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: 81103916C
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 GLOBAL ESG SELECT STOCK 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
--------------------------------------------------------------------------------
AIA GROUP LIMITED
Ticker: 1299 Security ID: Y002A1105
Meeting Date: MAY 18, 2023 Meeting Type: Annual
Record Date: MAY 12, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1 Accounts and Reports For For Management
2 Allocation of Profits/Dividends For For Management
3 Elect Edmund TSE Sze Wing For For Management
4 Elect Jack SO Chak Kwong For For Management
5 Elect Lawrence LAU Juen-Yee For Against Management
6 Appointment of Auditor and Authority For For Management
to Set Fees
7A Authority to Issue Shares w/o For For Management
Preemptive Rights
7B Authority to Repurchase Shares For For Management
8 Directors' Fees For For Management
9 Amendment to the Share Option Scheme For For Management
10 Adoption of Amended Restricted Share For For Management
Unit Scheme
11 Adoption of the Amended Employee Share For For Management
Purchase Plan
12 Adoption of the Amended Agency Share For For Management
Purchase Plan
--------------------------------------------------------------------------------
ASML HOLDING N.V.
Ticker: ASML Security ID: N07059202
Meeting Date: APR 26, 2023 Meeting Type: Annual
Record Date: MAR 29, 2023
# Proposal Mgt Rec Vote Cast Sponsor
3a Remuneration Report For For Management
3b Accounts and Reports For For Management
3d Allocation of Dividends For For Management
4a Ratification of Management Board Acts For For Management
4b Ratification of Supervisory Board Acts For For Management
5 Long-Term Incentive Plan; Authority to For For Management
Issue Shares
6a Supervisory Board Remuneration Policy For For Management
6b Supervisory Board Fees For For Management
8a Elect Nils Andersen to the Supervisory For For Management
Board
8b Elect Jack P. de Kreij to the For Against Management
Supervisory Board
9 Appointment of Auditor For For Management
10a Authority to Issue Shares w/ For For Management
Preemptive Rights
10b Authority to Suppress Preemptive Rights For For Management
11 Authority to Repurchase Shares For For Management
12 Cancellation of Shares For For Management
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
BCE INC.
Ticker: BCE Security ID: 05534B760
Meeting Date: MAY 04, 2023 Meeting Type: Annual
Record Date: MAR 13, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Mirko Bibic For For Management
1B Elect David F. Denison For For Management
1C Elect Robert P. Dexter For For Management
1D Elect Katherine Lee For For Management
1E Elect Monique F. Leroux For For Management
1F Elect Sheila A. Murray For For Management
1G Elect Gordon M. Nixon For For Management
1H Elect Louis P. Pagnutti For For Management
1I Elect Calin Rovinescu For For Management
1J Elect Karen Sheriff For For Management
1K Elect Robert C. Simmonds For For Management
1L Elect Jennifer Tory For For Management
1M Elect Louis Vachon For For Management
1N Elect Cornell Wright For For Management
2 Appointment of Auditor For For Management
3 Advisory Vote on Executive Compensation For For Management
--------------------------------------------------------------------------------
CISCO SYSTEMS, INC.
