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: | 811-00266 | |
Name of Registrant: | Tri-Continental Corporation | |
Address of Principal Executive Offices: | 225 Franklin Street Boston, Massachusetts 02110 | |
Name and address of agents for service: | Christopher O. Petersen, Esq. c/o Columbia Management Investment Advisers, LLC 225 Franklin Street Boston, Massachusetts 02110
Ryan C. Larrenaga, Esq. c/o Columbia Management Investment Advisers, LLC 225 Franklin Street Boston, Massachusetts 02110 | |
Registrant’s telephone number including area code: | 612-671-4321 | |
Date of fiscal year end: | 12/31 | |
Date of reporting period: | 07/01/2019 – 06/30/2020 |
******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-00266 Reporting Period: 07/01/2019 - 06/30/2020 Tri-Continental Corporation Item 1. Proxy Voting Record ========================= Tri-Continental Corporation ========================== ABBVIE INC. Ticker: ABBV Security ID: 00287Y109 Meeting Date: MAY 08, 2020 Meeting Type: Annual Record Date: MAR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Alpern For For Management 1.2 Elect Director Edward M. Liddy For For Management 1.3 Elect Director Melody B. Meyer For For Management 1.4 Elect Director Frederick H. Waddell 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 4 Eliminate Supermajority Vote For For Management Requirement 5 Report on Lobbying Payments and Policy Against Against Shareholder 6 Require Independent Board Chairman Against For Shareholder 7 Report on Integrating Risks Related to Against Against Shareholder Drug Pricing into Senior Executive Compensation -------------------------------------------------------------------------------- ADOBE INC. Ticker: ADBE Security ID: 00724F101 Meeting Date: APR 09, 2020 Meeting Type: Annual Record Date: FEB 12, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Amy L. Banse For For Management 1b Elect Director Frank A. Calderoni For Abstain Management 1c Elect Director James E. Daley For For Management 1d Elect Director Laura B. Desmond For For Management 1e Elect Director Charles M. Geschke For For Management 1f Elect Director Shantanu Narayen For For Management 1g Elect Director Kathleen Oberg For For Management 1h Elect Director Dheeraj Pandey For For Management 1i Elect Director David A. Ricks For For Management 1j Elect Director Daniel L. Rosensweig For For Management 1k Elect Director John E. Warnock For For Management 2 Amend Qualified Employee Stock For For Management Purchase Plan 3 Ratify KPMG LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Report on Gender Pay Gap Against Against Shareholder -------------------------------------------------------------------------------- AEGERION PHARMACEUTICALS, INC. Ticker: Security ID: 00767EAB8 Meeting Date: AUG 15, 2019 Meeting Type: Written Consent Record Date: JUL 11, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Vote On Plan (For = Accept, Against = For For Management Reject, Abstain Is Not A Valid Voting Option And Will Not Count) 2 Elect To Grant (Opt In To) The For For Management Releases Set Forth In Section 12.6 Of The Plan (For = Opt In, Against Or Abstain = Do Not Opt In) -------------------------------------------------------------------------------- ALEXANDRIA REAL ESTATE EQUITIES, INC. Ticker: ARE Security ID: 015271109 Meeting Date: JUN 08, 2020 Meeting Type: Annual Record Date: MAR 31, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joel S. Marcus For For Management 1.2 Elect Director Steven R. Hash For For Management 1.3 Elect Director John L. Atkins, III For For Management 1.4 Elect Director James P. Cain For For Management 1.5 Elect Director Maria C. Freire For For Management 1.6 Elect Director Jennifer Friel Goldstein For For Management 1.7 Elect Director Richard H. Klein For For Management 1.8 Elect Director James H. Richardson For For Management 1.9 Elect Director Michael A. Woronoff For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- ALEXION PHARMACEUTICALS, INC. Ticker: ALXN Security ID: 015351109 Meeting Date: MAY 13, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Felix J. Baker For For Management 1.2 Elect Director David R. Brennan For For Management 1.3 Elect Director Christopher J. Coughlin For For Management 1.4 Elect Director Deborah Dunsire For For Management 1.5 Elect Director Paul A. Friedman For Against Management 1.6 Elect Director Ludwig N. Hantson For For Management 1.7 Elect Director John T. Mollen For For Management 1.8 Elect Director Francois Nader For For Management 1.9 Elect Director Judith A. Reinsdorf For For Management 1.10 Elect Director Andreas Rummelt 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 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- ALLERGAN PLC Ticker: AGN Security ID: G0177J108 Meeting Date: OCT 14, 2019 Meeting Type: Special Record Date: SEP 16, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement For For Management 1 Approve Scheme of Arrangement For For Management 2 Approve Cancellation of Cancellation For For Management Shares 3 Authorize Board to Allot and Issue For For Management Shares 4 Amend Articles of Association For For Management 5 Advisory Vote on Golden Parachutes For For Management 6 Adjourn Meeting For For Management -------------------------------------------------------------------------------- ALPHABET INC. Ticker: GOOGL Security ID: 02079K305 Meeting Date: JUN 03, 2020 Meeting Type: Annual Record Date: APR 07, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry Page For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Sundar Pichai For For Management 1.4 Elect Director John L. Hennessy For For Management 1.5 Elect Director Frances H. Arnold For For Management 1.6 Elect Director L. John Doerr For Withhold Management 1.7 Elect Director Roger W. Ferguson Jr. For For Management 1.8 Elect Director Ann Mather For Withhold Management 1.9 Elect Director Alan R. Mulally For Withhold Management 1.10 Elect Director K. Ram Shiram For For Management 1.11 Elect Director Robin L. Washington For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 6 Report on Arbitration of Against Against Shareholder Employment-Related Claims 7 Establish Human Rights Risk Oversight Against For Shareholder Committee 8 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors 9 Assess Feasibility of Including Against For Shareholder Sustainability as a Performance Measure for Senior Executive Compensation 10 Report on Takedown Requests Against Against Shareholder 11 Require a Majority Vote for the Against For Shareholder Election of Directors 12 Report on Gender/Racial Pay Gap Against Against Shareholder 13 Require Independent Director Nominee Against Against Shareholder with Human and/or Civil Rights Experience 14 Report on Whistleblower Policies and Against Against Shareholder Practices -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John T. Casteen, III For For Management 1b Elect Director Dinyar S. Devitre For For Management 1c Elect Director Thomas F. Farrell, II For For Management 1d Elect Director Debra J. Kelly-Ennis For For Management 1e Elect Director W. Leo Kiely, III For For Management 1f Elect Director Kathryn B. McQuade For For Management 1g Elect Director George Munoz For For Management 1h Elect Director Mark E. Newman For For Management 1i Elect Director Nabil Y. Sakkab For For Management 1j Elect Director Virginia E. Shanks For For Management 1k Elect Director Howard A. Willard, III None None Management *Withdrawn Resolution* 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditor 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Report on Underage Tobacco Prevention Against Against Shareholder Policies -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: APR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jeffrey P. Bezos For For Management 1b Elect Director Rosalind G. Brewer For For Management 1c Elect Director Jamie S. Gorelick For Abstain Management 1d Elect Director Daniel P. Huttenlocher For For Management 1e Elect Director Judith A. McGrath For For Management 1f Elect Director Indra K. Nooyi For For Management 1g Elect Director Jonathan J. Rubinstein For For Management 1h Elect Director Thomas O. Ryder For Against Management 1i Elect Director Patricia Q. Stonesifer For For Management 1j Elect Director Wendell P. Weeks 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 Reduce Ownership Threshold for For Against Management Shareholders to Call Special Meeting 5 Report on Management of Food Waste Against Against Shareholder 6 Report on Customers' Use of its Against For Shareholder Surveillance and Computer Vision Products or Cloud-Based Services 7 Report on Potential Human Rights Against For Shareholder Impacts of Customers' Use of Rekognition 8 Report on Products Promoting Hate Against For Shareholder Speech and Sales of Offensive Products 9 Require Independent Board Chairman Against For Shareholder 10 Report on Global Median Gender/Racial Against Against Shareholder Pay Gap 11 Report on Reducing Environmental and Against Against Shareholder Health Harms to Communities of Color 12 Report on Viewpoint Discrimination Against Against Shareholder 13 Report on Promotion Velocity Against For Shareholder 14 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 15 Human Rights Risk Assessment Against For Shareholder 16 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- AMERICAN ELECTRIC POWER COMPANY, INC. Ticker: AEP Security ID: 025537101 Meeting Date: APR 21, 2020 Meeting Type: Annual Record Date: FEB 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nicholas K. Akins For For Management 1.2 Elect Director David J. Anderson For For Management 1.3 Elect Director J. Barnie Beasley, Jr. For For Management 1.4 Elect Director Ralph D. Crosby, Jr. For For Management 1.5 Elect Director Art A. Garcia For For Management 1.6 Elect Director Linda A. Goodspeed For For Management 1.7 Elect Director Thomas E. Hoaglin For For Management 1.8 Elect Director Sandra Beach Lin For For Management 1.9 Elect Director Margaret M. McCarthy For For Management 1.10 Elect Director Richard C. Notebaert For For Management 1.11 Elect Director Stephen S. Rasmussen For For Management 1.12 Elect Director Oliver G. Richard, III For For Management 1.13 Elect Director Sara Martinez Tucker For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 03027X100 Meeting Date: MAY 18, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas A. Bartlett For For Management 1b Elect Director Raymond P. Dolan For For Management 1c Elect Director Robert D. Hormats For For Management 1d Elect Director Gustavo Lara Cantu For For Management 1e Elect Director Grace D. Lieblein For For Management 1f Elect Director Craig Macnab For For Management 1g Elect Director JoAnn A. Reed For For Management 1h Elect Director Pamela D.A. Reeve For For Management 1i Elect Director David E. Sharbutt For For Management 1j Elect Director Bruce L. Tanner For For Management 1k Elect Director Samme L. Thompson For For Management 2 Ratify Deloitte & Touche LLP as Auditor For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Political Contributions and Against For Shareholder Expenditures 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 26, 2020 Meeting Type: Annual Record Date: JAN 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James Bell For For Management 1b Elect Director Tim Cook For For Management 1c Elect Director Al Gore For For Management 1d Elect Director Andrea Jung For For Management 1e Elect Director Art Levinson For For Management 1f Elect Director Ron Sugar For For Management 1g Elect Director Sue Wagner 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 4 Proxy Access Amendments Against Against Shareholder 5 Assess Feasibility of Including Against Against Shareholder Sustainability as a Performance Measure for Senior Executive Compensation 6 Report on Freedom of Expression and Against For Shareholder Access to Information Policies -------------------------------------------------------------------------------- ARES CAPITAL CORPORATION Ticker: ARCC Security ID: 04010L103 Meeting Date: JUL 08, 2019 Meeting Type: Special Record Date: APR 08, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Issuance of Shares Below Net For For Management Asset Value (NAV) -------------------------------------------------------------------------------- ARES CAPITAL CORPORATION Ticker: ARCC Security ID: 04010L103 Meeting Date: JUN 22, 2020 Meeting Type: Annual Record Date: MAR 25, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael J Arougheti For Against Management 1b Elect Director Ann Torre Bates For For Management 1c Elect Director Steven B. McKeever For For Management 2 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- AT&T INC. Ticker: T Security ID: 00206R102 Meeting Date: APR 24, 2020 Meeting Type: Annual Record Date: FEB 26, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Randall L. Stephenson For For Management 1.2 Elect Director Samuel A. Di Piazza, Jr. For For Management 1.3 Elect Director Richard W. Fisher For For Management 1.4 Elect Director Scott T. Ford For For Management 1.5 Elect Director Glenn H. Hutchins For For Management 1.6 Elect Director William E. Kennard For For Management 1.7 Elect Director Debra L. Lee For For Management 1.8 Elect Director Stephen J. Luczo For For Management 1.9 Elect Director Michael B. McCallister For For Management 1.10 Elect Director Beth E. Mooney For For Management 1.11 Elect Director Matthew K. Rose For Abstain Management 1.12 Elect Director Cynthia B. Taylor For For Management 1.13 Elect Director Geoffrey Y. Yang 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 4 Require Independent Board Chairman Against For Shareholder 5 Approve Nomination of Employee Against Against Shareholder Representative Director 6 Improve Guiding Principles of Against Against Shareholder Executive Compensation -------------------------------------------------------------------------------- AUTODESK, INC. Ticker: ADSK Security ID: 052769106 Meeting Date: JUN 18, 2020 Meeting Type: Annual Record Date: APR 22, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Andrew Anagnost For For Management 1b Elect Director Karen Blasing For For Management 1c Elect Director Reid French For For Management 1d Elect Director Ayanna Howard For For Management 1e Elect Director Blake Irving For For Management 1f Elect Director Mary T. McDowell For For Management 1g Elect Director Stephen Milligan For For Management 1h Elect Director Lorrie M. Norrington For For Management 1i Elect Director Betsy Rafael For For Management 1j Elect Director Stacy J. Smith 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 -------------------------------------------------------------------------------- AUTOZONE, INC. Ticker: AZO Security ID: 053332102 Meeting Date: DEC 18, 2019 Meeting Type: Annual Record Date: OCT 21, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Douglas H. Brooks For For Management 1.2 Elect Director Linda A. Goodspeed For For Management 1.3 Elect Director Earl G. Graves, Jr. For For Management 