UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-23323
NAME OF REGISTRANT: Procure ETF Trust II
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 16 Firebush Road
Levittown, PA 19056
NAME AND ADDRESS OF AGENT FOR SERVICE: Robert Tull
16 Firebush Road
Levittown, PA 19056
REGISTRANT'S TELEPHONE NUMBER: 866-690-3837
DATE OF FISCAL YEAR END: 10/31
DATE OF REPORTING PERIOD: 07/01/2018 - 06/30/2019
Procure Space ETF
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GARMIN LTD Agenda Number: 935005012
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Security: H2906T109
Meeting Type: Annual
Meeting Date: 07-Jun-2019
Ticker: GRMN
ISIN: CH0114405324
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of Garmin Ltd.'s 2018 Annual Mgmt For For
Report, including the consolidated
financial statements of Garmin Ltd. for the
fiscal year ended December 29, 2018 and the
statutory financial statements of Garmin
Ltd. for the fiscal year ended December 29,
2018
2. Approval of the appropriation of available Mgmt For For
earnings
3. Approval of the payment of a cash dividend Mgmt For For
in the aggregate amount of US $2.28 per
outstanding share out of Garmin Ltd.'s
reserve from capital contribution in four
equal installments
4. Discharge of the members of the Board of Mgmt Against Against
Directors and the members of Executive
Management from liability for the fiscal
year ended December 29, 2018
5a. Re-election of Director: Min H. Kao Mgmt For For
5b. Re-election of Director: Joseph J. Hartnett Mgmt For For
5c. Re-election of Director: Clifton A. Pemble Mgmt For For
5d. Re-election of Director: Jonathan C. Mgmt For For
Burrell
5e. Re-election of Director: Charles W. Peffer Mgmt Against Against
5f. Election of Director: Catherine A. Lewis Mgmt For For
6. Re-election of Min H. Kao as Executive Mgmt For For
Chairman of the Board of Directors for a
term extending until completion of the next
annual general meeting
7a. Re-election of Compensation Committee Mgmt For For
Member: Joseph J. Hartnett
7b. Re-election of Compensation Committee Mgmt Against Against
Member: Charles W. Peffer
7c. Re-election of Compensation Committee Mgmt For For
Member: Jonathan C. Burrell
7d. Election of Compensation Committee Member: Mgmt For For
Catherine A. Lewis
8. Election of the law firm of Wuersch & Mgmt For For
Gering LLP as independent voting rights
representative
9. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as Garmin Ltd.'s independent
registered public accounting firm for the
2019 fiscal year and re-election of Ernst &
Young Ltd. as Garmin Ltd.'s statutory
auditor for another one-year term
10. Advisory vote on executive compensation Mgmt Abstain Against
11. Binding vote to approve fiscal year 2020 Mgmt Abstain Against
maximum aggregate compensation for the
Executive Management
12. Binding vote to approve maximum aggregate Mgmt For For
compensation for the Board of Directors for
the period between the 2019 Annual General
Meeting and the 2020 Annual General Meeting
13. Amendment to the Garmin Ltd. Employee Stock Mgmt Against Against
Purchase Plan to increase the number of
shares authorized for issuance under the
Plan from 6 million to 8 million
14. Amendment to the Garmin Ltd. 2005 Equity Mgmt Against Against
Incentive Plan to increase the maximum
number of shares authorized for issuance
under the Plan that may be delivered as