Ticker: CSCO Security ID: 17275R102
Meeting Date: DEC 08, 2022 Meeting Type: Annual
Record Date: OCT 10, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1a. Elect M. Michele Burns For For Management
1b. Elect Wesley G. Bush For For Management
1c. Elect Michael D. Capellas For For Management
1d. Elect Mark S. Garrett For Against Management
1e. Elect John D. Harris II For For Management
1f. Elect Kristina M. Johnson For For Management
1g. Elect Roderick C. McGeary For For Management
1h. Elect Sarah Rae Murphy For For Management
1i. Elect Charles H. Robbins For For Management
1j. Elect Brenton L. Saunders For For Management
1k. Elect Lisa T. Su For For Management
1l. Elect Marianna Tessel For For Management
2 Advisory Vote on Executive Compensation For For Management
3 Ratification of Auditor For For Management
4 Shareholder Proposal Regarding Report Against Against Shareholder
on Tax Transparency
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
COMPASS GROUP PLC
Ticker: CPG Security ID: G23296208
Meeting Date: FEB 09, 2023 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 Ian K. Meakins For For Management
5 Elect Dominic Blakemore For For Management
6 Elect Palmer Brown For For Management
7 Elect Gary Green For For Management
8 Elect Carol Arrowsmith For For Management
9 Elect Stefan Bomhard For For Management
10 Elect John A. Bryant For For Management
11 Elect Arlene Isaacs-Lowe For For Management
12 Elect Anne-Francoise Nesmes For For Management
13 Elect Sundar Raman For For Management
14 Elect Nelson Luiz Costa Silva For For Management
15 Elect Ireena Vittal For Against Management
16 Appointment of Auditor For For Management
17 Authority to Set Auditor's Fees For For Management
18 Authorisation of Political Donations For For Management
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 Issue Shares w/o For For Management
Preemptive Rights (Specified Capital
Investment)
22 Authority to Repurchase Shares For For Management
23 Authority to Set General Meeting For For Management
Notice Period at 14 Days
--------------------------------------------------------------------------------
DBS GROUP HOLDINGS LTD
Ticker: D05 Security ID: Y20246107
Meeting Date: MAR 31, 2023 Meeting Type: Annual
Record Date: MAR 29, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1 Accounts and Reports For For Management
2 Allocation of Profits/Dividends For For Management
3 Directors' Fees For For Management
4 Appointment of Auditor and Authority For For Management
to Set Fees
5 Elect Peter SEAH Lim Huat For For Management
6 Elect Punita Lal For For Management
7 Elect Anthony LIM Weng Kin For For Management
8 Authority To Grant Awards And Issue For For Management
Shares Under The Dbsh Share Plan
9 Authority to Issues Share under The For For Management
California Sub-Plan
10 Authority to Issue Shares w/ or w/o For For Management
Preemptive Rights
11 Authority To Issue Shares Pursuant To For For Management
The Dbsh Scrip Dividend Scheme
12 Authority to Repurchase and Reissue For For Management
Shares
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
DSM FIRMENICH AG
Ticker: DSFIR Security ID: H0245V108
Meeting Date: JUN 29, 2023 Meeting Type: Special
Record Date: JUN 15, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1. Accounts and Reports For For Management
2. Dividends from Reserves For For Management
3.1. Board Compensation For For Management
3.2. Executive Compensation For For Management
4.1. Amendments to Articles (Resolutions) For For Management
4.2. Amendments to Articles (Share Register) For For Management
New Additional or Amended Proposals None Against Management
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
EDWARDS LIFESCIENCES CORPORATION
Ticker: EW Security ID: 28176E108
Meeting Date: MAY 11, 2023 Meeting Type: Annual
Record Date: MAR 13, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Kieran T. Gallahue For For Management
1.2 Elect Leslie Stone Heisz For For Management
1.3 Elect Paul A. LaViolette For For Management
1.4 Elect Steven R. Loranger For For Management
1.5 Elect Martha H. Marsh For For Management
1.6 Elect Michael A. Mussallem For For Management
1.7 Elect Ramona Sequeira For For Management
1.8 Elect Nicholas J. Valeriani For For Management
1.9 Elect Bernard J. Zovighian 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. Amendment to Allow Exculpation of For For Management
Officers
6. Shareholder Proposal Regarding Against Against Shareholder
Independent Chair
--------------------------------------------------------------------------------
GSK PLC
Ticker: GSK Security ID: G3910J112
Meeting Date: JUL 06, 2022 Meeting Type: Ordinary
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Demerger of Haleon Group For For Management
2 Related Party Transactions For For Management
--------------------------------------------------------------------------------
GSK PLC
Ticker: GSK Security ID: G3910J179
Meeting Date: MAY 03, 2023 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. Elect Julie Brown For For Management
4. Elect Vishal Sikka For For Management
5. Elect Elizabeth McKee Anderson For For Management
