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: 811-5962 NAME OF REGISTRANT: VANGUARD VARIABLE INSURANCE 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: DECEMBER 31 DATE OF REPORTING PERIOD: JULY 1, 2019 - JUNE 30, 2020 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 81105962B Reporting Period: 07/01/2019 - 06/30/2020 VANGUARD VARIABLE INSURANCE FUNDS ========= VANGUARD VARIABLE INSURANCE FUND - CAPITAL GROWTH PORTFOLIO - ======== =============== 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. ALIBABA GROUP HOLDING LIMITED Ticker: BABA Security ID: 01609W102 Meeting Date: JUL 15, 2019 Meeting Type: Annual Record Date: JUN 07, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Share Subdivision For For Management 2.1 Elect Daniel Yong Zhang as Director For Against Management 2.2 Elect Chee Hwa Tung as Director For For Management 2.3 Elect Jerry Yang as Director For For Management 2.4 Elect Wan Ling Martello as Director For For Management 3 Ratify PricewaterhouseCoopers as For For Management Auditors -------------------------------------------------------------------------------- DELL TECHNOLOGIES INC. Ticker: DELL Security ID: 24703L202 Meeting Date: JUL 09, 2019 Meeting Type: Annual Record Date: MAY 13, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael S. Dell For Withhold Management 1.2 Elect Director David W. Dorman For For Management 1.3 Elect Director Egon Durban For Withhold Management 1.4 Elect Director William D. Green For For Management 1.5 Elect Director Ellen J. Kullman For For Management 1.6 Elect Director Simon Patterson For For Management 1.7 Elect Director Lynn M. Vojvodich 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 Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- DXC TECHNOLOGY COMPANY Ticker: DXC Security ID: 23355L106 Meeting Date: AUG 15, 2019 Meeting Type: Annual Record Date: JUN 18, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mukesh Aghi For For Management 1b Elect Director Amy E. Alving For For Management 1c Elect Director David L. Herzog For For Management 1d Elect Director Sachin Lawande For For Management 1e Elect Director J. Michael Lawrie For For Management 1f Elect Director Mary L. Krakauer For For Management 1g Elect Director Julio A. Portalatin For For Management 1h Elect Director Peter Rutland For For Management 1i Elect Director Michael J. Salvino For For Management 1j Elect Director Manoj P. Singh For For Management 1k Elect Director Robert F. Woods 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 -------------------------------------------------------------------------------- FEDEX CORPORATION Ticker: FDX Security ID: 31428X106 Meeting Date: SEP 23, 2019 Meeting Type: Annual Record Date: JUL 29, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John A. Edwardson For For Management 1.2 Elect Director Marvin R. Ellison For For Management 1.3 Elect Director Susan Patricia Griffith For For Management 1.4 Elect Director John C. (Chris) Inglis For For Management 1.5 Elect Director Kimberly A. Jabal For For Management 1.6 Elect Director Shirley Ann Jackson For For Management 1.7 Elect Director R. Brad Martin For For Management 1.8 Elect Director Joshua Cooper Ramo For For Management 1.9 Elect Director Susan C. Schwab For For Management 1.10 Elect Director Frederick W. Smith For For Management 1.11 Elect Director David P. Steiner For For Management 1.12 Elect Director Paul S. Walsh For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Report on Lobbying Payments and Policy Against Against Shareholder 6 Report on Employee Representation on Against Against Shareholder the Board of Directors -------------------------------------------------------------------------------- KLA CORPORATION Ticker: KLAC Security ID: 482480100 Meeting Date: NOV 05, 2019 Meeting Type: Annual Record Date: SEP 09, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward Barnholt For For Management 1.2 Elect Director Robert Calderoni For For Management 1.3 Elect Director Jeneanne Hanley For For Management 1.4 Elect Director Emiko Higashi For For Management 1.5 Elect Director Kevin Kennedy For For Management 1.6 Elect Director Gary Moore For For Management 1.7 Elect Director Kiran Patel For For Management 1.8 Elect Director Victor Peng For For Management 1.9 Elect Director Robert Rango For For Management 1.10 Elect Director Richard Wallace For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- NETAPP, INC. Ticker: NTAP Security ID: 64110D104 Meeting Date: SEP 12, 2019 Meeting Type: Annual Record Date: JUL 17, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director T. Michael Nevens For For Management 1b Elect Director Gerald Held For For Management 1c Elect Director Kathryn M. Hill For For Management 1d Elect Director Deborah L. Kerr For For Management 1e Elect Director George Kurian For For Management 1f Elect Director Scott F. Schenkel For For Management 1g Elect Director George T. Shaheen For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- PERSPECTA INC. Ticker: PRSP Security ID: 715347100 Meeting Date: AUG 13, 2019 Meeting Type: Annual Record Date: JUN 17, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sanju K. Bansal For For Management 1b Elect Director Sondra L. Barbour For For Management 1c Elect Director John M. Curtis For For Management 1d Elect Director Lisa S. Disbrow For For Management 1e Elect Director Glenn A. Eisenberg For Against Management 1f Elect Director Pamela O. Kimmet For For Management 1g Elect Director J. Michael Lawrie For For Management 1h Elect Director Ramzi M. Musallam For For Management 1i Elect Director Philip O. Nolan For For Management 1j Elect Director Michael E. Ventling 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 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- TRANSDIGM GROUP INCORPORATED Ticker: TDG Security ID: 893641100 Meeting Date: OCT 03, 2019 Meeting Type: Special Record Date: AUG 16, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Stock Option 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 ========= VANGUARD VARIABLE INSURANCE FUND - CAPITAL GROWTH ========= ========= PORTFOLIO - PRIMECAP ========= 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. ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 24, 2020 Meeting Type: Annual Record Date: FEB 26, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Robert J. Alpern For For Management 1.2 Elect Roxanne S. Austin For For Management 1.3 Elect Sally E. Blount For For Management 1.4 Elect Robert B. Ford For For Management 1.5 Elect Michelle A. Kumbier For For Management 1.6 Elect Edward M. Liddy For For Management 1.7 Elect Darren W. McDew For For Management 1.8 Elect Nancy McKinstry For For Management 1.9 Elect Phebe N. Novakovic For For Management 1.10 Elect William A. Osborn For For Management 1.11 Elect Daniel J. Starks For For Management 1.12 Elect John G. Stratton For For Management 1.13 Elect Glenn F. Tilton For For Management 1.14 Elect Miles D. White For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Shareholder Proposal Regarding Against Against Shareholder Lobbying Report 5 Shareholder Proposal Regarding Against Against Shareholder Disclosure of Adjustments to Non-GAAP Metrics in Executive Compensation 6 Shareholder Proposal Regarding Against Against Shareholder Shareholder Approval of Bylaw Amendments 7 Shareholder Proposal Regarding Simple Against For Shareholder Majority Vote -------------------------------------------------------------------------------- ACTIVISION BLIZZARD, INC. Ticker: ATVI Security ID: 00507V109 Meeting Date: JUN 11, 2020 Meeting Type: Annual Record Date: APR 15, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Reveta Bowers For For Management 2 Elect Robert J. Corti For For Management 3 Elect Hendrik Hartong III For For Management 4 Elect Brian G. Kelly For For Management 5 Elect Robert A. Kotick For For Management 6 Elect Barry Meyer For For Management 7 Elect Robert J. Morgado For For Management 8 Elect Peter Nolan For For Management 9 Elect Dawn Tarnofsky-Ostroff For For Management 10 Elect Casey Wasserman For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Ratification of Auditor For For Management 13 Shareholder Proposal Regarding Against Against Shareholder Political Contributions and Expenditures Report -------------------------------------------------------------------------------- ADOBE INC. Ticker: ADBE Security ID: 00724F101 Meeting Date: APR 09, 2020 Meeting Type: Annual Record Date: FEB 12, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Amy L. Banse For For Management 2 Elect Frank A. Calderoni For For Management 3 Elect James E. Daley For For Management 4 Elect Laura Desmond For For Management 5 Elect Charles M. Geschke For For Management 6 Elect Shantanu Narayen For For Management 7 Elect Kathleen Oberg For For Management 8 Elect Dheeraj Pandey For For Management 9 Elect David A. Ricks For For Management 10 Elect Daniel Rosensweig For For Management 11 Elect John E. Warnock For For Management 12 Approval of the 2020 Employee Stock For For Management Purchase Plan 13 Ratification of Auditor For For Management 14 Advisory Vote on Executive Compensation For For Management 15 Shareholder Proposal Regarding Median Against Against Shareholder Gender and Racial Pay Equity Report -------------------------------------------------------------------------------- AGILENT TECHNOLOGIES, INC. Ticker: A Security ID: 00846U101 Meeting Date: APR 17, 2020 Meeting Type: Annual Record Date: JAN 22, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Heidi K. Kunz For For Management 2 Elect Sue H. Rataj For For Management 3 Elect George A. Scangos For For Management 4 Elect Dow R. Wilson For For Management 5 Approval of the 2020 Employee Stock For For Management Purchase Plan 6 Advisory Vote on Executive Compensation For For Management 7 Ratification of Auditor For For Management -------------------------------------------------------------------------------- AIRBUS SE Ticker: AIR Security ID: N0280G100 Meeting Date: APR 16, 2020 Meeting Type: Annual Record Date: MAR 19, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Non-Voting Meeting Note N/A N/A Management 2 Non-Voting Agenda Item N/A N/A Management 3 Non-Voting Agenda Item N/A N/A Management 4 Non-Voting Agenda Item N/A N/A Management 5 Non-Voting Agenda Item N/A N/A Management 6 Non-Voting Agenda Item N/A N/A Management 7 Accounts and Reports For For Management 8 Ratification of Non-Executive For Against Management Directors' Acts 9 Ratification of Executive Director's For Against Management Acts 10 Appointment of Auditor For For Management 11 Remuneration Policy For For Management 12 Remuneration Report For Against Management 13 Elect Mark B. Dunkerley to the Board For For Management of Directors 14 Elect Stephan Gemkov to the Board of For For Management Directors 15 Elect Ralph D. Crosby, Jr. to the For For Management Board of Directors 16 Elect Lord Paul Drayson to the Board For For Management of Directors 17 Authority to Issue Shares w/ or w/o For For Management Preemptive Rights (Equity Plans) 18 Authority to Issue Shares w/ or w/o For For Management Preemptive Rights 19 Authority to Repurchase Shares For For Management 20 Cancellation of Shares For For Management 21 Non-Voting Agenda Item N/A N/A Management -------------------------------------------------------------------------------- ALASKA AIR GROUP, INC. Ticker: ALK Security ID: 011659109 Meeting Date: MAY 07, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Patricia M. Bedient For For Management 2 Elect James A. Beer For For Management 3 Elect Marion C. Blakey For For Management 4 Elect Raymond L. Conner For For Management 5 Elect Dhiren Fonseca For For Management 6 Elect Kathleen T. Hogan For For Management 7 Elect Susan J. Li For For Management 8 Elect Benito Minicucci For For Management 9 Elect Helvi K. Sandvik For For Management 10 Elect J. Kenneth Thompson For For Management 11 Elect Bradley D. Tilden For For Management 12 Elect Eric K. Yeaman For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Ratification of Auditor For For Management 15 Shareholder