Restricted Shares or pursuant to
Performance Units or Restricted Stock Units
from 6 million to 10 million
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INMARSAT PLC Agenda Number: 710812822
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Security: G4807U103
Meeting Type: AGM
Meeting Date: 01-May-2019
Ticker:
ISIN: GB00B09LSH68
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2 APPROVE REMUNERATION REPORT Mgmt For For
3 APPROVE REMUNERATION POLICY Mgmt Abstain Against
4 AMEND EXECUTIVE SHARE PLAN Mgmt Abstain Against
5 APPROVE FINAL DIVIDEND Mgmt For For
6 ELECT TRACY CLARKE AS DIRECTOR Mgmt For For
7 RE-ELECT TONY BATES AS DIRECTOR Mgmt Against Against
8 RE-ELECT SIMON BAX AS DIRECTOR Mgmt For For
9 RE-ELECT SIR BRYAN CARSBERG AS DIRECTOR Mgmt For For
10 RE-ELECT WARREN FINEGOLD AS DIRECTOR Mgmt For For
11 RE-ELECT ROBERT KEHLER AS DIRECTOR Mgmt For For
12 RE-ELECT PHILLIPA MCCROSTIE AS DIRECTOR Mgmt For For
13 RE-ELECT JANICE OBUCHOWSKI AS DIRECTOR Mgmt For For
14 RE-ELECT RUPERT PEARCE AS DIRECTOR Mgmt For For
15 RE-ELECT DR ABE PELED AS DIRECTOR Mgmt Abstain Against
16 RE-ELECT ROBERT RUIJTER AS DIRECTOR Mgmt Abstain Against
17 RE-ELECT ANDREW SUKAWATY AS DIRECTOR Mgmt For For
18 RE-ELECT DR HAMADOUN TOURE AS DIRECTOR Mgmt For For
19 REAPPOINT DELOITTE LLP AS AUDITORS Mgmt For For
20 AUTHORISE THE AUDIT COMMITTEE TO FIX Mgmt For For
REMUNERATION OF AUDITORS
21 AUTHORISE EU POLITICAL DONATIONS AND Mgmt Abstain Against
EXPENDITURE
22 AUTHORISE ISSUE OF EQUITY Mgmt For For
23 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS
24 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN
ACQUISITION OR OTHER CAPITAL INVESTMENT
25 AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt Abstain Against
SHARES
26 AMEND ARTICLES OF ASSOCIATION Mgmt For For
27 AUTHORISE THE COMPANY TO CALL GENERAL Mgmt Against Against
MEETING WITH TWO WEEKS' NOTICE
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INMARSAT PLC Agenda Number: 711006848
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Security: G4807U103
Meeting Type: OGM
Meeting Date: 10-May-2019
Ticker:
ISIN: GB00B09LSH68
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO GIVE EFFECT TO THE SCHEME, INCLUDING Mgmt For For
AUTHORISING THE DIRECTORS OF THE COMPANY
(OR A DULY AUTHORISED COMMITTEE OF THE
DIRECTORS) TO TAKE ALL SUCH ACTION AS THEY
MAY CONSIDER NECESSARY OR APPROPRIATE FOR
CARRYING THE SCHEME INTO EFFECT, AND
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
OF THE COMPANY, AS SET OUT IN THE NOTICE OF
GENERAL MEETING
CMMT 23 APR 2019: PLEASE NOTE THAT THE MEETING Non-Voting
TYPE WAS CHANGED FROM EGM TO OGM AND
MODIFICATION OF TEXT OF RESOLUTION 1. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
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INMARSAT PLC Agenda Number: 711022347
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Security: G4807U103
Meeting Type: CRT
Meeting Date: 10-May-2019
Ticker:
ISIN: GB00B09LSH68
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 APPROVE SCHEME OF ARRANGEMENT Mgmt No vote
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID Non-Voting
VOTE OPTION FOR THIS MEETING TYPE. PLEASE
CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY.
SHOULD YOU CHOOSE TO VOTE ABSTAIN FOR THIS
MEETING THEN YOUR VOTE WILL BE DISREGARDED
BY THE ISSUER OR ISSUERS AGENT.
