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: 08/31
DATE OF REPORTING PERIOD: 07/01/2022 - 06/30/2023
ActivePassive Core Bond ETF
--------------------------------------------------------------------------------------------------------------------------
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.
ActivePassive Intermediate Municipal Bond ETF
--------------------------------------------------------------------------------------------------------------------------
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.
ActivePassive International Equity ETF
--------------------------------------------------------------------------------------------------------------------------
AUTOHOME, INC. Agenda Number: 935882983
--------------------------------------------------------------------------------------------------------------------------
Security: 05278C107
Meeting Type: Annual
Meeting Date: 26-Jun-2023
Ticker: ATHM
ISIN: US05278C1071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. As a special resolution: THAT the Company's Mgmt No vote
Sixth Amended and Restated Memorandum of
Association and Articles of Association be
amended and restated by their deletion in
their entirety and by the substitution in
their place of the Seventh Amended and
Restated Memorandum of Association and
Articles of Association in the form as
attached as Exhibit B of the Notice of the
Annual General Meeting.
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BAIDU, INC. Agenda Number: 935888339
--------------------------------------------------------------------------------------------------------------------------
Security: 056752108
Meeting Type: Annual
Meeting Date: 27-Jun-2023
Ticker: BIDU
ISIN: US0567521085
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. THAT the Company's Fourth Amended and Mgmt No vote
Restated Memorandum of Association and
Articles of Association be amended and
restated by their deletion in their
entirety and by the substitution in their
place of the Fifth Amended and Restated
Memorandum of Association and Articles of
Association in the form as set out in the
Notice of the Annual General Meeting of the
Company (the "Amended M&AA") for the
purposes of, among others, (i) bringing the
Amended M&AA in line with applicable
amendments made to ...(due to space limits,
see proxy material for full proposal).
--------------------------------------------------------------------------------------------------------------------------
CELLECTIS S.A. Agenda Number: 935894419
--------------------------------------------------------------------------------------------------------------------------
Security: 15117K103
Meeting Type: Annual
Meeting Date: 27-Jun-2023
Ticker: CLLS
ISIN: US15117K1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
O2 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
O3 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
O4 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
O5 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
O6 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
O7 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
O8 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
O9 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
O10 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
O11 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E12 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E13 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E14 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E15 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E16 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E17 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E18 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E19 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E20 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E21 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E22 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E23 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E24 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E25 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E26 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E27 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E28 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
E29 Please see attached copy of the Company's Mgmt No vote
Notice of Meeting for details (see Text of
Resolutions in Notice of Meeting).
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EDAP TMS S.A. Agenda Number: 935892782
--------------------------------------------------------------------------------------------------------------------------
Security: 268311107
Meeting Type: Annual
Meeting Date: 30-Jun-2023
Ticker: EDAP
ISIN: US2683111072
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 The special report of the statutory Mgmt No vote
auditors on the agreements referred to in
Article L. 225-38 of the French Commercial
Code.
O2 The Board of Directors' management report Mgmt No vote
relating to the consolidated accounts for
the fiscal year ended December 31, ...(due
to space limits, see proxy material for
full proposal).
O3 Allocation of the results for the fiscal Mgmt No vote
year ended December 31, 2022.
O4 Determination of total compensation to be Mgmt No vote
granted to the Board of Directors in
accordance with the provisions of Article
L. 225-45 of the French Commercial Code.
O5 Renewal of Mr. Marc Oczachowski's mandate Mgmt No vote
as a member of the Board of Directors.
E6 Delegation of authority to be granted to Mgmt No vote
the Board of Directors to increase the
share capital, by issuance of shares or
other securities giving access to the
Company's share capital, with preferential
subscription rights for shareholders.
E7 Delegation of authority to be granted to Mgmt No vote
the Board of Directors to increase the
share capital, by issuance of shares or
other ...(due to space limits, see proxy
material for full proposal).
