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: 811-10401
NAME OF REGISTRANT: Trust for Professional Managers
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 615 East Michigan Street
Milwaukee, WI 53202
NAME AND ADDRESS OF AGENT FOR SERVICE: Jay Fitton
U.S. Bancorp Fund Services,
LLC
615 East Michigan Street
Milwaukee, WI 53202
REGISTRANT'S TELEPHONE NUMBER: 513-629-8104
DATE OF FISCAL YEAR END: 11/30
DATE OF REPORTING PERIOD: 07/01/2022 - 06/30/2023
Rockefeller Climate Solutions Fund
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A.O. SMITH CORPORATION Agenda Number: 935771267
--------------------------------------------------------------------------------------------------------------------------
Security: 831865209
Meeting Type: Annual
Meeting Date: 11-Apr-2023
Ticker: AOS
ISIN: US8318652091
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Ronald D Brown Mgmt Withheld Against
Earl E. Exum Mgmt For For
Michael M. Larsen Mgmt For For
Idelle K. Wolf Mgmt For For
2. Proposal to approve, by nonbinding advisory Mgmt Against Against
vote, the compensation of our named
executive officers.
3. Proposal to ratify the appointment of Ernst Mgmt For For
& Young LLP as the independent registered
public accounting firm of the corporation.
4. Proposal to approve, by nonbinding advisory Mgmt 1 Year For
vote, whether the company will conduct
future advisory votes on the compensation
of our named executive officers every year,
two years or three years.
5. Stockholder proposal requesting a Board Shr For Against
report assessing inclusion in our
workplace, if properly presented at the
Annual Meeting.
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AIR PRODUCTS AND CHEMICALS, INC. Agenda Number: 935746365
--------------------------------------------------------------------------------------------------------------------------
Security: 009158106
Meeting Type: Annual
Meeting Date: 26-Jan-2023
Ticker: APD
ISIN: US0091581068
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Tonit M. Calaway Mgmt For For
1b. Election of Director: Charles Cogut Mgmt For For
1c. Election of Director: Lisa A. Davis Mgmt Against Against
1d. Election of Director: Seifollah Ghasemi Mgmt For For
1e. Election of Director: David H.Y. Ho Mgmt For For
1f. Election of Director: Edward L. Monser Mgmt For For
1g. Election of Director: Matthew H. Paull Mgmt For For
1h. Election of Director: Wayne T. Smith Mgmt For For
2. Advisory vote approving the compensation of Mgmt For For
the Company's executive officers.
3. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive officer
compensation.
4. Ratify the appointment of Deloitte & Touche Mgmt For For
LLP as the Company's independent registered
public accounting firm for the fiscal year
ending September 30, 2023.
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AMERICAN WATER WORKS COMPANY, INC. Agenda Number: 935793782
--------------------------------------------------------------------------------------------------------------------------
Security: 030420103
Meeting Type: Annual
Meeting Date: 10-May-2023
Ticker: AWK
ISIN: US0304201033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Jeffrey N. Edwards Mgmt For For
1b. Election of Director: Martha Clark Goss Mgmt For For
1c. Election of Director: M. Susan Hardwick Mgmt For For
1d. Election of Director: Kimberly J. Harris Mgmt For For
1e. Election of Director: Laurie P. Havanec Mgmt For For
1f. Election of Director: Julia L. Johnson Mgmt For For
1g. Election of Director: Patricia L. Kampling Mgmt For For
1h. Election of Director: Karl F. Kurz Mgmt For For
1i. Election of Director: Michael L. Marberry Mgmt For For
1j. Election of Director: James G. Stavridis Mgmt For For
2. Approval, on an advisory basis, of the Mgmt For For
compensation of the Company's named
executive officers.
3. Approval, on an advisory basis, of the Mgmt 1 Year For
frequency (i.e., every year, every two
years or every three years) of the
approval, on an advisory basis, of the
compensation of the Company's named
executive officers.
4. Ratification of the appointment, by the Mgmt For For
Audit, Finance and Risk Committee of the
Board of Directors, of
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for 2023.
5. Shareholder proposal on Racial Equity Audit Shr For Against
as described in the proxy statement.
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ANSYS, INC. Agenda Number: 935799621
--------------------------------------------------------------------------------------------------------------------------
Security: 03662Q105
Meeting Type: Annual
Meeting Date: 12-May-2023
Ticker: ANSS
ISIN: US03662Q1058
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Class III Director for Mgmt For For
Three-Year Terms: Robert M. Calderoni
1b. Election of Class III Director for Mgmt For For
Three-Year Terms: Glenda M. Dorchak
1c. Election of Class III Director for Mgmt For For
Three-Year Terms: Ajei S. Gopal
2. Ratification of the Selection of Deloitte & Mgmt For For
Touche LLP as the Company's Independent
Registered Public Accounting Firm for
Fiscal Year 2023.
3. Advisory Approval of the Compensation of Mgmt For For
Our Named Executive Officers.
4. Advisory Approval of the Frequency of the Mgmt 1 Year For
Advisory Approval of the Compensation of
Our Named Executive Officers.
5. Approval of the Amendment of Article VI of Mgmt For For
the Charter to Declassify the Board.
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ARCADIS NV Agenda Number: 716832248
--------------------------------------------------------------------------------------------------------------------------
Security: N0605M147
Meeting Type: AGM
Meeting Date: 12-May-2023
Ticker:
ISIN: NL0006237562
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO BENEFICIAL OWNER DETAILS ARE
PROVIDED, YOUR INSTRUCTIONS MAY BE
REJECTED.
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
1. OPENING AND NOTIFICATIONS Non-Voting
1.a. OPENING Non-Voting
1.b. NOTIFICATIONS Non-Voting
2. REPORT BY THE SUPERVISORY BOARD ON Non-Voting
FINANCIAL YEAR 2022
3. REPORT BY THE EXECUTIVE BOARD ON FINANCIAL Non-Voting
YEAR 2022
4. 2022 FINANCIAL STATEMENTS AND DIVIDEND Non-Voting
4.a. ADOPTION OF THE 2022 FINANCIAL STATEMENTS Mgmt For For
4.b. DIVIDEND OVER FINANCIAL YEAR 2022 Mgmt For For
5. DISCHARGE Non-Voting
5.a. DISCHARGE OF THE MEMBERS OF THE EXECUTIVE Mgmt For For
BOARD
5.b. DISCHARGE OF THE MEMBERS OF THE SUPERVISORY Mgmt For For
BOARD
6. APPOINTMENT OF AUDITOR TO AUDIT THE 2024 Mgmt For For
FINANCIAL STATEMENTS
7. REMUNERATION REPORTS EXECUTIVE BOARD AND Non-Voting
SUPERVISORY BOARD 2022
7.a. REMUNERATION REPORT EXECUTIVE BOARD (FOR Mgmt For For
ADVICE)
7.b. REMUNERATION REPORT SUPERVISORY BOARD (FOR Mgmt For For
ADVICE)
8. COMPOSITION OF THE EXECUTIVE BOARD; Mgmt For For
APPOINTMENT OF MR. A.G. BROOKES
9. COMPOSITION OF THE SUPERVISORY BOARD Non-Voting
9.a. REAPPOINTMENT OF MR. M.P. LAP Mgmt For For
9.b. APPOINTMENT OF MS. B. DUGANIER Mgmt Against Against
9.c. ANNOUNCEMENT OF VACANCIES ARISING AFTER THE Non-Voting
NEXT ANNUAL GENERAL MEETING
10. DELEGATION OF AUTHORITY TO GRANT OR ISSUE Non-Voting
(RIGHTS TO ACQUIRE) ARCADIS N.V. SHARES
10.a. DESIGNATION OF THE EXECUTIVE BOARD AS THE Mgmt For For
BODY AUTHORIZED TO GRANT OR ISSUE (RIGHTS
TO ACQUIRE) ORDINARY SHARES AND/OR
CUMULATIVE FINANCING PREFERENCE SHARES
10.b. DESIGNATION OF THE EXECUTIVE BOARD AS THE Mgmt For For
BODY AUTHORIZED TO LIMIT OR EXCLUDE
PRE-EMPTIVE RIGHTS
11. AUTHORIZATION TO REPURCHASE ARCADIS N.V. Mgmt For For
SHARES
12. APPROVAL OF THE 2023 ARCADIS N.V. LONG-TERM Mgmt For For
INCENTIVE PLAN
13. ANY OTHER BUSINESS Non-Voting
14. CLOSING Non-Voting
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ARRAY TECHNOLOGIES, INC. Agenda Number: 935819637
--------------------------------------------------------------------------------------------------------------------------
Security: 04271T100
Meeting Type: Annual
Meeting Date: 23-May-2023
Ticker: ARRY
ISIN: US04271T1007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Brad Forth Mgmt Withheld Against
Kevin Hostetler Mgmt For For
Gerrard Schmid Mgmt For For
2. Ratification of the Company's appointment Mgmt For For
of Deloitte & Touche LLP as its independent
registered public accounting firm for
fiscal year ending December 31, 2023.
3. Advisory vote to approve named executive Mgmt For For
officer compensation.
4. Approval of an amendment to the Company's Mgmt For For
Certificate of Incorporation to allow
exculpation of officers to the extent
permitted by Delaware law.
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BADGER METER, INC. Agenda Number: 935790457
--------------------------------------------------------------------------------------------------------------------------
Security: 056525108
Meeting Type: Annual
Meeting Date: 28-Apr-2023
Ticker: BMI
ISIN: US0565251081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Todd A. Adams Mgmt For For
1b. Election of Director: Kenneth C. Bockhorst Mgmt For For
1c. Election of Director: Henry F. Brooks Mgmt For For
1d. Election of Director: Melanie K. Cook Mgmt For For
1e. Election of Director: Xia Liu Mgmt For For
1f. Election of Director: James W. McGill Mgmt For For
1g. Election of Director: Tessa M. Myers Mgmt For For
1h. Election of Director: James F. Stern Mgmt For For
1i. Election of Director: Glen E. Tellock Mgmt Against Against
2. Advisory vote to approve named executive Mgmt For For
officer compensation.
3. Advisory vote on the frequency of advisory Mgmt 1 Year For
votes to approve named executive officer
compensation.
4. To ratify the appointment of Ernst & Young Mgmt For For
LLP as independent registered public
accountants for 2023.
5. To amend the restated articles of Mgmt For For
incorporation to increase the authorized
number of shares of common stock from
40,000,000 to 80,000,000.
6. Shareholder Proposal: Board to prepare a Shr For Against
report on hiring practices.
--------------------------------------------------------------------------------------------------------------------------
BAKKAFROST P/F Agenda Number: 716877216
--------------------------------------------------------------------------------------------------------------------------
Security: K0840B107
Meeting Type: AGM
Meeting Date: 28-Apr-2023
Ticker:
ISIN: FO0000000179
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 ELECTION OF CHAIRMAN OF THE MEETING Mgmt For For
2 BRIEFING FROM THE BOARD OF DIRECTORS ON THE Mgmt For For
ACTIVITIES OF THE COMPANY IN THE PREVIOUS
FINANCIAL YEAR
3 PRESENTATION OF THE AUDITED ANNUAL ACCOUNTS Mgmt For For
FOR APPROVAL
4 DECISION ON HOW TO USE PROFIT OR COVER LOSS Mgmt For For
ACCORDING TO THE APPROVED ACCOUNTS AND
ANNUAL REPORT
5.1 ELECTION OF BOARD OF DIRECTORS: GUDRID Mgmt For For
HOJGAARD IS RE-ELECTED
5.2 ELECTION OF BOARD OF DIRECTORS: ANNIKA Mgmt For For
FREDERIKSBERG IS RE-ELECTED
5.3 ELECTION OF BOARD OF DIRECTORS: EINAR Mgmt For For
WATHNE IS RE-ELECTED
5.4 ELECTION OF BOARD OF DIRECTORS: OYSTEIN Mgmt For For
SANDVIK IS RE-ELECTED
5.5 ELECTION OF BOARD OF DIRECTORS: TEITUR Mgmt For For
SAMUELSEN IS RE-ELECTED
6 ELECTION OF CHAIRMAN OF THE BOARD OF Mgmt Against Against
DIRECTORS: RUNI M. HANSEN IS RE-ELECTED
7 DECISION WITH REGARD TO REMUNERATION FOR Mgmt For For
THE BOARD OF DIRECTORS AND THE ACCOUNTING
COMMITTEE
8.1 ELECTION OF MEMBER TO THE ELECTION Mgmt For For
COMMITTEE: LEIF ERIKSROD IS RE-ELECTED
8.2 ELECTION OF MEMBER TO THE ELECTION Mgmt For For
COMMITTEE: EYOUN RASMUSSEN IS RE-ELECTED
8.3 ELECTION OF CHAIRMAN OF THE ELECTION Mgmt For For
COMMITTEE: GUNNAR I LIOA IS RE-ELECTED AS
CHAIRMAN
9 DECISION WITH REGARD TO REMUNERATION FOR Mgmt For For
THE ELECTION COMMITTEE
10 ELECTION OF AUDITOR: RATIFY P/F JANUAR Mgmt For For
11 RENUMERATION POLICY Mgmt For For
12.1 PROPOSAL FOR AMENDMENTS TO THE ARTICLES OF Mgmt For For
ASSOCIATION: PROPOSED AMENDED TO 11 IS
APPROVED
12.2 PROPOSAL FOR AMENDMENTS TO THE ARTICLES OF Mgmt Against Against
ASSOCIATION: PROPOSED AMENDED TO 4B IS
APPROVED
--------------------------------------------------------------------------------------------------------------------------
BENTLEY SYSTEMS, INCORPORATED Agenda Number: 935822545
--------------------------------------------------------------------------------------------------------------------------
Security: 08265T208
Meeting Type: Annual
Meeting Date: 25-May-2023
Ticker: BSY
ISIN: US08265T2087
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Barry J. Bentley Mgmt Withheld Against
1.2 Election of Director: Gregory S. Bentley Mgmt Withheld Against
1.3 Election of Director: Keith A. Bentley Mgmt Withheld Against
1.4 Election of Director: Raymond B. Bentley Mgmt Withheld Against
1.5 Election of Director: Kirk B. Griswold Mgmt Withheld Against
1.6 Election of Director: Janet B. Haugen Mgmt Withheld Against
1.7 Election of Director: Brian F. Hughes Mgmt Withheld Against
2. To approve, on an advisory (non-binding) Mgmt For For
basis, the compensation paid to the
Company's named executive officers
3. To ratify the appointment of KPMG LLP as Mgmt For For
the Company's independent registered public
accounting firm for the fiscal year ending
December 31, 2023
--------------------------------------------------------------------------------------------------------------------------
BROOKFIELD RENEWABLE CORPORATION Agenda Number: 935875293
--------------------------------------------------------------------------------------------------------------------------
Security: 11284V105
Meeting Type: Annual
Meeting Date: 27-Jun-2023
Ticker: BEPC
ISIN: CA11284V1058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
Jeffrey Blidner Mgmt Withheld Against
Scott Cutler Mgmt For For
Sarah Deasley Mgmt For For
Nancy Dorn Mgmt For For
E. de Carvalho Filho Mgmt Withheld Against
Randy MacEwen Mgmt For For
David Mann Mgmt For For
Lou Maroun Mgmt For For
Stephen Westwell Mgmt For For
Patricia Zuccotti Mgmt Withheld Against
2 Appointment of Ernst & Young LLP as Mgmt For For
Auditors of the Corporation for the ensuing
year and authorizing the Directors to set
their remuneration.
