ||||||||||||||
| ISIN | GB00BZ09BD16 | Agenda | 935687600 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1. | Court Scheme Proposal: To approve the scheme of arrangement as set forth in the section titled "Scheme of Arrangement" in the proxy statement of Atlassian Corporation Plc dated July 11, 2022 | Management | For | For | For | ||||||||||||
| ATLASSIAN CORPORATION PLC | |||||||||||||||||
| Security | G06242111 | Meeting Type | Special | ||||||||||||||
| Ticker Symbol | TEAM | Meeting Date | 22-Aug-2022 | ||||||||||||||
| ISIN | GB00BZ09BD16 | Agenda | 935687612 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1. | Scheme Special Resolution: THAT for the purpose of giving effect to the scheme of arrangement dated July 11, 2022 between Atlassian Corporation Plc (the "Company") and the Scheme Shareholders (as defined in the said scheme included in the proxy statement of the Company dated July 11, 2022 (the "Proxy Statement")), a print of which has been produced to this meeting and for the purposes of identification signed by the chair hereof, in its original form or as amended in accordance with ...(due to space limits, see proxy material for full proposal). | Management | For | For | For | ||||||||||||
| NIKE, INC. | |||||||||||||||||
| Security | 654106103 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | NKE | Meeting Date | 09-Sep-2022 | ||||||||||||||
| ISIN | US6541061031 | Agenda | 935692803 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Class B Director: Alan B. Graf, Jr. | Management | For | For | For | ||||||||||||
| 1b. | Election of Class B Director: Peter B. Henry | Management | For | For | For | ||||||||||||
| 1c. | Election of Class B Director: Michelle A. Peluso | Management | For | For | For | ||||||||||||
| 2. | To approve executive compensation by an advisory vote. | Management | For | For | For | ||||||||||||
| 3. | To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm. | Management | For | For | For | ||||||||||||
| 4. | To approve the amendment of the NIKE, Inc. Employee Stock Purchase Plan to increase authorized shares. | Management | For | For | For | ||||||||||||
| 5. | To consider a shareholder proposal regarding a policy on China sourcing, if properly presented at the meeting. | Shareholder | Against | Against | For | ||||||||||||
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | |||||||||||||||||
| Security | 874054109 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | TTWO | Meeting Date | 16-Sep-2022 | ||||||||||||||
| ISIN | US8740541094 | Agenda | 935695366 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Strauss Zelnick | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: Michael Dornemann | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: J. Moses | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: Michael Sheresky | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: LaVerne Srinivasan | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Susan Tolson | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Paul Viera | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: Roland Hernandez | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: William "Bing" Gordon | Management | For | For | For | ||||||||||||
| 1j. | Election of Director: Ellen Siminoff | Management | For | For | For | ||||||||||||
| 2. | Approval, on a non-binding advisory basis, of the compensation of the Company's "named executive officers" as disclosed in the Proxy Statement. | Management | Against | For | Against | ||||||||||||
| 3. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023. | Management | For | For | For | ||||||||||||
| MICROSOFT CORPORATION | |||||||||||||||||
| Security | 594918104 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | MSFT | Meeting Date | 13-Dec-2022 | ||||||||||||||
| ISIN | US5949181045 | Agenda | 935722567 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Reid G. Hoffman | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: Hugh F. Johnston | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Teri L. List | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: Satya Nadella | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: Sandra E. Peterson | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Penny S. Pritzker | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Carlos A. Rodriguez | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: Charles W. Scharf | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: John W. Stanton | Management | For | For | For | ||||||||||||
| 1j. | Election of Director: John W. Thompson | Management | For | For | For | ||||||||||||
| 1k. | Election of Director: Emma N. Walmsley | Management | For | For | For | ||||||||||||
| 1l. | Election of Director: Padmasree Warrior | Management | For | For | For | ||||||||||||
| 2. | Advisory vote to approve named executive officer compensation | Management | Against | For | Against | ||||||||||||
| 3. | Ratification of the Selection of Deloitte & Touche LLP as our Independent Auditor for Fiscal Year 2023 | Management | For | For | For | ||||||||||||
| 4. | Shareholder Proposal - Cost/Benefit Analysis of Diversity and Inclusion | Shareholder | Against | Against | For | ||||||||||||
| 5. | Shareholder Proposal - Report on Hiring of Persons with Arrest or Incarceration Records | Shareholder | Against | Against | For | ||||||||||||
| 6. | Shareholder Proposal - Report on Investment of Retirement Funds in Companies Contributing to Climate Change | Shareholder | Against | Against | For | ||||||||||||
| 7. | Shareholder Proposal - Report on Government Use of Microsoft Technology | Shareholder | For | Against | Against | ||||||||||||
| 8. | Shareholder Proposal - Report on Development of Products for Military | Shareholder | Against | Against | For | ||||||||||||
| 9. | Shareholder Proposal - Report on Tax Transparency | Shareholder | For | Against | Against | ||||||||||||
| THE WALT DISNEY COMPANY | |||||||||||||||||
| Security | 254687106 | Meeting Type | Contested-Annual | ||||||||||||||
| Ticker Symbol | DIS | Meeting Date | 09-Feb-2023 | ||||||||||||||
| ISIN | US2546871060 | Agenda | 935763816 - Opposition | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a | TRIAN RECOMMENDED NOMINEE: Nelson Peltz | Management | For | ||||||||||||||
| 1b | OPPOSED COMPANY NOMINEE: Michael B.G. Froman | Management | Withheld | ||||||||||||||
| 1c | ACCEPTABLE COMPANY NOMINEE: Mary T. Barra | Management | Withheld | ||||||||||||||
| 1d | ACCEPTABLE COMPANY NOMINEE: Safra A. Catz | Management | Withheld | ||||||||||||||
| 1e | ACCEPTABLE COMPANY NOMINEE: Amy L. Chang | Management | Withheld | ||||||||||||||
| 1f | ACCEPTABLE COMPANY NOMINEE: Francis A. deSouza | Management | Withheld | ||||||||||||||
| 1g | ACCEPTABLE COMPANY NOMINEE: Carolyn N. Everson | Management | Withheld | ||||||||||||||
| 1h | ACCEPTABLE COMPANY NOMINEE: Robert A. Iger | Management | Withheld | ||||||||||||||
| 1i | ACCEPTABLE COMPANY NOMINEE: Maria Elena Lagomasino | Management | Withheld | ||||||||||||||
| 1j | ACCEPTABLE COMPANY NOMINEE: Calvin R. McDonald | Management | Withheld | ||||||||||||||
| 1k | ACCEPTABLE COMPANY NOMINEE: Mark G. Parker | Management | Withheld | ||||||||||||||
| 1l | ACCEPTABLE COMPANY NOMINEE: Derica W. Rice | Management | Withheld | ||||||||||||||
| 2 | RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2023. | Management | None | ||||||||||||||
| 3 | CONSIDERATION OF AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. | Management | None | ||||||||||||||
| 4 | CONSIDERATION OF AN ADVISORY VOTE ON THE FREQUENCY OF VOTES ON EXECUTIVE COMPENSATION. | Management | None | ||||||||||||||
| 5 | Shareholder Proposal requesting a business operations report. | Shareholder | None | ||||||||||||||
| 6 | Shareholder Proposal requesting charitable contributions disclosure. | Shareholder | None | ||||||||||||||
| 7 | Shareholder Proposal requesting a political expenditures report. | Shareholder | None | ||||||||||||||
| 8 | Trian's proposal to repeal certain bylaws. | Management | For | ||||||||||||||
| TOLL BROTHERS, INC. | |||||||||||||||||
| Security | 889478103 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | TOL | Meeting Date | 07-Mar-2023 | ||||||||||||||
| ISIN | US8894781033 | Agenda | 935759653 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Douglas C. Yearley, Jr. | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: Stephen F. East | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Christine N. Garvey | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: Karen H. Grimes | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: Derek T. Kan | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Carl B. Marbach | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: John A. McLean | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: Wendell E. Pritchett | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: Paul E. Shapiro | Management | For | For | For | ||||||||||||
| 1j. | Election of Director: Scott D. Stowell | Management | For | For | For | ||||||||||||
| 2. | The ratification of the re-appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2023 fiscal year. | Management | For | For | For | ||||||||||||
| 3. | The approval, in an advisory and non- binding vote, of the compensation of the Company's named executive officers. | Management | For | For | For | ||||||||||||
| 4. | The consideration of an advisory vote on the frequency of advisory votes on executive compensation. | Management | 1 Year | 1 Year | For | ||||||||||||
| TRANSDIGM GROUP INCORPORATED | |||||||||||||||||
| Security | 893641100 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | TDG | Meeting Date | 09-Mar-2023 | ||||||||||||||
| ISIN | US8936411003 | Agenda | 935759261 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1. | DIRECTOR | Management | |||||||||||||||
| 1 | David Barr | For | For | For | |||||||||||||
| 2 | Jane Cronin | For | For | For | |||||||||||||
| 3 | Mervin Dunn | For | For | For | |||||||||||||
| 4 | Michael Graff | For | For | For | |||||||||||||
| 5 | Sean Hennessy | For | For | For | |||||||||||||
| 6 | W. Nicholas Howley | For | For | For | |||||||||||||
| 7 | Gary E. McCullough | For | For | For | |||||||||||||
| 8 | Michele Santana | For | For | For | |||||||||||||
| 9 | Robert Small | For | For | For | |||||||||||||
| 10 | John Staer | For | For | For | |||||||||||||
| 11 | Kevin Stein | For | For | For | |||||||||||||
