UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES INVESTMENT COMPANY ACT FILE NUMBER: 811-3916 NAME OF REGISTRANT: VANGUARD SPECIALIZED FUNDS ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482 NAME AND ADDRESS OF AGENT FOR SERVICE: ANNE E. ROBINSON PO BOX 876 VALLEY FORGE, PA 19482 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000 DATE OF FISCAL YEAR END: JANUARY 31 DATE OF REPORTING PERIOD: JULY 1, 2022 - JUNE 30, 2023 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 81103916G Reporting Period: 07/01/2022 - 06/30/2023 VANGUARD SPECIALIZED FUNDS Each investment advisor's votes cast are shown separately below. Sections without an investment advisor listed reflect votes cast by the Fund. The votes reported do not reflect any votes cast pursuant to a regulatory requirement. ================== VANGUARD DIVIDEND GROWTH FUND - WELLINGTON ================== ACCENTURE PLC Ticker: ACN Security ID: G1151C101 Meeting Date: FEB 01, 2023 Meeting Type: Annual Record Date: DEC 06, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Jaime Ardila For For Management 1b. Elect Nancy McKinstry For Against 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 Tracey T. Travis For Against Management 2. Advisory Vote on Executive Compensation For For Management 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 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 02, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Thomas J. Baltimore, Jr. For For Management 1b. Elect John J. Brennan For For Management 1c. Elect Peter Chernin For For Management 1d. Elect Walter J. Clayton III For For Management 1e. Elect Ralph de la Vega For For Management 1f. Elect Theodore J. Leonsis For For Management 1g. Elect Deborah P. Majoras 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. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 5. Shareholder Proposal Regarding Against Against Shareholder Severance Approval Policy 6. Shareholder Proposal Regarding Report Against Against Shareholder on Risks from Abortion-Related Information Requests -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 03027X100 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: MAR 27, 2023 # 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 Bruce L. Tanner For For Management 1l. Elect Samme L. Thompson For For Management 2. Ratification of Auditor For For Management 3. Advisory Vote on Executive Compensation For For Management 4. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation -------------------------------------------------------------------------------- AUTOMATIC DATA PROCESSING, INC. Ticker: ADP Security ID: 053015103 Meeting Date: NOV 09, 2022 Meeting Type: Annual Record Date: SEP 12, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Peter E. Bisson For For Management 1b. Elect David V. Goeckeler For For Management 1c. Elect Linnie M. Haynesworth For For Management 1d. Elect John P. Jones For For Management 1e. Elect Francine S. Katsoudas For For Management 1f. Elect Nazzic S. Keene For For Management 1g. Elect Thomas J. Lynch For For Management 1h. Elect Scott F. Powers For For Management 1i. Elect William J. Ready For Against Management 1j. Elect Carlos A. Rodriguez For For Management 1k. Elect Sandra S. Wijnberg For Against Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Amendment to the Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Ticker: BAX Security ID: 071813109 Meeting Date: MAY 02, 2023 Meeting Type: Annual Record Date: MAR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Jose E. Almeida For For Management 1b. Elect Michael F. Mahoney For For Management 1c. Elect Patricia Morrison For For Management 1d. Elect Stephen N. Oesterle For For Management 1e. Elect Nancy M. Schlichting For For Management 1f. Elect Brent Shafer For For Management 1g. Elect Catherine R. Smith For For Management 1h. Elect Amy M. Wendell For For Management 1i. Elect David S. Wilkes For For Management 1j. Elect Peter M. Wilver For For Management 2. Advisory Vote on Executive Compensation For Against Management 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Ratification of Auditor For For Management 5. Shareholder Proposal Regarding Against Against Shareholder Severance Approval Policy 6. Shareholder Proposal Regarding Against Against Shareholder Retention of Shares Until Normal Retirement Age -------------------------------------------------------------------------------- CANADIAN NATIONAL RAILWAY COMPANY Ticker: CNR Security ID: 136375102 Meeting Date: APR 25, 2023 Meeting Type: Annual Record Date: MAR 03, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Shauneen Bruder For For Management 1B Elect Jo-ann dePass Olsovsky For For Management 1C Elect David Freeman For For Management 1D Elect Denise Gray For For Management 1E Elect Justin M. Howell For For Management 1F Elect Susan C. Jones For For Management 1G Elect Robert Knight For For Management 1H Elect Michel Letellier For For Management 1I Elect Margaret A. McKenzie For For Management 1J Elect Al Monaco For For Management 1K Elect Tracy Robinson For For Management 2 Appointment of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management 4 Advisory Vote on Climate Action Plan For For Management 2 Elect Shauneen Bruder For For Management 3 Elect Jo-ann dePass Olsovsky For For Management 4 Elect David Freeman For For Management 5 Elect Denise Gray For For Management 6 Elect Justin M. Howell For For Management 7 Elect Susan C. Jones For For Management 8 Elect Robert Knight For For Management 9 Elect Michel Letellier For For Management 10 Elect Margaret A. McKenzie For For Management 11 Elect Al Monaco For For Management 12 Elect Tracy Robinson For For Management 13 Appointment of Auditor For For Management 14 Advisory Vote on Executive Compensation For For Management 15 Advisory Vote on Climate Action Plan For For Management -------------------------------------------------------------------------------- CHUBB LIMITED Ticker: CB Security ID: H1467J104 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 24, 2023 # 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 Nancy K. Buese For For Management 5f Elect Sheila P. Burke For For Management 5g Elect Michael L. Corbat For For Management 5h Elect Robert J. Hugin For For Management 5i Elect Robert W. Scully For For Management 5j Elect Theodore E. Shasta For For Management 5k Elect David H. Sidwell For For Management 5l Elect Olivier Steimer 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 David H. Sidwell For For Management 7c Elect Frances F. Townsend For For Management 8 Appointment of Independent Proxy For For Management (Switzerland) 9a Amendments to Articles (Revision of For For Management Law) 9b Amendment to Advance Notice Period For For Management 10a Cancellation of Shares For For Management 10b Amendment to Par Value For For Management 11a Board Compensation For For Management 11b Executive Compensation (Binding) For For Management 11c Compensation Report (Switzerland) 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 Shareholder Proposal Regarding Against Against Shareholder Aligning GHG Reductions with Paris Agreement 15 Shareholder Proposal Regarding Human Against Against Shareholder Rights Risks and Underwriting Process A Additional or Amended Proposals For Against Management -------------------------------------------------------------------------------- COLGATE-PALMOLIVE COMPANY Ticker: CL Security ID: 194162103 Meeting Date: MAY 12, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect John P. Bilbrey For For Management 1b. Elect John T. Cahill For For Management 1c. Elect Steve A. Cahillane For For Management 1d. Elect Lisa M. Edwards For For Management 1e. Elect C. Martin Harris For For Management 1f. Elect Martina Hund-Mejean For For Management 1g. Elect Kimberly A. Nelson For For Management 1h. Elect Lorrie M. Norrington For For Management 1i. Elect Michael B. Polk For For Management 1j. Elect Stephen I. Sadove For For Management 1k. Elect Noel R. Wallace For For Management 2. Ratification of Auditor For For Management 3. Advisory Vote on Executive Compensation For For Management 4. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 5. Shareholder Proposal Regarding Against For Shareholder Independent Chair 6. Shareholder Proposal Regarding Against Against Shareholder Retention of Shares Until Normal Retirement Age -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 19, 2023 Meeting Type: Annual Record Date: NOV 11, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Susan L. Decker For For Management 1b. Elect Kenneth D. Denman For For Management 1c. Elect Richard A. Galanti For For Management 1d. Elect Hamilton E. James For For Management 1e. Elect W. Craig Jelinek For For Management 1f. Elect Sally Jewell For For Management 1g. Elect Charles T. Munger For For Management 1h. Elect Jeffrey S. Raikes For For Management 1i. Elect John W. Stanton For For Management 1j. Elect Ron M. Vachris For For Management 1k. Elect Mary Agnes Wilderotter For For Management 2. Ratification of Auditor For For Management 3. Advisory Vote on Executive Compensation For For Management 4. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 5. Shareholder Proposal Regarding Report Against Against Shareholder On Risks From State Policies Restricting Reproductive Health Care -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 09, 2023 Meeting Type: Annual Record Date: MAR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Rainer M. Blair For For Management 1b. Elect Feroz Dewan For For Management 1c. Elect Linda P. Hefner Filler For For Management 1d. Elect Teri L. List For Against Management 1e. Elect Walter G. Lohr, Jr. For For Management 1f. Elect Jessica L. Mega For For Management 1g. Elect Mitchell P. Rales For For Management 1h. Elect Steven M. Rales For For Management 1i. Elect Pardis C. Sabeti For For Management 1j. Elect A. Shane Sanders For For Management 1k. Elect John T. Schwieters For For Management 1l. Elect Alan G. Spoon For Against Management 1m. Elect Raymond C. Stevens For For Management 1n. Elect Elias A. Zerhouni For For Management 2. Ratification of Auditor For For Management 3. Advisory Vote on Executive Compensation For For Management 4. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 5. Shareholder Proposal Regarding Against Against Shareholder Independent Chair 6. Shareholder Proposal Regarding Against Against Shareholder Diversity and Inclusion Report -------------------------------------------------------------------------------- DEERE & COMPANY Ticker: DE Security ID: 244199105 Meeting Date: FEB 22, 2023 Meeting Type: Annual Record Date: DEC 27, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Leanne G. Caret For For Management 1b. Elect Tamra A. Erwin For For Management 1c. Elect Alan C. Heuberger For For Management 1d. Elect Charles O. Holliday, Jr. For For Management 1e. Elect Michael O. Johanns For For Management 1f. Elect Clayton M. Jones For For Management 1g. Elect John C. May For For Management 1h. Elect Gregory R. Page For For Management 1i. Elect Sherry M. Smith For For Management 1j. Elect Dmitri L. Stockton For For Management 1k. Elect Sheila G. Talton For For Management 2. Advisory Vote on Executive Compensation For For Management 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Ratification of Auditor For For Management 5. Shareholder Proposal Regarding Against Against Shareholder Severance Approval Policy -------------------------------------------------------------------------------- DIAGEO PLC Ticker: DGE Security ID: G42089113 Meeting Date: OCT 06, 2022 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accounts and Reports For For Management 2 Remuneration Report For For Management 3 Final Dividend For For