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BUREAU VERITAS SA Agenda Number: 717225331
--------------------------------------------------------------------------------------------------------------------------
Security: F96888114
Meeting Type: MIX
Meeting Date: 22-Jun-2023
Ticker:
ISIN: FR0006174348
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting
DIRECTLY WITH A FRENCH CUSTODIAN, VOTING
INSTRUCTIONS WILL BE FORWARDED TO YOUR
GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE
GLOBAL CUSTODIAN AS THE REGISTERED
INTERMEDIARY WILL SIGN THE PROXY CARD AND
FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT
CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting
VOTING OPTION. FOR ANY ADDITIONAL
RESOLUTIONS RAISED AT THE MEETING THE
VOTING INSTRUCTION WILL DEFAULT TO
'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING
THE PROXY CARD, THE VOTING INSTRUCTION WILL
DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED
CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting
REGISTERED IN THEIR OWN NAME ON THE COMPANY
SHARE REGISTER, YOU SHOULD RECEIVE A PROXY
CARD/VOTING FORM DIRECTLY FROM THE ISSUER.
PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO
THE ISSUER VIA THE PROXY CARD/VOTING FORM,
DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE
SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY
BE REJECTED
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/telech
argements/BALO/pdf/2023/0510/202305102301390
.pdf
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
1 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2022 - APPROVAL OF THE OVERALL
AMOUNT OF NON-DEDUCTIBLE EXPENSES AND COSTS
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2022
3 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt For For
ENDED 31 DECEMBER 2022; DISTRIBUTION OF A
DIVIDEND
4 THE STATUTORY AUDITORS' SPECIAL REPORT ON Mgmt For For
AGREEMENTS REFERRED TO IN ARTICLE L. 225-38
OF THE FRENCH COMMERCIAL CODE
5 RATIFICATION OF THE CO-OPTATION OF MR. Mgmt For For
LAURENT MIGNON AS A DIRECTOR, AS A
REPLACEMENT FOR MR. ANDRE FRANCOIS-PONCET
6 RENEWAL OF THE TERM OF OFFICE OF MR. Mgmt For For
FREDERIC SANCHEZ AS A DIRECTOR
7 APPROVAL OF THE INFORMATION RELATING TO THE Mgmt For For
REMUNERATION OF CORPORATE OFFICERS FOR THE
FINANCIAL YEAR ENDED 31 DECEMBER 2022,
MENTIONED IN SECTION I OF ARTICLE L.22-10-9
OF THE FRENCH COMMERCIAL CODE
8 APPROVAL OF THE FIXED, VARIABLE AND Mgmt For For
EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL
REMUNERATION AND BENEFITS OF ANY KIND PAID
DURING THE FINANCIAL YEAR 2022 OR ALLOCATED
IN RESPECT OF THE SAME FINANCIAL YEAR TO
MR. ALDO CARDOSO, IN HIS CAPACITY AS
CHAIRMAN OF THE BOARD OF DIRECTORS
9 APPROVAL OF THE FIXED, VARIABLE AND Mgmt Against Against
EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL
REMUNERATION AND BENEFITS OF ANY KIND PAID
DURING THE FINANCIAL YEAR 2022 OR ALLOCATED
IN RESPECT OF THE SAME FINANCIAL YEAR TO
MR. DIDIER MICHAUD-DANIEL, IN HIS CAPACITY
AS CHIEF EXECUTIVE OFFICER
10 APPROVAL OF THE REMUNERATION POLICY FOR Mgmt For For
DIRECTORS FOR THE FINANCIAL YEAR 2023
11 APPROVAL OF THE REMUNERATION POLICY FOR THE Mgmt For For
CHAIRMAN OF THE BOARD OF DIRECTORS FOR THE
FINANCIAL YEAR 2023
12 APPROVAL OF THE REMUNERATION POLICY FOR THE Mgmt For For
CHIEF EXECUTIVE OFFICER FOR THE PERIOD FROM
01 JANUARY 2023 TO 22 JUNE 2023
13 APPROVAL OF THE REMUNERATION POLICY FOR THE Mgmt Against Against
CHIEF EXECUTIVE OFFICER FOR THE PERIOD FROM
22 JUNE 2023 TO 31 DECEMBER 2023
14 APPROVAL OF THE FIXED, VARIABLE AND Mgmt For For
EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL
REMUNERATION AND BENEFITS OF ANY KIND PAID
DURING THE FINANCIAL YEAR 2023 OR ALLOCATED
IN RESPECT OF THE SAME FINANCIAL YEAR TO
MR. DIDIER MICHAUD-DANIEL IN HIS CAPACITY
AS CHIEF EXECUTIVE OFFICER, UNTIL THE DATE
OF TERMINATION OF HIS DUTIES
15 AUTHORISATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO TRADE IN THE COMPANY'S SHARES
16 OVERALL CEILING FOR CAPITAL INCREASES AND Mgmt For For
ISSUES OF TRANSFERABLE SECURITIES
REPRESENTING DEBT SECURITIES AND
SUB-CEILING FOR CAPITAL INCREASES AND
ISSUES OF TRANSFERABLE SECURITIES
REPRESENTING DEBT SECURITIES WITH
CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT
17 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL WITH RETENTION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT BY ISSUING
(I) COMMON SHARES OF THE COMPANY AND/OR
(II) TRANSFERABLE SECURITIES THAT ARE
EQUITY SECURITIES GRANTING ACCESS,
IMMEDIATELY AND/OR IN THE FUTURE, TO OTHER
EQUITY SECURITIES EXISTING OR TO BE ISSUED
BY THE COMPANY AND/OR ONE OF ITS
SUBSIDIARIES AND/OR (III) TRANSFERABLE
SECURITIES REPRESENTING DEBT SECURITIES
THAT MAY GRANT ACCESS OR GRANT ACCESS TO
EQUITY SECURITIES TO BE ISSUED OF THE
COMPANY AND/OR OF ONE OF ITS SUBSIDIARIES
18 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL BY INCORPORATION OF PREMIUMS,
RESERVES, PROFITS OR ANY OTHER SUM WHOSE
CAPITALISATION WOULD BE ALLOWED
19 DELEGATION OF POWERS GRANTED TO THE BOARD Mgmt For For
OF DIRECTORS TO ISSUE COMMON SHARES OF THE
COMPANY AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS, IMMEDIATELY AND/OR IN THE
FUTURE, TO THE COMPANY'S CAPITAL, WITH
CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, WITHIN THE LIMIT OF 10%
OF THE SHARE CAPITAL, IN REMUNERATION FOR
CONTRIBUTIONS IN KIND GRANTED TO THE
COMPANY
20 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO ISSUE COMMON SHARES
OF THE COMPANY AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY
AND/OR IN THE FUTURE, TO THE COMPANY'S
CAPITAL AS CONSIDERATION FOR CONTRIBUTIONS
OF SECURITIES CARRIED OUT IN THE CONTEXT OF
A PUBLIC EXCHANGE OFFER INITIATED BY THE
COMPANY
21 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO ISSUE BY PUBLIC
OFFERING (OTHER THAN THOSE REFERRED TO IN
PARAGRAPH 1 OF ARTICLE L. 411-2 OF THE
FRENCH MONETARY AND FINANCIAL CODE) COMMON
SHARES OF THE COMPANY AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY
AND/OR IN THE FUTURE, TO THE CAPITAL OF THE
COMPANY AND/OR A SUBSIDIARY, WITH
CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT
22 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO ISSUE, BY WAY OF A
PUBLIC OFFERING REFERRED TO IN PARAGRAPH 1
OF ARTICLE L. 411-2 OF THE FRENCH MONETARY
AND FINANCIAL CODE, ADDRESSED EXCLUSIVELY
TO QUALIFIED INVESTORS AND/OR A RESTRICTED
CIRCLE OF INVESTORS, COMMON SHARES OF THE
COMPANY AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS, IMMEDIATELY AND/OR IN THE
FUTURE, TO THE CAPITAL OF THE COMPANY
AND/OR ONE OF ITS SUBSIDIARIES, WITH
CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT
23 AUTHORISATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS, IN THE EVENT OF AN ISSUE WITHOUT
THE PRE-EMPTIVE SUBSCRIPTION RIGHT PURSUANT
TO THE 21ST AND THE 22ND RESOLUTIONS, TO
SET THE ISSUE PRICE IN ACCORDANCE WITH THE
TERMS AND CONDITIONS SET BY THE GENERAL
MEETING, WITHIN THE LIMIT OF 10% OF THE
SHARE CAPITAL PER YEAR
24 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE, IN THE
EVENT OF OVERSUBSCRIPTION, THE NUMBER OF
SECURITIES TO BE ISSUED IN THE EVENT OF A
CAPITAL INCREASE WITH RETENTION OR
CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT
25 AUTHORISATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO GRANT SHARE SUBSCRIPTION
OPTIONS, ENTAILING THE EXPRESS WAIVER BY
THE SHAREHOLDERS OF THEIR PRE-EMPTIVE
SUBSCRIPTION RIGHT, OR SHARE PURCHASE
OPTIONS IN FAVOUR OF EMPLOYEES AND/OR
EXECUTIVE CORPORATE OFFICERS OF THE GROUP
26 AUTHORISATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO FREELY ALLOCATE EXISTING
COMMON SHARES OR NEW COMMON SHARES OF THE
COMPANY FOR THE BENEFIT OF EMPLOYEES AND/OR
EXECUTIVE CORPORATE OFFICERS OF THE GROUP,
WITH THE WAIVER BY THE SHAREHOLDERS OF
THEIR PRE-EMPTIVE SUBSCRIPTION RIGHT
27 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO ISSUE, IN FAVOUR OF
MEMBERS OF A COMPANY SAVINGS PLAN, COMMON
SHARES OF THE COMPANY AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY
AND/OR IN THE FUTURE, TO THE CAPITAL OF THE
COMPANY, WITH CANCELLATION OF THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT
28 AUTHORISATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO REDUCE THE SHARE CAPITAL BY
CANCELLING ALL OR PART OF THE COMPANY'S
SHARES ACQUIRED IN THE CONTEXT OF ANY SHARE
BUYBACK PROGRAM
29 POWERS TO CARRY OUT FORMALITIES Mgmt For For
CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting
DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE
AT THIS MEETING, YOU (OR YOUR CREST
SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting
ANY VOTED POSITIONS SETTLING THROUGH
EUROCLEAR BANK.
--------------------------------------------------------------------------------------------------------------------------
COMPAGNIE DE SAINT-GOBAIN SA Agenda Number: 717144416
--------------------------------------------------------------------------------------------------------------------------
Security: F80343100
Meeting Type: MIX
Meeting Date: 08-Jun-2023
Ticker:
ISIN: FR0000125007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting
DIRECTLY WITH A FRENCH CUSTODIAN, VOTING
INSTRUCTIONS WILL BE FORWARDED TO YOUR
GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE
GLOBAL CUSTODIAN AS THE REGISTERED
INTERMEDIARY WILL SIGN THE PROXY CARD AND
FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT
CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting
VOTING OPTION. FOR ANY ADDITIONAL
RESOLUTIONS RAISED AT THE MEETING THE
VOTING INSTRUCTION WILL DEFAULT TO
'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING
THE PROXY CARD, THE VOTING INSTRUCTION WILL
DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED
CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting
REGISTERED IN THEIR OWN NAME ON THE COMPANY
SHARE REGISTER, YOU SHOULD RECEIVE A PROXY
CARD/VOTING FORM DIRECTLY FROM THE ISSUER.
PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO
THE ISSUER VIA THE PROXY CARD/VOTING FORM,
DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE
SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY
BE REJECTED
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
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/telech
argements/BALO/pdf/2023/0405/202304052300783
.pdf
1 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR 2022
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR 2022
3 ALLOCATION OF INCOME AND SETTING OF THE Mgmt For For
DIVIDEND
4 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt For For
DOMINIQUE LEROY AS DIRECTOR
5 APPOINTMENT OF MRS. JANA REVEDIN AS Mgmt For For
DIRECTOR
6 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For
DURING THE FINANCIAL YEAR 2022 OR AWARDED
FOR THE SAME FINANCIAL YEAR TO MR.
PIERRE-ANDRE DE CHALENDAR, CHAIRMAN OF THE
BOARD OF DIRECTORS
7 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For
DURING THE FINANCIAL YEAR 2022 OR AWARDED
FOR THE SAME FINANCIAL TO MR. BENOIT BAZIN,
CHIEF EXECUTIVE OFFICER
8 APPROVAL OF THE INFORMATION RELATING TO THE Mgmt For For
REMUNERATION OF CORPORATE OFFICERS REFERRED
TO IN SECTION I OF ARTICLE L.22-10-9 OF THE
FRENCH COMMERCIAL CODE AND INCLUDED IN THE
CORPORATE GOVERNANCE REPORT
9 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt For For
CHAIRMAN OF THE BOARD OF DIRECTORS FOR 2023
10 APPROVAL OF THE REMUNERATION POLICY FOR THE Mgmt For For
CHIEF EXECUTIVE OFFICER FOR 2023
11 APPROVAL OF THE DIRECTORS' COMPENSATION Mgmt For For
POLICY FOR 2023
12 SETTING THE AMOUNT OF THE TOTAL ANNUAL Mgmt For For
REMUNERATION OF DIRECTORS
13 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For
TRADE IN THE COMPANY'S SHARES
14 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE SHARE CAPITAL BY
ISSUING, WITH RETENTION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, SHARES OF THE COMPANY
OR TRANSFERABLE SECURITIES GRANTING ACCESS
TO THE CAPITAL OF THE COMPANY OR OF
SUBSIDIARIES, THROUGH THE ISSUE OF NEW
SHARES, FOR A MAXIMUM NOMINAL AMOUNT OF
FOUR HUNDRED AND TWELVE MILLION EUROS
(SHARES), EXCLUDING ANY POTENTIAL
ADJUSTMENTS, I.E. APPROXIMATELY 20% OF THE
SHARE CAPITAL, WITH THE DEDUCTION FROM THIS
AMOUNT OF THOSE SET FORTH IN THE FIFTEENTH,
SIXTEENTH, SEVENTEENTH, EIGHTEENTH AND
NINETEENTH RESOLUTIONS, AND ONE AND A HALF
BILLION EUROS (TRANSFERABLE SECURITIES IN
THE FORM OF DEBT SECURITIES GRANTING ACCESS
TO THE CAPITAL OF THE COMPANY OR OF
SUBSIDIARIES), WITH THE DEDUCTION FROM THIS
AMOUNT OF THOSE SET IN THE FIFTEENTH,
SIXTEENTH AND SEVENTEENTH RESOLUTIONS FOR
THE ISSUE OF TRANSFERABLE SECURITIES IN THE
FORM OF DEBT SECURITIES GRANTING ACCESS TO
THE CAPITAL OF THE COMPANY OR OF
SUBSIDIARIES
15 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO PROCEED WITH CANCELLATION OF
THE PRE-EMPTIVE SUBSCRIPTION RIGHT BUT WITH
A POSSIBILITY OF GRANTING A PRIORITY PERIOD
FOR SHAREHOLDERS, BY PUBLIC OFFERING OTHER
THAN THOSE REFERRED TO IN ARTICLE L.411-2
OF THE FRENCH MONETARY AND FINANCIAL CODE,
THE ISSUE OF SHARES OF THE COMPANY OR
TRANSFERABLE SECURITIES GRANTING ACCESS TO
THE CAPITAL OF THE COMPANY OR OF
SUBSIDIARIES, BY ISSUING NEW SHARES, OR NEW
SHARES OF THE COMPANY TO WHICH THE
TRANSFERABLE SECURITIES TO BE ISSUED BY
SUBSIDIARIES WOULD GRANT ENTITLEMENT, FOR A
MAXIMUM NOMINAL AMOUNT OF TWO HUNDRED AND
SIX MILLION EUROS (SHARES) EXCLUDING ANY
POTENTIAL ADJUSTMENT, I.E. APPROXIMATELY
10% OF THE SHARE CAPITAL, WITH DEDUCTION
FROM THIS AMOUNT OF THOSE SET IN THE
SIXTEENTH, SEVENTEENTH AND EIGHTEENTH
RESOLUTIONS, AND OF ONE AND A HALF BILLION
EUROS (TRANSFERABLE SECURITIES IN THE FORM
OF DEBT SECURITIES GRANTING ACCESS TO THE
CAPITAL OF THE COMPANY OR OF SUBSIDIARIES)
16 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO PROCEED, WITH CANCELLATION OF
THE PRE-EMPTIVE SUBSCRIPTION RIGHT, WITH
THE ISSUE OF SHARES OF THE COMPANY OR
TRANSFERABLE SECURITIES GRANTING ACCESS TO
THE CAPITAL OF THE COMPANY OR OF
SUBSIDIARIES BY THE ISSUE OF NEW SHARES, OR
OF NEW SHARES OF THE COMPANY TO WHICH
TRANSFERABLE SECURITIES TO BE ISSUED BY
SUBSIDIARIES WOULD GRANT ENTITLEMENT, AS
APPROPRIATE, BY WAY OF A PUBLIC OFFERING AS
REFERRED TO IN PARAGRAPH 1 OF ARTICLE
L.411-2 OF THE FRENCH OF THE FRENCH
MONETARY AND FINANCIAL CODE, FOR A MAXIMUM
NOMINAL AMOUNT OF TWO HUNDRED AND SIX
MILLION EUROS (SHARES), EXCLUDING ANY
POTENTIAL ADJUSTMENT, APPROXIMATELY 10% OF
THE SHARE CAPITAL, AND ONE AND A HALF
BILLION EUROS (TRANSFERABLE SECURITIES IN
THE FORM OF DEBT SECURITIES GRANTING ACCESS
TO THE CAPITAL OF THE COMPANY OR
SUBSIDIARIES), THE AMOUNTS OF THE CAPITAL
INCREASE AND THE ISSUE OF DEBT SECURITIES
BEING DEDUCTED FROM THE CORRESPONDING
CEILINGS SET IN THE FIFTEENTH RESOLUTION
17 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE NUMBER OF
SECURITIES TO BE ISSUE, IN THE EVENT OF
OVERSUBSCRIPTION AT THE TIME OF ISSUE, WITH
OR WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHT,
OF SHARES OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO THE CAPITAL, WITHIN THE
LEGAL AND REGULATORY LIMITS (15% OF THE
INITIAL ISSUES ON THE DATE OF THE PRESENT
MEETING) AND WITHIN THE LIMITS OF THE
CORRESPONDING CEILINGS SET BY THE
RESOLUTIONS THAT HAVE DECIDED THE INITIAL
ISSUE
18 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO PROCEED, WITH CANCELLATION OF
THE PRE-EMPTIVE SUBSCRIPTION RIGHT, TO
INCREASE THE SHARE CAPITAL WITHIN THE LIMIT
OF 10% OF THE SHARE CAPITAL, EXCLUDING ANY
POTENTIAL ADJUSTMENT, TO REMUNERATE
CONTRIBUTIONS IN KIND CONSISTING OF EQUITY
SECURITIES OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO THE CAPITAL, THE AMOUNTS
OF THE CAPITAL INCREASE AND OF THE
TRANSFERABLE SECURITIES TO BE ISSUED BEING
DEDUCTED FROM THE CEILING SET IN THE
FIFTEENTH RESOLUTION
19 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO PROCEED WITH AN INCREASE OF
THE SHARE CAPITAL BY INCORPORATION OF
PREMIUMS, RESERVES, PROFITS OR OTHERS, FOR
A MAXIMUM NOMINAL AMOUNT OF ONE HUNDRED AND
THREE MILLION EUROS, EXCLUDING POTENTIAL
ADJUSTMENT, I.E. APPROXIMATELY 5% OF THE
SHARE CAPITAL, THIS AMOUNT TO BE DEDUCTED
FROM THE CEILING SET IN THE FOURTEENTH
RESOLUTION
20 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO SET, IN ACCORDANCE WITH THE
TERMS AND CONDITIONS DETERMINED BY THE
GENERAL MEETING, THE ISSUE PRICE BY THE
COMPANY OF SHARES OR TRANSFERABLE
SECURITIES GRANTING ACCESS TO THE CAPITAL,
BY PUBLIC OFFERING WITH CANCELLATION OF THE
PRE-EMPTIVE SUBSCRIPTION RIGHT, WITHIN THE
LIMIT OF 10% OF THE SHARE CAPITAL PER
PERIOD OF 12 MONTHS
21 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO PROCEED, WITH CANCELLATION OF
THE PRE-EMPTIVE SUBSCRIPTION RIGHT, TO
ISSUE EQUITY SECURITIES RESERVED FOR
MEMBERS OF EMPLOYEE SAVINGS PLANS FOR A
MAXIMUM NOMINAL AMOUNT OF FIFTY-TWO MILLION
EUROS EXCLUDING POTENTIAL ADJUSTMENT, I.E.
APPROXIMATELY 2.5% OF THE SHARE CAPITAL
22 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For
REDUCE THE SHARE CAPITAL BY CANCELLING
SHARES OF THE COMPANY REPRESENTING UP TO
10% OF THE COMPANY'S CAPITAL PER A PERIOD
OF 24 MONTHS
23 STATUTORY AMENDMENTS RELATING TO THE Mgmt For For
INCREASE IN THE MINIMUM NUMBER OF SHARES OF
THE COMPANY TO BE HELD BY DIRECTORS
24 POWERS FOR THE EXECUTION OF THE DECISIONS Mgmt For For
OF THE COMBINED GENERAL MEETING AND FOR
FORMALITIES
CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting
DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE
AT THIS MEETING, YOU (OR YOUR CREST
SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting
ANY VOTED POSITIONS SETTLING THROUGH
EUROCLEAR BANK
--------------------------------------------------------------------------------------------------------------------------
DANAHER CORPORATION Agenda Number: 935795510
--------------------------------------------------------------------------------------------------------------------------
Security: 235851102
Meeting Type: Annual
Meeting Date: 09-May-2023
Ticker: DHR
ISIN: US2358511028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Rainer M. Blair
1b. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Feroz Dewan
1c. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Linda Filler
1d. Election of Director to hold office until Mgmt Against Against
the 2024 Annual Meeting of Shareholders:
Teri List
1e. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Walter G. Lohr, Jr.
1f. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Jessica L. Mega, MD, MPH
1g. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Mitchell P. Rales
1h. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Steven M. Rales
1i. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Pardis C. Sabeti, MD, D. PHIL
1j. Election of Director to hold office until Mgmt Against Against
the 2024 Annual Meeting of Shareholders: A.
Shane Sanders
1k. Election of Director to hold office until Mgmt Against Against
the 2024 Annual Meeting of Shareholders:
John T. Schwieters
1l. Election of Director to hold office until Mgmt Against Against
the 2024 Annual Meeting of Shareholders:
Alan G. Spoon
1m. Election of Director to hold office until Mgmt Against Against
the 2024 Annual Meeting of Shareholders:
Raymond C. Stevens, Ph.D
1n. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Elias A. Zerhouni, MD
2. To ratify the selection of Ernst & Young Mgmt For For
LLP as Danaher's independent registered
public accounting firm for the year ending
December 31, 2023.
3. To approve on an advisory basis the Mgmt For For
Company's named executive officer
compensation.
4. To hold an advisory vote relating to the Mgmt 1 Year For
frequency of future shareholder advisory
votes on the Company's executive officer
compensation.
5. To act upon a shareholder proposal Shr For Against
requesting adoption of a policy separating
the chair and CEO roles and requiring an
independent Board Chair whenever possible.
6. To act upon a shareholder proposal Shr For Against
requesting a report to shareholders on the
effectiveness of the Company's diversity,
equity and inclusion efforts.
--------------------------------------------------------------------------------------------------------------------------
DANIMER SCIENTIFIC, INC. Agenda Number: 935691154
--------------------------------------------------------------------------------------------------------------------------
Security: 236272100
Meeting Type: Annual
Meeting Date: 11-Aug-2022
Ticker: DNMR
ISIN: US2362721001
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Stephen E. Croskrey Mgmt For For
John P. Amboian Mgmt Withheld Against
Richard Hendrix Mgmt Withheld Against
Philip Gregory Calhoun Mgmt For For
Gregory Hunt Mgmt For For
Dr. Isao Noda Mgmt Withheld Against
Stuart W. Pratt Mgmt For For
Cynthia Cohen Mgmt For For
A. M. Leopold Tilley Mgmt For For
2. To approve an advisory resolution on Mgmt Against Against
executive compensation.
3. To conduct an advisory vote on the Mgmt 1 Year Against
frequency of future advisory votes on
executive compensation.
4. Ratification of the appointment of KPMG LLP Mgmt For For
as the Company's independent registered
public accounting firm for the year ending
December 31, 2022.