E8 Delegation of authority to be granted to Mgmt No vote
the Board of Directors to increase the
share capital, by issuance of shares or
other ...(due to space limits, see proxy
material for full proposal).
E9 Delegation of authority to be granted to Mgmt No vote
the Board of Directors to increase the
share capital, by issuance of shares or
other ...(due to space limits, see proxy
material for full proposal).
E10 Delegation of authority to be granted to Mgmt No vote
the Board of Directors to increase the
share capital, by issuance of shares or
other ...(due to space limits, see proxy
material for full proposal).
E11 Delegation of authority to be granted to Mgmt No vote
the Board of Directors to increase the
share capital, by issuance of shares or
other ...(due to space limits, see proxy
material for full proposal).
E12 Determination of the total maximum amount Mgmt No vote
applicable to the aforementioned financial
delegations of authority granted to the
Board of Directors to increase the share
capital.
E13 Delegation granted to the Board of Mgmt No vote
Directors to increase the number of
securities to be issued in case of share
capital increase with or without
preferential subscription rights, as per
the aforementioned delegations.
E14 Delegation to be granted to the Board of Mgmt No vote
Directors to increase the Company's share
capital for the benefit of employees who
are members of a company savings plan(s)
(plan(s) d'epargne d'entreprise)
implemented pursuant to Articles L. 3332-1
et seq. of the French Labor Code.
--------------------------------------------------------------------------------------------------------------------------
EVOTEC SE Agenda Number: 935878768
--------------------------------------------------------------------------------------------------------------------------
Security: 30050E105
Meeting Type: Annual
Meeting Date: 20-Jun-2023
Ticker: EVO
ISIN: US30050E1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
2. Resolution discharging the members of the Mgmt No vote
Management Board of liability for financial
year 2022.
3. Resolution regarding formal approval of the Mgmt No vote
actions of the members of the Supervisory
Board for financial year 2022.
4. Resolution regarding the appointment of the Mgmt No vote
auditor for the annual financial statements
and the consolidated financial statements
for financial year 2023 and the appointment
of the auditor for any review of additional
financial information during the year.
5. Resolution cancelling the existing Mgmt No vote
authorisation to issue convertible bonds
and/or warrant-linked bonds and/or profit-
linked bonds (or combinations of these
instruments), to cancel the corresponding
contingent capital and resolution to create
a new authorisation to issue convertible
bonds and/or warrant- linked bonds and/or
profit-linked bonds(or combinations of
these instruments), to create new
contingent capital and to amend the
Articles of Association.
6. Resolution to approve the Remuneration Mgmt No vote
Report 2022.
7a. Resolution amending the Company's Articles Mgmt No vote
of Association to enable virtual general
meetings and other amendmentsin connection
with virtual and hybrid general meetings:
Extension of article 15 of the Company's
Articles of Association (venue, convening
and right of attendance) by anew paragraph
8 (virtual General Meeting).
7b. Resolution amending the Company's Articles Mgmt No vote
of Association to enable virtual general
meetings and other amendments in connection
with virtual and hybrid general meetings:
Extension of article 15 of the Company's
Articles of Association (venue, convening
and right of attendance) by a new paragraph
9 (Participation of members of the
Supervisory Board in the General Meeting by
means of a video and audio stream).
--------------------------------------------------------------------------------------------------------------------------
JD.COM, INC. Agenda Number: 935878605
--------------------------------------------------------------------------------------------------------------------------
Security: 47215P106
Meeting Type: Annual
Meeting Date: 21-Jun-2023
Ticker: JD
ISIN: US47215P1066
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. As a special resolution: THAT the Company's Mgmt No vote
Second Amended and Restated Memorandum of
Association and Articles of Association be
amended and restated by their deletion in
their entirety and by the substitution in
their place of the Third Amended and
Restated Memorandum of Association and
Articles of Association in the form as
attached to the AGM Notice as Exhibit B.