Proposal Regarding Against Against Shareholder Political Contributions and Expenditures Report 16 Shareholder Proposal Regarding Against Against Shareholder Lobbying Report -------------------------------------------------------------------------------- ALBEMARLE CORPORATION Ticker: ALB Security ID: 012653101 Meeting Date: MAY 05, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Advisory Vote on Executive Compensation For For Management 2 Elect M. Laurie Brlas For For Management 3 Elect Luther C. Kissam IV For For Management 4 Elect J. Kent Masters For For Management 5 Elect Glenda J. Minor For For Management 6 Elect James J. O'Brien For For Management 7 Elect Diarmuid B. O'Connell For For Management 8 Elect Dean Seavers For For Management 9 Elect Gerald A. Steiner For For Management 10 Elect Holly A. Van Deursen For For Management 11 Elect Alejandro D. Wolff For For Management 12 Ratification of Auditor For For Management -------------------------------------------------------------------------------- ALCON AG Ticker: ALC Security ID: H01301128 Meeting Date: MAY 06, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accounts and Reports For For Management 2 Ratification of Board and Management For For Management Acts 3 Allocation of Profits For For Management 4 Compensation Report For For Management 5 Board Compensation For For Management 6 Executive Compensation For For Management 7 Elect F. Michael Ball as Board Chair For For Management 8 Elect Lynn D. Bleil For For Management 9 Elect Arthur Cummings For For Management 10 Elect David Endicott For For Management 11 Elect Thomas Glanzmann For For Management 12 Elect D. Keith Grossman For For Management 13 Elect Scott H. Maw For For Management 14 Elect Karen J. May For For Management 15 Elect Ines Poschel For For Management 16 Elect Dieter Spalti For For Management 17 Elect Thomas Glanzmann as Compensation For For Management Committee Member 18 Elect D. Keith Grossman as For For Management Compensation Committee Member 19 Elect Karen J. May as Compensation For For Management Committee Member 20 Elect Ines Poschel as Compensation For For Management Committee Member 21 Appointment of Independent Proxy For For Management 22 Appointment of Auditor For For Management 23 Additional or Amended Proposals N/A Abstain Management -------------------------------------------------------------------------------- ALPHABET INC. Ticker: GOOGL Security ID: 02079K305 Meeting Date: JUN 03, 2020 Meeting Type: Annual Record Date: APR 07, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Larry Page For For Management 1.2 Elect Sergey Brin For For Management 1.3 Elect Sundar Pichai For For Management 1.4 Elect John L. Hennessy For For Management 1.5 Elect Frances H. Arnold For For Management 1.6 Elect L. John Doerr For For Management 1.7 Elect Roger W. Ferguson, Jr. For For Management 1.8 Elect Ann Mather For For Management 1.9 Elect Alan R. Mulally For For Management 1.10 Elect K. Ram Shriram For For Management 1.11 Elect Robin L. Washington For For Management 2 Ratification of Auditor For For Management 3 Amendment to the 2012 Stock Plan For For Management 4 Advisory Vote on Executive Compensation For For Management 5 Shareholder Proposal Regarding Against Against Shareholder Recapitalization 6 Shareholder Proposal Regarding Report Against Against Shareholder on the Use of Contractual Provisions Requiring Arbitration in Employment-Related Claims 7 Shareholder Proposal Regarding the Against Against Shareholder Establishment of a Human Rights Risk Oversight Committee 8 Shareholder Proposal Regarding Against Against Shareholder Shareholder Approval of Bylaw Amendments 9 Shareholder Proposal Regarding Linking Against Against Shareholder Executive Pay to Sustainability and Diversity 10 Shareholder Proposal Regarding Report Against Against Shareholder on Government Takedown Requests 11 Shareholder Proposal Regarding Against For Shareholder Majority Vote for Election of Directors 12 Shareholder Proposal Regarding Median Against Against Shareholder Gender and Racial Pay Equity Report 13 Shareholder Proposal Regarding Human Against Against Shareholder Rights/ Civil Rights Expertise on Board 14 Shareholder Proposal Regarding Report Against Against Shareholder on Whistleblower Policies -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: APR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Jeffrey P. Bezos For For Management 2 Elect Rosalind G. Brewer For For Management 3 Elect Jamie S. Gorelick For For Management 4 Elect Daniel P. Huttenlocher For For Management 5 Elect Judith A. McGrath For For Management 6 Elect Indra K. Nooyi For For Management 7 Elect Jonathan J. Rubinstein For For Management 8 Elect Thomas O. Ryder For For Management 9 Elect Patricia Q. Stonesifer For For Management 10 Elect Wendell P. Weeks For For Management 11 Ratification of Auditor For For Management 12 Advisory Vote on Executive Compensation For For Management 13 Reduce Ownership Threshold for For Against Management Shareholders to Call Special Meetings 14 Shareholder Proposal Regarding Report Against Against Shareholder on Food Waste 15 Shareholder Proposal Regarding Report Against Against Shareholder on Customer Due Diligence 16 Shareholder Proposal Regarding the Against Against Shareholder Human Rights Impacts of Facial Recognition Technology 17 Shareholder Proposal Regarding Report Against Against Shareholder on Hate Speech and Sale of Offensive Products 18 Shareholder Proposal Regarding Against Against Shareholder Independent Chair 19 Shareholder Proposal Regarding Median Against Against Shareholder Gender and Racial Pay Equity Report 20 Shareholder Proposal Regarding Report Against Against Shareholder on Community Impacts 21 Shareholder Proposal Regarding Report Against Against Shareholder on Viewpoint Discrimination 22 Shareholder Proposal Regarding Report Against Against Shareholder on Promotion Data 23 Shareholder Proposal Regarding Right Against Against Shareholder to Call Special Meetings 24 Shareholder Proposal Regarding Human Against Against Shareholder Rights Impact Assessment 25 Shareholder Proposal Regarding Against Against Shareholder Lobbying Report -------------------------------------------------------------------------------- AMERICAN AIRLINES GROUP INC. Ticker: AAL Security ID: 02376R102 Meeting Date: JUN 10, 2020 Meeting Type: Annual Record Date: APR 14, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect James F. Albaugh For For Management 2 Elect Jeffrey D. Benjamin For For Management 3 Elect John T. Cahill For For Management 4 Elect Michael J. Embler For For Management 5 Elect Matthew J. Hart For For Management 6 Elect Susan D. Kronick For For Management 7 Elect Martin H. Nesbitt For For Management 8 Elect Denise M. O'Leary For For Management 9 Elect W. Douglas Parker For For Management 10 Elect Ray M. Robinson For For Management 11 Ratification of Auditor For For Management 12 Advisory Vote on Executive Compensation For For Management 13 Shareholder Proposal Regarding Against Against Shareholder Political Contributions and Expenditures Report -------------------------------------------------------------------------------- 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 Against Shareholder Independent Chair -------------------------------------------------------------------------------- ANALOG DEVICES, INC. Ticker: ADI Security ID: 032654105 Meeting Date: MAR 11, 2020 Meeting Type: Annual Record Date: JAN 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Ray Stata For For Management 2 Elect Vincent Roche For For Management 3 Elect James A. Champy For For Management 4 Elect Anantha P. Chandrakasan For For Management 5 Elect Bruce R. Evans For For Management 6 Elect Edward H. Frank For For Management 7 Elect Karen M. Golz For For Management 8 Elect Mark M. Little For For Management 9 Elect Kenton J. Sicchitano For For Management 10 Elect Susie Wee For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Approval of the 2020 Equity Incentive For For Management Plan 13 Ratification of Auditor For For Management -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 26, 2020 Meeting Type: Annual Record Date: JAN 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect James A. Bell For For Management 2 Elect Timothy D. Cook For For Management 3 Elect Albert A. Gore For For Management 4 Elect Andrea Jung For For Management 5 Elect Arthur D. Levinson For For Management 6 Elect Ronald D. Sugar For For Management 7 Elect Susan L. Wagner For For Management 8 Ratification of Auditor For For Management 9 Advisory Vote on Executive Compensation For For Management 10 Shareholder Proposal Regarding Proxy Against Against Shareholder Access Bylaw Amendment 11 Shareholder Proposal Regarding Linking Against Against Shareholder Executive Pay to Sustainability 12 Shareholder Proposal Regarding Freedom Against Against Shareholder of Expression and Access to Information -------------------------------------------------------------------------------- ASTRAZENECA PLC Ticker: AZN Security ID: 046353108 Meeting Date: APR 29, 2020 Meeting Type: Annual Record Date: FEB 26, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accounts and Reports For For Management 2 Allocation of Profits/Dividends For For Management 3 Appointment of Auditor For For Management 4 Authority to Set Auditor's Fees For For Management 5 Elect Leif Johansson For For Management 6 Elect Pascal Soriot For For Management 7 Elect Marc Dunoyer For For Management 8 Elect Genevieve B. Berger For For Management 9 Elect Philip Broadley For For Management 10 Elect Graham A. Chipchase For For Management 11 Elect Michel Demare For For Management 12 Elect Deborah DiSanzo Eldracher For For Management 13 Elect Sheri McCoy For For Management 14 Elect Tony SK MOK For For Management 15 Elect Nazneen Rahman For For Management 16 Elect Marcus Wallenberg For For Management 17 Remuneration Report (Advisory) For For Management 18 Remuneration Policy (Binding) For For Management 19 Authorisation of Political Donations For For Management 20 Authority to Issue Shares w/ For For Management Preemptive Rights 21 Authority to Issue Shares w/o For For Management Preemptive Rights 22 Authority to Issue Shares w/o For For Management Preemptive Rights (Specified Capital Investment) 23 Authority to Repurchase Shares For For Management 24 Authority to Set General Meeting For For Management Notice Period at 14 Days 25 2020 Performance Share Plan For For Management -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505104 Meeting Date: APR 22, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Sharon L. Allen For For Management 2 Elect Susan S. Bies For For Management 3 Elect Jack O. Bovender, Jr. For For Management 4 Elect Frank P. Bramble, Sr. For For Management 5 Elect Pierre J. P. de Weck For For Management 6 Elect Arnold W. Donald For For Management 7 Elect Linda P. Hudson For For Management 8 Elect Monica C. Lozano For For Management 9 Elect Thomas J. May For For Management 10 Elect Brian T. Moynihan For For Management 11 Elect Lionel L. Nowell, III For For Management 12 Elect Denise L. Ramos For For Management 13 Elect Clayton S. Rose For For Management 14 Elect Michael D. White For For Management 15 Elect Thomas D. Woods For For Management 16 Elect R. David Yost For For Management 17 Elect Maria T. Zuber For For Management 18 Advisory Vote on Executive Compensation For For Management 19 Ratification of Auditor For For Management 20 Shareholder Proposal Regarding Proxy Against Against Shareholder Access Bylaw Amendment 21 Shareholder Proposal Regarding Right Against Against Shareholder to Act by Written Consent 22 Shareholder Proposal Regarding Median Against Against Shareholder Gender and Racial Pay Equity Report 23 Shareholder Proposal Regarding Purpose Against Against Shareholder of a Corporation -------------------------------------------------------------------------------- BIOGEN INC. Ticker: BIIB Security ID: 09062X103 Meeting Date: JUN 03, 2020 Meeting Type: Annual Record Date: APR 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Alexander J. Denner For Against