SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-07916 AB Equity Income Fund, Inc. (Exact name of registrant as specified in charter) AllianceBernstein L.P. 1345 Avenue of the Americas, New York, New York 10105 (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, including Area Code: (800) 221-5672 EMILIE D. WRAPP AllianceBernstein L.P. 1345 Avenue of the Americas New York, New York 10105 (Name and address of agent for service) Copies of communications to: Paul M. Miller Seward & Kissel LLP 901 K Street, N.W. Suite 800 Washington, D.C. 20001 Date of fiscal year end: November 30 Date of reporting period: July 1, 2017 - June 30, 2018 Item 1. Proxy Voting Record. ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-07916 Reporting Period: 07/01/2017 - 06/30/2018 AB Equity Income Fund, Inc. ========================= AB Equity Income Fund, Inc. ========================== ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: MAY 17, 2018 Meeting Type: Annual Record Date: MAR 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John T. Casteen, III For For Management 1.2 Elect Director Dinyar S. Devitre For For Management 1.3 Elect Director Thomas F. Farrell, II For Against Management 1.4 Elect Director Debra J. Kelly-Ennis For For Management 1.5 Elect Director W. Leo Kiely, III For For Management 1.6 Elect Director Kathryn B. McQuade For For Management 1.7 Elect Director George Munoz For For Management 1.8 Elect Director Mark E. Newman For For Management 1.9 Elect Director Nabil Y. Sakkab For For Management 1.10 Elect Director Virginia E. Shanks For For Management 1.11 Elect Director Howard A. Willard, III For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Reduce Nicotine Levels in Tobacco Against Against Shareholder Products -------------------------------------------------------------------------------- AMERICAN ELECTRIC POWER COMPANY, INC. Ticker: AEP Security ID: 025537101 Meeting Date: APR 24, 2018 Meeting Type: Annual Record Date: FEB 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nicholas K. Akins For For Management 1.2 Elect Director David J. Anderson For For Management 1.3 Elect Director J. Barnie Beasley, Jr. For For Management 1.4 Elect Director Ralph D. Crosby, Jr. For For Management 1.5 Elect Director Linda A. Goodspeed For For Management 1.6 Elect Director Thomas E. Hoaglin For For Management 1.7 Elect Director Sandra Beach Lin For For Management 1.8 Elect Director Richard C. Notebaert For For Management 1.9 Elect Director Lionel L. Nowell, III For For Management 1.10 Elect Director Stephen S. Rasmussen For For Management 1.11 Elect Director Oliver G. Richard, III For For Management 1.12 Elect Director Sara Martinez Tucker For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874784 Meeting Date: MAY 09, 2018 Meeting Type: Annual Record Date: MAR 19, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director W. Don Cornwell For For Management 1b Elect Director Brian Duperreault For For Management 1c Elect Director John H. Fitzpatrick For For Management 1d Elect Director William G. Jurgensen For For Management 1e Elect Director Christopher S. Lynch For For Management 1f Elect Director Henry S. Miller For For Management 1g Elect Director Linda A. Mills For For Management 1h Elect Director Suzanne Nora Johnson For For Management 1i Elect Director Ronald A. Rittenmeyer For Against Management 1j Elect Director Douglas M. Steenland For For Management 1k Elect Director Theresa M. Stone For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 13, 2018 Meeting Type: Annual Record Date: DEC 15, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James Bell For For Management 1b Elect Director Tim Cook For For Management 1c Elect Director Al Gore For For Management 1d Elect Director Bob Iger For For Management 1e Elect Director Andrea Jung For For Management 1f Elect Director Art Levinson For For Management 1g Elect Director Ron Sugar For For Management 1h Elect Director Sue Wagner For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Non-Employee Director Omnibus For For Management Stock Plan 5 Proxy Access Amendments Against For Shareholder 6 Establish Human Rights Committee Against Against Shareholder -------------------------------------------------------------------------------- AT&T INC. Ticker: T Security ID: 00206R102 Meeting Date: APR 27, 2018 Meeting Type: Annual Record Date: FEB 27, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Randall L. Stephenson For For Management 1.2 Elect Director Samuel A. Di Piazza, Jr. For For Management 1.3 Elect Director Richard W. Fisher For For Management 1.4 Elect Director Scott T. Ford For For Management 1.5 Elect Director Glenn H. Hutchins For For Management 1.6 Elect Director William E. Kennard For For Management 1.7 Elect Director Michael B. McCallister For For Management 1.8 Elect Director Beth E. Mooney For For Management 1.9 Elect Director Joyce M. Roche For For Management 1.10 Elect Director Matthew K. Rose For For Management 1.11 Elect Director Cynthia B. Taylor For For Management 1.12 Elect Director Laura D'Andrea Tyson For For Management 1.13 Elect Director Geoffrey Y. Yang For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Stock Purchase and Deferral Plan For For Management 5 Approve Omnibus Stock Plan For For Management 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Amend Proxy Access Right Against For Shareholder 8 Require Independent Board Chairman Against Against Shareholder 9 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505104 Meeting Date: APR 25, 2018 Meeting Type: Annual Record Date: MAR 02, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sharon L. Allen For For Management 1b Elect Director Susan S. Bies For For Management 1c Elect Director Jack O. Bovender, Jr. For For Management 1d Elect Director Frank P. Bramble, Sr. For For Management 1e Elect Director Pierre J.P. de Weck For For Management 1f Elect Director Arnold W. Donald For Against Management 1g Elect Director Linda P. Hudson For For Management 1h Elect Director Monica C. Lozano For For Management 1i Elect Director Thomas J. May For For Management 1j Elect Director Brian T. Moynihan For For Management 1k Elect Director Lionel L. Nowell, III For For Management 1l Elect Director Michael D. White For For Management 1m Elect Director Thomas D. Woods For For Management 1n Elect Director R. David Yost For For Management 1o Elect Director Maria T. Zuber For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- BEMIS COMPANY, INC. Ticker: BMS Security ID: 081437105 Meeting Date: MAY 03, 2018 Meeting Type: Annual Record Date: MAR 06, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Austen For For Management 1.2 Elect Director Katherine C. Doyle For For Management 1.3 Elect Director Adele M. Gulfo For For Management 1.4 Elect Director David S. Haffner For For Management 1.5 Elect Director Timothy M. Manganello For For Management 1.6 Elect Director Arun Nayar For For Management 1.7 Elect Director Guillermo Novo For For Management 1.8 Elect Director Marran H. Ogilvie For For Management 1.9 Elect Director David T. Szczupak For For Management 1.10 Elect Director Holly A. Van Deursen For For Management 1.11 Elect Director Philip G. Weaver For For Management 1.12 Elect Director George W. Wurtz, III For For Management 1.13 Elect Director Robert H. Yanker For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BOOZ ALLEN HAMILTON HOLDING CORPORATION Ticker: BAH Security ID: 099502106 Meeting Date: AUG 03, 2017 Meeting Type: Annual Record Date: JUN 12, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ralph W. Shrader For For Management 1.2 Elect