--------------------------------------------------------------------------------------------------------------------------
DARLING INGREDIENTS INC. Agenda Number: 935786915
--------------------------------------------------------------------------------------------------------------------------
Security: 237266101
Meeting Type: Annual
Meeting Date: 09-May-2023
Ticker: DAR
ISIN: US2372661015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Randall C. Stuewe Mgmt For For
1b. Election of Director: Charles Adair Mgmt For For
1c. Election of Director: Beth Albright Mgmt For For
1d. Election of Director: Larry A. Barden Mgmt For For
1e. Election of Director: Celeste A. Clark Mgmt Against Against
1f. Election of Director: Linda Goodspeed Mgmt Against Against
1g. Election of Director: Enderson Guimaraes Mgmt For For
1h. Election of Director: Gary W. Mize Mgmt For For
1i. Election of Director: Michael E. Rescoe Mgmt For For
1j. Election of Director: Kurt Stoffel Mgmt For For
2. Proposal to ratify the selection of KPMG Mgmt For For
LLP as the Company's independent registered
public accounting firm for the fiscal year
ending December 30, 2023.
3. Advisory vote to approve executive Mgmt For For
compensation.
4. Advisory vote to approve the frequency of Mgmt 1 Year For
future advisory votes on executive
compensation.
--------------------------------------------------------------------------------------------------------------------------
DSM-FIRMENICH AG Agenda Number: 717319710
--------------------------------------------------------------------------------------------------------------------------
Security: H0245V108
Meeting Type: EGM
Meeting Date: 29-Jun-2023
Ticker:
ISIN: CH1216478797
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO BENEFICIAL OWNER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY BE REJECTED
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1. PROPOSAL THE BOARD OF DIRECTORS PROPOSES TO Mgmt For For
APPROVE THE AUDITED INTERIM STAND-ALONE
FINANCIAL STATEMENTS OF DSM-FIRMENICH AG AS
OF 8 MAY 2023 AS PRESENTED. APPROVAL OF THE
STAND-ALONE INTERIM FINANCIAL STATEMENTS OF
DSM-FIRMENICH AG FOR THE PERIOD FROM 1
JANUARY 2023 TO 8 MAY 2023
2. PROPOSAL THE BOARD PROPOSES TO PAY A Mgmt For For
DIVIDEND TO THE SHAREHOLDERS OF
DSM-FIRMENICH OF EUR 1.60 PER SHARE TO BE
FULLY PAID OUT OF CAPITAL CONTRIBUTION
RESERVES. THE DIVIDEND EX DATE IS 3 JULY
2023, THE RECORD DATE 4 JULY 2023 AND THE
PAYMENT DATE 6 JULY 2023. DIVIDEND /
DISTRIBUTION OF CAPITAL CONTRIBUTION
RESERVES
3.1. REMUNERATION APPROVALS: PROPOSAL THE BOARD Mgmt For For
PROPOSES, IN LINE WITH ART. 29(1)(A) OF THE
ARTICLES OF ASSOCIATION, TO APPROVE A
MAXIMUM TOTAL AMOUNT OF REMUNERATION FOR
THE BOARD OF EUR 3.6 MILLION FOR THE PERIOD
FROM THIS EXTRAORDINARY GENERAL MEETING
UNTIL THE ANNUAL GENERAL MEETING 2024
(CURRENTLY EXPECTED TO TAKE PLACE ON 7 MAY
2024). AN EXPLANATION IS PROVIDED IN
APPENDIX 1, WHICH CAN BE FOUND ON THE
WEBSITE OF DSM-FIRMENICH. APPROVAL OF
REMUNERATION OF THE MEMBERS OF THE BOARD
3.2. REMUNERATION APPROVALS: PROPOSAL: THE BOARD Mgmt For For
PROPOSES TO APPROVE IN LINE WITH ART.
29(1)(B) OF THE ARTICLES OF ASSOCIATION A
MAXIMUM TOTAL AMOUNT OF REMUNERATION FOR
THE EXECUTIVE COMMITTEE OF EUR 37.912
MILLION FOR THE CALENDAR YEAR 2024. AN
EXPLANATION IS PROVIDED IN APPENDIX 2,
WHICH CAN BE FOUND ON THE WEBSITE OF
DSM-FIRMENICH. APPROVAL OF THE REMUNERATION
FOR THE EXECUTIVE COMMITTEE
4.1. CERTAIN CHANGES TO ARTICLES OF ASSOCIATION: Mgmt For For
PROPOSAL THE BOARD PROPOSES TO AMEND ART.
16 OF THE ARTICLES OF ASSOCIATION BY
INSERTING A NEW SUBPARAGRAPH 2 (AND
NUMBERING SUBPARAGRAPH 1 ACCORDINGLY). FOR
MORE DETAILS SEE THE EGM INVITATION OR THE
WEBSITE OF DSM-FIRMENICH. APPROVAL OF
CERTAIN IMPORTANT TRANSACTIONS BY
SHAREHOLDERS
4.2. CERTAIN CHANGES TO ARTICLES OF ASSOCIATION: Mgmt For For
PROPOSAL THE BOARD FURTHER PROPOSES TO
AMEND ART. 7 OF THE ARTICLES OF ASSOCIATION
ON "NOMINEES" BY INSERTING A NEW
SUBPARAGRAPH 2 (AND NUMBERING SUBPARAGRAPH
1 ACCORDINGLY). FOR MORE DETAILS SEE THE
EGM INVITATION OR THE WEBSITE OF
DSM-FIRMENICH. POSSIBILITY OF THE BOARD TO
REQUEST INFORMATION ON THE IDENTITY OF
SHAREHOLDERS FROM CUSTODIANS
New IN THE EVENT A NEW AGENDA ITEM OR PROPOSAL Mgmt Against Against
IS PUT FORTH DURING THE EXTRAORDINARY
GENERAL MEETING, I /WE INSTRUCT THE
INDEPENDENT PROXY TO VOTE IN FAVOR OF THE
RECOMMENDATION OF THE BOARD OF DIRECTORS
(WITH AGAINST MEANING A VOTE AGAINST THE
PROPOSAL AND RECOMMENDATION)
CMMT 02 JUN 2023: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO CHANGE IN NUMBERING OF ALL
RESOLUTIONS. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
GEBERIT AG Agenda Number: 716784308
--------------------------------------------------------------------------------------------------------------------------
Security: H2942E124
Meeting Type: AGM
Meeting Date: 19-Apr-2023
Ticker:
ISIN: CH0030170408
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO BENEFICIAL OWNER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY BE REJECTED.
1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF CHF 12.60 PER SHARE
3 APPROVE DISCHARGE OF BOARD OF DIRECTORS Mgmt For For
4.1 AMEND ARTICLES OF ASSOCIATION Mgmt For For
4.2 AMEND ARTICLES RE: EDITORIAL CHANGES Mgmt For For
4.3 AMEND CORPORATE PURPOSE Mgmt For For
4.4 AMEND ARTICLES RE: SHARE REGISTER AND Mgmt For For
NOMINEES
4.5 AMEND ARTICLES RE: BOARD MEETINGS; Mgmt For For
ELECTRONIC COMMUNICATION
4.6 AMEND ARTICLES RE: AGE LIMIT FOR BOARD AND Mgmt For For
COMPENSATION COMMITTEE MEMBERS
4.7 AMEND ARTICLES RE: BOARD RESOLUTIONS Mgmt For For
5.1.1 REELECT ALBERT BAEHNY AS DIRECTOR AND BOARD Mgmt For For
CHAIRMAN
5.1.2 REELECT THOMAS BACHMANN AS DIRECTOR Mgmt For For
5.1.3 REELECT FELIX EHRAT AS DIRECTOR Mgmt For For
5.1.4 REELECT WERNER KARLEN AS DIRECTOR Mgmt For For
5.1.5 REELECT BERNADETTE KOCH AS DIRECTOR Mgmt For For
5.1.6 REELECT EUNICE ZEHNDER-LAI AS DIRECTOR Mgmt For For
5.2.1 REAPPOINT EUNICE ZEHNDER-LAI AS MEMBER OF Mgmt For For
THE NOMINATION AND COMPENSATION COMMITTEE
5.2.2 REAPPOINT THOMAS BACHMANN AS MEMBER OF THE Mgmt For For
NOMINATION AND COMPENSATION COMMITTEE
5.2.3 REAPPOINT WERNER KARLEN AS MEMBER OF THE Mgmt For For
NOMINATION AND COMPENSATION COMMITTEE
6 THE BOARD OF DIRECTORS PROPOSES THAT THE Mgmt For For
LAWYER'S OFFICE HBA RECHTSANWALTE AG,
ZURICH, REPRESENTED BY ROGER MULLER,
LAWYER, BE RE-ELECTED AS THE INDEPENDENT
PROXY UNTIL THE CLOSING OF THE NEXT
ORDINARY GENERAL MEETING
7 RATIFY PRICEWATERHOUSECOOPERS AG AS Mgmt For For
AUDITORS
8.1 APPROVE REMUNERATION REPORT Mgmt For For
8.2 APPROVE REMUNERATION OF DIRECTORS IN THE Mgmt For For
AMOUNT OF CHF 2.4 MILLION
8.3 APPROVE REMUNERATION OF EXECUTIVE COMMITTEE Mgmt For For
IN THE AMOUNT OF CHF 13 MILLION
9 APPROVE CHF 68,525.10 REDUCTION IN SHARE Mgmt For For
CAPITAL AS PART OF THE SHARE BUYBACK
PROGRAM VIA CANCELLATION OF REPURCHASED
SHARES
10 APPROVE CREATION OF CAPITAL BAND WITHIN THE Mgmt For For
UPPER LIMIT OF CHF 3.9 MILLION AND THE
LOWER LIMIT OF CHF 3.2 MILLION WITH OR
WITHOUT EXCLUSION OF PREEMPTIVE RIGHTS
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
CMMT 03 APR 2023: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF TEXT IN
RESOLUTION 6. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
GINKGO BIOWORKS HOLDINGS, INC. Agenda Number: 935855138
--------------------------------------------------------------------------------------------------------------------------
Security: 37611X100
Meeting Type: Annual
Meeting Date: 16-Jun-2023
Ticker: DNA
ISIN: US37611X1000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Arie Belldegrun Mgmt Against Against
1b. Election of Director: Marijn Dekkers Mgmt For For
1c. Election of Director: Kathy Hopinkah Hannan Mgmt Against Against
1d. Election of Director: Christian Henry Mgmt Against Against
1e. Election of Director: Reshma Kewalramani Mgmt Against Against
1f. Election of Director: Shyam Sankar Mgmt Against Against
1g. Election of Director: Harry E. Sloan Mgmt Against Against
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as our independent registered
public accounting firm for the fiscal year
ending December 31, 2023.
3. Advisory vote to approve executive Mgmt For For
compensation.
4. Advisory vote on the frequency of advisory Mgmt 1 Year For
votes on executive compensation.
--------------------------------------------------------------------------------------------------------------------------
HALMA PLC Agenda Number: 715827955
--------------------------------------------------------------------------------------------------------------------------
Security: G42504103
Meeting Type: AGM
Meeting Date: 21-Jul-2022
Ticker:
ISIN: GB0004052071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2 APPROVE FINAL DIVIDEND Mgmt For For
3 APPROVE REMUNERATION REPORT Mgmt Against Against
4 ELECT SHARMILA NEBHRAJANI AS DIRECTOR Mgmt For For
5 RE-ELECT DAME LOUISE MAKIN AS DIRECTOR Mgmt For For
6 RE-ELECT ANDREW WILLIAMS AS DIRECTOR Mgmt For For
7 RE-ELECT MARC RONCHETTI AS DIRECTOR Mgmt Against Against
8 RE-ELECT JENNIFER WARD AS DIRECTOR Mgmt For For
9 RE-ELECT CAROLE CRAN AS DIRECTOR Mgmt For For
10 RE-ELECT JO HARLOW AS DIRECTOR Mgmt Against Against
11 RE-ELECT DHARMASH MISTRY AS DIRECTOR Mgmt For For
12 RE-ELECT TONY RICE AS DIRECTOR Mgmt For For
13 RE-ELECT ROY TWITE AS DIRECTOR Mgmt For For
14 REAPPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
AUDITORS
15 AUTHORISE BOARD TO FIX REMUNERATION OF Mgmt For For
AUDITORS
16 APPROVE EMPLOYEE SHARE PLAN Mgmt For For
17 APPROVE LONG-TERM INCENTIVE PLAN Mgmt For For
18 AUTHORISE ISSUE OF EQUITY Mgmt For For
19 AUTHORISE UK POLITICAL DONATIONS AND Mgmt For For
EXPENDITURE
20 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS
21 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN
ACQUISITION OR OTHER CAPITAL INVESTMENT
22 AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt For For
SHARES
23 AUTHORISE THE COMPANY TO CALL GENERAL Mgmt For For
MEETING WITH TWO WEEKS' NOTICE
--------------------------------------------------------------------------------------------------------------------------
HANNON ARMSTRONG SUSTAINABLE INFRA CAPTL Agenda Number: 935835681
--------------------------------------------------------------------------------------------------------------------------
Security: 41068X100
Meeting Type: Annual
Meeting Date: 07-Jun-2023
Ticker: HASI
ISIN: US41068X1000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Jeffrey W. Eckel Mgmt For For
Lizabeth A. Ardisana Mgmt For For
Clarence D. Armbrister Mgmt For For
Teresa M. Brenner Mgmt For For
Michael T. Eckhart Mgmt For For
Nancy C. Floyd Mgmt For For
Jeffrey A. Lipson Mgmt For For
Charles M. O'Neil Mgmt For For
Richard J. Osborne Mgmt For For
Steven G. Osgood Mgmt For For
Kimberly A. Reed Mgmt For For
2. The ratification of the appointment of Mgmt For For
Ernst & Young LLP as the Company's
independent registered public accounting
firm for the fiscal year ending December
31, 2023.
