UNITED STATES
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: 811-3916
NAME OF REGISTRANT: VANGUARD SPECIALIZED FUNDS
ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482
NAME AND ADDRESS OF AGENT FOR SERVICE: ANNE E. ROBINSON
PO BOX 876
VALLEY FORGE, PA 19482
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000
DATE OF FISCAL YEAR END: JANUARY 31
DATE OF REPORTING PERIOD: JULY 1, 2019 - JUNE 30, 2020
******************************* FORM N-Px REPORT *******************************
ICA File Number: 81103916G
Reporting Period: 07/01/2019 - 06/30/2020
VANGUARD SPECIALIZED FUNDS
===== VANGUARD DIVIDEND GROWTH FUND - Voted at the discretion of the Fund ======
Each investment advisor's votes cast are shown separately below. The votes
reported reflect votes cast at the Fund's/advisor's discretion and exclude any
votes cast pursuant to a regulatory requirement.
DIAGEO PLC
Ticker: DGE Security ID: G42089113
Meeting Date: SEP 19, 2019 Meeting Type: Annual
Record Date: SEP 17, 2019
# 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 Final Dividend For For Management
4 Elect Debra Crew as Director For For Management
5 Re-elect Lord Davies as Director For For Management
6 Re-elect Javier Ferran as Director For For Management
7 Re-elect Susan Kilsby as Director For For Management
8 Re-elect Ho KwonPing as Director For For Management
9 Re-elect Nicola Mendelsohn as Director For For Management
10 Re-elect Ivan Menezes as Director For For Management
11 Re-elect Kathryn Mikells as Director For For Management
12 Re-elect Alan Stewart as Director For For Management
13 Reappoint PricewaterhouseCoopers LLP For For Management
as Auditors
14 Authorise the Audit Committee to Fix For For Management
Remuneration of Auditors
15 Authorise EU Political Donations and For For Management
Expenditure
16 Authorise Issue of Equity For For Management
17 Approve Irish Sharesave Scheme For For Management
18 Authorise Issue of Equity without For For Management
Pre-emptive Rights
19 Authorise Market Purchase of Ordinary For For Management
Shares
20 Authorise the Company to Call General For For Management
Meeting with Two Weeks' Notice
21 Adopt New Articles of Association For For Management
--------------------------------------------------------------------------------
LINDE PLC
Ticker: LIN Security ID: G5494J103
Meeting Date: JUL 26, 2019 Meeting Type: Annual
Record Date: JUL 24, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Wolfgang H. Reitzle For For Management
1b Elect Director Stephen F. Angel For For Management
1c Elect Director Ann-Kristin Achleitner For For Management
1d Elect Director Clemens A. H. Borsig For For Management
1e Elect Director Nance K. Dicciani For For Management
1f Elect Director Thomas Enders For For Management
1g Elect Director Franz Fehrenbach For For Management
1h Elect Director Edward G. Galante For For Management
1i Elect Director Larry D. McVay For For Management
1j Elect Director Victoria E. Ossadnik For For Management
1k Elect Director Martin H. Richenhagen For For Management
1l Elect Director Robert L. Wood For For Management
2a Ratify PricewaterhouseCoopers as For For Management
Auditors
2b Authorize Board to Fix Remuneration of For For Management
Auditors
3 Determine Price Range for Reissuance For For Management
of Treasury Shares
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
--------------------------------------------------------------------------------
NIKE, INC.
Ticker: NKE Security ID: 654106103
Meeting Date: SEP 19, 2019 Meeting Type: Annual
Record Date: JUL 19, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alan B. Graf, Jr. For Withhold Management
1.2 Elect Director Peter B. Henry For For Management
1.3 Elect Director Michelle A. Peluso For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
--------------------------------------------------------------------------------
THE PROCTER & GAMBLE COMPANY
Ticker: PG Security ID: 742718109
Meeting Date: OCT 08, 2019 Meeting Type: Annual
Record Date: AUG 09, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Francis S. Blake For For Management
1b Elect Director Angela F. Braly For For Management
1c Elect Director Amy L. Chang For For Management
1d Elect Director Scott D. Cook For For Management
1e Elect Director Joseph Jimenez For For Management
1f Elect Director Terry J. Lundgren For For Management
1g Elect Director Christine M. McCarthy For For Management
1h Elect Director W. James McNerney, Jr. For For Management
1i Elect Director Nelson Peltz For For Management
1j Elect Director David S. Taylor For For Management
1k Elect Director Margaret C. Whitman For For Management
1l Elect Director Patricia A. Woertz For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Approve Omnibus Stock Plan For For Management
--------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORPORATION
Ticker: UTX Security ID: 913017109
Meeting Date: OCT 11, 2019 Meeting Type: Special
Record Date: SEP 10, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Issue Shares in Connection with Merger For For Management
2 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
VF CORPORATION
Ticker: VFC Security ID: 918204108
Meeting Date: JUL 16, 2019 Meeting Type: Annual
Record Date: MAY 22, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard T. Carucci For For Management
1.2 Elect Director Juliana L. Chugg For For Management
1.3 Elect Director Benno Dorer For For Management
1.4 Elect Director Mark S. Hoplamazian For For Management
1.5 Elect Director Laura W. Lang For For Management
1.6 Elect Director W. Alan McCollough For For Management
1.7 Elect Director W. Rodney McMullen For For Management
1.8 Elect Director Clarence Otis, Jr. For For Management
1.9 Elect Director Steven E. Rendle For For Management
1.10 Elect Director Carol L. Roberts For For Management
1.11 Elect Director Matthew J. Shattock For For Management
1.12 Elect Director Veronica B. Wu For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
================== VANGUARD DIVIDEND GROWTH FUND - WELLINGTON ==================
Each investment advisor's votes cast are shown separately below. The votes
reported reflect votes cast at the Fund's/advisor's discretion and exclude any
votes cast pursuant to a regulatory requirement.