Director Joan Lordi C. Amble For For Management 1.3 Elect Director Peter Clare For For Management 1.4 Elect Director Philip A. Odeen For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- BRITISH AMERICAN TOBACCO PLC Ticker: BATS Security ID: 110448107 Meeting Date: APR 25, 2018 Meeting Type: Annual Record Date: MAR 15, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Reappoint KPMG LLP as Auditors For For Management 4 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 5 Re-elect Richard Burrows as Director For For Management 6 Re-elect Nicandro Durante as Director For For Management 7 Re-elect Sue Farr as Director For For Management 8 Re-elect Dr Marion Helmes as Director For Against Management 9 Re-elect Savio Kwan as Director For For Management 10 Re-elect Dimitri Panayotopoulos as For For Management Director 11 Re-elect Kieran Poynter as Director For For Management 12 Re-elect Ben Stevens as Director For For Management 13 Elect Luc Jobin as Director For For Management 14 Elect Holly Koeppel as Director For For Management 15 Elect Lionel Nowell, III as Director For For Management 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise Market Purchase of Ordinary For For Management Shares 19 Authorise EU Political Donations and For For Management Expenditure 20 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- CF INDUSTRIES HOLDINGS, INC. Ticker: CF Security ID: 125269100 Meeting Date: MAY 10, 2018 Meeting Type: Annual Record Date: MAR 19, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert C. Arzbaecher For For Management 1b Elect Director William Davisson For For Management 1c Elect Director John W. Eaves For For Management 1d Elect Director Stephen A. Furbacher For For Management 1e Elect Director Stephen J. Hagge For For Management 1f Elect Director John D. Johnson For For Management 1g Elect Director Anne P. Noonan For For Management 1h Elect Director Michael J. Toelle For For Management 1i Elect Director Theresa E. Wagler For For Management 1j Elect Director W. Anthony Will For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Existing Ownership Threshold For Against Management for Shareholders to Call Special Meeting 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: DEC 11, 2017 Meeting Type: Annual Record Date: OCT 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Carol A. Bartz For For Management 1b Elect Director M. Michele Burns For For Management 1c Elect Director Michael D. Capellas For For Management 1d Elect Director Amy L. Chang For For Management 1e Elect Director John L. Hennessy For For Management 1f Elect Director Kristina M. Johnson For For Management 1g Elect Director Roderick C. McGeary For For Management 1h Elect Director Charles H. Robbins For For Management 1i Elect Director Arun Sarin For For Management 1j Elect Director Brenton L. Saunders For For Management 1k Elect Director Steven M. West For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 7 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: JUN 11, 2018 Meeting Type: Annual Record Date: APR 06, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth J. Bacon For For Management 1.2 Elect Director Madeline S. Bell For For Management 1.3 Elect Director Sheldon M. Bonovitz For For Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Gerald L. Hassell For For Management 1.6 Elect Director Jeffrey A. Honickman For For Management 1.7 Elect Director Maritza G. Montiel For For Management 1.8 Elect Director Asuka Nakahara For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Brian L. Roberts For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- DOMINION ENERGY, INC. Ticker: D Security ID: 25746U109 Meeting Date: MAY 09, 2018 Meeting Type: Annual Record Date: MAR 02, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William P. Barr For For Management 1.2 Elect Director Helen E. Dragas For For Management 1.3 Elect Director James O. Ellis, Jr. For For Management 1.4 Elect Director Thomas F. Farrell, II For For Management 1.5 Elect Director John W. Harris For For Management 1.6 Elect Director Ronald W. Jibson For For Management 1.7 Elect Director Mark J. Kington For For Management 1.8 Elect Director Joseph M. Rigby For For Management 1.9 Elect Director Pamela J. Royal For For Management 1.10 Elect Director Robert H. Spilman, Jr. For For Management 1.11 Elect Director Susan N. Story For Against Management 1.12 Elect Director Michael E. Szymanczyk For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Methane Emissions Management Against For Shareholder and Reduction Targets 5 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- EATON CORPORATION PLC Ticker: ETN Security ID: G29183103 Meeting Date: APR 25, 2018 Meeting Type: Annual Record Date: FEB 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Craig Arnold For For Management 1b Elect Director Todd M. Bluedorn For Against Management 1c Elect Director Christopher M. Connor For For Management 1d Elect Director Michael J. Critelli For For Management 1e Elect Director Richard H. Fearon For For Management 1f Elect Director Charles E. Golden For For Management 1g Elect Director Arthur E. Johnson For For Management 1h Elect Director Deborah L. McCoy For For Management 1i Elect Director Gregory R. Page For For Management 1j Elect Director Sandra Pianalto For For Management 1k Elect Director Gerald B. Smith For For Management 1l Elect Director Dorothy C. Thompson For For Management 2 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Authorize Issue of Equity with For For Management Pre-emptive Rights 5 Authorize Issue of Equity without For For Management Pre-emptive Rights 6 Authorize Share Repurchase of Issued For For Management Share Capital -------------------------------------------------------------------------------- EDISON INTERNATIONAL Ticker: EIX Security ID: 281020107 Meeting Date: APR 26, 2018 Meeting Type: Annual Record Date: MAR 01, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael C. Camunez For For Management 1b Elect Director Vanessa C.L. Chang For For Management 1c Elect Director James T. Morris For For Management 1d Elect Director Timothy T. O'Toole For For Management 1e Elect Director Pedro J. Pizarro For For Management 1f Elect Director Linda G. Stuntz For For Management 1g Elect Director William P. Sullivan For For Management 1h Elect Director Ellen O. Tauscher For For Management 1i Elect Director Peter J. Taylor For For Management 1j Elect Director Brett White For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- ELI LILLY AND COMPANY Ticker: LLY Security ID: 532457108 Meeting Date: MAY 07, 2018 Meeting Type: Annual Record Date: MAR 12, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Katherine Baicker For For Management 1b Elect Director J. Erik Fyrwald For For Management 1c Elect Director Jamere Jackson For For Management 1d Elect Director Ellen R. Marram For Against Management 1e Elect Director Jackson P. Tai For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Declassify the Board of Directors For For Management 5 Eliminate Supermajority Vote For For Management Requirement 6 Amend Omnibus Stock Plan For For Management 7 Support the Descheduling of Cannabis Against Against Shareholder 8 Report on Lobbying Payments and Policy Against For Shareholder 9 Report on Policies and Practices Against Against Shareholder Regarding Contract Animal Laboratories 10 Report on Integrating Drug Pricing Against Against Shareholder Risks into Incentive Compensation Plans -------------------------------------------------------------------------------- EVEREST RE GROUP, LTD. Ticker: RE Security ID: G3223R108 Meeting Date: MAY 16, 2018 Meeting Type: Annual Record Date: MAR 19, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dominic J. Addesso For For Management 1.2 Elect Director John J. Amore For For Management 1.3 Elect Director William F. Galtney, Jr. For For Management 1.4 Elect Director John A. Graf For For Management 1.5 Elect Director Gerri Losquadro For For Management 1.6 Elect Director Roger M. Singer For For Management 1.7 Elect Director Joseph V. Taranto For For Management 1.8 Elect Director John A. Weber For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- EXXON MOBIL CORPORATION Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 30, 2018 Meeting Type: Annual Record Date: APR 04, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Susan K. Avery For For Management 1.2 Elect Director Angela F. Braly For For Management 1.3 Elect Director Ursula M. Burns For For Management 1.4 Elect Director Kenneth C. Frazier For For Management 1.5 Elect Director Steven A. Kandarian For For Management 1.6 Elect Director Douglas R. Oberhelman For For Management 1.7 Elect Director Samuel J. Palmisano For For Management 1.8 Elect Director Steven S Reinemund For For Management 1.9 Elect Director William C. Weldon For For Management 1.10 Elect Director Darren W. Woods For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against For Shareholder 5 Amend Bylaws -- Call Special Meetings Against For Shareholder 6 Disclose a Board Diversity and Against Against Shareholder Qualifications Matrix 7 Report on lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- FIDELITY NATIONAL FINANCIAL, INC. Ticker: FNF Security ID: 31620R303 Meeting Date: JUN 13, 2018 Meeting Type: Annual Record Date: APR 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Raymond R. Quirk For For Management 1.2 Elect Director Heather H. Murren For For Management 1.3 Elect Director John D. Rood For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Amend Articles For For Management -------------------------------------------------------------------------------- FIRST AMERICAN FINANCIAL CORPORATION Ticker: FAF Security ID: 31847R102 Meeting Date: MAY 08, 2018 Meeting Type: Annual Record Date: MAR 15, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis J. Gilmore For For Management 1.2 Elect Director Margaret M. McCarthy For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- FORD MOTOR COMPANY Ticker: F Security ID: 345370860 Meeting Date: MAY 10, 2018 Meeting Type: Annual Record Date: MAR 14, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stephen G. Butler For For Management 1b Elect Director Kimberly A. Casiano For For Management 1c Elect Director Anthony F. Earley, Jr. For For Management 1d Elect Director Edsel B. Ford, II For For Management 1e Elect Director William Clay Ford, Jr. For For Management 1f Elect Director James P. Hackett For For Management 1g Elect Director William W. Helman, IV For For Management 1h Elect Director William E. Kennard For For Management 1i Elect Director John C. Lechleiter For For Management 1j Elect Director Ellen R. Marram For For Management 1k Elect Director John L. Thornton For For Management 1l Elect Director John B. Veihmeyer For For Management 1m Elect Director Lynn M. Vojvodich For For Management 1n Elect Director John S. Weinberg For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Report on Fleet GHG Emissions in Against For Shareholder Relation to CAFE Standards 8 Transparent Political Spending Against For Shareholder -------------------------------------------------------------------------------- FS INVESTMENT CORPORATION Ticker: FSIC Security ID: 302635107 Meeting Date: JUL 27, 2017 Meeting Type: Annual Record Date: APR 20, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Hagan For For Management 1.2 Elect Director Jeffrey K. Harrow For Withhold Management 1.3 Elect Director Pedro Ramos For For Management 1.4 Elect Director Joseph P. Ujobai For For Management 2 Approve Issuance of Shares Below Net For For Management Asset Value (NAV) -------------------------------------------------------------------------------- FS INVESTMENT CORPORATION Ticker: FSIC Security ID: 302635107 Meeting Date: MAR 26, 2018 Meeting Type: Special Record Date: JAN 18, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Investment Advisory Agreement For For Management between FS Investment Corporation, FB Income Advisor, LLC, and KKR Credit Advisors (US) LLC 2 Approve Investment Advisory Agreement For For Management between FS Investment Corporation and FS/KKR Advisor, LLC -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 09, 2018 Meeting Type: Annual Record Date: MAR 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John F. Cogan For For Management 1b Elect Director Jacqueline K. Barton For For Management 1c Elect Director Kelly A. Kramer For For Management 1d Elect Director Kevin E. Lofton For For Management 1e Elect Director John C. Martin For For Management 1f Elect Director John F. Milligan For For Management 1g Elect Director Richard J. Whitley For For Management 1h Elect Director Gayle E. Wilson For For Management 1i Elect Director Per Wold-Olsen For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder 5 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- HP INC. Ticker: HPQ Security ID: 40434L105 Meeting Date: APR 24, 2018 Meeting Type: Annual Record Date: FEB 23, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Aida M. Alvarez For For Management 1b Elect Director Shumeet Banerji For For Management 1c Elect Director Robert R. Bennett For For Management 1d Elect Director Charles "Chip" V. Bergh For For Management 1e Elect Director Stacy Brown-Philpot For For Management 1f Elect Director Stephanie A. Burns For For Management 1g Elect Director Mary Anne Citrino For For Management 1h Elect Director Stacey Mobley For For Management 1i Elect Director Subra Suresh For For Management 1j Elect Director Dion J. Weisler For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- INTEL CORPORATION Ticker: INTC Security ID: 458140100 Meeting Date: MAY 17, 2018 Meeting Type: Annual Record Date: MAR 19, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Aneel Bhusri For For Management 1b Elect Director Andy D. Bryant For For Management 1c Elect Director Reed E. Hundt For For Management 1d Elect Director Omar Ishrak For For Management 1e Elect Director Brian M. Krzanich For For Management 1f Elect Director Risa Lavizzo-Mourey For For Management 1g Elect Director Tsu-Jae King Liu For For Management 1h Elect Director Gregory D. Smith For For Management 1i Elect Director Andrew Wilson For For Management 1j Elect Director Frank D. Yeary For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against For Shareholder 5 Require Independent Board Chairman Against Against Shareholder 6 Report on Costs and Benefits of Against Against Shareholder Poltical Contributions -------------------------------------------------------------------------------- INTERNATIONAL GAME TECHNOLOGY PLC Ticker: IGT Security ID: G4863A108 Meeting Date: MAY 17, 2018 Meeting Type: Annual Record Date: MAY 15, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For Against Management 4 Re-elect Marco Sala as Director For For Management 5 Re-elect Paget L. Alves as Director For For Management 6 Re-elect Alberto Dessy as Director For For Management 7 Re-elect Marco Drago as Director For For Management 8 Re-elect Patti S. Hart as Director For For Management 9 Re-elect James F. McCann as Director For For Management 10 Re-elect Heather J. McGregor as For For Management Director 11 Re-elect Lorenzo Pellicioli as Director For For Management 12 Re-elect Vincent L. Sadusky as Director For For Management 13 Re-elect Philip G. Satre as Director For For Management 14 Re-elect Gianmario Tondato da Ruos as For For Management Director 15 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors of the Company 16 Authorize Board to Fix Remuneration of For For Management Auditors 17 Approve EU Political Donations For For Management 18 Adopt New Articles of Association For For Management -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 26, 2018 Meeting Type: Annual Record Date: FEB 27, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mary C. Beckerle For For Management 1b Elect Director D. Scott Davis For For Management 1c Elect Director Ian E. L. Davis For For Management 1d Elect Director Jennifer A. Doudna For For Management 1e Elect Director Alex Gorsky For For Management 1f Elect Director Mark B. McClellan For For Management 1g Elect Director Anne M. Mulcahy For For Management 1h Elect Director William D. Perez For For Management 1i Elect Director Charles Prince For For Management 1j Elect Director A. Eugene Washington For For Management 1k Elect Director Ronald A. Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Prohibit Adjusting Compensation Against For Shareholder Metrics for Legal or Compliance Costs 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 15, 2018 Meeting Type: Annual Record Date: MAR 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda B. Bammann For For Management 1b Elect Director James A. Bell For For Management 1c Elect Director Stephen B. Burke For For Management 1d Elect Director Todd A. Combs For For Management 1e Elect Director James S. Crown For For Management 1f Elect Director James Dimon For For Management 1g Elect Director Timothy P. Flynn For For Management 1h Elect Director Mellody Hobson For For Management 1i Elect Director Laban P. Jackson, Jr. For For Management 1j Elect Director Michael A. Neal For For Management 1k Elect Director Lee R. Raymond For For Management 1l Elect Director William C. Weldon For For Management 2 Ratify Existing Ownership Threshold For Against Management for Shareholders to Call Special Meeting 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Require Independent Board Chairman Against Against Shareholder 7 Prohibit Accelerated Vesting of Awards Against For Shareholder to Pursue Government Service 8 Institute Procedures to Prevent Against Against Shareholder Investments in Companies that Contribute to Genocide or Crimes Against Humanity 9 Restore or Provide for Cumulative Against Against Shareholder Voting -------------------------------------------------------------------------------- KIMBERLY-CLARK CORPORATION Ticker: KMB Security ID: 494368103 Meeting Date: MAY 10, 2018 Meeting Type: Annual Record Date: MAR 12, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Bergstrom For For Management 1.2 Elect Director Abelardo E. Bru For For Management 1.3 Elect Director Robert W. Decherd For For Management 1.4 Elect Director Thomas J. Falk For For Management 1.5 Elect Director Fabian T. Garcia For For Management 1.6 Elect Director Michael D. Hsu For For Management 1.7 Elect Director Mae C. Jemison For For Management 1.8 Elect Director James M. Jenness For For Management 1.9 Elect Director Nancy J. Karch For For Management 1.10 Elect Director Christa S. Quarles For For Management 1.11 Elect Director Ian C. Read For For Management 1.12 Elect Director Marc J. Shapiro For For Management 1.13 Elect Director Michael D. White For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- LOCKHEED MARTIN CORPORATION Ticker: LMT Security ID: 539830109 Meeting Date: APR 26, 2018 Meeting Type: Annual Record Date: FEB 23, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel F. Akerson For For Management 1.2 Elect Director Nolan D. Archibald For For Management 1.3 Elect Director David B. Burritt For For Management 1.4 Elect Director Bruce A. Carlson For For Management 1.5 Elect Director James O. Ellis, Jr. For For Management 1.6 Elect Director Thomas J. Falk For Against Management 1.7 Elect Director Ilene S. Gordon For For Management 1.8 Elect Director Marillyn A. Hewson For For Management 1.9 Elect Director Jeh C. Johnson For For Management 1.10 Elect Director Joseph W. Ralston For For Management 1.11 Elect Director James D. Taiclet, Jr. For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Non-Employee Director Omnibus For For Management Stock Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- LYONDELLBASELL INDUSTRIES N.V. Ticker: LYB Security ID: N53745100 Meeting Date: JUN 01, 2018 Meeting Type: Annual Record Date: MAY 04, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles For For Management 2a Elect Director Bhavesh (Bob) Patel For For Management 2b Elect Director Robert Gwin For For Management 2c Elect Director Jacques Aigrain For For Management 2d Elect Director Lincoln Benet For For Management 2e Elect Director Jagjeet (Jeet) Bindra For For Management 2f Elect Director Robin Buchanan For For Management 2g Elect Director Stephen Cooper For For Management 2h Elect Director Nance Dicciani For For Management 2i Elect Director Claire Farley For For Management 2j Elect Director Isabella (Bella) Goren For For Management 2k Elect Director Bruce Smith For For Management 2l Elect Director Rudy van der Meer For For Management 3a Elect Bhavesh (Bob) Patel to For For Management Management Board 3b Elect Thomas Aebischer to Management For For Management Board 3c Elect Daniel Coombs to Management Board For For Management 3d Elect Jeffrey Kaplan to Management For For Management Board 3e Elect James Guilfoyle to Management For For Management Board 4 Adopt Financial Statements and For For Management Statutory Reports 5 Approve Discharge of Management Board For For Management 6 Approve Discharge of Supervisory Board For For Management 7 Ratify PricewaterhouseCoopers For For Management Accountants N.V. as Auditors 8 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 9 Approve Dividends of USD 3.70 Per Share For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 11 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 12 Authorization of the Cancellation of For For Management Shares 13 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- MAGNA INTERNATIONAL INC. Ticker: MG Security ID: 559222401 Meeting Date: MAY 10, 2018 Meeting Type: Annual Record Date: MAR 23, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott B. Bonham For For Management 1.2 Elect Director Peter G. Bowie For For Management 1.3 Elect Director Mary S. Chan For For Management 1.4 Elect Director Kurt J. Lauk For For Management 1.5 Elect Director Robert F. MacLellan For For Management 1.6 Elect Director Cynthia A. Niekamp For For Management 1.7 Elect Director William A. Ruh For For Management 1.8 Elect Director Indira V. Samarasekera For For Management 1.9 Elect Director Donald J. Walker For For Management 1.10 Elect Director Lawrence D. Worrall For For Management 1.11 Elect Director William L. Young For For Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- MARATHON PETROLEUM CORPORATION Ticker: MPC Security ID: 56585A102 Meeting Date: APR 25, 2018 Meeting Type: Annual Record Date: FEB 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Abdulaziz F. Alkhayyal For For Management 1b Elect Director Donna A. James For For Management 1c Elect Director James E. Rohr For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Eliminate Supermajority Vote For For Management Requirement to Amend Bylaws 6 Eliminate Supermajority Vote For For Management Requirement to Amend Charter 7 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- MCDONALD'S