| 2. | To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2023. | Management | For | For | For | ||||||||||||
| 3. | To approve (in an advisory vote) compensation paid to the Company's named executive officers. | Management | Against | For | Against | ||||||||||||
| 4. | To determine the frequency of the advisory vote regarding compensation paid to the Company's named executive officers. | Management | 1 Year | None | |||||||||||||
| APPLE INC. | |||||||||||||||||
| Security | 037833100 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | AAPL | Meeting Date | 10-Mar-2023 | ||||||||||||||
| ISIN | US0378331005 | Agenda | 935757700 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a | Election of Director: James Bell | Management | For | For | For | ||||||||||||
| 1b | Election of Director: Tim Cook | Management | For | For | For | ||||||||||||
| 1c | Election of Director: Al Gore | Management | For | For | For | ||||||||||||
| 1d | Election of Director: Alex Gorsky | Management | For | For | For | ||||||||||||
| 1e | Election of Director: Andrea Jung | Management | For | For | For | ||||||||||||
| 1f | Election of Director: Art Levinson | Management | For | For | For | ||||||||||||
| 1g | Election of Director: Monica Lozano | Management | For | For | For | ||||||||||||
| 1h | Election of Director: Ron Sugar | Management | For | For | For | ||||||||||||
| 1i | Election of Director: Sue Wagner | Management | For | For | For | ||||||||||||
| 2. | Ratification of the appointment of Ernst & Young LLP as Apple's independent registered public accounting firm for fiscal 2023 | Management | For | For | For | ||||||||||||
| 3. | Advisory vote to approve executive compensation | Management | For | For | For | ||||||||||||
| 4. | Advisory vote on the frequency of advisory votes on executive compensation | Management | 1 Year | 1 Year | For | ||||||||||||
| 5. | A shareholder proposal entitled "Civil Rights and Non-Discrimination Audit Proposal" | Shareholder | Against | Against | For | ||||||||||||
| 6. | A shareholder proposal entitled "Communist China Audit" | Shareholder | Against | Against | For | ||||||||||||
| 7. | A shareholder proposal on Board policy for communication with shareholder proponents | Shareholder | Against | Against | For | ||||||||||||
| 8. | A shareholder proposal entitled "Racial and Gender Pay Gaps" | Shareholder | Against | Against | For | ||||||||||||
| 9. | A shareholder proposal entitled "Shareholder Proxy Access Amendments" | Shareholder | Against | Against | For | ||||||||||||
| THE WALT DISNEY COMPANY | |||||||||||||||||
| Security | 254687106 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | DIS | Meeting Date | 03-Apr-2023 | ||||||||||||||
| ISIN | US2546871060 | Agenda | 935766595 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Mary T. Barra | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: Safra A. Catz | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Amy L. Chang | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: Francis A. deSouza | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: Carolyn N. Everson | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Michael B.G. Froman | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Robert A. Iger | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: Maria Elena Lagomasino | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: Calvin R. McDonald | Management | For | For | For | ||||||||||||
| 1j. | Election of Director: Mark G. Parker | Management | For | For | For | ||||||||||||
| 1k. | Election of Director: Derica W. Rice | Management | For | For | For | ||||||||||||
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal 2023. | Management | For | For | For | ||||||||||||
| 3. | Consideration of an advisory vote to approve executive compensation. | Management | For | For | For | ||||||||||||
| 4. | Consideration of an advisory vote on the frequency of advisory votes on executive compensation. | Management | 1 Year | 1 Year | For | ||||||||||||
| 5. | Shareholder proposal, if properly presented at the meeting, requesting a report on operations related to China. | Shareholder | Against | Against | For | ||||||||||||
| 6. | Shareholder proposal, if properly presented at the meeting, requesting charitable contributions disclosure. | Shareholder | Against | Against | For | ||||||||||||
| 7. | Shareholder proposal, if properly presented at the meeting, requesting a political expenditures report. | Shareholder | Against | Against | For | ||||||||||||
| SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) | |||||||||||||||||
| Security | 806857108 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | SLB | Meeting Date | 05-Apr-2023 | ||||||||||||||
| ISIN | AN8068571086 | Agenda | 935767105 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Peter Coleman | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: Patrick de La Chevardière | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Miguel Galuccio | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: Olivier Le Peuch | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: Samuel Leupold | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Tatiana Mitrova | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Maria Moraeus Hanssen | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: Vanitha Narayanan | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: Mark Papa | Management | For | For | For | ||||||||||||
| 1j. | Election of Director: Jeff Sheets | Management | For | For | For | ||||||||||||
| 1k. | Election of Director: Ulrich Spiesshofer | Management | For | For | For | ||||||||||||
| 2. | Advisory vote on the frequency of future advisory votes on executive compensation. | Management | 1 Year | 1 Year | For | ||||||||||||
| 3. | Advisory approval of our executive compensation. | Management | For | For | For | ||||||||||||
| 4. | Approval of our consolidated balance sheet at December 31, 2022; our consolidated statement of income for the year ended December 31, 2022; and the declarations of dividends by our Board of Directors in 2022, as reflected in our 2022 Annual Report to Shareholders. | Management | For | For | For | ||||||||||||
| 5. | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for 2023. | Management | For | For | For | ||||||||||||
| SYNOPSYS, INC. | |||||||||||||||||
| Security | 871607107 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | SNPS | Meeting Date | 12-Apr-2023 | ||||||||||||||
| ISIN | US8716071076 | Agenda | 935768599 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Aart J. de Geus | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: Luis Borgen | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Marc N. Casper | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: Janice D. Chaffin | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: Bruce R. Chizen | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Mercedes Johnson | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Jeannine P. Sargent | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: John G. Schwarz | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: Roy Vallee | Management | For | For | For | ||||||||||||
| 2. | To approve our 2006 Employee Equity Incentive Plan, as amended, in order to, among other items, increase the number of shares available for issuance under the plan by 3,300,000 shares. | Management | For | For | For | ||||||||||||
| 3. | To approve, on an advisory basis, the frequency of an advisory vote on the compensation of our named executive officers. | Management | 1 Year | 1 Year | For | ||||||||||||
| 4. | To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement. | Management | For | For | For | ||||||||||||
| 5. | To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 28, 2023. | Management | For | For | For | ||||||||||||
| 6. | To vote on a stockholder proposal regarding special stockholder meetings, if properly presented at the meeting. | Shareholder | For | Against | Against | ||||||||||||
| FERRARI, NV | |||||||||||||||||
| Security | N3167Y103 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | RACE | Meeting Date | 14-Apr-2023 | ||||||||||||||
| ISIN | NL0011585146 | Agenda | 935777219 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 2c. | Remuneration Report 2022 (advisory vote) | Management | For | For | For | ||||||||||||
| 2d. | Adoption of the 2022 Annual Accounts | Management | For | For | For | ||||||||||||
| 2e. | Determination and distribution of dividend | Management | For | For | For | ||||||||||||
| 2f. | Granting of discharge to the directors in respect of the performance of their duties during the financial year 2022 | Management | For | For | For | ||||||||||||
| 3a. | Re-appointment of John Elkann (executive director) | Management | For | For | For | ||||||||||||
| 3b. | Re-appointment of Benedetto Vigna (executive director) | Management | For | For | For | ||||||||||||
| 3c. | Re-appointment of Piero Ferrari (non- executive director) | Management | For | For | For | ||||||||||||
| 3d. | Re-appointment of Delphine Arnault (non- executive director) | Management | For | For | For | ||||||||||||
| 3e. | Re-appointment of Francesca Bellettini (non-executive director) | Management | For | For | For | ||||||||||||
| 3f. | Re-appointment of Eduardo H. Cue (non- executive director) | Management | For | For | For | ||||||||||||
| 3g. | Re-appointment of Sergio Duca (non- executive director) | Management | For | For | For | ||||||||||||
| 3h. | Re-appointment of John Galantic (non- executive director) | Management | For | For | For | ||||||||||||
| 3i. | Re-appointment of Maria Patrizia Grieco (non-executive director) | Management | For | For | For | ||||||||||||
| 3j. | Re-appointment of Adam Keswick (non- executive director) | Management | For | For | For | ||||||||||||
| 3k. | Appointment of Michelangelo Volpi (non- executive director) | Management | For | For | For | ||||||||||||
| 4.1 | Proposal to designate the Board of Directors as the corporate body authorized to issue common shares and to grant rights to subscribe for common shares as provided for in article 6 of the Company's articles of association | Management | For | For | For | ||||||||||||
| 4.2 | Proposal to designate the Board of Directors as the corporate body authorized to limit or to exclude pre-emption rights for common shares as provided for in article 7 of the Company's articles of association | Management | For | For | For | ||||||||||||
