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: 811-07443 NAME OF REGISTRANT: VANGUARD WHITEHALL 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: OCTOBER 31 DATE OF REPORTING PERIOD: JULY 1, 2021 - JUNE 30, 2022 ******************************* FORM N-Px REPORT ****************************** ICA File Number: 81107443I Reporting Period: 07/01/2021 - 06/30/2022 VANGUARD WHITEHALL FUNDS Each investment advisor's votes cast are shown separately below. Sections without an investment advisor listed reflect votes cast at the discretion of the Fund. The votes reported do not reflect any votes cast pursuant to a regulatory requirement. ================= VANGUARD ADVICE SELECT DIVIDEND GROWTH FUND - WELLINGTON ===== ACCENTURE PLC Ticker: ACN Security ID: G1151C101 Meeting Date: JAN 26, 2022 Meeting Type: Annual Record Date: NOV 29, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Jaime Ardila For For Management 1B. Elect Nancy McKinstry For For Management 1C. Elect Beth E. Mooney For For Management 1D. Elect Gilles Pelisson For For Management 1E. Elect Paula A. Price For For Management 1F. Elect Venkata Renduchintala For For Management 1G. Elect Arun Sarin For For Management 1H. Elect Julie Sweet For For Management 1I. Elect Frank K. Tang For For Management 1J. Elect Tracey T. Travis For For Management 2. Advisory Vote on Executive Compensation For For Management 3. Approval of Amendment to the 2010 For For Management Share Incentive Plan 4. Appointment of Auditor and Authority For For Management to Set Fees 5. Authority to Issue Shares w/ For For Management Preemptive Rights 6. Authority to Issue Shares w/o For For Management Preemptive Rights 7. Authorize the Price Range at which the For For Management Company can Re-allot Treasury Shares -------------------------------------------------------------------------------- AMERICAN EXPRESS COMPANY Ticker: AXP Security ID: 025816109 Meeting Date: MAY 03, 2022 Meeting Type: Annual Record Date: MAR 07, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Thomas J. Baltimore, Jr. For For Management 1B. Elect Charlene Barshefsky For For Management 1C. Elect John J. Brennan For For Management 1D. Elect Peter Chernin For For Management 1E. Elect Ralph de la Vega For For Management 1F. Elect Michael O. Leavitt For For Management 1G. Elect Theodore J. Leonsis For For Management 1H. Elect Karen L. Parkhill For For Management 1I. Elect Charles E. Phillips, Jr. For For Management 1J. Elect Lynn A. Pike For For Management 1K. Elect Stephen J. Squeri For For Management 1L. Elect Daniel L. Vasella For For Management 1M. Elect Lisa W. Wardell For For Management 1N. Elect Christopher D. Young For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Shareholder Proposal Regarding Against For Shareholder Independent Chair -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 03027X100 Meeting Date: MAY 18, 2022 Meeting Type: Annual Record Date: MAR 21, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Thomas A. Bartlett For For Management 1B. Elect Kelly C. Chambliss For For Management 1C. Elect Teresa H. Clarke For For Management 1D. Elect Raymond P. Dolan For For Management 1E. Elect Kenneth R. Frank For For Management 1F. Elect Robert D. Hormats For For Management 1G. Elect Grace D. Lieblein For For Management 1H. Elect Craig Macnab For For Management 1I. Elect JoAnn A. Reed For For Management 1J. Elect Pamela D.A. Reeve For For Management 1K. Elect David E. Sharbutt For For Management 1L. Elect Bruce L. Tanner For For Management 1M. Elect Samme L. Thompson For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Ticker: BAX Security ID: 071813109 Meeting Date: MAY 03, 2022 Meeting Type: Annual Record Date: MAR 11, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Jose E. Almeida For For Management 1B. Elect Thomas F. Chen For For Management 1C. Elect Peter S. Hellman For For Management 1D. Elect Michael F. Mahoney For For Management 1E. Elect Patricia Morrison For For Management 1F. Elect Stephen N. Oesterle For For Management 1G. Elect Nancy M. Schlichting For For Management 1H. Elect Catherine R. Smith For For Management 1I. Elect Albert P.L. Stroucken For For Management 1J. Elect Amy M. Wendell For For