CORPORATION Ticker: MCD Security ID: 580135101 Meeting Date: MAY 24, 2018 Meeting Type: Annual Record Date: MAR 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd Dean For For Management 1b Elect Director Stephen Easterbrook For For Management 1c Elect Director Robert Eckert For For Management 1d Elect Director Margaret (Margo) For For Management Georgiadis 1e Elect Director Enrique Hernandez, Jr. For For Management 1f Elect Director Jeanne Jackson For For Management 1g Elect Director Richard Lenny For For Management 1h Elect Director John Mulligan For For Management 1i Elect Director Sheila Penrose For For Management 1j Elect Director John Rogers, Jr. For For Management 1k Elect Director Miles White For Against Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Provide Right to Act by Written Consent Against For Shareholder 5 Report on Plastic Straws Against Against Shareholder 6 Report on Charitable Contributions Against Against Shareholder -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 58933Y105 Meeting Date: MAY 22, 2018 Meeting Type: Annual Record Date: MAR 28, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Leslie A. Brun For For Management 1b Elect Director Thomas R. Cech For For Management 1c Elect Director Pamela J. Craig For For Management 1d Elect Director Kenneth C. Frazier For For Management 1e Elect Director Thomas H. Glocer For For Management 1f Elect Director Rochelle B. Lazarus For For Management 1g Elect Director John H. Noseworthy For For Management 1h Elect Director Paul B. Rothman For For Management 1i Elect Director Patricia F. Russo For For Management 1j Elect Director Craig B. Thompson For For Management 1k Elect Director Inge G. Thulin For Against Management 1l Elect Director Wendell P. Weeks For Against Management 1m Elect Director Peter C. Wendell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 29, 2017 Meeting Type: Annual Record Date: SEP 29, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates, III For For Management 1.2 Elect Director Reid G. Hoffman For For Management 1.3 Elect Director Hugh F. Johnston For For Management 1.4 Elect Director Teri L. List-Stoll For For Management 1.5 Elect Director Satya Nadella For For Management 1.6 Elect Director Charles H. Noski For For Management 1.7 Elect Director Helmut Panke For For Management 1.8 Elect Director Sandra E. Peterson For For Management 1.9 Elect Director Penny S. Pritzker For For Management 1.10 Elect Director Charles W. Scharf For For Management 1.11 Elect Director Arne M. Sorenson For For Management 1.12 Elect Director John W. Stanton For For Management 1.13 Elect Director John W. Thompson For For Management 1.14 Elect Director Padmasree Warrior For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Amend Executive Incentive Bonus Plan For For Management 6 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- MID-AMERICA APARTMENT COMMUNITIES, INC. Ticker: MAA Security ID: 59522J103 Meeting Date: MAY 22, 2018 Meeting Type: Annual Record Date: MAR 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director H. Eric Bolton, Jr. For For Management 1b Elect Director Russell R. French For For Management 1c Elect Director Alan B. Graf, Jr. For For Management 1d Elect Director Toni Jennings For For Management 1e Elect Director James K. Lowder For For Management 1f Elect Director Thomas H. Lowder For For Management 1g Elect Director Monica McGurk For For Management 1h Elect Director Claude B. Nielsen For For Management 1i Elect Director Philip W. Norwood For For Management 1j Elect Director W. Reid Sanders For For Management 1k Elect Director Gary Shorb For For Management 1l Elect Director David P. Stockert For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- NISOURCE INC. Ticker: NI Security ID: 65473P105 Meeting Date: MAY 08, 2018 Meeting Type: Annual Record Date: MAR 13, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter A. Altabef For For Management 1.2 Elect Director Eric L. Butler For For Management 1.3 Elect Director Aristides S. Candris For For Management 1.4 Elect Director Wayne S. DeVeydt For For Management 1.5 Elect Director Joseph Hamrock For For Management 1.6 Elect Director Deborah A. Henretta For For Management 1.7 Elect Director Michael E. Jesanis For For Management 1.8 Elect Director Kevin T. Kabat For For Management 1.9 Elect Director Richard L. Thompson For For Management 1.10 Elect Director Carolyn Y. Woo For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- NOKIA CORP. Ticker: NOKIA Security ID: 654902204 Meeting Date: MAY 30, 2018 Meeting Type: Annual Record Date: MAR 23, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Call the Meeting to Order None None Management 3 Designate Inspector or Shareholder None None Management Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of Meeting None None Management 5 Prepare and Approve List of None None Management Shareholders 6 Receive Financial Statements and None None Management Statutory Reports 7 Accept Financial Statements and For For Management Statutory Reports 8 Approve Allocation of Income and For For Management Dividends of EUR 0.19 Per Share 9 Approve Discharge of Board and For For Management President 10 Approve Remuneration of Directors in For For Management the Amount of EUR 440,000 to Chair, EUR 185,000 to Vice Chair and EUR 160,000 to Other Directors; Approve Remuneration for Committee Work; Approve Meeting Fees 11 Fix Number of Directors at Ten For For Management 12.1 Elect Sari Baldauf as Director For For Management 12.2 Reelect Bruce Brown as Director For For Management 12.3 Reelect Jeanette Horan as Director For For Management 12.4 Reelect Louis Hughes as Director For For Management 12.5 Reelect Edward Kozel as Director For For Management 12.6 Reelect Elizabeth Nelson as Director For For Management 12.7 Reelect Olivier Piou as Director For For Management 12.8 Reelect Risto Siilasmaa as Director For For Management 12.9 Reelect Carla Smits-Nusteling as For For Management Director 12.10 Reelect Kari Stadigh as Director For For Management 13 Approve Remuneration of Auditors For For Management 14 Ratify PricewaterhouseCoopers as For For Management Auditors 15 Authorize Share Repurchase Program For For Management 16 Approve Issuance of up to 550 Million For For Management Shares without Preemptive Rights 17 Close Meeting None None Management -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY Security ID: 674599105 Meeting Date: MAY 04, 2018 Meeting Type: Annual Record Date: MAR 09, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Spencer Abraham For For Management 1b Elect Director Howard I. Atkins For For Management 1c Elect Director Eugene L. Batchelder For For Management 1d Elect Director John E. Feick For For Management 1e Elect Director Margaret M. Foran For For Management 1f Elect Director Carlos M. Gutierrez For For Management 1g Elect Director Vicki Hollub For For Management 1h Elect Director William R. Klesse For For Management 1i Elect Director Jack B. Moore For For Management 1j Elect Director Avedick B. Poladian For For Management 1k Elect Director Elisse B. Walter For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- OLD REPUBLIC INTERNATIONAL CORPORATION Ticker: ORI Security ID: 680223104 Meeting Date: MAY 25, 2018 Meeting Type: Annual Record Date: MAR 29, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harrington Bischof For Withhold Management 1.2 Elect Director Spencer LeRoy, III For Withhold Management 1.3 Elect Director Charles F. Titterton For Withhold Management 1.4 Elect Director Steven R. Walker For Withhold Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Steps