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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM N-PX
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ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-2514
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VOYA VARIABLE FUNDS
(Exact name of registrant as specified in charter)
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7337 E. Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258
(Address of principal executive offices) (Zip code)
(Name and address of agent for service) With copies to:
Theresa K. Kelety, Esq. Elizabeth J. Reza, Esq.
Voya Investments, LLC Ropes & Gray LLP
7337 E. Doubletree Ranch Road, Suite 100 Prudential Tower,
Scottsdale, AZ 85258 800 Boylston Street
Boston, MA 02199
Registrant's telephone number, including area code: (800) 992-0180
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Date of fiscal year end: December 31
Date of reporting period: July 1, 2014 - June 30, 2015
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Item 1. Proxy Voting Record
******************************* FORM N-PX REPORT *******************************
ICA File Number: 811-02514
Reporting Period: 07/01/2014 - 06/30/2015
Voya Variable Funds
======================= Voya Growth and Income Portfolio =======================
ALTRIA GROUP, INC.
Ticker: MO Security ID: 02209S103
Meeting Date: MAY 20, 2015 Meeting Type: Annual
Record Date: MAR 30, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gerald L. Baliles For For Management
1.2 Elect Director Martin J. Barrington For For Management
1.3 Elect Director John T. Casteen, III For For Management
1.4 Elect Director Dinyar S. Devitre For For Management
1.5 Elect Director Thomas F. Farrell, II For For Management
1.6 Elect Director Thomas W. Jones For For Management
1.7 Elect Director Debra J. Kelly-Ennis For For Management
1.8 Elect Director W. Leo Kiely, III For For Management
1.9 Elect Director Kathryn B. McQuade For For Management
1.10 Elect Director George Munoz For For Management
1.11 Elect Director Nabil Y. Sakkab For For Management
2 Approve Omnibus Stock Plan For For Management
3 Approve Non-Employee Director Omnibus For For Management
Stock Plan
4 Ratify PricewaterhouseCoopers as For For Management
Auditors
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Adopt Anti-Forced Labor Policy for Against Against Shareholder
Tobacco Supply Chain
7 Inform Poor and Less Educated on Against Against Shareholder
Health Consequences of Tobacco
8 Report on Green Tobacco Sickness Against Against Shareholder
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AMGEN INC.
Ticker: AMGN Security ID: 031162100
Meeting Date: MAY 14, 2015 Meeting Type: Annual
Record Date: MAR 16, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David Baltimore For For Management
1.2 Elect Director Frank J. Biondi, Jr. For For Management
1.3 Elect Director Robert A. Bradway For For Management
1.4 Elect Director Francois de Carbonnel For For Management
1.5 Elect Director Vance D. Coffman For For Management
1.6 Elect Director Robert A. Eckert For For Management
1.7 Elect Director Greg C. Garland For For Management
1.8 Elect Director Rebecca M. Henderson For For Management
1.9 Elect Director Frank C. Herringer For For Management
1.10 Elect Director Tyler Jacks For For Management
1.11 Elect Director Judith C. Pelham For For Management
1.12 Elect Director Ronald D. Sugar For For Management
1.13 Elect Director R. Sanders Williams For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Provide Vote Counting to Exclude Against Against Shareholder
Abstentions
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ANADARKO PETROLEUM CORPORATION
Ticker: APC Security ID: 032511107
Meeting Date: MAY 12, 2015 Meeting Type: Annual
Record Date: MAR 17, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1a Elect Director Anthony R. Chase For For Management
1.1b Elect Director Kevin P. Chilton For For Management
1.1c Elect Director H. Paulett Eberhart For For Management
1.1d Elect Director Peter J. Fluor For For Management
1.1e Elect Director Richard L. George For For Management
1.1f Elect Director Joseph W. Gorder For For Management
1.1g Elect Director John R. Gordon For For Management
1.1h Elect Director Mark C. McKinley For For Management
1.1i Elect Director Eric D. Mullins For For Management
1.1j Elect Director R. A. Walker For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Adopt Proxy Access Right Against For Shareholder
5 Report on Plans to Address Stranded Against Against Shareholder
Carbon Asset Risks
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APPLE INC.
Ticker: AAPL Security ID: 037833100
Meeting Date: MAR 10, 2015 Meeting Type: Annual
Record Date: JAN 09, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Tim Cook For For Management
1.2 Elect Director Al Gore For For Management
1.3 Elect Director Bob Iger For For Management
1.4 Elect Director Andrea Jung For For Management
1.5 Elect Director Art Levinson For For Management
1.6 Elect Director Ron Sugar For For Management
1.7 Elect Director Sue Wagner For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Approve Qualified Employee Stock For For Management
Purchase Plan
5 Report on Risks Associated with Repeal Against Against Shareholder
of Climate Change Policies
6 Adopt Proxy Access Right Against For Shareholder
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APPLIED MATERIALS, INC.
Ticker: AMAT Security ID: 038222105
Meeting Date: APR 02, 2015 Meeting Type: Annual
Record Date: FEB 11, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Aart J. de Geus For For Management
1b Elect Director Gary E. Dickerson For For Management
1c Elect Director Stephen R. Forrest For For Management
1d Elect Director Thomas J. Iannotti For For Management
1e Elect Director Susan M. James For For Management
1f Elect Director Alexander A. Karsner For For Management
1g Elect Director Dennis D. Powell For For Management
1h Elect Director Willem P. Roelandts For For Management
1i Elect Director Michael R. Splinter For For Management
1j Elect Director Robert H. Swan For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify KPMG LLP as Auditors For For Management
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ARTHUR J. GALLAGHER & CO.
Ticker: AJG Security ID: 363576109
Meeting Date: JUN 01, 2015 Meeting Type: Annual
Record Date: APR 08, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Sherry S. Barrat For For Management
1b Elect Director William L. Bax For For Management
1c Elect Director D. John Coldman For For Management
1d Elect Director Frank E. English, Jr. For For Management
1e Elect Director J. Patrick Gallagher, For For Management
Jr.
1f Elect Director Elbert O. Hand For For Management
1g Elect Director David S. Johnson For For Management
1h Elect Director Kay W. McCurdy For For Management
1i Elect Director Norman L. Rosenthal For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Approve Qualified Employee Stock For For Management
Purchase Plan
4 Approve Executive Incentive Bonus Plan For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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AUTOMATIC DATA PROCESSING, INC.