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INTELSAT S.A. Agenda Number: 935010380
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Security: L5140P101
Meeting Type: Annual
Meeting Date: 13-Jun-2019
Ticker: I
ISIN: LU0914713705
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of Statutory Stand-Alone Financial Mgmt For For
Statements
2. Approval of Consolidated Financial Mgmt For For
Statements
3. Approval of Allocation of Annual Results Mgmt For For
4. Approval of Grant of Discharge to Directors Mgmt Against Against
for Performance
5a. Re-election of Director: John Diercksen Mgmt For For
5b. Re-election of Director: Edward Kangas Mgmt Against Against
6. Approval of Director Remuneration for the Mgmt Against Against
Year 2019
7. Approval of Re-appointment of Independent Mgmt For For
Registered Accounting Firm (see notice for
further details)
8. Approval of Share Repurchases and Treasury Mgmt Against Against
Share Holdings (see notice for further
details)
9. Acknowledgement of Report and Approval of Mgmt For For
an Extension of the Validity Period of the
Authorized Share Capital and Related
Authorization and Waiver, and the
Suppression and Waiver of Shareholder
Pre-Emptive Rights (see notice for further
details)
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LEONARDO S.P.A. Agenda Number: 710900879
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Security: T63512106
Meeting Type: MIX
Meeting Date: 16-May-2019
Ticker:
ISIN: IT0003856405
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT DELETION OF COMMENT Non-Voting
O.1 FINANCIAL STATEMENTS AT 31 DECEMBER 2018 Mgmt For For
AND RELEVANT REPORT OF THE BOARD OF
DIRECTORS, REPORT OF THE BOARD OF STATUTORY
AUDITORS AND REPORT OF THE INDEPENDENT
AUDITORS. RESOLUTIONS RELATED THERETO.
PRESENTATION OF THE CONSOLIDATED FINANCIAL
STATEMENTS AT 31 DECEMBER 2018
O.2.1 INTEGRATION OF THE BOARD OF STATUTORY Mgmt For For
AUDITOR: APPOINTMENT OF A STATUTORY
AUDITOR: LUCA ROSSI
O.2.2 INTEGRATION OF THE BOARD OF STATUTORY Mgmt For For
AUDITOR: APPOINTMENT OF AN ALTERNATE
AUDITOR: GIUSEPPE CERATI
O.2.3 INTEGRATION OF THE BOARD OF STATUTORY Mgmt For For
AUDITOR: APPOINTMENT OF THE CHAIRMAN OF THE
BOARD OF STATUTORY AUDITORS: LUCA ROSSI
O.3 REMUNERATION REPORT, RESOLUTION PURSUANT TO Mgmt For For
ARTICLE 123 TER, PARAGRAPH 6, OF THE
LEGISLATIVE DECREE NO. 58/98
E.1 AMENDMENT OF LEONARDO'S ARTICLES OF Mgmt For For
ASSOCIATION ON GENDER BALANCE IN THE
COMPOSITION OF THE MANAGEMENT AND CONTROL
BODIES: ARTICLES 18, 28, AND 34
CMMT PLEASE NOTE THAT THE ITALIAN LANGUAGE Non-Voting
AGENDA IS AVAILABLE BY CLICKING ON THE URL
LINK:
HTTPS://MATERIALS.PROXYVOTE.COM/APPROVED/99
999Z/19840101/NPS_390518.PDF
CMMT 07 MAY 2019: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF TEXT OF
RESOLUTIONS O.2.1 TO O.2.3, O.3, DELETION
OF COMMENT AND CHANGE IN MEETING DATE FROM
09 MAY 2019 TO 16 MAY 2019. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK
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SIRIUS XM HOLDINGS INC. Agenda Number: 935000923
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Security: 82968B103
Meeting Type: Annual
Meeting Date: 05-Jun-2019
Ticker: SIRI
ISIN: US82968B1035
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Joan L. Amble Mgmt For For
George W. Bodenheimer Mgmt Withheld Against
Mark D. Carleton Mgmt For For
Eddy W. Hartenstein Mgmt For For
James P. Holden Mgmt Withheld Against
Gregory B. Maffei Mgmt Withheld Against
Evan D. Malone Mgmt For For
James E. Meyer Mgmt For For
James F. Mooney Mgmt Withheld Against
Michael Rapino Mgmt Withheld Against
Kristina M. Salen Mgmt For For
Carl E. Vogel Mgmt Withheld Against
David M. Zaslav Mgmt For For
2. Ratification of the appointment of KPMG LLP Mgmt For For
as our independent registered public
accountants for 2019.