1.4 Elect Director Enderson Guimaraes For For Management 1.5 Elect Director Michael M. Calbert For For Management 1.6 Elect Director D. Bryan Jordan For For Management 1.7 Elect Director Gale V. King For For Management 1.8 Elect Director George R. Mrkonic, Jr. For For Management 1.9 Elect Director William C. Rhodes, III For For Management 1.10 Elect Director Jill A. Soltau 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 -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505104 Meeting Date: APR 22, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sharon L. Allen For For Management 1b Elect Director Susan S. Bies For For Management 1c Elect Director Jack O. Bovender, Jr. For For Management 1d Elect Director Frank P. Bramble, Sr. For For Management 1e Elect Director Pierre J.P. de Weck For For Management 1f Elect Director Arnold W. Donald For For Management 1g Elect Director Linda P. Hudson For For Management 1h Elect Director Monica C. Lozano For For Management 1i Elect Director Thomas J. May For For Management 1j Elect Director Brian T. Moynihan For For Management 1k Elect Director Lionel L. Nowell, III For For Management 1l Elect Director Denise L. Ramos For For Management 1m Elect Director Clayton S. Rose For For Management 1n Elect Director Michael D. White For For Management 1o Elect Director Thomas D. Woods For For Management 1p Elect Director R. David Yost For For Management 1q Elect Director Maria T. Zuber For Against Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Proxy Access Right Against Against Shareholder 5 Provide Right to Act by Written Consent Against For Shareholder 6 Report on Gender Pay Gap Against Against Shareholder 7 Review of Statement of the Purpose of Against Against Shareholder a Corporation and Report on Recommended Changes to Governance Documents, Policies, and Practices -------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Ticker: BAX Security ID: 071813109 Meeting Date: MAY 05, 2020 Meeting Type: Annual Record Date: MAR 12, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jose "Joe" E. Almeida For For Management 1b Elect Director Thomas F. Chen For For Management 1c Elect Director John D. Forsyth For For Management 1d Elect Director James R. Gavin, III For Abstain Management 1e Elect Director Peter S. Hellman For For Management 1f Elect Director Michael F. Mahoney For For Management 1g Elect Director Patricia B. Morrrison For For Management 1h Elect Director Stephen N. Oesterle For For Management 1i Elect Director Cathy R. Smith For For Management 1j Elect Director Thomas T. Stallkamp For For Management 1k Elect Director Albert P.L. Stroucken For For Management 1l Elect Director Amy A. Wendell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Require Independent Board Chair Against For Shareholder 5 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- BB&T CORPORATION Ticker: BBT Security ID: 054937107 Meeting Date: JUL 30, 2019 Meeting Type: Special Record Date: JUN 24, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with Merger For For Management 2 Change Company Name to Truist For For Management Financial Corporation 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- BCE INC. Ticker: BCE Security ID: 05534B760 Meeting Date: MAY 07, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barry K. Allen For For Management 1.2 Elect Director Mirko Bibic For For Management 1.3 Elect Director Sophie Brochu - None None Management Withdrawn Resolution 1.4 Elect Director Robert E. Brown For For Management 1.5 Elect Director David F. Denison For For Management 1.6 Elect Director Robert P. Dexter For For Management 1.7 Elect Director Ian Greenberg For For Management 1.8 Elect Director Katherine Lee For For Management 1.9 Elect Director Monique F. Leroux For For Management 1.10 Elect Director Gordon M. Nixon For For Management 1.11 Elect Director Thomas E. Richards For For Management 1.12 Elect Director Calin Rovinescu For For Management 1.13 Elect Director Karen Sheriff For For Management 1.14 Elect Director Robert C. Simmonds For For Management 1.15 Elect Director Paul R. Weiss For For Management 2 Ratify Deloitte LLP as Auditors For For Management 3 Advisory Vote on Executive For For Management Compensation Approach 4 SP 1: Adopt a Diversity Target Higher Against Against Shareholder than 40% for the Composition of the Board of Directors for the Next Five Years -------------------------------------------------------------------------------- BEST BUY CO., INC. Ticker: BBY Security ID: 086516101 Meeting Date: JUN 11, 2020 Meeting Type: Annual Record Date: APR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Corie S. Barry For For Management 1b Elect Director Lisa M. Caputo For For Management 1c Elect Director J. Patrick Doyle For For Management 1d Elect Director Kathy J. Higgins Victor For For Management 1e Elect Director David W. Kenny For For Management 1f Elect Director Karen A. McLoughlin For For Management 1g Elect Director Thomas L. "Tommy" For For Management Millner 1h Elect Director Claudia F. Munce For For Management 1i Elect Director Richelle P. Parham For For Management 1j Elect Director Eugene A. Woods 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 4 Approve Omnibus Stock Plan For For Management 5 Eliminate Supermajority Vote For For Management Requirement to Amend, Alter or Repeal the Provisions of Article IX 6 Eliminate Supermajority Vote For For Management Requirement to Amend Section 1, Election of Directors, of Article III of the Amended and Restated By-laws 7 Eliminate Supermajority Vote For For Management Requirement to Amend, Alter or Repeal the Provisions of Article X 8 Amend the Anti-Greenmail Provision For For Management Voting Standard in Article X, Section 2 -------------------------------------------------------------------------------- BIOMARIN PHARMACEUTICAL INC. Ticker: BMRN Security ID: 09061G101 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: MAR 30, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jean-Jacques Bienaime For For Management 1.2 Elect Director Elizabeth McKee Anderson For For Management 1.3 Elect Director Willard Dere For For Management 1.4 Elect Director Michael Grey For For Management 1.5 Elect Director Elaine J. Heron For For Management 1.6 Elect Director Robert J. Hombach For For Management 1.7 Elect Director V. Bryan Lawlis For For Management 1.8 Elect Director Richard A. Meier For For Management 1.9 Elect Director David E.I. Pyott For For Management 1.10 Elect Director Dennis J. Slamon For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BLACKROCK, INC. Ticker: BLK Security ID: 09247X101 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Bader M. Alsaad For For Management 1b Elect Director Mathis Cabiallavetta For For Management 1c Elect Director Pamela Daley For For Management 1d Elect Director William S. Demchak For For Management 1e Elect Director Jessica P. Einhorn For For Management 1f Elect Director Laurence D. Fink For For Management 1g Elect Director William E. Ford For For Management 1h Elect Director Fabrizio Freda For For Management 1i Elect Director Murry S. Gerber For For Management 1j Elect Director Margaret L. Johnson For For Management 1k Elect Director Robert S. Kapito For For Management 1l Elect Director Cheryl D. Mills For For Management 1m Elect Director Gordon M. Nixon For For Management 1n Elect Director Charles H. Robbins For For Management 1o Elect Director Marco Antonio Slim Domit For For Management 1p Elect Director Susan L. Wagner For For Management 1q Elect Director Mark Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte LLP as Auditors For For Management 4 Report on the Statement on the Purpose Against Against Shareholder of a Corporation -------------------------------------------------------------------------------- BLACKSTONE MORTGAGE TRUST, INC. Ticker: BXMT Security ID: 09257W100 Meeting Date: JUN 11, 2020 Meeting Type: Annual Record Date: APR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael B. Nash For For Management 1.2 Elect Director Stephen D. Plavin For For Management 1.3 Elect Director Leonard W. Cotton For For Management 1.4 Elect Director Thomas E. Dobrowski For For Management 1.5 Elect Director Martin L. Edelman For For Management 1.6 Elect Director Henry N. Nassau For Withhold Management 1.7 Elect Director Jonathan L. Pollack For Withhold Management 1.8 Elect Director Lynne B. Sagalyn 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 -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY Security ID: 110122108 Meeting Date: MAY 05, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Peter J. Arduini For For Management 1B Elect Director Robert Bertolini For For Management 1C Elect Director Michael W. Bonney For Against Management 1D Elect Director Giovanni Caforio For For Management 1E Elect Director Matthew W. Emmens For For Management 1F Elect Director Julia A. Haller For For Management 1G Elect Director Dinesh C. Paliwal For For Management 1H Elect Director Theodore R. Samuels For For Management 1I Elect Director Vicki L. Sato For Abstain Management 1J Elect Director Gerald L. Storch For For Management 1K Elect Director Karen H. Vousden For For Management 1L Elect Director Phyllis R. Yale 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 4 Require Independent Board Chairman Against For Shareholder 5 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- BROADCOM INC. Ticker: AVGO Security ID: 11135F101 Meeting Date: MAR 30, 2020 Meeting Type: Annual Record Date: FEB 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Hock E. Tan For For Management 1b Elect Director Henry Samueli For For Management 1c Elect Director Eddy W. Hartenstein For For Management 1d Elect Director Diane M. Bryant For For Management 1e Elect Director Gayla J. Delly For For Management 1f Elect Director Raul J. Fernandez For For Management 1g Elect Director Check Kian Low For For Management 1h Elect Director Justine F. Page For For Management 1i Elect Director Harry L. You For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CADENCE DESIGN SYSTEMS, INC. Ticker: CDNS Security ID: 127387108 Meeting Date: APR 30, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark W. Adams For For Management 1.2 Elect Director Susan L. Bostrom For For Management 1.3 Elect Director Ita Brennan For For Management 1.4 Elect Director Lewis Chew For For Management 1.5 Elect Director James D. Plummer For For Management 1.6 Elect Director Alberto For For Management Sangiovanni-Vincentelli 1.7 Elect Director John B. Shoven For For Management 1.8 Elect Director Young K. Sohn For For Management 1.9 Elect Director Lip-Bu Tan For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- CAPITAL ONE FINANCIAL CORPORATION Ticker: COF Security ID: 14040H105 Meeting Date: APR 30, 2020 Meeting Type: Annual Record Date: MAR 03, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard D. Fairbank For For Management 1b Elect Director Aparna Chennapragada For For Management 1c Elect Director Ann Fritz Hackett For Abstain Management 1d Elect Director Peter Thomas Killalea For For Management 1e Elect Director Cornelis "Eli" Leenaars For For Management 1f Elect Director Pierre E. Leroy For For Management 1g Elect Director Francois Locoh-Donou For For Management 1h Elect Director Peter E. Raskind For For Management 1i Elect Director Eileen Serra For For Management 1j Elect Director Mayo A. Shattuck, III For For Management 1k Elect Director Bradford H. Warner For For Management 1l Elect Director Catherine G. West 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 4 Provide Right to Act by Written Consent For For Management 5 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- CARDINAL HEALTH, INC. Ticker: CAH Security ID: 14149Y108 Meeting Date: NOV 06, 2019 Meeting Type: Annual Record Date: SEP 09, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Colleen F. Arnold For For Management 1.2 Elect Director Carrie S. Cox For For Management 1.3 Elect Director Calvin Darden For For Management 1.4 Elect Director Bruce L. Downey For For Management 1.5 Elect Director Patricia A. Hemingway For For Management Hall 1.6 Elect Director Akhil Johri For For Management 1.7 Elect Director Michael C. Kaufmann For For Management 1.8 Elect Director Gregory B. Kenny For For Management 1.9 Elect Director Nancy Killefer For For Management 1.10 Elect Director J. Michael Losh For Against Management 1.11 Elect Director Dean A. Scarborough For For Management 1.12 Elect Director John H. Weiland 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 -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: JUN 10, 2020 Meeting Type: Annual Record Date: APR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kelly A. Ayotte For For Management 1.2 Elect Director David L. Calhoun For Abstain Management 1.3 Elect Director Daniel M. Dickinson For For Management 1.4 Elect Director Juan Gallardo For For Management 1.5 Elect Director William A. Osborn For For Management 1.6 Elect Director Debra L. Reed-Klages For For Management 1.7 Elect Director Edward B. Rust, Jr. For For Management 1.8 Elect Director Susan C. Schwab For For Management 1.9 Elect Director D. James Umpleby, III For For Management 1.10 Elect Director Miles D. White For For Management 1.11 Elect Director Rayford Wilkins, Jr. For For Management 2 Ratify PricewaterhouseCoopers as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Require Independent Board Chair Against For Shareholder 6 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- CHEVRON CORPORATION Ticker: CVX Security ID: 166764100 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: MAR 30, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Wanda M. Austin For For Management 1b Elect Director John B. Frank For For Management 1c Elect Director Alice P. Gast For For Management 1d Elect Director Enrique Hernandez, Jr. For For Management 1e Elect Director Charles W. Moorman, IV For For Management 1f Elect Director Dambisa F. Moyo For For Management 1g Elect Director Debra Reed-Klages For For Management 1h Elect Director Ronald D. Sugar For Abstain Management 1i Elect Director D. James Umpleby, III For For Management 1j Elect Director Michael K. Wirth 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 Report on Lobbying Payments and Policy Against Against Shareholder 5 Establish Board Committee on Climate Against Against Shareholder Risk 6 Report on Climate Lobbying Aligned Against For Shareholder with Paris Agreement Goals 7 Report on Petrochemical Risk Against For Shareholder 8 Report on Human Rights Practices Against Against Shareholder 9 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting 10 Require Independent Board Chair Against For Shareholder -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: DEC 10, 2019 Meeting Type: Annual Record Date: OCT 11, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director M. Michele Burns For For Management 1b Elect Director Wesley G. Bush For For Management 1c Elect Director Michael D. Capellas For For Management 1d Elect Director Mark Garrett For For Management 