Ticker: ADP Security ID: 053015103
Meeting Date: NOV 11, 2014 Meeting Type: Annual
Record Date: SEP 12, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ellen R. Alemany For For Management
1.2 Elect Director Leslie A. Brun For For Management
1.3 Elect Director Richard T. Clark For For Management
1.4 Elect Director Eric C. Fast For For Management
1.5 Elect Director Linda R. Gooden For For Management
1.6 Elect Director Michael P. Gregoire For For Management
1.7 Elect Director R. Glenn Hubbard For For Management
1.8 Elect Director John P. Jones For For Management
1.9 Elect Director Carlos A. Rodriguez For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
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BRISTOL-MYERS SQUIBB COMPANY
Ticker: BMY Security ID: 110122108
Meeting Date: MAY 05, 2015 Meeting Type: Annual
Record Date: MAR 13, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1A Elect Director Lamberto Andreotti For For Management
1.1B Elect Director Giovanni Caforio For For Management
1.1C Elect Director Lewis B. Campbell For For Management
1.1D Elect Director Laurie H. Glimcher For For Management
1.1E Elect Director Michael Grobstein For For Management
1.1F Elect Director Alan J. Lacy For For Management
1.1G Elect Director Thomas J. Lynch, Jr. For For Management
1.1H Elect Director Dinesh C. Paliwal For For Management
1.1I Elect Director Vicki L. Sato For For Management
1.1J Elect Director Gerald L. Storch For For Management
1.1K Elect Director Togo D. West, Jr. For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
4 Adopt the Jurisdiction of For Against Management
Incorporation as the Exclusive Forum
for Certain Disputes
5 Remove Supermajority Vote Requirement For For Management
Applicable to Preferred Stock
6 Provide Right to Act by Written Consent Against Against Shareholder
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CARDINAL HEALTH, INC.
Ticker: CAH Security ID: 14149Y108
Meeting Date: NOV 05, 2014 Meeting Type: Annual
Record Date: SEP 10, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David J. Anderson For For Management
1.2 Elect Director Colleen F. Arnold For For Management
1.3 Elect Director George S. Barrett For For Management
1.4 Elect Director Carrie S. Cox For For Management
1.5 Elect Director Calvin Darden For For Management
1.6 Elect Director Bruce L. Downey For For Management
1.7 Elect Director Patricia A. Hemingway For For Management
Hall
1.8 Elect Director Clayton M. Jones For For Management
1.9 Elect Director Gregory B. Kenny For For Management
1.10 Elect Director David P. King For For Management
1.11 Elect Director Richard C. Notebaert For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Executive Incentive Bonus Plan For For Management
5 Report on Political Contributions Against Against Shareholder
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CENTURYLINK, INC.
Ticker: CTL Security ID: 156700106
Meeting Date: MAY 20, 2015 Meeting Type: Annual
Record Date: APR 01, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Virginia Boulet For For Management
1.2 Elect Director Peter C. Brown For For Management
1.3 Elect Director Richard A. Gephardt For For Management
1.4 Elect Director W. Bruce Hanks For For Management
1.5 Elect Director Gregory J. McCray For For Management
1.6 Elect Director C.G. Melville, Jr. For For Management
1.7 Elect Director William A. Owens For For Management
1.8 Elect Director Harvey P. Perry For For Management
1.9 Elect Director Glen F. Post, III For For Management
1.10 Elect Director Michael J. Roberts For For Management
1.11 Elect Director Laurie A. Siegel For For Management
1.12 Elect Director Joseph R. Zimmel For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Stock Retention/Holding Period Against Against Shareholder
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CISCO SYSTEMS, INC.
Ticker: CSCO Security ID: 17275R102
Meeting Date: NOV 20, 2014 Meeting Type: Annual
Record Date: SEP 22, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Carol A. Bartz For For Management
1b Elect Director M. Michele Burns For For Management
1c Elect Director Michael D. Capellas For For Management
1d Elect Director John T. Chambers For For Management
1e Elect Director Brian L. Halla For For Management
1f Elect Director John L. Hennessy For For Management
1g Elect Director Kristina M. Johnson For For Management
1h Elect Director Roderick C. McGeary For For Management
1i Elect Director Arun Sarin For For Management
1j Elect Director Steven M. West For For Management
2 Amend Qualified Employee Stock For For Management
Purchase Plan
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
5 Establish Public Policy Board Committee Against Against Shareholder
6 Adopt Proxy Access Right Against Against Shareholder
7 Report on Political Contributions Against Against Shareholder
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CITIGROUP INC.
Ticker: C Security ID: 172967424
Meeting Date: APR 28, 2015 Meeting Type: Annual
Record Date: FEB 27, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Michael L. Corbat For For Management
1b Elect Director Duncan P. Hennes For For Management
1c Elect Director Peter B. Henry For For Management
1d Elect Director Franz B. Humer For For Management
1e Elect Director Michael E. O'Neill For For Management
1f Elect Director Gary M. Reiner For For Management
1g Elect Director Judith Rodin For For Management
1h Elect Director Anthony M. Santomero For For Management
1i Elect Director Joan E. Spero For For Management
1j Elect Director Diana L. Taylor For For Management
1k Elect Director William S. Thompson, Jr. For For Management
1l Elect Director James S. Turley For For Management
1m Elect Director Ernesto Zedillo Ponce For For Management
de Leon
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Adopt Proxy Access Right For For Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder
7 Claw-back of Payments under Against Against Shareholder
Restatements
8 Limits for Directors Involved with Against Against Shareholder
Bankruptcy
9 Report on Certain Vesting Program Against Against Shareholder
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COMCAST CORPORATION
Ticker: CMCSA Security ID: 20030N101
Meeting Date: OCT 08, 2014 Meeting Type: Special
Record Date: AUG 18, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Issue Shares in Connection with For For Management
Acquisition
2 Adjourn Meeting For For Management
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COMCAST CORPORATION
Ticker: CMCSA Security ID: 20030N101
Meeting Date: MAY 21, 2015 Meeting Type: Annual
Record Date: MAR 12, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kenneth J. Bacon For For Management
1.2 Elect Director Sheldon M. Bonovitz For For Management
1.3 Elect Director Edward D. Breen For For Management
1.4 Elect Director Joseph J. Collins For For Management
1.5 Elect Director J. Michael Cook For For Management
1.6 Elect Director Gerald L. Hassell For For Management
1.7 Elect Director Jeffrey A. Honickman For For Management
1.8 Elect Director Eduardo G. Mestre For For Management
1.9 Elect Director Brian L. Roberts For For Management
1.10 Elect Director Ralph J. Roberts For For Management
1.11 Elect Director Johnathan A. Rodgers For For Management
1.12 Elect Director Judith Rodin For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Amend Executive Incentive Bonus Plan For For Management
4 Report on Lobbying Payments and Policy Against Against Shareholder
5 Pro-rata Vesting of Equity Awards Against Against Shareholder
6 Approve Recapitalization Plan for all Against For Shareholder
Stock to Have One-vote per Share
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CONAGRA FOODS, INC.