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SPEEDCAST INTERNATIONAL LTD Agenda Number: 711001874
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Security: Q86164102
Meeting Type: AGM
Meeting Date: 20-May-2019
Ticker:
ISIN: AU000000SDA9
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 1, 3 TO 6 AND VOTES CAST BY ANY
INDIVIDUAL OR RELATED PARTY WHO BENEFIT
FROM THE PASSING OF THE PROPOSAL/S WILL BE
DISREGARDED BY THE COMPANY. HENCE, IF YOU
HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN
FUTURE BENEFIT (AS REFERRED IN THE COMPANY
ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT
PROPOSAL ITEMS. BY DOING SO, YOU
ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT
OR EXPECT TO OBTAIN BENEFIT BY THE PASSING
OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR
OR AGAINST) ON THE ABOVE MENTIONED
PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE
NOT OBTAINED BENEFIT NEITHER EXPECT TO
OBTAIN BENEFIT BY THE PASSING OF THE
RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE
VOTING EXCLUSION
1 ADOPTION OF THE REMUNERATION REPORT Mgmt For For
2 RE-ELECTION OF DIRECTOR - MR. PETER JACKSON Mgmt For For
3 APPROVAL OF LONG TERM INCENTIVE PLAN ISSUE Mgmt For For
TO CEO
4 APPROVAL OF LONG TERM INCENTIVE PLAN Mgmt For For
5 APPROVAL OF POTENTIAL FUTURE TERMINATION Mgmt For For
BENEFITS
6 APPROVAL OF NON-EXECUTIVE DIRECTORS' Mgmt For For
REMUNERATION
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THALES Agenda Number: 710935733
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Security: F9156M108
Meeting Type: MIX
Meeting Date: 15-May-2019
Ticker:
ISIN: FR0000121329
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE
CMMT IN CASE AMENDMENTS OR NEW RESOLUTIONS ARE Non-Voting
PRESENTED DURING THE MEETING, YOUR VOTE
WILL DEFAULT TO 'ABSTAIN'. SHARES CAN
ALTERNATIVELY BE PASSED TO THE CHAIRMAN OR
A NAMED THIRD PARTY TO VOTE ON ANY SUCH
ITEM RAISED. SHOULD YOU WISH TO PASS
CONTROL OF YOUR SHARES IN THIS WAY, PLEASE
CONTACT YOUR BROADRIDGE CLIENT SERVICE
REPRESENTATIVE. THANK YOU
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/public
ations/balo/pdf/2019/0410/201904101900994.pd
f
O.1 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2018
O.2 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2018
O.3 ALLOCATION OF INCOME OF THE PARENT COMPANY Mgmt For For
AND SETTING THE DIVIDEND AT 2.08 EUROS PER
SHARE FOR THE FINANCIAL YEAR 2018
O.4 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt For For
ARMELLE DE MADRE AS DIRECTOR "EXTERNAL
PERSONALITY"
O.5 APPROVAL OF THE COMPENSATION ELEMENTS DUE Mgmt Abstain Against
OR AWARDED TO MR. PATRICE CAINE, CHAIRMAN
AND CHIEF EXECUTIVE OFFICER AND SOLE
EXECUTIVE CORPORATE OFFICER, FOR THE
FINANCIAL YEAR ENDED 31 DECEMBER 2018
O.6 APPROVAL OF THE PRINCIPLES AND CRITERIA FOR Mgmt Against Against
DETERMINING, DISTRIBUTING AND ALLOCATING
THE FIXED, VARIABLE AND EXCEPTIONAL
COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND ATTRIBUTABLE TO
THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF
THALES
O.7 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt Abstain Against
DIRECTORS TO ALLOW THE COMPANY TO TRADE IN
ITS OWN SHARES (WITH A MAXIMUM PURCHASE
PRICE OF 140 EUROS PER SHARE)
E.8 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO CANCEL SHARES ACQUIRED UNDER A
SHARE BUYBACK PROGRAM
O.9 POWERS TO CARRY OUT FORMALITIES Mgmt For For
O.10 RENEWAL OF THE TERM OF OFFICE OF MAZARS AS Mgmt For For
PRINCIPAL STATUTORY AUDITOR
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 183312 DUE TO ADDITION OF
RESOLUTION 10. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
* Management position unknown
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) Procure ETF Trust II
By (Signature) /s/ Robert Tull
Name Robert Tull
Title President
Date 08/20/2019