3. The advisory approval of the compensation Mgmt For For
of the Named Executive Officers as
described in the Compensation Discussion
and Analysis, the compensation tables and
other narrative disclosure in the proxy
statement.
4. The frequency in years with which Mgmt 1 Year For
stockholders are provided an advisory vote
on executive compensation pursuant to the
compensation disclosure rules of the SEC.
--------------------------------------------------------------------------------------------------------------------------
HITACHI,LTD. Agenda Number: 717313035
--------------------------------------------------------------------------------------------------------------------------
Security: J20454112
Meeting Type: AGM
Meeting Date: 21-Jun-2023
Ticker:
ISIN: JP3788600009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1.1 Appoint a Director Ihara, Katsumi Mgmt For For
1.2 Appoint a Director Ravi Venkatesan Mgmt For For
1.3 Appoint a Director Cynthia Carroll Mgmt For For
1.4 Appoint a Director Sugawara, Ikuro Mgmt For For
1.5 Appoint a Director Joe Harlan Mgmt For For
1.6 Appoint a Director Louise Pentland Mgmt For For
1.7 Appoint a Director Yamamoto, Takatoshi Mgmt For For
1.8 Appoint a Director Yoshihara, Hiroaki Mgmt For For
1.9 Appoint a Director Helmuth Ludwig Mgmt For For
1.10 Appoint a Director Kojima, Keiji Mgmt For For
1.11 Appoint a Director Nishiyama, Mitsuaki Mgmt For For
1.12 Appoint a Director Higashihara, Toshiaki Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
IRIDIUM COMMUNICATIONS INC. Agenda Number: 935795370
--------------------------------------------------------------------------------------------------------------------------
Security: 46269C102
Meeting Type: Annual
Meeting Date: 04-May-2023
Ticker: IRDM
ISIN: US46269C1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Robert H. Niehaus Mgmt For For
Thomas C. Canfield Mgmt For For
Matthew J. Desch Mgmt For For
Thomas J. Fitzpatrick Mgmt Withheld Against
L. Anthony Frazier Mgmt For For
Jane L. Harman Mgmt For For
Alvin B. Krongard Mgmt For For
Suzanne E. McBride Mgmt For For
Admiral Eric T. Olson Mgmt For For
Parker W. Rush Mgmt For For
Kay N. Sears Mgmt For For
Jacqueline E. Yeaney Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
3. To indicate, on an advisory basis, the Mgmt 1 Year For
preferred frequency of stockholder advisory
votes on the compensation of our named
executive officers.
4. To approve the Iridium Communications Inc. Mgmt Against Against
Amended and Restated 2015 Equity Incentive
Plan.
5. To ratify the selection by the Board of Mgmt For For
Directors of KPMG LLP as our independent
registered public accounting firm for our
fiscal year ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE DSM NV Agenda Number: 716380453
--------------------------------------------------------------------------------------------------------------------------
Security: N5017D122
Meeting Type: EGM
Meeting Date: 23-Jan-2023
Ticker:
ISIN: NL0000009827
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO BENEFICIAL OWNER DETAILS ARE
PROVIDED, YOUR INSTRUCTIONS MAY BE
REJECTED.
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
1. OPENING Non-Voting
2. PRESENTATION ON THE TRANSACTION Non-Voting
3. APPROVAL OF THE TRANSACTION, WHICH Mgmt For For
ENCOMPASSES THE FOLLOWING COMPONENTS: (A)
APPROVAL OF THE TRANSACTION IN ACCORDANCE
WITH SECTION 2:107A OF THE DCC; (B) SUBJECT
TO THE EXCHANGE OFFER HAVING BEEN DECLARED
UNCONDITIONAL AND EFFECTIVE UPON THE
DELISTING OF THE DSM ORDINARY SHARES FROM
EURONEXT AMSTERDAM, THE CONVERSION OF DSM
FROM A DUTCH PUBLIC LIMITED LIABILITY
COMPANY (NAAMLOZE VENNOOTSCHAP) INTO A
DUTCH PRIVATE LIMITED LIABILITY COMPANY
(BESLOTEN VENNOOTSCHAP MET BEPERKTE
AANSPRAKELIJKHEID) AND RELATED AMENDMENT TO
THE ARTICLES; (C) CONDITIONAL STATUTORY
TRIANGULAR MERGER IN ACCORDANCE WITH
SECTION 2:309 ET SEQ AND 2:333A OF THE DCC;
AND (D) AUTHORIZATION OF THE MANAGING BOARD
TO HAVE DSM REPURCHASE THE DSM PREFERENCE
SHARES A AND CONDITIONAL CANCELLATION OF
THE DSM PREFERENCE SHARES A
4. CONDITIONAL DISCHARGE AND RELEASE FROM Mgmt For For
LIABILITY OF THE MEMBERS OF THE MANAGING
BOARD
5. CONDITIONAL DISCHARGE AND RELEASE FROM Mgmt For For
LIABILITY OF THE MEMBERS OF THE SUPERVISORY
BOARD
6. CLOSING Non-Voting
CMMT 23 NOV 2022: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO CHANGE IN NUMBERING OF ALL
RESOLUTIONS. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
KUBOTA CORPORATION Agenda Number: 716735355
--------------------------------------------------------------------------------------------------------------------------
Security: J36662138
Meeting Type: AGM
Meeting Date: 24-Mar-2023
Ticker:
ISIN: JP3266400005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1.1 Appoint a Director Kitao, Yuichi Mgmt For For
1.2 Appoint a Director Yoshikawa, Masato Mgmt For For
1.3 Appoint a Director Watanabe, Dai Mgmt For For
1.4 Appoint a Director Kimura, Hiroto Mgmt For For
1.5 Appoint a Director Yoshioka, Eiji Mgmt For For
1.6 Appoint a Director Hanada, Shingo Mgmt For For
1.7 Appoint a Director Matsuda, Yuzuru Mgmt For For
1.8 Appoint a Director Ina, Koichi Mgmt For For
1.9 Appoint a Director Shintaku, Yutaro Mgmt For For
1.10 Appoint a Director Arakane, Kumi Mgmt For For
1.11 Appoint a Director Kawana, Koichi Mgmt For For
2 Appoint a Substitute Corporate Auditor Mgmt For For
Iwamoto, Hogara
--------------------------------------------------------------------------------------------------------------------------
MASTEC, INC. Agenda Number: 935795558
--------------------------------------------------------------------------------------------------------------------------
Security: 576323109
Meeting Type: Annual
Meeting Date: 16-May-2023
Ticker: MTZ
ISIN: US5763231090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Ernst N. Csiszar Mgmt For For
Julia L. Johnson Mgmt For For
Jorge Mas Mgmt For For
2. Ratification of the appointment of BDO USA, Mgmt For For
LLP as our independent registered public
accounting firm for 2023.
3. Approval of a non-binding advisory Mgmt Against Against
resolution regarding the compensation of
our named executive officers.
4. A non-binding advisory resolution regarding Mgmt 1 Year For
the frequency of the vote regarding the
compensation of our named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
MAXAR TECHNOLOGIES INC. Agenda Number: 935791170
--------------------------------------------------------------------------------------------------------------------------
Security: 57778K105
Meeting Type: Special
Meeting Date: 19-Apr-2023
Ticker: MAXR
ISIN: US57778K1051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of December 15, 2022, by and among
Maxar Technologies Inc., Galileo Parent,
Inc., Galileo Bidco, Inc. and, solely for
the purposes set forth therein, Galileo
Topco, Inc., as it may be amended from time
to time (the "Merger Agreement").
2. To approve, on an advisory (nonbinding) Mgmt Against Against
basis, the compensation that may be paid or
become payable to named executive officers
of Maxar Technologies Inc. that is based on
or otherwise relates to the Merger
Agreement and the transactions contemplated
by the Merger Agreement.
3. To approve any adjournment of the Special Mgmt For For
Meeting of Stockholders of Maxar
Technologies Inc. (the "Special Meeting"),
if necessary or appropriate, to solicit
additional proxies if there are
insufficient votes to adopt the Merger
Agreement at the time of the Special
Meeting.
--------------------------------------------------------------------------------------------------------------------------
METAWATER CO.,LTD. Agenda Number: 717313667
--------------------------------------------------------------------------------------------------------------------------
Security: J4231P107
Meeting Type: AGM
Meeting Date: 20-Jun-2023
Ticker:
ISIN: JP3921260000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1.1 Appoint a Director Yamaguchi, Kenji Mgmt For For
1.2 Appoint a Director Okuda, Noboru Mgmt For For
1.3 Appoint a Director Sakai, Masashi Mgmt For For
1.4 Appoint a Director Fujii, Michio Mgmt For For
1.5 Appoint a Director Aizawa, Kaoru Mgmt For For
1.6 Appoint a Director Kosao, Fumiko Mgmt For For
1.7 Appoint a Director Tanai, Tsuneo Mgmt For For
2.1 Appoint a Corporate Auditor Hatsumata, Mgmt For For
Shigeru
2.2 Appoint a Corporate Auditor Teranishi, Mgmt For For
Akihiro
--------------------------------------------------------------------------------------------------------------------------
MUELLER INDUSTRIES, INC. Agenda Number: 935785254
--------------------------------------------------------------------------------------------------------------------------
Security: 624756102
Meeting Type: Annual
Meeting Date: 04-May-2023
Ticker: MLI
ISIN: US6247561029
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Gregory L. Christopher Mgmt For For
Elizabeth Donovan Mgmt Withheld Against
William C. Drummond Mgmt For For
Gary S. Gladstein Mgmt For For
Scott J. Goldman Mgmt For For
John B. Hansen Mgmt For For
Terry Hermanson Mgmt For For
Charles P. Herzog, Jr. Mgmt For For
2. Approve the appointment of Ernst & Young Mgmt For For
LLP as the Company's independent registered
public accounting firm.
3. To approve, on an advisory basis by Mgmt For For
non-binding vote, executive compensation.
4. To approve, on an advisory basis by Mgmt 1 Year For
non-binding vote, the frequency of the
Company's holding of future advisory votes
on the compensation of the Company's named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
MUELLER WATER PRODUCTS, INC. Agenda Number: 935750605
--------------------------------------------------------------------------------------------------------------------------
Security: 624758108
Meeting Type: Annual
Meeting Date: 07-Feb-2023
Ticker: MWA
ISIN: US6247581084
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Shirley C. Franklin Mgmt For For
1b. Election of Director: Scott Hall Mgmt For For
1c. Election of Director: Thomas J. Hansen Mgmt For For
1d. Election of Director: Mark J. O'Brien Mgmt For For
1e. Election of Director: Christine Ortiz Mgmt For For
1f. Election of Director: Jeffery S. Sharritts Mgmt For For
1g. Election of Director: Brian L. Slobodow Mgmt For For
1h. Election of Director: Lydia W. Thomas Mgmt For For
1i. Election of Director: Michael T. Tokarz Mgmt For For
1j. Election of Director: Stephen C. Van Mgmt For For
Arsdell
2. To approve, on an advisory basis, the Mgmt For For
compensation of the Company's named
executive officers.
3. To recommend, on an advisory basis, the Mgmt 1 Year For
frequency of the stockholder vote to
approve executive compensation.
4. To ratify the appointment of Ernst & Young Mgmt For For
LLP as the Company's independent registered
public accounting firm for the fiscal year
ending September 30, 2023.
--------------------------------------------------------------------------------------------------------------------------
PENTAIR PLC Agenda Number: 935791601
--------------------------------------------------------------------------------------------------------------------------
Security: G7S00T104
Meeting Type: Annual
Meeting Date: 09-May-2023
Ticker: PNR
ISIN: IE00BLS09M33
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Re-election of director: Mona Abutaleb Mgmt For For
Stephenson
1b. Re-election of director: Melissa Barra Mgmt For For
1c. Re-election of director: T. Michael Glenn Mgmt For For
1d. Re-election of director: Theodore L. Harris Mgmt For For
1e. Re-election of director: David A. Jones Mgmt For For
1f. Re-election of director: Gregory E. Knight Mgmt For For
1g. Re-election of director: Michael T. Mgmt For For
Speetzen
1h. Re-election of director: John L. Stauch Mgmt For For
1i. Re-election of director: Billie I. Mgmt For For
Williamson
2. To approve, by nonbinding, advisory vote, Mgmt For For
the compensation of the named executive
officers.
3. To approve, by nonbinding, advisory vote, Mgmt 1 Year For
the frequency of future advisory votes on
the compensation of the named executive
officers.
4. To ratify, by nonbinding, advisory vote, Mgmt For For
the appointment of Deloitte & Touche LLP as
the independent auditor of Pentair plc and
to authorize, by binding vote, the Audit
and Finance Committee of the Board of
Directors to set the auditor's
remuneration.
5. To authorize the Board of Directors to Mgmt For For
allot new shares under Irish law.
6. To authorize the Board of Directors to Mgmt For For
opt-out of statutory preemption rights
under Irish law (Special Resolution).
7. To authorize the price range at which Mgmt For For
Pentair plc can re-allot shares it holds as
treasury shares under Irish law (Special
Resolution).