Management 4 Elect Karen Blackett For For Management 5 Elect Melissa Bethell For For Management 6 Elect Lavanya Chandrashekar For For Management 7 Elect Valerie Chapoulaud-Floquet For For Management 8 Elect Javier Ferran For For Management 9 Elect Susan Kilsby For For Management 10 Elect John A. Manzoni For For Management 11 Elect Lady Nicola Mendelsohn For For Management 12 Elect Ivan Menezes For For Management 13 Elect Alan Stewart For For Management 14 Elect Ireena Vittal For Against Management 15 Appointment of Auditor For For Management 16 Authority to Set Auditor's Fees For For Management 17 Authorisation of Political Donations For For Management 18 Amendment to the Irish Share Ownership For For Management Plan 19 Authority to Issue Shares w/ For For Management Preemptive Rights 20 Authority to Issue Shares w/o For For Management Preemptive Rights 21 Authority to Repurchase Shares For For Management 22 Authority to Set General Meeting For Against Management Notice Period at 14 Days -------------------------------------------------------------------------------- ECOLAB INC. Ticker: ECL Security ID: 278865100 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 07, 2023 # 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 Eric M. Green For For Management 1f. Elect Arthur J. Higgins For For Management 1g. Elect Michael Larson For For Management 1h. Elect David W. MacLennan For For Management 1i. Elect Tracy B. McKibben For For Management 1j. Elect Lionel L. Nowell, III For Against Management 1k. Elect Victoria J. Reich For Against Management 1l. Elect Suzanne M. Vautrinot For For Management 1m. Elect John J. Zillmer For Against Management 2. Ratification of Auditor For For Management 3. Approval of the 2023 Stock Incentive For For Management Plan 4. Amendment to the Stock Purchase Plan For For Management 5. Advisory Vote on Executive Compensation For For Management 6. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 7. Shareholder Proposal Regarding Against For Shareholder Independent Chair -------------------------------------------------------------------------------- GENERAL DYNAMICS CORPORATION Ticker: GD Security ID: 369550108 Meeting Date: MAY 03, 2023 Meeting Type: Annual Record Date: MAR 08, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Richard D. Clarke For For Management 1b. Elect James S. Crown For For Management 1c. Elect Rudy F. deLeon For For Management 1d. Elect Cecil D. Haney For For Management 1e. Elect Mark M. Malcolm For For Management 1f. Elect James N. Mattis For For Management 1g. Elect Phebe N. Novakovic For For Management 1h. Elect C. Howard Nye For For Management 1i. Elect Catherine B. Reynolds For For Management 1j. Elect Laura J. Schumacher For For Management 1k. Elect Robert K. Steel For For Management 1l. Elect John G. Stratton For For Management 1m. Elect Peter A. Wall For For Management 2. Amendment to Articles Limiting the For For Management Liability of Certain Officers 3. Ratification of Auditor For For Management 4. Advisory Vote on Executive Compensation For For Management 5. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 6. Shareholder Proposal Regarding Report Against Against Shareholder on Human Rights Impact Assessments 7. Shareholder Proposal Regarding Against For Shareholder Independent Chair -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Ticker: HON Security ID: 438516106 Meeting Date: MAY 19, 2023 Meeting Type: Annual Record Date: MAR 24, 2023 # 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 Vimal Kapur For For Management 1H. Elect Rose Lee For For Management 1I. Elect Grace D. Lieblein For For Management 1J. Elect Robin L. Washington For Against Management 1K. Elect Robin Watson For For Management 2. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 3. Advisory Vote on Executive Compensation For For Management 4. Ratification of Auditor For For Management 5. Shareholder Proposal Regarding Against For Shareholder Independent Chair 6. Shareholder Proposal Regarding Against Against Shareholder Environmental and Health Impact Report -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 27, 2023 Meeting Type: Annual Record Date: FEB 28, 2023 # 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 Jennifer A. Doudna For For Management 1e. Elect Joaquin Duato For For Management 1f. Elect Marillyn A. Hewson For For Management 1g. Elect Paula A. Johnson For For Management 1h. Elect Hubert Joly For For Management 1I. Elect Mark B. McClellan For For Management 1j. Elect Anne Mulcahy For For Management 1k. Elect Mark A. Weinberger For For Management 1l. Elect Nadja Y. West For For Management 2. Advisory Vote on Executive Compensation For For Management 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Ratification of Auditor For For Management 5. Shareholder Proposal Regarding Against Against Shareholder Adoption of Mandatory Arbitration Bylaw 6. Shareholder Proposal Regarding Report Against Against Shareholder on Access to COVID-19 Products 7. Shareholder Proposal Prohibiting Against For Shareholder Adjustments for Legal and Compliance Costs 8. Shareholder Proposal Regarding Against Against Shareholder Extended Patent Exclusivities and Application for Secondary and Tertiary Patents -------------------------------------------------------------------------------- LINDE PLC Ticker: LIN Security ID: G5494J103 Meeting Date: JUL 25, 2022 Meeting Type: Annual Record Date: APR 28, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Stephen F. Angel For For Management 1b. Elect Sanjiv Lamba For For Management 1c. Elect Ann-Kristin Achleitner For For Management 1d. Elect Thomas Enders For For Management 1e. Elect Edward G. Galante For For Management 1f. Elect Joe Kaeser For For Management 1g. Elect Victoria Ossadnik For For Management 1h. Elect Martin H. Richenhagen For For Management 1i. Elect Alberto Weisser For For Management 