| 5. | Delegation to the Board of Directors of the authority to acquire common shares in the capital of the Company - Proposal to authorize the Board of Directors to acquire fully paid-up common shares in the Company's own share capital as specified in article 8 of the Company's articles of association | Management | For | For | For | ||||||||||||
| 6. | Approval of awards to the executive directors - Proposal to approve the proposed award of (rights to subscribe for) common shares in the capital of the Company to the executive directors in accordance with article 14.6 of the Company's articles of association and Dutch law | Management | For | For | For | ||||||||||||
| FERRARI, NV | |||||||||||||||||
| Security | N3167Y103 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | RACE | Meeting Date | 14-Apr-2023 | ||||||||||||||
| ISIN | NL0011585146 | Agenda | 935792398 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 2c. | Remuneration Report 2022 (advisory vote) | Management | For | For | For | ||||||||||||
| 2d. | Adoption of the 2022 Annual Accounts | Management | For | For | For | ||||||||||||
| 2e. | Determination and distribution of dividend | Management | For | For | For | ||||||||||||
| 2f. | Granting of discharge to the directors in respect of the performance of their duties during the financial year 2022 | Management | For | For | For | ||||||||||||
| 3a. | Re-appointment of John Elkann (executive director) | Management | For | For | For | ||||||||||||
| 3b. | Re-appointment of Benedetto Vigna (executive director) | Management | For | For | For | ||||||||||||
| 3c. | Re-appointment of Piero Ferrari (non- executive director) | Management | For | For | For | ||||||||||||
| 3d. | Re-appointment of Delphine Arnault (non- executive director) | Management | For | For | For | ||||||||||||
| 3e. | Re-appointment of Francesca Bellettini (non-executive director) | Management | For | For | For | ||||||||||||
| 3f. | Re-appointment of Eduardo H. Cue (non- executive director) | Management | For | For | For | ||||||||||||
| 3g. | Re-appointment of Sergio Duca (non- executive director) | Management | For | For | For | ||||||||||||
| 3h. | Re-appointment of John Galantic (non- executive director) | Management | For | For | For | ||||||||||||
| 3i. | Re-appointment of Maria Patrizia Grieco (non-executive director) | Management | For | For | For | ||||||||||||
| 3j. | Re-appointment of Adam Keswick (non- executive director) | Management | For | For | For | ||||||||||||
| 3k. | Appointment of Michelangelo Volpi (non- executive director) | Management | For | For | For | ||||||||||||
| 4.1 | Proposal to designate the Board of Directors as the corporate body authorized to issue common shares and to grant rights to subscribe for common shares as provided for in article 6 of the Company's articles of association | Management | For | For | For | ||||||||||||
| 4.2 | Proposal to designate the Board of Directors as the corporate body authorized to limit or to exclude pre-emption rights for common shares as provided for in article 7 of the Company's articles of association | Management | For | For | For | ||||||||||||
| 5. | Delegation to the Board of Directors of the authority to acquire common shares in the capital of the Company - Proposal to authorize the Board of Directors to acquire fully paid-up common shares in the Company's own share capital as specified in article 8 of the Company's articles of association | Management | For | For | For | ||||||||||||
| 6. | Approval of awards to the executive directors - Proposal to approve the proposed award of (rights to subscribe for) common shares in the capital of the Company to the executive directors in accordance with article 14.6 of the Company's articles of association and Dutch law | Management | For | For | For | ||||||||||||
| THE BOEING COMPANY | |||||||||||||||||
| Security | 097023105 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | BA | Meeting Date | 18-Apr-2023 | ||||||||||||||
| ISIN | US0970231058 | Agenda | 935770063 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Robert A. Bradway | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: David L. Calhoun | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Lynne M. Doughtie | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: David L. Gitlin | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: Lynn J. Good | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Stayce D. Harris | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Akhil Johri | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: David L. Joyce | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: Lawrence W. Kellner | Management | For | For | For | ||||||||||||
| 1j. | Election of Director: Steven M. Mollenkopf | Management | For | For | For | ||||||||||||
| 1k. | Election of Director: John M. Richardson | Management | For | For | For | ||||||||||||
| 1l. | Election of Director: Sabrina Soussan | Management | For | For | For | ||||||||||||
| 1m. | Election of Director: Ronald A. Williams | Management | For | For | For | ||||||||||||
| 2. | Approve, on an Advisory Basis, Named Executive Officer Compensation. | Management | For | For | For | ||||||||||||
| 3. | Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation. | Management | 1 Year | 1 Year | For | ||||||||||||
| 4. | Approve The Boeing Company 2023 Incentive Stock Plan. | Management | For | For | For | ||||||||||||
| 5. | Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2023. | Management | For | For | For | ||||||||||||
| 6. | China Report. | Shareholder | Against | Against | For | ||||||||||||
| 7. | Report on Lobbying Activities. | Shareholder | Against | Against | For | ||||||||||||
| 8. | Report on Climate Lobbying. | Shareholder | For | Against | Against | ||||||||||||
| 9. | Pay Equity Disclosure. | Shareholder | For | Against | Against | ||||||||||||
| MOODY'S CORPORATION | |||||||||||||||||
| Security | 615369105 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | MCO | Meeting Date | 18-Apr-2023 | ||||||||||||||
| ISIN | US6153691059 | Agenda | 935773386 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Jorge A. Bermudez | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: Thérèse Esperdy | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Robert Fauber | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: Vincent A. Forlenza | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: Kathryn M. Hill | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Lloyd W. Howell, Jr. | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Jose M. Minaya | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: Leslie F. Seidman | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: Zig Serafin | Management | For | For | For | ||||||||||||
| 1j. | Election of Director: Bruce Van Saun | Management | For | For | For | ||||||||||||
| 2. | Approval of the Amended and Restated 2001 Moody's Corporation Key Employees' Stock Incentive Plan. | Management | For | For | For | ||||||||||||
| 3. | Ratification of the appointment of KPMG LLP as independent registered public accounting firm of the Company for 2023. | Management | For | For | For | ||||||||||||
| 4. | Advisory resolution approving executive compensation. | Management | For | For | For | ||||||||||||
| 5. | Advisory resolution on the frequency of future advisory resolutions approving executive compensation. | Management | 1 Year | 1 Year | For | ||||||||||||
| HUMANA INC. | |||||||||||||||||
| Security | 444859102 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | HUM | Meeting Date | 20-Apr-2023 | ||||||||||||||
| ISIN | US4448591028 | Agenda | 935775467 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a) | Election of Director: Raquel C. Bono, M.D. | Management | For | For | For | ||||||||||||
| 1b) | Election of Director: Bruce D. Broussard | Management | For | For | For | ||||||||||||
| 1c) | Election of Director: Frank A. D'Amelio | Management | For | For | For | ||||||||||||
| 1d) | Election of Director: David T. Feinberg, M.D. | Management | For | For | For | ||||||||||||
| 1e) | Election of Director: Wayne A. I. Frederick, M.D. | Management | For | For | For | ||||||||||||
| 1f) | Election of Director: John W. Garratt | Management | For | For | For | ||||||||||||
| 1g) | Election of Director: Kurt J. Hilzinger | Management | For | For | For | ||||||||||||
| 1h) | Election of Director: Karen W. Katz | Management | For | For | For | ||||||||||||
| 1i) | Election of Director: Marcy S. Klevorn | Management | For | For | For | ||||||||||||
| 1j) | Election of Director: William J. McDonald | Management | For | For | For | ||||||||||||
| 1k) | Election of Director: Jorge S. Mesquita | Management | For | For | For | ||||||||||||
| 1l) | Election of Director: Brad D. Smith | Management | For | For | For | ||||||||||||
| 2. | The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm. | Management | For | For | For | ||||||||||||
| 3. | Non-binding advisory vote for the approval of the compensation of the named executive officers as disclosed in the 2023 proxy statement. | Management | For | For | For | ||||||||||||
| 4. | Non-binding advisory vote for the approval of the frequency with which future stockholder votes on the compensation of the named executive officers will be held. | Management | 1 Year | 1 Year | For | ||||||||||||
| BANK OF AMERICA CORPORATION | |||||||||||||||||
| Security | 060505104 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | BAC | Meeting Date | 25-Apr-2023 | ||||||||||||||
| ISIN | US0605051046 | Agenda | 935779782 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Sharon L. Allen | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: José (Joe) E. Almeida | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Frank P. Bramble, Sr. | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: Pierre J. P. de Weck | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: Arnold W. Donald | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Linda P. Hudson | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Monica C. Lozano | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: Brian T. Moynihan | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: Lionel L. Nowell III | Management | For | For | For | ||||||||||||
| 1j. | Election of Director: Denise L. Ramos | Management | For | For | For | ||||||||||||
| 1k. | Election of Director: Clayton S. Rose | Management | For | For | For | ||||||||||||
| 1l. | Election of Director: Michael D. White | Management | For | For | For | ||||||||||||