Taken to Improve Board Against For Shareholder Oversight of Climate Change Risk 5 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- ORACLE CORPORATION Ticker: ORCL Security ID: 68389X105 Meeting Date: NOV 15, 2017 Meeting Type: Annual Record Date: SEP 18, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Berg For Withhold Management 1.2 Elect Director Michael J. Boskin For Withhold Management 1.3 Elect Director Safra A. Catz For For Management 1.4 Elect Director Bruce R. Chizen For Withhold Management 1.5 Elect Director George H. Conrades For Withhold Management 1.6 Elect Director Lawrence J. Ellison For For Management 1.7 Elect Director Hector Garcia-Molina For Withhold Management 1.8 Elect Director Jeffrey O. Henley For Withhold Management 1.9 Elect Director Mark V. Hurd For For Management 1.10 Elect Director Renee J. James For For Management 1.11 Elect Director Leon E. Panetta For Withhold Management 1.12 Elect Director Naomi O. Seligman For Withhold Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify Ernst & Young LLP as Auditors For For Management 6 Political Contributions Disclosure Against For Shareholder 7 Gender Pay Gap Against Abstain Shareholder 8 Amend Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 02, 2018 Meeting Type: Annual Record Date: MAR 01, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Shona L. Brown For For Management 1b Elect Director George W. Buckley For For Management 1c Elect Director Cesar Conde For For Management 1d Elect Director Ian M. Cook For For Management 1e Elect Director Dina Dublon For For Management 1f Elect Director Richard W. Fisher For For Management 1g Elect Director William R. Johnson For For Management 1h Elect Director Indra K. Nooyi For For Management 1i Elect Director David C. Page For For Management 1j Elect Director Robert C. Pohlad For For Management 1k Elect Director Daniel Vasella For For Management 1l Elect Director Darren Walker For For Management 1m Elect Director Alberto Weisser For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 26, 2018 Meeting Type: Annual Record Date: FEB 27, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis A. Ausiello For For Management 1.2 Elect Director Ronald E. Blaylock For For Management 1.3 Elect Director Albert Bourla For For Management 1.4 Elect Director W. Don Cornwell For For Management 1.5 Elect Director Joseph J. Echevarria For For Management 1.6 Elect Director Helen H. Hobbs For For Management 1.7 Elect Director James M. Kilts For For Management 1.8 Elect Director Dan R. Littman For For Management 1.9 Elect Director Shantanu Narayen For For Management 1.10 Elect Director Suzanne Nora Johnson For For Management 1.11 Elect Director Ian C. Read For For Management 1.12 Elect Director James C. Smith For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Provide Right to Act by Written Consent Against For Shareholder 6 Require Independent Board Chairman Against Against Shareholder 7 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Ticker: PM Security ID: 718172109 Meeting Date: MAY 09, 2018 Meeting Type: Annual Record Date: MAR 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harold Brown For For Management 1.2 Elect Director Andre Calantzopoulos For For Management 1.3 Elect Director Louis C. Camilleri For For Management 1.4 Elect Director Massimo Ferragamo For For Management 1.5 Elect Director Werner Geissler For For Management 1.6 Elect Director Lisa A. Hook For Against Management 1.7 Elect Director Jennifer Li For For Management 1.8 Elect Director Jun Makihara For For Management 1.9 Elect Director Sergio Marchionne For Against Management 1.10 Elect Director Kalpana Morparia For For Management 1.11 Elect Director Lucio A. Noto For For Management 1.12 Elect Director Frederik Paulsen For For Management 1.13 Elect Director Robert B. Polet For For Management 1.14 Elect Director Stephen M. Wolf For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers SA as For For Management Auditors -------------------------------------------------------------------------------- PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED Ticker: PEG Security ID: 744573106 Meeting Date: APR 17, 2018 Meeting Type: Annual Record Date: FEB 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Willie A. Deese For For Management 1.2 Elect Director William V. Hickey For For Management 1.3 Elect Director Ralph Izzo For For Management 1.4 Elect Director Shirley Ann Jackson For For Management 1.5 Elect Director David Lilley For For Management 1.6 Elect Director Barry H. Ostrowsky For For Management 1.7 Elect Director Thomas A. Renyi For For Management 1.8 Elect Director Hak Cheol (H.C.) Shin For For Management 1.9 Elect Director Richard J. Swift For For Management 1.10 Elect Director Susan Tomasky For For Management 1.11 Elect Director Alfred W. Zollar For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- RAYTHEON COMPANY Ticker: RTN Security ID: 755111507 Meeting Date: MAY 31, 2018 Meeting Type: Annual Record Date: APR 02, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Tracy A. Atkinson For For Management 1b Elect Director Robert E. Beauchamp For For Management 1c Elect Director Adriane M. Brown For For Management 1d Elect Director Vernon E. Clark For For Management 1e Elect Director Stephen J. Hadley For For Management 1f Elect Director Thomas A. Kennedy For For Management 1g Elect Director Letitia A. Long For For Management 1h Elect Director George R. Oliver For For Management 1i Elect Director Dinesh C. Paliwal For For Management 1j Elect Director William R. Spivey For For Management 1k Elect Director James A. Winnefeld, Jr. For For Management 1l Elect Director Robert O. Work For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Ticker: RDSA Security ID: 780259107 Meeting Date: MAY 22, 2018 Meeting Type: Annual Record Date: APR 12, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect Ann Godbehere as Director For For Management 4 Re-elect Ben van Beurden as Director For For Management 5 Re-elect Euleen Goh as Director For For Management 6 Re-elect Charles Holliday as Director For For Management 7 Re-elect Catherine Hughes as Director For For Management 8 Re-elect Gerard Kleisterlee as Director For For Management 9 Re-elect Roberto Setubal as Director For For Management 10 Re-elect Sir Nigel Sheinwald as For For Management Director 11 Re-elect Linda Stuntz as Director For For Management 12 Re-elect Jessica Uhl as Director For For Management 13 Re-elect Gerrit Zalm as Director For For Management 14 Reappoint Ernst & Young LLP as Auditors For For Management 15 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 16 Authorise Issue of Equity with For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights 18 Authorise Market Purchase of Ordinary For For Management Shares 19 Request Shell to Set and Publish Against Against Shareholder Targets for Greenhouse Gas (GHG) Emissions -------------------------------------------------------------------------------- SYNCHRONY FINANCIAL Ticker: SYF Security ID: 87165B103 Meeting Date: MAY 17, 2018 Meeting Type: Annual Record Date: MAR 22, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Margaret M. Keane For For Management 1b Elect Director Paget L. Alves For For Management 1c Elect Director Arthur W. Coviello, Jr. For For Management 1d Elect Director William W. Graylin For For Management 1e Elect Director Roy A. Guthrie For For Management 1f Elect Director Richard C. Hartnack For For Management 1g Elect Director Jeffrey G. Naylor For For Management 1h Elect Director Laurel J. Richie For For Management 1i Elect Director Olympia J. Snowe