Management 2 Elect Caroline D. Dorsa For Against Management 3 Elect William A. Hawkins For Against Management 4 Elect Nancy L. Leaming For Against Management 5 Elect Jesus B. Mantas For Against Management 6 Elect Richard C. Mulligan For Against Management 7 Elect Robert W. Pangia For Against Management 8 Elect Stelios Papadopoulos For Against Management 9 Elect Brian S. Posner For Against Management 10 Elect Eric K. Rowinsky For Against Management 11 Elect Stephen A. Sherwin For Against Management 12 Elect Michel Vounatsos For Against Management 13 Ratification of Auditor For For Management 14 Advisory Vote on Executive Compensation For Against Management -------------------------------------------------------------------------------- BIOMARIN PHARMACEUTICAL INC. Ticker: BMRN Security ID: 09061G101 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: MAR 30, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Jean-Jacques Bienaime For For Management 1.2 Elect Elizabeth McKee Anderson For For Management 1.3 Elect Willard H. Dere For For Management 1.4 Elect Michael Grey For For Management 1.5 Elect Elaine J. Heron For For Management 1.6 Elect Robert J. Hombach For For Management 1.7 Elect V. Bryan Lawlis For For Management 1.8 Elect Richard A. Meier For For Management 1.9 Elect David E.I. Pyott For For Management 1.10 Elect Dennis J. Slamon For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- BLACKBERRY LIMITED Ticker: BB Security ID: 09228F103 Meeting Date: JUN 23, 2020 Meeting Type: Annual Record Date: MAY 04, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect John Chen For For Management 1.2 Elect Michael A. Daniels For For Management 1.3 Elect Timothy Dattels For For Management 1.4 Elect Lisa Disbrow For For Management 1.5 Elect Richard Lynch For For Management 1.6 Elect Laurie Smaldone Alsup For For Management 1.7 Elect Barbara Stymiest For For Management 1.8 Elect V. Prem Watsa For For Management 1.9 Elect Wayne Wouters For For Management 2 Appointment of Auditor and Authority For For Management to Set Fees 3 Equity Incentive Plan Renewal For For Management 4 Renewal of the Deferred Share Unit Plan For For Management 5 Amendment to the Employee Share For For Management Purchase Plan 6 Advisory Vote on Executive Compensation For For Management 7 Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORPORATION Ticker: BSX Security ID: 101137107 Meeting Date: MAY 07, 2020 Meeting Type: Annual Record Date: MAR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Nelda J. Connors For For Management 2 Elect Charles J. Dockendorff For For Management 3 Elect Yoshiaki Fujimori For For Management 4 Elect Donna A. James For For Management 5 Elect Edward J. Ludwig For For Management 6 Elect Stephen P. MacMillan For For Management 7 Elect Michael F. Mahoney For For Management 8 Elect David J. Roux For For Management 9 Elect John E. Sununu For For Management 10 Elect Ellen M. Zane For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Amendment to the 2011 Long-Term For For Management Incentive Plan 13 Ratification of Auditor For For Management 14 Shareholder Proposal Regarding Report Against Against Shareholder on Non-Management Employee Representation on the Board -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY Security ID: 110122108 Meeting Date: MAY 05, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Peter J. Arduini For Against Management 2 Elect Robert J. Bertolini For Against Management 3 Elect Michael W. Bonney For For Management 4 Elect Giovanni Caforio For Against Management 5 Elect Matthew W. Emmens For Against Management 6 Elect Julia A. Haller For For Management 7 Elect Dinesh C. Paliwal For Against Management 8 Elect Theodore R. Samuels, II For Against Management 9 Elect Vicki L. Sato For Against Management 10 Elect Gerald Storch For Against Management 11 Elect Karen H. Vousden For Against Management 12 Elect Phyllis R. Yale For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Ratification of Auditor For For Management 15 Shareholder Proposal Regarding Against Against Shareholder Independent Chair 16 Shareholder Proposal Regarding Right Against Against Shareholder to Act by Written Consent -------------------------------------------------------------------------------- CARNIVAL CORPORATION Ticker: CCL Security ID: 143658300 Meeting Date: APR 06, 2020 Meeting Type: Annual Record Date: FEB 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Micky Arison For For Management 2 Elect Jonathon Band For For Management 3 Elect Jason G. Cahilly For For Management 4 Elect Helen Deeble For For Management 5 Elect Arnold W. Donald For For Management 6 Elect Richard J. Glasier For For Management 7 Elect Katie Lahey For For Management 8 Elect John Parker For For Management 9 Elect Stuart Subotnick For For Management 10 Elect Laura A. Weil For For Management 11 Elect Randall J. Weisenburger For For Management 12 Advisory Vote on Executive Compensation For For Management 13 Approval of Directors' Remuneration For For Management Report 14 Approval of Director's Remuneration For For Management Policy 15 Appointment of Auditor For For Management 16 Authority to Set Fees For For Management 17 Accounts and Reports For For Management 18 Authority to Issue Shares w/ For For Management Preemptive Rights 19 Authority to Issue Shares w/o For For Management Preemptive Rights 20 Authority to Repurchase Shares For For Management 21 Approval of 2020 Stock Plan For For Management 22 Approval of Employee Stock Purchase For For Management Plan -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: JUN 10, 2020 Meeting Type: Annual Record Date: APR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Kelly A. Ayotte For For Management 2 Elect David L. Calhoun For For Management 3 Elect Daniel M. Dickinson For For Management 4 Elect Juan Gallardo For For Management 5 Elect William A. Osborn For For Management 6 Elect Debra L. Reed-Klages For For Management 7 Elect Edward B. Rust, Jr. For For Management 8 Elect Susan C. Schwab For For Management 9 Elect D. James Umpleby III For For Management 10 Elect Miles D. White For For Management 11 Elect Rayford Wilkins Jr. 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 Lobbying Report 15 Shareholder Proposal Regarding Against Against Shareholder Independent Chair 16 Shareholder Proposal Regarding Right Against Against Shareholder to Act by Written Consent -------------------------------------------------------------------------------- CHARTER COMMUNICATIONS, INC. Ticker: CHTR Security ID: 16119P108 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect W. Lance Conn For For Management 2 Elect Kim C. Goodman For For Management 3 Elect Craig A. Jacobson For For Management 4 Elect Gregory B. Maffei For For Management 5 Elect John D. Markley, Jr. For For Management 6 Elect David C. Merritt For For Management 7 Elect James E. Meyer For For Management 8 Elect Steven A. Miron For For Management 9 Elect Balan Nair For For Management 10 Elect Michael A. Newhouse For For Management 11 Elect Mauricio Ramos For For Management 12 Elect Thomas M. Rutledge For For Management 13 Elect Eric L. Zinterhofer 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 Independent Chair -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: DEC 10, 2019 Meeting Type: Annual Record Date: OCT 11, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect M. Michele Burns For For Management 2 Elect Wesley G. Bush For For Management 3 Elect Michael D. Capellas For For Management 4 Elect Mark Garrett For For Management 5 Elect Kristina M. Johnson For For Management 6 Elect Roderick C. McGeary For For Management 7 Elect Charles H. Robbins For For Management 8 Elect Arun Sarin For For Management 9 Elect Brenton L. Saunders For For Management 10 Elect Carol B. Tome For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Ratification of Auditor For For Management 13 Shareholder Proposal Regarding Against Against Shareholder Independent Board Chair -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967424 Meeting Date: APR 21, 2020 Meeting Type: Annual Record Date: FEB 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Michael L. Corbat For For Management 2 Elect Ellen M. Costello For For Management 3 Elect Grace E Dailey For For Management 4 Elect Barbara J. Desoer For For Management 5 Elect John C. Dugan For For Management 6 Elect Duncan P. Hennes For For Management 7 Elect Peter B. Henry For For Management 8 Elect S. Leslie Ireland For For Management 9 Elect Lew W. Jacobs, IV For For Management 10 Elect Renee J. James For For Management 11 Elect Gary M. Reiner For For Management 12 Elect Diana L. Taylor For For Management 13 Elect James S. Turley For For Management 14 Elect Deborah C. Wright For For Management 15 Elect Alexander R. Wynaendts For For Management 16 Elect Ernesto Zedillo Ponce de Leon For For Management 17 Ratification of Auditor For For Management 18 Advisory Vote on Executive Compensation For For Management 19 Amendment to the 2019 Stock Incentive For For Management Plan 20 Shareholder Proposal Regarding Against Against Shareholder Amendment to Proxy Access Bylaw 21 Shareholder Proposal Regarding Purpose Against Against Shareholder of Corporation 22 Shareholder Proposal Regarding Against Against Shareholder Lobbying Report -------------------------------------------------------------------------------- CME GROUP INC. Ticker: CME Security ID: 12572Q105 Meeting Date: MAY 06, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Terrence A. Duffy For For Management 2 Elect Timothy S. Bitsberger For For Management 3 Elect Charles P. Carey For For Management 4 Elect Dennis H. Chookaszian For For Management 5 Elect Bryan T. Durkin For For Management 6 Elect Ana Dutra For For Management 7 Elect Martin J. Gepsman For For Management 8 Elect Larry G. Gerdes For For Management 9 Elect Daniel R. Glickman For For Management 10 Elect Daniel G. Kaye For For Management 11 Elect Phyllis M. Lockett For For Management 12 Elect Deborah J. Lucas For For Management 13 Elect Terry L. Savage For For Management 14 Elect Rahael Seifu For For Management 15 Elect William R. Shepard For For Management 16 Elect Howard J. Siegel For For Management 17 Elect Dennis A. Suskind For For Management 18 Ratification of Auditor For For Management 19 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: JUN 03, 2020 Meeting Type: Annual Record Date: APR 03, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Kenneth J. Bacon For For Management 1.2 Elect Madeline S. Bell For For Management 1.3 Elect Naomi M. Bergman For For Management 1.4 Elect Edward D. Breen For For Management 1.5 Elect Gerald L. Hassell For For Management 1.6 Elect Jeffrey A. Honickman For For Management 1.7 Elect Maritza Gomez Montiel For For Management 1.8 Elect Asuka Nakahara For For Management 1.9 Elect David C. Novak For For Management 1.10 Elect Brian L. Roberts For For Management 2 Ratification of Auditor For For Management 3 Amendment to the 2003 Stock Option Plan For For Management 4 Amendment to the 2002 Restricted Stock For For Management Plan 5 Advisory vote on executive compensation For For Management 6 Shareholder Proposal Regarding Against Against Shareholder Lobbying Report 7 Shareholder Proposal Regarding Against Against Shareholder Independent Chair 8 Shareholder Proposal Regarding Against Against Shareholder Independent Investigation and Report on Sexual Harassment -------------------------------------------------------------------------------- CORNING INCORPORATED Ticker: GLW Security ID: 219350105 Meeting Date: APR 30, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Donald W. Blair For For Management 2 Elect Leslie A. Brun For For Management 3 Elect Stephanie A. Burns For For Management 4 Elect Richard T. Clark For For Management 5 Elect Robert F. Cummings, Jr. For For Management 6 Elect Deborah A. Henretta For For Management 7 Elect Daniel P. Huttenlocher For For Management 8 Elect Kurt M. Landgraf For For Management 9 Elect Kevin J. Martin For For Management 10 Elect Deborah D. Rieman For For Management 11 Elect Hansel E. Tookes II For For Management 12 Elect