Ticker: CAG Security ID: 205887102
Meeting Date: SEP 19, 2014 Meeting Type: Annual
Record Date: JUL 28, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mogens C. Bay For For Management
1.2 Elect Director Thomas K. Brown For For Management
1.3 Elect Director Stephen G. Butler For For Management
1.4 Elect Director Steven F. Goldstone For For Management
1.5 Elect Director Joie A. Gregor For For Management
1.6 Elect Director Rajive Johri For For Management
1.7 Elect Director W.G. Jurgensen For For Management
1.8 Elect Director Richard H. Lenny For For Management
1.9 Elect Director Ruth Ann Marshall For For Management
1.10 Elect Director Gary M. Rodkin For For Management
1.11 Elect Director Andrew J. Schindler For For Management
1.12 Elect Director Kenneth E. Stinson For For Management
2 Approve Omnibus Stock Plan For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Provide Vote Counting to Exclude Against Against Shareholder
Abstentions
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CVS HEALTH CORPORATION
Ticker: CVS Security ID: 126650100
Meeting Date: MAY 07, 2015 Meeting Type: Annual
Record Date: MAR 12, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Richard M. Bracken For For Management
1b Elect Director C. David Brown, II For For Management
1c Elect Director Alecia A. DeCoudreaux For For Management
1d Elect Director Nancy-Ann M. DeParle For For Management
1e Elect Director David W. Dorman For For Management
1f Elect Director Anne M. Finucane For For Management
1g Elect Director Larry J. Merlo For For Management
1h Elect Director Jean-Pierre Millon For For Management
1i Elect Director Richard J. Swift For For Management
1j Elect Director William C. Weldon For For Management
1k Elect Director Tony L. White For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Report on Consistency Between Against Against Shareholder
Corporate Values and Political
Contributions
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DELPHI AUTOMOTIVE PLC
Ticker: DLPH Security ID: G27823106
Meeting Date: APR 23, 2015 Meeting Type: Annual
Record Date: FEB 23, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Kevin P. Clark as a Director For For Management
1.2 Re-elect Gary L. Cowger as a Director For For Management
1.3 Re-elect Nicholas M. Donofrio as a For For Management
Director
1.4 Re-elect Mark P. Frissora as a Director For For Management
1.5 Re-elect Rajiv L. Gupta as a Director For For Management
1.6 Re-elect J. Randall MacDonald as a For For Management
Director
1.7 Re-elect Sean O. Mahoney as a Director For For Management
1.8 Elect Timothy M. Manganello as a For For Management
Director
1.9 Re-elect Thomas W. Sidlik as a Director For For Management
1.10 Re-elect Bernd Wiedemann as a Director For For Management
1.11 Re-elect Lawrence A. Zimmerman as a For For Management
Director
12 Ratify Ernst & Young LLP as Auditors For For Management
and Authorize Board to Fix Their
Remuneration
13 Amend Omnibus Stock Plan For Against Management
14 Approve Executive Incentive Bonus Plan For For Management
15 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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DISCOVER FINANCIAL SERVICES
Ticker: DFS Security ID: 254709108
Meeting Date: APR 29, 2015 Meeting Type: Annual
Record Date: MAR 09, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey S. Aronin For For Management
1.2 Elect Director Mary K. Bush For For Management
1.3 Elect Director Gregory C. Case For For Management
1.4 Elect Director Candace H. Duncan For For Management
1.5 Elect Director Cynthia A. Glassman For For Management
1.6 Elect Director Richard H. Lenny For For Management
1.7 Elect Director Thomas G. Maheras For For Management
1.8 Elect Director Michael H. Moskow For For Management
1.9 Elect Director David W. Nelms For For Management
1.10 Elect Director Mark A. Thierer For For Management
1.11 Elect Director Lawrence A. Weinbach For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
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DR PEPPER SNAPPLE GROUP, INC.
Ticker: DPS Security ID: 26138E109
Meeting Date: MAY 21, 2015 Meeting Type: Annual
Record Date: MAR 23, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director David E. Alexander For For Management
1b Elect Director Antonio Carrillo For For Management
1c Elect Director Pamela H. Patsley For For Management
1d Elect Director Joyce M. Roche For For Management
1e Elect Director Ronald G. Rogers For For Management
1f Elect Director Wayne R. Sanders For For Management
1g Elect Director Dunia A. Shive For For Management
1h Elect Director M. Anne Szostak For For Management
1i Elect Director Larry D. Young For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Adopt Comprehensive Recycling Strategy Against Against Shareholder
for Beverage Containers
5 Report on Human Rights Risks is Sugar Against Against Shareholder
Supply Chain
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ENTERGY CORPORATION
Ticker: ETR Security ID: 29364G103
Meeting Date: MAY 08, 2015 Meeting Type: Annual
Record Date: MAR 10, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Maureen S. Bateman For For Management
1b Elect Director Patrick J. Condon For For Management
1c Elect Director Leo P. Denault For For Management
1d Elect Director Kirkland H. Donald For For Management
1e Elect Director Gary W. Edwards For For Management
1f Elect Director Alexis M. Herman For For Management
1g Elect Director Donald C. Hintz For For Management
1h Elect Director Stuart L. Levenick For For Management
1i Elect Director Blanche L. Lincoln For For Management
1j Elect Director Karen A. Puckett For For Management
1k Elect Director W. J. 'Billy' Tauzin For For Management
1l Elect Director Steven V. Wilkinson For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Executive Incentive Bonus Plan For For Management
5 Approve Omnibus Stock Plan For For Management
6 Include Carbon Reduction as a Against Against Shareholder
Performance Measure for Senior
Executive Compensation
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EOG RESOURCES, INC.
Ticker: EOG Security ID: 26875P101
Meeting Date: APR 30, 2015 Meeting Type: Annual
Record Date: MAR 02, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1a Elect Director Janet F. Clark For For Management
1.1b Elect Director Charles R. Crisp For For Management
1.1c Elect Director James C. Day For For Management
1.1d Elect Director H. Leighton Steward For For Management
1.1e Elect Director Donald F. Textor For For Management
1.1f Elect Director William R. Thomas For For Management
1.1g Elect Director Frank G. Wisner For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Proxy Access Against For Shareholder
5 Report on Methane Emissions Management Against Against Shareholder
and Reduction Targets
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EXXON MOBIL CORPORATION
Ticker: XOM Security ID: 30231G102
Meeting Date: MAY 27, 2015 Meeting Type: Annual
Record Date: APR 07, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael J. Boskin For For Management
1.2 Elect Director Peter Brabeck-Letmathe For For Management
1.3 Elect Director Ursula M. Burns For For Management
1.4 Elect Director Larry R. Faulkner For For Management
1.5 Elect Director Jay S. Fishman For For Management
1.6 Elect Director Henrietta H. Fore For For Management
1.7 Elect Director Kenneth C. Frazier For For Management
1.8 Elect Director Douglas R. Oberhelman For For Management
1.9 Elect Director Samuel J. Palmisano For For Management
1.10 Elect Director Steven S. Reinemund For For Management
1.11 Elect Director Rex W. Tillerson For For Management
1.12 Elect Director William C. Weldon For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Require Independent Board Chairman Against Against Shareholder
5 Adopt Proxy Access Right Against For Shareholder
6 Require Director Nominee with Against Against Shareholder
Environmental Experience
7 Increase the Number of Females on the Against Against Shareholder
Board
8 Disclose Percentage of Females at Each Against Against Shareholder
Percentile of Compensation
9 Report on Lobbying Payments and Policy Against Against Shareholder
10 Adopt Quantitative GHG Goals for Against Against Shareholder
Products and Operations
11 Report on the Result of Efforts to Against Against Shareholder
Minimize Hydraulic Fracturing Impacts
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FIDELITY NATIONAL INFORMATION SERVICES, INC.