1j. Elect Robert L. Wood For For Management 2a. Ratification of Auditor For For Management 2b. Authority to Set Auditor's Fees For For Management 3. Advisory Vote on Executive Compensation For For Management 4. Remuneration Report For For Management 5. Determination of Price Range for For For Management Re-allotment of Treasury Shares 6. Shareholder Proposal Regarding Simple Against Against Shareholder Majority Vote -------------------------------------------------------------------------------- LINDE PLC Ticker: LIN Security ID: G5494J111 Meeting Date: JAN 18, 2023 Meeting Type: Special Record Date: DEC 09, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1. Approval of Scheme of Arrangement For For Management -------------------------------------------------------------------------------- LINDE PLC Ticker: LIN Security ID: G5494J103 Meeting Date: JAN 18, 2023 Meeting Type: Special Record Date: DEC 09, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1. Approval of Scheme of Arrangement For For Management 2. Amendments to Articles For For Management 3. Dissolution Merger For For Management -------------------------------------------------------------------------------- LOCKHEED MARTIN CORPORATION Ticker: LMT Security ID: 539830109 Meeting Date: APR 27, 2023 Meeting Type: Annual Record Date: FEB 24, 2023 # 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. Advisory Vote on Executive Compensation For For Management 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Ratification of Auditor For For Management 5. Shareholder Proposal Regarding Against For Shareholder Independent Chair 6. Shareholder Proposal Regarding Report Against Against Shareholder on Human Rights Impact Assessments 7. Shareholder Proposal Regarding Report Against For Shareholder on Aligning Value Chain GHG Reductions with Paris Agreement -------------------------------------------------------------------------------- MARSH & MCLENNAN COMPANIES, INC. Ticker: MMC Security ID: 571748102 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 20, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Anthony K. Anderson For For Management 1b. Elect John Q. Doyle For For Management 1c. Elect Hafize Gaye Erkan For For Management 1d. Elect Oscar Fanjul Martin For For Management 1e. Elect H. Edward Hanway For For Management 1f. Elect Judith Hartmann For For Management 1g. Elect Deborah C. Hopkins For For Management 1h. Elect Tamara Ingram For For Management 1i. Elect Jane H. Lute For For Management 1j. Elect Steven A. Mills For For Management 1k. Elect Bruce P. Nolop For For Management 1l. Elect Morton O. Schapiro For For Management 1m. Elect Lloyd M. Yates For For Management 1n. Elect Ray G. Young For For Management 2. Advisory Vote on Executive Compensation For For Management 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Ratification of Auditor For For Management -------------------------------------------------------------------------------- MASTERCARD INCORPORATED Ticker: MA Security ID: 57636Q104 Meeting Date: JUN 27, 2023 Meeting Type: Annual Record Date: APR 28, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Merit E. Janow For For Management 1b. Elect Candido Botelho Bracher For For Management 1c. Elect Richard K. Davis For For Management 1d. Elect Julius Genachowski For For Management 1e. Elect Choon Phong Goh For For Management 1f. Elect Oki Matsumoto For For Management 1g. Elect Michael Miebach For For Management 1h. Elect Youngme E. Moon For For Management 1i. Elect Rima Qureshi For For Management 1j. Elect Gabrielle Sulzberger For For Management 1k. Elect Harit Talwar For For Management 1l. Elect Lance Uggla For For Management 2. Advisory Vote on Executive Compensation For For Management 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Approval of the Employee Stock For For Management Purchase Plan 5. Ratification of Auditor For For Management 6. Shareholder Proposal Regarding Report Against Against Shareholder on Board Oversight of Discrimination 7. Shareholder Proposal Regarding Report Against Against Shareholder on Oversight of Merchant Category Codes 8. Shareholder Proposal Regarding Against Against Shareholder Lobbying Report 9. Shareholder Proposal Regarding Against For Shareholder Shareholder Approval of Advance Notice Provisions 10. Shareholder Proposal Regarding Cost Against Against Shareholder Benefit Analysis of Global Diversity and Inclusion Efforts -------------------------------------------------------------------------------- MCDONALD'S CORPORATION Ticker: MCD Security ID: 580135101 Meeting Date: MAY 25, 2023 Meeting Type: Annual Record Date: MAR 27, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Anthony G. Capuano For For Management 1b. Elect Kareem Daniel For For Management 1c. Elect Lloyd H. Dean For For Management 1d. Elect Catherine Engelbert For For Management 1e. Elect Margaret H. Georgiadis For For Management 1f. Elect Enrique Hernandez, Jr. For Against Management 1g. Elect Christopher Kempczinski For For Management 1h. Elect Richard H. Lenny For For Management 1i. Elect John Mulligan For For Management 1j. Elect Jennifer Taubert For For Management 1k. Elect Paul S. Walsh For For Management 1l. Elect Amy Weaver For For Management 1m. Elect Miles D. White For For Management 2. Advisory Vote on Executive Compensation For For Management 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Ratification of Auditor For For Management 5. Shareholder Proposal Regarding Policy Against Against Shareholder on Use of Medically-Important Antibiotics in the Beef and Pork Supply Chain 6. Shareholder Proposal Regarding Against Against Shareholder Compliance With WHO Guidelines on Medically-Important Antimicrobials in Supply Chain 7. Shareholder Proposal Regarding Report Against Against Shareholder on Corporate Operations with China 8. Shareholder Proposal Regarding Civil Against Against Shareholder