3M COMPANY
Ticker: MMM Security ID: 88579Y101
Meeting Date: MAY 12, 2020 Meeting Type: Annual
Record Date: MAR 17, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Thomas K. Brown For For Management
2 Elect Pamela J. Craig For For Management
3 Elect David B. Dillon For For Management
4 Elect Michael L. Eskew For For Management
5 Elect Herbert L. Henkel For For Management
6 Elect Amy E. Hood For For Management
7 Elect Muhtar Kent For For Management
8 Elect Dambisa F. Moyo For For Management
9 Elect Gregory R. Page For For Management
10 Elect Michael F. Roman For For Management
11 Elect Patricia A. Woertz For For Management
12 Ratification of Auditor For For Management
13 Advisory Vote on Executive Compensation For For Management
14 Shareholder Proposal Regarding Against Against Shareholder
Employee Salary Considerations When
Setting Executive Compensation
--------------------------------------------------------------------------------
ACCENTURE PLC
Ticker: ACN Security ID: G1151C101
Meeting Date: JAN 30, 2020 Meeting Type: Annual
Record Date: DEC 02, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Jaime Ardila For For Management
2 Elect Herbert Hainer For For Management
3 Elect Nancy McKinstry For For Management
4 Elect Gilles Pelisson For For Management
5 Elect Paula A. Price For For Management
6 Elect Venkata Renduchintala For For Management
7 Elect David P. Rowland For For Management
8 Elect Arun Sarin For For Management
9 Elect Julie Sweet For For Management
10 Elect Frank Kui Tang For For Management
11 Elect Tracey T. Travis For For Management
12 Advisory Vote on Executive Compensation For For Management
13 Amendment to the 2010 Share Incentive For For Management
Plan
14 Ratification of Auditor For For Management
15 Authority to Issue Shares w/ For For Management
Preemptive Rights
16 Authority to Issue Shares w/o For For Management
Preemptive Rights
17 Issuance of Treasury Shares For For Management
--------------------------------------------------------------------------------
AMERICAN EXPRESS COMPANY
Ticker: AXP Security ID: 025816109
Meeting Date: MAY 05, 2020 Meeting Type: Annual
Record Date: MAR 09, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Charlene Barshefsky For For Management
2 Elect John J. Brennan For For Management
3 Elect Peter Chernin For For Management
4 Elect Ralph de la Vega For For Management
5 Elect Anne M. A. Lauvergeon For For Management
6 Elect Micheal O. Leavitt For For Management
7 Elect Theodore J. Leonsis For For Management
8 Elect Karen L. Parkhill For For Management
9 Elect Lynn A. Pike For For Management
10 Elect Stephen J. Squeri For For Management
11 Elect Daniel L. Vasella For For Management
12 Elect Ronald A. Williams For For Management
13 Elect Christopher D. Young For For Management
14 Ratification of Auditor For For Management
15 Advisory Vote on Executive Compensation For For Management
16 Amendment to the Incentive For For Management
Compensation Plan
17 Shareholder Proposal Regarding Right Against Against Shareholder
to Act by Written Consent
18 Shareholder Proposal Regarding Median Against Against Shareholder
Gender and Racial Pay Equity Report
--------------------------------------------------------------------------------
AMERICAN TOWER CORPORATION
Ticker: AMT Security ID: 03027X100
Meeting Date: MAY 18, 2020 Meeting Type: Annual
Record Date: MAR 23, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Thomas Bartlett For For Management
2 Elect Raymond P. Dolan For For Management
3 Elect Robert D. Hormats For For Management
4 Elect Gustavo Lara Cantu For For Management
5 Elect Grace D. Lieblein For For Management
6 Elect Craig Macnab For For Management
7 Elect JoAnn A. Reed For For Management
8 Elect Pamela D.A. Reeve For For Management
9 Elect David E. Sharbutt For For Management
10 Elect Bruce L. Tanner For For Management
11 Elect Samme L. Thompson For For Management
12 Ratification of Auditor For For Management
13 Advisory Vote on Executive Compensation For For Management
14 Shareholder Proposal Regarding Against Against Shareholder
Political Contributions and
Expenditures Report
15 Shareholder Proposal Regarding Right Against Against Shareholder
to Call Special Meetings
--------------------------------------------------------------------------------
AMGEN INC.
Ticker: AMGN Security ID: 031162100
Meeting Date: MAY 19, 2020 Meeting Type: Annual
Record Date: MAR 20, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Wanda M. Austin For For Management
2 Elect Robert A. Bradway For For Management
3 Elect Brian J. Druker For For Management
4 Elect Robert A. Eckert For For Management
5 Elect Greg C. Garland For For Management
6 Elect Fred Hassan For For Management
7 Elect Charles M. Holley, Jr. For For Management
8 Elect Tyler Jacks For For Management
9 Elect Ellen J. Kullman For For Management
10 Elect Ronald D. Sugar For For Management
11 Elect R. Sanders Williams For For Management
12 Advisory Vote on Executive Compensation For For Management
13 Ratification of Auditor For For Management
14 Shareholder Proposal Regarding Against For Shareholder
Independent Chair
--------------------------------------------------------------------------------
AUTOMATIC DATA PROCESSING, INC.