Ticker: FIS Security ID: 31620M106
Meeting Date: MAY 27, 2015 Meeting Type: Annual
Record Date: APR 01, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Ellen R. Alemany For For Management
1b Elect Director William P. Foley, II For For Management
1c Elect Director Thomas M. Hagerty For For Management
1d Elect Director Keith W. Hughes For For Management
1e Elect Director David K. Hunt For For Management
1f Elect Director Stephan A. James For For Management
1g Elect Director Frank R. Martire For For Management
1h Elect Director Richard N. Massey For For Management
1i Elect Director Leslie M. Muma For For Management
1j Elect Director Gary A. Norcross For For Management
1k Elect Director James B. Stallings, Jr. For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify KPMG LLP as Auditors For For Management
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FIFTH THIRD BANCORP
Ticker: FITB Security ID: 316773100
Meeting Date: APR 14, 2015 Meeting Type: Annual
Record Date: FEB 23, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nicholas K. Akins For For Management
1.2 Elect Director B. Evan Bayh, III For For Management
1.3 Elect Director Katherine B. Blackburn For For Management
1.4 Elect Director Ulysses L. Bridgeman, For For Management
Jr.
1.5 Elect Director Emerson L. Brumback For For Management
1.6 Elect Director James P. Hackett For For Management
1.7 Elect Director Gary R. Heminger For For Management
1.8 Elect Director Jewell D. Hoover For For Management
1.9 Elect Director Kevin T. Kabat For For Management
1.10 Elect Director Michael B. McCallister For For Management
1.11 Elect Director Hendrik G. Meijer For For Management
1.12 Elect Director Marsha C. Williams For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
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FORTESCUE METALS GROUP LTD.
Ticker: FMG Security ID: Q39360104
Meeting Date: NOV 12, 2014 Meeting Type: Annual
Record Date: NOV 10, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve the Remuneration Report For For Management
2 Elect Andrew Forrest as Director For For Management
3 Elect Owen Hegarty as Director For For Management
4 Elect Geoff Raby as Director For For Management
5 Approve the Renewal of the For For Management
Proportional Takeover Provisions
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GAMING AND LEISURE PROPERTIES, INC.
Ticker: GLPI Security ID: 36467J108
Meeting Date: JUN 18, 2015 Meeting Type: Annual
Record Date: APR 17, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Wesley R. Edens For Withhold Management
1.2 Elect Director David A. Handler For Withhold Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Declassify the Board of Directors Against For Shareholder
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GENERAL DYNAMICS CORPORATION
Ticker: GD Security ID: 369550108
Meeting Date: MAY 06, 2015 Meeting Type: Annual
Record Date: MAR 05, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mary T. Barra For For Management
1.2 Elect Director Nicholas D. Chabraja For For Management
1.3 Elect Director James S. Crown For For Management
1.4 Elect Director Rudy F. deLeon For For Management
1.5 Elect Director William P. Fricks For For Management
1.6 Elect Director John M. Keane For For Management
1.7 Elect Director Lester L. Lyles For For Management
1.8 Elect Director James N. Mattis For For Management
1.9 Elect Director Phebe N. Novakovic For For Management
1.10 Elect Director William A. Osborn For For Management
1.11 Elect Director Laura J. Schumacher For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Require Independent Board Chairman Against Against Shareholder
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GILEAD SCIENCES, INC.
Ticker: GILD Security ID: 375558103
Meeting Date: MAY 06, 2015 Meeting Type: Annual
Record Date: MAR 11, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director John F. Cogan For For Management
1b Elect Director Etienne F. Davignon For For Management
1c Elect Director Carla A. Hills For For Management
1d Elect Director Kevin E. Lofton For For Management
1e Elect Director John W. Madigan For For Management
1f Elect Director John C. Martin For For Management
1g Elect Director Nicholas G. Moore For For Management
1h Elect Director Richard J. Whitley For For Management
1i Elect Director Gayle E. Wilson For For Management
1j Elect Director Per Wold-Olsen For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Amend Qualified Employee Stock For For Management
Purchase Plan
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Provide Right to Act by Written Consent Against Against Shareholder
6 Require Independent Board Chairman Against Against Shareholder
7 Report on Sustainability Against Against Shareholder
8 Report on Specialty Drug Pricing Risks Against Against Shareholder
--------------------------------------------------------------------------------
HESS CORPORATION
Ticker: HES Security ID: 42809H107
Meeting Date: MAY 06, 2015 Meeting Type: Annual
Record Date: MAR 19, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Rodney F. Chase For For Management
1.2 Elect Director Terrence J. Checki For For Management
1.3 Elect Director Harvey Golub For For Management
1.4 Elect Director John B. Hess For For Management
1.5 Elect Director Edith E. Holiday For For Management
1.6 Elect Director Risa Lavizzo-Mourey For For Management
1.7 Elect Director David McManus For For Management
1.8 Elect Director John H. Mullin, III For For Management
1.9 Elect Director James H. Quigley For For Management
1.10 Elect Director Robert N. Wilson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
4 Amend Omnibus Stock Plan For For Management
5 Proxy Access Against For Shareholder
6 Report on Plans to Address Stranded Against Against Shareholder
Carbon Asset Risks
--------------------------------------------------------------------------------
INTERNATIONAL PAPER COMPANY
Ticker: IP Security ID: 460146103
Meeting Date: MAY 11, 2015 Meeting Type: Annual
Record Date: MAR 17, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director David J. Bronczek For For Management
1b Elect Director William J. Burns For For Management
1c Elect Director Ahmet C. Dorduncu For For Management
1d Elect Director Ilene S. Gordon For For Management
1e Elect Director Jay L. Johnson For For Management
1f Elect Director Stacey J. Mobley For For Management
1g Elect Director Joan E. Spero For For Management
1h Elect Director Mark S. Sutton For For Management
1i Elect Director John L. Townsend, III For For Management
1j Elect Director William G. Walter For For Management
1k Elect Director J. Steven Whisler For For Management
1l Elect Director Ray G. Young For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Pro-rata Vesting of Equity Awards Against Against Shareholder
--------------------------------------------------------------------------------
INVESCO LTD.
Ticker: IVZ Security ID: G491BT108
Meeting Date: MAY 14, 2015 Meeting Type: Annual
Record Date: MAR 16, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Martin L. Flanagan For For Management
1.2 Elect Director C. Robert Henrikson For For Management
1.3 Elect Director Ben F. Johnson, III For For Management
1.4 Elect Director Sir Nigel Sheinwald For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
--------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 19, 2015 Meeting Type: Annual
Record Date: MAR 20, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Linda B. Bammann For For Management
1b Elect Director James A. Bell For For Management
1c Elect Director Crandall C. Bowles For For Management
1d Elect Director Stephen B. Burke For For Management
1e Elect Director James S. Crown For For Management
1f Elect Director James Dimon For For Management
1g Elect Director Timothy P. Flynn For For Management
1h Elect Director Laban P. Jackson, Jr. For For Management
1i Elect Director Michael A. Neal For For Management
1j Elect Director Lee R. Raymond For For Management
1k Elect Director William C. Weldon For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Amend Omnibus Stock Plan For For Management
5 Require Independent Board Chairman Against Against Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder
7 Amend Bylaws -- Call Special Meetings Against Against Shareholder
8 Provide Vote Counting to Exclude Against Against Shareholder
Abstentions
9 Report on Certain Vesting Program Against Against Shareholder
10 Disclosure of Recoupment Activity from Against Against Shareholder
Senior Officers
--------------------------------------------------------------------------------
KOHL'S CORPORATION
Ticker: KSS Security ID: 500255104
Meeting Date: MAY 14, 2015 Meeting Type: Annual
Record Date: MAR 11, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Peter Boneparth For For Management
1b Elect Director Steven A. Burd For For Management
1c Elect Director Dale E. Jones For For Management
1d Elect Director Kevin Mansell For For Management
1e Elect Director John E. Schlifske For For Management
1f Elect Director Frank V. Sica For For Management
1g Elect Director Stephanie A. Streeter For For Management
1h Elect Director Nina G. Vaca For For Management
1i Elect Director Stephen E. Watson For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Clawback of Incentive Payments Against Against Shareholder
5 Adopt Proxy Access Right Against For Shareholder
--------------------------------------------------------------------------------
KRAFT FOODS GROUP, INC.