1e Elect Director Kristina M. Johnson For For Management 1f Elect Director Roderick C. McGeary For For Management 1g Elect Director Charles H. Robbins For For Management 1h Elect Director Arun Sarin For For Management 1i Elect Director Brenton L. Saunders For For Management 1j Elect Director Carol B. Tome For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967424 Meeting Date: APR 21, 2020 Meeting Type: Annual Record Date: FEB 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael L. Corbat For For Management 1b Elect Director Ellen M. Costello For For Management 1c Elect Director Grace E. Dailey For For Management 1d Elect Director Barbara J. Desoer For For Management 1e Elect Director John C. Dugan For For Management 1f Elect Director Duncan P. Hennes For For Management 1g Elect Director Peter B. Henry For For Management 1h Elect Director S. Leslie Ireland For For Management 1i Elect Director Lew W. (Jay) Jacobs, IV For For Management 1j Elect Director Renee J. James For For Management 1k Elect Director Gary M. Reiner For For Management 1l Elect Director Diana L. Taylor For For Management 1m Elect Director James S. Turley For For Management 1n Elect Director Deborah C. Wright For For Management 1o Elect Director Alexander R. Wynaendts For For Management 1p Elect Director Ernesto Zedillo Ponce For For Management de Leon 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Amend Proxy Access Right Against Against Shareholder 6 Review on Governance Documents Against Against Shareholder 7 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- CONAGRA BRANDS, INC. Ticker: CAG Security ID: 205887102 Meeting Date: SEP 19, 2019 Meeting Type: Annual Record Date: JUL 30, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Anil Arora For For Management 1b Elect Director Thomas "Tony" K. Brown For For Management 1c Elect Director Stephen G. Butler For For Management 1d Elect Director Sean M. Connolly For For Management 1e Elect Director Joie A. Gregor For For Management 1f Elect Director Rajive Johri For For Management 1g Elect Director Richard H. Lenny For For Management 1h Elect Director Melissa Lora For For Management 1i Elect Director Ruth Ann Marshall For For Management 1j Elect Director Craig P. Omtvedt For For Management 1k Elect Director Scott Ostfeld For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 12, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Charles E. Bunch For For Management 1b Elect Director Caroline Maury Devine For For Management 1c Elect Director John V. Faraci For For Management 1d Elect Director Jody Freeman For For Management 1e Elect Director Gay Huey Evans For For Management 1f Elect Director Jeffrey A. Joerres For For Management 1g Elect Director Ryan M. Lance For For Management 1h Elect Director William H. McRaven For For Management 1i Elect Director Sharmila Mulligan For For Management 1j Elect Director Arjun N. Murti For For Management 1k Elect Director Robert A. Niblock For Abstain Management 1l Elect Director David T. Seaton For For Management 1m Elect Director R. A. Walker 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 -------------------------------------------------------------------------------- CORNING INCORPORATED Ticker: GLW Security ID: 219350105 Meeting Date: APR 30, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Donald W. Blair For For Management 1b Elect Director Leslie A. Brun For For Management 1c Elect Director Stephanie A. Burns For For Management 1d Elect Director Richard T. Clark For For Management 1e Elect Director Robert F. Cummings, Jr. For For Management 1f Elect Director Deborah A. Henretta For For Management 1g Elect Director Daniel P. Huttenlocher For For Management 1h Elect Director Kurt M. Landgraf For For Management 1i Elect Director Kevin J. Martin For For Management 1j Elect Director Deborah D. Rieman For For Management 1k Elect Director Hansel E. Tookes, II For For Management 1l Elect Director Wendell P. Weeks For For Management 1m Elect Director Mark S. Wrighton For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- CUMMINS INC. Ticker: CMI Security ID: 231021106 Meeting Date: MAY 12, 2020 Meeting Type: Annual Record Date: MAR 10, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director N. Thomas Linebarger For For Management 2 Elect Director Robert J. Bernhard For For Management 3 Elect Director Franklin R. Chang Diaz For For Management 4 Elect Director Bruno V. Di Leo Allen For For Management 5 Elect Director Stephen B. Dobbs For For Management 6 Elect Director Robert K. Herdman For For Management 7 Elect Director Alexis M. Herman For For Management 8 Elect Director Thomas J. Lynch For For Management 9 Elect Director William I. Miller For For Management 10 Elect Director Georgia R. Nelson For For Management 11 Elect Director Karen H. Quintos For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Ratify PricewaterhouseCoopers LLP as For For Management Auditor 14 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors -------------------------------------------------------------------------------- DAVITA INC. Ticker: DVA Security ID: 23918K108 Meeting Date: JUN 11, 2020 Meeting Type: Annual Record Date: APR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Pamela M. Arway For For Management 1b Elect Director Charles G. Berg For For Management 1c Elect Director Barbara J. Desoer For For Management 1d Elect Director Pascal Desroches For For Management 1e Elect Director Paul J. Diaz For For Management 1f Elect Director John M. Nehra For For Management 1g Elect Director Javier J. Rodriguez For For Management 1h Elect Director Phyllis R. Yale For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For Against Management 5 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- DELTA AIR LINES, INC. Ticker: DAL Security ID: 247361702 Meeting Date: JUN 18, 2020 Meeting Type: Annual Record Date: APR 30, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Edward H. Bastian For For Management 1b Elect Director Francis S. Blake For For Management 1c Elect Director Ashton B. Carter For For Management 1d Elect Director David G. DeWalt For For Management 1e Elect Director William H. Easter, III For For Management 1f Elect Director Christopher A. Hazleton For For Management 1g Elect Director Michael P. Huerta For For Management 1h Elect Director Jeanne P. Jackson For For Management 1i Elect Director George N. Mattson For For Management 1j Elect Director Sergio A. L. Rial For For Management 1k Elect Director David S. Taylor For For Management 1l Elect Director Kathy N. Waller 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 4 Provide Right to Act by Written Consent Against For Shareholder 5 Report on Climate Lobbying Against For Shareholder 6 Report on Political Contributions Against For Shareholder 7 Report on Sexual Harassment Policy Against For Shareholder -------------------------------------------------------------------------------- DENTSPLY SIRONA INC. Ticker: XRAY Security ID: 24906P109 Meeting Date: MAY 20, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael C. Alfano For For Management 1b Elect Director Eric K. Brandt For For Management 1c Elect Director Donald M. Casey, Jr. For For Management 1d Elect Director Willie A. Deese For Against Management 1e Elect Director Betsy D. Holden For For Management 1f Elect Director Arthur D. Kowaloff For For Management 1g Elect Director Harry M. Jansen For For Management Kraemer, Jr. 1h Elect Director Gregory T. Lucier For For Management 1i Elect Director Francis J. Lunger For For Management 1j Elect Director Leslie F. Varon For For Management 1k Elect Director Janet S. Vergis For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- DOW INC. Ticker: DOW Security ID: 260557103 Meeting Date: APR 09, 2020 Meeting Type: Annual Record Date: FEB 12, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Samuel R. Allen For For Management 1b Elect Director Ajay Banga For For Management 1c Elect Director Jacqueline K. Barton For For Management 1d Elect Director James A. Bell For For Management 1e Elect Director Wesley G. Bush For For Management 1f Elect Director Richard K. Davis For For Management 1g Elect Director Jeff M. Fettig For For Management 1h Elect Director Jim Fitterling For For Management 1i Elect Director Jacqueline C. Hinman For For Management 1j Elect Director Jill S. Wyant For For Management 1k Elect Director Daniel W. Yohannes For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- DUKE REALTY CORPORATION Ticker: DRE Security ID: 264411505 Meeting Date: APR 29, 2020 Meeting Type: Annual Record Date: FEB 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John P. Case For For Management 1b Elect Director James B. Connor For For Management 1c Elect Director Ngaire E. Cuneo For For Management 1d Elect Director Charles R. Eitel For For Management 1e Elect Director Tamara D. Fischer For For Management 1f Elect Director Norman K. Jenkins For For Management 1g Elect Director Melanie R. Sabelhaus For For Management 1h Elect Director Peter M. Scott, III For For Management 1i Elect Director David P. Stockert For For Management 1j Elect Director Chris T. Sultemeier For For Management 1k Elect Director Michael E. Szymanczyk For For Management 1l Elect Director Warren M. Thompson For For Management 1m Elect Director Lynn C. Thurber For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- EATON CORPORATION PLC Ticker: ETN Security ID: G29183103 Meeting Date: APR 22, 2020 Meeting Type: Annual Record Date: FEB 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Craig Arnold For For Management 1b Elect Director Christopher M. Connor For For Management 1c Elect Director Michael J. Critelli For For Management 1d Elect Director Richard H. Fearon For Against Management 1e Elect Director Olivier Leonetti For For Management 1f Elect Director Deborah L. McCoy For For Management 1g Elect Director Silvio Napoli For For Management 1h Elect Director Gregory R. Page For For Management 1i Elect Director Sandra Pianalto For For Management 1j Elect Director Lori J. Ryerkerk For For Management 1k Elect Director Gerald B. Smith For For Management 1l Elect Director Dorothy C. Thompson For Abstain Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Authorize Issue of Equity with For For Management Pre-emptive Rights 6 Authorize Issue of Equity without For For Management Pre-emptive Rights 7 Authorize Share Repurchase of Issued For For Management Share Capital -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: JUN 29, 2020 Meeting Type: Annual Record Date: MAY 11, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Anthony J. Bates For For Management 1b Elect Director Adriane M. Brown For For Management 1c Elect Director Jesse A. Cohn For For Management 1d Elect Director Diana Farrell For For Management 1e Elect Director Logan D. Green For For Management 1f Elect Director Bonnie S. Hammer For For Management 1g Elect Director Jamie Iannone For For Management 1h Elect Director Kathleen C. Mitic For For Management 1i Elect Director Matthew J. Murphy For For Management 1j Elect Director Pierre M. Omidyar For For Management 1k Elect Director Paul S. Pressler For For Management 1l Elect Director Robert H. Swan For For Management 1m Elect Director Perry M. Traquina 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 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- EDISON INTERNATIONAL Ticker: EIX Security ID: 281020107 Meeting Date: APR 23, 2020 Meeting Type: Annual Record Date: FEB 25, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jeanne Beliveau-Dunn For For Management 1b Elect Director Michael C. Camunez For For Management 1c Elect Director Vanessa C.L. Chang For Against Management 1d Elect Director James T. Morris For For Management 1e Elect Director Timothy T. O'Toole For For Management 1f Elect Director Pedro J. Pizarro For For Management 1g Elect Director Carey A. Smith For For Management 1h Elect Director Linda G. Stuntz For For Management 1i Elect Director William P. Sullivan For For Management 1j Elect Director Peter J. Taylor For For Management 1k Elect Director Keith Trent 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 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors -------------------------------------------------------------------------------- ELI LILLY AND COMPANY Ticker: LLY Security ID: 532457108 Meeting Date: MAY 04, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael L. Eskew For Abstain Management 1b Elect Director William G. Kaelin, Jr. For For Management 1c Elect Director David A. Ricks For For Management 1d Elect Director Marschall S. Runge For For Management 1e Elect Director Karen Walker 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 4 Declassify the Board of Directors For For Management 5 Eliminate Supermajority Voting For For Management Provisions 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Report on Forced Swim Test Against Against Shareholder 8 Require Independent Board Chairman Against For Shareholder 9 Disclose Board Matrix Including Against Against Shareholder Ideological Perspectives 10 Report on Integrating Drug Pricing Against Against Shareholder Risks into Senior Executive Compensation Arrangements 11 Adopt Policy on Bonus Banking Against Against Shareholder 12 Clawback Disclosure of Recoupment Against For Shareholder Activity from Senior Officers -------------------------------------------------------------------------------- ENTERGY CORPORATION Ticker: ETR Security ID: 29364G103 Meeting Date: MAY 08, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John R. Burbank For For Management 1b Elect Director Patrick J. Condon For For Management 1c Elect Director Leo P. Denault For For Management 1d Elect Director Kirkland H. Donald For For Management 1e Elect Director Philip L. Frederickson For For Management 1f Elect Director Alexis M. Herman For For Management 1g Elect Director M. Elise Hyland For For Management 1h Elect Director Stuart L. Levenick For For Management 1i Elect Director Blanche Lambert Lincoln For For Management 1j Elect Director Karen A. Puckett 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 -------------------------------------------------------------------------------- ESH HOSPITALITY, INC. Ticker: Security ID: 30224P211 Meeting Date: MAY 28, 2020 Meeting Type: Annual Record Date: APR 08, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce N. Haase For For Management 1.2 Elect Director Douglas G. Geoga For For Management 1.3 Elect Director Kapila K. Anand For For Management 1.4 Elect Director Neil T. Brown For For Management 1.5 Elect Director Lisa Palmer For For Management 1.6 Elect Director Steven E. Kent For For Management 1.7 Elect Director Simon M. Turner For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- EXELON CORPORATION Ticker: EXC Security ID: 30161N101 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Anthony Anderson For For Management 1b Elect Director Ann Berzin For For Management 1c Elect Director Laurie Brlas For For Management 1d Elect Director Christopher M. Crane For For Management 