Management 1K. Elect David S. Wilkes For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Permit Shareholders to Act by Written For For Management Consent 5 Reduce Ownership Threshold for For For Management Shareholders to Call Special Meetings 6 Shareholder Proposal Regarding Right Against Against Shareholder to Call Special Meetings 7 Shareholder Proposal Regarding Against Against Shareholder Independent Chair -------------------------------------------------------------------------------- CHUBB LIMITED Ticker: CB Security ID: H1467J104 Meeting Date: MAY 19, 2022 Meeting Type: Annual Record Date: MAR 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Accounts and Reports For For Management 2A Allocation of Profits For For Management 2B Dividends from Reserves For For Management 3 Ratification of Board Acts For For Management 4A Election of Statutory Auditors For For Management 4B Ratification of Auditor For For Management 4C Appointment of Special Auditor For For Management 5A Elect Evan G. Greenberg For For Management 5B Elect Michael P. Connors For For Management 5C Elect Michael G. Atieh For For Management 5D Elect Kathy Bonanno For For Management 5E Elect Sheila P. Burke For For Management 5F Elect Mary A. Cirillo For For Management 5G Elect Robert J. Hugin For For Management 5H Elect Robert W. Scully For For Management 5I Elect Theodore E. Shasta For For Management 5J Elect David H. Sidwell For For Management 5K Elect Olivier Steimer For For Management 5L Elect Luis Tellez For For Management 5M Elect Frances F. Townsend For For Management 6 Elect Evan G. Greenberg as Chair For For Management 7A Elect Michael P. Connors For For Management 7B Elect Mary A. Cirillo For For Management 7C Elect Frances F. Townsend For For Management 8 Appointment of Independent Proxy For For Management (Switzerland) 9 Increased in Authorised Capital For For Management 10 Cancellation of Shares and Reduction For For Management in Share Capital 11A Board Compensation For For Management 11B Executive Compensation For For Management 12 Advisory Vote on Executive Compensation For For Management 13 Shareholder Proposal Regarding Fossil Against For Shareholder Fuel Underwriting Policy 14 Shareholder Proposal Regarding Against For Shareholder Aligning GHG Reductions with Paris Agreement 15A Additional or Amended Proposals For Against Management -------------------------------------------------------------------------------- COLGATE-PALMOLIVE COMPANY Ticker: CL Security ID: 194162103 Meeting Date: MAY 06, 2022 Meeting Type: Annual Record Date: MAR 07, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect John P. Bilbrey For For Management 1b. Elect John T. Cahill For For Management 1c. Elect Lisa M. Edwards For For Management 1d. Elect C. Martin Harris For For Management 1e. Elect Martina Hund-Mejean For For Management 1f. Elect Kimberly A. Nelson For For Management 1g. Elect Lorrie M. Norrington For For Management 1h. Elect Michael B. Polk For For Management 1i. Elect Stephen I. Sadove For For Management 1j. Elect Noel R. Wallace 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 Severance Approval Policy 5 Shareholder Proposal Regarding Against Against Shareholder Charitable Contributions Disclosure -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 10, 2022 Meeting Type: Annual Record Date: MAR 11, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Rainer M. Blair For For Management 1B. Elect Linda P. Hefner Filler For For Management 1C. Elect Teri L. List For For Management 1D. Elect Walter G. Lohr, Jr. For For Management 1E. Elect Jessica L. Mega For For Management 1F. Elect Mitchell P. Rales For For Management 1G. Elect Steven M. Rales For For Management 1H. Elect Pardis C. Sabeti For For Management 1I. Elect A. Shane Sanders For For Management 1J. Elect John T. Schwieters For For Management 1K. Elect Alan G. Spoon For For Management 1L. Elect Raymond C. Stevens For For Management 1M. Elect Elias A. Zerhouni For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Shareholder Proposal Regarding Right Against For Shareholder to Call Special Meetings -------------------------------------------------------------------------------- ECOLAB INC. Ticker: ECL