Ticker: KRFT Security ID: 50076Q106
Meeting Date: MAY 05, 2015 Meeting Type: Annual
Record Date: MAR 03, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1a Elect Director Abelardo E. Bru For For Management
1.1b Elect Director John T. Cahill For For Management
1.1c Elect Director L. Kevin Cox For For Management
1.1d Elect Director Myra M. Hart For For Management
1.1e Elect Director Peter B. Henry For For Management
1.1f Elect Director Jeanne P. Jackson For For Management
1.1g Elect Director Terry J. Lundgren For For Management
1.1h Elect Director Mackey J. McDonald For For Management
1.1i Elect Director John C. Pope For For Management
1.1j Elect Director E. Follin Smith For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Report on Risks Associated with Use of Against Against Shareholder
Battery Cages in Supply Chain
5 Report on Supply Chain Impact on Against Against Shareholder
Deforestation
6 Assess Environmental Impact of Against Against Shareholder
Non-Recyclable Packaging
7 Report on Sustainability, Including Against Against Shareholder
GHG Goals
--------------------------------------------------------------------------------
MACY'S, INC.
Ticker: M Security ID: 55616P104
Meeting Date: MAY 15, 2015 Meeting Type: Annual
Record Date: MAR 20, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Stephen F. Bollenbach For For Management
1b Elect Director John A. Bryant For For Management
1c Elect Director Deirdre P. Connelly For For Management
1d Elect Director Meyer Feldberg For For Management
1e Elect Director Leslie D. Hale For For Management
1f Elect Director Sara Levinson For For Management
1g Elect Director Terry J. Lundgren For For Management
1h Elect Director Joseph Neubauer For For Management
1i Elect Director Joyce M. Roche For For Management
1j Elect Director Paul C. Varga For For Management
1k Elect Director Craig E. Weatherup For For Management
1l Elect Director Marna C. Whittington For For Management
1m Elect Director Annie Young-Scrivner For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
MEDTRONIC, INC.
Ticker: MDT Security ID: 585055106
Meeting Date: AUG 21, 2014 Meeting Type: Annual
Record Date: JUN 23, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard H. Anderson For For Management
1.2 Elect Director Scott C. Donnelly For For Management
1.3 Elect Director Omar Ishrak For For Management
1.4 Elect Director Shirley Ann Jackson For For Management
1.5 Elect Director Michael O. Leavitt For For Management
1.6 Elect Director James T. Lenehan For For Management
1.7 Elect Director Denise M. O'Leary For For Management
1.8 Elect Director Kendall J. Powell For For Management
1.9 Elect Director Robert C. Pozen For For Management
1.10 Elect Director Preetha Reddy For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Approve Qualified Employee Stock For For Management
Purchase Plan
5 Adopt Majority Voting for Uncontested For For Management
Election of Directors
6 Reduce Supermajority Vote Requirement For For Management
for Establishing Range For Board Size
7 Reduce Supermajority Vote Requirement For For Management
for Removal of Directors
8 Reduce Supermajority Vote Requirement For For Management
for Amendment of Articles
--------------------------------------------------------------------------------
MEDTRONIC, INC.
Ticker: MDT Security ID: 585055106
Meeting Date: JAN 06, 2015 Meeting Type: Special
Record Date: NOV 18, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Approve Reduction of Share Premium For For Management
Account
3 Advisory Vote on Golden Parachutes For For Management
4 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
MERCK & CO., INC.
Ticker: MRK Security ID: 58933Y105
Meeting Date: MAY 26, 2015 Meeting Type: Annual
Record Date: MAR 31, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Leslie A. Brun For For Management
1b Elect Director Thomas R. Cech For For Management
1c Elect Director Kenneth C. Frazier For For Management
1d Elect Director Thomas H. Glocer For For Management
1e Elect Director William B. Harrison, Jr. For For Management
1f Elect Director C. Robert Kidder For For Management
1g Elect Director Rochelle B. Lazarus For For Management
1h Elect Director Carlos E. Represas For For Management
1i Elect Director Patricia F. Russo For For Management
1j Elect Director Craig B. Thompson For For Management
1k Elect Director Wendell P. Weeks For For Management
1l Elect Director Peter C. Wendell For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Amend Omnibus Stock Plan For For Management
5 Amend Executive Incentive Bonus Plan For For Management
6 Provide Right to Act by Written Consent Against Against Shareholder
7 Pro-rata Vesting of Equity Awards Against Against Shareholder
--------------------------------------------------------------------------------
MICROCHIP TECHNOLOGY INCORPORATED
Ticker: MCHP Security ID: 595017104
Meeting Date: AUG 25, 2014 Meeting Type: Annual
Record Date: JUL 01, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Steve Sanghi For For Management
1.2 Elect Director Matthew W. Chapman For For Management
1.3 Elect Director L.B. Day For For Management
1.4 Elect Director Esther L. Johnson For For Management
1.5 Elect Director Wade F. Meyercord For For Management
2 Ratify Auditors For For Management
3 Amend Qualified Employee Stock For For Management
Purchase Plan
4 Amend Nonqualified Employee Stock For For Management
Purchase Plan
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
MICROSOFT CORPORATION
Ticker: MSFT Security ID: 594918104
Meeting Date: DEC 03, 2014 Meeting Type: Annual
Record Date: SEP 30, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William H. Gates lll For For Management
1.2 Elect Director Maria M. Klawe For For Management
1.3 Elect Director Teri L. List-Stoll For For Management
1.4 Elect Director G. Mason Morfit For For Management
1.5 Elect Director Satya Nadella For For Management
1.6 Elect Director Charles H. Noski For For Management
1.7 Elect Director Helmut Panke For For Management
1.8 Elect Director Charles W. Scharf For For Management
1.9 Elect Director John W. Stanton For For Management
1.10 Elect Director John W. Thompson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Proxy Access Against Against Shareholder
--------------------------------------------------------------------------------
NIKE, INC.
