******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-01596
Reporting Period: 07/01/2018 - 06/30/2019
FPA CAPITAL FUND INC
============================ FPA Capital Fund, Inc. ============================
AARON'S, INC.
Ticker: AAN Security ID: 002535300
Meeting Date: MAY 08, 2019 Meeting Type: Annual
Record Date: MAR 04, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kathy T. Betty For For Management
1.2 Elect Director Douglas C. Curling For For Management
1.3 Elect Director Cynthia N. Day For For Management
1.4 Elect Director Curtis L. Doman For For Management
1.5 Elect Director Walter G. Ehmer For For Management
1.6 Elect Director Hubert L. Harris, Jr. For For Management
1.7 Elect Director John W. Robinson, III For For Management
1.8 Elect Director Ray M. Robinson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify Ernst & Young LLP as Auditor For For Management
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AGCO CORP.
Ticker: AGCO Security ID: 001084102
Meeting Date: APR 25, 2019 Meeting Type: Annual
Record Date: MAR 15, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Roy V. Armes For Against Management
1.2 Elect Director Michael C. Arnold For For Management
1.3 Elect Director P. George Benson For For Management
1.4 Elect Director Suzanne P. Clark For Against Management
1.5 Elect Director Wolfgang Deml For For Management
1.6 Elect Director George E. Minnich For Against Management
1.7 Elect Director Martin H. Richenhagen For For Management
1.8 Elect Director Gerald L. Shaheen For Against Management
1.9 Elect Director Mallika Srinivasan For For Management
1.10 Elect Director Hendrikus Visser For Against Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Ratify KPMG LLP as Auditor For For Management
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ALLEGIANT TRAVEL COMPANY
Ticker: ALGT Security ID: 01748X102
Meeting Date: JUN 27, 2019 Meeting Type: Annual
Record Date: APR 30, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director Maurice J. Gallagher, For For Management
Jr.
1B Elect Director Montie Brewer For For Management
1C Elect Director Gary Ellmer For For Management
1D Elect Director Linda A. Marvin For For Management
1E Elect Director Charles W. Pollard For For Management
1F Elect Director John T. Redmond For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify KPMG LLP as Auditors For For Management
4 Amend Proxy Access Right Against Against Shareholder
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AMBARELLA, INC.
Ticker: AMBA Security ID: G037AX101
Meeting Date: JUN 06, 2019 Meeting Type: Annual
Record Date: APR 12, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Chenming C. Hu For For Management
1.2 Elect Director Teresa H. Meng For For Management
1.3 Elect Director Feng-Ming "Fermi" Wang For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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ARRIS INTERNATIONAL PLC
Ticker: ARRS Security ID: G0551A103
Meeting Date: FEB 01, 2019 Meeting Type: Special
Record Date: JAN 22, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Scheme of Arrangement For For Management
2 Approve Matters Relating to the Offer For For Management
3 Advisory Vote on Golden Parachutes For For Management
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ARROW ELECTRONICS, INC.
Ticker: ARW Security ID: 042735100
Meeting Date: MAY 09, 2019 Meeting Type: Annual
Record Date: MAR 12, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barry W. Perry For For Management
1.2 Elect Director Philip K. Asherman For For Management
1.3 Elect Director Steven H. Gunby For For Management
1.4 Elect Director Gail E. Hamilton For For Management
1.5 Elect Director Richard S. Hill For For Management
1.6 Elect Director M.F. "Fran" Keeth For For Management
1.7 Elect Director Andrew C. Kerin For For Management
1.8 Elect Director Laurel J. Krzeminski For For Management
1.9 Elect Director Michael J. Long For For Management
1.10 Elect Director Stephen C. Patrick For For Management
2 Ratify Ernst & Young LLP as Auditor For For Management
3 Amend Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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AVNET, INC.
Ticker: AVT Security ID: 053807103
Meeting Date: NOV 16, 2018 Meeting Type: Annual
Record Date: SEP 18, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Rodney C. Adkins For For Management
1b Elect Director William J. Amelio For For Management
1c Elect Director Michael A. Bradley For For Management
1d Elect Director R. Kerry Clark For For Management
1e Elect Director Brenda L. Freeman For For Management
1f Elect Director Jo Ann Jenkins For For Management
1g Elect Director Oleg Khaykin For For Management
1h Elect Director James A. Lawrence For For Management
1i Elect Director Avid Modjtabai For For Management
1j Elect Director William H. Schumann ,III For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Qualified Employee Stock For For Management
Purchase Plan
4 Ratify KPMG LLP as Auditors For For Management
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CAPITOL FEDERAL FINANCIAL, INC.