Ticker: ADP Security ID: 053015103
Meeting Date: NOV 12, 2019 Meeting Type: Annual
Record Date: SEP 13, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Peter Bisson For For Management
2 Elect Richard T. Clark For For Management
3 Elect R. Glenn Hubbard For For Management
4 Elect John P. Jones For For Management
5 Elect Francine S. Katsoudas For For Management
6 Elect Thomas J. Lynch For For Management
7 Elect Scott F. Powers For For Management
8 Elect William J. Ready For For Management
9 Elect Carlos A. Rodriguez For For Management
10 Elect Sandra S. Wijnberg For For Management
11 Advisory Vote on Executive Compensation For For Management
12 Ratification of Auditor For For Management
--------------------------------------------------------------------------------
BAXTER INTERNATIONAL INC.
Ticker: BAX Security ID: 071813109
Meeting Date: MAY 05, 2020 Meeting Type: Annual
Record Date: MAR 12, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Jose E. Almeida For For Management
2 Elect Thomas F. Chen For For Management
3 Elect John D. Forsyth For For Management
4 Elect James R. Gavin III For For Management
5 Elect Peter S. Hellman For For Management
6 Elect Michael F. Mahoney For For Management
7 Elect Patricia Morrison For For Management
8 Elect Stephen N. Oesterle For For Management
9 Elect Cathy R. Smith For For Management
10 Elect Thomas T. Stallkamp For For Management
11 Elect Albert P.L. Stroucken For For Management
12 Elect Amy M. Wendell For For Management
13 Advisory Vote on Executive Compensation For For Management
14 Ratification of Auditor For For Management
15 Shareholder Proposal Regarding Against For Shareholder
Independent Chair
16 Shareholder Proposal Regarding Right Against Against Shareholder
to Act by Written Consent
--------------------------------------------------------------------------------
BLACKROCK, INC.
Ticker: BLK Security ID: 09247X101
Meeting Date: MAY 21, 2020 Meeting Type: Annual
Record Date: MAR 23, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Bader M. Alsaad For For Management
2 Elect Mathis Cabiallavetta For For Management
3 Elect Pamela Daley For For Management
4 Elect William S. Demchak For For Management
5 Elect Jessica P. Einhorn For For Management
6 Elect Laurence D. Fink For For Management
7 Elect William E. Ford For For Management
8 Elect Fabrizio Freda For For Management
9 Elect Murry S. Gerber For For Management
10 Elect Margaret L. Johnson For For Management
11 Elect Robert S. Kapito For For Management
12 Elect Cheryl D. Mills For For Management
13 Elect Gordon M. Nixon For For Management
14 Elect Charles H. Robbins For For Management
15 Elect Marco Antonio Slim Domit For For Management
16 Elect Susan L. Wagner For For Management
17 Elect Mark Wilson For For Management
18 Advisory Vote on Executive Compensation For For Management
19 Ratification of Auditor For For Management
20 Shareholder Proposal Regarding Purpose Against Against Shareholder
of Corporation
--------------------------------------------------------------------------------
CANADIAN NATIONAL RAILWAY COMPANY
Ticker: CNR Security ID: 136375102
Meeting Date: APR 28, 2020 Meeting Type: Annual
Record Date: MAR 06, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Shauneen Bruder For For Management
1.2 Elect Donald J. Carty For For Management
1.3 Elect Gordon D. Giffin For For Management
1.4 Elect Julie Godin For For Management
1.5 Elect Edith E. Holiday For Withhold Management
1.6 Elect V. Maureen Kempston Darkes For For Management
1.7 Elect Denis Losier For For Management
1.8 Elect Kevin G. Lynch For For Management
1.9 Elect James E. O'Connor For For Management
1.10 Elect Robert Pace For For Management
1.11 Elect Robert L. Phillips For For Management
1.12 Elect Jean-Jacques Ruest For For Management
1.13 Elect Laura Stein For For Management
2 Appointment of Auditor For For Management
3 Advisory Vote on Executive Compensation For For Management
1 Non-Voting Meeting Note N/A N/A Management
2 Elect Shauneen Bruder For For Management
3 Elect Donald J. Carty For For Management
4 Elect Gordon D. Giffin For For Management
5 Elect Julie Godin For For Management
6 Elect Edith E. Holiday For Against Management
7 Elect V. Maureen Kempston Darkes For For Management
8 Elect Denis Losier For For Management
9 Elect Kevin G. Lynch For For Management
10 Elect James E. O'Connor For For Management
11 Elect Robert Pace For For Management
12 Elect Robert L. Phillips For For Management
13 Elect Jean-Jacques Ruest For For Management
14 Elect Laura Stein For For Management
15 Appointment of Auditor For For Management
16 Advisory Vote on Executive Compensation For For Management
--------------------------------------------------------------------------------
CHUBB LIMITED
Ticker: CB Security ID: H1467J104
Meeting Date: MAY 20, 2020 Meeting Type: Annual
Record Date: MAR 27, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Accounts and Reports For For Management
2 Allocation of Profits For For Management
3 Dividend from Reserves For For Management
4 Ratification of Board Acts For For Management
5 Election of Statutory Auditor For For Management
6 Appointment of Auditor For For Management
7 Appointment of Special Auditor For For Management
8 Elect Evan G. Greenberg For For Management
9 Elect Michael G. Atieh For For Management
10 Elect Sheila P. Burke For For Management
11 Elect James I. Cash, Jr. For For Management
12 Elect Mary A. Cirillo For For Management
13 Elect Michael P. Connors For For Management
14 Elect John A. Edwardson For For Management
15 Elect Robert J. Hugin For For Management
16 Elect Robert W. Scully For For Management
17 Elect Eugene B. Shanks, Jr. For For Management
18 Elect Theodore E. Shasta For For Management
19 Elect David H. Sidwell For For Management
20 Elect Olivier Steimer For For Management
21 Elect Frances F. Townsend For For Management
22 Election of Board Chair Evan G. For For Management
Greenberg
23 Elect Michael P. Connors For For Management
24 Elect Mary A. Cirillo For For Management
25 Elect John A. Edwardson For For Management
26 Elect Frances F. Townsend For For Management
27 Appointment of Independent Proxy For For Management
(Switzerland)