Ticker: NKE Security ID: 654106103
Meeting Date: SEP 18, 2014 Meeting Type: Annual
Record Date: JUL 18, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alan B. Graf, Jr. For For Management
1.2 Elect Director John C. Lechleiter For For Management
1.3 Elect Director Michelle A. Peluso For For Management
1.4 Elect Director Phyllis M. Wise For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
OCCIDENTAL PETROLEUM CORPORATION
Ticker: OXY Security ID: 674599105
Meeting Date: MAY 01, 2015 Meeting Type: Annual
Record Date: MAR 10, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Spencer Abraham For For Management
1.2 Elect Director Howard I. Atkins For For Management
1.3 Elect Director Eugene L. Batchelder For For Management
1.4 Elect Director Stephen I. Chazen For For Management
1.5 Elect Director John E. Feick For For Management
1.6 Elect Director Margaret M. Foran For For Management
1.7 Elect Director Carlos M. Gutierrez For For Management
1.8 Elect Director William R. Klesse For For Management
1.9 Elect Director Avedick B. Poladian For For Management
1.10 Elect Director Elisse B. Walter For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Omnibus Stock Plan For For Management
4 Ratify KPMG LLP as Auditors For For Management
5 Claw-back of Payments under Against Against Shareholder
Restatements
6 Adopt Proxy Access Right Against For Shareholder
7 Report on Methane and Flaring Against Against Shareholder
Emissions Management and Reduction
Targets
8 Review and Assess Membership of Against Against Shareholder
Lobbying Organizations
--------------------------------------------------------------------------------
PFIZER INC.
Ticker: PFE Security ID: 717081103
Meeting Date: APR 23, 2015 Meeting Type: Annual
Record Date: FEB 25, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dennis A. Ausiello For For Management
1.2 Elect Director W. Don Cornwell For For Management
1.3 Elect Director Frances D. Fergusson For For Management
1.4 Elect Director Helen H. Hobbs For For Management
1.5 Elect Director James M. Kilts For For Management
1.6 Elect Director Shantanu Narayen For For Management
1.7 Elect Director Suzanne Nora Johnson For For Management
1.8 Elect Director Ian C. Read For For Management
1.9 Elect Director Stephen W. Sanger For For Management
1.10 Elect Director James C. Smith For For Management
1.11 Elect Director Marc Tessier-Lavigne For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Review and Assess Membership of Against Against Shareholder
Lobbying Organizations
--------------------------------------------------------------------------------
PRUDENTIAL FINANCIAL, INC.
Ticker: PRU Security ID: 744320102
Meeting Date: MAY 12, 2015 Meeting Type: Annual
Record Date: MAR 13, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas J. Baltimore, Jr. For For Management
1.2 Elect Director Gordon M. Bethune For For Management
1.3 Elect Director Gilbert F. Casellas For For Management
1.4 Elect Director James G. Cullen For For Management
1.5 Elect Director Mark B. Grier For For Management
1.6 Elect Director Constance J. Horner For For Management
1.7 Elect Director Martina Hund-Mejean For For Management
1.8 Elect Director Karl J. Krapek For For Management
1.9 Elect Director Christine A. Poon For For Management
1.10 Elect Director Douglas A. Scovanner For For Management
1.11 Elect Director John R. Strangfeld For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC
Ticker: RDSA Security ID: 780259206
Meeting Date: MAY 19, 2015 Meeting Type: Annual
Record Date: APR 09, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Remuneration Report For For Management
3 Re-elect Ben van Beurden as Director For For Management
4 Re-elect Guy Elliott as Director For For Management
5 Re-elect Euleen Goh as Director For For Management
6 Re-elect Simon Henry as Director For For Management
7 Re-elect Charles Holliday as Director For For Management
8 Re-elect Gerard Kleisterlee as Director For For Management
9 Re-elect Sir Nigel Sheinwald as For For Management
Director
10 Re-elect Linda Stuntz as Director For For Management
11 Re-elect Hans Wijers as Director For For Management
12 Re-elect Patricia Woertz as Director For For Management
13 Re-elect Gerrit Zalm as Director For For Management
14 Reappoint PricewaterhouseCoopers LLP For For Management
as Auditors
15 Authorise Board to Fix Remuneration of For For Management
Auditors
16 Authorise Issue of Equity with For For Management
Pre-emptive Rights
17 Authorise Issue of Equity without For For Management
Pre-emptive Rights
18 Authorise Market Purchase of Ordinary For For Management
Shares
19 Approve Scrip Dividend Scheme For For Management
20 Authorise EU Political Donations and For For Management
Expenditure
21 Approve Strategic Resilience for 2035 For For Shareholder
and Beyond
--------------------------------------------------------------------------------
SCHLUMBERGER LIMITED
Ticker: SLB Security ID: 806857108
Meeting Date: APR 08, 2015 Meeting Type: Annual
Record Date: FEB 11, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Peter L.S. Currie as Director For For Management
1b Elect K. Vaman Kamath as Director For For Management
1c Elect V. Maureen Kempston Darkes as For For Management
Director
1d Elect Paal Kibsgaard as Director For For Management
1e Elect Nikolay Kudryavtsev as Director For For Management
1f Elect Michael E. Marks as Director For For Management
1g Elect Indra K. Nooyi as Director For For Management
1h Elect Lubna S. Olayan as Director For For Management
1i Elect Leo Rafael Reif as Director For For Management
1j Elect Tore I. Sandvold as Director For For Management
1k Elect Henri Seydoux as Director For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Adopt and Approve Financials and For For Management
Dividends
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
--------------------------------------------------------------------------------
STARBUCKS CORPORATION
Ticker: SBUX Security ID: 855244109
Meeting Date: MAR 18, 2015 Meeting Type: Annual
Record Date: JAN 08, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Howard Schultz For For Management
1b Elect Director William W. Bradley For For Management
1c Elect Director Robert M. Gates For For Management
1d Elect Director Mellody Hobson For For Management
1e Elect Director Kevin R. Johnson For For Management
1f Elect Director Olden Lee For For Management
1g Elect Director Joshua Cooper Ramo For For Management
1h Elect Director James G. Shennan, Jr. For For Management
1i Elect Director Clara Shih For For Management
1j Elect Director Javier G. Teruel For For Management
1k Elect Director Myron E. Ullman, III For For Management
1l Elect Director Craig E. Weatherup For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
4 Amend Bylaws to Establish a Board Against Against Shareholder
Committee on Sustainability
5 Require Independent Board Chairman Against Against Shareholder
--------------------------------------------------------------------------------
STARWOOD PROPERTY TRUST, INC.
Ticker: STWD Security ID: 85571B105
Meeting Date: APR 21, 2015 Meeting Type: Annual
Record Date: MAR 03, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard D. Bronson For For Management
1.2 Elect Director Jeffrey G. Dishner For For Management
1.3 Elect Director Camille J. Douglas For For Management
1.4 Elect Director Solomon J. Kumin For For Management
1.5 Elect Director Barry S. Sternlicht For For Management
1.6 Elect Director Strauss Zelnick For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
4 Require Independent Board Chairman Against Against Shareholder
--------------------------------------------------------------------------------
STEEL DYNAMICS, INC.
Ticker: STLD Security ID: 858119100
Meeting Date: MAY 21, 2015 Meeting Type: Annual
Record Date: MAR 23, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mark D. Millett For For Management
1.2 Elect Director Richard P. Teets, Jr. For For Management
1.3 Elect Director John C. Bates For For Management
1.4 Elect Director Keith E. Busse For For Management
1.5 Elect Director Frank D. Byrne For For Management
1.6 Elect Director Traci M. Dolan For For Management
1.7 Elect Director Paul B. Edgerley For For Management
1.8 Elect Director Jurgen Kolb For For Management
1.9 Elect Director James C. Marcuccilli For For Management
1.10 Elect Director Bradley S. Seaman For For Management
1.11 Elect Director Gabriel L. Shaheen For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
TE CONNECTIVITY LTD.