--------------------------------------------------------------------------------------------------------------------------
KE HOLDINGS INC Agenda Number: 935874443
--------------------------------------------------------------------------------------------------------------------------
Security: 482497104
Meeting Type: Annual
Meeting Date: 15-Jun-2023
Ticker: BEKE
ISIN: US4824971042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 As an ordinary resolution, to receive, Mgmt No vote
consider, and adopt the audited
consolidated financial statements of the
Company as of and for the year ended
December 31, 2022 and the report of the
auditor thereon.
2a1 As an ordinary resolution: to re-elect Mr. Mgmt No vote
Tao Xu as an executive Director.
2a2 As an ordinary resolution: to re-elect Mr. Mgmt No vote
Wangang Xu as an executive Director.
2a3 As an ordinary Resolution: to re-elect Mr. Mgmt No vote
Hansong Zhu as an independent non-executive
Director.
2b As an ordinary resolution, to authorize the Mgmt No vote
Board to fix the remuneration of the
Directors.
3 As an ordinary resolution, to grant a Mgmt No vote
general mandate to the Directors to issue,
allot, and deal with additional Class A
ordinary shares of the Company not
exceeding 20% of the total number of issued
Shares of the Company as of the date of
passing of this resolution.
4 As an ordinary resolution, to grant a Mgmt No vote
general mandate to the Directors to
repurchase Shares and/or ADSs of the
Company not exceeding 10% of the total
number of issued Shares of the Company as
of the date of passing of this resolution.
5 As an ordinary resolution, to extend the Mgmt No vote
general mandate granted to the Directors to
issue, allot, and deal with additional
Shares in the capital of the Company by the
aggregate number of the Shares and/or
Shares underlying the ADSs repurchased by
the Company.
6 As an ordinary resolution, to re-appoint Mgmt No vote
PricewaterhouseCoopers and
PricewaterhouseCoopers Zhong Tian LLP as
auditors of the Company to hold office
until the conclusion of the next annual
general meeting of the Company and to
authorize the Board to fix their
remuneration for the year ending December
31, 2023.
--------------------------------------------------------------------------------------------------------------------------
KT CORPORATION Agenda Number: 935895738
--------------------------------------------------------------------------------------------------------------------------
Security: 48268K101
Meeting Type: Special
Meeting Date: 30-Jun-2023
Ticker: KT
ISIN: US48268K1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Amendment to the Articles of Incorporation: Mgmt No vote
Amendment to reduce the number of inside
directors
1.2 Amendment to the Articles of Incorporation: Mgmt No vote
Amendment to abolish Multiple
Representative Director Policy
1.3 Amendment to the Articles of Incorporation: Mgmt No vote
Amendment to increase the number of votes
needed for the resolution of Representative
Director appointment
1.4 Amendment to the Articles of Incorporation: Mgmt No vote
Amendment to revise terms of directors and
relevant policies
1.5 Amendment to the Articles of Incorporation: Mgmt No vote
Amendment to define qualifications for the
Representative Director
1.6 Amendment to the Articles of Incorporation: Mgmt No vote
Amendment to change the composition and
role of Committee within Board of Directors
2.1 Election of Director: Mr. Woo-Young Kwak Mgmt No vote
(Outside Director Candidate)
2.2 Election of Director: Mr. Seong-Cheol Kim Mgmt No vote
(Outside Director Candidate)
2.3 Election of Director: Mr. Jong-Soo, Yoon Mgmt No vote
(Outside Director Candidate)
2.4 Election of Director: Mr. Seung-Hoon Lee Mgmt No vote
(Outside Director Candidate)
2.5 Election of Director: Ms. Seung-Ah Theresa Mgmt No vote
Cho (Outside Director Candidate)
2.6 Election of Director: Mr. Yang-Hee Choi Mgmt No vote
(Outside Director Candidate)
3. Election of an Outside director to become Mgmt No vote
an Audit Committee Member: Mr. Yeong-Kyun
Ahn
4.1 Member of the Audit Committee Candidate: Mgmt No vote
Mr. Seung-Hoon Lee
4.2 Member of the Audit Committee Candidate: Mgmt No vote
Ms. Seung-Ah Theresa Cho
--------------------------------------------------------------------------------------------------------------------------
MATERIALISE NV Agenda Number: 935872920
--------------------------------------------------------------------------------------------------------------------------
Security: 57667T100
Meeting Type: Annual
Meeting Date: 06-Jun-2023
Ticker: MTLS
ISIN: US57667T1007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
3. Approval of the statutory annual accounts Mgmt No vote
of Materialise NV ...(due to space limits,
see proxy material for full proposal).