28 Amendment to Articles Regarding For For Management
Authorized Share Capital for General
Purposes
29 Cancellation of Shares and Reduction For For Management
in Share Capital
30 Board Compensation For For Management
31 Executive Compensation For For Management
32 Advisory Vote on Executive Compensation For For Management
33 Additional or Amended Proposals For Against Management
--------------------------------------------------------------------------------
COLGATE-PALMOLIVE COMPANY
Ticker: CL Security ID: 194162103
Meeting Date: MAY 08, 2020 Meeting Type: Annual
Record Date: MAR 09, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect John P. Bilbrey For For Management
2 Elect John T. Cahill For For Management
3 Elect Lisa M. Edwards For For Management
4 Elect Helene D. Gayle For For Management
5 Elect C. Martin Harris For For Management
6 Elect Martina Hund-Mejean For For Management
7 Elect Lorrie M. Norrington For For Management
8 Elect Michael B. Polk For For Management
9 Elect Stephen I. Sadove For For Management
10 Elect Noel R. Wallace For For Management
11 Ratification of Auditor For For Management
12 Advisory Vote on Executive Compensation For For Management
13 Shareholder Proposal Regarding Against For Shareholder
Independent Chair
14 Shareholder Proposal Regarding Right Against Against Shareholder
to Call Special Meetings
--------------------------------------------------------------------------------
COSTCO WHOLESALE CORPORATION
Ticker: COST Security ID: 22160K105
Meeting Date: JAN 22, 2020 Meeting Type: Annual
Record Date: NOV 18, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Susan L. Decker For For Management
1.2 Elect Richard A. Galanti For For Management
1.3 Elect Sally Jewell For For Management
1.4 Elect Charles T. Munger For For Management
2 Ratification of Auditor For For Management
3 Advisory Vote on Executive Compensation For For Management
4 Removal of Directors Without Cause For For Management
5 Shareholder Proposal Regarding Against Against Shareholder
Disclosure of Board Qualifications
--------------------------------------------------------------------------------
DANAHER CORPORATION
Ticker: DHR Security ID: 235851102
Meeting Date: MAY 05, 2020 Meeting Type: Annual
Record Date: MAR 09, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Linda P. Hefner Filler For For Management
2 Elect Thomas P. Joyce, Jr. For For Management
3 Elect Teri List-Stoll For For Management
4 Elect Walter G. Lohr, Jr. For For Management
5 Elect Jessica L. Mega For For Management
6 Elect Pardis C. Sabeti For For Management
7 Elect Mitchell P. Rales For For Management
8 Elect Steven M. Rales For For Management
9 Elect John T. Schwieters For For Management
10 Elect Alan G. Spoon For For Management
11 Elect Raymond C. Stevens For For Management
12 Elect Elias A. Zerhouni For For Management
13 Ratification of Auditor For For Management
14 Advisory Vote on Executive Compensation For For Management
15 Shareholder Proposal Regarding Right Against Against Shareholder
to Call Special Meetings
--------------------------------------------------------------------------------
DEERE & COMPANY
Ticker: DE Security ID: 244199105
Meeting Date: FEB 26, 2020 Meeting Type: Annual
Record Date: DEC 31, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Samuel R. Allen For For Management
2 Elect Alan C. Heuberger For For Management
3 Elect Charles O. Holliday, Jr. For For Management
4 Elect Dipak C. Jain For For Management
5 Elect Michael O. Johanns For For Management
6 Elect Clayton M. Jones For For Management
7 Elect John C. May For For Management
8 Elect Gregory R. Page For For Management
9 Elect Sherry M. Smith For For Management
10 Elect Dmitri L. Stockton For For Management
11 Elect Sheila G. Talton For For Management
12 Adoption of Exclusive Forum Provisions For For Management
13 Advisory vote on executive compensation For For Management
14 Approval of the 2020 Equity and For For Management
Incentive Plan
15 Ratification of Auditor For For Management
16 Shareholder Proposal Regarding Against Against Shareholder
Disclosure of Board Qualifications
--------------------------------------------------------------------------------
ECOLAB INC.
Ticker: ECL Security ID: 278865100
Meeting Date: MAY 07, 2020 Meeting Type: Annual
Record Date: MAR 09, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Douglas M. Baker, Jr. For For Management
2 Elect Shari L Ballard For For Management
3 Elect Barbara J. Beck For For Management
4 Elect Jeffrey M. Ettinger For For Management
5 Elect Arthur J. Higgins For For Management
6 Elect Michael Larson For For Management
7 Elect David W. MacLennan For For Management
8 Elect Tracy B. McKibben For For Management
9 Elect Lionel L. Nowell, III For For Management
10 Elect Victoria J. Reich For For Management
11 Elect Suzanne M. Vautrinot For For Management
12 Elect John J. Zillmer For For Management
13 Ratification of Auditor For For Management
14 Advisory Vote on Executive Compensation For For Management
15 Shareholder Proposal Regarding Proxy Against Against Shareholder
Access Bylaw Amendment
--------------------------------------------------------------------------------
GENERAL DYNAMICS CORPORATION
Ticker: GD Security ID: 369550108
Meeting Date: MAY 06, 2020 Meeting Type: Annual
Record Date: MAR 09, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect James S. Crown For For Management
2 Elect Rudy F. deLeon For For Management
3 Elect Cecil D. Haney For For Management
4 Elect Mark M. Malcolm For For Management
5 Elect James N. Mattis For For Management
6 Elect Phebe N. Novakovic For For Management
7 Elect C. Howard Nye For For Management
8 Elect William A. Osborn For For Management
9 Elect Catherine B. Reynolds For For Management
10 Elect Laura J. Schumacher For For Management
11 Elect John G. Stratton For For Management
12 Elect Peter A. Wall For For Management
13 Ratification of Auditor For For Management
14 Advisory Vote on Executive Compensation For For Management
15 Shareholder Proposal Regarding Right Against Against Shareholder
to Call Special Meetings
--------------------------------------------------------------------------------
HONEYWELL INTERNATIONAL INC.