1e Elect Director Yves C. de Balmann For For Management 1f Elect Director Nicholas DeBenedictis For For Management 1g Elect Director Linda P. Jojo For For Management 1h Elect Director Paul Joskow For For Management 1i Elect Director Robert J. Lawless For For Management 1j Elect Director John Richardson For For Management 1k Elect Director Mayo Shattuck, III For For Management 1l Elect Director John F. Young 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 -------------------------------------------------------------------------------- EXPEDIA GROUP, INC. Ticker: EXPE Security ID: 30212P303 Meeting Date: DEC 03, 2019 Meeting Type: Annual Record Date: OCT 07, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Samuel Altman For For Management 1b Elect Director Susan C. Athey For For Management 1c Elect Director A. George 'Skip' Battle For For Management 1d Elect Director Chelsea Clinton For For Management 1e Elect Director Barry Diller For For Management 1f Elect Director Craig A. Jacobson For Withhold Management 1g Elect Director Victor A. Kaufman For Withhold Management 1h Elect Director Peter M. Kern For For Management 1i Elect Director Dara Khosrowshahi For For Management 1j Elect Director Mark D. Okerstrom For For Management 1k Elect Director Alexander von For For Management Furstenberg 1l Elect Director Julie Whalen For For Management 2a Approve Securities Transfer For For Management Restrictions 2b Approve Change-of-Control Clause For For Management 3 Ratify Ernst & Young as Auditors For For Management -------------------------------------------------------------------------------- EXPEDIA GROUP, INC. Ticker: EXPE Security ID: 30212P303 Meeting Date: JUN 10, 2020 Meeting Type: Annual Record Date: APR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Samuel Altman For For Management 1b Elect Director Susan C. Athey For For Management 1c Elect Director A. George 'Skip' Battle For For Management 1d Elect Director Chelsea Clinton For For Management 1e Elect Director Barry Diller For For Management 1f Elect Director Jon T. Gieselman For For Management 1g Elect Director Craig A. Jacobson For Withhold Management 1h Elect Director Peter M. Kern For For Management 1i Elect Director Dara Khosrowshahi For For Management 1j Elect Director Greg Mondre For For Management 1k Elect Director David Sambur For For Management 1l Elect Director Alexander von For For Management Furstenberg 1m Elect Director Julie Whalen 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 as Auditors For For Management 5 Report on Political Contributions and Against For Shareholder Expenditures -------------------------------------------------------------------------------- EXTENDED STAY AMERICA, INC. Ticker: STAY Security ID: 30224P200 Meeting Date: MAY 28, 2020 Meeting Type: Annual Record Date: APR 08, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce N. Haase For For Management 1.2 Elect Director Douglas G. Geoga For For Management 1.3 Elect Director Kapila K. Anand For For Management 1.4 Elect Director Ellen Keszler For For Management 1.5 Elect Director Jodie W. McLean For For Management 1.6 Elect Director Thomas F. O'Toole For For Management 1.7 Elect Director Richard F. Wallman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- F5 NETWORKS, INC. Ticker: FFIV Security ID: 315616102 Meeting Date: MAR 12, 2020 Meeting Type: Annual Record Date: JAN 07, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director A. Gary Ames For For Management 1b Elect Director Sandra E. Bergeron For For Management 1c Elect Director Deborah L. Bevier For For Management 1d Elect Director Michel Combes For For Management 1e Elect Director Michael L. Dreyer For For Management 1f Elect Director Alan J. Higginson For For Management 1g Elect Director Peter S. Klein For For Management 1h Elect Director Francois Locoh-Donou For For Management 1i Elect Director Nikhil Mehta For For Management 1j Elect Director Marie E. Myers 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 -------------------------------------------------------------------------------- FACEBOOK, INC. Ticker: FB Security ID: 30303M102 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: APR 03, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peggy Alford For Withhold Management 1.2 Elect Director Marc L. Andreessen For Withhold Management 1.3 Elect Director Andrew W. Houston For For Management 1.4 Elect Director Nancy Killefer For For Management 1.5 Elect Director Robert M. Kimmitt For For Management 1.6 Elect Director Sheryl K. Sandberg For For Management 1.7 Elect Director Peter A. Thiel For For Management 1.8 Elect Director Tracey T. Travis For For Management 1.9 Elect Director Mark Zuckerberg For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Non-Employee Director For Against Management Compensation Policy 4 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 5 Require Independent Board Chair Against For Shareholder 6 Require a Majority Vote for the Against For Shareholder Election of Directors 7 Report on Political Advertising Against For Shareholder 8 Require Independent Director Nominee Against For Shareholder with Human and/or Civil Rights Experience 9 Report on Civil and Human Rights Risk Against Against Shareholder Assessment 10 Report on Online Child Sexual Against For Shareholder Exploitation 11 Report on Median Gender/Racial Pay Gap Against For Shareholder -------------------------------------------------------------------------------- FORTINET, INC. Ticker: FTNT Security ID: 34959E109 Meeting Date: JUN 19, 2020 Meeting Type: Annual Record Date: APR 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ken Xie For For Management 1.2 Elect Director Michael Xie For For Management 1.3 Elect Director Kelly Ducourty For For Management 1.4 Elect Director Jean Hu For For Management 1.5 Elect Director Ming Hsieh For For Management 1.6 Elect Director William H. Neukom For For Management 1.7 Elect Director Christopher B. Paisley For For Management 1.8 Elect Director Judith Sim 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 4 Provide Right to Act by Written Consent Against For Shareholder 5 Prepare Employment Diversity Report Against For Shareholder -------------------------------------------------------------------------------- FRANKLIN RESOURCES, INC. Ticker: BEN Security ID: 354613101 Meeting Date: FEB 11, 2020 Meeting Type: Annual Record Date: DEC 13, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter K. Barker For For Management 1b Elect Director Mariann Byerwalter For For Management 1c Elect Director Gregory E. Johnson For For Management 1d Elect Director Jennifer M. Johnson For For Management 1e Elect Director Rupert H. Johnson, Jr. For For Management 1f Elect Director Anthony J. Noto For For Management 1g Elect Director Mark C. Pigott For For Management 1h Elect Director Laura Stein For For Management 1i Elect Director Seth H. Waugh For For Management 1j Elect Director Geoffrey Y. Yang For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- GENERAL MILLS, INC. Ticker: GIS Security ID: 370334104 Meeting Date: SEP 24, 2019 Meeting Type: Annual Record Date: JUL 26, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director R. Kerry Clark For For Management 1b Elect Director David M. Cordani For For Management 1c Elect Director Roger W. Ferguson, Jr. For For Management 1d Elect Director Jeffrey L. Harmening For For Management 1e Elect Director Maria G. Henry For For Management 1f Elect Director Elizabeth C. Lempres For For Management 1g Elect Director Diane L. Neal For For Management 1h Elect Director Steve Odland For For Management 1i Elect Director Maria A. Sastre For For Management 1j Elect Director Eric D. Sprunk For For Management 1k Elect Director Jorge A. Uribe For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- GENERAL MOTORS COMPANY Ticker: GM Security ID: 37045V100 Meeting Date: JUN 16, 2020 Meeting Type: Annual Record Date: APR 17, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mary T. Barra For For Management 1b Elect Director Wesley G. Bush For For Management 1c Elect Director Linda R. Gooden For For Management 1d Elect Director Joseph Jimenez For For Management 1e Elect Director Jane L. Mendillo For For Management 1f Elect Director Judith A. Miscik For For Management 1g Elect Director Patricia F. Russo For Abstain Management 1h Elect Director Thomas M. Schoewe For For Management 1i Elect Director Theodore M. Solso For For Management 1j Elect Director Carol M. Stephenson For For Management 1k Elect Director Devin N. Wenig For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Approve Omnibus Stock Plan For For Management 6 Provide Right to Act by Written Consent Against For Shareholder 7 Amend Proxy Access Right Against Against Shareholder 8 Report on Human Rights Policy Against Against Shareholder Implementation 9 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 06, 2020 Meeting Type: Annual Record Date: MAR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jacqueline K. Barton For For Management 1b Elect Director Sandra J. Horning For For Management 1c Elect Director Kelly A. Kramer For For Management 1d Elect Director Kevin E. Lofton For Abstain Management 1e Elect Director Harish Manwani For For Management 1f Elect Director Daniel P. O'Day For For Management 1g Elect Director Richard J. Whitley For For Management 1h Elect Director Per Wold-Olsen For Against Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Require Independent Board Chair Against For Shareholder 5 Eliminate the Ownership Threshold for Against For Shareholder Stockholders to Request a Record Date to Take Action by Written Consent -------------------------------------------------------------------------------- HCA HEALTHCARE, INC. Ticker: HCA Security ID: 40412C101 Meeting Date: MAY 01, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas F. Frist, III For For Management 1b Elect Director Samuel N. Hazen For For Management 1c Elect Director Meg G. Crofton For For Management 1d Elect Director Robert J. Dennis For For Management 1e Elect Director Nancy-Ann DeParle For For Management 1f Elect Director William R. Frist For For Management 1g Elect Director Charles O. Holliday, Jr. For For Management 1h Elect Director Michael W. Michelson For For Management 1i Elect Director Wayne J. Riley 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 4 Approve Omnibus Stock Plan For For Management 5 Provide Right to Call Special Meeting For For Management 6 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- HILTON WORLDWIDE HOLDINGS INC. Ticker: HLT Security ID: 43300A203 Meeting Date: JUN 05, 2020 Meeting Type: Annual Record Date: APR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Christopher J. Nassetta For For Management 1b Elect Director Jonathan D. Gray For For Management 1c Elect Director Charlene T. Begley For For Management 1d Elect Director Melanie L. Healey For For Management 1e Elect Director Raymond E. Mabus, Jr. For For Management 1f Elect Director Judith A. McHale For For Management 1g Elect Director John G. Schreiber For For Management 1h Elect Director Elizabeth A. Smith For For Management 1i Elect Director Douglas M. Steenland For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- HOLLYFRONTIER CORPORATION Ticker: HFC Security ID: 436106108 Meeting Date: MAY 13, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Anne-Marie N. Ainsworth For For Management 1b Elect Director Douglas Y. Bech For For Management 1c Elect Director Anna C. Catalano For For Management 1d Elect Director Leldon E. Echols For For Management 1e Elect Director Michael C. Jennings For For Management 1f Elect Director R. Craig Knocke For For Management 1g Elect Director Robert J. Kostelnik For For Management 1h Elect Director James H. Lee For For Management 1i Elect Director Franklin Myers For For Management 1j Elect Director Michael E. Rose 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 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- HOLOGIC, INC. Ticker: HOLX Security ID: 436440101 Meeting Date: MAR 05, 2020 Meeting Type: Annual Record Date: JAN 08, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen P. MacMillan For For Management 1.2 Elect Director Sally W. Crawford For For Management 1.3 Elect Director Charles J. Dockendorff For For Management 1.4 Elect Director Scott T. Garrett For Withhold Management 1.5 Elect Director Ludwig N. Hantson For For Management 1.6 Elect Director Namal Nawana For For Management 1.7 Elect Director Christiana Stamoulis For For Management 1.8 Elect Director Amy M. Wendell For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- HP INC. Ticker: HPQ Security ID: 40434L105 Meeting Date: MAY 12, 2020 Meeting Type: Annual Record Date: MAR 25, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Aida M. Alvarez For For Management 1.2 Elect Director Shumeet Banerji For For Management 1.3 Elect Director Robert R. Bennett For For Management 1.4 Elect Director Charles "Chip" V. Bergh For For Management 1.5 Elect Director Stacy Brown-Philpot For For Management 1.6 Elect Director Stephanie A. Burns For For Management 1.7 Elect Director Mary Anne Citrino For For Management 1.8 Elect Director Richard L. Clemmer For For Management 1.9 Elect Director Enrique Lores For For Management 1.10 Elect Director Yoky Matsuoka For For Management 1.11 Elect Director Stacey Mobley For For Management 1.12 Elect Director Subra Suresh 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 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- ILLINOIS TOOL WORKS INC. Ticker: ITW Security ID: 452308109 Meeting Date: MAY 08, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Daniel J. Brutto For For Management 1b Elect Director Susan Crown For Abstain Management 1c Elect Director James W. Griffith For For Management 1d Elect Director Jay L. Henderson For For Management 1e Elect Director Richard H. Lenny For For Management 1f Elect Director E. Scott Santi For For Management 1g Elect Director David B. Smith, Jr. For For Management 1h Elect Director Pamela B. Strobel For For Management 1i Elect Director Kevin M. Warren For For Management 1j Elect Director Anre D. Williams For For Management 2 Ratify Deloitte & Touche LLP as Auditor For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- INTEL CORPORATION Ticker: INTC Security ID: 458140100 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James J. Goetz For For Management 1b Elect Director Alyssa Henry For For Management 1c Elect Director Omar Ishrak For For Management 1d Elect Director Risa Lavizzo-Mourey For For Management 1e Elect Director Tsu-Jae King Liu For For Management 1f Elect Director Gregory D. Smith For For Management 1g Elect Director Robert 'Bob' H. Swan For For Management 1h Elect Director Andrew Wilson For For Management 1i Elect Director Frank D. Yeary 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 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Provide Right to Act by Written Consent Against For Shareholder 6 Report on Global Median Gender/Racial Against Against Shareholder Pay Gap -------------------------------------------------------------------------------- INTERCONTINENTAL EXCHANGE, INC. Ticker: ICE Security ID: 45866F104 Meeting Date: MAY 15, 2020 Meeting Type: Annual Record Date: MAR 17, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sharon Y. Bowen For For Management 1b Elect Director Charles R. Crisp For For Management 1c Elect Director Duriya M. Farooqui For For Management 1d Elect Director Jean-Marc Forneri For For Management 1e Elect Director The Right Hon. the Lord For For Management Hague of Richmond 1f Elect Director Frederick W. Hatfield For For Management 1g Elect Director Thomas E. Noonan For For Management 1h Elect Director Frederic V. Salerno For Abstain Management 1i Elect Director Jeffrey C. Sprecher For For Management 1j Elect Director Judith A. Sprieser For For Management 1k Elect Director Vincent Tese 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 -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORPORATION Ticker: IBM Security ID: 459200101 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas Buberl For For Management 1.2 Elect Director Michael L. Eskew For Against Management 1.3 Elect Director David N. Farr For For Management 1.4 Elect Director Alex Gorsky For For Management 1.5 Elect Director Michelle J. Howard For For Management 1.6 Elect Director Arvind Krishna For For Management 1.7 Elect Director Andrew N. Liveris For For Management 1.8 Elect Director Frederick William For For Management McNabb, III 1.9 Elect Director Martha E. Pollack For For Management 1.10 Elect Director Virginia M. Rometty For For Management 1.11 Elect Director Joseph R. Swedish For For Management 1.12 Elect Director Sidney Taurel For For Management 1.13 Elect Director Peter R. Voser For For Management 1.14 Elect Director Frederick H. Waddell 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 Amend Governing Documents to allow Against For Shareholder Removal of Directors 5 Provide Right to Act by Written Consent Against For Shareholder 6 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 23, 2020 Meeting Type: Annual Record Date: FEB 25, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mary C. Beckerle For For Management 1b Elect Director D. Scott Davis For For Management 1c Elect Director Ian E. L. Davis For For Management 1d Elect Director Jennifer A. Doudna For For Management 1e Elect Director Alex Gorsky For For Management 1f Elect Director Marillyn A. Hewson For For Management 1g Elect Director Hubert Joly For For Management 1h Elect Director Mark B. McClellan For For Management 1i Elect Director Anne M. Mulcahy For Abstain Management 1j Elect Director Charles Prince For Against Management 1k Elect Director A. Eugene Washington For For Management 1l Elect Director Mark A. Weinberger For For Management 1m Elect Director Ronald A. Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Certificate of Incorporation to For For Management Permit Removal of Directors With or Without Cause 5 Require Independent Board Chair Against For Shareholder 6 Report on Governance Measures Against For Shareholder Implemented Related to Opioids -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 19, 2020 Meeting Type: Annual Record Date: MAR 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda B. Bammann For For Management 1b Elect Director Stephen B. Burke For For Management 1c Elect Director Todd A. Combs For For Management 1d Elect Director James S. Crown For For Management 1e Elect Director James Dimon For For Management 1f Elect Director Timothy P. Flynn For For Management 1g Elect Director Mellody Hobson For For Management 1h Elect Director Michael A. Neal For For Management 1i Elect Director Lee R. Raymond For Against Management 1j Elect Director Virginia M. Rometty 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 Require Independent Board Chair Against For Shareholder 5 Report on Reputational Risk Related to Against Against Shareholder Canadian Oil Sands, Oil Sands Pipeline Companies and Arctic Oil and Gas Exploration and Production. 6 Report on Climate Change Against For Shareholder 7 Amend Shareholder Written Consent Against For Shareholder Provisions 8 Report on Charitable Contributions Against Against Shareholder 9 Report on Gender/Racial Pay Gap Against Against Shareholder -------------------------------------------------------------------------------- KEYCORP Ticker: KEY Security ID: 493267108 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 27, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce D. Broussard For For Management 1.2 Elect Director Gary M. Crosby For For Management 1.3 Elect Director Alexander M. Cutler For For Management 1.4 Elect Director H. James Dallas For For Management 1.5 Elect Director Elizabeth R. Gile For For Management 1.6 Elect Director Ruth Ann M. Gillis For For Management 1.7 Elect Director Christopher M. Gorman For For Management 1.8 Elect Director Carlton L. Highsmith For For Management 1.9 Elect Director Richard J. Hipple For For Management 1.10 Elect Director Kristen L. Manos For For Management 1.11 Elect Director Barbara R. Snyder For For Management 1.12 Elect Director David K. Wilson 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 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- KIMBERLY-CLARK CORPORATION Ticker: KMB Security ID: 494368103 Meeting Date: APR 29, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Abelardo E. Bru For For Management 1.2 Elect Director Robert W. Decherd For For Management 1.3 Elect Director Michael D. Hsu For For Management 1.4 Elect Director Mae C. Jemison For Against Management 1.5 Elect Director S. Todd Maclin For For Management 1.6 Elect Director Sherilyn S. McCoy For For Management 1.7 Elect Director Christa S. Quarles For For Management 1.8 Elect Director Ian C. Read For For Management 1.9 Elect Director Dunia A. Shive For For Management 1.10 Elect Director Mark T. Smucker For For Management 1.11 Elect Director Michael D. White 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 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- KONTOOR BRANDS, INC. Ticker: KTB Security ID: 50050N103 Meeting Date: APR 21, 2020 Meeting Type: Annual Record Date: FEB 18, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Juliana L. Chugg For Withhold Management 1.2 Elect Director Shelley Stewart, Jr. 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 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- L3HARRIS TECHNOLOGIES, INC. Ticker: LHX Security ID: 502431109 Meeting Date: OCT 25, 2019 Meeting Type: Annual Record Date: AUG 30, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sallie B. Bailey For For Management 1b Elect Director William M. Brown For For Management 1c Elect Director Peter W. Chiarelli For For Management 1d Elect Director Thomas A. Corcoran For For Management 1e Elect Director Thomas A. Dattilo For For Management 1f Elect Director Roger B. Fradin For For Management 1g Elect Director Lewis Hay, III For For Management 1h Elect Director Lewis Kramer For For Management 1i Elect Director Christopher E. Kubasik For For Management 1j Elect Director Rita S. Lane For For Management 1k Elect Director Robert B. Millard For For Management 1l Elect Director Lloyd W. Newton 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 -------------------------------------------------------------------------------- LAM RESEARCH CORPORATION Ticker: LRCX Security ID: 512807108 Meeting Date: NOV 05, 2019 Meeting Type: Annual Record Date: SEP 06, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sohail U. Ahmed For For Management 1.2 Elect Director Timothy M. Archer For For Management 1.3 Elect Director Eric K. Brandt For For Management 1.4 Elect Director Michael R. Cannon For For Management 1.5 Elect Director Youssef A. El-Mansy For For Management 1.6 Elect Director Catherine P. Lego For For Management 1.7 Elect Director Bethany J. Mayer For For Management 1.8 Elect Director Abhijit Y. Talwalkar For For Management 1.9 Elect Director Lih Shyng (Rick L.) Tsai For For Management 1.10 Elect Director Leslie F. Varon 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 -------------------------------------------------------------------------------- LAS VEGAS SANDS CORP. Ticker: LVS Security ID: 517834107 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sheldon G. Adelson For For Management 1.2 Elect Director Irwin Chafetz For For Management 1.3 Elect Director Micheline Chau For For Management 1.4 Elect Director Patrick Dumont For For Management 1.5 Elect Director Charles D. Forman For For Management 1.6 Elect Director Robert G. Goldstein For For Management 1.7 Elect Director George Jamieson For For Management 1.8 Elect Director Charles A. Koppelman For Withhold Management 1.9 Elect Director Lewis Kramer For For Management 1.10 Elect Director David F. Levi For Withhold Management 1.11 Elect Director Xuan Yan For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- LOCKHEED MARTIN CORPORATION Ticker: LMT Security ID: 539830109 Meeting Date: APR 23, 2020 Meeting Type: Annual Record Date: FEB 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel F. Akerson For For Management 1.2 Elect Director David B. Burritt For For Management 1.3 Elect Director Bruce A. Carlson For Against Management 1.4 Elect Director Joseph F. Dunford, Jr. For For Management 1.5 Elect Director James O. Ellis, Jr. For For Management 1.6 Elect Director Thomas J. Falk For For Management 1.7 Elect Director Ilene S. Gordon For For Management 1.8 Elect Director Marillyn A. Hewson For For Management 1.9 Elect Director Vicki A. Hollub For For Management 1.10 Elect Director Jeh C. Johnson For For Management 1.11 Elect Director Debra L. Reed-Klages For For Management 1.12 Elect Director James D. Taiclet, Jr. 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 4 Approve Omnibus Stock Plan For For Management 5 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- LYONDELLBASELL INDUSTRIES N.V. Ticker: LYB Security ID: N53745100 Meeting Date: SEP 12, 2019 Meeting Type: Special Record Date: AUG 15, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 2 Approve the Cancellation of Shares For For Management -------------------------------------------------------------------------------- LYONDELLBASELL INDUSTRIES N.V. Ticker: LYB Security ID: N53745100 Meeting Date: MAY 29, 2020 Meeting Type: Annual Record Date: MAY 01, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jacques Aigrain For For Management 1b Elect Director Lincoln Benet For For Management 1c Elect Director Jagjeet (Jeet) Bindra For For Management 1d Elect Director Robin Buchanan For For Management 1e Elect Director Stephen Cooper For For Management 1f Elect Director Nance Dicciani For For Management 1g Elect Director Claire Farley For For Management 1h Elect Director Isabella (Bella) Goren For For Management 1i Elect Director Michael Hanley For For Management 1j Elect Director Albert Manifold For For Management 1k Elect Director Bhavesh (Bob) Patel For For Management 2 Approve Discharge of the Members of For For Management the Board of Directors 3 Adopt Financial Statements and For For Management Statutory Reports 4 Ratify PricewaterhouseCoopers For For Management Accountants N.V. as Auditors 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Approve Dividends of USD 4.20 Per Share For For Management 8 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 9 Approve Cancellation of Shares For For Management -------------------------------------------------------------------------------- MACQUARIE INFRASTRUCTURE CORPORATION Ticker: MIC Security ID: 55608B105 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 19, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Amanda M. Brock For For Management 1b Elect Director Norman H. Brown, Jr. For For Management 1c Elect Director Christopher Frost For For Management 1d Elect Director Maria Jelescu-Dreyfus For For Management 1e Elect Director Ronald Kirk For For Management 1f Elect Director H.E. (Jack) Lentz For For Management 1g Elect Director Ouma Sananikone For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- MASTERCARD INCORPORATED Ticker: MA Security ID: 57636Q104 Meeting Date: JUN 16, 2020 Meeting Type: Annual Record Date: APR 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard Haythornthwaite For Abstain Management 1b Elect Director Ajay Banga For For Management 1c Elect Director Richard K. Davis For For Management 1d Elect Director Steven J. Freiberg For For Management 1e Elect Director Julius Genachowski For For Management 1f Elect Director Choon Phong Goh For For Management 1g Elect Director Merit E. Janow For For Management 1h Elect Director Oki Matsumoto For For Management 1i Elect Director Youngme Moon For For Management 1j Elect Director Rima Qureshi For For Management 1k Elect Director Jose Octavio Reyes For For Management Lagunes 1l Elect Director Gabrielle Sulzberger For For Management 1m Elect Director Jackson Tai For For Management 1n Elect Director Lance Uggla For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- MAXIM INTEGRATED PRODUCTS, INC. Ticker: MXIM Security ID: 57772K101 Meeting Date: NOV 07, 2019 Meeting Type: Annual Record Date: SEP 13, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William (Bill) P. For For Management Sullivan 1b Elect Director Tunc Doluca For For Management 1c Elect Director Tracy C. Accardi For For Management 1d Elect Director James R. Bergman For For Management 1e Elect Director Joseph R. Bronson For For Management 1f Elect Director Robert E. Grady For For Management 1g Elect Director Mercedes Johnson For For Management 1h Elect Director William D. Watkins For For Management 1i Elect Director MaryAnn Wright For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MCKESSON CORPORATION Ticker: MCK Security ID: 58155Q103 Meeting Date: JUL 31, 2019 Meeting Type: Annual Record Date: JUN 04, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dominic J. Caruso For For Management 1.2 Elect Director N. Anthony Coles For Against Management 1.3 Elect Director M. Christine Jacobs For For Management 1.4 Elect Director Donald R. Knauss For For Management 1.5 Elect Director Marie L. Knowles For For Management 1.6 Elect Director Bradley E. Lerman For For Management 1.7 Elect Director Edward A. Mueller For For Management 1.8 Elect Director Susan R. Salka For For Management 1.9 Elect Director Brian S. Tyler For For Management 1.10 Elect Director Kenneth E. Washington For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- MEDICAL PROPERTIES TRUST, INC. Ticker: MPW Security ID: 58463J304 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward K. Aldag, Jr. For For Management 1.2 Elect Director G. Steven Dawson For For Management 1.3 Elect Director R. Steven Hamner For For Management 1.4 Elect Director Caterina A. Mozingo For For Management 1.5 Elect Director Elizabeth N. Pitman For For Management 1.6 Elect Director C. Reynolds Thompson, For For Management III 1.7 Elect Director D. Paul Sparks, Jr. For For Management 1.8 Elect Director Michael G. Stewart