Security ID: 278865100 Meeting Date: MAY 05, 2022 Meeting Type: Annual Record Date: MAR 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Shari L Ballard For For Management 1B. Elect Barbara J. Beck For For Management 1C. Elect Christophe Beck For For Management 1D. Elect Jeffrey M. Ettinger For For Management 1E. Elect Arthur J. Higgins For For Management 1F. Elect Michael Larson For For Management 1G. Elect David W. MacLennan For For Management 1H. Elect Tracy B. McKibben For For Management 1I. Elect Lionel L. Nowell, III For For Management 1J. Elect Victoria J. Reich For For Management 1K. Elect Suzanne M. Vautrinot For For Management 1L. Elect John J. Zillmer For Against Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Shareholder Proposal Regarding Right Against Against Shareholder to Call Special Meetings -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Ticker: HON Security ID: 438516106 Meeting Date: APR 25, 2022 Meeting Type: Annual Record Date: FEB 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Darius Adamczyk For For Management 1B. Elect Duncan B. Angove For For Management 1C. Elect William S. Ayer For For Management 1D. Elect Kevin Burke For For Management 1E. Elect D. Scott Davis For For Management 1F. Elect Deborah Flint For For Management 1G. Elect Rose Lee For For Management 1H. Elect Grace D. Lieblein For For Management 1I. Elect George Paz For For Management 1J. Elect Robin L. Washington For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Shareholder Proposal Regarding Right Against Against Shareholder to Call Special Meetings 5 Shareholder Proposal Regarding Against Against Shareholder Lobbying Activity Alignment with the Paris Agreement 6 Shareholder Proposal Regarding Report Against For Shareholder on Environmental & Social Due Diligence Process -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 28, 2022 Meeting Type: Annual Record Date: MAR 01, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Darius Adamczyk For For Management 1B. Elect Mary C. Beckerle For For Management 1C. Elect D. Scott Davis For For Management 1D. Elect Ian E.L. Davis For For Management 1E. Elect Jennifer A. Doudna For For Management 1F. Elect Joaquin Duato For For Management 1G. Elect Alex Gorsky For For Management 1H. Elect Marillyn A. Hewson For For Management 1I. Elect Hubert Joly For For Management 1J. Elect Mark B. McClellan For For Management 1K. Elect Anne Mulcahy For For Management 1L. Elect A. Eugene Washington For For Management 1M. Elect Mark A. Weinberger For For Management 1N. Elect Nadja Y. West For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Approval of the 2022 Long-Term For For Management Incentive Plan 4 Ratification of Auditor For For Management 5 Shareholder Proposal Regarding Against Against Shareholder Adoption of Mandatory Arbitration Bylaw 6 Shareholder Proposal Regarding Racial Against Against Shareholder Equity Audit 7 Shareholder Proposal Regarding Racial Against For Shareholder Impact Audit 8 Shareholder Proposal Regarding Report Against Against Shareholder on Access to COVID-19 Products 9 Shareholder Proposal Regarding Public Against Against Shareholder Health Costs of Limiting COVID-19 Vaccine Technologies 10 Shareholder Proposal Regarding Against For Shareholder Discontinuation of Talc-based Baby Powder 11 Shareholder Proposal Regarding Against Against Shareholder Charitable Contributions Disclosure 12 Shareholder Proposal Regarding Against Against Shareholder Lobbying Activities Alignment with Universal Health Coverage 13 Shareholder Proposal Prohibiting Against For Shareholder Adjustments for Legal and Compliance Costs 14 Shareholder Proposal Regarding Against Against Shareholder Employee Salary Considerations When Setting Executive Compensation -------------------------------------------------------------------------------- LOCKHEED MARTIN CORPORATION Ticker: LMT Security ID: 539830109 Meeting Date: APR 21, 2022 Meeting Type: Annual Record Date: FEB 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Daniel F. Akerson For For Management 1B. Elect David B. Burritt For For Management 1C. Elect Bruce A. Carlson For For Management 1D. Elect John Donovan For For Management 1E. Elect Joseph