Ticker: HON Security ID: 438516106
Meeting Date: APR 27, 2020 Meeting Type: Annual
Record Date: FEB 28, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Darius Adamczyk For For Management
2 Elect Duncan B. Angove For For Management
3 Elect William S. Ayer For For Management
4 Elect Kevin Burke For For Management
5 Elect D. Scott Davis For For Management
6 Elect Linnet F. Deily For For Management
7 Elect Deborah Flint For For Management
8 Elect Judd Gregg For For Management
9 Elect Clive Hollick For For Management
10 Elect Grace D. Lieblein For For Management
11 Elect Raymond T. Odierno For For Management
12 Elect George Paz For For Management
13 Elect Robin L. Washington For For Management
14 Advisory Vote on Executive Compensation For For Management
15 Ratification of Auditor For For Management
16 Shareholder Proposal Regarding Against Against Shareholder
Shareholder Approval of Bylaw
Amendments
17 Shareholder Proposal Regarding Against For Shareholder
Lobbying Report
--------------------------------------------------------------------------------
JOHNSON & JOHNSON
Ticker: JNJ Security ID: 478160104
Meeting Date: APR 23, 2020 Meeting Type: Annual
Record Date: FEB 25, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Mary C. Beckerle For For Management
2 Elect D. Scott Davis For For Management
3 Elect Ian E.L. Davis For For Management
4 Elect Jennifer A. Doudna For For Management
5 Elect Alex Gorsky For For Management
6 Elect Marillyn A. Hewson For For Management
7 Elect Hubert Joly For For Management
8 Elect Mark B. McClellan For For Management
9 Elect Anne M. Mulcahy For For Management
10 Elect Charles Prince For For Management
11 Elect A. Eugene Washington For For Management
12 Elect Mark A. Weinberger For For Management
13 Elect Ronald A. Williams For For Management
14 Advisory Vote on Executive Compensation For For Management
15 Ratification of Auditor For For Management
16 Removal of Directors Without Cause For For Management
17 Shareholder Proposal Regarding Against For Shareholder
Independent Chair
18 Shareholder Proposal Regarding Report Against For Shareholder
on Response to Opioid Epidemic
--------------------------------------------------------------------------------
LOCKHEED MARTIN CORPORATION
Ticker: LMT Security ID: 539830109
Meeting Date: APR 23, 2020 Meeting Type: Annual
Record Date: FEB 24, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Daniel F. Akerson For For Management
2 Elect David B. Burritt For For Management
3 Elect Bruce A. Carlson For For Management
4 Elect Joseph Dunford Jr. For For Management
5 Elect James O. Ellis, Jr. For For Management
6 Elect Thomas J. Falk For For Management
7 Elect Ilene S. Gordon For For Management
8 Elect Marillyn A. Hewson For For Management
9 Elect Vicki A. Hollub For For Management
10 Elect Jeh C. Johnson For For Management
11 Elect Debra L. Reed-Klages For For Management
12 Elect James D. Taiclet, Jr. For For Management
13 Ratification of Auditor For For Management
14 Advisory Vote on Executive Compensation For For Management
15 Approval of the 2020 Incentive For For Management
Performance Award Plan
16 Shareholder Proposal Regarding Right Against Against Shareholder
to Act by Written Consent
--------------------------------------------------------------------------------
MARSH & MCLENNAN COMPANIES, INC.