Ticker: CFFN Security ID: 14057J101
Meeting Date: JAN 22, 2019 Meeting Type: Annual
Record Date: NOV 30, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John B. Dicus For For Management
1.2 Elect Director James G. Morris For For Management
1.3 Elect Director Jeffrey R. Thompson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
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CARTER'S, INC.
Ticker: CRI Security ID: 146229109
Meeting Date: MAY 16, 2019 Meeting Type: Annual
Record Date: MAR 25, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Amy Woods Brinkley For For Management
1b Elect Director Giuseppina Buonfantino For For Management
1c Elect Director Michael D. Casey For For Management
1d Elect Director A. Bruce Cleverly For For Management
1e Elect Director Jevin S. Eagle For For Management
1f Elect Director Mark P. Hipp For For Management
1g Elect Director William J. Montgoris For For Management
1h Elect Director David Pulver For For Management
1i Elect Director Thomas E. Whiddon For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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CIMAREX ENERGY CO.
Ticker: XEC Security ID: 171798101
Meeting Date: MAY 08, 2019 Meeting Type: Annual
Record Date: MAR 12, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Hans Helmerich For For Management
1.2 Elect Director Harold R. Logan, Jr. For For Management
1.3 Elect Director Monroe W. Robertson For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Approve Omnibus Stock Plan For For Management
4 Ratify KPMG LLP as Auditor For For Management
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DANA, INC.
Ticker: DAN Security ID: 235825205
Meeting Date: MAY 01, 2019 Meeting Type: Annual
Record Date: MAR 04, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Rachel A. Gonzalez For For Management
1.2 Elect Director James K. Kamsickas For For Management
1.3 Elect Director Virginia A. Kamsky For For Management
1.4 Elect Director Raymond E. Mabus, Jr. For For Management
1.5 Elect Director Michael J. Mack, Jr. For For Management
1.6 Elect Director R. Bruce McDonald For For Management
1.7 Elect Director Diarmuid B. O'Connell For For Management
1.8 Elect Director Keith E. Wandell For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditor
4 Reduce Ownership Threshold for Against Against Shareholder
Shareholders to Call Special Meeting
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FIRST HAWAIIAN, INC.
Ticker: FHB Security ID: 32051X108
Meeting Date: APR 24, 2019 Meeting Type: Annual
Record Date: MAR 04, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Matthew J. Cox For For Management
1.2 Elect Director W. Allen Doane For For Management
1.3 Elect Director Faye Watanabe Kurren For For Management
1.4 Elect Director Robert S. Harrison For For Management
1.5 Elect Director Allen B. Uyeda For For Management
1.6 Elect Director Jenai S. Wall For For Management
1.7 Elect Director C. Scott Wo For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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FRANK'S INTERNATIONAL NV
Ticker: FI Security ID: N33462107
Meeting Date: JAN 15, 2019 Meeting Type: Special
Record Date: DEC 18, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1 Increase Size of Supervisory Board to For For Management
9 Members and Elect Melanie Montague
Trent to Supervisory Board
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FRANK'S INTERNATIONAL NV
Ticker: FI Security ID: N33462107
Meeting Date: MAY 22, 2019 Meeting Type: Annual
Record Date: APR 24, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect William B. Berry to Supervisory For For Management
Board
1b Elect Robert W. Drummond to For For Management
Supervisory Board
1c Elect Michael C. Kearney to For For Management
Supervisory Board
1d Elect Michael E. McMahon to For For Management
Supervisory Board
1e Elect D. Keith Mosing to Supervisory For For Management
Board
1f Elect Kirkland D. Mosing to For For Management
Supervisory Board
1g Elect S. Brent Mosing to Supervisory For For Management
Board
1h Elect Melanie M. Trent to Supervisory For For Management
Board
1i Elect Alexander Vriesendorp to For For Management
Supervisory Board
2 Appoint Steven Russell and John For For Management
Symington as Managing Directors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency Three One Year Management
Years
5 Adopt Financial Statements and For For Management
Statutory Reports
6 Approve Discharge of Supervisory Board For For Management
7 Approve Discharge of Management Board For For Management
8 Ratify KPMG Accountants N.V. as For For Management
Auditors
9 Ratify KPMG LLP as Auditors For For Management
10 Approve Remuneration of Supervisory For For Management
Board
11 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
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GENTEX CORPORATION
Ticker: GNTX Security ID: 371901109
Meeting Date: MAY 16, 2019 Meeting Type: Annual
Record Date: MAR 18, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Leslie Brown For For Management
1.2 Elect Director Gary Goode For For Management
1.3 Elect Director James Hollars For For Management
1.4 Elect Director John Mulder For For Management
1.5 Elect Director Richard Schaum For For Management
1.6 Elect Director Frederick Sotok For For Management
1.7 Elect Director Kathleen Starkoff For For Management
1.8 Elect Director Brian Walker For For Management
1.9 Elect Director James Wallace For For Management
2 Ratify Ernst & Young LLP as Auditor For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Approve Omnibus Stock Plan For For Management
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GRAPHIC PACKAGING HOLDING COMPANY
Ticker: GPK Security ID: 388689101
Meeting Date: MAY 22, 2019 Meeting Type: Annual
Record Date: MAR 25, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Laurie Brlas For For Management
1.2 Elect Director David D. Campbell For For Management
1.3 Elect Director Robert A. Hagemann For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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INTERDIGITAL, INC.