6. Elect Sir Jonathan R. Symonds For For Management
7. Elect Emma N. Walmsley For For Management
8. Elect Charles A. Bancroft For For Management
9. Elect Hal V. Barron For For Management
10. Elect Anne Beal For For Management
11. Elect Harry Dietz For For Management
12. Elect Jesse Goodman For For Management
13. Elect Urs Rohner For For Management
14. Appointment of Auditor For For Management
15. Authority to Set Auditor's Fees For For Management
16. Amendment to Remuneration Policy For For Management
17. Authorisation of Political Donations 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 Issue Shares w/o For For Management
Preemptive Rights (Specified Capital
Investment)
21. Authority to Repurchase Shares For For Management
22. Approve Exemption from Statement of For For Management
the Senior Statutory Auditor's name in
published Auditors' Reports
23. Authority to Set General Meeting For For Management
Notice Period at 14 Days
--------------------------------------------------------------------------------
IBERDROLA
Ticker: IBE Security ID: E6165F166
Meeting Date: APR 28, 2023 Meeting Type: Ordinary
Record Date: APR 21, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1. Accounts For For Management
2. Management Reports For For Management
3. Report on Non-Financial Information For For Management
4. Ratification of Board Acts For For Management
5. Amendments to Articles (Preamble; For For Management
Preliminary Title)
6. Amendments to Articles (Corporate For For Management
Levels)
7. Amendments to Articles (Legal For For Management
Provisions, Governance and
Sustainability and Compliance System)
8. Special Dividend (Engagement Dividend) For For Management
9. Allocation of Profits/Dividends For For Management
10. First Scrip Dividend For For Management
11. Second Scrip Dividend For For Management
12. Authority to Cancel Treasury Shares For For Management
and Reduce Capital
13. Remuneration Report For For Management
14. Long-Term Incentive Plan (2023-2025 For For Management
Strategic Bonus)
15. Elect Maria Helena Antolin Raybaud For For Management
16. Ratify Co-Option of Armando Martinez For For Management
Martinez
17. Elect Manuel Moreu Munaiz For For Management
18. Elect Sara de la Rica Goiricelaya For For Management
19. Elect Xabier Sagredo Ormaza For For Management
20. Elect Jose Ignacio Sanchez Galan For For Management
21. Board Size For For Management
22. Authorisation of Legal Formalities For For Management
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INDUSTRIA DE DISENO TEXTIL SA
Ticker: ITX Security ID: E6282J125
Meeting Date: JUL 12, 2022 Meeting Type: Ordinary
Record Date: JUL 07, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Individual Accounts and Reports; For For Management
Ratification of Board Acts
2 Consolidated Accounts and Reports For For Management
3 Report on Non-financial Information For For Management
4 Allocation of Profits/Dividends For For Management
5.A Ratify Co-Option and Elect Marta For For Management
Ortega Perez
5.B Ratify Co-Option and Elect Oscar For For Management
Garcia Maceiras
5.C Elect Pilar Lopez Alvarez For For Management
5.D Elect Rodrigo Echenique Gordillo For For Management
6 Appointment of Auditor For For Management
7 Amendment to Non-Competition Agreement For For Management
of Pablo Isla Alvarez de Tejera
8 Amendments to Remuneration Policy For For Management
9 Remuneration Report For For Management
10 Authorisation of Legal Formalities For For Management
--------------------------------------------------------------------------------
ING GROEP N.V.
Ticker: INGA Security ID: N4578E595
Meeting Date: APR 24, 2023 Meeting Type: Annual
Record Date: MAR 27, 2023
# Proposal Mgt Rec Vote Cast Sponsor
2c. Remuneration Report For For Management
2d. Accounts and Reports For For Management
3b. Allocation of Dividends For For Management
4a. Ratification of Management Board Acts For For Management
4b. Ratification of Supervisory Board Acts For For Management
5. Appointment of Auditor For For Management
6. Elect Tanate Phutrakul to the For For Management
Management Board
7a. Election Alexandra Reich to the For For Management
Supervisory Board
7b. Elect Karl Guha to the Supervisory For For Management
Board
7c. Elect Herna Verhagen to the For Against Management
Supervisory Board
7d. Elect Mike Rees to the Supervisory For For Management
Board
8a. Authority to Issue Shares w/ For For Management
Preemptive Rights
8b. Authority to Issue Shares w/ or w/o For For Management
Preemptive Rights
9. Authority to Repurchase Shares For For Management
10. Cancellation of Shares/Authorities to For For Management
Issue Shares
--------------------------------------------------------------------------------
KONINKLIJKE DSM NV
Ticker: DSM Security ID: N5017D122
Meeting Date: JAN 23, 2023 Meeting Type: Special
Record Date: DEC 26, 2022
# Proposal Mgt Rec Vote Cast Sponsor
3. Merger of Equals with Firmenich For For Management
International SA
4. Ratification of Management Board Acts For For Management
5. Ratification of Supervisory Board Acts For For Management
--------------------------------------------------------------------------------
L'OREAL S.A.