Ticker: MMC Security ID: 571748102
Meeting Date: MAY 21, 2020 Meeting Type: Annual
Record Date: MAR 23, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Anthony K. Anderson For For Management
2 Elect Oscar Fanjul Martin For For Management
3 Elect Daniel S. Glaser For For Management
4 Elect H. Edward Hanway For For Management
5 Elect Deborah C. Hopkins For For Management
6 Elect Tamara Ingram For For Management
7 Elect Jane H. Lute For For Management
8 Elect Steven A. Mills For For Management
9 Elect Bruce P. Nolop For For Management
10 Elect Marc D. Oken For For Management
11 Elect Morton O. Schapiro For For Management
12 Elect Lloyd M. Yates For For Management
13 Elect R. David Yost For For Management
14 Advisory Vote on Executive Compensation For For Management
15 Ratification of Auditor For For Management
16 Approval of the 2020 Incentive and For For Management
Stock Award Plan
--------------------------------------------------------------------------------
MCDONALD'S CORPORATION
Ticker: MCD Security ID: 580135101
Meeting Date: MAY 21, 2020 Meeting Type: Annual
Record Date: MAR 23, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Lloyd H. Dean For For Management
2 Elect Robert A. Eckert For For Management
3 Elect Catherine Engelbert For For Management
4 Elect Margaret H. Georgiadis For For Management
5 Elect Enrique Hernandez, Jr. For For Management
6 Elect Christopher Kempczinski For For Management
7 Elect Richard H. Lenny For For Management
8 Elect John Mulligan For For Management
9 Elect Sheila A. Penrose For For Management
10 Elect John W. Rogers, Jr. For For Management
11 Elect Paul S. Walsh For For Management
12 Elect Miles D. White For For Management
13 Advisory Vote on Executive Compensation For Against Management
14 Ratification of Auditor For For Management
15 Amendment to the 2012 Omnibus Stock For For Management
Ownership Plan
16 Shareholder Proposal Regarding Right Against Against Shareholder
to Call Special Meetings
17 Shareholder Proposal Regarding Report Against Against Shareholder
on Sugar and Public Health
--------------------------------------------------------------------------------
MEDTRONIC PLC
Ticker: MDT Security ID: G5960L103
Meeting Date: DEC 06, 2019 Meeting Type: Annual
Record Date: OCT 10, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Richard H. Anderson For For Management
2 Elect Craig Arnold For For Management
3 Elect Scott C. Donnelly For For Management
4 Elect Andrea J. Goldsmith For For Management
5 Elect Randall J. Hogan, III For For Management
6 Elect Omar Ishrak For For Management
7 Elect Michael O. Leavitt For For Management
8 Elect James T. Lenehan For For Management
9 Elect Geoffrey Straub Martha For For Management
10 Elect Elizabeth G. Nabel For For Management
11 Elect Denise M. O'Leary For For Management
12 Elect Kendall J. Powell For For Management
13 Appointment of Auditor and Authority For For Management
to Set Fees
14 Advisory Vote on Executive Compensation For For Management
15 Authority to Issue Shares w/ For For Management
Preemptive Rights
16 Authority to Issue Shares w/o For For Management
Preemptive Rights
17 Authority to Repurchase Shares For For Management
--------------------------------------------------------------------------------
MERCK & CO., INC.
Ticker: MRK Security ID: 58933Y105
Meeting Date: MAY 26, 2020 Meeting Type: Annual
Record Date: MAR 27, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Leslie A. Brun For For Management
2 Elect Thomas R. Cech For For Management
3 Elect Mary Ellen Coe For For Management
4 Elect Pamela J. Craig For For Management
5 Elect Kenneth C. Frazier For For Management
6 Elect Thomas H. Glocer For For Management
7 Elect Risa Lavizzo-Mourey For For Management
8 Elect Paul B. Rothman For For Management
9 Elect Patricia F. Russo For For Management
10 Elect Christine E. Seidman For For Management
11 Elect Inge G. Thulin For For Management
12 Elect Kathy J. Warden For For Management
13 Elect Peter C. Wendell For For Management
14 Advisory Vote on Executive Compensation For For Management
15 Ratification of Auditor For For Management
16 Shareholder Proposal Regarding Right Against Against Shareholder
to Act by Written Consent
17 Shareholder Proposal Regarding Report Against Against Shareholder
on Tax Savings as a Result of the Tax
Cut and Jobs Act
--------------------------------------------------------------------------------
MICROSOFT CORPORATION
Ticker: MSFT Security ID: 594918104
Meeting Date: DEC 04, 2019 Meeting Type: Annual
Record Date: OCT 08, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect William H. Gates III For For Management
2 Elect Reid G. Hoffman For For Management
3 Elect Hugh F. Johnston For For Management
4 Elect Teri L. List-Stoll For For Management
5 Elect Satya Nadella For For Management
6 Elect Sandra E. Peterson For For Management
7 Elect Penny S. Pritzker For For Management
8 Elect Charles W. Scharf For For Management
9 Elect Arne M. Sorenson For For Management
10 Elect John W. Stanton For For Management
11 Elect John W. Thompson For For Management
12 Elect Emma N. Walmsley For For Management
13 Elect Padmasree Warrior For For Management
14 Advisory Vote on Executive Compensation For For Management
15 Ratification of Auditor For For Management
16 Shareholder Proposal Regarding Report Against Against Shareholder
on Non-Management Employee
Representation on the Board
17 Shareholder Proposal Regarding Median Against Against Shareholder
Gender Pay Equity Report
--------------------------------------------------------------------------------
NORTHROP GRUMMAN CORPORATION
Ticker: NOC Security ID: 666807102
Meeting Date: MAY 20, 2020 Meeting Type: Annual
Record Date: MAR 24, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Kathy J Warden For For Management
2 Elect Marianne C. Brown For For Management
3 Elect Donald E. Felsinger For For Management
4 Elect Ann M. Fudge For For Management
5 Elect Bruce S. Gordon For For Management
6 Elect William H. Hernandez For For Management
7 Elect Madeleine A. Kleiner For For Management
8 Elect Karl J. Krapek For For Management
9 Elect Gary Roughead For For Management
10 Elect Thomas M. Schoewe For For Management
11 Elect James S. Turley For For Management
12 Elect Mark A. Welsh III For For Management
13 Advisory Vote on Executive Compensation For For Management
14 Ratification of Auditor For For Management
15 Shareholder Proposal Regarding Report Against Against Shareholder
on Human Rights Impact Assessments
16 Shareholder Proposal Regarding Against Against Shareholder
Reducing Ownership Threshold Required
to Act by Written Consent
--------------------------------------------------------------------------------
PEPSICO, INC.