For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- T-MOBILE US, INC. Ticker: TMUS Security ID: 872590104 Meeting Date: JUN 13, 2018 Meeting Type: Annual Record Date: APR 17, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas Dannenfeldt For For Management 1.2 Elect Director Srikant M. Datar For For Management 1.3 Elect Director Lawrence H. Guffey For For Management 1.4 Elect Director Timotheus Hottges For Withhold Management 1.5 Elect Director Bruno Jacobfeuerborn For For Management 1.6 Elect Director Raphael Kubler For For Management 1.7 Elect Director Thorsten Langheim For For Management 1.8 Elect Director John J. Legere For For Management 1.9 Elect Director G. Michael (Mike) For For Management Sievert 1.10 Elect Director Olaf Swantee For For Management 1.11 Elect Director Teresa A. Taylor For For Management 1.12 Elect Director Kelvin R. Westbrook For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Omnibus Stock Plan For For Management 4 Adopt Proxy Access Right Against For Shareholder 5 Pro-rata Vesting of Equity Awards Against For Shareholder -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 13, 2018 Meeting Type: Annual Record Date: APR 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Roxanne S. Austin For For Management 1b Elect Director Douglas M. Baker, Jr. For For Management 1c Elect Director Brian C. Cornell For For Management 1d Elect Director Calvin Darden For For Management 1e Elect Director Henrique De Castro For For Management 1f Elect Director Robert L. Edwards For For Management 1g Elect Director Melanie L. Healey For For Management 1h Elect Director Donald R. Knauss For For Management 1i Elect Director Monica C. Lozano For For Management 1j Elect Director Mary E. Minnick For For Management 1k Elect Director Kenneth L. Salazar For For Management 1l Elect Director Dmitri L. Stockton For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- TEVA- PHARMACEUTICAL INDUSTRIES LTD Ticker: TEVA Security ID: 881624209 Meeting Date: JUL 13, 2017 Meeting Type: Annual Record Date: JUN 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Sol J. Barer as Director Until For For Management 2020 Annual General Meeting 1b Elect Jean-Michel Halfon as Director For For Management Until 2020 Annual General Meeting 1c Elect Murray A. Goldberg as Director For For Management Until 2020 Annual General Meeting 1d Elect Nechemia (Chemi) J. Peres as For For Management Director Until 2020 Annual General Meeting 1e Elect Roberto Mignone as Director For For Management Until 2019 Annual General Meeting 1f Elect Perry D. Nisen as Director Until For For Management 2019 Annual General Meeting 2 Approve Compensation of Sol J. Barer, For For Management Chairman 3 Approve Employment Terms of Yitzhak For For Management Peterburg, Temporary CEO 4 Approve Compensation of Directors For For Management 5 Approve an Amendment to the Equity For For Management Compensation Plan 6 Approve Executive Incentive Bonus Plan For For Management 7 Reduce Teva's Registered Share Capital For For Management to NIS 249,434,338 8 Appoint Kesselman & Kesselman as For For Management Auditors -------------------------------------------------------------------------------- THE BOEING COMPANY Ticker: BA Security ID: 097023105 Meeting Date: APR 30, 2018 Meeting Type: Annual Record Date: MAR 01, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert A. Bradway For For Management 1b Elect Director David L. Calhoun For For Management 1c Elect Director Arthur D. Collins, Jr. For For Management 1d Elect Director Kenneth M. Duberstein For For Management 1e Elect Director Edmund P. Giambastiani, For For Management Jr. 1f Elect Director Lynn J. Good For For Management 1g Elect Director Lawrence W. Kellner For For Management 1h Elect Director Caroline B. Kennedy For For Management 1i Elect Director Edward M. Liddy For For Management 1j Elect Director Dennis A. Muilenburg For For Management 1k Elect Director Susan C. Schwab For For Management 1l Elect Director Ronald A. Williams For For Management 1m Elect Director Mike S. Zafirovski For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 6 Require Independent Board Chairman Against Against Shareholder 7 Require Shareholder Approval to Against Against Shareholder Increase Board Size to More Than 14 -------------------------------------------------------------------------------- THE HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 17, 2018 Meeting Type: Annual Record Date: MAR 19, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Gerard J. Arpey For For Management 1b Elect Director Ari Bousbib For For Management 1c Elect Director Jeffery H. Boyd For For Management 1d Elect Director Gregory D. Brenneman For For Management 1e Elect Director J. Frank Brown For For Management 1f Elect Director Albert P. Carey For For Management 1g Elect Director Armando Codina For For Management 1h Elect Director Helena B. Foulkes For For Management 1i Elect Director Linda R. Gooden For For Management 1j Elect Director Wayne M. Hewett For For Management 1k Elect Director Stephanie C. Linnartz For For Management 1l Elect Director Craig A. Menear For For Management 1m Elect Director Mark Vadon For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Political Contributions Against For Shareholder 5 Prepare Employment Diversity Report Against For Shareholder and Report on Diversity Policies 6 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 7 Clawback of Incentive Payments Against For Shareholder -------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Ticker: PG Security ID: 742718109 Meeting Date: OCT 10, 2017 Meeting Type: Proxy Contest Record Date: AUG 11, 2017 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (Blue Proxy Card) None 1.1 Elect Director Francis S. Blake For Did Not Vote Management 1.2 Elect Director Angela F. Braly For Did Not Vote Management 1.3 Elect Director Amy L. Chang For Did Not Vote Management 1.4 Elect Director Kenneth I. Chenault For Did Not Vote Management 1.5 Elect Director Scott D. Cook For Did Not Vote Management 1.6 Elect Director Terry J. Lundgren For Did Not Vote Management 1.7 Elect Director W. James McNerney, Jr. For Did Not Vote Management 1.8 Elect Director David S. Taylor For Did Not Vote Management 1.9 Elect Director Margaret C. Whitman For Did Not Vote Management 1.10 Elect Director Patricia A. Woertz For Did Not Vote Management 1.11 Elect Director Ernesto Zedillo For Did Not Vote Management 2 Ratify Deloitte & Touche LLP as For Did Not Vote Management Auditors 3 Advisory Vote to Ratify Named For Did Not Vote Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year Did Not Vote Management 5 Adopt Holy Land Principles Against Did Not Vote Shareholder 6 Report on Company Non-Discrimination Against Did Not Vote Shareholder Policies in States with Pro-Discrimination Laws 7 Report on Risks of Doing Business in Against Did Not Vote Shareholder Conflict-Affected Areas 8 Repeal Any Amendments to Code of Against Did Not Vote Shareholder Regulations Adopted After April 8, 2016 # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (White Proxy Card) None 1.1 Elect Director Nelson Peltz For For Shareholder 1.2 Management Nominee Francis S. Blake For For Shareholder 1.3 Management Nominee Angela F. Braly For For Shareholder 1.4 Management Nominee Amy L. Chang For For Shareholder 1.5 Management Nominee Kenneth I. Chenault For For Shareholder 1.6 Management Nominee Scott D. Cook For For Shareholder 1.7 Management Nominee Terry J. Lundgren For For Shareholder 1.8 Management Nominee W. James McNerney, For For Shareholder Jr. 1.9 Management Nominee David S. Taylor For For