| 1m. | Election of Director: Thomas D. Woods | Management | For | For | For | ||||||||||||
| 1n. | Election of Director: Maria T. Zuber | Management | For | For | For | ||||||||||||
| 2. | Approving our executive compensation (an advisory, non-binding "Say on Pay" resolution) | Management | Against | For | Against | ||||||||||||
| 3. | A vote on the frequency of future "Say on Pay" resolutions (an advisory, non-binding "Say on Frequency" resolution) | Management | 1 Year | 1 Year | For | ||||||||||||
| 4. | Ratifying the appointment of our independent registered public accounting firm for 2023 | Management | For | For | For | ||||||||||||
| 5. | Amending and restating the Bank of America Corporation Equity Plan | Management | For | For | For | ||||||||||||
| 6. | Shareholder proposal requesting an independent board chair | Shareholder | Against | Against | For | ||||||||||||
| 7. | Shareholder proposal requesting shareholder ratification of termination pay | Shareholder | Against | Against | For | ||||||||||||
| 8. | Shareholder proposal requesting greenhouse gas reduction targets | Shareholder | Against | Against | For | ||||||||||||
| 9. | Shareholder proposal requesting report on transition planning | Shareholder | Against | Against | For | ||||||||||||
| 10. | Shareholder proposal requesting adoption of policy to cease financing new fossil fuel supplies | Shareholder | Against | Against | For | ||||||||||||
| 11. | Shareholder proposal requesting a racial equity audit | Shareholder | For | Against | Against | ||||||||||||
| CULLEN/FROST BANKERS, INC. | |||||||||||||||||
| Security | 229899109 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | CFR | Meeting Date | 26-Apr-2023 | ||||||||||||||
| ISIN | US2298991090 | Agenda | 935775758 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director to serve for a one-year term expire at the 2024 Annual Meeting: Carlos Alvarez | Management | For | For | For | ||||||||||||
| 1b. | Election of Director to serve for a one-year term expire at the 2024 Annual Meeting: Chris M. Avery | Management | For | For | For | ||||||||||||
| 1c. | Election of Director to serve for a one-year term expire at the 2024 Annual Meeting: Anthony R. Chase | Management | For | For | For | ||||||||||||
| 1d. | Election of Director to serve for a one-year term expire at the 2024 Annual Meeting: Cynthia J. Comparin | Management | For | For | For | ||||||||||||
| 1e. | Election of Director to serve for a one-year term expire at the 2024 Annual Meeting: Samuel G. Dawson | Management | For | For | For | ||||||||||||
| 1f. | Election of Director to serve for a one-year term expire at the 2024 Annual Meeting: Crawford H. Edwards | Management | For | For | For | ||||||||||||
| 1g. | Election of Director to serve for a one-year term expire at the 2024 Annual Meeting: Patrick B. Frost | Management | For | For | For | ||||||||||||
| 1h. | Election of Director to serve for a one-year term expire at the 2024 Annual Meeting: Phillip D. Green | Management | For | For | For | ||||||||||||
| 1i. | Election of Director to serve for a one-year term expire at the 2024 Annual Meeting: David J. Haemisegger | Management | For | For | For | ||||||||||||
| 1j. | Election of Director to serve for a one-year term expire at the 2024 Annual Meeting: Charles W. Matthews | Management | For | For | For | ||||||||||||
| 1k. | Election of Director to serve for a one-year term expire at the 2024 Annual Meeting: Joseph A. Pierce | Management | For | For | For | ||||||||||||
| 1l. | Election of Director to serve for a one-year term expire at the 2024 Annual Meeting: Linda B. Rutherford | Management | For | For | For | ||||||||||||
| 1m. | Election of Director to serve for a one-year term expire at the 2024 Annual Meeting: Jack Willome | Management | For | For | For | ||||||||||||
| 2. | To provide nonbinding approval of executive compensation. | Management | For | For | For | ||||||||||||
| 3. | To provide a nonbinding selection of the frequency of future votes on executive compensation. | Management | 1 Year | 1 Year | For | ||||||||||||
| 4. | To ratify the selection of Ernst & Young LLP to act as independent auditors of Cullen/Frost for the fiscal year that began January 1, 2023. | Management | For | For | For | ||||||||||||
| CALLON PETROLEUM COMPANY | |||||||||||||||||
| Security | 13123X508 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | CPE | Meeting Date | 26-Apr-2023 | ||||||||||||||
| ISIN | US13123X5086 | Agenda | 935776077 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1. | DIRECTOR | Management | |||||||||||||||
| 1 | Matthew R. Bob | For | For | For | |||||||||||||
| 2 | James E. Craddock | For | For | For | |||||||||||||
| 3 | Anthony J. Nocchiero | For | For | For | |||||||||||||
| 2. | The approval, by non-binding advisory vote, of the compensation of our named executive officers. | Management | For | For | For | ||||||||||||
| 3. | Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. | Management | 1 Year | 1 Year | For | ||||||||||||
| 4. | The ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | For | ||||||||||||
| ASML HOLDINGS N.V. | |||||||||||||||||
| Security | N07059210 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | ASML | Meeting Date | 26-Apr-2023 | ||||||||||||||
| ISIN | USN070592100 | Agenda | 935815932 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 3a | Advisory vote on the remuneration report for the Board of Management and the Supervisory Board for the financial year 2022 | Management | For | For | For | ||||||||||||
| 3b | Proposal to adopt the financial statements of the Company for the financial year 2022, as prepared in accordance with Dutch law | Management | For | For | For | ||||||||||||
| 3d | Proposal to adopt a dividend in respect of the financial year 2022 | Management | For | For | For | ||||||||||||
| 4a | Proposal to discharge the members of the Board of Management from liability for their responsibilities in the financial year 2022 | Management | For | For | For | ||||||||||||
| 4b | Proposal to discharge the members of the Supervisory Board from liability for their responsibilities in the financial year 2022 | Management | For | For | For | ||||||||||||
| 5 | Proposal to approve the number of shares for the Board of Management | Management | For | For | For | ||||||||||||
| 6a | Proposal to amend the Remuneration Policy for the Supervisory Board | Management | For | For | For | ||||||||||||
| 6b | Proposal to amend the remuneration of the members of the Supervisory Board | Management | For | For | For | ||||||||||||
| 8a | Proposal to appoint Mr. N.S. Andersen as a member of the Supervisory Board | Management | For | For | For | ||||||||||||
| 8b | Proposal to appoint Mr. J.P. de Kreij as a member of the Supervisory Board | Management | For | For | For | ||||||||||||
| 9 | Proposal to appoint PricewaterhouseCoopers Accountants N.V. as external auditor for the reporting year 2025, in light of the mandatory external auditor rotation | Management | For | For | For | ||||||||||||
| 10a | Authorization to issue ordinary shares or grant rights to subscribe for ordinary shares up to 5% for general purposes and up to 5% in connection with or on the occasion of mergers, acquisitions and/or (strategic) alliances | Management | For | For | For | ||||||||||||
| 10b | Authorization of the Board of Management to restrict or exclude pre-emption rights in connection with the authorizations referred to in item 10 a) | Management | For | For | For | ||||||||||||
| 11 | Proposal to authorize the Board of Management to repurchase ordinary shares up to 10% of the issued share capital | Management | For | For | For | ||||||||||||
| 12 | Proposal to cancel ordinary shares | Management | For | For | For | ||||||||||||
| FMC CORPORATION | |||||||||||||||||
| Security | 302491303 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | FMC | Meeting Date | 27-Apr-2023 | ||||||||||||||
| ISIN | US3024913036 | Agenda | 935776584 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director to serve for a one-year term expiring in 2024: Pierre Brondeau | Management | For | For | For | ||||||||||||
| 1b. | Election of Director to serve for a one-year term expiring in 2024: Eduardo E. Cordeiro | Management | For | For | For | ||||||||||||
| 1c. | Election of Director to serve for a one-year term expiring in 2024: Carol Anthony (John) Davidson | Management | For | For | For | ||||||||||||
| 1d. | Election of Director to serve for a one-year term expiring in 2024: Mark Douglas | Management | For | For | For | ||||||||||||
| 1e. | Election of Director to serve for a one-year term expiring in 2024: Kathy L. Fortmann | Management | For | For | For | ||||||||||||
| 1f. | Election of Director to serve for a one-year term expiring in 2024: C. Scott Greer | Management | For | For | For | ||||||||||||
| 1g. | Election of Director to serve for a one-year term expiring in 2024: K'Lynne Johnson | Management | For | For | For | ||||||||||||
| 1h. | Election of Director to serve for a one-year term expiring in 2024: Dirk A. Kempthorne | Management | For | For | For | ||||||||||||
| 1i | Election of Director to serve for a one-year term expiring in 2024: Margareth Øvrum | Management | For | For | For | ||||||||||||
| 1j. | Election of Director to serve for a one-year term expiring in 2024: Robert C. Pallash | Management | For | For | For | ||||||||||||
| 2. | Ratification of the appointment of independent registered public accounting firm. | Management | For | For | For | ||||||||||||
| 3. | Approval of the FMC Corporation 2023 Incentive Stock Plan. | Management | For | For | For | ||||||||||||
| 4. | Approval, by non-binding vote, of executive compensation. | Management | For | For | For | ||||||||||||
| 5. | Recommendation, by non-binding vote, on the frequency of executive compensation voting. | Management | 1 Year | 1 Year | For | ||||||||||||
| INTUITIVE SURGICAL, INC. | |||||||||||||||||
| Security | 46120E602 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | ISRG | Meeting Date | 27-Apr-2023 | ||||||||||||||
| ISIN | US46120E6023 | Agenda | 935779744 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Craig H. Barratt, Ph.D. | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: Joseph C. Beery | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Gary S. Guthart, Ph.D. | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: Amal M. Johnson | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: Don R. Kania, Ph.D. | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Amy L. Ladd, M.D. | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Keith R. Leonard, Jr. | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: Alan J. Levy, Ph.D. | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: Jami Dover Nachtsheim | Management | For | For | For | ||||||||||||