4. Appropriation of the result Proposed Mgmt No vote
resolution: The general ...(due to space
limits, see proxy material for full
proposal).
5. Discharge to the directors Proposed Mgmt No vote
resolution: The general ...(due to space
limits, see proxy material for full
proposal)
6. Discharge to the auditor Proposed Mgmt No vote
resolution: The general meeting grants
discharge to the auditor for the
performance of his mandate during the
financial year ended on 31 December 2022.
7a. Proposed resolution: The general meeting Mgmt No vote
renews the appointment as director of Mr
Wilfried Vancraen, for a period of ...(due
to space limits, see proxy material for
full proposal).
7b. Proposed resolution: The general meeting Mgmt No vote
renews the appointment as director of Mr
Peter Leys, for a period of one year
...(due to space limits, see proxy material
for full proposal).
7c. Proposed resolution: The general meeting Mgmt No vote
renews the appointment as director of A TRE
C CVOA, permanently represented by Mr Johan
De Lille, for a period of one year ending
after the ...(due to space limits, see
proxy material for full proposal).
7d. Proposed resolution: The general meeting Mgmt No vote
renews the appointment as director of Ms
Hilde Ingelaere, for a period of one year
...(due to space limits, see proxy material
for full proposal).
7e. Proposed resolution: The general meeting Mgmt No vote
renews the appointment as director of Mr
Jurgen Ingels, for a period of one year
ending ...(due to space limits, see proxy
material for full proposal).
7f. Proposed resolution: The general meeting Mgmt No vote
renews the appointment as director of Mr
Jos Vander Sloten, for a period of one year
...(due to space limits, see proxy material
for full proposal).
7g. Proposed resolution: The general meeting Mgmt No vote
renews the appointment as director of Ms
Godelieve Verplancke, for a period of one
year ...(due to space limits, see proxy
material for full proposal).
7h. Proposed resolution: The general meeting Mgmt No vote
renews the appointment as director Mr Bart
Luyten, for a period of one year ending
...(due to space limits, see proxy material
for full proposal).
7i. Proposed resolution: The general meeting Mgmt No vote
renews the appointment as director Mr
Volker Hammes, for a period of one year
ending ...(due to space limits, see proxy
material for full proposal).
7j. Proposed resolution: The general meeting Mgmt No vote
renews the appointment as director Mr
Sander Vancraen, for a period of one year
ending ...(due to space limits, see proxy
material for full proposal).
8. Approval of remuneration of directors Mgmt No vote
Proposed resolution: ...(due to space
limits, see proxy material for full
proposal).
9. Reappointment of KPMG Bedrijfsrevisoren BV Mgmt No vote
as auditor of the ...(due to space limits,
see proxy material for full proposal).
10. Powers Proposed resolution: The general Mgmt No vote
meeting grants powers to ...(due to space
limits, see proxy material for full
proposal).