Ticker: PEP Security ID: 713448108
Meeting Date: MAY 06, 2020 Meeting Type: Annual
Record Date: MAR 02, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Shona L. Brown For For Management
2 Elect Cesar Conde For For Management
3 Elect Ian M. Cook For For Management
4 Elect Dina Dublon For For Management
5 Elect Richard W. Fisher For For Management
6 Elect Michelle D. Gass For For Management
7 Elect Ramon L. Laguarta For For Management
8 Elect David C. Page For For Management
9 Elect Robert C. Pohlad For For Management
10 Elect Daniel L. Vasella For For Management
11 Elect Darren Walker For For Management
12 Elect Alberto Weisser For For Management
13 Ratification of Auditor For For Management
14 Advisory Vote on Executive Compensation For For Management
15 Shareholder Proposal Regarding Right Against Against Shareholder
to Call Special Meetings
16 Shareholder Proposal Regarding Report Against Against Shareholder
on Sugar and Public Health
--------------------------------------------------------------------------------
PUBLIC STORAGE
Ticker: PSA Security ID: 74460D109
Meeting Date: APR 21, 2020 Meeting Type: Annual
Record Date: FEB 28, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Ronald L. Havner, Jr. For For Management
2 Elect Tamara Hughes Gustavson For For Management
3 Elect Uri P. Harkham For For Management
4 Elect Leslie Stone Heisz For For Management
5 Elect B. Wayne Hughes, Jr. For For Management
6 Elect Avedick B. Poladian For For Management
7 Elect Gary E. Pruitt For For Management
8 Elect John Reyes For For Management
9 Elect Joseph D. Russell, Jr. For For Management
10 Elect Tariq M Shaukat For For Management
11 Elect Ronald P. Spogli For For Management
12 Elect Daniel C. Staton For For Management
13 Advisory Vote on Executive Compensation For For Management
14 Ratification of Auditor For For Management
--------------------------------------------------------------------------------
RAYTHEON TECHNOLOGIES CORPORATION
Ticker: RTX Security ID: 913017109
Meeting Date: APR 27, 2020 Meeting Type: Annual
Record Date: MAR 03, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Lloyd J. Austin, III For For Management
2 Elect Gregory J. Hayes For For Management
3 Elect Marshall O. Larsen For For Management
4 Elect Robert K. Ortberg For For Management
5 Elect Margaret L. O'Sullivan For For Management
6 Elect Denise L. Ramos For For Management
7 Elect Fredric G. Reynolds For For Management
8 Elect Brian C. Rogers For For Management
9 Advisory Vote on Executive Compensation For For Management
10 Ratification of Auditor For For Management
11 Shareholder Proposal Regarding Simple Against For Shareholder
Majority Vote
12 Shareholder Proposal Regarding Report Against Against Shareholder
on Plant Closures
--------------------------------------------------------------------------------
THE COCA-COLA COMPANY
Ticker: KO Security ID: 191216100
Meeting Date: APR 22, 2020 Meeting Type: Annual
Record Date: FEB 24, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Herbert A. Allen For For Management
2 Elect Marc Bolland For For Management
3 Elect Ana Patricia Botin-Sanz de For For Management
Sautuola y O'Shea
4 Elect Christopher C. Davis For For Management
5 Elect Barry Diller For For Management
6 Elect Helene D. Gayle For For Management
7 Elect Alexis M. Herman For For Management
8 Elect Robert A. Kotick For For Management
9 Elect Maria Elena Lagomasino For For Management
10 Elect James Quincey For For Management
11 Elect Caroline J. Tsay For For Management
12 Elect David B. Weinberg For For Management
13 Advisory Vote on Executive Compensation For For Management
14 Ratification of Auditor For For Management
15 Shareholder Proposal Regarding Report Against Against Shareholder
on Sugar and Public Health
--------------------------------------------------------------------------------
THE HOME DEPOT, INC.
Ticker: HD Security ID: 437076102
Meeting Date: MAY 21, 2020 Meeting Type: Annual
Record Date: MAR 23, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Gerard J. Arpey For For Management
2 Elect Ari Bousbib For For Management
3 Elect Jeffery H. Boyd For For Management
4 Elect Gregory D. Brenneman For For Management
5 Elect J. Frank Brown For For Management
6 Elect Albert P. Carey For For Management
7 Elect Helena B. Foulkes For For Management
8 Elect Linda R. Gooden For For Management
9 Elect Wayne M. Hewett For For Management
10 Elect Manuel Kadre For For Management
11 Elect Stephanie C. Linnartz For For Management
12 Elect Craig A. Menear For For Management
13 Ratification of Auditor For For Management
14 Advisory Vote on Executive Compensation For For Management
15 Shareholder Proposal Regarding Against Against Shareholder
Reducing Ownership Threshold Required
to Act by Written Consent
16 Shareholder Proposal Regarding Against Against Shareholder
Employment Diversity Report
17 Shareholder Proposal Regarding Against Against Shareholder
Retention of Shares Following
Termination of Employment
18 Shareholder Proposal Regarding Report Against Against Shareholder
on Political Expenditures and Values
Congruency
--------------------------------------------------------------------------------
THE PNC FINANCIAL SERVICES GROUP, INC.
Ticker: PNC Security ID: 693475105
Meeting Date: APR 28, 2020 Meeting Type: Annual
Record Date: JAN 31, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Joseph Alvarado For For Management
2 Elect Charles E. Bunch For For Management
3 Elect Debra A. Cafaro For For Management
4 Elect Marjorie Rodgers Cheshire For For Management
5 Elect William S. Demchak For For Management
6 Elect Andrew T. Feldstein For For Management
7 Elect Richard J. Harshman For For Management
8 Elect Daniel R. Hesse For For Management
9 Elect Linda R. Medler For For Management
10 Elect Martin Pfinsgraff For For Management
11 Elect Toni Townes-Whitley For For Management
12 Elect Michael J. Ward For For Management
13 Ratification of Auditor For For Management
14 Advisory Vote on Executive Compensation For For Management
15 Approval of The 2020 Employee Stock For For Management
Purchase Plan
--------------------------------------------------------------------------------
THE TJX COMPANIES, INC.