| 1j. | Election of Director: Monica P. Reed, M.D. | Management | For | For | For | ||||||||||||
| 1k. | Election of Director: Mark J. Rubash | Management | For | For | For | ||||||||||||
| 2. | To approve, by advisory vote, the compensation of the Company's Named Executive Officers | Management | For | For | For | ||||||||||||
| 3. | To approve, by advisory vote, the frequency of the advisory vote on the compensation of the Company's Named Executive Officers. | Management | 1 Year | 1 Year | For | ||||||||||||
| 4. | The ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | For | ||||||||||||
| 5. | The stockholder proposal regarding pay equity disclosure. | Shareholder | Against | Against | For | ||||||||||||
| PHILIP MORRIS INTERNATIONAL INC. | |||||||||||||||||
| Security | 718172109 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | PM | Meeting Date | 03-May-2023 | ||||||||||||||
| ISIN | US7181721090 | Agenda | 935785040 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Brant Bonin Bough | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: André Calantzopoulos | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Michel Combes | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: Juan José Daboub | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: Werner Geissler | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Lisa A. Hook | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Jun Makihara | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: Kalpana Morparia | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: Jacek Olczak | Management | For | For | For | ||||||||||||
| 1j. | Election of Director: Robert B. Polet | Management | For | For | For | ||||||||||||
| 1k. | Election of Director: Dessislava Temperley | Management | For | For | For | ||||||||||||
| 1l. | Election of Director: Shlomo Yanai | Management | For | For | For | ||||||||||||
| 2. | Advisory Vote Approving Executive Compensation | Management | For | For | For | ||||||||||||
| 3. | Advisory Vote on the Frequency of Future Say-On-Pay Votes, with the Board of Directors Recommending a Say-On-Pay Vote | Management | 1 Year | 1 Year | For | ||||||||||||
| 4. | Ratification of the Selection of Independent Auditors | Management | For | For | For | ||||||||||||
| 5. | Shareholder Proposal to make nicotine level information available to customers and begin reducing nicotine levels | Shareholder | Against | Against | For | ||||||||||||
| METTLER-TOLEDO INTERNATIONAL INC. | |||||||||||||||||
| Security | 592688105 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | MTD | Meeting Date | 04-May-2023 | ||||||||||||||
| ISIN | US5926881054 | Agenda | 935778449 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1.1 | Election of Director: Robert F. Spoerry | Management | For | For | For | ||||||||||||
| 1.2 | Election of Director: Roland Diggelmann | Management | For | For | For | ||||||||||||
| 1.3 | Election of Director: Domitille Doat-Le Bigot | Management | For | For | For | ||||||||||||
| 1.4 | Election of Director: Elisha W. Finney | Management | For | For | For | ||||||||||||
| 1.5 | Election of Director: Richard Francis | Management | For | For | For | ||||||||||||
| 1.6 | Election of Director: Michael A. Kelly | Management | For | For | For | ||||||||||||
| 1.7 | Election of Director: Thomas P. Salice | Management | For | For | For | ||||||||||||
| 1.8 | Election of Director: Ingrid Zhang | Management | For | For | For | ||||||||||||
| 2. | RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | Management | For | For | For | ||||||||||||
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | Management | For | For | For | ||||||||||||
| 4 | ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION | Management | 1 Year | 1 Year | For | ||||||||||||
| AMETEK, INC. | |||||||||||||||||
| Security | 031100100 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | AME | Meeting Date | 04-May-2023 | ||||||||||||||
| ISIN | US0311001004 | Agenda | 935782068 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director for a term of three years: Thomas A. Amato | Management | For | For | For | ||||||||||||
| 1b. | Election of Director for a term of three years: Anthony J. Conti | Management | For | For | For | ||||||||||||
| 1c. | Election of Director for a term of three years: Gretchen W. McClain | Management | For | For | For | ||||||||||||
| 2. | Approval, by advisory vote, of the compensation of AMETEK, Inc.'s named executive officers. | Management | For | For | For | ||||||||||||
| 3. | Cast an advisory vote on the frequency of future advisory votes on executive compensation. | Management | 1 Year | 1 Year | For | ||||||||||||
| 4. | Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for 2023. | Management | For | For | For | ||||||||||||
| ECOLAB INC. | |||||||||||||||||
| Security | 278865100 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | ECL | Meeting Date | 04-May-2023 | ||||||||||||||
| ISIN | US2788651006 | Agenda | 935783298 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Shari L. Ballard | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: Barbara J. Beck | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Christophe Beck | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: Jeffrey M. Ettinger | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: Eric M. Green | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Arthur J. Higgins | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Michael Larson | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: David W. MacLennan | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: Tracy B. McKibben | Management | For | For | For | ||||||||||||
| 1j. | Election of Director: Lionel L. Nowell III | Management | For | For | For | ||||||||||||
| 1k. | Election of Director: Victoria J. Reich | Management | For | For | For | ||||||||||||
| 1l. | Election of Director: Suzanne M. Vautrinot | Management | For | For | For | ||||||||||||
| 1m. | Election of Director: John J. Zillmer | Management | For | For | For | ||||||||||||
| 2. | Ratify the appointment of PricewaterhouseCoopers LLP as Ecolab's independent registered public accounting firm for the current year ending December 31, 2023. | Management | For | For | For | ||||||||||||
| 3. | Approve the Ecolab Inc. 2023 Stock Incentive Plan. | Management | For | For | For | ||||||||||||
| 4. | Approve an Amendment to the Ecolab Inc. Stock Purchase Plan. | Management | For | For | For | ||||||||||||
| 5. | Approve, on an advisory basis, the compensation of our named executive officers disclosed in the Proxy Statement. | Management | For | For | For | ||||||||||||
| 6. | Vote, on an advisory basis, on the frequency of future stockholder advisory votes to approve named executive officer compensation. | Management | 1 Year | 1 Year | For | ||||||||||||
| 7. | Vote on a stockholder proposal regarding an independent board chair policy, if properly presented. | Shareholder | Against | Against | For | ||||||||||||
| SIMON PROPERTY GROUP, INC. | |||||||||||||||||
| Security | 828806109 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | SPG | Meeting Date | 04-May-2023 | ||||||||||||||
| ISIN | US8288061091 | Agenda | 935790736 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1A. | Election of Director: Glyn F. Aeppel | Management | For | For | For | ||||||||||||
| 1B. | Election of Director: Larry C. Glasscock | Management | For | For | For | ||||||||||||
| 1C. | Election of Director: Allan Hubbard | Management | For | For | For | ||||||||||||
| 1D. | Election of Director: Reuben S. Leibowitz | Management | For | For | For | ||||||||||||
| 1E. | Election of Director: Randall J. Lewis | Management | For | For | For | ||||||||||||
| 1F. | Election of Director: Gary M. Rodkin | Management | For | For | For | ||||||||||||
| 1G. | Election of Director: Peggy Fang Roe | Management | For | For | For | ||||||||||||
| 1H. | Election of Director: Stefan M. Selig | Management | For | For | For | ||||||||||||
| 1I. | Election of Director: Daniel C. Smith, Ph.D. | Management | For | For | For | ||||||||||||
| 1J. | Election of Director: Marta R. Stewart | Management | For | For | For | ||||||||||||
| 2. | Advisory Vote to Approve the Compensation of our Named Executive Officers. | Management | Against | For | Against | ||||||||||||
| 3. | Ratify the appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2023. | Management | For | For | For | ||||||||||||
| 4. | Advisory Vote on the frequency of executive compensation advisory votes. | Management | 1 Year | 1 Year | For | ||||||||||||
| VULCAN MATERIALS COMPANY | |||||||||||||||||
| Security | 929160109 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | VMC | Meeting Date | 12-May-2023 | ||||||||||||||
| ISIN | US9291601097 | Agenda | 935788200 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Melissa H. Anderson | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: O. B. Grayson Hall, Jr. | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Lydia H. Kennard | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: James T. Prokopanko | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: George Willis | Management | For | For | For | ||||||||||||
| 2. | Approval, on an advisory basis, of the compensation of our named executive officers. | Management | For | For | For | ||||||||||||
| 3. | Advisory vote on the frequency of future advisory votes on executive compensation. | Management | 1 Year | 1 Year | For | ||||||||||||
| 4. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023. | Management | For | For | For | ||||||||||||
| ADVANCED MICRO DEVICES, INC. | |||||||||||||||||
| Security | 007903107 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | AMD | Meeting Date | 18-May-2023 | ||||||||||||||