Ticker: IDCC Security ID: 45867G101
Meeting Date: JUN 12, 2019 Meeting Type: Annual
Record Date: APR 08, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Joan H. Gillman For For Management
1b Elect Director S. Douglas Hutcheson For For Management
1c Elect Director John A. Kritzmacher For For Management
1d Elect Director John D. Markley, Jr. For For Management
1e Elect Director William J. Merritt For For Management
1f Elect Director Jean F. Rankin For For Management
1g Elect Director Philip P. Trahanas For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditor
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INVESTORS BANCORP, INC.
Ticker: ISBC Security ID: 46146L101
Meeting Date: MAY 21, 2019 Meeting Type: Annual
Record Date: MAR 25, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert C. Albanese For For Management
1.2 Elect Director Domenick A. Cama For For Management
1.3 Elect Director James J. Garibaldi For For Management
1.4 Elect Director James H. Ward, III For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify KPMG LLP as Auditors For For Management
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LGI HOMES, INC.
Ticker: LGIH Security ID: 50187T106
Meeting Date: MAY 02, 2019 Meeting Type: Annual
Record Date: MAR 08, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ryan Edone For For Management
1.2 Elect Director Duncan Gage For For Management
1.3 Elect Director Eric Lipar For For Management
1.4 Elect Director Laura Miller For For Management
1.5 Elect Director Bryan Sansbury For For Management
1.6 Elect Director Steven Smith For For Management
1.7 Elect Director Robert Vahradian For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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MAGELLAN HEALTH, INC.
Ticker: MGLN Security ID: 559079207
Meeting Date: JUN 21, 2019 Meeting Type: Annual
Record Date: APR 25, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael S. Diament For For Management
1.2 Elect Director Barry M. Smith For For Management
1.3 Elect Director Swati Abbott For For Management
1.4 Elect Director Peter A. Feld For For Management
1.5 Elect Director Leslie V. Norwalk For For Management
1.6 Elect Director Guy P. Sansone For For Management
1.7 Elect Director Steven J. Shulman For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
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MKS INSTRUMENTS, INC.
Ticker: MKSI Security ID: 55306N104
Meeting Date: MAY 08, 2019 Meeting Type: Annual
Record Date: MAR 06, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jacqueline F. Moloney For For Management
1.2 Elect Director Michelle M. Warner For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditor
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NOBLE ENERGY, INC.
Ticker: NBL Security ID: 655044105
Meeting Date: APR 23, 2019 Meeting Type: Annual
Record Date: FEB 22, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jeffrey L. Berenson For For Management
1b Elect Director Michael A. Cawley For For Management
1c Elect Director James E. Craddock For For Management
1d Elect Director Barbara J. Duganier For For Management
1e Elect Director Thomas J. Edelman For For Management
1f Elect Director Holli C. Ladhani For For Management
1g Elect Director David L. Stover For For Management
1h Elect Director Scott D. Urban For For Management
1i Elect Director William T. Van Kleef For For Management
2 Ratify KPMG LLP as Auditor For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
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PATTERSON-UTI ENERGY, INC.
Ticker: PTEN Security ID: 703481101
Meeting Date: JUN 06, 2019 Meeting Type: Annual
Record Date: APR 08, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mark S. Siegel For For Management
1.2 Elect Director Charles O. Buckner For For Management
1.3 Elect Director Tiffany (TJ) Thom Cepak For For Management
1.4 Elect Director Michael W. Conlon For For Management
1.5 Elect Director William A. Hendricks, For For Management
Jr.