--------------------------------------------------------------------------------------------------------------------------
NETEASE, INC. Agenda Number: 935881246
--------------------------------------------------------------------------------------------------------------------------
Security: 64110W102
Meeting Type: Annual
Meeting Date: 15-Jun-2023
Ticker: NTES
ISIN: US64110W1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Re-election of Director to serve for the Mgmt No vote
ensuing year until the next annual general
meeting: William Lei Ding
1b. Re-election of Director to serve for the Mgmt No vote
ensuing year until the next annual general
meeting: Grace Hui Tang
1c. Re-election of Director to serve for the Mgmt No vote
ensuing year until the next annual general
meeting: Alice Yu-Fen Cheng
1d. Re-election of Director to serve for the Mgmt No vote
ensuing year until the next annual general
meeting: Joseph Tze Kay Tong
1e. Re-election of Director to serve for the Mgmt No vote
ensuing year until the next annual general
meeting: Michael Man Kit Leung
2. As an ordinary resolution, ratify the Mgmt No vote
appointment of PricewaterhouseCoopers Zhong
Tian LLP and PricewaterhouseCoopers as
auditors of NetEase, for the fiscal year
ending December 31, 2023 for U.S. financial
reporting and Hong Kong financial reporting
purposes respectively.
3. As a special resolution, amend and restate Mgmt No vote
the Company's Amended and Restated
Memorandum and Articles of Association in
effect, as adopted by special resolution
passed on June 23, 2021, by the deletion in
their entirety and by the substitution in
their place of the Second Amended and
Restated Memorandum and Articles of
Association which are annexed to the
accompanying Proxy Statement for the
purposes of, among others, (i) bringing the
existing Articles of Association in line
with applicable ...(due to space limits,
see proxy material for full proposal).
4. As an ordinary resolution, approve the Mgmt No vote
Company's Amended and Restated 2019 Share
Incentive Plan which is annexed to the
accompanying Proxy Statement.
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QIFU TECHNOLOGY, INC. Agenda Number: 935892718
--------------------------------------------------------------------------------------------------------------------------
Security: 88557W101
Meeting Type: Annual
Meeting Date: 30-Jun-2023
Ticker: QFIN
ISIN: US88557W1018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. As an ordinary resolution: THAT, Deloitte Mgmt No vote
Touche Tohmatsu Certified Public
Accountants LLP shall be re-appointed as
the auditor of the Company to hold office
until the conclusion of the next annual
general meeting of the Company and to
authorize the Board to fix their
remuneration for the year ending December
31, 2023.
2. As an ordinary resolution: THAT, Ms. Jiao Mgmt No vote
Jiao shall be re-elected as a director of
the Company at this annual general meeting
and retain office until her retirement
pursuant to the Company's memorandum and
articles of association.
3. As an ordinary resolution: THAT, Mr. Fan Mgmt No vote
Zhao shall be re-elected as a director of
the Company at this annual general meeting
and retain office until his retirement
pursuant to the Company's memorandum and
articles of association.
--------------------------------------------------------------------------------------------------------------------------
SEQUANS COMMUNICATIONS Agenda Number: 935881258
--------------------------------------------------------------------------------------------------------------------------
Security: 817323207
Meeting Type: Annual
Meeting Date: 27-Jun-2023
Ticker: SQNS
ISIN: US8173232070
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 Approval of the statutory financial Mgmt No vote
statements for the year ended December 31,
2022
O2 Approval of the consolidated financial Mgmt No vote
statements for the year ended December 31,
2022
O3 Allocation of net loss for the year ended Mgmt No vote
December 31, 2022
O4 Related-party agreements Mgmt No vote
O5 Approval of the compensation plan for Mgmt No vote
non-executive directors
O6 Renewal of Mr. Hubert de Pesquidoux as Mgmt No vote
director
O7 Renewal of Mr. Yves Maitre as director Mgmt No vote
O8 Acknowledgement of the end of mandate of Mgmt No vote
Ms. Mailys Ferrere as director and
appointment of Ms. Maria Marced Martin as
director
O9 Acknowledgment that equity is less than Mgmt No vote
half of the share capital at December 31,
2022
E10 Decision to continue operations despite the Mgmt No vote
loss of half of the share capital at
December 31, 2022 and acknowledgement that
the equity was reconstituted in April 2023
E11 Issuance of stock subscription warrants to Mgmt No vote
subscribe up to ...(due to space limits,
see proxy material for full proposal).