| ISIN | US0079031078 | Agenda | 935797728 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Nora M. Denzel | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: Mark Durcan | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Michael P. Gregoire | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: Joseph A. Householder | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: John W. Marren | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Jon A. Olson | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Lisa T. Su | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: Abhi Y. Talwalkar | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: Elizabeth W. Vanderslice | Management | For | For | For | ||||||||||||
| 2. | Approve of the Advanced Micro Devices, Inc. 2023 Equity Incentive Plan. | Management | For | For | For | ||||||||||||
| 3. | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year. | Management | For | For | For | ||||||||||||
| 4. | Advisory vote to approve the executive compensation of our named executive officers. | Management | Against | For | Against | ||||||||||||
| 5. | Advisory vote on the frequency of future advisory votes on executive compensation. | Management | 1 Year | 1 Year | For | ||||||||||||
| DEXCOM, INC. | |||||||||||||||||
| Security | 252131107 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | DXCM | Meeting Date | 18-May-2023 | ||||||||||||||
| ISIN | US2521311074 | Agenda | 935809395 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1.1 | Election of Director to hold office until our 2024 Annual Meeting: Steven R. Altman | Management | For | For | For | ||||||||||||
| 1.2 | Election of Director to hold office until our 2024 Annual Meeting: Richard A. Collins | Management | For | For | For | ||||||||||||
| 1.3 | Election of Director to hold office until our 2024 Annual Meeting: Karen Dahut | Management | For | For | For | ||||||||||||
| 1.4 | Election of Director to hold office until our 2024 Annual Meeting: Mark G. Foletta | Management | For | For | For | ||||||||||||
| 1.5 | Election of Director to hold office until our 2024 Annual Meeting: Barbara E. Kahn | Management | For | For | For | ||||||||||||
| 1.6 | Election of Director to hold office until our 2024 Annual Meeting: Kyle Malady | Management | For | For | For | ||||||||||||
| 1.7 | Election of Director to hold office until our 2024 Annual Meeting: Eric J. Topol, M.D. | Management | For | For | For | ||||||||||||
| 2. | To ratify the selection by the Audit Committee of our Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | For | ||||||||||||
| 3. | To hold a non-binding vote on an advisory resolution to approve executive compensation. | Management | For | For | For | ||||||||||||
| 4. | To recommend a non-binding advisory resolution on the frequency of stockholder votes on executive compensation. | Management | 1 Year | 1 Year | For | ||||||||||||
| 5. | To hold a non-binding vote on pay equity disclosure. | Management | Against | Against | For | ||||||||||||
| THERMO FISHER SCIENTIFIC INC. | |||||||||||||||||
| Security | 883556102 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | TMO | Meeting Date | 24-May-2023 | ||||||||||||||
| ISIN | US8835561023 | Agenda | 935803709 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Marc N. Casper | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: Nelson J. Chai | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Ruby R. Chandy | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: C. Martin Harris | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: Tyler Jacks | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: R. Alexandra Keith | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: James C. Mullen | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: Lars R. Sørensen | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: Debora L. Spar | Management | For | For | For | ||||||||||||
| 1j. | Election of Director: Scott M. Sperling | Management | For | For | For | ||||||||||||
| 1k. | Election of Director: Dion J. Weisler | Management | For | For | For | ||||||||||||
| 2. | An advisory vote to approve named executive officer compensation. | Management | Against | For | Against | ||||||||||||
| 3. | An advisory vote on the frequency of future named executive officer advisory votes. | Management | 1 Year | 1 Year | For | ||||||||||||
| 4. | Ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as the Company's independent auditors for 2023. | Management | For | For | For | ||||||||||||
| 5. | Approval of the Company's Amended and Restated 2013 Stock Incentive Plan. | Management | For | For | For | ||||||||||||
| 6. | Approval of the Company's 2023 Global Employee Stock Purchase Plan. | Management | For | For | For | ||||||||||||
| PAYPAL HOLDINGS, INC. | |||||||||||||||||
| Security | 70450Y103 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | PYPL | Meeting Date | 24-May-2023 | ||||||||||||||
| ISIN | US70450Y1038 | Agenda | 935821036 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Rodney C. Adkins | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: Jonathan Christodoro | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: John J. Donahoe | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: David W. Dorman | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: Belinda J. Johnson | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Enrique Lores | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Gail J. McGovern | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: Deborah M. Messemer | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: David M. Moffett | Management | For | For | For | ||||||||||||
| 1j. | Election of Director: Ann M. Sarnoff | Management | For | For | For | ||||||||||||
| 1k. | Election of Director: Daniel H. Schulman | Management | For | For | For | ||||||||||||
| 1l. | Election of Director: Frank D. Yeary | Management | For | For | For | ||||||||||||
| 2. | Advisory Vote to Approve Named Executive Officer Compensation. | Management | Against | For | Against | ||||||||||||
| 3. | Approval of the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as Amended and Restated. | Management | For | For | For | ||||||||||||
| 4. | Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Auditor for 2023. | Management | For | For | For | ||||||||||||
| 5. | Stockholder Proposal - Provision of Services in Conflict Zones. | Shareholder | Against | Against | For | ||||||||||||
| 6. | Stockholder Proposal - Reproductive Rights and Data Privacy. | Shareholder | Against | Against | For | ||||||||||||
| 7. | Stockholder Proposal - PayPal Transparency Reports. | Shareholder | Abstain | Against | Against | ||||||||||||
| 8. | Stockholder Proposal - Report on Ensuring Respect for Civil Liberties. | Shareholder | Against | Against | For | ||||||||||||
| 9. | Stockholder Proposal - Adopt Majority Vote Standard for Director Elections. | Shareholder | For | Against | Against | ||||||||||||
| AMAZON.COM, INC. | |||||||||||||||||
| Security | 023135106 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | AMZN | Meeting Date | 24-May-2023 | ||||||||||||||
| ISIN | US0231351067 | Agenda | 935825452 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Jeffrey P. Bezos | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: Andrew R. Jassy | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Keith B. Alexander | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: Edith W. Cooper | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: Jamie S. Gorelick | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Daniel P. Huttenlocher | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Judith A. McGrath | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: Indra K. Nooyi | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: Jonathan J. Rubinstein | Management | For | For | For | ||||||||||||
| 1j. | Election of Director: Patricia Q. Stonesifer | Management | For | For | For | ||||||||||||
| 1k. | Election of Director: Wendell P. Weeks | Management | For | For | For | ||||||||||||
| 2. | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS | Management | For | For | For | ||||||||||||
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | Management | Against | For | Against | ||||||||||||
| 4. | ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | Management | 1 Year | 1 Year | For | ||||||||||||
| 5. | REAPPROVAL OF OUR 1997 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR PURPOSES OF FRENCH TAX LAW | Management | Against | For | Against | ||||||||||||
| 6. | SHAREHOLDER PROPOSAL REQUESTING A REPORT ON RETIREMENT PLAN OPTIONS | Shareholder | Against | Against | For | ||||||||||||
| 7. | SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CUSTOMER DUE DILIGENCE | Shareholder | For | Against | Against | ||||||||||||
| 8. | SHAREHOLDER PROPOSAL REQUESTING REPORTING ON CONTENT AND PRODUCT REMOVAL/RESTRICTIONS | Shareholder | Against | Against | For | ||||||||||||
| 9. | SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CONTENT REMOVAL REQUESTS | Shareholder | Against | Against | For | ||||||||||||
| 10. | SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON STAKEHOLDER IMPACTS | Shareholder | For | Against | Against | ||||||||||||
| 11. | SHAREHOLDER PROPOSAL REQUESTING ALTERNATIVE TAX REPORTING | Shareholder | For | Against | Against | ||||||||||||
| 12. | SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON CLIMATE LOBBYING | Shareholder | Against | Against | For | ||||||||||||
| 13. | SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON GENDER/RACIAL PAY | Shareholder | Against | Against | For | ||||||||||||
| 14. | SHAREHOLDER PROPOSAL REQUESTING AN ANALYSIS OF COSTS ASSOCIATED WITH DIVERSITY, EQUITY, AND INCLUSION PROGRAMS | Shareholder | Against | Against | For | ||||||||||||
| 15. | SHAREHOLDER PROPOSAL REQUESTING AN AMENDMENT TO OUR BYLAWS TO REQUIRE SHAREHOLDER APPROVAL FOR CERTAIN FUTURE AMENDMENTS | Shareholder | For | Against | Against | ||||||||||||
| 16. | SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON FREEDOM OF ASSOCIATION | Shareholder | For | Against | Against | ||||||||||||
| 17. | SHAREHOLDER PROPOSAL REQUESTING A NEW POLICY REGARDING OUR EXECUTIVE COMPENSATION PROCESS | Shareholder | Against | Against | For | ||||||||||||
| 18. | SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL REPORTING ON ANIMAL WELFARE STANDARDS | Shareholder | Against | Against | For | ||||||||||||
| 19. | SHAREHOLDER PROPOSAL REQUESTING AN ADDITIONAL BOARD COMMITTEE | Shareholder | Against | Against | For | ||||||||||||
| 20. | SHAREHOLDER PROPOSAL REQUESTING AN ALTERNATIVE DIRECTOR CANDIDATE POLICY | Shareholder | Against | Against | For | ||||||||||||
| 21. | SHAREHOLDER PROPOSAL REQUESTING A REPORT ON WAREHOUSE WORKING CONDITIONS | Shareholder | For | Against | Against | ||||||||||||
