================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------- FORM N-PX ----------------- ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-2514 ----------------- VOYA VARIABLE FUNDS (Exact name of registrant as specified in charter) ----------------- 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 ----------------- Date of fiscal year end: December 31 Date of reporting period: July 1, 2015 - June 30, 2016 ================================================================================ Item 1. Proxy Voting Record ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-02514 Reporting Period: 07/01/2015 - 06/30/2016 Voya Variable Funds ======================= Voya Growth and Income Portfolio ======================= ABBVIE INC. Ticker: ABBV Security ID: 00287Y109 Meeting Date: MAY 06, 2016 Meeting Type: Annual Record Date: MAR 09, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H.L. Burnside For For Management 1.2 Elect Director Brett J. Hart For For Management 1.3 Elect Director Edward J. Rapp 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 Declassify the Board of Directors For For Management 5 Amend Executive Incentive Bonus Plan For For Management 6 Report on Policies for Safe Disposal Against Against Shareholder of Prescription Drugs by Users 7 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- ACTIVISION BLIZZARD, INC. Ticker: ATVI Security ID: 00507V109 Meeting Date: JUN 02, 2016 Meeting Type: Annual Record Date: APR 07, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Corti For For Management 1.2 Elect Director Hendrik Hartong, III For For Management 1.3 Elect Director Brian G. Kelly For Against Management 1.4 Elect Director Robert A. Kotick For Against Management 1.5 Elect Director Barry Meyer For For Management 1.6 Elect Director Robert J. Morgado For For Management 1.7 Elect Director Peter Nolan For For Management 1.8 Elect Director Casey Wasserman For For Management 1.9 Elect Director Elaine Wynn For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 17, 2016 Meeting Type: Annual Record Date: MAR 23, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jeffrey P. Bezos For For Management 1b Elect Director Tom A. Alberg For For Management 1c Elect Director John Seely Brown For For Management 1d Elect Director William B. Gordon For For Management 1e Elect Director Jamie S. Gorelick For For Management 1f Elect Director Judith A. McGrath For For Management 1g Elect Director Jonathan J. Rubinstein For For Management 1h Elect Director Thomas O. Ryder For For Management 1i Elect Director Patricia Q. Stonesifer For For Management 1j Elect Director Wendell P. Weeks For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Report on Sustainability, Including Against Against Shareholder GHG Goals 4 Report on Human Rights Risk Assessment Against Against Shareholder Process 5 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- AMERIPRISE FINANCIAL, INC. Ticker: AMP Security ID: 03076C106 Meeting Date: APR 27, 2016 Meeting Type: Annual Record Date: FEB 29, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James M. Cracchiolo For For Management 1b Elect Director Dianne Neal Blixt For For Management 1c Elect Director Amy DiGeso For For Management 1d Elect Director Lon R. Greenberg For For Management 1e Elect Director Siri S. Marshall For For Management 1f Elect Director Jeffrey Noddle For For Management 1g Elect Director H. Jay Sarles For For Management 1h Elect Director Robert F. Sharpe, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- AMGEN INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 21, 2016 # 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 Robert A. Eckert For For Management 1.6 Elect Director Greg C. Garland For For Management 1.7 Elect Director Fred Hassan 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 -------------------------------------------------------------------------------- ANADARKO PETROLEUM CORPORATION Ticker: APC Security ID: 032511107 Meeting Date: MAY 10, 2016 Meeting Type: Annual Record Date: MAR 15, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Anthony R. Chase For For Management 1b Elect Director Kevin P. Chilton For For Management 1c Elect Director H. Paulett Eberhart For For Management 1d Elect Director Peter J. Fluor For For Management 1e Elect