E12 Authorization granted to the Board of Mgmt No vote
Directors to grant stock ...(due to space
limits, see proxy material for full
proposal).
E13 Authority delegated to the Board of Mgmt No vote
Directors to issue stock ...(due to space
limits, see proxy material for full
proposal).
E14 Authorization granted to the Board of Mgmt No vote
Directors to issue ...(due to space limits,
see proxy material for full proposal).
E15 Setting an overall ceiling of 12,000,000 Mgmt No vote
ordinary shares (representing, to date,
3,000,000 ADS) for issues of stock
subscription options, stock subscription
warrants and restricted free shares granted
pursuant to resolutions 12, 13 and 14 of
this general shareholders' meeting
E16 Authority delegated to the Board of Mgmt No vote
Directors to carry out a capital increase
up to a maximum nominal amount of
?1,000,000 by issuing shares and/or
securities that confer rights to the
Company's equity and/or to securities that
confer the right to an allotment of debt
securities, reserved to specific classes of
persons and revocation of preemptive
subscription rights in favor of such
classes, and to amend the terms of any debt
securities issued under this or prior
delegations authorized by the shareholders
E17 Delegation of powers to the Board of Mgmt No vote
Directors to proceed to a reduction of the
share capital by way of incorporation of
losses into capital, with terms and timing
to be decided by the Board of Directors
E18 Authority delegated to the Board of Mgmt No vote
Directors to decide to increase the share
capital by issuing shares reserved for
employees and revocation of preemptive
subscription rights in favor of such
employees
E19 Powers and formalities Mgmt No vote
--------------------------------------------------------------------------------------------------------------------------
TENCENT MUSIC ENTERTAINMENT GROUP Agenda Number: 935885749
--------------------------------------------------------------------------------------------------------------------------
Security: 88034P109
Meeting Type: Annual
Meeting Date: 30-Jun-2023
Ticker: TME
ISIN: US88034P1093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. As an ordinary resolution: to confirm and Mgmt No vote
approve the re-appointment of
PricewaterhouseCoopers as the Auditor of
the Company for 2023 and to authorize the
Audit Committee of the Board of Directors
of the Company to fix the Auditor's
remuneration.
--------------------------------------------------------------------------------------------------------------------------
TEVA PHARMACEUTICAL INDUSTRIES LIMITED Agenda Number: 935867599
--------------------------------------------------------------------------------------------------------------------------
Security: 881624209
Meeting Type: Annual
Meeting Date: 15-Jun-2023
Ticker: TEVA
ISIN: US8816242098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Dr. Sol J. Barer Mgmt No vote
1B. Election of Director: M. Mgmt No vote
Braverman-Blumenstyk
1C. Election of Director: Janet S. Vergis Mgmt No vote
2. To approve, on a non-binding advisory Mgmt No vote
basis, the compensation for Teva's named
executive officers.
3. To appoint Kesselman & Kesselman, a member Mgmt No vote
of PricewaterhouseCoopers International
Ltd., as Teva's independent registered
public accounting firm until Teva's 2024
annual meeting of shareholders.
--------------------------------------------------------------------------------------------------------------------------
TRIP.COM GROUP LIMITED Agenda Number: 935892756
--------------------------------------------------------------------------------------------------------------------------
Security: 89677Q107
Meeting Type: Annual
Meeting Date: 30-Jun-2023
Ticker: TCOM
ISIN: US89677Q1076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. As a special resolution, THAT the Company's Mgmt No vote
Third Amended and Restated Memorandum of
Association and Articles of Association
(the "Current M&AA") be amended and
restated by their deletion in their
entirety and by the substitution in their
place of the Fourth Amended and Restated
Memorandum of Association and Articles of
Association in the form as attached to the
Notice of Annual General Meeting as Exhibit
B (the "Amended M&AA").