For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MEDTRONIC PLC Ticker: MDT Security ID: G5960L103 Meeting Date: DEC 06, 2019 Meeting Type: Annual Record Date: OCT 10, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard H. Anderson For For Management 1b Elect Director Craig Arnold For For Management 1c Elect Director Scott C. Donnelly For For Management 1d Elect Director Andrea J. Goldsmith For For Management 1e Elect Director Randall J. Hogan, III For For Management 1f Elect Director Omar Ishrak For For Management 1g Elect Director Michael O. Leavitt For For Management 1h Elect Director James T. Lenehan For For Management 1i Elect Director Geoffrey S. Martha For For Management 1j Elect Director Elizabeth G. Nabel For For Management 1k Elect Director Denise M. O'Leary For For Management 1l Elect Director Kendall J. Powell For Against Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Renew the Board's Authority to Issue For For Management Shares Under Irish Law 5 Renew the Board's Authority to Opt-Out For For Management of Statutory Pre-Emptions Rights Under Irish Law 6 Authorize Overseas Market Purchases of For For Management Ordinary Shares -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 58933Y105 Meeting Date: MAY 26, 2020 Meeting Type: Annual Record Date: MAR 27, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Leslie A. Brun For Abstain Management 1b Elect Director Thomas R. Cech For For Management 1c Elect Director Mary Ellen Coe For For Management 1d Elect Director Pamela J. Craig For For Management 1e Elect Director Kenneth C. Frazier For For Management 1f Elect Director Thomas H. Glocer For For Management 1g Elect Director Risa J. Lavizzo-Mourey For For Management 1h Elect Director Paul B. Rothman For For Management 1i Elect Director Patricia F. Russo For For Management 1j Elect Director Christine E. Seidman For For Management 1k Elect Director Inge G. Thulin For For Management 1l Elect Director Kathy J. Warden For For Management 1m Elect Director Peter C. Wendell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Provide Right to Act by Written Consent Against For Shareholder 5 Report on Corporate Tax Savings Against Against Shareholder Allocation -------------------------------------------------------------------------------- METLIFE, INC. Ticker: MET Security ID: 59156R108 Meeting Date: JUN 16, 2020 Meeting Type: Annual Record Date: APR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Cheryl W. Grise For For Management 1b Elect Director Carlos M. Gutierrez For For Management 1c Elect Director Gerald L. Hassell For For Management 1d Elect Director David L. Herzog For For Management 1e Elect Director R. Glenn Hubbard For For Management 1f Elect Director Edward J. Kelly, III For For Management 1g Elect Director William E. Kennard For For Management 1h Elect Director Michel A. Khalaf For For Management 1i Elect Director Catherine R. Kinney For For Management 1j Elect Director Diana L. McKenzie For For Management 1k Elect Director Denise M. Morrison For For Management 1l Elect Director Mark A. Weinberger 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 -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: DEC 04, 2019 Meeting Type: Annual Record Date: OCT 08, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates, III For For Management 1.2 Elect Director Reid G. Hoffman For For Management 1.3 Elect Director Hugh F. Johnston For For Management 1.4 Elect Director Teri L. List-Stoll For For Management 1.5 Elect Director Satya Nadella For For Management 1.6 Elect Director Sandra E. Peterson For For Management 1.7 Elect Director Penny S. Pritzker For For Management 1.8 Elect Director Charles W. Scharf For For Management 1.9 Elect Director Arne M. Sorenson For For Management 1.10 Elect Director John W. Stanton For For Management 1.11 Elect Director John W. Thompson For For Management 1.12 Elect Director Emma N. Walmsley For For Management 1.13 Elect Director Padmasree Warrior 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 4 Report on Employee Representation on Against Against Shareholder the Board of Directors 5 Report on Gender Pay Gap Against Against Shareholder -------------------------------------------------------------------------------- MOODY'S CORPORATION Ticker: MCO Security ID: 615369105 Meeting Date: APR 21, 2020 Meeting Type: Annual Record Date: FEB 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Basil L. Anderson For For Management 1b Elect Director Jorge A. Bermudez For For Management 1c Elect Director Therese Esperdy For For Management 1d Elect Director Vincent A. Forlenza For For Management 1e Elect Director Kathryn M. Hill For For Management 1f Elect Director Raymond W. McDaniel, Jr. For For Management 1g Elect Director Henry A. McKinnell, Jr. For For Management 1h Elect Director Leslie F. Seidman For For Management 1i Elect Director Bruce Van Saun For For Management 2a Eliminate Supermajority Vote For For Management Requirements to Amend Charter and Bylaws 2b Eliminate Supermajority Vote For For Management Requirement to Remove Directors 2c Eliminate Supermajority Vote For For Management Requirement for Filling Open Board Seats 3 Ratify KPMG LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MORGAN STANLEY Ticker: MS Security ID: 617446448 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Elizabeth Corley For For Management 1b Elect Director Alistair Darling For For Management 1c Elect Director Thomas H. Glocer For For Management 1d Elect Director James P. Gorman For For Management 1e Elect Director Robert H. Herz For For Management 1f Elect Director Nobuyuki Hirano For For Management 1g Elect Director Stephen J. Luczo For For Management 1h Elect Director Jami Miscik For For Management 1i Elect Director Dennis M. Nally For For Management 1j Elect Director Takeshi Ogasawara For For Management 1k Elect Director Hutham S. Olayan For For Management 1l Elect Director Mary L. Schapiro For For Management 1m Elect Director Perry M. Traquina For For Management 1n Elect Director Rayford Wilkins, Jr. 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 -------------------------------------------------------------------------------- MYLAN N.V. Ticker: MYL Security ID: N59465109 Meeting Date: JUN 30, 2020 Meeting Type: Annual/Special Record Date: JUN 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Heather Bresch For For Management 1B Elect Director Robert J. Cindrich For For Management 1C Elect Director Robert J. Coury For For Management 1D Elect Director JoEllen Lyons Dillon For Against Management 1E Elect Director Neil Dimick For For Management 1F Elect Director Melina Higgins For For Management 1G Elect Director Harry A. Korman For For Management 1H Elect Director Rajiv Malik For For Management 1I Elect Director Richard A. Mark For For Management 1J Elect Director Mark W. Parrish For For Management 1K Elect Director Pauline van der Meer For For Management Mohr 1L Elect Director Randall L. (Pete) For For Management Vanderveen 1M Elect Director Sjoerd S. Vollebregt For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Adopt Financial Statements and For For Management Statutory Reports 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Instruction to Deloitte Accountants B. For For Management V. for the Audit of the Company's Dutch Statutory Annual Accounts for Fiscal Year 2020 6 Authorize Share Repurchase Program For For Management 7 Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital and Restrict/Exclude Preemptive Rights E1E Approve Combination For For Management E2E Advisory Vote on Golden Parachutes For Against Management E3E Approve Board Composition For For Management E4E Amend Right to Call Special Meeting For Against Management -------------------------------------------------------------------------------- NEWELL BRANDS INC. Ticker: NWL Security ID: 651229106 Meeting Date: MAY 11, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Bridget Ryan Berman For For Management 1b Elect Director Patrick D. Campbell For For Management 1c Elect Director James R. Craigie For For Management 1d Elect Director Debra A. Crew For For Management 1e Elect Director Brett M. Icahn For For Management 1f Elect Director Gerardo I. Lopez For For Management 1g Elect Director Courtney R. Mather For For Management 1h Elect Director Ravichandra K. Saligram For For Management 1i Elect Director Judith A. Sprieser For For Management 1j Elect Director Robert A. Steele For For Management 1k Elect Director Steven J. Strobel For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 19, 2019 Meeting Type: Annual Record Date: JUL 19, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan B. Graf, Jr. For For Management 1.2 Elect Director Peter B. Henry For For Management 1.3 Elect Director Michelle A. Peluso For Withhold Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- NUCOR CORPORATION Ticker: NUE Security ID: 670346105 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lloyd J. Austin, III For For Management 1.2 Elect Director Patrick J. Dempsey For For Management 1.3 Elect Director Christopher J. Kearney For For Management 1.4 Elect Director Laurette T. Koellner For For Management 1.5 Elect Director Joseph D. Rupp For For Management 1.6 Elect Director Leon J. Topalian For For Management 1.7 Elect Director John H. Walker For For Management 1.8 Elect Director Nadja Y. West For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditor 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- PERRIGO COMPANY PLC Ticker: PRGO Security ID: G97822103 Meeting Date: MAY 06, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bradley A. Alford For For Management 1.2 Elect Director Rolf A. Classon For For Management 1.3 Elect Director Adriana Karaboutis For For Management 1.4 Elect Director Murray S. Kessler For For Management 1.5 Elect Director Jeffrey B. Kindler For For Management 1.6 Elect Director Erica L. Mann For For Management 1.7 Elect Director Donal O'Connor For For Management 1.8 Elect Director Geoffrey M. Parker For For Management 1.9 Elect Director Theodore R. Samuels For For Management 2 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Authorize Issue of Equity For For Management 5 Authorize Issuance of Equity without For For Management Preemptive Rights -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 23, 2020 Meeting Type: Annual Record Date: FEB 25, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald E. Blaylock For For Management 1.2 Elect Director Albert Bourla For For Management 1.3 Elect Director W. Don Cornwell For For Management 1.4 Elect Director Joseph J. Echevarria For For Management 1.5 Elect Director Scott Gottlieb For For Management 1.6 Elect Director Helen H. Hobbs For For Management 1.7 Elect Director Susan Hockfield For For Management 1.8 Elect Director James M. Kilts For Against Management 1.9 Elect Director Dan R. Littman For For Management 1.10 Elect Director Shantanu Narayen For For Management 1.11 Elect Director Suzanne Nora Johnson For For Management 1.12 Elect Director James Quincey For For Management 1.13 Elect Director James C. Smith 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 Provide Right to Act by Written Consent Against For Shareholder 5 Amend Proxy Access Right Against Against Shareholder 6 Report on Lobbying Payments and Policy Against Against Shareholder 7 Require Independent Board Chair Against For Shareholder 8 Report on Gender Pay Gap Against For Shareholder 9 Elect Director Susan Desmond-Hellmann For For Management -------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Ticker: PM Security ID: 718172109 Meeting Date: MAY 06, 2020 Meeting Type: Annual Record Date: MAR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Andre Calantzopoulos For For Management 1b Elect Director Louis C. Camilleri For For Management 1c Elect Director Werner Geissler For For Management 1d Elect Director Lisa A. Hook For For Management 1e Elect Director Jennifer Li For For Management 1f Elect Director Jun Makihara For For Management 1g Elect Director Kalpana Morparia For For Management 1h Elect Director Lucio A. Noto For For Management 1i Elect Director Frederik Paulsen For For Management 1j Elect Director Robert B. Polet For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers SA as For For Management Auditor -------------------------------------------------------------------------------- PROLOGIS, INC. Ticker: PLD Security ID: 74340W103 Meeting Date: APR 29, 2020 Meeting Type: Annual Record Date: MAR 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Hamid R. Moghadam For For Management 1b Elect Director Cristina G. Bita For For Management 1c Elect Director George L. Fotiades For Against Management 1d Elect Director Lydia H. Kennard For For Management 1e Elect Director Irving F. Lyons, III For For Management 1f Elect Director Avid Modjtabai For For Management 1g Elect Director David P. O'Connor For For Management 1h Elect Director Olivier Piani For For Management 1i Elect Director Jeffrey L. Skelton For Abstain Management 1j Elect Director Carl B. Webb For For Management 1k Elect Director William D. Zollars For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Increase Authorized Common Stock For For Management 5 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- PRUDENTIAL FINANCIAL, INC. Ticker: PRU Security ID: 744320102 Meeting Date: MAY 12, 2020 Meeting Type: Annual Record Date: MAR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas J. Baltimore, Jr. For Against Management 1.2 Elect Director Gilbert F. Casellas For For Management 1.3 Elect Director Robert M. Falzon For For Management 1.4 Elect Director Martina Hund-Mejean For For Management 1.5 Elect Director Karl J. Krapek For For Management 1.6 Elect Director Peter R. Lighte For For Management 1.7 Elect Director Charles F. Lowrey For For Management 1.8 Elect Director George Paz For For Management 1.9 Elect Director Sandra Pianalto For For Management 1.10 Elect Director Christine A. Poon For For Management 1.11 Elect Director Douglas A. Scovanner For For Management 1.12 Elect Director Michael A. Todman 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 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- PULTEGROUP, INC. Ticker: PHM Security ID: 745867101 Meeting Date: MAY 07, 2020 Meeting Type: Annual Record Date: MAR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Brian P. Anderson For For Management 1b Elect Director Bryce Blair For For Management 1c Elect Director Richard W. Dreiling For For Management 1d Elect Director Thomas J. Folliard For For Management 1e Elect Director Cheryl W. Grise For For Management 1f Elect Director Andre J. Hawaux For For Management 1g Elect Director Ryan R. Marshall For For Management 1h Elect Director John R. Peshkin For For Management 1i Elect Director Scott F. Powers For For Management 1j Elect Director Lila Snyder 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 -------------------------------------------------------------------------------- QORVO, INC. Ticker: QRVO Security ID: 74736K101 Meeting Date: AUG 06, 2019 Meeting Type: Annual Record Date: JUN 13, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ralph G. Quinsey For For Management 1.2 Elect Director Robert A. Bruggeworth For For Management 1.3 Elect Director Jeffery R. Gardner For Withhold Management 1.4 Elect Director John R. Harding For For Management 1.5 Elect Director David H. Y. Ho For For Management 1.6 Elect Director Roderick D. Nelson For For Management 1.7 Elect Director Walden C. Rhines For For Management 1.8 Elect Director Susan L. Spradley For For Management 1.9 Elect Director Walter H. Wilkinson, Jr. For Withhold Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- QUALCOMM INCORPORATED Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 10, 2020 Meeting Type: Annual Record Date: JAN 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mark Fields For For Management 1b Elect Director Jeffrey W. Henderson For For Management 1c Elect Director Ann M. Livermore For For Management 1d Elect Director Harish Manwani For For Management 1e Elect Director Mark D. McLaughlin For For Management 1f Elect Director Steve Mollenkopf For For Management 1g Elect Director Clark T. "Sandy" Randt, For For Management Jr. 1h Elect Director Irene B. Rosenfeld For For Management 1i Elect Director Kornelis "Neil" Smit For For Management 1j Elect Director Anthony J. Vinciquerra For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ROBERT HALF INTERNATIONAL INC. Ticker: RHI Security ID: 770323103 Meeting Date: MAY 20, 2020 Meeting Type: Annual Record Date: MAR 27, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Julia L. Coronado For For Management 1.2 Elect Director Dirk A. Kempthorne For For Management 1.3 Elect Director Harold M. Messmer, Jr. For For Management 1.4 Elect Director Marc H. Morial For For Management 1.5 Elect Director Barbara J. Novogradac For For Management 1.6 Elect Director Robert J. Pace For For Management 1.7 Elect Director Frederick A. Richman For For Management 1.8 Elect Director M. Keith Waddell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditor -------------------------------------------------------------------------------- S&P GLOBAL INC. Ticker: SPGI Security ID: 78409V104 Meeting Date: MAY 13, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marco Alvera For For Management 1.2 Elect Director William J. Amelio For For Management 1.3 Elect Director William D. Green For For Management 1.4 Elect Director Charles E. Haldeman, Jr. For For Management 1.5 Elect Director Stephanie C. Hill For For Management 1.6 Elect Director Rebecca J. Jacoby For For Management 1.7 Elect Director Monique F. Leroux For For Management 1.8 Elect Director Maria R. Morris For For Management 1.9 Elect Director Douglas L. Peterson For For Management 1.10 Elect Director Edward B. Rust, Jr. For For Management 1.11 Elect Director Kurt L. Schmoke For For Management 1.12 Elect Director Richard E. Thornburgh For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Provide Directors May Be Removed With For For Management or Without Cause 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- SBA COMMUNICATIONS CORPORATION Ticker: SBAC Security ID: 78410G104 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 12, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven E. Bernstein For For Management 1.2 Elect Director Duncan H. Cocroft For For Management 1.3 Elect Director Fidelma Russo 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 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- SEAGATE TECHNOLOGY PLC Ticker: STX Security ID: G7945M107 Meeting Date: OCT 29, 2019 Meeting Type: Annual Record Date: SEP 03, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William D. Mosley For For Management 1b Elect Director Stephen J. Luczo For For Management 1c Elect Director Mark W. Adams For For Management 1d Elect Director Judy Bruner For For Management 1e Elect Director Michael R. Cannon For For Management 1f Elect Director William T. Coleman For For Management 1g Elect Director Jay L. Geldmacher For For Management 1h Elect Director Dylan G. Haggart For For Management 1i Elect Director Stephanie Tilenius For For Management 1j Elect Director Edward J. Zander For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 4 Amend Omnibus Stock Plan For For Management 5 Authorize Board to Allot and Issue For Against Management Shares 6 Authorize Board to Opt-Out of For For Management Statutory Pre-Emption Rights 7 Determine Price Range for Reissuance For For Management of Treasury Shares -------------------------------------------------------------------------------- SOUTHWEST AIRLINES CO. Ticker: LUV Security ID: 844741108 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 25, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David W. Biegler For For Management 1b Elect Director J. Veronica Biggins For For Management 1c Elect Director Douglas H. Brooks For For Management 1d Elect Director William H. Cunningham For For Management 1e Elect Director John G. Denison For For Management 1f Elect Director Thomas W. Gilligan For For Management 1g Elect Director Gary C. Kelly For For Management 1h Elect Director Grace D. Lieblein For For Management 1i Elect Director Nancy B. Loeffler For For Management 1j Elect Director John T. Montford For For Management 1k Elect Director Ron Ricks 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 4 Require Independent Board Chair Against For Shareholder 5 Provide Right to Act by Written Consent Against For Shareholder 6 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- STARBUCKS CORPORATION Ticker: SBUX Security ID: 855244109 Meeting Date: MAR 18, 2020 Meeting Type: Annual Record Date: JAN 10, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard E. Allison, Jr. For For Management 1b Elect Director Rosalind G. Brewer For For Management 1c Elect Director Andrew Campion For For Management 1d Elect Director Mary N. Dillon For Against Management 1e Elect Director Isabel Ge Mahe For For Management 1f Elect Director Mellody Hobson For For Management 1g Elect Director Kevin R. Johnson For For Management 1h Elect Director Jorgen Vig Knudstorp For For Management 1i Elect Director Satya Nadella For For Management 1j Elect Director Joshua Cooper Ramo For For Management 1k Elect Director Clara Shih For For Management 1l Elect Director Javier G. Teruel For For Management 1m Elect Director Myron E. Ullman, III For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Report on Risks of Omitting Viewpoint Against Against Shareholder and Ideology from EEO Policy -------------------------------------------------------------------------------- STARWOOD PROPERTY TRUST, INC. Ticker: STWD Security ID: 85571B105 Meeting Date: APR 29, 2020 Meeting Type: Annual Record Date: MAR 03, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard D. Bronson For For Management 1.2 Elect Director Jeffrey G. Dishner For For Management 1.3 Elect Director Camille J. Douglas For For Management 1.4 Elect Director Solomon J. Kumin For For Management 1.5 Elect Director Fred S. Ridley For For Management 1.6 Elect Director Barry S. Sternlicht For For Management 1.7 Elect Director Strauss Zelnick For Withhold Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- SYNCHRONY FINANCIAL Ticker: SYF Security ID: 87165B103 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 26, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Margaret M. Keane For For Management 1b Elect Director Fernando Aguirre For For Management 1c Elect Director Paget L. Alves For For Management 1d Elect Director Arthur W. Coviello, Jr. For For Management 1e Elect Director William W. Graylin For For Management 1f Elect Director Roy A. Guthrie For For Management 1g Elect Director Richard C. Hartnack For For Management 1h Elect Director Jeffrey G. Naylor For For Management 1i Elect Director Laurel J. Richie For For Management 1j Elect Director Olympia J. Snowe For For Management 1k Elect Director Ellen M. Zane For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- T. ROWE PRICE GROUP, INC. Ticker: TROW Security ID: 74144T108 Meeting Date: MAY 12, 2020 Meeting Type: Annual Record Date: MAR 11, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mark S. Bartlett For For Management 1b Elect Director Mary K. Bush For For Management 1c Elect Director Dina Dublon For For Management 1d Elect Director Freeman A. Hrabowski, For For Management III 1e Elect Director Robert F. MacLellan For For Management 1f Elect Director Olympia J. Snowe For For Management 1g Elect Director Robert J. Stevens For For Management 1h Elect Director William J. Stromberg For For Management 1i Elect Director Richard R. Verma For For Management 1j Elect Director Sandra S. Wijnberg For For Management 1k Elect Director Alan D. Wilson 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 Approve Omnibus Stock Plan For For Management 5 Report on and Assess Proxy Voting Against Against Shareholder Policies in Relation to Climate Change Position -------------------------------------------------------------------------------- TAPESTRY, INC. Ticker: TPR Security ID: 876030107 Meeting Date: NOV 07, 2019 Meeting Type: Annual Record Date: SEP 06, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Darrell Cavens For For Management 1B Elect Director David Denton For For Management 1C Elect Director Anne Gates For For Management 1D Elect Director Andrea Guerra For For Management 1E Elect Director Susan Kropf For For Management 1F Elect Director Annabelle Yu Long For For Management 1G Elect Director Ivan Menezes For For Management 1H Elect Director Jide Zeitlin 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 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 10, 2020 Meeting Type: Annual Record Date: APR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Douglas M. Baker, Jr. For Abstain Management 1b Elect Director George S. Barrett For For Management 1c Elect Director Brian C. Cornell For For Management 1d Elect Director Calvin Darden For For Management 1e Elect Director Robert L. Edwards For For Management 1f Elect Director Melanie L. Healey For For Management 1g Elect Director Donald R. Knauss For For Management 1h Elect Director Monica C. Lozano For For Management 1i Elect Director Mary E. Minnick For For Management 1j Elect Director Kenneth L. Salazar For For Management 1k Elect Director Dmitri L. Stockton 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 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- TCG BDC, INC. Ticker: CGBD Security ID: 872280102 Meeting Date: JUN 22, 2020 Meeting Type: Annual Record Date: APR 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda Pace For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Security ID: 882508104 Meeting Date: APR 23, 2020 Meeting Type: Annual Record Date: FEB 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mark A. Blinn For For Management 1b Elect Director Todd M. Bluedorn For For Management 1c Elect Director Janet F. Clark For For Management 1d Elect Director Carrie S. Cox For For Management 1e Elect Director Martin S. Craighead For For Management 1f Elect Director Jean M. Hobby For For Management 1g Elect Director Michael D. Hsu For For Management 1h Elect Director Ronald Kirk For Abstain Management 1i Elect Director Pamela H. Patsley For For Management 1j Elect Director Robert E. Sanchez For For Management 1k Elect Director Richard k. Templeton 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 -------------------------------------------------------------------------------- THE AES CORPORATION Ticker: AES Security ID: 00130H105 Meeting Date: APR 23, 2020 Meeting Type: Annual Record Date: MAR 03, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Janet G. Davidson For For Management 1.2 Elect Director Andres R. Gluski For For Management 1.3 Elect Director Tarun Khanna For For Management 1.4 Elect Director Holly K. Koeppel For For Management 1.5 Elect Director Julia M. Laulis For For Management 1.6 Elect Director James H. Miller For For Management 1.7 Elect Director Alain Monie For For Management 1.8 Elect Director John B. Morse, Jr. For For Management 1.9 Elect Director Moises Naim For For Management 1.10 Elect Director Jeffrey W. Ubben 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 4 Require Shareholder Approval of Bylaw Against Against Shareholder and Charter Amendments Adopted by the Board of Directors -------------------------------------------------------------------------------- THE ALLSTATE CORPORATION Ticker: ALL Security ID: 020002101 Meeting Date: MAY 19, 2020 Meeting Type: Annual Record Date: MAR 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kermit R. Crawford For For Management 1b Elect Director Michael L. Eskew For For Management 1c Elect Director Margaret M. Keane For For Management 1d Elect Director Siddharth N. (Bobby) For For Management Mehta 1e Elect Director Jacques P. Perold For For Management 1f Elect Director Andrea Redmond For Abstain Management 1g Elect Director Gregg M. Sherrill For For Management 1h Elect Director Judith A. Sprieser For For Management 1i Elect Director Perry M. Traquina For For Management 1j Elect Director Thomas J. Wilson 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 -------------------------------------------------------------------------------- THE BANK OF NEW YORK MELLON CORPORATION Ticker: BK Security ID: 064058100 Meeting Date: APR 15, 2020 Meeting Type: Annual Record Date: FEB 18, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda Z. Cook For For Management 1b Elect Director Joseph J. Echevarria For For Management 1c Elect Director Thomas P. "Todd" Gibbons For For Management 1d Elect Director Jeffrey A. Goldstein For For Management 1e Elect Director Edmund F. "Ted" Kelly For For Management 1f Elect Director Jennifer B. Morgan For For Management 1g Elect Director Elizabeth E. Robinson For For Management 1h Elect Director Samuel C. Scott, III For For Management 1i Elect Director Frederick O. Terrell For For Management 1j Elect Director Alfred W. "AI" Zollar 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 Report on Gender Pay Gap Against Against Shareholder 5 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors -------------------------------------------------------------------------------- THE HERSHEY COMPANY Ticker: HSY Security ID: 427866108 Meeting Date: MAY 12, 2020 Meeting Type: Annual Record Date: MAR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pamela M. Arway For For Management 1.2 Elect Director James W. Brown For For Management 1.3 Elect Director Michele G. Buck For For Management 1.4 Elect Director Victor L. Crawford For For Management 1.5 Elect Director Charles A. Davis For For Management 1.6 Elect Director Mary Kay Haben For For Management 1.7 Elect Director James C. Katzman For For Management 1.8 Elect Director M. Diane Koken For For Management 1.9 Elect Director Robert M. Malcolm For For Management 1.10 Elect Director Anthony J. Palmer For For Management 1.11 Elect Director Juan R. Perez For For Management 1.12 Elect Director Wendy L. Schoppert For For Management 1.13 Elect Director David