Ticker: OR Security ID: F58149133
Meeting Date: APR 21, 2023 Meeting Type: Mix
Record Date: APR 18, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1 Accounts and Reports For For Management
2 Consolidated Accounts and Reports For For Management
3 Allocation of Profits/Dividends For For Management
4 Elect Sophie Bellon For Against Management
5 Elect Fabienne Dulac For Against Management
6 2023 Directors' Fees For For Management
7 2022 Remuneration Report For For Management
8 2022 Remuneration of Jean-Paul Agon, For For Management
Chair
9 2022 Remuneration of Nicolas For For Management
Hieronimus, CEO
10 2023 Remuneration Policy (Board of For For Management
Directors)
11 2023 Remuneration Policy (Chair) For For Management
12 2023 Remuneration Policy (CEO) For For Management
13 Authority to Repurchase and Reissue For For Management
Shares
14 Authority to Issue Shares w/ For For Management
Preemptive Rights
15 Authority to Increase Capital Through For For Management
Capitalisations
16 Authority to Increase Capital in For For Management
Consideration for Contributions In Kind
17 Employee Stock Purchase Plan For For Management
18 Stock Purchase Plan for Overseas For For Management
Employees
19 Internal Spin-off (Affaires Marche For For Management
France, Domaines dExcellence and
Luxury of Retail)
20 Internal Spin-off (LOreal For For Management
International Distribution)
21 Authorisation of Legal Formalities 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
--------------------------------------------------------------------------------
MICHELIN (CGDE)-B
Ticker: ML Security ID: F61824870
Meeting Date: MAY 12, 2023 Meeting Type: Mix
Record Date: MAY 09, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1 Accounts and Reports For For Management
2 Allocation of Profits/Dividends For For Management
3 Consolidated Accounts and Reports For For Management
4 Special Auditors Report on Regulated For For Management
Agreements
5 Authority to Repurchase and Reissue For For Management
Shares
6 2023 Remuneration Policy (Managers) For For Management
7 2023 Remuneration Policy (Supervisory For For Management
Board)
8 2022 Remuneration Report For For Management
9 2022 Remuneration of Florent Menegaux, For For Management
General Managing Partner and CEO
10 2022 Remuneration of Yves Chapot, For For Management
General Manager
11 2022 Remuneration of Barbara Dalibard, For For Management
Supervisory Board Chair
12 Elect Barbara Dalibard For For Management
13 Elect Aruna Jayanthi For For Management
14 Authority to Issue Performance Shares For For Management
15 Authority to Cancel Shares and Reduce For For Management
Capital
16 Authorisation of Legal Formalities For For Management
--------------------------------------------------------------------------------
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 Against 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
--------------------------------------------------------------------------------
MITSUBISHI UFJ FINANCIAL GROUP INC.
Ticker: 8306 Security ID: J44497105
Meeting Date: JUN 29, 2023 Meeting Type: Annual
Record Date: MAR 31, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1. Allocation of Profits/Dividends For For Management
2a. Elect Mariko Fujii For For Management
2b. Elect Keiko Honda For For Management
2c. Elect Kaoru Kato For For Management
2d. Elect Satoko Kuwabara Satoko Ota For For Management
2e. Elect Hirofumi Nomoto For For Management
2f. Elect David A. Sneider For For Management
2g. Elect Koichi Tsuji For For Management
2h. Elect Tarisa Watanagase For For Management
2i. Elect Kenichi Miyanaga For For Management
2j. Elect Ryoichi Shinke For For Management
2k. Elect Kanetsugu Mike For For Management
2l. Elect Hironori Kamezawa For For Management
2m. Elect Iwao Nagashima For For Management
2n. Elect Junichi Hanzawa For For Management
2o. Elect Makoto Kobayashi For For Management
3. Shareholder Proposal Regarding Against Against Shareholder
Aligning Investments with the Paris
Agreement
4. Shareholder Proposal Regarding Against Against Shareholder
Prohibition of Transactions with
Companies that Engage in Defamation
5. Shareholder Proposal Regarding Against Against Shareholder
Transactions With Listed Companies
6. Shareholder Proposal Regarding Against Against Shareholder
Investor Relations Information
--------------------------------------------------------------------------------