Dunford Jr. For For Management 1F. Elect James O. Ellis, Jr. For For Management 1G. Elect Thomas J. Falk For For Management 1H. Elect Ilene S. Gordon For For Management 1I. Elect Vicki A. Hollub For For Management 1J. Elect Jeh C. Johnson For For Management 1K. Elect Debra L. Reed-Klages For For Management 1L. Elect James D. Taiclet For For Management 1M. Elect Patricia E. Yarrington For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Shareholder Proposal Regarding Right Against For Shareholder to Call Special Meetings 5 Shareholder Proposal Regarding Report Against Against Shareholder on Human Rights Impact Assessments -------------------------------------------------------------------------------- MARSH & MCLENNAN COMPANIES, INC. Ticker: MMC Security ID: 571748102 Meeting Date: MAY 19, 2022 Meeting Type: Annual Record Date: MAR 21, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Anthony K. Anderson For For Management 1B. Elect Hafize Gaye Erkan For For Management 1C. Elect Oscar Fanjul Martin For For Management 1D. Elect Daniel S. Glaser For For Management 1E. Elect H. Edward Hanway For For Management 1F. Elect Deborah C. Hopkins For For Management 1G. Elect Tamara Ingram For For Management 1H. Elect Jane H. Lute For For Management 1I. Elect Steven A. Mills For For Management 1J. Elect Bruce P. Nolop For For Management 1K. Elect Morton O. Schapiro For For Management 1L. Elect Lloyd M. Yates For For Management 1M. Elect R. David Yost For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management -------------------------------------------------------------------------------- MCDONALD'S CORPORATION Ticker: MCD Security ID: 580135101 Meeting Date: MAY 26, 2022 Meeting Type: Proxy Contest Record Date: MAR 28, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.01 Elect Leslie Samuelrich N/A TNA Shareholder 1.02 Elect Maisie Lucia Ganzler N/A TNA Shareholder 1.03 Elect Management Nominee Lloyd H. Dean N/A TNA Shareholder 1.04 Elect Management Nominee Robert A. N/A TNA Shareholder Eckert 1.05 Elect Management Nominee Catherine N/A TNA Shareholder Engelbert 1.06 Elect Management Nominee Maragret H. N/A TNA Shareholder Georgiadis 1.07 Elect Management Nominee Enrique N/A TNA Shareholder Hernandez, Jr. 1.08 Elect Management Nominee Christopher N/A TNA Shareholder Kempczinski 1.09 Elect Management Nominee John Mulligan N/A TNA Shareholder 1.10 Elect Management Nominee John W. N/A TNA Shareholder Rogers, Jr. 1.11 Elect Management Nominee Paul S. Walsh N/A TNA Shareholder 1.12 Elect Management Nominee Miles D. White N/A TNA Shareholder 2 Advisory Vote on Executive Compensation N/A TNA Management 3 Ratification of Auditor N/A TNA Management 4 Shareholder Proposal Regarding Right N/A TNA Shareholder to Call Special Meetings 5 Shareholder Proposal Regarding Report N/A TNA Shareholder on Plastics 6 Shareholder Proposal Regarding Report N/A TNA Shareholder on Public Health Costs of Antibiotics in the Supply Chain 7 Shareholder Proposal Regarding N/A TNA Shareholder Gestation Crates 8 Shareholder Proposal Regarding Civil N/A TNA Shareholder Rights Audit 9 Shareholder Proposal Regarding N/A TNA Shareholder Lobbying Activities and Values Congruency 10 Shareholder Proposal Regarding N/A TNA Shareholder Transparency Report on Global Public Policy and Political Influence 1.01 Elect Lloyd H. Dean For For Management 1.02 Elect Robert A. Eckert For For Management 1.03 Elect Catherine Engelbert For For Management 1.04 Elect Margaret H. Georgiadis For For Management 1.05 Elect Enrique Hernandez, Jr. For Withhold Management 1.06 Elect Christopher Kempczinski For For Management 1.07 Elect Richard H. Lenny For For Management 1.08 Elect John Mulligan For For Management 1.09 Elect Sheila A. Penrose For For Management 1.10 Elect John W. Rogers, Jr. For For Management 1.11 Elect Paul S. Walsh For For Management 1.12 Elect Miles D. White For Withhold Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Shareholder Proposal Regarding Right Against For Shareholder to Call Special Meetings 5 Shareholder Proposal Regarding Report Against For Shareholder on Plastics 6 Shareholder Proposal Regarding Report Against Against Shareholder on Public Health Costs of Antibiotics