Wendell P. Weeks For For Management 13 Elect Mark S. Wrighton For For Management 14 Advisory Vote on Executive Compensation For For Management 15 Ratification of Auditor For For Management -------------------------------------------------------------------------------- CORTEVA, INC. Ticker: CTVA Security ID: 22052L104 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Lamberto Andreotti For For Management 2 Elect Robert A. Brown For For Management 3 Elect James C. Collins Jr. For For Management 4 Elect Klaus Engel For For Management 5 Elect Michael O. Johanns For For Management 6 Elect Lois D. Juliber For For Management 7 Elect Rebecca B. Liebert For For Management 8 Elect Marcos Marinho Lutz For For Management 9 Elect Nayaki R. Nayyar For For Management 10 Elect Gregory R. Page For For Management 11 Elect Lee M. Thomas For For Management 12 Elect Patrick J. Ward For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 15 Ratification of Auditor For For Management 16 Approval of the Omnibus Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- CSX CORPORATION Ticker: CSX Security ID: 126408103 Meeting Date: MAY 06, 2020 Meeting Type: Annual Record Date: MAR 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Donna M. Alvarado For For Management 2 Elect Pamela L. Carter For For Management 3 Elect James M. Foote For For Management 4 Elect Steven T. Halverson For For Management 5 Elect Paul C. Hilal For For Management 6 Elect John D. McPherson For For Management 7 Elect David M. Moffett For For Management 8 Elect Linda H. Riefler For For Management 9 Elect Suzanne M. Vautrinot For For Management 10 Elect J. Steven Whisler For For Management 11 Elect John J. Zillmer For For Management 12 Ratification of Auditor For For Management 13 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- CVS HEALTH CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 18, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Fernando Aguirre For For Management 2 Elect C. David Brown II For For Management 3 Elect Alecia A. DeCoudreaux For For Management 4 Elect Nancy-Ann M. DeParle For For Management 5 Elect David W. Dorman For For Management 6 Elect Roger N. Farah For For Management 7 Elect Anne M. Finucane For For Management 8 Elect Edward J. Ludwig For For Management 9 Elect Larry J. Merlo For For Management 10 Elect Jean-Pierre Millon For For Management 11 Elect Mary L. Schapiro For For Management 12 Elect William C. Weldon For For Management 13 Elect Tony L. White For For Management 14 Ratification of Auditor For For Management 15 Advisory Vote on Executive Compensation For For Management 16 Amendment to the 2017 Incentive For For Management Compensation Plan 17 Amendment to the 2007 Employee Stock For For Management Purchase Plan 18 Shareholder Proposal Regarding Against For Shareholder Reducing Ownership Threshold Required to Act by Written Consent 19 Shareholder Proposal Regarding Against Against Shareholder Independent Chair -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- DELTA AIR LINES, INC. Ticker: DAL Security ID: 247361702 Meeting Date: JUN 18, 2020 Meeting Type: Annual Record Date: APR 30, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Edward H. Bastian For For Management 2 Elect Francis S. Blake For For Management 3 Elect Ashton B. Carter For For Management 4 Elect David G. DeWalt For For Management 5 Elect William H. Easter III For For Management 6 Elect Christopher A. Hazleton For For Management 7 Elect Michael P. Huerta For For Management 8 Elect Jeanne P. Jackson For For Management 9 Elect George N. Mattson For For Management 10 Elect Sergio A. L. Rial For For Management 11 Elect David. S. Taylor For For Management 12 Elect Kathy N. Waller For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Ratification of Auditor For For Management 15 Shareholder Proposal Regarding Right Against For Shareholder to Act by Written Consent 16 Shareholder Proposal Regarding Against Against Shareholder Lobbying Activity Alignment with the Paris Agreement 17 Shareholder Proposal Regarding Against Against Shareholder Political Contributions and Expenditures Report 18 Shareholder Proposal Regarding Report Against Against Shareholder on Measures Taken to Prevent Sexual Harassment -------------------------------------------------------------------------------- DISCOVER FINANCIAL SERVICES Ticker: DFS Security ID: 254709108 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Jeffrey S. Aronin For For Management 2 Elect Mary K. Bush For For Management 3 Elect Gregory C. Case For For Management 4 Elect Candace H. Duncan For For Management 5 Elect Joseph F. Eazor For For Management 6 Elect Cynthia A. Glassman For For Management 7 Elect Roger C. Hochschild For For Management 8 Elect Thomas G. Maheras For For Management 9 Elect Michael H. Moskow For For Management 10 Elect Mark A. Thierer For For Management 11 Elect Lawrence A. Weinbach For For Management 12 Elect Jennifer L. Wong For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Ratification of Auditor For For Management -------------------------------------------------------------------------------- DOW INC. Ticker: DOW Security ID: 260557103 Meeting Date: APR 09, 2020 Meeting Type: Annual Record Date: FEB 12, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Samuel R. Allen For For Management 2 Elect Ajay Banga For For Management 3 Elect Jacqueline K. Barton For For Management 4 Elect James A. Bell For For Management 5 Elect Wesley G. Bush For For Management 6 Elect Richard K. Davis For For Management 7 Elect Jeff M. Fettig For For Management 8 Elect Jim Fitterling For For Management 9 Elect Jacqueline C. Hinman For For Management 10 Elect Jill S. Wyant For For Management 11 Elect Daniel W. Yohannes For For Management 12 Advisory Vote on Executive Compensation For For Management 13 Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 14 Ratification of Auditor For For Management -------------------------------------------------------------------------------- DUPONT DE NEMOURS, INC. Ticker: DD Security ID: 26614N102 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: APR 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Amy G. Brady For For Management 2 Elect Edward D. Breen For For Management 3 Elect Ruby R. Chandy For For Management 4 Elect Franklin K. Clyburn, Jr. For For Management 5 Elect Terrence R. Curtin For For Management 6 Elect Alexander M. Cutler For For Management 7 Elect Eleuthere I. du Pont For For Management 8 Elect Rajiv L. Gupta For For Management 9 Elect Luther C. Kissam IV For For Management 10 Elect Frederick M. Lowery For For Management 11 Elect Raymond J. Milchovich For For Management 12 Elect Steven M. Sterin For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Approval of the 2020 Equity Incentive For For Management Plan 15 Ratification of Auditor For For Management 16 Shareholder Proposal Regarding Right Against For Shareholder to Call Special Meetings 17 Shareholder Proposal Regarding Against Against Shareholder Employee Board Advisory Position -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: JUN 29, 2020 Meeting Type: Annual Record Date: MAY 11, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Anthony J. Bates For For Management 2 Elect Adriane M. Brown For For Management 3 Elect Jesse A. Cohn For For Management 4 Elect Diana Farrell For For Management 5 Elect Logan D. Green For For Management 6 Elect Bonnie S. Hammer For For Management 7 Elect Jamie Iannone For For Management 8 Elect Kathleen C. Mitic For For Management 9 Elect Matthew J. Murphy For For Management 10 Elect Pierre M. Omidyar For For Management 11 Elect Paul S. Pressler For For Management 12 Elect Robert H. Swan For For Management 13 Elect Perry M. Traquina For For Management 14 Ratification of Auditor For For Management 15 Advisory Vote on Executive Compensation For For Management 16 Shareholder Proposal Regarding Right Against For Shareholder to Act by Written Consent -------------------------------------------------------------------------------- ELANCO ANIMAL HEALTH INCORPORATED Ticker: ELAN Security ID: 28414H103 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Michael J. Harrington For For Management 2 Elect Deborah T. Kochevar For For Management 3 Elect Kirk McDonald For For Management 4 Ratification of Auditor For For Management 5 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- ELI LILLY AND COMPANY Ticker: LLY Security ID: 532457108 Meeting Date: MAY 04, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Michael L. Eskew For For Management 2 Elect William G. Kaelin, Jr. For For Management 3 Elect David A. Ricks For For Management 4 Elect Marschall S. Runge For For Management 5 Elect Karen Walker For For Management 6 Advisory Vote on Executive Compensation For For Management 7 Ratification of Auditor For For Management 8 Repeal of Classified Board For For Management 9 Elimination of Supermajority For For Management Requirement 10 Shareholder Proposal Regarding Against Against Shareholder Lobbying Report 11 Shareholder Proposal Regarding Forced Against Against Shareholder Swim Test 12 Shareholder Proposal Regarding Against Against Shareholder Independent Chair 13 Shareholder Proposal Regarding Against Against Shareholder Disclosure of Board Qualifications 14 Shareholder Proposal Regarding Report Against Against Shareholder on Linking Executive Compensation to Public Concern Over Drug Pricing 15 Shareholder Proposal Regarding Bonus Against Against Shareholder Deferral Policy 16 Shareholder Proposal Regarding Against Against Shareholder Recoupment Report -------------------------------------------------------------------------------- ENTEGRIS, INC. Ticker: ENTG Security ID: 29362U104 Meeting Date: APR 29, 2020 Meeting Type: Annual Record Date: MAR 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Michael A. Bradley For For Management 2 Elect R. Nicholas Burns For For Management 3 Elect James F. Gentilcore For For Management 4 Elect James P. Lederer For For Management 5 Elect Bertrand Loy For For Management 6 Elect Paul L.H. Olson For For Management 7 Elect Azita Saleki-Gerhardt For For Management 8 Elect Brian Sullivan For For Management 9 Ratification of Auditor For For Management 10 Advisory Vote on Executive Compensation For For Management 11 Approval of the 2020 Stock Plan For For Management -------------------------------------------------------------------------------- EOG RESOURCES, INC. Ticker: EOG Security ID: 26875P101 Meeting Date: APR 30, 2020 Meeting Type: Annual Record Date: MAR 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Janet F. Clark For For Management 2 Elect Charles R. Crisp For For Management 3 Elect Robert P. Daniels For For Management 4 Elect James C. Day For For Management 5 Elect C. Christopher Gaut For For Management 6 Elect Julie J. Robertson For For Management 7 Elect Donald F. Textor For For Management 8 Elect William R. Thomas For For Management 9 Ratification of Auditor For For Management 10 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- FACEBOOK, INC. Ticker: FB Security ID: 30303M102 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: APR 03, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Peggy Alford For For Management 1.2 Elect Marc L. Andreessen For For Management 1.3 Elect Andrew W. Houston For For Management 1.4 Elect Nancy Killefer For For Management 1.5 Elect Robert M. Kimmitt For For Management 1.6 Elect Sheryl K. Sandberg For For Management 1.7 Elect Peter A. Thiel For For Management 1.8 Elect Tracey T. Travis For For Management 1.9 Elect Mark Zuckerberg For For Management 2 Ratification of Auditor For For Management 3 Director Compensation Policy For For Management 4 Shareholder Proposal Regarding Against Against Shareholder Recapitalization 5 Shareholder Proposal Regarding Against Against Shareholder Independent Chair 6 Shareholder Proposal Regarding Against For Shareholder Majority Vote for Election of Directors 7 Shareholder Proposal Regarding Report Against Against Shareholder on Political Advertising 8 Shareholder Proposal Regarding Human Against Against Shareholder Rights/ Civil Rights