Director Richard L. George For For Management 1f Elect Director Joseph W. Gorder For For Management 1g Elect Director John R. Gordon For For Management 1h Elect Director Sean Gourley For For Management 1i Elect Director Mark C. McKinley For For Management 1j Elect Director Eric D. Mullins For For Management 1k Elect Director R. A. Walker For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Report on Plans to Address Stranded Against Against Shareholder Carbon Asset Risks -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 26, 2016 Meeting Type: Annual Record Date: DEC 28, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James Bell For For Management 1.2 Elect Director Tim Cook For For Management 1.3 Elect Director Al Gore For For Management 1.4 Elect Director Bob Iger For For Management 1.5 Elect Director Andrea Jung For For Management 1.6 Elect Director Art Levinson For For Management 1.7 Elect Director Ron Sugar For For Management 1.8 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 Amend Omnibus Stock Plan For For Management 5 Create Feasibility Plan for Net-Zero Against Against Shareholder GHG Emissions, Including for Major Suppliers 6 Adopt Policy to Increase Diversity of Against Against Shareholder Senior Management and Board of Directors 7 Report on Guidelines for Country Against Against Shareholder Selection 8 Adopt Proxy Access Right Against Against Shareholder -------------------------------------------------------------------------------- ARTHUR J. GALLAGHER & CO. Ticker: AJG Security ID: 363576109 Meeting Date: MAY 17, 2016 Meeting Type: Annual Record Date: MAR 23, 2016 # 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 Ralph J. Nicoletti For For Management 1j Elect Director Norman L. Rosenthal 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 -------------------------------------------------------------------------------- AT&T INC. Ticker: T Security ID: 00206R102 Meeting Date: APR 29, 2016 Meeting Type: Annual Record Date: MAR 01, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Randall L. Stephenson For For Management 1.2 Elect Director Samuel A. Di Piazza, Jr. For For Management 1.3 Elect Director Richard W. Fisher For For Management 1.4 Elect Director Scott T. Ford For For Management 1.5 Elect Director Glenn H. Hutchins For For Management 1.6 Elect Director William E. Kennard For For Management 1.7 Elect Director Michael B. McCallister For For Management 1.8 Elect Director Beth E. Mooney For For Management 1.9 Elect Director Joyce M. Roche For For Management 1.10 Elect Director Matthew K. Rose For For Management 1.11 Elect Director Cynthia B. Taylor For For Management 1.12 Elect Director Laura D'Andrea Tyson 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 Omnibus Stock Plan For For Management 5 Report on Indirect Political Against Against Shareholder Contributions 6 Report on Lobbying Payments and Policy Against Against Shareholder 7 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- AUTOMATIC DATA PROCESSING, INC. Ticker: ADP Security ID: 053015103 Meeting Date: NOV 10, 2015 Meeting Type: Annual Record Date: SEP 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ellen R. Alemany For For Management 1.2 Elect Director Peter Bisson 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 Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- BB&T CORPORATION Ticker: BBT Security ID: 054937107 Meeting Date: APR 26, 2016 Meeting Type: Annual Record Date: FEB 17, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jennifer S. Banner For For Management 1.2 Elect Director K. David Boyer, Jr. For For Management 1.3 Elect Director Anna R. Cablik For For Management 1.4 Elect Director James A. Faulkner For For Management 1.5 Elect Director I. Patricia Henry For For Management 1.6 Elect Director Eric C. Kendrick For For Management 1.7 Elect Director Kelly S. King For For Management 1.8 Elect Director Louis B. Lynn For For Management 1.9 Elect Director Edward C. Milligan For For Management 1.10 Elect Director Charles A. Patton For For Management 1.11 Elect Director Nido R. Qubein For For Management 1.12 Elect Director William J. Reuter For For Management 1.13 Elect Director Tollie W. Rich, Jr. For For Management 1.14 Elect Director Christine Sears For For Management 1.15 Elect Director Thomas E. Skains For