Ticker: TEL Security ID: H84989104
Meeting Date: MAR 03, 2015 Meeting Type: Annual
Record Date: FEB 11, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Pierre R. Brondeau For For Management
1b Elect Director Juergen W. Gromer For For Management
1c Elect Director William A. Jeffrey For For Management
1d Elect Director Thomas J. Lynch For For Management
1e Elect Director Yong Nam For For Management
1f Elect Director Daniel J. Phelan For For Management
1g Elect Director Lawrence S. Smith For For Management
1h Elect Director Paula A. Sneed For For Management
1i Elect Director David P. Steiner For For Management
1j Elect Director John C. Van Scoter For For Management
1k Elect Director Laura H. Wright For For Management
2 Elect Board Chairman Thomas J. Lynch For For Management
3a Elect Daniel J. Phelan as Member of For For Management
Management Development & Compensation
Committee
3b Elect Paula A. Sneed as Member of For For Management
Management Development & Compensation
Committee
3c Elect David P. Steiner as Member of For For Management
Management Development & Compensation
Committee
3d Elect John C. Van Scoter as Member of For For Management
Management Development & Compensation
Committee
4 Designate Jvo Grundler as Independent For For Management
Proxy
5.1 Accept Annual Report for Fiscal Year For For Management
Ended September 26, 2014
5.2 Accept Statutory Financial Statements For For Management
for Fiscal Year Ended September 26,
2014
5.3 Approve Consolidated Financial For For Management
Statements for Fiscal Year Ended
September 26, 2014
6 Approve Discharge of Board and Senior For For Management
Management
7.1 Ratify Deloitte & Touche LLP as For For Management
Independent Registered Public
Accounting Firm for Fiscal Year Ending
September 25, 2015
7.2 Ratify Deloitte AG as Swiss Registered For For Management
Auditors
7.3 Ratify PricewaterhouseCoopers AG as For For Management
Special Auditors
8 Amend Articles of Association Re: For For Management
Implementation of Requirements Under
the Swiss Ordinance Regarding
Elections and Certain Other Matters
9 Amend Articles of Association Re: For For Management
Implementation of the New Legal
Requirements
10 Amend Articles of Association Re: Vote For For Management
Standard for Shareholder Resolutions
and Elections
11 Amend Articles of Association Re: For For Management
Applicable Vote Standard for Contested
Election of Directors, Chairperson of
the Board of Directors or Members of
the Compensation Committee
12 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
13 Approve the Increase in Maximum For For Management
Aggregate Remuneration of Executive
Management
14 Approve the Increase in Maximum For For Management
Aggregate Remuneration of Board of
Directors
15 Approve Allocation of Available For For Management
Earnings for Fiscal Year 2014
16 Approve Declaration of Dividend For For Management
17 Renew Authorized Capital For Against Management
18 Approve Reduction of Share Capital For For Management
19 Adjourn Meeting For Against Management
--------------------------------------------------------------------------------
THE BOEING COMPANY
Ticker: BA Security ID: 097023105
Meeting Date: APR 27, 2015 Meeting Type: Annual
Record Date: FEB 26, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director David L. Calhoun For For Management
1b Elect Director Arthur D. Collins, Jr. For For Management
1c Elect Director Kenneth M. Duberstein For For Management
1d Elect Director Edmund P. Giambastiani, For For Management
Jr.
1e Elect Director Lawrence W. Kellner For For Management
1f Elect Director Edward M. Liddy For For Management
1g Elect Director W. James McNerney, Jr. For For Management
1h Elect Director Susan C. Schwab For For Management
1i Elect Director Ronald A. Williams For For Management
1j Elect Director Mike S. Zafirovski For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
4 Claw-back of Payments under Against Against Shareholder
Restatements
5 Require Independent Board Chairman Against Against Shareholder
6 Provide Right to Act by Written Consent Against Against Shareholder
7 Report on Lobbying Payments and Policy Against Against Shareholder
--------------------------------------------------------------------------------
THE HOME DEPOT, INC.
Ticker: HD Security ID: 437076102
Meeting Date: MAY 21, 2015 Meeting Type: Annual
Record Date: MAR 23, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Ari Bousbib For For Management
1b Elect Director Gregory D. Brenneman For For Management
1c Elect Director J. Frank Brown For For Management
1d Elect Director Albert P. Carey For For Management
1e Elect Director Armando Codina For For Management
1f Elect Director Helena B. Foulkes For For Management
1g Elect Director Wayne M. Hewett For For Management
1h Elect Director Karen L. Katen For For Management
1i Elect Director Craig A. Menear For For Management
1j Elect Director Mark Vadon For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Require Independent Board Chairman Against Against Shareholder
5 Amend Bylaws -- Call Special Meetings Against Against Shareholder
--------------------------------------------------------------------------------
THE MOSAIC COMPANY
Ticker: MOS Security ID: 61945C103
Meeting Date: MAY 14, 2015 Meeting Type: Annual
Record Date: MAR 18, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Nancy E. Cooper For For Management
1b Elect Director Gregory L. Ebel For For Management
1c Elect Director Denise C. Johnson For For Management
1d Elect Director Robert L. Lumpkins For For Management
1e Elect Director William T. Monahan For For Management
1f Elect Director James L. Popowich For For Management
1g Elect Director James T. Prokopanko For For Management
1h Elect Director Steven M. Seibert For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
THE SOUTHERN COMPANY
Ticker: SO Security ID: 842587107
Meeting Date: MAY 27, 2015 Meeting Type: Annual
Record Date: MAR 30, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Juanita Powell Baranco For For Management
1b Elect Director Jon A. Boscia For For Management
1c Elect Director Henry A. 'Hal' Clark, For For Management
III
1d Elect Director Thomas A. Fanning For For Management
1e Elect Director David J. Grain For For Management
1f Elect Director Veronica M. Hagen For For Management
1g Elect Director Warren A. Hood, Jr. For For Management
1h Elect Director Linda P. Hudson For For Management
1i Elect Director Donald M. James For For Management
1j Elect Director John D. Johns For For Management
1k Elect Director Dale E. Klein For For Management
1l Elect Director William G. Smith, Jr. For For Management
1m Elect Director Steven R. Specker For For Management
1n Elect Director Larry D. Thompson For For Management
1o Elect Director E. Jenner Wood, III For For Management
2 Approve Outside Director Stock Awards For For Management
3 Provide Right to Act by Written Consent For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Ratify Deloitte & Touche LLP as For For Management
Auditors
6 Adopt Proxy Access Right Against For Shareholder
7 Adopt Quantitative GHG Goals for Against Against Shareholder
Operations
--------------------------------------------------------------------------------
THE WALT DISNEY COMPANY
Ticker: DIS Security ID: 254687106
Meeting Date: MAR 12, 2015 Meeting Type: Annual
Record Date: JAN 12, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Susan E. Arnold For For Management
1b Elect Director John S. Chen For For Management
1c Elect Director Jack Dorsey For For Management
1d Elect Director Robert A. Iger For For Management
1e Elect Director Fred H. Langhammer For For Management
1f Elect Director Aylwin B. Lewis For For Management
1g Elect Director Monica C. Lozano For For Management