Expertise on Board 9 Shareholder Proposal Regarding Report Against Against Shareholder on Board Oversight of Civil and Human Rights Risks 10 Shareholder Proposal Regarding Report Against Against Shareholder on Online Child Exploitation 11 Shareholder Proposal Regarding Median Against Against Shareholder Gender and Racial Pay Equity Report -------------------------------------------------------------------------------- HESS CORPORATION Ticker: HES Security ID: 42809H107 Meeting Date: JUN 03, 2020 Meeting Type: Annual Record Date: APR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Terrence J. Checki For For Management 2 Elect Leonard S. Coleman, Jr. For For Management 3 Elect Joaquin Duato For For Management 4 Elect John B. Hess For For Management 5 Elect Edith E. Holiday For For Management 6 Elect Marc S. Lipschultz For For Management 7 Elect David McManus For For Management 8 Elect Kevin O. Meyers For For Management 9 Elect James H. Quigley For For Management 10 Elect William G. Schrader For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Ratification of Auditor For For Management -------------------------------------------------------------------------------- HEWLETT PACKARD ENTERPRISE COMPANY Ticker: HPE Security ID: 42824C109 Meeting Date: APR 01, 2020 Meeting Type: Annual Record Date: FEB 03, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Daniel Ammann For For Management 2 Elect Pamela L. Carter For For Management 3 Elect Jean M. Hobby For For Management 4 Elect George R. Kurtz For For Management 5 Elect Raymond J. Lane For For Management 6 Elect Ann M. Livermore For For Management 7 Elect Antonio F. Neri For For Management 8 Elect Charles H. Noski For For Management 9 Elect Raymond E. Ozzie For For Management 10 Elect Gary M. Reiner For For Management 11 Elect Patricia F. Russo For For Management 12 Elect Lip-Bu Tan For For Management 13 Elect Mary Agnes Wilderotter For For Management 14 Ratification of Auditor For For Management 15 Advisory Vote on Executive Compensation For For Management 16 Shareholder Proposal Regarding Against Against Shareholder Shareholder Approval of Bylaw Amendments -------------------------------------------------------------------------------- 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 Against Shareholder Lobbying Report -------------------------------------------------------------------------------- HP INC. Ticker: HPQ Security ID: 40434L105 Meeting Date: MAY 12, 2020 Meeting Type: Annual Record Date: MAR 25, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Aida M. Alvarez For For Management 1.2 Elect Shumeet Banerji For For Management 1.3 Elect Robert R. Bennett For For Management 1.4 Elect Charles V. Bergh For For Management 1.5 Elect Stacy Brown-Philpot For For Management 1.6 Elect Stephanie A. Burns For For Management 1.7 Elect Mary Anne Citrino For For Management 1.8 Elect Richard L. Clemmer For For Management 1.9 Elect Enrique Lores For For Management 1.10 Elect Yoky Matsuoka For For Management 1.11 Elect Stacey J. Mobley For For Management 1.12 Elect Subra Suresh For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Employee Stock Purchase Plan For For Management 5 Shareholder Proposal Regarding Right Against Against Shareholder to Act by Written Consent -------------------------------------------------------------------------------- INTEL CORPORATION Ticker: INTC Security ID: 458140100 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect James J. Goetz For For Management 2 Elect Alyssa Henry For For Management 3 Elect Omar Ishrak For For Management 4 Elect Risa Lavizzo-Mourey For For Management 5 Elect Tsu-Jae King Liu For For Management 6 Elect Gregory D. Smith For For Management 7 Elect Robert H. Swan For For Management 8 Elect Andrew Wilson For For Management 9 Elect Frank D. Yeary For For Management 10 Ratification of Auditor For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Amendment to the 2006 Employee Stock For For Management Purchase Plan 13 Shareholder Proposal Regarding Right Against Against Shareholder to Act by Written Consent 14 Shareholder Proposal Regarding Median Against Against Shareholder Gender and Racial Pay Equity Report -------------------------------------------------------------------------------- INTUIT INC. Ticker: INTU Security ID: 461202103 Meeting Date: JAN 23, 2020 Meeting Type: Annual Record Date: NOV 25, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Eve Burton For For Management 2 Elect Scott D. Cook For For Management 3 Elect Richard Dalzell For For Management 4 Elect Sasan Goodarzi For For Management 5 Elect Deborah Liu For For Management 6 Elect Suzanne Nora Johnson For For Management 7 Elect Dennis D. Powell For For Management 8 Elect Brad D. Smith For For Management 9 Elect Thomas J. Szkutak For For Management 10 Elect Raul Vazquez For For Management 11 Elect Jeff Weiner For For Management 12 Advisory Vote on Executive Compensation For For Management 13 Ratification of Auditor For For Management 14 Shareholder Proposal Regarding Against Against Shareholder Adoption of Mandatory Arbitration Bylaw -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 19, 2020 Meeting Type: Annual Record Date: MAR 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Linda B. Bammann For For Management 2 Elect Stephen B. Burke For For Management 3 Elect Todd A. Combs For For Management 4 Elect James S. Crown For For Management 5 Elect James Dimon For For Management 6 Elect Timothy P. Flynn For For Management 7 Elect Mellody Hobson For For Management 8 Elect Michael A. Neal For For Management 9 Elect Lee R. Raymond For For Management 10 Elect Virginia M. Rometty For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Ratification of Auditor For For Management 13 Shareholder Proposal Regarding Against Against Shareholder Independent Chair 14 Shareholder Proposal Regarding Oil Against Against Shareholder Sands and Arctic Oil and Gas Reputational Risk Report 15 Shareholder Proposal Regarding Against Against Shareholder Aligning GHG Reductions with Paris Agreement 16 Shareholder Proposal Regarding Against Against Shareholder Reducing Ownership Threshold Required to Act by Written Consent 17 Shareholder Proposal Regarding Against Against Shareholder Charitable Contributions Disclosure 18 Shareholder Proposal Regarding Median Against Against Shareholder Gender and Racial Pay Equity Report -------------------------------------------------------------------------------- L BRANDS, INC. Ticker: LB Security ID: 501797104 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elimination of Supermajority For For Management Requirements 2 Repeal of Classified Board For For Management 3 Elect Donna A. James For Against Management 4 Elect Michael G. Morris For Against Management 5 Elect Robert Schottenstein For Against Management 6 Ratification of Auditor For For Management 7 Approval of the 2020 Stock Option and For Against Management Performance Incentive Plan 8 Advisory Vote on Executive Compensation For Against Management -------------------------------------------------------------------------------- MARRIOTT INTERNATIONAL, INC. Ticker: MAR Security ID: 571903202 Meeting Date: MAY 08, 2020 Meeting Type: Annual Record Date: MAR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect J.W. Marriott, Jr. For For Management 2 Elect Bruce W. Duncan For For Management 3 Elect Deborah Marriott Harrison For For Management 4 Elect Frederick A. Henderson For For Management 5 Elect Eric Hippeau For For Management 6 Elect Lawrence W. Kellner For For Management 7 Elect Debra L. Lee For For Management 8 Elect Aylwin B. Lewis For For Management 9 Elect Margaret M. McCarthy For For Management 10 Elect George Munoz For For Management 11 Elect Susan C. Schwab For For Management 12 Elect Arne M. Sorenson For For Management 13 Ratification of Auditor For For Management 14 Advisory Vote on Executive Compensation For For Management 15 Shareholder Proposal Regarding Simple Against Against Shareholder Majority Vote 16 Shareholder Proposal Regarding Against Against Shareholder Diversity Reporting -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- MASTERCARD INCORPORATED Ticker: MA Security ID: 57636Q104 Meeting Date: JUN 16, 2020 Meeting Type: Annual Record Date: APR 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Richard Haythornthwaite For For Management 2 Elect Ajay Banga For For Management 3 Elect Richard K. Davis For For Management 4 Elect Steven J. Freiberg For For Management 5 Elect Julius Genachowski For For Management 6 Elect Choon Phong Goh For For Management 7 Elect Merit E. Janow For For Management 8 Elect Oki Matsumoto For For Management 9 Elect Youngme E. Moon For For Management 10 Elect Rima Qureshi For For Management 11 Elect Jose Octavio Reyes Lagunes For For Management 12 Elect Gabrielle Sulzberger For For Management 13 Elect Jackson P. Tai For For Management 14 Elect Lance Uggla For For Management 15 Advisory Vote on Executive Compensation For For Management 16 Ratification of Auditor For For Management -------------------------------------------------------------------------------- MATTEL, INC. Ticker: MAT Security ID: 577081102 Meeting Date: JUN 10, 2020 Meeting Type: Annual Record Date: APR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect R. Todd Bradley For For Management 2 Elect Adriana Cisneros For For Management 3 Elect Michael J. Dolan For For Management 4 Elect Ynon Kreiz For For Management 5 Elect Soren T. Laursen For For Management 6 Elect Ann Lewnes For For Management 7 Elect Roger Lynch For For Management 8 Elect Dominic Ng For For Management 9 Elect Judy Olian For For Management 10 Ratification of Auditor For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Amendment to the 2010 Equity and For For Management Long-Term Compensation Plan 13 Shareholder Proposal Regarding Against Against Shareholder Independent Chair -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- MICRO FOCUS INTERNATIONAL PLC Ticker: MCRO Security ID: 594837403 Meeting Date: MAR 25, 2020 Meeting Type: Annual Record Date: FEB 07, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accounts and Reports For For Management 2 Final Dividend For For Management 3 Remuneration Report (Advisory) For For Management 4 Remuneration Policy (Binding) For For Management 5 Elect Greg Hugh Lock For For Management 6 Elect Stephen Murdoch For For Management 7 Elect Brian McArthur-Muscroft For For Management 8 Elect Karen Slatford For For Management 9 Elect Richard Atkins For For Management 10 Elect Amanda Brown For For Management 11 Elect Lawton W. Fitt For For Management 12 Appointment of Auditor For For Management 13 Authority to Set Auditor's Fees For For Management 14 Authority to Issue Shares w/ For For Management Preemptive Rights 15 Authority to Issue Shares w/o For For Management Preemptive Rights 16 Authority to Issue Shares w/o For For Management Preemptive Rights (Specified Capital Investment) 17 Authority to Repurchase Shares For For Management 18 Authority to Set General Meeting For For Management Notice Period at 14 Days -------------------------------------------------------------------------------- MICRON TECHNOLOGY, INC. Ticker: MU Security ID: 595112103 Meeting Date: JAN 16, 2020 Meeting Type: Annual Record Date: NOV 18, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Robert L. Bailey For For Management 2 Elect Richard M. Beyer For For Management 3 Elect Steven J. Gomo For For Management 4 Elect Mary Pat McCarthy For For Management 5 Elect Sanjay Mehrotra For For Management 6 Elect Robert E. Switz For For Management 7 Elect MaryAnn Wright For For Management 8 Advisory Vote on Executive Compensation For For Management 9 Ratification of Auditor For For Management -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- NOBLE ENERGY, INC. Ticker: NBL Security ID: 655044105 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Jeffrey L. Berenson For For Management 2 Elect James E. Craddock For For Management 3 Elect Barbara J. Duganier For For Management 4 Elect Thomas J. Edelman For For Management 5 Elect Holli C. Ladhani For For Management 6 Elect