L. Shedlarz 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 -------------------------------------------------------------------------------- THE HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Gerard J. Arpey For For Management 1b Elect Director Ari Bousbib For For Management 1c Elect Director Jeffery H. Boyd For For Management 1d Elect Director Gregory D. Brenneman For For Management 1e Elect Director J. Frank Brown For For Management 1f Elect Director Albert P. Carey For For Management 1g Elect Director Helena B. Foulkes For Abstain Management 1h Elect Director Linda R. Gooden For For Management 1i Elect Director Wayne M. Hewett For For Management 1j Elect Director Manuel Kadre For For Management 1k Elect Director Stephanie C. Linnartz For For Management 1l Elect Director Craig A. Menear For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Shareholder Written Consent Against For Shareholder Provisions 5 Prepare Employment Diversity Report Against For Shareholder and Report on Diversity Policies 6 Adopt Share Retention Policy For Against Against Shareholder Senior Executives 7 Report on Congruency Political Against Against Shareholder Analysis and Electioneering Expenditures -------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Ticker: PG Security ID: 742718109 Meeting Date: OCT 08, 2019 Meeting Type: Annual Record Date: AUG 09, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Francis S. Blake For For Management 1b Elect Director Angela F. Braly For Abstain Management 1c Elect Director Amy L. Chang For For Management 1d Elect Director Scott D. Cook For For Management 1e Elect Director Joseph Jimenez For For Management 1f Elect Director Terry J. Lundgren For For Management 1g Elect Director Christine M. McCarthy For For Management 1h Elect Director W. James McNerney, Jr. For For Management 1i Elect Director Nelson Peltz For Against Management 1j Elect Director David S. Taylor For For Management 1k Elect Director Margaret C. Whitman For For Management 1l Elect Director Patricia A. Woertz 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 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- THE WILLIAMS COMPANIES, INC. Ticker: WMB Security ID: 969457100 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan S. Armstrong For For Management 1.2 Elect Director Stephen W. Bergstrom For For Management 1.3 Elect Director Nancy K. Buese For For Management 1.4 Elect Director Stephen I. Chazen For For Management 1.5 Elect Director Charles I. Cogut For For Management 1.6 Elect Director Michael A. Creel For For Management 1.7 Elect Director Vicki L. Fuller For For Management 1.8 Elect Director Peter A. Ragauss For For Management 1.9 Elect Director Scott D. Sheffield For Against Management 1.10 Elect Director Murray D. Smith For For Management 1.11 Elect Director William H. Spence For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- TRI-CONTINENTAL CORPORATION Ticker: TY Security ID: 895436103 Meeting Date: JUN 15, 2020 Meeting Type: Annual Record Date: MAR 03, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Patricia M. Flynn For For Management 1.2 Elect Director Brian J. Gallagher For For Management 1.3 Elect Director Catherine James Paglia For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- TYSON FOODS, INC. Ticker: TSN Security ID: 902494103 Meeting Date: FEB 06, 2020 Meeting Type: Annual Record Date: DEC 09, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John Tyson For For Management 1b Elect Director Gaurdie E. Banister, Jr. For For Management 1c Elect Director Dean Banks For For Management 1d Elect Director Mike Beebe For For Management 1e Elect Director Mikel A. Durham For For Management 1f Elect Director Jonathan D. Mariner For For Management 1g Elect Director Kevin M. McNamara For For Management 1h Elect Director Cheryl S. Miller For For Management 1i Elect Director Jeffrey K. Schomburger For For Management 1j Elect Director Robert Thurber For For Management 1k Elect Director Barbara A. Tyson For Against Management 1l Elect Director Noel White 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 Report on Deforestation Impacts in Against Against Shareholder Company's Supply Chain 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Report on Human Rights Risk Assessment Against For Shareholder Process 7 Adopt Share Retention Policy For Against Against Shareholder Senior Executives -------------------------------------------------------------------------------- U.S. BANCORP Ticker: USB Security ID: 902973304 Meeting Date: APR 21, 2020 Meeting Type: Annual Record Date: FEB 25, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Warner L. Baxter For For Management 1b Elect Director Dorothy J. Bridges For For Management 1c Elect Director Elizabeth L. Buse For For Management 1d Elect Director Marc N. Casper For For Management 1e Elect Director Andrew Cecere For For Management 1f Elect Director Kimberly J. Harris For For Management 1g Elect Director Roland A. Hernandez For For Management 1h Elect Director Olivia F. Kirtley For For Management 1i Elect Director Karen S. Lynch For For Management 1j Elect Director Richard P. McKenney For Abstain Management 1k Elect Director Yusuf I. Mehdi For For Management 1l Elect Director John P. Wiehoff For For Management 1m Elect Director Scott W. Wine 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 -------------------------------------------------------------------------------- UNITED PARCEL SERVICE, INC. Ticker: UPS Security ID: 911312106 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David P. Abney For For Management 1b Elect Director Rodney C. Adkins For For Management 1c Elect Director Michael J. Burns For For Management 1d Elect Director William R. Johnson For For Management 1e Elect Director Ann M. Livermore For For Management 1f Elect Director Rudy H.P. Markham For For Management 1g Elect Director Franck J. Moison For For Management 1h Elect Director Clark 'Sandy' T. Randt, For For Management Jr. 1i Elect Director Christiana Smith Shi For For Management 1j Elect Director John T. Stankey For For Management 1k Elect Director Carol B. Tome For For Management 1l Elect Director Kevin Warsh 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 4 Report on Lobbying Payments and Policy Against Against Shareholder 5 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 6 Report on Climate Change Against For Shareholder -------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Ticker: VLO Security ID: 91913Y100 Meeting Date: APR 30, 2020 Meeting Type: Annual Record Date: MAR 04, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director H. Paulett Eberhart For For Management 1B Elect Director Joseph W. Gorder For For Management 1C Elect Director Kimberly S. Greene For For Management 1D Elect Director Deborah P. Majoras For For Management 1E Elect Director Eric D. Mullins For For Management 1F Elect Director Donald L. Nickles For For Management 1G Elect Director Philip J. Pfeiffer For For Management 1H Elect Director Robert A. Profusek For For Management 1I Elect Director Stephen M. Waters For For Management 1J Elect Director Randall J. Weisenburger For For Management 1K Elect Director Rayford Wilkins, Jr. For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- VERISIGN, INC. Ticker: VRSN Security ID: 92343E102 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 26, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D. James Bidzos For For Management 1.2 Elect Director Yehuda Ari Buchalter For For Management 1.3 Elect Director Kathleen A. Cote For For Management 1.4 Elect Director Thomas F. Frist, III For For Management 1.5 Elect Director Jamie S. Gorelick For For Management 1.6 Elect Director Roger H. Moore For For Management 1.7 Elect Director Louis A. Simpson For For Management 1.8 Elect Director Timothy Tomlinson 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 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 07, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shellye L. Archambeau For Abstain Management 1.2 Elect Director Mark T. Bertolini For For Management 1.3 Elect Director Vittorio Colao For For Management 1.4 Elect Director Melanie L. Healey For For Management 1.5 Elect Director Clarence Otis, Jr. For For Management 1.6 Elect Director Daniel H. Schulman For For Management 1.7 Elect Director Rodney E. Slater For For Management 1.8 Elect Director Hans E. Vestberg For For Management 1.9 Elect Director Gregory G. Weaver 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 4 Eliminate Above-Market Earnings in Against Against Shareholder Executive Retirement Plans 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Assess Feasibility of Data Privacy as Against For Shareholder a Performance Measure for Senior Executive Compensation 8 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote -------------------------------------------------------------------------------- VERTEX PHARMACEUTICALS INCORPORATED Ticker: VRTX Security ID: 92532F100 Meeting Date: JUN 03, 2020 Meeting Type: Annual Record Date: APR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sangeeta N. Bhatia For For Management 1.2 Elect Director Lloyd Carney For For Management 1.3 Elect Director Alan Garber For For Management 1.4 Elect Director Terrence Kearney For For Management 1.5 Elect Director Reshma Kewalramani For For Management 1.6 Elect Director Yuchun Lee For For Management 1.7 Elect Director Jeffrey M. Leiden For For Management 1.8 Elect Director Margaret G. McGlynn For For Management 1.9 Elect Director Diana McKenzie For For Management 1.10 Elect Director Bruce I. Sachs 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 4 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 28, 2020 Meeting Type: Annual Record Date: NOV 29, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd A. Carney For For Management 1b Elect Director Mary B. Cranston For For Management 1c Elect Director Francisco Javier For For Management Fernandez-Carbajal 1d Elect Director Alfred F. Kelly, Jr. For For Management 1e Elect Director Ramon L. Laguarta For For Management 1f Elect Director John F. Lundgren For For Management 1g Elect Director Robert W. Matschullat For For Management 1h Elect Director Denise M. Morrison For For Management 1i Elect Director Suzanne Nora Johnson For For Management 1j Elect Director John A. C. Swainson For Abstain Management 1k Elect Director Maynard G. Webb, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- VOYA FINANCIAL, INC. Ticker: VOYA Security ID: 929089100 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lynne Biggar For For Management 1b Elect Director Jane P. Chwick For For Management 1c Elect Director Kathleen DeRose For For Management 1d Elect Director Ruth Ann M. Gillis For For Management 1e Elect Director J. Barry Griswell For For Management 1f Elect Director Rodney O. Martin, Jr. For For Management 1g Elect Director Byron H. Pollitt, Jr. For For Management 1h Elect Director Joseph V. Tripodi For For Management 1i Elect Director David Zwiener 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 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- WALGREENS BOOTS ALLIANCE, INC. Ticker: WBA Security ID: 931427108 Meeting Date: JAN 30, 2020 Meeting Type: Annual Record Date: DEC 02, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jose E. Almeida For For Management 1b Elect Director Janice M. Babiak For For Management 1c Elect Director David J. Brailer For For Management 1d Elect Director William C. Foote For For Management 1e Elect Director Ginger L. Graham For For Management 1f Elect Director John A. Lederer For For Management 1g Elect Director Dominic P. Murphy For For Management 1h Elect Director Stefano Pessina For For Management 1i Elect Director Nancy M. Schlichting For Against Management 1j Elect Director James A. Skinner For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Require Independent Board Chairman Against For Shareholder 5 Adopt a Policy on Bonus Banking None None Shareholder *Withdrawn Resolution* 6 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Steven D. Black For For Management 1b Elect Director Celeste A. Clark For For Management 1c Elect Director Theodore F. Craver, Jr. For For Management 1d Elect Director Wayne M. Hewett For For Management 1e Elect Director Donald M. James For For Management 1f Elect Director Maria R. Morris For For Management 1g Elect Director Charles H. Noski For For Management 1h Elect Director Richard B. Payne, Jr. For For Management 1i Elect Director Juan A. Pujadas For For Management 1j Elect Director Ronald L. Sargent For For Management 1k Elect Director Charles W. Scharf For For Management 1l Elect Director Suzanne M. Vautrinot For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For Against Management 4 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors 5 Report on Incentive-Based Compensation Against Against Shareholder and Risks of Material Losses 6 Report on Global Median Gender Pay Gap Against Against Shareholder -------------------------------------------------------------------------------- WESTERN DIGITAL CORPORATION Ticker: WDC Security ID: 958102105 Meeting Date: NOV 14, 2019 Meeting Type: Annual Record Date: SEP 16, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kimberly E. Alexy For For Management 1b Elect Director Martin I. Cole For For Management 1c Elect Director Kathleen A. Cote For For Management 1d Elect Director Tunc Doluca For For Management 1e Elect Director Len J. Lauer For For Management 1f Elect Director Matthew E. Massengill For For Management 1g Elect Director Stephen D. Milligan For For Management 1h Elect Director Stephanie A. Streeter 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 KPMG LLP as Auditors For For Management ================================================================================ Any ballot marked 'Abstain' is considered to have been voted. Ballots marked 'Abstain' are considered to have been voted against management's recommendation if management's recommendation is 'For' or 'Against,' and for management's recommendation if management's recommendation is 'Abstain.' Where management has recommended that shareholders 'Abstain' from voting on a ballot item, a ballot marked 'For' or 'Against' is considered to have been voted against management's recommendation to 'Abstain.' Where management has made no recommendation on a ballot item, 'None' is used to indicate that there is no management recommendation that a shareholder may vote 'For' or 'Against.' Any ballot marked as 'Take No Action' is neither a vote cast for or against management and 'None' is used to represent this. ================================================================================
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) | Tri-Continental Corporation | |||||
By (Signature and Title)* | /s/ Christopher O. Petersen | |||||
Christopher O. Petersen | ||||||
President and Principal Executive Officer | ||||||
Date: | August 21, 2020 |
* | Print the name and title of each signing officer under his or her signature. |