1.6 Elect Director Curtis W. Huff For For Management
1.7 Elect Director Terry H. Hunt For For Management
1.8 Elect Director Janeen S. Judah For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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ROWAN COS. PLC
Ticker: RDC Security ID: G7665A101
Meeting Date: FEB 21, 2019 Meeting Type: Special
Record Date: FEB 19, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Advisory Vote on Golden Parachutes For Against Management
2 Approve Merger Agreement For Against Management
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ROWAN COS. PLC
Ticker: RDC Security ID: G7665A111
Meeting Date: FEB 21, 2019 Meeting Type: Court
Record Date: FEB 19, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Scheme of Arrangement For Against Management
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RYDER SYSTEM, INC.
Ticker: R Security ID: 783549108
Meeting Date: MAY 03, 2019 Meeting Type: Annual
Record Date: MAR 08, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Robert J. Eck For For Management
1b Elect Director Robert A. Hagemann For For Management
1c Elect Director Michael F. Hilton For For Management
1d Elect Director Tamara L. Lundgren For For Management
1e Elect Director Luis P. Nieto, Jr. For For Management
1f Elect Director David G. Nord For For Management
1g Elect Director Robert E. Sanchez For For Management
1h Elect Director Abbie J. Smith For For Management
1i Elect Director E. Follin Smith For For Management
1j Elect Director Dmitri L. Stockton For For Management
1k Elect Director Hansel E. Tookes, II For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Approve Omnibus Stock Plan For For Management
5 Remove Supermajority Voting Provisions For For Management
on Shareholder Action by Written
Consent
6 Require Independent Board Chairman Against Against Shareholder
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SM ENERGY COMPANY
Ticker: SM Security ID: 78454L100
Meeting Date: MAY 29, 2019 Meeting Type: Annual
Record Date: APR 08, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Carla J. Bailo For For Management
1.2 Elect Director Larry W. Bickle For For Management
1.3 Elect Director Stephen R. Brand For For Management
1.4 Elect Director Loren M. Leiker For For Management
1.5 Elect Director Javan D. Ottoson For For Management
1.6 Elect Director Ramiro G. Peru For For Management
1.7 Elect Director Julio M. Quintana For For Management
1.8 Elect Director Rose M. Robeson For For Management
1.9 Elect Director William D. Sullivan For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditor For For Management
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TENNECO, INC.
Ticker: TEN Security ID: 880349105
Meeting Date: SEP 12, 2018 Meeting Type: Special
Record Date: JUL 31, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1 Reclassify Common Stock as Class A For For Management
Voting Common Stock, Authorize New
Class of Non-Voting Common Stock, and
Increase Authorized Capital Stock
2 Issue Shares in Connection with For For Management
Acquisition
3 Amend Omnibus Stock Plan For For Management
4 Adjourn Meeting For For Management
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THE CHEESECAKE FACTORY INCORPORATED
Ticker: CAKE Security ID: 163072101
Meeting Date: MAY 30, 2019 Meeting Type: Annual
Record Date: APR 01, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director David Overton For For Management
1b Elect Director Edie A. Ames For For Management
1c Elect Director Alexander L. Cappello For For Management
1d Elect Director Jerome L. Kransdorf For For Management
1e Elect Director Laurence B. Mindel For For Management
1f Elect Director David B. Pittaway For For Management
1g Elect Director Herbert Simon For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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VALMONT INDUSTRIES, INC.
Ticker: VMI Security ID: 920253101
Meeting Date: APR 30, 2019 Meeting Type: Annual
Record Date: MAR 07, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kaj den Daas For For Management
1.2 Elect Director Catherine James Paglia For For Management
1.3 Elect Director James B. Milliken For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
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WESTERN DIGITAL CORP.
Ticker: WDC Security ID: 958102105
Meeting Date: NOV 07, 2018 Meeting Type: Annual
Record Date: SEP 10, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Martin I. Cole For For Management
1b Elect Director Kathleen A. Cote For For Management
1c Elect Director Henry T. DeNero For For Management
1d Elect Director Tunc Doluca For For Management
1e Elect Director Michael D. Lambert For For Management
1f Elect Director Len J. Lauer For For Management
1g Elect Director Matthew E. Massengill For For Management
1h Elect Director Stephen D. Milligan For For Management
1i Elect Director Paula A. Price For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Amend Qualified Employee Stock For For Management
Purchase Plan
5 Ratify KPMG LLP as Auditors For For Management
========== END NPX REPORT