David L. Stover For For Management 7 Elect Scott D. Urban For For Management 8 Elect William T. Van Kleef For For Management 9 Elect Martha B. Wyrsch For For Management 10 Ratification of Auditor For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Approval of the 2020 Long-Term For For Management Incentive Plan -------------------------------------------------------------------------------- NOVARTIS AG Ticker: NOVN Security ID: 66987V109 Meeting Date: FEB 28, 2020 Meeting Type: Annual Record Date: JAN 30, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accounts and Reports For For Management 2 Ratification of Board and Management For For Management Acts 3 Allocation of Profits/Dividends For For Management 4 Cancellation of Shares and Reduction For For Management in Share Capital 5 Board Compensation For For Management 6 Executive Compensation For For Management 7 Compensation Report For For Management 8 Elect Jorg Reinhardt as Board Chair For For Management 9 Elect Nancy C. Andrews For For Management 10 Elect Ton Buchner For For Management 11 Elect Patrice Bula For For Management 12 Elect Srikant M. Datar For For Management 13 Elect Elizabeth Doherty For For Management 14 Elect Ann M. Fudge For For Management 15 Elect Frans van Houten For For Management 16 Elect Andreas von Planta For For Management 17 Elect Charles L. Sawyers For For Management 18 Elect Enrico Vanni For For Management 19 Elect William T. Winters For For Management 20 Elect Bridgette P. Heller For For Management 21 Elect Simon Moroney For For Management 22 Elect Patrice Bula as Compensation For For Management Committee Member 23 Elect Srikant M. Datar as Compensation For For Management Committee Member 24 Elect Enrico Vanni as Compensation For For Management Committee Member 25 Elect William T. Winters as For For Management Compensation Committee Member 26 Elect Bridgette P. Heller as For For Management Compensation Committee Member 27 Appointment of Auditor For For Management 28 Appointment of Independent Proxy For For Management 29 Additional or Amended Proposals For For Management -------------------------------------------------------------------------------- NVENT ELECTRIC PLC Ticker: NVT Security ID: G6700G107 Meeting Date: MAY 15, 2020 Meeting Type: Annual Record Date: MAR 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Brian M. Baldwin For For Management 2 Elect Jerry W. Burris For For Management 3 Elect Susan M. Cameron For For Management 4 Elect Michael L. Ducker For For Management 5 Elect Randall J. Hogan, III For For Management 6 Elect Ronald L. Merriman For For Management 7 Elect Nicola T. Palmer For For Management 8 Elect Herbert K. Parker For For Management 9 Elect Beth Wozniak For For Management 10 Elect Jacqueline Wright For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Amendment to the 2018 Omnibus For For Management Incentive Plan 13 Ratification of Auditor For For Management 14 Authorize the Price Range at which the For For Management Company can Re-allot Treasury Shares -------------------------------------------------------------------------------- NVIDIA CORPORATION Ticker: NVDA Security ID: 67066G104 Meeting Date: JUN 09, 2020 Meeting Type: Annual Record Date: APR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Robert K. Burgess For For Management 2 Elect Tench Coxe For For Management 3 Elect Persis S. Drell For For Management 4 Elect Jen-Hsun Huang For For Management 5 Elect Dawn Hudson For For Management 6 Elect Harvey C. Jones For For Management 7 Elect Michael G. McCaffery For For Management 8 Elect Stephen C. Neal For For Management 9 Elect Mark L. Perry For For Management 10 Elect A. Brooke Seawell For For Management 11 Elect Mark A. Stevens For For Management 12 Advisory Vote on Executive Compensation For For Management 13 Ratification of Auditor For For Management 14 Amendment to the 2007 Equity Incentive For For Management Plan 15 Amendment to the 2012 Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- ORACLE CORPORATION Ticker: ORCL Security ID: 68389X105 Meeting Date: NOV 19, 2019 Meeting Type: Annual Record Date: SEP 20, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Jeffrey S. Berg For For Management 1.2 Elect Michael J. Boskin For For Management 1.3 Elect Safra A. Catz For For Management 1.4 Elect Bruce R. Chizen For For Management 1.5 Elect George H. Conrades For For Management 1.6 Elect Lawrence J. Ellison For For Management 1.7 Elect Rona Fairhead For For Management 1.8 Elect Hector Garcia-Molina For Withhold Management 1.9 Elect Jeffrey O. Henley For For Management 1.10 Elect Mark V. Hurd For Withhold Management 1.11 Elect Renee J. James For For Management 1.12 Elect Charles W. Moorman IV For For Management 1.13 Elect Leon E. Panetta For For Management 1.14 Elect William G. Parrett For For Management 1.15 Elect Naomi O. Seligman For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Shareholder Proposal Regarding Gender Against Against Shareholder Pay Equity Report 5 Shareholder Proposal Regarding Against Against Shareholder Independent Board Chair -------------------------------------------------------------------------------- PAYPAL HOLDINGS, INC. Ticker: PYPL Security ID: 70450Y103 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 27, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Rodney C. Adkins For For Management 2 Elect Jonathan Christodoro For For Management 3 Elect John J. Donahoe II For For Management 4 Elect David W. Dorman For For Management 5 Elect Belinda J. Johnson For For Management 6 Elect Gail J. McGovern For For Management 7 Elect Deborah M. Messemer For For Management 8 Elect David M. Moffett For For Management 9 Elect Ann M. Sarnoff For For Management 10 Elect Daniel H. Schulman For For Management 11 Elect Frank D. Yeary For For Management 12 Advisory Vote on Executive Compensation For For Management 13 Ratification of Auditor For For Management 14 Shareholder Proposal Regarding Right Against For Shareholder to Act by Written Consent 15 Shareholder Proposal Regarding Against Against Shareholder Integration of Human and Indigenous Peoples' Rights Policy in Corporate Documents -------------------------------------------------------------------------------- PENTAIR PLC Ticker: PNR Security ID: G7S00T104 Meeting Date: MAY 05, 2020 Meeting Type: Annual Record Date: MAR 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Mona Abutaleb Stephenson For For Management 2 Elect Glynis A. Bryan For For Management 3 Elect T. Michael Glenn For For Management 4 Elect Theodore L. Harris For For Management 5 Elect David A. Jones For For Management 6 Elect Michael T. Speetzen For For Management 7 Elect John L. Stauch For For Management 8 Elect Billie I. Williamson For For Management 9 Advisory Vote on Executive Compensation For For Management 10 Appointment of Auditor and Authority For For Management to Set Fees 11 2020 Share and Incentive Plan For For Management 12 Authority to Issue Shares w/ For For Management Preemptive Rights 13 Authority to Issue Shares w/o For For Management Preemptive Rights 14 Authority to Set Price Range for For For Management Reissuance of Treasury Shares -------------------------------------------------------------------------------- PIONEER NATURAL RESOURCES COMPANY Ticker: PXD Security ID: 723787107 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 26, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Edison C. Buchanan For For Management 2 Elect Andrew F. Cates For For Management 3 Elect Phillip A. Gobe For For Management 4 Elect Larry R. Grillot For For Management 5 Elect Stacy P. Methvin For For Management 6 Elect Royce W. Mitchell For For Management 7 Elect Frank A. Risch For For Management 8 Elect Scott D. Sheffield For For Management 9 Elect Mona K. Sutphen For For Management 10 Elect J. Kenneth Thompson For For Management 11 Elect Phoebe A. Wood For For Management 12 Elect Michael D. Wortley For For Management 13 Ratification of Auditor For For Management 14 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- QUALCOMM INCORPORATED Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 10, 2020 Meeting Type: Annual Record Date: JAN 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Mark Fields For For Management 2 Elect Jeffrey W. Henderson For For Management 3 Elect Ann M. Livermore For For Management 4 Elect Harish Manwani For For Management 5 Elect Mark D. McLaughlin For For Management 6 Elect Steven M. Mollenkopf For For Management 7 Elect Clark T. Randt, Jr. For For Management 8 Elect Irene B. Rosenfeld For For Management 9 Elect Neil Smit For For Management 10 Elect Anthony J. Vinciquerra For For Management 11 Ratification of Auditor For For Management 12 Amendment to the 2016 Long-Term For For Management Incentive Plan 13 Advisory Vote on Executive Compensation For For Management 14 Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- ROSS STORES, INC. Ticker: ROST Security ID: 778296103 Meeting Date: MAY 20, 2020 Meeting Type: Annual Record Date: MAR 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Michael Balmuth For For Management 2 Elect K. Gunnar Bjorklund For For Management 3 Elect Michael J. Bush For For Management 4 Elect Norman A. Ferber For For Management 5 Elect Sharon D. Garrett For For Management 6 Elect Stephen D. Milligan For For Management 7 Elect Patricia H. Mueller For For Management 8 Elect George P. Orban For For Management 9 Elect Gregory L. Quesnel For For Management 10 Elect Larree M. Renda For For Management 11 Elect Barbara Rentler For For Management 12 Advisory Vote on Executive Compensation For For Management 13 Ratification of Auditor For For Management -------------------------------------------------------------------------------- ROYAL CARIBBEAN CRUISES LTD. Ticker: RCL Security ID: V7780T103 Meeting Date: MAY 28, 2020 Meeting Type: Annual Record Date: APR 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect John F. Brock For For Management 2 Elect Richard D. Fain For For Management 3 Elect Stephen R. Howe, Jr For For Management 4 Elect William L. Kimsey For For Management 5 Elect Maritza Gomez Montiel For For Management 6 Elect Ann S. Moore For For Management 7 Elect Eyal M. Ofer For For Management 8 Elect William K. Reilly For For Management 9 Elect Vagn Ove Sorensen For For Management 10 Elect Donald Thompson For For Management 11 Elect Arne Alexander Wilhelmsen For For Management 12 Advisory Vote on Executive Compensation For For Management 13 Ratification of Auditor For For Management 14 Shareholder Proposal Regarding Against Against Shareholder Political Contributions and Expenditures Report 15 Shareholder Proposal Regarding Against Against Shareholder Independent Chair -------------------------------------------------------------------------------- SANOFI Ticker: SAN Security ID: 80105N105 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: APR 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accounts and Reports; Non-Tax For For Management Deductible Expenses 2 Consolidated Accounts and Reports For For Management 3 Allocation of Profits/Dividends For For Management 4 Special Auditors Report on Regulated For For Management Agreements 5 Ratification of the Co-option of Paul For For Management Hudson 6 Elect Laurent Attal For For Management 7 Elect Carole Piwnica For For Management 8 Elect Diane Souza For For Management 9 Elect Thomas Sudhof For For Management 10 Elect Rachel Duan For For Management 11 Elect Lise Kingo For For Management 12 Directors' fees For For Management 13 Remuneration Policy (Board of For For Management Directors) 14 Remuneration Policy (Chair) For For Management 15 Remuneration Policy (CEO) For For Management 16 Remuneration Report For For Management 17 Remuneration of Serge Weinberg, Chair For For Management 18 Remuneration of Paul Hudson, CEO For For Management 19 Remuneration of Olivier Brandicourt, For For Management Former CEO 20 Authority to Repurchase and Reissue For For Management Shares 21 Authorisation of Legal Formalities For For Management -------------------------------------------------------------------------------- SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED) Ticker: SLB Security ID: 806857108 Meeting Date: APR 01, 2020 Meeting Type: Annual Record Date: FEB 12, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Patrick de la Chevardiere For For Management 2 Elect Miguel M. Galuccio For For Management 3 Elect Olivier Le Peuch For For Management 4 Elect Tatiana A. Mitrova For For Management 5 Elect Lubna S. Olayan For For Management 6 Elect Mark G. Papa For For Management 7 Elect Leo Rafael Reif For For Management 8 Elect Henri Seydoux For For Management 9 Elect Jeffrey W. Sheets For For Management 10 Advisory Vote on Executive Compensation For For Management 11 Accounts and Reports; Approval of For For Management Dividend 12 Ratification of Auditor For For Management -------------------------------------------------------------------------------- SIEMENS AG Ticker: SIE Security ID: D69671218 Meeting Date: FEB 05, 2020 Meeting Type: Annual Record Date: JAN 29, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Non-Voting Meeting Note N/A N/A Management 2 Non-Voting Meeting Note N/A N/A Management 3 Non-Voting Meeting Note N/A N/A Management 4 Non-Voting Meeting Note N/A N/A Management 5 Non-Voting Agenda Item N/A N/A Management 6 Allocation of Profits/Dividends For For Management 7 Ratify Joe Kaeser For For Management 8 Ratify Roland Busch For For Management 9 Ratify Lisa Davis For For Management 10 Ratify Klaus Helmrich For For Management 11 Ratify Janina Kugel For For Management 12 Ratify Cedrik Neike For For Management 13 Ratify Michael Sen For For Management 14 Ratify Ralph P. Thomas For For Management 15 Ratify Jim Hagemann Snabe For For Management 16 Ratify Birgit Steinborn For For Management 17 Ratify Werner Wenning For For Management 18 Ratify Werner Brandt For For Management 19 Ratify Michael Diekmann For For Management 20 Ratify Andrea Fehrmann For For Management 21 Ratify Reinhard Hahn For For Management 22 Ratify Bettina Haller For For Management 23 Ratify Robert Kensbock For For Management 24 Ratify Harald Kern For For Management 25 Ratify Jurgen Kerner For For Management 26 Ratify Nicola Leibinger-Kammuller For For Management 27 Ratify Benoit Potier For For Management 28 Ratify Hagen Reimer For For Management 29 Ratify Norbert Reithofer For For Management 30 Ratify Nemat Talaat Shafik For For Management 31 Ratify Nathalie von Siemens For For Management 32 Ratify Michael Sigmund For For Management 33 Ratify Dorothea Simon For For Management 34 Ratify Matthias Zachert For For Management 35 Ratify Gunnar Zukunft For For Management 36 Appointment of Auditor For For Management 37 Remuneration Policy For For Management 38 Authority to Repurchase and Reissue For For Management Shares 39 Authority to Repurchase Shares Using For For Management Equity Derivatives 40 Authority to Issue Convertible Debt For For Management Instruments; Increase in Conditional Capital 41 Approval of Intra-Company Control For For Management Agreement with Siemens Mobility GmbH -------------------------------------------------------------------------------- SIEMENS HEALTHINEERS AG Ticker: SHL Security ID: D6T479107 Meeting Date: FEB 12, 2020 Meeting Type: Annual Record Date: FEB 05, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Non-Voting Meeting Note N/A N/A Management 2 Non-Voting Meeting Note N/A N/A Management 3 Non-Voting Meeting Note N/A N/A Management 4 Non-Voting Meeting Note N/A N/A Management 5 Non-Voting Agenda Item N/A N/A Management 6 Allocation of Profits/Dividends For For Management 7 Ratify Bernhard Montag For For Management 8 Ratify Jochen Schmitz For For Management 9 Ratify Michael Reitermann For For Management 10 Ratify Ralf P. Thomas For For Management 11 Ratify Michael Sen For For Management 12 Ratify Norbert Gaus For For Management 13 Ratify Marion Helmes For For Management 14 Ratify Andreas C. Hoffmann For For Management 15 Ratify Philipp Rosler For For Management 16 Ratify Nathalie von Siemens For For Management 17 Ratify Gregory Sorensen For For Management 18 Ratify Karl-Heinz Streibich For For Management 19 Appointment of Auditor For For Management 20 Elect Roland Busch as Supervisory For For Management Board Member 21 Supervisory Board Members' Fees For For Management -------------------------------------------------------------------------------- SONY CORPORATION Ticker: 6758 Security ID: 835699307 Meeting Date: JUN 26, 2020 Meeting Type: Annual Record Date: MAR 30, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Amendments to Articles For For Management 2 Elect Kenichiro Yoshida For For Management 3 Elect Hiroki Totoki For For Management 4 Elect Shuzo Sumi For For Management 5 Elect Tim Schaaff For For Management 6 Elect Kazuo Matsunaga For For Management 7 Elect Toshiko Oka For For Management 8 Elect Sakie Akiyama For For Management 9 Elect Wendy Becker For For Management 10 Elect Yoshihiko Hatanaka For For Management 11 Elect Adam Crozier For For Management 12 Elect Keiko Kishigami For For Management 13 Elect Joseph A. Kraft Jr. For For Management 14 Equity Compensation Plan For For Management -------------------------------------------------------------------------------- SOUTHWEST AIRLINES CO. Ticker: LUV Security ID: 844741108 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 25, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect David W. Biegler For For Management 2 Elect J. Veronica Biggins For For Management 3 Elect Douglas H. Brooks For For Management 4 Elect William H. Cunningham For For Management 5 Elect John G. Denison For For Management 6 Elect Thomas W. Gilligan For For Management 7 Elect Gary C. Kelly For For Management 8 Elect Grace D. Lieblein For For Management 9 Elect Nancy B. Loeffler For For Management 10 Elect John T. Montford For For Management 11 Elect Ron Ricks For For Management 12 Advisory Vote on Executive Compensation For For Management 13 Ratification of Auditor For For Management 14 Shareholder Proposal Regarding Against Against Shareholder Independent Chair 15 Shareholder Proposal Regarding Right Against Against Shareholder to Act by Written Consent 16 Shareholder Proposal Regarding Against Against Shareholder Lobbying Report -------------------------------------------------------------------------------- TELEFONAKTIEBOLAGET LM ERICSSON Ticker: ERICB Security ID: 294821608 Meeting Date: MAR 31, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Declaration of Material Interest N/A TNA Management 2 Election of Presiding Chair For TNA Management 3 Accounts and Reports For TNA Management 4 Ratification of Board and CEO Acts For TNA Management 5 Allocation of Profits/Dividends For TNA Management 6 Board Size For TNA Management 7 Directors' Fees For TNA Management 8 Elect Jon Fredrik Baksaas For TNA Management 9 Elect Jan Carlson For TNA Management 10 Elect Nora M. Denzel For TNA Management 11 Elect Borje E. Ekholm For TNA Management 12 Elect Eric A. Elzvik For TNA Management 13 Elect Kurt Jofs For TNA Management 14 Elect Ronnie Leten For TNA Management 15 Elect Kristin S. Rinne For TNA Management 16 Elect Helena Stjernholm For TNA Management 17 Elect Jacob Wallenberg For TNA Management 18 Elect Ronnie Leten as Chair For TNA Management 19 Number of Auditors For TNA Management 20 Authority to Set Auditor's Fees For TNA Management 21 Appointment of Auditor For TNA Management 22 Remuneration Policy For TNA Management 23 Long-Term Variable Compensation For TNA Management ("LTV") Program 2020 24 Authority to Transfer Treasury Shares For TNA Management (LTV 2020) 25 Equity Swap Agreement (LTV 2020) For TNA Management 26 Transfer of Treasury Shares (LTV 2018 For TNA Management and LTV 2019) 27 Transfer of Treasury Shares (LTV 2016 For TNA Management and LTV 2017) 28 Shareholder Proposal Regarding Voting N/A TNA Shareholder Power 29 Shareholder Propsal Regarding Voting N/A TNA Shareholder Power Article Amendments 30 Shareholder Proposal Regarding Voting N/A TNA Shareholder Power Differences Petition 31 Shareholder Proposal Regarding N/A TNA Shareholder Representation of Small and Midsize Shareholders 32 Shareholder Propsal Regarding Special N/A TNA Shareholder Audit 33 Shareholder Proposal Regarding Removal N/A TNA Shareholder of Multiple-Voting Rights -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Security ID: 882508104 Meeting Date: APR 23, 2020 Meeting Type: Annual Record Date: FEB 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Mark A. Blinn For For Management 2 Elect Todd M. Bluedorn For For Management 3 Elect Janet F. Clark For For Management 4 Elect Carrie S. Cox For For Management 5 Elect Martin S. Craighead For For Management 6 Elect Jean M. Hobby For For Management 7 Elect Michael D. Hsu For For Management 8 Elect Ronald Kirk For For Management 9 Elect Pamela H. Patsley For For Management 10 Elect Robert E. Sanchez For For Management 11 Elect Richard K. Templeton For For Management 12 Advisory Vote on Executive Compensation For For Management 13 Ratification of Auditor For For Management -------------------------------------------------------------------------------- TEXTRON INC. Ticker: TXT Security ID: 883203101 Meeting Date: APR 29, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Scott C. Donnelly For For Management 2 Elect Kathleen M. Bader For For Management 3 Elect R. Kerry Clark For For Management 4 Elect James T. Conway For For Management 5 Elect Paul E. Gagne For For Management 6 Elect Ralph D. Heath For For Management 7 Elect Deborah Lee James For For Management 8 Elect Lionel L. Nowell, III For For Management 9 Elect James L. Ziemer For For Management 10 Elect Maria T. Zuber For For Management 11 Advisory Vote on Executive Compensation For Against Management 12 Ratification of Auditor For For Management -------------------------------------------------------------------------------- THE BOEING COMPANY Ticker: BA Security ID: 097023105 Meeting Date: APR 27, 2020 Meeting Type: Annual Record Date: FEB 27, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Robert A. Bradway For Against Management 2 Elect David L. Calhoun For Against Management 3 Elect Arthur D. Collins, Jr. For Against Management 4 Elect Edmund P. Giambastiani, Jr. For Against Management 5 Elect Lynn J. Good For Against Management 6 Elect Nikki R Haley N/A Abstain Management 7 Elect Akhil Johri For For Management 8 Elect Lawrence W. Kellner For Against Management 9 Elect Caroline B. Kennedy For Against Management 10 Elect Steven M. Mollenkopf For For Management 11 Elect John M. Richardson For Against Management 12 Elect Susan C. Schwab For Against Management 13 Elect Ronald A. Williams For Against Management 14 Advisory Vote on Executive Compensation For Against Management 15 Ratification of Auditor For For Management 16 Shareholder Proposal Regarding Against Against Shareholder Disclosure of Board Qualifications 17 Shareholder Proposal Regarding Against Against Shareholder Lobbying Report 18 Shareholder Proposal Regarding Against For Shareholder Independent Chair 19 Shareholder Proposal Regarding Right Against For Shareholder to Act by Written Consent 20 Shareholder Proposal Regarding Against Against Shareholder Retention of Shares Until Normal Retirement Age 21 Shareholder Proposal Regarding Against Against Shareholder Disclosure of Adjustments to Non-GAAP Metrics in Executive Compensation -------------------------------------------------------------------------------- THE CHARLES SCHWAB CORPORATION Ticker: SCHW Security ID: 808513105 Meeting Date: MAY 12, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect William S. Haraf For For Management 2 Elect Frank C. Herringer For For Management 3 Elect Roger O. Walther For For Management 4 Ratification of Auditor For For Management 5 Advisory Vote on Executive Compensation For For Management 6 Amendment to the 2013 Stock Incentive For For Management Plan 7 Adoption of Proxy Access For For Management 8 Shareholder Proposal Regarding Against Against Shareholder Diversity and Pay Data Reporting 9 Shareholder Proposal Regarding Against Against Shareholder Lobbying Report -------------------------------------------------------------------------------- THE CHARLES SCHWAB