in the Supply Chain 7 Shareholder Proposal Regarding Against Against Shareholder Gestation Crates 8 Shareholder Proposal Regarding Civil Against For Shareholder Rights Audit 9 Shareholder Proposal Regarding Against Against Shareholder Lobbying Activities and Values Congruency 10 Shareholder Proposal Regarding Against Against Shareholder Transparency Report on Global Public Policy and Political Influence -------------------------------------------------------------------------------- NORTHROP GRUMMAN CORPORATION Ticker: NOC Security ID: 666807102 Meeting Date: MAY 18, 2022 Meeting Type: Annual Record Date: MAR 22, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Kathy J. Warden For For Management 1B. Elect David P. Abney For For Management 1C. Elect Marianne C. Brown For For Management 1D. Elect Donald E. Felsinger For For Management 1E. Elect Ann M. Fudge For For Management 1F. Elect William H. Hernandez For For Management 1G. Elect Madeleine A. Kleiner For For Management 1H. Elect Karl J. Krapek For For Management 1I. Elect Graham N. Robinson For For Management 1J. Elect Gary Roughead For For Management 1K. Elect Thomas M. Schoewe For For Management 1L. Elect James S. Turley For For Management 1M. Elect Mark A. Welsh III For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Shareholder Proposal Regarding Right Against For Shareholder to Call Special Meetings -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 04, 2022 Meeting Type: Annual Record Date: MAR 01, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Segun Agbaje For For Management 1B. Elect Shona L. Brown For For Management 1C. Elect Cesar Conde For For Management 1D. Elect Ian M. Cook For For Management 1E. Elect Edith W. Cooper For For Management 1F. Elect Dina Dublon For For Management 1G. Elect Michelle D. Gass For For Management 1H. Elect Ramon L. Laguarta For For Management 1I. Elect Dave Lewis For For Management 1J. Elect David C. Page For For Management 1K. Elect Robert C. Pohlad For For Management 1L. Elect Daniel L. Vasella For For Management 1M. Elect Darren Walker For For Management 1N. Elect Alberto Weisser 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 Independent Chair 5 Shareholder Proposal Regarding Against Against Shareholder Transparency Report on Global Public Policy and Political Influence 6 Shareholder Proposal Regarding Report Against Against Shareholder on External Public Health Impact -------------------------------------------------------------------------------- STRYKER CORPORATION Ticker: SYK Security ID: 863667101 Meeting Date: MAY 04, 2022 Meeting Type: Annual Record Date: MAR 07, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A) Elect Mary K. Brainerd For For Management 1B) Elect Giovanni Caforio For For Management 1C) Elect Srikant M. Datar For For Management 1D) Elect Allan C. Golston For For Management 1E) Elect Kevin A. Lobo For For Management 1F) Elect Sherilyn S. McCoy For For Management 1G) Elect Andrew K. Silvernail For For Management 1H) Elect Lisa M. Skeete Tatum For For Management 1I) Elect Ronda E. Stryker For For Management 1J) Elect Rajeev Suri For For Management 2) Ratification of Auditor For For Management 3) Advisory Vote on Executive Compensation For For Management 4) Shareholder Proposal Regarding Proxy Against Against Shareholder Access Bylaw Amendment -------------------------------------------------------------------------------- THE COCA-COLA COMPANY Ticker: KO Security ID: 191216100 Meeting Date: APR 26, 2022 Meeting Type: Annual Record Date: FEB 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Herbert A. Allen, III For For Management 1B. Elect Marc Bolland For For Management 1C. Elect Ana Patricia Botin-Sanz de For For Management Sautuola y O'Shea 1D. Elect Christopher C. Davis For For Management 1E. Elect Barry Diller For Against Management 1F. Elect Helene D. Gayle For For Management 1G. Elect Alexis M. Herman For For Management 1H. Elect Maria Elena Lagomasino For For Management 1I. Elect James Quincey For For Management 1J. Elect Caroline J. Tsay For For Management 1K. Elect David B. Weinberg For For Management 2 Advisory Vote on Executive Compensation For Against Management 3 Ratification of Auditor