--------------------------------------------------------------------------------------------------------------------------
RENTOKIL INITIAL PLC Agenda Number: 716916892
--------------------------------------------------------------------------------------------------------------------------
Security: G7494G105
Meeting Type: AGM
Meeting Date: 10-May-2023
Ticker:
ISIN: GB00B082RF11
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE AUDITED FINANCIAL STATEMENTS Mgmt For For
OF THE COMPANY AND THE DIRECTORS AND
AUDITORS REPORT THEREON
2 TO APPROVE THE DIRECTORS REMUNERATION Mgmt For For
REPORT
3 TO APPROVE THE RULES OF THE RESTRICTED Mgmt For For
SHARE PLAN
4 TO APPROVE THE RULES OF THE DEFERRED BONUS Mgmt For For
PLAN
5 TO DECLARE A FINAL DIVIDEND Mgmt For For
6 TO ELECT DAVID FREAR AS A DIRECTOR Mgmt For For
7 TO ELECT SALLY JOHNSON AS A DIRECTOR Mgmt For For
8 TO RE-ELECT STUART INGALL-TOMBS AS A Mgmt Against Against
DIRECTOR
9 TO RE-ELECT SAROSH MISTRY AS A DIRECTOR Mgmt For For
10 TO RE-ELECT JOHN PETTIGREW AS A DIRECTOR Mgmt For For
11 TO RE-ELECT ANDY RANSOM AS A DIRECTOR Mgmt For For
12 TO RE-ELECT RICHARD SOLOMONS AS A DIRECTOR Mgmt For For
13 TO RE-ELECT CATHY TURNER AS A DIRECTOR Mgmt For For
14 TO RE-ELECT LINDA YUEH AS A DIRECTOR Mgmt Against Against
15 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
AUDITOR
16 TO AUTHORISE THE DIRECTORS TO AGREE THE Mgmt For For
AUDITORS REMUNERATION
17 TO AUTHORISE THE MAKING OF POLITICAL Mgmt For For
DONATIONS
18 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For
19 TO AUTHORISE THE DIRECTORS TO DISAPPLY Mgmt For For
PRE-EMPTION RIGHTS
20 TO AUTHORISE THE DIRECTORS TO FURTHER Mgmt For For
DISAPPLY PRE-EMPTION RIGHTS FOR
ACQUISITIONS AND SPECIFIED CAPITAL
INVESTMENTS
21 TO AUTHORISE THE DIRECTORS TO MAKE MARKET Mgmt For For
PURCHASES OF THE COMPANY'S OWN SHARES
22 TO AUTHORISE THE CALLING OF A GENERAL Mgmt For For
MEETING OTHER THAN AN ANNUAL GENERAL
MEETING ON 14 DAYS CLEAR NOTICE
23 TO ADOPT THE ARTICLES OF ASSOCIATION OF THE Mgmt For For
COMPANY PRODUCED TO THE MEETING
--------------------------------------------------------------------------------------------------------------------------
ROPER TECHNOLOGIES, INC. Agenda Number: 935847989
--------------------------------------------------------------------------------------------------------------------------
Security: 776696106
Meeting Type: Annual
Meeting Date: 13-Jun-2023
Ticker: ROP
ISIN: US7766961061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director for a one-year term: Mgmt For For
Shellye L. Archambeau
1.2 Election of Director for a one-year term: Mgmt For For
Amy Woods Brinkley
1.3 Election of Director for a one-year term: Mgmt For For
Irene M. Esteves
1.4 Election of Director for a one-year term: Mgmt For For
L. Neil Hunn
1.5 Election of Director for a one-year term: Mgmt For For
Robert D. Johnson
1.6 Election of Director for a one-year term: Mgmt For For
Thomas P. Joyce, Jr.
1.7 Election of Director for a one-year term: Mgmt For For
Laura G. Thatcher
1.8 Election of Director for a one-year term: Mgmt Against Against
Richard F. Wallman
1.9 Election of Director for a one-year term: Mgmt For For
Christopher Wright
2. Advisory vote to approve the compensation Mgmt For For
of our named executive officers.
3. To select, on an advisory basis, the Mgmt 1 Year For
frequency of the shareholder vote on the
compensation of our named executive
officers.
4. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for 2023.
5. Approve an amendment to and restatement of Mgmt For For
our Restated Certificate of Incorporation
to permit the exculpation of officers.
--------------------------------------------------------------------------------------------------------------------------
SCHNEIDER ELECTRIC SE Agenda Number: 716843570
--------------------------------------------------------------------------------------------------------------------------
Security: F86921107
Meeting Type: MIX
Meeting Date: 04-May-2023
Ticker:
ISIN: FR0000121972
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting
DIRECTLY WITH A FRENCH CUSTODIAN, VOTING
INSTRUCTIONS WILL BE FORWARDED TO YOUR
GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE
GLOBAL CUSTODIAN AS THE REGISTERED
INTERMEDIARY WILL SIGN THE PROXY CARD AND
FORWARD TO THE LOCAL CUSTODIAN FOR
LODGMENT.
CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting
VOTING OPTION. FOR ANY ADDITIONAL
RESOLUTIONS RAISED AT THE MEETING THE
VOTING INSTRUCTION WILL DEFAULT TO
'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING
THE PROXY CARD, THE VOTING INSTRUCTION WILL
DEFAULT TO THE PREFERENCE OF YOUR
CUSTODIAN.
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting
REGISTERED IN THEIR OWN NAME ON THE COMPANY
SHARE REGISTER, YOU SHOULD RECEIVE A PROXY
CARD/VOTING FORM DIRECTLY FROM THE ISSUER.
PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO
THE ISSUER VIA THE PROXY CARD/VOTING FORM,
DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE
SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY
BE REJECTED.
CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting
DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE
AT THIS MEETING, YOU (OR YOUR CREST
SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting
ANY VOTED POSITIONS SETTLING THROUGH
EUROCLEAR BANK.
1 APPROVAL OF STATUTORY FINANCIAL STATEMENTS Mgmt For For
FOR THE 2022 FISCAL YEAR
2 APPROVAL OF CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE 2022 FISCAL YEAR
3 APPROPRIATION OF PROFIT FOR THE FISCAL YEAR Mgmt For For
AND SETTING THE DIVIDEND
4 APPROVAL OF REGULATED AGREEMENTS GOVERNED Mgmt For For
BY ARTICLE L. 225-38 ET SEQ. OF THE FRENCH
COMMERCIAL CODE
5 APPROVAL OF THE INFORMATION ON THE Mgmt For For
DIRECTORS AND THE CORPORATE OFFICERS
COMPENSATION PAID OR GRANTED FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2022 MENTIONED IN
ARTICLE L. 22-10-9 OF THE FRENCH COMMERCIAL
CODE
6 APPROVAL OF THE COMPONENTS OF THE TOTAL Mgmt Against Against
COMPENSATION AND BENEFITS OF ALL TYPES PAID
DURING THE 2022 FISCAL YEAR OR AWARDED IN
RESPECT OF THE SAID FISCAL YEAR TO MR.
JEAN-PASCAL TRICOIRE
7 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt For For
CHAIRMAN & CHIEF EXECUTIVE OFFICER, MR.
JEAN-PASCAL TRICOIRE, FOR THE PERIOD FROM
JANUARY 1 TO MAY 3, 2023
8 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt For For
CHIEF EXECUTIVE OFFICER, MR. PETER HERWECK,
FOR THE PERIOD FROM MAY 4 TO DECEMBER 31,
2023
9 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt For For
CHAIRMAN OF THE BOARD OF DIRECTORS, MR.
JEAN-PASCAL TRICOIRE, FOR THE PERIOD FROM
MAY 4 TO DECEMBER 31, 2023
10 DETERMINATION OF THE TOTAL ANNUAL Mgmt For For
COMPENSATION OF THE DIRECTORS
11 APPROVAL OF THE DIRECTORS COMPENSATION Mgmt For For
POLICY
12 RENEWAL OF THE TERM OF OFFICE OF MR. L?O Mgmt For For
APOTHEKER
13 RENEWAL OF THE TERM OF OFFICE OF MR. Mgmt For For
GREGORY SPIERKEL
14 RENEWAL OF THE TERM OF OFFICE OF MR. LIP-BU Mgmt For For
TAN
15 APPOINTMENT OF MR. ABHAY PARASNIS AS A Mgmt For For
DIRECTOR
16 APPOINTMENT OF MRS. GIULIA CHIERCHIA AS A Mgmt For For
DIRECTOR
17 OPINION ON THE COMPANY CLIMATE STRATEGY Mgmt For For
18 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO BUY BACK COMPANY SHARES
19 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE CAPITAL BY
ISSUING ORDINARY SHARES OR SECURITIES
GIVING ACCESS TO SHARE CAPITAL OF THE
COMPANY WITH SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHT
20 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE CAPITAL BY
ISSUING ORDINARY SHARES OR SECURITIES
GIVING ACCESS TO SHARE CAPITAL OF THE
COMPANY WITHOUT SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHT THROUGH A PUBLIC
OFFERING OTHER THAN THOSE REFERRED TO IN
ARTICLE L. 411-2 1N OF THE FRENCH MONETARY
AND FINANCIAL CODE
21 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE CAPITAL BY
ISSUING ORDINARY SHARES OR SECURITIES
GIVING ACCESS TO SHARE CAPITAL OF THE
COMPANY WITHOUT SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHT THROUGH AN OFFERING IN
ACCORDANCE WITH ARTICLE L. 411-2 1N OF THE
FRENCH MONETARY AND FINANCIAL CODE
22 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE NUMBER OF SHARES
TO BE ISSUED IN THE EVENT OF A CAPITAL
INCREASE WITH OR WITHOUT SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHT
23 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE CAPITAL BY
ISSUING ORDINARY SHARES OR SECURITIES
GIVING ACCESS TO SHARE CAPITAL OF THE
COMPANY WITHOUT SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHT IN CONSIDERATION FOR
CONTRIBUTIONS IN KIND TO THE COMPANY
24 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE CAPITAL BY
CAPITALIZING ADDITIONAL PAID-IN CAPITAL,
RESERVES, EARNINGS OR OTHER
25 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO UNDERTAKE CAPITAL INCREASES
RESERVED FOR PARTICIPANTS IN A COMPANY
SAVINGS PLAN WITHOUT SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHT
26 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO UNDERTAKE CAPITAL INCREASES
RESERVED FOR EMPLOYEES OF CERTAIN
NON-FRENCH SUBSIDIARIES OF THE GROUP,
DIRECTLY OR VIA ENTITIES ACTING TO OFFER
THOSE EMPLOYEES BENEFITS COMPARABLE TO
THOSE OFFERED TO PARTICIPANTS IN A COMPANY
SAVINGS PLAN WITHOUT SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHT
27 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For
CANCEL SHARES OF THE COMPANY BOUGHT BACK BY
THE COMPANY UNDER THE SHARE BUYBACK
PROGRAMS
28 POWERS FOR FORMALITIES Mgmt For For
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/telech
argements/BALO/pdf/2023/0327/202303272300691
.pdf
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
--------------------------------------------------------------------------------------------------------------------------
SSE PLC Agenda Number: 715813766
--------------------------------------------------------------------------------------------------------------------------
Security: G8842P102
Meeting Type: AGM
Meeting Date: 21-Jul-2022
Ticker:
ISIN: GB0007908733
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 RECEIVE THE REPORT AND ACCOUNTS 2022 Mgmt For For
2 APPROVE THE REMUNERATION REPORT 2022 Mgmt For For
3 APPROVE THE REMUNERATION POLICY 2022 Mgmt For For
4 AMENDMENTS TO THE SSE PLC PERFORMANCE SHARE Mgmt For For
PLAN RULES (THE PSP RULES)
5 DECLARE A FINAL DIVIDEND Mgmt For For
6 RE-APPOINT GREGOR ALEXANDER Mgmt Against Against
7 APPOINT DAME ELISH ANGIOLINI Mgmt For For
8 APPOINT JOHN BASON Mgmt For For
9 RE-APPOINT DAME SUE BRUCE Mgmt For For
10 RE-APPOINT TONY COCKER Mgmt For For
11 APPOINT DEBBIE CROSBIE Mgmt For For
12 RE-APPOINT PETER LYNAS Mgmt For For
13 RE-APPOINT HELEN MAHY Mgmt For For
14 RE-APPOINT SIR JOHN MANZONI Mgmt For For
15 RE-APPOINT ALISTAIR PHILLIPS-DAVIES Mgmt For For
16 RE-APPOINT MARTIN PIBWORTH Mgmt For For
17 RE-APPOINT MELANIE SMITH Mgmt For For
18 RE-APPOINT DAME ANGELA STRANK Mgmt For For
19 APPOINT ERNST AND YOUNG LLP AS AUDITOR Mgmt For For
20 AUTHORISE THE AUDIT COMMITTEE TO AGREE THE Mgmt For For
AUDITOR'S REMUNERATION
21 RECEIVE THE NET ZERO TRANSITION REPORT 2022 Mgmt For For
22 AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For
23 SPECIAL RESOLUTION TO DISAPPLY PRE- EMPTION Mgmt For For
RIGHTS
24 SPECIAL RESOLUTION TO EMPOWER THE COMPANY Mgmt For For
TO PURCHASE ITS OWN ORDINARY SHARES
25 SPECIAL RESOLUTION TO APPROVE 14 DAYS' Mgmt For For
NOTICE OF GENERAL MEETINGS
CMMT 20 JUN 2022: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO CHANGE OF THE MEETING DATE
FROM 27 JUL 2022 TO 21 JUL 2022. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
STANTEC INC Agenda Number: 716877088
--------------------------------------------------------------------------------------------------------------------------
Security: 85472N109
Meeting Type: AGM
Meeting Date: 11-May-2023
Ticker:
ISIN: CA85472N1096
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR
RESOLUTIONS 1.1 TO 1.10 AND 3 AND 'IN
FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION
NUMBER 2. THANK YOU
1.1 ELECTION OF DIRECTOR: DOUGLAS K. AMMERMAN Mgmt Against Against
1.2 ELECTION OF DIRECTOR: MARTIN A. A PORTA Mgmt For For
1.3 ELECTION OF DIRECTOR: SHELLEY A. M. BROWN Mgmt For For
1.4 ELECTION OF DIRECTOR: ANGELINE G. CHEN Mgmt For For
1.5 ELECTION OF DIRECTOR: PATRICIA D. GALLOWAY Mgmt For For
1.6 ELECTION OF DIRECTOR: ROBERT J. GOMES Mgmt For For
1.7 ELECTION OF DIRECTOR: GORDON A. JOHNSTON Mgmt For For
1.8 ELECTION OF DIRECTOR: DONALD J. LOWRY Mgmt For For
1.9 ELECTION OF DIRECTOR: MARIE-LUCIE MORIN Mgmt For For
1.10 ELECTION OF DIRECTOR: CELINA J. WANG DOKA Mgmt For For
2 RESOLVED THAT THE SHAREHOLDERS APPROVE THE Mgmt For For
REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS STANTEC'S AUDITOR AND AUTHORIZE THE
DIRECTORS TO FIX THE AUDITOR'S REMUNERATION
3 RESOLVED, ON AN ADVISORY BASIS AND NOT TO Mgmt For For
DIMINISH THE ROLE AND RESPONSIBILITIES OF
THE BOARD OF DIRECTORS, THAT THE
SHAREHOLDERS ACCEPT THE APPROACH TO
EXECUTIVE COMPENSATION DISCLOSED IN
STANTEC'S MANAGEMENT INFORMATION CIRCULAR
DELIVERED IN ADVANCE OF THE MEETING
--------------------------------------------------------------------------------------------------------------------------
SUNNOVA ENERGY INTERNATIONAL INC Agenda Number: 935809282
--------------------------------------------------------------------------------------------------------------------------
Security: 86745K104
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: NOVA
ISIN: US86745K1043
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Class I Director to serve Mgmt Withheld Against
three-year terms: William J. Berger
1.2 Election of Class I Director to serve Mgmt Withheld Against
three-year terms: Rahman D'Argenio
1.3 Election of Class I Director to serve Mgmt Withheld Against
three-year terms: Michael C. Morgan
2. To approve, in a non-binding advisory vote, Mgmt Against Against
the compensation of our named executive
officers.
3. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for fiscal year 2023.
--------------------------------------------------------------------------------------------------------------------------
SWEETGREEN, INC. Agenda Number: 935837558
--------------------------------------------------------------------------------------------------------------------------
Security: 87043Q108
Meeting Type: Annual
Meeting Date: 15-Jun-2023
Ticker: SG
ISIN: US87043Q1085
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Neil Blumenthal Mgmt Withheld Against
Julie Bornstein Mgmt Withheld Against
Cliff Burrows Mgmt For For
Nicolas Jammet Mgmt Withheld Against
Valerie Jarrett Mgmt Withheld Against
Youngme Moon Mgmt Withheld Against
Jonathan Neman Mgmt Withheld Against
Nathaniel Ru Mgmt Withheld Against
Bradley Singer Mgmt For For
2. Advisory vote on the frequency of Mgmt 1 Year For
stockholder advisory votes on executive
compensation.
3. Ratification of the selection of Deloitte & Mgmt For For
Touche LLP as the Company's independent
registered public accounting firm for the
fiscal year ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
TE CONNECTIVITY LTD Agenda Number: 935772613
--------------------------------------------------------------------------------------------------------------------------
Security: H84989104
Meeting Type: Annual
Meeting Date: 15-Mar-2023
Ticker: TEL
ISIN: CH0102993182
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Jean-Pierre Clamadieu Mgmt For For
1b. Election of Director: Terrence R. Curtin Mgmt For For
1c. Election of Director: Carol A. ("John") Mgmt For For
Davidson
1d. Election of Director: Lynn A. Dugle Mgmt For For
1e. Election of Director: William A. Jeffrey Mgmt For For
1f. Election of Director: Syaru Shirley Lin Mgmt For For
1g. Election of Director: Thomas J. Lynch Mgmt For For
1h. Election of Director: Heath A. Mitts Mgmt Against Against
1i. Election of Director: Abhijit Y. Talwalkar Mgmt Against Against
1j. Election of Director: Mark C. Trudeau Mgmt For For
1k. Election of Director: Dawn C. Willoughby Mgmt For For
1l. Election of Director: Laura H. Wright Mgmt Against Against
2. To elect Thomas J. Lynch as the Chairman of Mgmt For For
the Board of Directors
3a. To elect the individual member of the Mgmt Against Against
Management Development and Compensation
Committee: Abhijit Y. Talwalkar
3b. To elect the individual member of the Mgmt For For
Management Development and Compensation
Committee: Mark C. Trudeau
3c. To elect the individual member of the Mgmt For For
Management Development and Compensation
Committee: Dawn C. Willoughby
4. To elect Dr. Rene Schwarzenbach, of Proxy Mgmt For For
Voting Services GmbH, or another individual
representative of Proxy Voting Services
GmbH if Dr. Schwarzenbach is unable to
serve at the relevant meeting, as the
independent proxy at the 2024 annual
meeting of TE Connectivity and any
shareholder meeting that may be held prior
to that meeting.
5.1 To approve the 2022 Annual Report of TE Mgmt For For
Connectivity Ltd. (excluding the statutory
financial statements for the fiscal year
ended September 30, 2022, the consolidated
financial statements for the fiscal year
ended September 30, 2022 and the Swiss
Statutory Compensation Report for the
fiscal year ended September 30, 2022).
5.2 To approve the statutory financial Mgmt For For
statements of TE Connectivity Ltd. for the
fiscal year ended September 30, 2022.
5.3 To approve the consolidated financial Mgmt For For
statements of TE Connectivity Ltd. for the
fiscal year ended September 30, 2022.
6. To release the members of the Board of Mgmt For For
Directors and executive officers of TE
Connectivity for activities during the
fiscal year ended September 30, 2022.
7.1 To elect Deloitte & Touche LLP as TE Mgmt For For
Connectivity's independent registered
public accounting firm for fiscal year
2023.
7.2 To elect Deloitte AG, Zurich, Switzerland, Mgmt For For
as TE Connectivity's Swiss registered
auditor until the next annual general
meeting of TE Connectivity.
7.3 To elect PricewaterhouseCoopers AG, Zurich, Mgmt For For
Switzerland, as TE Connectivity's special
auditor until the next annual general
meeting of TE Connectivity.
8. An advisory vote to approve named executive Mgmt For For
officer compensation.
9. An advisory vote on the frequency of an Mgmt 1 Year For
advisory vote to approve named executive
officer compensation.
10. An advisory vote to approve the Swiss Mgmt For For
Statutory Compensation Report for the
fiscal year ended September 30, 2022.
11. A binding vote to approve fiscal year 2024 Mgmt For For
maximum aggregate compensation amount for
executive management.
12. A binding vote to approve fiscal year 2024 Mgmt For For
maximum aggregate compensation amount for
the Board of Directors.
13. To approve the carryforward of Mgmt For For
unappropriated accumulated earnings at
September 30, 2022.
14. To approve a dividend payment to Mgmt For For
shareholders equal to $2.36 per issued
share to be paid in four equal quarterly
installments of $0.59 starting with the
third fiscal quarter of 2023 and ending in
the second fiscal quarter of 2024 pursuant
to the terms of the dividend resolution.
15. To approve an authorization relating to TE Mgmt For For
Connectivity's Share Repurchase Program.
16. To approve a reduction of share capital for Mgmt For For
shares acquired under TE Connectivity's
share repurchase program and related
amendments to the articles of association
of TE Connectivity Ltd.
17. To approve changes to share capital and Mgmt For For
related amendments to the articles of
association of TE Connectivity Ltd.
--------------------------------------------------------------------------------------------------------------------------
TELEDYNE TECHNOLOGIES INCORPORATED Agenda Number: 935781232
--------------------------------------------------------------------------------------------------------------------------
Security: 879360105
Meeting Type: Annual
Meeting Date: 26-Apr-2023
Ticker: TDY
ISIN: US8793601050
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Kenneth C. Dahlberg Mgmt Against Against
1.2 Election of Director: Michelle A. Kumbier Mgmt Against Against
1.3 Election of Director: Robert A. Malone Mgmt Against Against
2. Ratification of the appointment of Deloitte Mgmt Against Against
& Touche LLP as the Company's independent
registered public accounting firm for
fiscal year 2023.
3. Approval of a non-binding advisory Mgmt For For
resolution on the Company's executive
compensation.
4. Approval of a non-binding advisory Mgmt 1 Year For
resolution on the frequency of future
stockholder votes on the Company's
executive compensation.
--------------------------------------------------------------------------------------------------------------------------
TETRA TECH, INC. Agenda Number: 935756594
--------------------------------------------------------------------------------------------------------------------------
Security: 88162G103
Meeting Type: Annual
Meeting Date: 28-Feb-2023
Ticker: TTEK
ISIN: US88162G1031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Dan L. Batrack Mgmt For For
1B. Election of Director: Gary R. Birkenbeuel Mgmt For For
1C. Election of Director: Prashant Gandhi Mgmt For For
1D. Election of Director: Joanne M. Maguire Mgmt For For
1E. Election of Director: Christiana Obiaya Mgmt For For
1F. Election of Director: Kimberly E. Ritrievi Mgmt For For
1G. Election of Director: J. Kenneth Thompson Mgmt Against Against
1H. Election of Director: Kirsten M. Volpi Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
Company's named executive officers'
compensation.
3. To indicate, on an advisory basis, the Mgmt 1 Year For
preferred frequency of future advisory
votes on the Company's named executive
officers' compensation.
4. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for fiscal year 2023.
--------------------------------------------------------------------------------------------------------------------------
THE AZEK COMPANY INC. Agenda Number: 935756582
--------------------------------------------------------------------------------------------------------------------------
Security: 05478C105
Meeting Type: Annual
Meeting Date: 28-Feb-2023
Ticker: AZEK
ISIN: US05478C1053
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Gary Hendrickson Mgmt For For
Howard Heckes Mgmt For For
Bennett Rosenthal Mgmt For For
Jesse Singh Mgmt For For
2. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for our fiscal year ending September
30, 2023.
3. To approve, on an advisory, non-binding Mgmt For For
basis, the compensation of our named
executive officers.
4. To approve an amendment to our restated Mgmt For For
certificate of incorporation to limit the
liability of certain officers of the
Company as permitted by recent amendments
to Delaware law.
--------------------------------------------------------------------------------------------------------------------------
THE TIMKEN COMPANY Agenda Number: 935783692
--------------------------------------------------------------------------------------------------------------------------
Security: 887389104
Meeting Type: Annual
Meeting Date: 05-May-2023
Ticker: TKR
ISIN: US8873891043
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Maria A. Crowe Mgmt For For
Elizabeth A. Harrell Mgmt For For
Richard G. Kyle Mgmt For For
Sarah C. Lauber Mgmt For For
John A. Luke, Jr. Mgmt For For
Christopher L. Mapes Mgmt Withheld Against
James F. Palmer Mgmt For For
Ajita G. Rajendra Mgmt For For
Frank C. Sullivan Mgmt For For
John M. Timken, Jr. Mgmt For For
Ward J. Timken, Jr. Mgmt For For
2. Approval, on an advisory basis, of our Mgmt For For
named executive officer compensation.
3. Recommendation, on an advisory basis, of Mgmt 1 Year For
the frequency (every 1, 2 or 3 years) of
the shareholder advisory vote on named
executive officer compensation.
4. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as our independent auditor for
the fiscal year ending December 31, 2023.
5. Approval of amendments to our Amended Mgmt For For
Articles of Incorporation and Amended
Regulations to reduce certain shareholder
voting requirement thresholds.
6. Consideration of a shareholder proposal Mgmt For Against
requesting our Board to take the steps
necessary to amend the appropriate company
governing documents to give the owners of a
combined 10% of our outstanding common
stock the power to call a special
shareholder meeting.
--------------------------------------------------------------------------------------------------------------------------
THERMO FISHER SCIENTIFIC INC. Agenda Number: 935803709
--------------------------------------------------------------------------------------------------------------------------
Security: 883556102
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: TMO
ISIN: US8835561023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Marc N. Casper Mgmt For For
1b. Election of Director: Nelson J. Chai Mgmt Against Against
1c. Election of Director: Ruby R. Chandy Mgmt Against Against
1d. Election of Director: C. Martin Harris Mgmt Against Against
1e. Election of Director: Tyler Jacks Mgmt For For
1f. Election of Director: R. Alexandra Keith Mgmt For For
1g. Election of Director: James C. Mullen Mgmt For For
1h. Election of Director: Lars R. Sorensen Mgmt For For
1i. Election of Director: Debora L. Spar Mgmt Against Against
1j. Election of Director: Scott M. Sperling Mgmt For For
1k. Election of Director: Dion J. Weisler Mgmt Against Against
2. An advisory vote to approve named executive Mgmt Against Against
officer compensation.
3. An advisory vote on the frequency of future Mgmt 1 Year For
named executive officer advisory votes.
4. Ratification of the Audit Committee's Mgmt Against Against
selection of PricewaterhouseCoopers LLP as
the Company's independent auditors for
2023.
5. Approval of the Company's Amended and Mgmt For For
Restated 2013 Stock Incentive Plan.