| 22. | SHAREHOLDER PROPOSAL REQUESTING A REPORT ON PACKAGING MATERIALS | Shareholder | Against | Against | For | ||||||||||||
| 23. | SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CUSTOMER USE OF CERTAIN TECHNOLOGIES | Shareholder | For | Against | Against | ||||||||||||
| NXP SEMICONDUCTORS N.V. | |||||||||||||||||
| Security | N6596X109 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | NXPI | Meeting Date | 24-May-2023 | ||||||||||||||
| ISIN | NL0009538784 | Agenda | 935858475 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1. | Adoption of the 2022 Statutory Annual Accounts | Management | For | For | For | ||||||||||||
| 2. | Discharge the members of the Company's Board of Directors (the "Board") for their responsibilities in the financial year ended December 31, 2022 | Management | For | For | For | ||||||||||||
| 3a. | Re-appoint Kurt Sievers as executive director | Management | For | For | For | ||||||||||||
| 3b. | Re-appoint Annette Clayton as non- executive director | Management | For | For | For | ||||||||||||
| 3c. | Re-appoint Anthony Foxx as non-executive director | Management | For | For | For | ||||||||||||
| 3d. | Re-appoint Chunyuan Gu as non-executive director | Management | For | For | For | ||||||||||||
| 3e. | Re-appoint Lena Olving as non-executive director | Management | For | For | For | ||||||||||||
| 3f. | Re-appoint Julie Southern as non-executive director | Management | For | For | For | ||||||||||||
| 3g. | Re-appoint Jasmin Staiblin as non- executive director | Management | For | For | For | ||||||||||||
| 3h. | Re-appoint Gregory Summe as non- executive director | Management | For | For | For | ||||||||||||
| 3i. | Re-appoint Karl-Henrik Sundström as non- executive director | Management | For | For | For | ||||||||||||
| 3j. | Appoint Moshe Gavrielov as non-executive director | Management | For | For | For | ||||||||||||
| 4. | Authorization of the Board to issue ordinary shares of the Company ("ordinary shares") and grant rights to acquire ordinary shares | Management | For | For | For | ||||||||||||
| 5. | Authorization of the Board to restrict or exclude preemption rights accruing in connection with an issue of shares or grant of rights | Management | For | For | For | ||||||||||||
| 6. | Authorization of the Board to repurchase ordinary shares | Management | For | For | For | ||||||||||||
| 7. | Authorization of the Board to cancel ordinary shares held or to be acquired by the Company | Management | For | For | For | ||||||||||||
| 8. | Re-appointment of Ernst & Young Accountants LLP as our independent auditors for the fiscal year ending December 31, 2023 | Management | For | For | For | ||||||||||||
| 9. | Non-binding, advisory vote to approve Named Executive Officer compensation | Management | For | For | For | ||||||||||||
| NORTHERN OIL AND GAS, INC. | |||||||||||||||||
| Security | 665531307 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | NOG | Meeting Date | 25-May-2023 | ||||||||||||||
| ISIN | US6655313079 | Agenda | 935817087 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1. | DIRECTOR | Management | |||||||||||||||
| 1 | Bahram Akradi | For | For | For | |||||||||||||
| 2 | Lisa Bromiley | For | For | For | |||||||||||||
| 3 | Roy Easley | For | For | For | |||||||||||||
| 4 | Michael Frantz | For | For | For | |||||||||||||
| 5 | William Kimble | For | For | For | |||||||||||||
| 6 | Jack King | For | For | For | |||||||||||||
| 7 | Stuart Lasher | For | For | For | |||||||||||||
| 8 | Jennifer Pomerantz | For | For | For | |||||||||||||
| 2. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | For | ||||||||||||
| 3. | To add shares to and approve an Amended and Restated 2018 Equity Incentive Plan. | Management | For | For | For | ||||||||||||
| 4. | To approve, on an advisory basis, the compensation paid to our named executive officers. | Management | For | For | For | ||||||||||||
| 5. | To approve, on an advisory basis, the frequency of holding future advisory votes on executive officer compensation. | Management | 1 Year | 1 Year | For | ||||||||||||
| PIONEER NATURAL RESOURCES COMPANY | |||||||||||||||||
| Security | 723787107 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | PXD | Meeting Date | 25-May-2023 | ||||||||||||||
| ISIN | US7237871071 | Agenda | 935817241 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | ELECTION OF DIRECTOR: A.R. Alameddine | Management | For | For | For | ||||||||||||
| 1b. | ELECTION OF DIRECTOR: Lori G. Billingsley | Management | For | For | For | ||||||||||||
| 1c. | ELECTION OF DIRECTOR: Edison C. Buchanan | Management | For | For | For | ||||||||||||
| 1d. | ELECTION OF DIRECTOR: Richard P. Dealy | Management | For | For | For | ||||||||||||
| 1e. | ELECTION OF DIRECTOR: Maria S. Dreyfus | Management | For | For | For | ||||||||||||
| 1f. | ELECTION OF DIRECTOR: Matthew M. Gallagher | Management | For | For | For | ||||||||||||
| 1g. | ELECTION OF DIRECTOR: Phillip A. Gobe | Management | For | For | For | ||||||||||||
| 1h. | ELECTION OF DIRECTOR: Stacy P. Methvin | Management | For | For | For | ||||||||||||
| 1i. | ELECTION OF DIRECTOR: Royce W. Mitchell | Management | For | For | For | ||||||||||||
| 1j. | ELECTION OF DIRECTOR: Scott D. Sheffield | Management | For | For | For | ||||||||||||
| 1k. | ELECTION OF DIRECTOR: J. Kenneth Thompson | Management | For | For | For | ||||||||||||
| 1l. | ELECTION OF DIRECTOR: Phoebe A. Wood | Management | For | For | For | ||||||||||||
| 2. | RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023. | Management | For | For | For | ||||||||||||
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | Management | For | For | For | ||||||||||||
| 4. | ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. | Management | 1 Year | 1 Year | For | ||||||||||||
| NETFLIX, INC. | |||||||||||||||||
| Security | 64110L106 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | NFLX | Meeting Date | 01-Jun-2023 | ||||||||||||||
| ISIN | US64110L1061 | Agenda | 935831126 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director to hold office until the 2024 Annual Meeting of Stockholders: Mathias Döpfner | Management | For | For | For | ||||||||||||
| 1b. | Election of Director to hold office until the 2024 Annual Meeting of Stockholders: Reed Hastings | Management | For | For | For | ||||||||||||
| 1c. | Election of Director to hold office until the 2024 Annual Meeting of Stockholders: Jay Hoag | Management | For | For | For | ||||||||||||
| 1d. | Election of Director to hold office until the 2024 Annual Meeting of Stockholders: Ted Sarandos | Management | For | For | For | ||||||||||||
| 2. | Ratification of appointment of independent registered public accounting firm. | Management | For | For | For | ||||||||||||
| 3. | Advisory approval of named executive officer compensation. | Management | Against | For | Against | ||||||||||||
| 4. | Advisory vote on the frequency of future advisory votes on executive compensation. | Management | 1 Year | 1 Year | For | ||||||||||||
| 5. | Stockholder proposal entitled, "Proposal 5 - Reform the Current Impossible Special Shareholder Meeting Requirements," if properly presented at the meeting. | Shareholder | For | Against | Against | ||||||||||||
| 6. | Stockholder proposal entitled, "Netflix- Exclusive Board of Directors," if properly presented at the meeting. | Shareholder | Against | Against | For | ||||||||||||
| 7. | Stockholder proposal requesting a report on the Company's 401(K) Plan, if properly presented at the meeting. | Shareholder | Against | Against | For | ||||||||||||
| 8. | Stockholder proposal entitled, "Policy on Freedom of Association," if properly presented at the meeting. | Shareholder | For | Against | Against | ||||||||||||
| AIRBNB INC | |||||||||||||||||
| Security | 009066101 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | ABNB | Meeting Date | 01-Jun-2023 | ||||||||||||||
| ISIN | US0090661010 | Agenda | 935831657 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1.1 | Election of Class III Director to serve until the 2026 Annual Meeting: Nathan Blecharczyk | Management | For | For | For | ||||||||||||
| 1.2 | Election of Class III Director to serve until the 2026 Annual Meeting: Alfred Lin | Management | For | For | For | ||||||||||||
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | For | ||||||||||||
| 3. | To approve, on an advisory (non-binding) basis, the compensation of our named executive officers. | Management | For | For | For | ||||||||||||
| CASELLA WASTE SYSTEMS, INC. | |||||||||||||||||
| Security | 147448104 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | CWST | Meeting Date | 01-Jun-2023 | ||||||||||||||
| ISIN | US1474481041 | Agenda | 935832306 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1.1 | Election of Class II Director to serve until the 2026 Annual Meeting: Michael L. Battles | Management | For | For | For | ||||||||||||
| 1.2 | Election of Class II Director to serve until the 2026 Annual Meeting: Joseph G. Doody | Management | For | For | For | ||||||||||||
| 1.3 | Election of Class II Director to serve until the 2026 Annual Meeting: Emily Nagle Green | Management | For | For | For | ||||||||||||
| 2. | To approve the Casella Waste Systems, Inc. Second Amended and Restated 1997 Employee Stock Purchase Plan. | Management | For | For | For | ||||||||||||
| 3. | To approve, in an advisory "say-on-pay" vote, the compensation of the Company's named executive officers. | Management | For | For | For | ||||||||||||
| 4. | To recommend, in an advisory "say-on- frequency" vote, the frequency of future advisory "say-on-pay" votes. | Management | 1 Year | 1 Year | For | ||||||||||||
| 5. | To ratify the appointment of RSM US LLP as the Company's independent auditors for the fiscal year ending December 31, 2023. | Management | For | For | For | ||||||||||||
| THE TJX COMPANIES, INC. | |||||||||||||||||
| Security | 872540109 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | TJX | Meeting Date | 06-Jun-2023 | ||||||||||||||
| ISIN | US8725401090 | Agenda | 935847509 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: José B. Alvarez | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: Alan M. Bennett | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Rosemary T. Berkery | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: David T. Ching | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: C. Kim Goodwin | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Ernie Herrman | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Amy B. Lane | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: Carol Meyrowitz | Management | For | For | For | ||||||||||||