For For Management 4 Shareholder Proposal Regarding Report Against Against Shareholder on External Public Health Impact 5 Shareholder Proposal Regarding Against Against Shareholder Transparency Report on Global Public Policy and Political Influence 6 Shareholder Proposal Regarding Against Against Shareholder Independent Chair -------------------------------------------------------------------------------- THE TJX COMPANIES, INC. Ticker: TJX Security ID: 872540109 Meeting Date: JUN 07, 2022 Meeting Type: Annual Record Date: APR 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Jose B. Alvarez For For Management 1b. Elect Alan M. Bennett For For Management 1c. Elect Rosemary T. Berkery For For Management 1d. Elect David T. Ching For For Management 1e. Elect C. Kim Goodwin For For Management 1f. Elect Ernie Herrman For For Management 1g. Elect Michael F. Hines For For Management 1h. Elect Amy B. Lane For For Management 1i. Elect Carol Meyrowitz For For Management 1j. Elect Jackwyn L. Nemerov For For Management 1k. Elect John F. O'Brien For For Management 2 Ratification of Auditor For For Management 3 Approval of the 2022 Stock Incentive For For Management Plan 4 Advisory Vote on Executive Compensation For For Management 5 Shareholder Proposal Regarding Report Against Against Shareholder on Supply Chain Due Diligence 6 Shareholder Proposal Regarding Report Against Against Shareholder on Human Rights Risks from Supply Chain Employee Misclassification 7 Shareholder Proposal Regarding Report Against Against Shareholder On Risks From State Policies Restricting Reproductive Health Care 8 Shareholder Proposal Regarding Paid Against For Shareholder Sick Leave -------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Ticker: UNP Security ID: 907818108 Meeting Date: MAY 12, 2022 Meeting Type: Annual Record Date: MAR 18, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect William J. DeLaney For For Management 1B. Elect David B. Dillon For For Management 1C. Elect Sheri H. Edison For For Management 1D. Elect Teresa M. Finley For For Management 1E. Elect Lance M. Fritz For For Management 1F. Elect Deborah C. Hopkins For For Management 1G. Elect Jane H. Lute For For Management 1H. Elect Michael R. McCarthy For For Management 1I. Elect Jose H. Villarreal For For Management 1J. Elect Christopher J. Williams For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 06, 2022 Meeting Type: Annual Record Date: APR 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Timothy P. Flynn For For Management 1b. Elect Paul R. Garcia For For Management 1c. Elect Stephen J. Hemsley For For Management 1d. Elect Michele J. Hooper For For Management 1e. Elect F. William McNabb, III For For Management 1f. Elect Valerie C. Montgomery Rice For For Management 1g. Elect John H. Noseworthy For For Management 1h. Elect Andrew Witty 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 Severance Approval Policy 5 Shareholder Proposal Regarding Report Against Against Shareholder on Political Expenditures and Values Congruency -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 25, 2022 Meeting Type: Annual Record Date: NOV 26, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Lloyd A. Carney For Against Management 1B. Elect Mary B. Cranston For For Management 1C. Elect Francisco Javier For For Management Fernandez-Carbajal 1D. Elect Alfred F. Kelly, Jr. For For Management 1E. Elect Ramon L. Laguarta For For Management 1F. Elect John F. Lundgren For For Management 1G. Elect Robert W. Matschullat For For Management 1H. Elect Denise M. Morrison For For Management 1I. Elect Linda Rendle For For Management 1J. Elect Maynard G. Webb For For Management 2. Advisory Vote on Executive Compensation For Against Management 3. Ratification of Auditor For For Management ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VANGUARD WHITEHALL FUNDS By: /s/Mortimer J. Buckley Mortimer J. Buckley* Chief Executive Officer, President, and Trustee Date: August 26, 2022 *By: /s/Anne E. Robinson Anne E. Robinson, pursuant to a Power of Attorney filed on November 29, 2021 (see File Number 33-64845) and a Power of Attorney filed on August 26, 2021 (see file Number 811-02652), Incorporated by Reference.