Shareholder 1.10 Management Nominee Margaret C. Whitman For For Shareholder 1.11 Management Nominee Patricia A. Woertz For For Shareholder 2 Ratify Deloitte & Touche LLP as None For Management Auditors 3 Advisory Vote to Ratify Named None For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency None One Year Management 5 Adopt Holy Land Principles None Against Shareholder 6 Report on Company Non-Discrimination None Against Shareholder Policies in States with Pro-Discrimination Laws 7 Report on Risks of Doing Business in None Against Shareholder Conflict-Affected Areas 8 Repeal Any Amendments to Code of For For Shareholder Regulations Adopted After April 8, 2016 -------------------------------------------------------------------------------- TYSON FOODS, INC. Ticker: TSN Security ID: 902494103 Meeting Date: FEB 08, 2018 Meeting Type: Annual Record Date: DEC 11, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John Tyson For For Management 1b Elect Director Gaurdie E. Banister, Jr. For For Management 1c Elect Director Dean Banks For For Management 1d Elect Director Mike Beebe For For Management 1e Elect Director Mikel A. Durham For For Management 1f Elect Director Tom Hayes For For Management 1g Elect Director Kevin M. McNamara For For Management 1h Elect Director Cheryl S. Miller For For Management 1i Elect Director Jeffrey K. Schomburger For For Management 1j Elect Director Robert Thurber For For Management 1k Elect Director Barbara A. Tyson For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Omnibus Stock Plan For For Management 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Implement a Water Quality Stewardship Against For Shareholder Policy -------------------------------------------------------------------------------- UNIVERSAL CORPORATION Ticker: UVV Security ID: 913456109 Meeting Date: AUG 03, 2017 Meeting Type: Annual Record Date: JUN 09, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George C. Freeman, III For For Management 1.2 Elect Director Lennart R. Freeman For For Management 1.3 Elect Director Eddie N. Moore, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Approve Omnibus Stock Plan For For Management 6 Report on Mediation of Alleged Human Against For Shareholder Rights Violations -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 03, 2018 Meeting Type: Annual Record Date: MAR 05, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shellye L. Archambeau For For Management 1.2 Elect Director Mark T. Bertolini For For Management 1.3 Elect Director Richard L. Carrion For For Management 1.4 Elect Director Melanie L. Healey For For Management 1.5 Elect Director M. Frances Keeth For For Management 1.6 Elect Director Lowell C. McAdam For For Management 1.7 Elect Director Clarence Otis, Jr. For For Management 1.8 Elect Director Rodney E. Slater For For Management 1.9 Elect Director Kathryn A. Tesija For For Management 1.10 Elect Director Gregory D. Wasson For For Management 1.11 Elect Director Gregory G. Weaver For For Management 2 Ratify Ernst & Young as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Bylaws -- Call Special Meetings Against For Shareholder 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Require Independent Board Chairman Against Against Shareholder 7 Assess Feasibility of Cyber Security Against For Shareholder and Data Privacy as a Performance Measure for Senior Executive Compensation 8 Clawback of Incentive Payments Against For Shareholder 9 Eliminate Above-Market Earnings in Against For Shareholder Executive Retirement Plans -------------------------------------------------------------------------------- VODAFONE GROUP PLC Ticker: VOD Security ID: 92857W308 Meeting Date: JUL 28, 2017 Meeting Type: Annual Record Date: JUN 02, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Re-elect Gerard Kleisterlee as Director For For Management 3 Re-elect Vittorio Colao as Director For For Management 4 Re-elect Nick Read as Director For For Management 5 Re-elect Sir Crispin Davis as Director For For Management 6 Re-elect Dr Mathias Dopfner as Director For For Management 7 Re-elect Dame Clara Furse as Director For For Management 8 Re-elect Valerie Gooding as Director For For Management 9 Re-elect Renee James as Director For For Management 10 Re-elect Samuel Jonah as Director For For Management 11 Elect Maria Amparo Moraleda Martinez For For Management as Director 12 Re-elect David Nish as Director For For Management 13 Approve Final Dividend For For Management 14 Approve Remuneration Policy For For Management 15 Approve Remuneration Report For For Management 16 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 17 Authorise the Audit and Risk Committee For For Management to Fix Remuneration of Auditors 18 Authorise Issue of Equity with For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Authorise EU Political Donations and For For Management Expenditure 23 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 24, 2018 Meeting Type: Annual Record Date: FEB 27, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John D. Baker, II For Against Management 1b Elect Director Celeste A. Clark For For Management 1c Elect Director Theodore F. Craver, Jr. For For Management 1d Elect Director Elizabeth A. "Betsy" For For Management Duke 1e Elect Director Donald M. James For Against Management 1f Elect Director Maria R. Morris For For Management 1g Elect Director Karen B. Peetz For For Management 1h Elect Director Juan A. Pujadas For For Management 1i Elect Director James H. Quigley For For Management 1j Elect Director Ronald L. Sargent For For Management 1k Elect Director Timothy J. Sloan For For Management 1l Elect Director Suzanne M. Vautrinot For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 5 Reform Executive Compensation Policy Against Against Shareholder with Social Responsibility 6 Report on Incentive-Based Compensation Against Against Shareholder and Risks of Material Losses ========== END NPX REPORT 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: AB Equity Income Fund, Inc. By: Robert M. Keith* ----------------------- Chief Executive Officer Date: August 31, 2018 *By: /s/ Nancy E. Hay -------------------- Nancy E. Hay (Attorney-in-fact) POWER OF ATTORNEY ----------------- KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby revokes all prior powers granted by the undersigned to the extent inconsistent herewith and constitutes and appoints Robert M. Keith, Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of them, to act severally as attorney-in-fact and agent, with power of substitution and resubstitution, for the undersigned in any and all capacities, solely for the purpose of signing the respective Registration Statements, and any amendments thereto, on Form N-1A and any other filings of: -AB Bond Fund, Inc. -AB Cap Fund, Inc. -AB Core Opportunities Fund, Inc. -AB Corporate Shares -AB Discovery Growth Fund, Inc. -AB Equity Income Fund, Inc. -AB Fixed-Income Shares, Inc. -AB Global Bond Fund, Inc. -AB Global Real Estate Investment Fund, Inc. -AB Global Risk Allocation Fund, Inc. -AB High Income Fund, Inc. -AB Institutional Funds, Inc. -AB Large Cap Growth Fund, Inc. -AB Municipal Income Fund, Inc. -AB Municipal Income Fund II -AB Relative Value Fund, Inc. -AB Sustainable Global Thematic Fund, Inc. -AB Sustainable International Thematic Fund, Inc. -AB Trust -AB Unconstrained Bond Fund, Inc. -AB Variable Products Series Fund, Inc. -The AB Portfolios -Sanford C. Bernstein Fund II, Inc. and filing the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof. /s/ Robert M. Keith ------------------------ Robert M. Keith Dated: May 3, 2018