6. Approval of the Company's 2023 Global Mgmt For For
Employee Stock Purchase Plan.
--------------------------------------------------------------------------------------------------------------------------
TRIMBLE INC. Agenda Number: 935830059
--------------------------------------------------------------------------------------------------------------------------
Security: 896239100
Meeting Type: Annual
Meeting Date: 01-Jun-2023
Ticker: TRMB
ISIN: US8962391004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
James C. Dalton Mgmt For For
Borje Ekholm Mgmt For For
Ann Fandozzi Mgmt For For
Kaigham (Ken) Gabriel Mgmt For For
Meaghan Lloyd Mgmt For For
Sandra MacQuillan Mgmt For For
Robert G. Painter Mgmt For For
Mark S. Peek Mgmt For For
Thomas Sweet Mgmt For For
Johan Wibergh Mgmt For For
2. Advisory vote to approve executive Mgmt For For
compensation
3. Advisory vote on the frequency of executive Mgmt 1 Year For
compensation votes
4. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the Company's independent
registered public accounting firm for
fiscal 2023
--------------------------------------------------------------------------------------------------------------------------
VERISK ANALYTICS, INC. Agenda Number: 935809458
--------------------------------------------------------------------------------------------------------------------------
Security: 92345Y106
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: VRSK
ISIN: US92345Y1064
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Vincent K. Brooks Mgmt For For
1b. Election of Director: Jeffrey Dailey Mgmt For For
1c. Election of Director: Wendy Lane Mgmt For For
1d. Election of Director: Lee M. Shavel Mgmt For For
1e. Election of Director: Kimberly S. Stevenson Mgmt For For
1f. Election of Director: Olumide Soroye Mgmt For For
2. To approve executive compensation on an Mgmt For For
advisory, non-binding basis.
3. To recommend the frequency of executive Mgmt 1 Year For
compensation votes on an advisory,
non-binding basis.
4. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as our independent auditor for
the 2023 fiscal year.
--------------------------------------------------------------------------------------------------------------------------
VESTAS WIND SYSTEMS A/S Agenda Number: 716765663
--------------------------------------------------------------------------------------------------------------------------
Security: K9773J201
Meeting Type: AGM
Meeting Date: 12-Apr-2023
Ticker:
ISIN: DK0061539921
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING INSTRUCTIONS FOR MOST MEETINGS ARE Non-Voting
CAST BY THE REGISTRAR IN ACCORDANCE WITH
YOUR VOTING INSTRUCTIONS. FOR THE SMALL
NUMBER OF MEETINGS WHERE THERE IS NO
REGISTRAR, YOUR VOTING INSTRUCTIONS WILL BE
CAST BY THE CHAIRMAN OF THE BOARD (OR A
BOARD MEMBER) AS PROXY. THE CHAIRMAN (OR A
BOARD MEMBER) MAY CHOOSE TO ONLY CAST
PRO-MANAGEMENT VOTING INSTRUCTIONS. TO
GUARANTEE YOUR VOTING INSTRUCTIONS AGAINST
MANAGEMENT ARE CAST, YOU MAY SUBMIT A
REQUEST TO ATTEND THE MEETING IN PERSON.
THE SUB CUSTODIAN BANKS OFFER
REPRESENTATION SERVICES FOR AN ADDED FEE,
IF REQUESTED.
CMMT SPLIT AND PARTIAL VOTING IS NOT AUTHORIZED Non-Voting
FOR A BENEFICIAL OWNER IN THE DANISH
MARKET.
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR
RESOLUTION NUMBERS 6.A TO 6.G AND 7. THANK
YOU
1 THE BOARD OF DIRECTORS' REPORT Non-Voting
2 PRESENTATION AND ADOPTION OF THE ANNUAL Mgmt For For
REPORT
3 RESOLUTION FOR THE ALLOCATION OF THE RESULT Mgmt For For
OF THE YEAR
4 PRESENTATION AND ADVISORY VOTE ON THE Mgmt For For
REMUNERATION REPORT
5 APPROVAL OF THE BOARD OF DIRECTORS' Mgmt For For
REMUNERATION
6.A RE-ELECTION OF ANDERS RUNEVAD TO THE BOARD Mgmt For For
OF THE DIRECTOR
6.B RE-ELECTION OF BRUCE GRANT TO THE BOARD OF Mgmt For For
THE DIRECTOR
6.C RE-ELECTION OF EVA MERETE SOFELDE BERNEKE Mgmt Abstain Against
TO THE BOARD OF THE DIRECTOR
6.D RE-ELECTION OF HELLE THORNING-SCHMIDT TO Mgmt For For
THE BOARD OF THE DIRECTOR
6.E RE-ELECTION OF KARL-HENRIK SUNDSTROM TO THE Mgmt Abstain Against
BOARD OF THE DIRECTOR
6.F RE-ELECTION OF KENTARO HOSOMI TO THE BOARD Mgmt For For
OF THE DIRECTOR
6.G RE-ELECTION OF LENA OLVING TO THE BOARD OF Mgmt Abstain Against
THE DIRECTOR
7 RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt Abstain Against
STATSAUTORISERET REVISIONSPARTNERSELSKAB AS
AUDITOR
8.1 PROPOSALS FROM THE BOARD OF DIRECTORS: Mgmt For For
RENEWAL OF THE AUTHORISATION TO ACQUIRE
TREASURY SHARES AUTHORISATION TO ACQUIRE
TREASURY SHARES UNTIL 31 DECEMBER 2024
9 AUTHORISATION OF THE CHAIRMAN OF THE Mgmt For For
GENERAL MEETING
10 ANY OTHER BUSINESS Non-Voting
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
CMMT 13 MAR 2023: PLEASE NOTE THAT IF YOU HOLD Non-Voting
CREST DEPOSITORY INTERESTS (CDIS) AND
PARTICIPATE AT THIS MEETING, YOU (OR YOUR
CREST SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT 13 MAR 2023: PLEASE NOTE SHARE BLOCKING Non-Voting
WILL APPLY FOR ANY VOTED POSITIONS SETTLING
THROUGH EUROCLEAR BANK.
CMMT 13 MAR 2023: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENTS. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
WEC ENERGY GROUP, INC. Agenda Number: 935778247
--------------------------------------------------------------------------------------------------------------------------
Security: 92939U106
Meeting Type: Annual
Meeting Date: 04-May-2023
Ticker: WEC
ISIN: US92939U1060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director for a 1-year term Mgmt For For
expiring in 2024: Ave M. Bie
1b. Election of Director for a 1-year term Mgmt For For
expiring in 2024: Curt S. Culver
1c. Election of Director for a 1-year term Mgmt Against Against
expiring in 2024: Danny L. Cunningham
1d. Election of Director for a 1-year term Mgmt Against Against
expiring in 2024: William M. Farrow III
1e. Election of Director for a 1-year term Mgmt For For
expiring in 2024: Cristina A. Garcia-Thomas
1f. Election of Director for a 1-year term Mgmt Against Against
expiring in 2024: Maria C. Green
1g. Election of Director for a 1-year term Mgmt Against Against
expiring in 2024: Gale E. Klappa
1h. Election of Director for a 1-year term Mgmt For For
expiring in 2024: Thomas K. Lane
1i. Election of Director for a 1-year term Mgmt For For
expiring in 2024: Scott J. Lauber
1j. Election of Director for a 1-year term Mgmt For For
expiring in 2024: Ulice Payne, Jr.
1k. Election of Director for a 1-year term Mgmt For For
expiring in 2024: Mary Ellen Stanek
1l. Election of Director for a 1-year term Mgmt Against Against
expiring in 2024: Glen E. Tellock
2. Ratification of Deloitte & Touche LLP as Mgmt For For
independent auditors for 2023.
3. Advisory vote to establish the frequency of Mgmt 1 Year For
"say-on-pay" vote.
4. Advisory vote to approve executive Mgmt For For
compensation of the named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
XYLEM INC. Agenda Number: 935836936
--------------------------------------------------------------------------------------------------------------------------
Security: 98419M100
Meeting Type: Special
Meeting Date: 11-May-2023
Ticker: XYL
ISIN: US98419M1009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal to approve the issuance of shares Mgmt For For
of Xylem Inc. common stock to the holders
of Evoqua Water Technologies Corp. common
stock pursuant to the terms and conditions
of that certain Agreement and Plan of
Merger, dated as of January 22, 2023, by
and among Xylem Inc., Fore Merger Sub, Inc.
and Evoqua Water Technologies Corp.
2. Proposal to approve the adjournment of the Mgmt For For
Xylem Inc. special meeting of shareholders
to a later date or time, as necessary or
appropriate, in the event there are
insufficient votes at the special meeting
of shareholders to approve the Share
Issuance Proposal.
--------------------------------------------------------------------------------------------------------------------------
XYLEM INC. Agenda Number: 935794063
--------------------------------------------------------------------------------------------------------------------------
Security: 98419M100
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: XYL
ISIN: US98419M1009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Jeanne Beliveau-Dunn Mgmt For For
1b. Election of Director: Patrick K. Decker Mgmt For For
1c. Election of Director: Earl R. Ellis Mgmt For For
1d. Election of Director: Robert F. Friel Mgmt For For
1e. Election of Director: Victoria D. Harker Mgmt For For
1f. Election of Director: Steven R. Loranger Mgmt For For
1g. Election of Director: Mark D. Morelli Mgmt For For
1h. Election of Director: Jerome A. Peribere Mgmt For For
1i. Election of Director: Lila Tretikov Mgmt For For
1j. Election of Director: Uday Yadav Mgmt For For
2. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as our independent registered
public accounting firm for the fiscal year
ending December 31, 2023.
3. Advisory vote to approve the compensation Mgmt Against Against
of our named executive officers.
4. Shareholder proposal requesting a policy Shr For Against
requiring an independent board chair, if
properly presented at the meeting.
Rockefeller Core Taxable Bond Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
Rockefeller Equity Allocation
--------------------------------------------------------------------------------------------------------------------------
ABIOMED, INC. Agenda Number: 935680670
--------------------------------------------------------------------------------------------------------------------------
Security: 003654100
Meeting Type: Annual
Meeting Date: 10-Aug-2022
Ticker: ABMD
ISIN: US0036541003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Michael R. Minogue Mgmt For For
Martin P. Sutter Mgmt Withheld Against
Paula A. Johnson Mgmt For For
2. Approval, by non-binding advisory vote, of Mgmt Against Against
the compensation of our named executive
officers.
3. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as our independent registered
public accounting firm for the fiscal year
ending March 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
DECKERS OUTDOOR CORPORATION Agenda Number: 935691483
--------------------------------------------------------------------------------------------------------------------------
Security: 243537107
Meeting Type: Annual
Meeting Date: 12-Sep-2022
Ticker: DECK
ISIN: US2435371073
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Michael F. Devine, III Mgmt For For
David A. Burwick Mgmt For For
Nelson C. Chan Mgmt For For
Cynthia L. Davis Mgmt For For
Juan R. Figuereo Mgmt For For
Maha S. Ibrahim Mgmt For For
Victor Luis Mgmt For For
Dave Powers Mgmt For For
Lauri M. Shanahan Mgmt Withheld Against
Bonita C. Stewart Mgmt For For
2. To ratify the selection of KPMG LLP as our Mgmt For For
independent registered public accounting
firm for our fiscal year ending March 31,
2023.
3. To approve, on a non-binding advisory Mgmt For For
basis, the compensation of our Named
Executive Officers, as disclosed in the
"Compensation Discussion and Analysis"
section of the Proxy Statement.
--------------------------------------------------------------------------------------------------------------------------
NEW RELIC, INC. Agenda Number: 935683979
--------------------------------------------------------------------------------------------------------------------------
Security: 64829B100
Meeting Type: Annual
Meeting Date: 17-Aug-2022
Ticker: NEWR
ISIN: US64829B1008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Hope Cochran Mgmt For For
Anne DelSanto Mgmt Withheld Against
Susan D. Arthur Mgmt For For
Phalachandra Bhat Mgmt For For
Caroline W. Carlisle Mgmt For For
Kevin Galligan Mgmt For For
William Staples Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of the Company's Named
Executive Officers as disclosed in the
Proxy Statement.
3. To indicate, on an advisory basis, the Mgmt 1 Year For
frequency of solicitation of advisory
stockholder approval of compensation of the
Company's Named Executive Officers.
4. To ratify the selection by the Audit Mgmt For For
Committee of the Board of Directors of
Deloitte & Touche LLP as the independent
registered public accounting firm of the
Company for its fiscal year ending March
31, 2023.
--------------------------------------------------------------------------------------------------------------------------
RALPH LAUREN CORPORATION Agenda Number: 935680668
--------------------------------------------------------------------------------------------------------------------------
Security: 751212101
Meeting Type: Annual
Meeting Date: 04-Aug-2022
Ticker: RL
ISIN: US7512121010
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Michael A. George Mgmt Withheld Against
Linda Findley Mgmt Withheld Against
Hubert Joly Mgmt For For
2. Ratification of appointment of Ernst & Mgmt Against Against
Young LLP as our independent registered
public accounting firm for the fiscal year
ending April 1, 2023.
3. Approval, on an advisory basis, of the Mgmt Against Against
compensation of our named executive
officers and our compensation philosophy,
policies and practices as described in the
accompanying Proxy Statement.
Rockefeller Intermediate Tax Exempt National Bond Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
Rockefeller Intermediate Tax Exempt New York Bond Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
* 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) Trust for Professional Managers
By (Signature) /s/ John Buckel
Name John Buckel
Title President
Date 08/25/2023