1h Elect Director Robert W. Matschullat For For Management
1i Elect Director Sheryl K. Sandberg For For Management
1j Elect Director Orin C. Smith For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Require Independent Board Chairman Against Against Shareholder
5 Pro-rata Vesting of Equity Awards Against Against Shareholder
--------------------------------------------------------------------------------
TRANSDIGM GROUP INCORPORATED
Ticker: TDG Security ID: 893641100
Meeting Date: OCT 02, 2014 Meeting Type: Special
Record Date: AUG 11, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Stock Option Plan For Against Management
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TRANSDIGM GROUP INCORPORATED
Ticker: TDG Security ID: 893641100
Meeting Date: MAR 05, 2015 Meeting Type: Annual
Record Date: JAN 05, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William Dries For For Management
1.2 Elect Director W. Nicholas Howley For For Management
1.3 Elect Director Raymond Laubenthal For For Management
1.4 Elect Director Robert Small For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
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UNION PACIFIC CORPORATION
Ticker: UNP Security ID: 907818108
Meeting Date: MAY 14, 2015 Meeting Type: Annual
Record Date: MAR 13, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andrew H. Card, Jr. For For Management
1.2 Elect Director Erroll B. Davis, Jr. For For Management
1.3 Elect Director David B. Dillon For For Management
1.4 Elect Director Lance M. Fritz For For Management
1.5 Elect Director Judith Richards Hope For For Management
1.6 Elect Director John J. Koraleski For For Management
1.7 Elect Director Charles C. Krulak For For Management
1.8 Elect Director Michael R. McCarthy For For Management
1.9 Elect Director Michael W. McConnell For For Management
1.10 Elect Director Thomas F. McLarty, III For For Management
1.11 Elect Director Steven R. Rogel For For Management
1.12 Elect Director Jose H. Villarreal For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Stock Retention/Holding Period Against Against Shareholder
5 Require Independent Board Chairman Against Against Shareholder
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UNITED TECHNOLOGIES CORPORATION
Ticker: UTX Security ID: 913017109
Meeting Date: APR 27, 2015 Meeting Type: Annual
Record Date: MAR 02, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director John V. Faraci For For Management
1b Elect Director Jean-Pierre Garnier For For Management
1c Elect Director Gregory J. Hayes For For Management
1d Elect Director Edward A. Kangas For For Management
1e Elect Director Ellen J. Kullman For For Management
1f Elect Director Marshall O. Larsen For For Management
1g Elect Director Harold McGraw, III For For Management
1h Elect Director Richard B. Myers For For Management
1i Elect Director H. Patrick Swygert For For Management
1j Elect Director Andre Villeneuve For For Management
1k Elect Director Christine Todd Whitman For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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UNITEDHEALTH GROUP INCORPORATED
Ticker: UNH Security ID: 91324P102
Meeting Date: JUN 01, 2015 Meeting Type: Annual
Record Date: APR 02, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director William C. Ballard, Jr. For For Management
1b Elect Director Edson Bueno For For Management
1c Elect Director Richard T. Burke For For Management
1d Elect Director Robert J. Darretta For For Management
1e Elect Director Stephen J. Hemsley For For Management
1f Elect Director Michele J. Hooper For For Management
1g Elect Director Rodger A. Lawson For For Management
1h Elect Director Glenn M. Renwick For For Management
1i Elect Director Kenneth I. Shine For For Management
1j Elect Director Gail R. Wilensky For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Change State of Incorporation from For For Management
Minnesota to Delaware
5 Ratify Deloitte & Touche LLP as For For Management
Auditors
6 Require Independent Board Chairman Against Against Shareholder
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VERIZON COMMUNICATIONS INC.
Ticker: VZ Security ID: 92343V104
Meeting Date: MAY 07, 2015 Meeting Type: Annual
Record Date: MAR 09, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Shellye L. Archambeau For For Management
1.2 Elect Director Mark T. Bertolini For For Management
1.3 Elect Director Richard L. Carrion For For Management
1.4 Elect Director Melanie L. Healey For For Management
1.5 Elect Director M. Frances Keeth For For Management
1.6 Elect Director Lowell C. McAdam For For Management
1.7 Elect Director Donald T. Nicolaisen For For Management
1.8 Elect Director Clarence Otis, Jr. For For Management
1.9 Elect Director Rodney E. Slater For For Management
1.10 Elect Director Kathryn A. Tesija For For Management
1.11 Elect Director Gregory D. Wasson For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Report on Net Neutrality Against Against Shareholder
5 Report on Indirect Political Against Against Shareholder
Contributions
6 Submit Severance Agreement Against For Shareholder
(Change-in-Control) to Shareholder Vote
7 Stock Retention/Holding Period Against Against Shareholder
8 Provide Right to Act by Written Consent Against Against Shareholder
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WELLS FARGO & COMPANY
Ticker: WFC Security ID: 949746101
Meeting Date: APR 28, 2015 Meeting Type: Annual
Record Date: MAR 03, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director John D. Baker, II For For Management
1b Elect Director Elaine L. Chao For For Management
1c Elect Director John S. Chen For For Management
1d Elect Director Lloyd H. Dean For For Management
1e Elect Director Elizabeth A. Duke For For Management
1f Elect Director Susan E. Engel For For Management
1g Elect Director Enrique Hernandez, Jr. For For Management
1h Elect Director Donald M. James For For Management
1i Elect Director Cynthia H. Milligan For For Management
1j Elect Director Federico F. Pena For For Management
1k Elect Director James H. Quigley For For Management
1l Elect Director Judith M. Runstad For For Management
1m Elect Director Stephen W. Sanger For For Management
1n Elect Director John G. Stumpf For For Management
1o Elect Director Susan G. Swenson For For Management
1p Elect Director Suzanne M. Vautrinot For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify KPMG LLP as Auditors For For Management
4 Require Independent Board Chairman Against Against Shareholder
5 Report on Lobbying Payments and Policy Against Against Shareholder
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XL GROUP PLC
Ticker: XL Security ID: G98290102
Meeting Date: MAY 08, 2015 Meeting Type: Annual
Record Date: MAR 05, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ramani Ayer For For Management
1.2 Elect Director Dale R. Comey For For Management
1.3 Elect Director Michael S. McGavick For For Management
1.4 Elect Director Robert R. Glauber For For Management
1.5 Elect Director Edward J. Kelly, III For For Management
1.6 Elect Director Suzanne B. Labarge For For Management
1.7 Elect Director Anne Stevens For For Management
1.8 Elect Director John M. Vereker For For Management
2 Approve PricewaterhouseCoopers LLP as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Renew Director's Authority to Issue For For Management
Shares
5 Renew Director's Authority to Issue For For Management
Shares for Cash
6 Amend Non-Employee Director Omnibus For For Management
Stock Plan
========== END N-PX 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.
VOYA VARIABLE FUNDS
By: /s/ Shaun P. Mathews
-------------------------------------
Shaun P. Mathews
President and Chief Executive Officer
Date: August 21, 2015