CORPORATION Ticker: SCHW Security ID: 808513105 Meeting Date: JUN 04, 2020 Meeting Type: Special Record Date: APR 27, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Merger/Acquisition For For Management 2 Authorization of Non-Voting Common For For Management Stock 3 Right to Adjourn Meeting For For Management -------------------------------------------------------------------------------- THE PROGRESSIVE CORPORATION Ticker: PGR Security ID: 743315103 Meeting Date: MAY 08, 2020 Meeting Type: Annual Record Date: MAR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Philip F. Bleser For For Management 2 Elect Stuart B. Burgdoerfer For For Management 3 Elect Pamela J. Craig For For Management 4 Elect Charles A. Davis For For Management 5 Elect Roger N. Farah For For Management 6 Elect Lawton W. Fitt For For Management 7 Elect Susan Patricia Griffith For For Management 8 Elect Jeffrey D. Kelly For For Management 9 Elect Patrick H. Nettles For For Management 10 Elect Barbara R. Snyder For For Management 11 Elect Jan E. Tighe For For Management 12 Elect Kahina Van Dyke For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Ratification of Auditor For For Management -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- THE WALT DISNEY COMPANY Ticker: DIS Security ID: 254687106 Meeting Date: MAR 11, 2020 Meeting Type: Annual Record Date: JAN 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Susan E. Arnold For For Management 2 Elect Mary T. Barra For For Management 3 Elect Safra A. Catz For For Management 4 Elect Francis A. deSouza For For Management 5 Elect Michael B.G. Froman For For Management 6 Elect Robert A. Iger For For Management 7 Elect Maria Elena Lagomasino For For Management 8 Elect Mark G. Parker For For Management 9 Elect Derica W. Rice For For Management 10 Ratification of Auditor For For Management 11 Advisory Vote on Executive Compensation For For Management 12 Amendment to the 2011 Stock Incentive For For Management Plan 13 Shareholder Proposal Regarding Against Against Shareholder Lobbying Report -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 20, 2020 Meeting Type: Annual Record Date: MAR 27, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Marc N. Casper For For Management 2 Elect Nelson J. Chai For For Management 3 Elect C. Martin Harris For For Management 4 Elect Tyler Jacks For For Management 5 Elect Judy C. Lewent For For Management 6 Elect Thomas J. Lynch For For Management 7 Elect Jim P. Manzi For For Management 8 Elect James C. Mullen For For Management 9 Elect Lars Rebien Sorensen For For Management 10 Elect Debora L. Spar For For Management 11 Elect Scott M. Sperling For For Management 12 Elect Dion J. Weisler For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Ratification of Auditor For For Management -------------------------------------------------------------------------------- TRANSDIGM GROUP INCORPORATED Ticker: TDG Security ID: 893641100 Meeting Date: JUN 29, 2020 Meeting Type: Annual Record Date: MAY 04, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect David A. Barr For For Management 1.2 Elect William Dries For For Management 1.3 Elect Mervin Dunn For For Management 1.4 Elect Michael Graff For For Management 1.5 Elect Sean P. Hennessy For For Management 1.6 Elect W. Nicholas Howley For For Management 1.7 Elect Raymond Laubenthal For For Management 1.8 Elect Gary E. McCullough For For Management 1.9 Elect Michele Santana For For Management 1.10 Elect Robert J. Small For For Management 1.11 Elect John Staer For For Management 1.12 Elect Kevin Stein For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Shareholder Proposal Regarding Against Against Shareholder Reporting and Managing Greenhouse Gas Emissions -------------------------------------------------------------------------------- TRANSOCEAN LTD. Ticker: RIG Security ID: H8817H100 Meeting Date: MAY 07, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accounts and Reports For For Management 2 Ratification of Board Acts For For Management 3 Allocation of Losses For For Management 4 Renewal of Authorized Capital For For Management 5 Elect Glyn A. Barker For For Management 6 Elect Vanessa C.L. Chang For For Management 7 Elect Frederico Fleury Curado For For Management 8 Elect Chadwick C. Deaton For For Management 9 Elect Vincent J. Intrieri For For Management 10 Elect Samuel J. Merksamer For For Management 11 Elect Frederik W. Mohn For For Management 12 Elect Edward R. Muller For For Management 13 Elect Diane de Saint Victor For For Management 14 Elect TAN Ek Kia For For Management 15 Elect Jeremy D. Thigpen For For Management 16 Elect Chadwick C. Deaton as Chair For For Management 17 Elect Glyn A. Barker For For Management 18 Elect Samuel J. Merksamer For For Management 19 Elect TAN Ek Kia For For Management 20 Appointment of Independent Proxy For For Management 21 Appointment of Auditor For For Management 22 Advisory Vote on Executive Compensation For For Management 23 Maximum Aggregate Board Compensation For For Management (Binding) 24 Maximum Aggregate Executive For For Management Compensation (Binding) 25 Amendment to the 2015 Long-Term For For Management Incentive Plan -------------------------------------------------------------------------------- TRANSOCEAN LTD. Ticker: RIG Security ID: H8817H100 Meeting Date: MAY 07, 2020 Meeting Type: Annual Record Date: APR 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accounts and Reports For For Management 2 Ratification of Board Acts For For Management 3 Allocation of Losses For For Management 4 Renewal of Authorized Capital For For Management 5 Elect Glyn A. Barker For For Management 6 Elect Vanessa C.L. Chang For For Management 7 Elect Frederico Fleury Curado For For Management 8 Elect Chadwick C. Deaton For For Management 9 Elect Vincent J. Intrieri For For Management 10 Elect Samuel J. Merksamer For For Management 11 Elect Frederik W. Mohn For For Management 12 Elect Edward R. Muller For For Management 13 Elect Diane de Saint Victor For For Management 14 Elect TAN Ek Kia For For Management 15 Elect Jeremy D. Thigpen For For Management 16 Elect Chadwick C. Deaton as Chair For For Management 17 Elect Glyn A. Barker For For Management 18 Elect Samuel J. Merksamer For For Management 19 Elect TAN Ek Kia For For Management 20 Appointment of Independent Proxy For For Management 21 Appointment of Auditor For For Management 22 Advisory Vote on Executive Compensation For For Management 23 Maximum Aggregate Board Compensation For For Management (Binding) 24 Maximum Aggregate Executive For For Management Compensation (Binding) 25 Amendment to the 2015 Long-Term For For Management Incentive Plan -------------------------------------------------------------------------------- U.S. BANCORP Ticker: USB Security ID: 902973304 Meeting Date: APR 21, 2020 Meeting Type: Annual Record Date: FEB 25, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Warner L. Baxter For For Management 2 Elect Dorothy J. Bridges For For Management 3 Elect Elizabeth Buse For For Management 4 Elect Marc N. Casper For For Management 5 Elect Andrew Cecere For For Management 6 Elect Kimberly J. Harris For For Management 7 Elect Roland A. Hernandez For For Management 8 Elect Olivia F. Kirtley For For Management 9 Elect Karen S. Lynch For For Management 10 Elect Richard P. McKenney For For Management 11 Elect Yusuf I. Mehdi For For Management 12 Elect John P. Wiehoff For For Management 13 Elect Scott W. Wine For For Management 14 Ratification of Auditor For For Management 15 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- 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 Against Shareholder on Plans to Reduce Total Contribution to Climate Change -------------------------------------------------------------------------------- UNITED AIRLINES HOLDINGS, INC. Ticker: UAL Security ID: 910047109 Meeting Date: MAY 20, 2020 Meeting Type: Annual Record Date: APR 01, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Carolyn Corvi For For Management 2 Elect Barnaby "Barney" M. Harford For For Management 3 Elect Michele J. Hooper For For Management 4 Elect Walter Isaacson For For Management 5 Elect James A.C. Kennedy For For Management 6 Elect J. Scott Kirby For For Management 7 Elect Oscar Munoz For For Management 8 Elect Edward M. Philip For For Management 9 Elect Edward L. Shapiro For For Management 10 Elect David J. Vitale For For Management 11 Elect James M. Whitehurst For For Management 12 Ratification of Auditor For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Shareholder Proposal Regarding Right Against Against Shareholder to Act by Written Consent 15 Shareholder Proposal Regarding Against Against Shareholder Lobbying Report 16 Shareholder Proposal Regarding Against Against Shareholder Lobbying Activity Alignment with the Paris Agreement -------------------------------------------------------------------------------- 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 For Management 14 Ratification of Auditor For For Management 15 Shareholder Proposal Regarding Against Against Shareholder Lobbying Report 16 Shareholder Proposal Regarding Against Against Shareholder Recapitalization 17 Shareholder Proposal Regarding Report Against Against Shareholder on Plans to Reduce Total Contribution to Climate Change -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Steven D. Black For For Management 2 Elect Celeste A. Clark For For Management 3 Elect Theodore F. Craver, Jr. For For Management 4 Elect Wayne M. Hewett For For Management 5 Elect Donald M. James For For Management 6 Elect Maria R. Morris For For Management 7 Elect Charles H. Noski For For Management 8 Elect Richard B. Payne, Jr. For For Management 9 Elect Juan A. Pujadas For For Management 10 Elect Ronald L. Sargent For For Management 11 Elect Charles W. Scharf For For Management 12 Elect Suzanne M. Vautrinot For For Management 13 Advisory Vote on Executive Compensation For For Management 14 Ratification of Auditor For For Management 15 Shareholder Proposal Regarding Against Against Shareholder Shareholder Approval of Bylaw Amendment 16 Shareholder Proposal Regarding Against Against Shareholder Incentive Compensation Report 17 Shareholder Proposal Regarding Median Against Against Shareholder Gender and Racial Pay Equity Report -------------------------------------------------------------------------------- WHIRLPOOL CORPORATION Ticker: WHR Security ID: 963320106 Meeting Date: APR 21, 2020 Meeting Type: Annual Record Date: FEB 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Samuel R. Allen For For Management 2 Elect Marc R. Bitzer For For Management 3 Elect Greg Creed For For Management 4 Elect Gary T. DiCamillo For For Management 5 Elect Diane M. Dietz For For Management 6 Elect Geraldine Elliott For For Management 7 Elect Jennifer A. LaClair For For Management 8 Elect John D. Liu For For Management 9 Elect James M. Loree For For Management 10 Elect Harish Manwani For For Management 11 Elect Patricia K. Poppe For For Management 12 Elect Larry O. Spencer For For Management 13 Elect Michael D. White For For Management 14 Advisory Vote on Executive Compensation For For Management 15 Ratification of Auditor For For Management -------------------------------------------------------------------------------- ZIMMER BIOMET HOLDINGS, INC. Ticker: ZBH Security ID: 98956P102 Meeting Date: MAY 08, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Christopher B. Begley For For Management 2 Elect Betsy J. Bernard For For Management 3 Elect Gail K. Boudreaux For For Management 4 Elect Michael J. Farrell For For Management 5 Elect Larry C. Glasscock For For Management 6 Elect Robert A. Hagemann For For Management 7 Elect Bryan C Hanson For For Management 8 Elect Arthur J. Higgins For For Management 9 Elect Maria Teresa Hilado For For Management 10 Elect Syed Jafry For For Management 11 Elect Michael W. Michelson For For Management 12 Ratification of Auditor For For Management 13 Advisory Vote on Executive Compensation 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 VARIABLE INSURANCE 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.