| 1i. | Election of Director: Jackwyn L. Nemerov | Management | For | For | For | ||||||||||||
| 2. | Ratification of appointment of PricewaterhouseCoopers as TJX's independent registered public accounting firm for fiscal 2024. | Management | For | For | For | ||||||||||||
| 3. | Advisory approval of TJX's executive compensation (the say-on-pay vote). | Management | For | For | For | ||||||||||||
| 4. | Advisory approval of the frequency of TJX's say-on-pay votes. | Management | 1 Year | 1 Year | For | ||||||||||||
| 5. | Shareholder proposal for a report on effectiveness of social compliance efforts in TJX's supply chain. | Shareholder | Against | Against | For | ||||||||||||
| 6. | Shareholder proposal for a report on risk to TJX from supplier misclassification of supplier's employees. | Shareholder | Against | Against | For | ||||||||||||
| 7. | Shareholder proposal to adopt a paid sick leave policy for all Associates. | Shareholder | For | Against | Against | ||||||||||||
| MERCADOLIBRE, INC. | |||||||||||||||||
| Security | 58733R102 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | MELI | Meeting Date | 07-Jun-2023 | ||||||||||||||
| ISIN | US58733R1023 | Agenda | 935843765 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1. | DIRECTOR | Management | |||||||||||||||
| 1 | Susan Segal | For | For | For | |||||||||||||
| 2 | Mario Eduardo Vázquez | For | For | For | |||||||||||||
| 3 | Alejandro N. Aguzin | For | For | For | |||||||||||||
| 2. | To approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2022. | Management | For | For | For | ||||||||||||
| 3. | To approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation. | Management | 1 Year | 1 Year | For | ||||||||||||
| 4. | To ratify the appointment of Pistrelli, Henry Martin y Asociados S.R.L., a member firm of Ernst & Young Global Limited, as our independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | For | For | ||||||||||||
| LULULEMON ATHLETICA INC. | |||||||||||||||||
| Security | 550021109 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | LULU | Meeting Date | 07-Jun-2023 | ||||||||||||||
| ISIN | US5500211090 | Agenda | 935847600 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Class I Director: Michael Casey | Management | For | For | For | ||||||||||||
| 1b. | Election of Class I Director: Glenn Murphy | Management | For | For | For | ||||||||||||
| 1c. | Election of Class I Director: David Mussafer | Management | For | For | For | ||||||||||||
| 1d. | Election of Class II Director: Isabel Mahe | Management | For | For | For | ||||||||||||
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending January 28, 2024. | Management | For | For | For | ||||||||||||
| 3. | To approve, on an advisory basis, the compensation of the Company's named executive officers. | Management | For | For | For | ||||||||||||
| 4. | To cast an advisory vote on the frequency of including advisory say-on-pay votes in proxy materials for future shareholder meetings. | Management | 1 Year | None | |||||||||||||
| 5. | To approve the adoption of the lululemon 2023 Equity Incentive Plan. | Management | For | For | For | ||||||||||||
| MOBILEYE GLOBAL INC. | |||||||||||||||||
| Security | 60741F104 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | MBLY | Meeting Date | 14-Jun-2023 | ||||||||||||||
| ISIN | US60741F1049 | Agenda | 935857132 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Director: Amnon Shashua | Management | For | For | For | ||||||||||||
| 1b. | Election of Director: Patrick P. Gelsinger | Management | For | For | For | ||||||||||||
| 1c. | Election of Director: Eyal Desheh | Management | For | For | For | ||||||||||||
| 1d. | Election of Director: Jon M. Huntsman, Jr. | Management | For | For | For | ||||||||||||
| 1e. | Election of Director: Claire C. McCaskill | Management | For | For | For | ||||||||||||
| 1f. | Election of Director: Christine Pambianchi | Management | For | For | For | ||||||||||||
| 1g. | Election of Director: Frank D. Yeary | Management | For | For | For | ||||||||||||
| 1h. | Election of Director: Saf Yeboah-Amankwah | Management | For | For | For | ||||||||||||
| 2. | Ratification of selection of PricewaterhouseCoopers International Limited as our independent registered public accounting firm for 2023. | Management | For | For | For | ||||||||||||
| 3. | Advisory vote on executive compensation. | Management | Against | For | Against | ||||||||||||
| 4. | Advisory vote on "say-on-pay" frequency. | Management | 1 Year | 1 Year | For | ||||||||||||
| WORKDAY, INC. | |||||||||||||||||
| Security | 98138H101 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | WDAY | Meeting Date | 22-Jun-2023 | ||||||||||||||
| ISIN | US98138H1014 | Agenda | 935851849 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | Election of Class II Director: Christa Davies | Management | For | For | For | ||||||||||||
| 1b. | Election of Class II Director: Wayne A.I. Frederick, M.D. | Management | For | For | For | ||||||||||||
| 1c. | Election of Class II Director: Mark J. Hawkins | Management | For | For | For | ||||||||||||
| 1d. | Election of Class II Director: George J. Still, Jr. | Management | For | For | For | ||||||||||||
| 2. | To ratify the appointment of Ernst & Young LLP as Workday's independent registered public accounting firm for the fiscal year ending January 31, 2024. | Management | For | For | For | ||||||||||||
| 3. | To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement. | Management | Against | For | Against | ||||||||||||
| 4. | To consider and vote upon a stockholder proposal regarding amendment of our Bylaws. | Shareholder | For | Against | Against | ||||||||||||
| MONSTER BEVERAGE CORPORATION | |||||||||||||||||
| Security | 61174X109 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | MNST | Meeting Date | 22-Jun-2023 | ||||||||||||||
| ISIN | US61174X1090 | Agenda | 935852485 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1. | DIRECTOR | Management | |||||||||||||||
| 1 | Rodney C. Sacks | For | For | For | |||||||||||||
| 2 | Hilton H. Schlosberg | For | For | For | |||||||||||||
| 3 | Mark J. Hall | For | For | For | |||||||||||||
| 4 | Ana Demel | For | For | For | |||||||||||||
| 5 | James L. Dinkins | For | For | For | |||||||||||||
| 6 | Gary P. Fayard | For | For | For | |||||||||||||
| 7 | Tiffany M. Hall | For | For | For | |||||||||||||
| 8 | Jeanne P. Jackson | For | For | For | |||||||||||||
| 9 | Steven G. Pizula | For | For | For | |||||||||||||
| 10 | Mark S. Vidergauz | For | For | For | |||||||||||||
| 2. | Proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. | Management | For | For | For | ||||||||||||
| 3. | Proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers. | Management | For | For | For | ||||||||||||
| 4. | Proposal to approve, on a non-binding, advisory basis, the frequency with which stockholders will approve the compensation of the Company's named executive officers. | Management | 1 Year | 1 Year | For | ||||||||||||
| 5. | Proposal to approve the amendment and restatement of the Amended and Restated Certificate of Incorporation of the Company, as amended, to increase the number of authorized shares of common stock, par value $0.005 per share, from 1,250,000,000 shares to 5,000,000,000 shares. | Management | Against | For | Against | ||||||||||||
| 6. | Proposal to approve the amendment and restatement of the Amended and Restated Certificate of Incorporation of the Company, as amended, to reflect new Delaware law provisions regarding officer exculpation. | Management | Against | For | Against | ||||||||||||
| MASTERCARD INCORPORATED | |||||||||||||||||
| Security | 57636Q104 | Meeting Type | Annual | ||||||||||||||
| Ticker Symbol | MA | Meeting Date | 27-Jun-2023 | ||||||||||||||
| ISIN | US57636Q1040 | Agenda | 935858437 - Management | ||||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||||
| 1a. | ELECTION OF DIRECTOR: Merit E. Janow | Management | For | For | For | ||||||||||||
| 1b. | ELECTION OF DIRECTOR: Candido Bracher | Management | For | For | For | ||||||||||||
| 1c. | ELECTION OF DIRECTOR: Richard K. Davis | Management | For | For | For | ||||||||||||
| 1d. | ELECTION OF DIRECTOR: Julius Genachowski | Management | For | For | For | ||||||||||||
| 1e. | ELECTION OF DIRECTOR: Choon Phong Goh | Management | For | For | For | ||||||||||||
| 1f. | ELECTION OF DIRECTOR: Oki Matsumoto | Management | For | For | For | ||||||||||||
| 1g. | ELECTION OF DIRECTOR: Michael Miebach | Management | For | For | For | ||||||||||||
| 1h. | ELECTION OF DIRECTOR: Youngme Moon | Management | For | For | For | ||||||||||||
| 1i. | ELECTION OF DIRECTOR: Rima Qureshi | Management | For | For | For | ||||||||||||
| 1j. | ELECTION OF DIRECTOR: Gabrielle Sulzberger | Management | For | For | For | ||||||||||||
| 1k. | ELECTION OF DIRECTOR: Harit Talwar | Management | For | For | For | ||||||||||||
| 1l. | ELECTION OF DIRECTOR: Lance Uggla | Management | For | For | For | ||||||||||||
| 2. | Advisory approval of Mastercard's executive compensation. | Management | For | For | For | ||||||||||||
| 3. | Advisory approval of the frequency of future advisory votes on executive compensation. | Management | 1 Year | 1 Year | For | ||||||||||||
| 4. | Approval of Mastercard Incorporated Employee Stock Purchase Plan. | Management | For | For | For | ||||||||||||
| 5. | Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2023. | Management | For | For | For | ||||||||||||
| 6. | Consideration of a stockholder proposal requesting a report on ensuring respect for civil liberties. | Shareholder | Against | Against | For | ||||||||||||
| 7. | Consideration of a stockholder proposal requesting a report on Mastercard's stance on new Merchant Category Code. | Shareholder | Against | Against | For | ||||||||||||
| 8. | Consideration of a stockholder proposal requesting lobbying disclosure. | Shareholder | Against | Against | For | ||||||||||||
| 9. | Consideration of a stockholder proposal requesting stockholders approve advance notice bylaw amendments. | Shareholder | For | Against | Against | ||||||||||||
| 10. | Consideration of a stockholder proposal requesting a report on the cost-benefit analysis of diversity and inclusion efforts. | Shareholder | Against | Against | For | ||||||||||||