Ticker: TJX Security ID: 872540109
Meeting Date: JUN 09, 2020 Meeting Type: Annual
Record Date: APR 13, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Zein Abdalla For For Management
2 Elect Alan M. Bennett For For Management
3 Elect Rosemary T. Berkery For For Management
4 Elect David T. Ching For For Management
5 Elect Ernie Herrman For For Management
6 Elect Michael F. Hines For For Management
7 Elect Amy B. Lane For For Management
8 Elect Carol Meyrowitz For For Management
9 Elect Jackwyn L. Nemerov For For Management
10 Elect John F. O'Brien For For Management
11 Elect Willow B. Shire For For Management
12 Ratification of Auditor For For Management
13 Advisory Vote on Executive Compensation For For Management
14 Shareholder Proposal Regarding Report Against Against Shareholder
on Chemicals
15 Shareholder Proposal Regarding Report Against Against Shareholder
on Animal Welfare
16 Shareholder Proposal Regarding Against Against Shareholder
Employee Salary Considerations When
Setting Executive Compensation
17 Shareholder Proposal Regarding Against Against Shareholder
Reporting on Required Retention of
Shares Until Normal Retirement Age
--------------------------------------------------------------------------------
UNION PACIFIC CORPORATION
Ticker: UNP Security ID: 907818108
Meeting Date: MAY 14, 2020 Meeting Type: Annual
Record Date: MAR 20, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Andrew H. Card, Jr. For For Management
2 Elect William J. DeLaney For For Management
3 Elect David B. Dillon For For Management
4 Elect Lance M. Fritz For For Management
5 Elect Deborah C. Hopkins For For Management
6 Elect Jane H. Lute For For Management
7 Elect Michael R. McCarthy For For Management
8 Elect Thomas F. McLarty III For For Management
9 Elect Bhavesh V. Patel For For Management
10 Elect Jose H. Villarreal For For Management
11 Elect Christopher J. Williams For For Management
12 Ratification of Auditor For For Management
13 Advisory Vote on Executive Compensation For For Management
14 Shareholder Proposal Regarding Against Against Shareholder
Independent Chair
15 Shareholder Proposal Regarding Report Against For Shareholder
on Plans to Reduce Total Contribution
to Climate Change
--------------------------------------------------------------------------------
UNITED PARCEL SERVICE, INC.
Ticker: UPS Security ID: 911312106
Meeting Date: MAY 14, 2020 Meeting Type: Annual
Record Date: MAR 16, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect David P. Abney For For Management
2 Elect Rodney C. Adkins For For Management
3 Elect Michael J. Burns For For Management
4 Elect William R. Johnson For For Management
5 Elect Ann M. Livermore For For Management
6 Elect Rudy H.P. Markham For For Management
7 Elect Franck J. Moison For For Management
8 Elect Clark T. Randt, Jr. For For Management
9 Elect Christiana Smith Shi For For Management
10 Elect John T. Stankey For For Management
11 Elect Carol B. Tome For For Management
12 Elect Kevin M. Warsh For For Management
13 Advisory Vote on Executive Compensation For Against Management
14 Ratification of Auditor For For Management
15 Shareholder Proposal Regarding Against For Shareholder
Lobbying Report
16 Shareholder Proposal Regarding Against For Shareholder
Recapitalization
17 Shareholder Proposal Regarding Report Against For Shareholder
on Plans to Reduce Total Contribution
to Climate Change
--------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED
Ticker: UNH Security ID: 91324P102
Meeting Date: JUN 01, 2020 Meeting Type: Annual
Record Date: APR 07, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Richard T. Burke For For Management
2 Elect Timothy P. Flynn For For Management
3 Elect Stephen J. Hemsley For For Management
4 Elect Michele J. Hooper For For Management
5 Elect F. William McNabb, III For For Management
6 Elect Valerie C. Montgomery Rice For For Management
7 Elect John H. Noseworthy For For Management
8 Elect Glenn M. Renwick For For Management
9 Elect David S. Wichmann For For Management
10 Elect Gail R. Wilensky For For Management
11 Advisory Vote on Executive Compensation For For Management
12 Ratification of Auditor For For Management
13 Approval of the 2020 Stock Incentive For For Management
Plan
14 Shareholder Proposal Regarding Against Against Shareholder
Shareholder Approval of Bylaw
Amendments
--------------------------------------------------------------------------------
VISA INC.
Ticker: V Security ID: 92826C839
Meeting Date: JAN 28, 2020 Meeting Type: Annual
Record Date: NOV 29, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Lloyd A. Carney For For Management
2 Elect Mary B. Cranston For For Management
3 Elect Francisco Javier For For Management
Fernandez-Carbajal
4 Elect Alfred F. Kelly, Jr. For For Management
5 Elect Ramon L. Laguarta For For Management
6 Elect John F. Lundgren For For Management
7 Elect Robert W. Matschullat For For Management
8 Elect Denise M. Morrison For For Management
9 Elect Suzanne Nora Johnson For For Management
10 Elect John A.C. Swainson For For Management
11 Elect Maynard G. Webb, Jr. For For Management
12 Advisory Vote on Executive Compensation For For Management
13 Ratification of Auditor For For Management
========== 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.
VANGUARD SPECIALIZED FUNDS
By: /s/Mortimer J. Buckley
Mortimer J. Buckley*
Chief Executive Officer, President, and Trustee
Date: August 27, 2020
*By: /s/Anne E. Robinson
Anne E. Robinson, pursuant to a Power of Attorney filed on January 18, 2018,
see File Number 33-32216. Incorporated by Reference.