NATIONAL GRID PLC
Ticker: NG. Security ID: G6S9A7120
Meeting Date: JUL 11, 2022 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Accounts and Reports For For Management
2 Final Dividend For For Management
3 Elect Paula Rosput Reynolds For For Management
4 Elect John Pettigrew For For Management
5 Elect Andy Agg For For Management
6 Elect Therese Esperdy For For Management
7 Elect Liz Hewitt For For Management
8 Elect Ian P. Livingston For For Management
9 Elect Iain J. Mackay For For Management
10 Elect Anne Robinson For For Management
11 Elect Earl L. Shipp For For Management
12 Elect Jonathan Silver For For Management
13 Elect Antony Wood For For Management
14 Elect Martha B. Wyrsch For For Management
15 Appointment of Auditor For For Management
16 Authority to Set Auditor's Fees For For Management
17 Remuneration Policy For For Management
18 Remuneration Report For For Management
19 Approval of Climate Transition Plan For For Management
20 Authorisation of Political Donations For For Management
21 Authority to Issue Shares w/ For For Management
Preemptive Rights
22 Scrip Dividend For For Management
23 Capitalisation of Accounts (Scrip For For Management
Dividend Scheme)
24 Authority to Issue Shares w/o For For Management
Preemptive Rights
25 Authority to Issue Shares w/o For For Management
Preemptive Rights (Specified Capital
Investment)
26 Authority to Repurchase Shares For For Management
27 Authority to Set General Meeting For Against Management
Notice Period at 14 Days
--------------------------------------------------------------------------------
NORTHERN TRUST CORPORATION
Ticker: NTRS Security ID: 665859104
Meeting Date: APR 25, 2023 Meeting Type: Annual
Record Date: FEB 27, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a. Elect Linda Walker Bynoe For For Management
1b. Elect Susan Crown For For Management
1c. Elect Dean M. Harrison For For Management
1d. Elect Jay L. Henderson For For Management
1e. Elect Marcy S. Klevorn For For Management
1f. Elect Siddharth N. Mehta For For Management
1g. Elect Michael G. O'Grady For For Management
1h. Elect Jose Luis Prado For For Management
1i. Elect Martin P. Slark For For Management
1j. Elect David H. B. Smith, Jr. For For Management
1k. Elect Donald Thompson For For Management
1l. Elect Charles A. Tribbett III 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
--------------------------------------------------------------------------------
NOVARTIS AG
Ticker: NOVN Security ID: H5820Q150
Meeting Date: MAR 07, 2023 Meeting Type: Annual
Record Date: MAR 02, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1. Accounts and Reports For TNA Management
2. Ratification of Board and Management For TNA Management
Acts
3. Allocation of Profits/Dividends For TNA Management
4. Cancellation of Shares and Reduction For TNA Management
in Share Capital
5. Authority to Repurchase Shares For TNA Management
6A. Amendments to Articles (Virtual For TNA Management
General Meetings)
6B. Amendments to Articles (Miscellaneous) For TNA Management
6C. Amendments to Articles (Alignment with For TNA Management
Law)
7A. Board Compensation For TNA Management
7B. Executive Compensation For TNA Management
7C. Compensation Report For TNA Management
8A. Elect Jorg Reinhardt as Board Chair For TNA Management
8B. Elect Nancy C. Andrews For TNA Management
8C. Elect Ton Buchner For TNA Management
8D. Elect Patrice Bula For TNA Management
8E. Elect Elizabeth Doherty For TNA Management
8F. Elect Bridgette P. Heller For TNA Management
8G. Elect Daniel Hochstrasser For TNA Management
8H. Elect Frans van Houten For TNA Management
8I. Elect Simon Moroney For TNA Management
8J. Elect Ana de Pro Gonzalo For TNA Management
8K. Elect Charles L. Sawyers For TNA Management
8L. Elect William T. Winters For TNA Management
8M. Elect John D. Young For TNA Management
9A. Elect Patrice Bula as Compensation For TNA Management
Committee Member
9B. Elect Bridgette P. Heller as For TNA Management
Compensation Committee Member
9C. Elect Simon Moroney as Compensation For TNA Management
Committee Chair
9D. Elect William T. Winters as For TNA Management
Compensation Committee Member
10. Appointment of Auditor For TNA Management
11. Appointment of Independent Proxy For TNA Management
12. Transaction of Other Business N/A TNA Management
--------------------------------------------------------------------------------
PROLOGIS, INC.