Rights Audit 9. Shareholder Proposal Regarding Against For Shareholder Lobbying Report 10. Shareholder Proposal Regarding Against Against Shareholder Transparency Report on Global Public Policy And Political Influence 11. Shareholder Proposal Regarding Against Against Shareholder Disclosure of Animal Welfare Indicators -------------------------------------------------------------------------------- MEDTRONIC PLC Ticker: MDT Security ID: 585055106 Meeting Date: DEC 08, 2022 Meeting Type: Annual Record Date: OCT 11, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Richard H. Anderson For For Management 1b. Elect Craig Arnold For For Management 1c. Elect Scott C. Donnelly For For Management 1d. Elect Lidia L. Fonseca For For Management 1e. Elect Andrea J. Goldsmith For For Management 1f. Elect Randall J. Hogan, III For For Management 1g. Elect Kevin E. Lofton For For Management 1h. Elect Geoffrey Straub Martha For For Management 1i. Elect Elizabeth G. Nabel For For Management 1j. Elect Denise M. O'Leary For For Management 1k. Elect Kendall J. Powell For For Management 2 Appointment of Auditor and Authority For For Management to Set Fees 3 Advisory Vote on Executive Compensation For For Management 4 Authority to Issue Shares w/ For For Management Preemptive Rights 5 Authority to Issue Shares w/o For For Management Preemptive Rights 6 Authority to Repurchase Shares For For Management -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 58933Y105 Meeting Date: MAY 23, 2023 Meeting Type: Annual Record Date: MAR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Douglas M. Baker, Jr. For For Management 1b. Elect Mary Ellen Coe For For Management 1c. Elect Pamela J. Craig For For Management 1d. Elect Robert M. Davis For For Management 1e. Elect Thomas H. Glocer For For Management 1f. Elect Risa Lavizzo-Mourey For For Management 1g. Elect Stephen L. Mayo For For Management 1h. Elect Paul B. Rothman For For Management 1i. Elect Patricia F. Russo For Against Management 1j. Elect Christine E. Seidman For For Management 1k. Elect Inge G. Thulin For For Management 1l. Elect Kathy J. Warden For For Management 1m. Elect Peter C. Wendell For For Management 2. Advisory Vote on Executive Compensation For For Management 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Ratification of Auditor For For Management 5. Shareholder Proposal Regarding Report Against Against Shareholder on Corporate Operations with China 6. Shareholder Proposal Regarding Report Against Against Shareholder on Access to COVID-19 Products 7. Shareholder Proposal Regarding Against Against Shareholder Third-Party Political Expenditures Reporting 8. Shareholder Proposal Regarding Against Against Shareholder Extended Patent Exclusivities and Application for Secondary and Tertiary Patents 9. Shareholder Proposal Regarding Against Against Shareholder Congruency Report of Partnerships with Certain Organizations 10. Shareholder Proposal Regarding Against For Shareholder Independent Chair -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: DEC 13, 2022 Meeting Type: Annual Record Date: OCT 12, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Reid G. Hoffman For For Management 1b. Elect Hugh F. Johnston For For Management 1c. Elect Teri L. List For For Management 1d. Elect Satya Nadella For For Management 1e. Elect Sandra E. Peterson For For Management 1f. Elect Penny S. Pritzker For For Management 1g. Elect Carlos A. Rodriguez For For Management 1h. Elect Charles W. Scharf For For Management 1i. Elect John W. Stanton For For Management 1j. Elect John W. Thompson For For Management 1k. Elect Emma N. Walmsley For For Management 1l. Elect Padmasree Warrior For For Management 2 Advisory Vote on Executive Compensation For For Management 3 Ratification of Auditor For For Management 4 Shareholder Proposal Regarding Cost Against Against Shareholder Benefit Analysis of Global Diversity and Inclusion Efforts 5 Shareholder Proposal Regarding Report Against Against Shareholder on Hiring Practices 6 Shareholder Proposal Regarding Against Against Shareholder Managing Climate Risk in Employee Retirement Options 7 Shareholder Proposal Regarding Report Against For Shareholder on Government Use of Technology 8 Shareholder Proposal Regarding Risks Against Against Shareholder of Developing Military Weapons 9 Shareholder Proposal Regarding Report Against Against Shareholder on Tax Transparency -------------------------------------------------------------------------------- NEXTERA ENERGY, INC. Ticker: NEE Security ID: 65339F101 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 22, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Nicole S. Arnaboldi For For Management 1b. Elect Sherry S. Barrat For For Management 1c. Elect James L. Camaren For For Management 1d. Elect Kenneth B. Dunn For For Management 1e. Elect Naren K. Gursahaney For For Management 1f. Elect Kirk S. Hachigian For For Management 1g. Elect John W. Ketchum For For Management 1h. Elect Amy B. Lane For For Management 1i. Elect David L. Porges For For Management 1j. Elect Dev Stahlkopf For For Management 1k. Elect John Arthur Stall For For Management 1l. Elect Darryl L. Wilson For For Management 2. Ratification of Auditor For For Management 3. Advisory Vote on Executive Compensation For For Management 4. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 5. Shareholder Proposal Regarding Against Against Shareholder Disclosure of a Board Diversity and Skills Matrix -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 09, 2022 Meeting Type: Annual Record Date: JUL 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Alan B. Graf, Jr. For For Management 1b. Elect Peter B. Henry For For Management 1c. Elect Michelle A. Peluso For For Management 2. Advisory Vote on Executive Compensation For For Management 3. Ratification of Auditor For For Management 4. Amendment to the Employee Stock For For Management Purchase Plan 5. Shareholder Proposal Regarding Policy Against Against Shareholder to Pause Sourcing of Raw Materials from China -------------------------------------------------------------------------------- NORTHROP GRUMMAN CORPORATION Ticker: NOC Security ID: 666807102 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 21, 2023 # 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 Ann M. Fudge For For Management 1e. Elect Madeleine A. Kleiner For For Management 1f. Elect Arvind Krishna For For Management 1g. Elect Graham N. Robinson For For Management 1h. Elect Kimberly A. Ross For For Management 1i. Elect Gary Roughead For For Management 1j. Elect Thomas M. Schoewe For For Management 1k. Elect James S. Turley For Against Management 1l. Elect Mark A. Welsh III For For Management 1m. Elect Mary A. Winston For For Management 2. Advisory Vote on Executive Compensation For For Management 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Ratification of Auditor For For Management 5. Reduction of the Ownership Threshold For For Management Required to Call a Special Meeting of Shareholders 6. Shareholder Proposal Regarding Against Against Shareholder Alignment of Political Activities with Human Rights Policy 7. Shareholder Proposal Regarding Against For Shareholder Independent Chair -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 03, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Segun Agbaje For For Management 1b. Elect Jennifer Bailey 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 Susan M. Diamond For For Management 1g. Elect Dina Dublon For For Management 1h. Elect Michelle D. Gass For For Management 1i. Elect Ramon L. Laguarta For For Management 1j. Elect Dave Lewis For For Management 1k. Elect David C. Page For For Management 1l. Elect Robert C. Pohlad For For Management 1m. Elect Daniel L. Vasella For For Management 1n. Elect Darren Walker For For Management 1o. Elect Alberto Weisser For For Management 2. Ratification of Auditor For For Management 3. Advisory Vote on Executive Compensation For For Management 4. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 5. Shareholder Proposal Regarding Against Against Shareholder Independent Chair 6. Shareholder Proposal Regarding Against Against Shareholder Transparency Report on Global Public Policy and Political Influence 7. Shareholder Proposal Regarding Report Against Against Shareholder On Risks From State Policies Restricting Reproductive Health Care 8. Shareholder Proposal Regarding Against Against Shareholder Congruency Report on Net-Zero Emissions Policy -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 27, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Ronald E. Blaylock For For Management 1b. Elect Albert Bourla For For Management 1c. Elect Susan Desmond-Hellmann For For Management 1d. Elect Joseph J. Echevarria For For Management 1e. Elect Scott Gottlieb For For Management 1f. Elect Helen H. Hobbs For For Management 1g. Elect Susan Hockfield For For Management 1h. Elect Dan R. Littman For For Management 1i. Elect Shantanu Narayen For For Management 1j. Elect Suzanne Nora Johnson For For Management 1k. Elect James Quincey For For Management 1l. Elect James C. Smith For For Management 2. Ratification of Auditor For For Management 3. Advisory Vote on Executive Compensation For For Management 4. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 5. Shareholder Proposal Regarding Against Against Shareholder Severance Approval Policy 6. Shareholder Proposal Regarding Against For Shareholder Independent Chair 7. Shareholder Proposal Regarding Against Against Shareholder Intellectual Property 8. Shareholder Proposal Regarding Against Against Shareholder Extended Patent Exclusivities and Application for Secondary and Tertiary Patents 9. Shareholder Proposal Regarding Report Against Against Shareholder on Political Expenditures and Values Congruency -------------------------------------------------------------------------------- PUBLIC STORAGE Ticker: PSA Security ID: 74460D109 Meeting Date: MAY 02, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Ronald L. Havner, Jr. For For Management 1b. Elect Tamara Hughes Gustavson For For Management 1c. Elect Leslie Stone Heisz For For Management 1d. Elect Shankh S. Mitra For For Management 1e. Elect David J. Neithercut For For Management 1f. Elect Rebecca L. Owen For For Management 1g. Elect Kristy M. Pipes For For Management 1h. Elect Avedick B. Poladian For For Management 1i. Elect John Reyes For For Management 1j. Elect Joseph D. Russell, Jr. For For Management 1k. Elect Tariq M. Shaukat For For Management 1l. Elect Ronald P. Spogli For For Management 1m. Elect Paul S. Williams For For Management 2. Advisory Vote on Executive Compensation For For Management 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Ratification of Auditor For For Management 5. Shareholder Proposal Regarding GHG Against Against Shareholder Targets and Alignment with Paris Agreement -------------------------------------------------------------------------------- RAYTHEON TECHNOLOGIES CORPORATION Ticker: RTX Security ID: 75513E101 Meeting Date: MAY 02, 2023 Meeting Type: Annual Record Date: MAR 07, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Tracy A. Atkinson For For Management 1b. Elect Leanne G. Caret For For Management 1c. Elect Bernard A. Harris, Jr. For For Management 1d. Elect Gregory J. Hayes For For Management 1e. Elect George R. Oliver For For Management 1f. Elect Robert K. Ortberg For For Management 1g. Elect Dinesh C. Paliwal For For Management 1h. Elect Ellen M. Pawlikowski For For Management 1i. Elect Denise L. Ramos For For Management 1j. Elect Fredric G. Reynolds For For Management 1k. Elect Brian C. Rogers For For Management 1l. Elect James A. Winnefeld, Jr. For For Management 1m. Elect Robert O. Work For For Management 2. Advisory Vote on Executive Compensation For For Management 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Ratification of Auditor For For Management 5. Elimination of Supermajority For For Management Requirement 6. Amendment to Articles to Limit For For Management Liability of Certain Officers 7. Shareholder Proposal Regarding Against Against Shareholder Independent Chair 8. Shareholder Proposal Regarding Report Against For Shareholder on Aligning Value Chain GHG Reductions with Paris Agreement -------------------------------------------------------------------------------- STRYKER CORPORATION Ticker: SYK Security ID: 863667101 Meeting Date: MAY 10, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # 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. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 5. Shareholder Proposal Regarding Against Against Shareholder Political Contributions and Expenditures Report -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Security ID: 882508104 Meeting Date: APR 27, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Mark A. Blinn For For Management 1b. Elect Todd M. Bluedorn For For Management 1c. Elect Janet F. Clark For For Management 1d. Elect Carrie S. Cox For Against Management 1e. Elect Martin S. Craighead For For Management 1f. Elect Curtis C. Farmer For For Management 1g. Elect Jean M. Hobby For Against Management 1h. Elect Haviv Ilan For For Management 1i. Elect Ronald Kirk For For Management 1j. Elect Pamela H. Patsley For Against Management 1k. Elect Robert E. Sanchez For For Management 1l. Elect Richard K. Templeton For For Management 2. Amendment to the 2014 Employee Stock For For Management Purchase Plan 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Advisory Vote on Executive Compensation For Against Management 5. Ratification of Auditor For For Management 6. Shareholder Proposal Regarding Right Against For Shareholder to Call Special Meetings 7. Shareholder Proposal Regarding Report Against Against Shareholder on Customer Due Diligence -------------------------------------------------------------------------------- THE COCA-COLA COMPANY Ticker: KO Security ID: 191216100 Meeting Date: APR 25, 2023 Meeting Type: Annual Record Date: FEB 24, 2023 # 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 For Management 1f. Elect Carolyn N. Everson For For Management 1g. Elect Helene D. Gayle For For Management 1h. Elect Alexis M. Herman For For Management 1i. Elect Maria Elena Lagomasino For For Management 1j. Elect Amity Millhiser For For Management 1k. Elect James Quincey For For Management 1l. Elect Caroline J. Tsay For For Management 1m. Elect David B. Weinberg For For Management 2. Advisory Vote on Executive Compensation For For Management 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Ratification of Auditor For For Management 5. Shareholder Proposal Regarding Racial Against Against Shareholder Equity Audit 6. Shareholder Proposal Regarding Against Against Shareholder Transparency Report on Global Public Policy and Political Influence 7. Shareholder Proposal Regarding Report Against Against Shareholder on Political Expenditures and Values Congruency 8. Shareholder Proposal Regarding Against Against Shareholder Independent Chair 9. Shareholder Proposal Regarding Report Against Against Shareholder On Risks From State Policies Restricting Reproductive Health Care -------------------------------------------------------------------------------- THE HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 20, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Gerard J. Arpey For For Management 1b. Elect Ari Bousbib For For Management 1c. Elect Jeffery H. Boyd For For Management 1d. Elect Gregory D. Brenneman For For Management 1e. Elect J. Frank Brown For For Management 1f. Elect Albert P. Carey For For Management 1g. Elect Edward P. Decker For For Management 1h. Elect Linda R. Gooden For For Management 1i. Elect Wayne M. Hewett For For Management 1j. Elect Manuel Kadre For For Management 1k. Elect Stephanie C. Linnartz For For Management 1l. Elect Paula Santilli For For Management 1m. Elect Caryn Seidman-Becker For For Management 2. Ratification of Auditor For For Management 3. Advisory Vote on Executive Compensation For For Management 4. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 5. Shareholder Proposal Regarding Against Against Shareholder Reducing Ownership Threshold Required to Act by Written Consent 6. Shareholder Proposal Regarding Against Against Shareholder Independent Chair 7. Shareholder Proposal Regarding Report Against Against Shareholder on Political Expenditures and Values Congruency 8. Shareholder Proposal Regarding Against Against Shareholder Rescission of Majority-Supported Shareholder Proposal 9. Shareholder Proposal Regarding Public Against Against Shareholder Positions on Political Speech -------------------------------------------------------------------------------- THE PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475105 Meeting Date: APR 26, 2023 Meeting Type: Annual Record Date: FEB 03, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Joseph Alvarado For For Management 1b. Elect Debra A. Cafaro For For Management 1c. Elect Marjorie Rodgers Cheshire For For Management 1d. Elect William S. Demchak For For Management 1e. Elect Andrew T. Feldstein For For Management 1f. Elect Richard J. Harshman For For Management 1g. Elect Daniel R. Hesse For For Management 1h. Elect Renu Khator For For Management 1i. Elect Linda R. Medler For For Management 1j. Elect Robert A. Niblock For For Management 1k. Elect Martin Pfinsgraff For For Management 1l. Elect Bryan S. Salesky For For Management 1m. Elect Toni Townes-Whitley For For Management 2. Ratification of Auditor For For Management 3. Advisory Vote on Executive Compensation For For Management 4. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation -------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Ticker: PG Security ID: 742718109 Meeting Date: OCT 11, 2022 Meeting Type: Annual Record Date: AUG 12, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect B. Marc Allen For For Management 1b. Elect Angela F. Braly For For Management 1c. Elect Amy L. Chang For For Management 1d. Elect Joseph Jimenez For For Management 1e. Elect Christopher Kempczinski For For Management 1f. Elect Debra L. Lee For For Management 1g. Elect Terry J. Lundgren For For Management 1h. Elect Christine M. McCarthy For For Management 1i. Elect Jon R. Moeller For For Management 1j. Elect Rajesh Subramaniam For For Management 1k. Elect Patricia A. Woertz For For Management 2 Ratification of Auditor For For Management 3 Advisory Vote on Executive Compensation For For Management -------------------------------------------------------------------------------- THE TJX COMPANIES, INC. Ticker: TJX Security ID: 872540109 Meeting Date: JUN 06, 2023 Meeting Type: Annual Record Date: APR 13, 2023 # 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 Amy B. Lane For For Management 1h. Elect Carol Meyrowitz For For Management 1i. Elect Jackwyn L. Nemerov For For Management 2. Ratification of Auditor For For Management 3. Advisory Vote on Executive Compensation For For Management 4. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 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 Paid Against Against Shareholder Sick Leave -------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Ticker: UNP Security ID: 907818108 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 17, 2023 # 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 Against 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 Against Management 2. Ratification of Auditor For For Management 3. Advisory Vote on Executive Compensation For For Management 4. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 5. Shareholder Proposal Regarding Against Against Shareholder Independent Chair 6. Shareholder Proposal Regarding Against For Shareholder Shareholder Approval of Advance Notice Provisions 7. Shareholder Proposal Regarding Paid Against Against Shareholder Sick Leave -------------------------------------------------------------------------------- UNITED PARCEL SERVICE, INC. Ticker: UPS Security ID: 911312106 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 09, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Carol B. Tome For For Management 1b. Elect Rodney C. Adkins For Against Management 1c. Elect Eva C. Boratto For For Management 1d. Elect Michael J. Burns For For Management 1e. Elect Wayne M. Hewett For For Management 1f. Elect Angela Hwang For For Management 1g. Elect Kate E. Johnson For For Management 1h. Elect William R. Johnson For For Management 1i. Elect Franck J. Moison For For Management 1j. Elect Christiana Smith Shi For For Management 1k. Elect Russell Stokes For For Management 1l. Elect Kevin M. Warsh For For Management 2. Advisory Vote on Executive Compensation For For Management 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Ratification of Auditor For For Management 5. Shareholder Proposal Regarding Against For Shareholder Recapitalization 6. Shareholder Proposal Regarding Report Against Against Shareholder on Science-Based GHG Targets and Alignment with Paris Agreement 7. Shareholder Proposal Regarding Report Against Against Shareholder on Linking Executive Pay to GHG Emissions Reduction Targets 8. Shareholder Proposal Regarding Just Against Against Shareholder Transition Reporting 9. Shareholder Proposal Regarding Report Against Against Shareholder On Risks From State Policies Restricting Reproductive Health Care 10. Shareholder Proposal Regarding Civil Against Against Shareholder Rights Audit 11. Shareholder Proposal Regarding Against Against Shareholder Diversity and Inclusion Report -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 05, 2023 Meeting Type: Annual Record Date: APR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Timothy P. Flynn For For Management 1b. Elect Paul R. Garcia For For Management 1c. Elect Kristen Gil For For Management 1d. Elect Stephen J. Hemsley For For Management 1e. Elect Michele J. Hooper For For Management 1f. Elect F. William McNabb, III For For Management 1g. Elect Valerie C. Montgomery Rice For For Management 1h. Elect John H. Noseworthy For For Management 1i. Elect Andrew Witty For For Management 2. Advisory Vote on Executive Compensation For For Management 3. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Ratification of Auditor For For Management 5. Shareholder Proposal Regarding Racial Against For Shareholder Equity Audit 6. Shareholder Proposal Regarding Report Against Against Shareholder on Political Expenditures and Values Congruency 7. Shareholder Proposal Regarding Against Against Shareholder Severance Approval Policy -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 24, 2023 Meeting Type: Annual Record Date: NOV 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Lloyd A. Carney For Against Management 1b. Elect Kermit R. Crawford 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 Teri L. List For For Management 1g. Elect John F. Lundgren 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. Frequency of Advisory Vote on 1 Year 1 Year Management Executive Compensation 4. Ratification of Auditor For For Management 5. Shareholder Proposal Regarding Against Abstain Shareholder Independent Chair ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VANGUARD SPECIALIZED FUNDS By: /s/Mortimer J. Buckley Mortimer J. Buckley* Chief Executive Officer, President, and Trustee Date: August 28, 2023 *By: /s/Anne E. Robinson Anne E. Robinson, pursuant to a Power of Attorney filed on July 21, 2023 (see File Number 33-53683) and to a Power of Attorney filed on March 29, 2023 (see File Number 2-11444), Incorporated by Reference.