--------------------------------------------------------------------------------------------------------------------------
TRIVAGO N.V. Agenda Number: 935883012
--------------------------------------------------------------------------------------------------------------------------
Security: 89686D105
Meeting Type: Annual
Meeting Date: 30-Jun-2023
Ticker: TRVG
ISIN: US89686D1054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
3. Adoption of the annual accounts over the Mgmt No vote
financial year 2022
5. Appointment of the external auditor for the Mgmt No vote
financial year 2023
6. Release of the managing directors from Mgmt No vote
liability for the exercise of their duties
during the financial year 2022
7. Release of the supervisory directors from Mgmt No vote
liability for the exercise of their duties
during the financial year 2022
8. Appointment of T.J. Thomas as managing Mgmt No vote
director for a period expiring at the end
of the annual general meeting to be held in
the year 2027
9. Appointment of A.G. Lehnert as managing Mgmt No vote
director for a period expiring at the end
of the annual general meeting to be held in
the year 2027
10. Appointment of J.A. Ezz as managing Mgmt No vote
director for a period expiring at the end
of the annual general meeting to be held in
the year 2027
11. Re-appointment of M.M. Tillmann as managing Mgmt No vote
director for a period expiring at the end
of the annual general meeting to be held in
the year 2024
12. Appointment of R.T.J. Schromgens as Mgmt No vote
supervisory director for a period expiring
at the end of the annual general meeting to
be held in the year 2026
13. Approval of compensation of E. Hart for Mgmt No vote
service as supervisory director (chairman
of the supervisory board)
14. Amendment of articles of association Mgmt No vote
15. Cancellation of 20,000,000 class A shares Mgmt No vote
16. Authorization of the management board to Mgmt No vote
acquire shares in the Company's capital
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ZTO EXPRESS CAYMAN INC Agenda Number: 935870368
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Security: 98980A105
Meeting Type: Annual
Meeting Date: 14-Jun-2023
Ticker: ZTO
ISIN: US98980A1051
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. As an ordinary resolution: To receive and Mgmt No vote
consider the audited consolidated financial
statements of the Company and the report of
the auditor of the Company for the year
ended December 31, 2022.
2. As an ordinary resolution: To re-elect Mr. Mgmt No vote
Hongqun HU as executive Director, subject
to his earlier resignation or removal.
3. As an ordinary resolution: To re-elect Mr. Mgmt No vote
Xing LIU as non- executive Director,
subject to his earlier resignation or
removal.
4. As an ordinary resolution: To re-elect Mr. Mgmt No vote
Frank Zhen WEI as independent non-executive
Director, subject to his earlier
resignationor removal.
5. As an ordinary resolution: To authorize the Mgmt No vote
Board to fix the remuneration of the
Directors.
6. As an ordinary resolution: To re-appoint Mgmt No vote
Deloitte Touche Tohmatsu as auditor of the
Company to hold office until the conclusion
of the next annual general meeting of the
Company and to authorize the Board to fix
its remuneration for the year ending
December 31, 2023.
7. As an ordinary resolution: To grant a Mgmt No vote
general mandate to the directors to issue,
allot, and deal with additional Class A
Ordinary Shares of the Company not
exceeding 20% of the total number of issued
and outstanding shares of the Company as at
the date of passing of this resolution.
8. As an ordinary resolution: To grant a Mgmt No vote
general mandate to the directors to
repurchase Class A Ordinary Shares of the
Company not exceeding 10% of the total
number of issued and outstanding shares of
the Company as at the date of passing of
this resolution.
9. As an ordinary resolution: To extend the Mgmt No vote
general mandate granted to the directors to
issue, allot and deal with additional Class
A Ordinary Shares of the Company by the
aggregate number of the Class A Ordinary
Shares repurchased by the Company.
ActivePassive U.S. Equity ETF
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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 08/30/2023