Ticker: PLD Security ID: 74340W103
Meeting Date: SEP 28, 2022 Meeting Type: Special
Record Date: AUG 08, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1. Stock Issuance for Merger with Duke For For Management
Realty
2. Right to Adjourn Meeting For For Management
--------------------------------------------------------------------------------
PROLOGIS, INC.
Ticker: PLD Security ID: 74340W103
Meeting Date: MAY 04, 2023 Meeting Type: Annual
Record Date: MAR 07, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a. Elect Hamid R. Moghadam For For Management
1b. Elect Cristina G. Bita For For Management
1c. Elect James B. Connor For For Management
1d. Elect George L. Fotiades For For Management
1e. Elect Lydia H. Kennard For For Management
1f. Elect Irving F. Lyons, III For For Management
1g. Elect Avid Modjtabai For For Management
1h. Elect David P. O'Connor For For Management
1i. Elect Olivier Piani For For Management
1j. Elect Jeffrey L. Skelton For For Management
1k. Elect Carl B. Webb For Against 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
--------------------------------------------------------------------------------
RECRUIT HOLDINGS CO., LTD.
Ticker: 6098 Security ID: J6433A101
Meeting Date: JUN 26, 2023 Meeting Type: Annual
Record Date: MAR 31, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Masumi Minegishi For For Management
1.2 Elect Hisayuki Idekoba For For Management
1.3 Elect Ayano Senaha For For Management
1.4 Elect Rony Kahan For For Management
1.5 Elect Naoki Izumiya For For Management
1.6 Elect Hiroki Totoki For For Management
1.7 Elect Keiko Honda For For Management
1.8 Elect Katrina Lake For For Management
2 Elect Miho Tanaka Miho Takahashi as For For Management
Alternate Statutory Auditor
3 Directors' Fees For For Management
--------------------------------------------------------------------------------
SCHNEIDER ELECTRIC SE
Ticker: SU Security ID: F86921107
Meeting Date: MAY 04, 2023 Meeting Type: Mix
Record Date: APR 28, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1 Accounts and Reports; Non For For Management
Tax-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 2022 Remuneration Report For For Management
6 2022 Remuneration of Jean-Pascal For For Management
Tricoire, Chair and CEO
7 2023 Remuneration Policy, Chair and For For Management
CEO (Until May 3, 2023)
8 2023 Remuneration Policy, CEO (From For For Management
May 4, 2023)
9 2023 Remuneration Policy, Chair (From For For Management
May 4, 2023)
10 2023 Directors' Fees For For Management
11 2023 Remuneration Policy (Board of For For Management
Directors)
12 Elect Leo Apotheker For For Management
13 Elect Gregory M. Spierkel For For Management
14 Elect Lip-Bu Tan For For Management
15 Elect Abhay Parasnis For For Management
16 Elect Giulia Chierchia For For Management
17 Opinion on Climate Strategy Strategy For For Management
18 Authority to Repurchase and Reissue For For Management
Shares
19 Authority to Issue Shares and For For Management
Convertible Debt w/ Preemptive Rights
20 Authority to Issue Shares and For For Management
Convertible Debt w/o Preemptive Rights
21 Authority to Issue Shares and For For Management
Convertible Debt Through Private
Placement
22 Greenshoe For For Management
23 Authority to Increase Capital in For For Management
Consideration for Contributions In Kind
24 Authority to Increase Capital Through For For Management
Capitalisations
25 Employee Stock Purchase Plan For For Management
26 Stock Purchase Plan for Overseas For For Management
Employees
27 Authority to Cancel Shares and Reduce For For Management
Capital
28 Authorisation of Legal Formalities For For Management
--------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD.
Ticker: 2330 Security ID: Y84629107
Meeting Date: JUN 06, 2023 Meeting Type: Annual
Record Date: APR 07, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1. 2022 Business Report and Financial For For Management
Statements
2. Issuance of Employee Restricted Stock For For Management
Awards for Year 2023
3. Revise the Procedures for Endorsement For For Management
and Guarantee.
4. In Order to Reflect the Audit For For Management
Committee Name Change to the Audit and
Risk Committee, To Revise the Name of
Audit Committee in four TSMC Policies
--------------------------------------------------------------------------------
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 For Shareholder
on Customer Due Diligence
--------------------------------------------------------------------------------
THE BANK OF NOVA SCOTIA
Ticker: BNS Security ID: 064149107
Meeting Date: APR 04, 2023 Meeting Type: Annual
Record Date: FEB 07, 2023
# Proposal Mgt Rec Vote Cast Sponsor
101 Elect Nora A. Aufreiter For For Management
102 Elect Guillermo E. Babatz For For Management
103 Elect Scott B. Bonham For For Management
104 Elect Daniel H. Callahan For For Management
105 Elect W. Dave Dowrich For For Management
106 Elect Lynn K. Patterson For For Management
107 Elect Michael D. Penner For For Management
108 Elect Una M. Power For For Management
109 Elect Aaron W. Regent For For Management
110 Elect Calin Rovinescu For For Management
111 Elect L. Scott Thomson For For Management
112 Elect Benita M. Warmbold For Withhold Management
2 Appointment of Auditor For For Management
3 Advisory Vote on Executive Compensation For For Management
4 Shareholder Proposal Regarding Say on Against For Shareholder
Climate
5 Shareholder Proposal Regarding Report Against For Shareholder
on Client Net-Zero Transition Plans
--------------------------------------------------------------------------------
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 For 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 PROGRESSIVE CORPORATION
Ticker: PGR Security ID: 743315103
Meeting Date: MAY 12, 2023 Meeting Type: Annual
Record Date: MAR 17, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a. Elect Danelle M. Barrett For For Management
1b. Elect Philip F. Bleser For For Management
1c. Elect Stuart B. Burgdoerfer For For Management
1d. Elect Pamela J. Craig For For Management
1e. Elect Charles A. Davis For For Management
1f. Elect Roger N. Farah For For Management
1g. Elect Lawton W. Fitt For Against Management
1h. Elect Susan Patricia Griffith For For Management
1i. Elect Devin C. Johnson For For Management
1j. Elect Jeffrey D. Kelly For For Management
1k. Elect Barbara R. Snyder For For Management
1l. Elect Kahina Van Dyke 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
--------------------------------------------------------------------------------
TRANE TECHNOLOGIES PLC
Ticker: TT Security ID: G8994E103
Meeting Date: JUN 01, 2023 Meeting Type: Annual
Record Date: APR 06, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a. Elect Kirk E. Arnold For For Management
1b. Elect Ann C. Berzin For For Management
1c. Elect April Miller Boise For For Management
1d. Elect Gary D. Forsee For For Management
1e. Elect Mark R. George For For Management
1f. Elect John A. Hayes For For Management
1g. Elect Linda P. Hudson For For Management
1h. Elect Myles P. Lee For For Management
1i. Elect David S. Regnery For For Management
1j. Elect Melissa N. Schaeffer For For Management
1k. Elect John P. Surma For Against Management
2. Frequency of Advisory Vote on 1 Year 1 Year Management
Executive Compensation
3. Advisory Vote on Executive Compensation For For Management
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. Set the Price Range at which the For For Management
Company can Re-Allot Treasury Shares
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
WOLTERS KLUWER NV
Ticker: WKL Security ID: N9643A197
Meeting Date: MAY 10, 2023 Meeting Type: Annual
Record Date: APR 12, 2023
# Proposal Mgt Rec Vote Cast Sponsor
2.c. Remuneration Report For For Management
3.a. Accounts and Reports For For Management
3.c. Allocation of Dividends For For Management
4.a. Ratification of Management Board Acts For For Management
4.b. Ratification of Supervisory Board Acts For For Management
5. Elect Chris Vogelzang to the For For Management
Supervisory Board
6.a. Authority to Issue Shares w/ For For Management
Preemptive Rights
6.b. Authority to Suppress Preemptive Rights For For Management
7. Authority to Repurchase Shares For For Management
8. Cancellation of Shares For For Management
9. Appointment of Auditor For For Management
========== END NPX REPORT
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VANGUARD SPECIALIZED FUNDS
By: /s/Mortimer J. Buckley
Mortimer J. Buckley*
Chief Executive Officer, President, and Trustee
Date: August 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.