For Management 1.16 Elect Director Thomas N. Thompson For For Management 1.17 Elect Director Edwin H. Welch For For Management 1.18 Elect Director Stephen T. Williams For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BLACKROCK LIQUIDITY FUNDS Ticker: Security ID: 09248U619 Meeting Date: MAR 07, 2016 Meeting Type: Special Record Date: DEC 11, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David O. Beim For For Management 1.2 Elect Director Susan J. Carter For For Management 1.3 Elect Director Collette Chilton For For Management 1.4 Elect Director Neil A. Cotty For For Management 1.5 Elect Director Matina S. Horner For For Management 1.6 Elect Director Rodney D. Johnson For For Management 1.7 Elect Director Cynthia A. Montgomery For For Management 1.8 Elect Director Joseph P. Platt For For Management 1.9 Elect Director Robert C. Robb, Jr. For For Management 1.10 Elect Director Mark Stalnecker For For Management 1.11 Elect Director Kenneth L. Urish For For Management 1.12 Elect Director Claire A. Walton For For Management 1.13 Elect Director Frederick W. Winter For For Management 1.14 Elect Director Barbara G. Novick For For Management 1.15 Elect Director John M. Perlowski For For Management -------------------------------------------------------------------------------- CHUBB LIMITED Ticker: CB Security ID: H1467J104 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 28, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2.1 Allocate Disposable Profit For For Management 2.2 Approve Dividend Distribution From For For Management Legal Reserves Through Capital Contributions Reserve Subaccount 3 Approve Discharge of Board and Senior For For Management Management 4.1 Ratify PricewaterhouseCoopers AG For For Management (Zurich) as Auditors 4.2 Ratify PricewaterhouseCoopers LLP For For Management (United States) as Independent Registered Accounting Firm as Auditors 4.3 Ratify BDO AG (Zurich) as Special For For Management Auditors 5.1 Elect Director Evan G. Greenberg For For Management 5.2 Elect Director Robert M. Hernandez For For Management 5.3 Elect Director Michael G. Atieh For For Management 5.4 Elect Director Sheila P. Burke For For Management 5.5 Elect Director James I. Cash For For Management 5.6 Elect Director Mary A. Cirillo For For Management 5.7 Elect Director Michael P. Connors For For Management 5.8 Elect Director John Edwardson For For Management 5.9 Elect Director Lawrence W. Kellner For For Management 5.10 Elect Director Leo F. Mullin For For Management 5.11 Elect Director Kimberly Ross For For Management 5.12 Elect Director Robert Scully For For Management 5.13 Elect Director Eugene B. Shanks, Jr. For For Management 5.14 Elect Director Theodore E. Shasta For For Management 5.15 Elect Director David Sidwell For For Management 5.16 Elect Director Olivier Steimer For For Management 5.17 Elect Director James M. Zimmerman For For Management 6 Elect Evan G. Greenberg as Board For For Management Chairman 7.1 Appoint Michael P. Connors as Member For For Management of the Compensation Committee 7.2 Appoint Mary A. Cirillo as Member of For For Management the Compensation Committee 7.3 Appoint Robert M. Hernandez as Member For For Management of the Compensation Committee 7.4 Appoint Robert Scully as Member of the For For Management Compensation Committee 7.5 Appoint James M. Zimmerman as Member For For Management of the Compensation Committee 8 Designate Homburger AG as Independent For For Management Proxy 9 Issue Shares Without Preemptive Rights For For Management 10 Approve Omnibus Stock Plan For For Management 11.1 Approve the Increase in Maximum For For Management Aggregate Remuneration of Directors 11.2 Approve Remuneration of Executive For Against Management Committee in the Amount of CHF 44 Million for Fiscal 2017 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 19, 2015 Meeting Type: Annual Record Date: SEP 21, 2015 # 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 Charles H. Robbins For For Management 1j Elect Director Arun Sarin For For Management 1k Elect Director Steven M. West 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 Adopt Holy Land Principles Against Against Shareholder 5 Adopt Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- COACH, INC. Ticker: COH Security ID: 189754104 Meeting Date: NOV 04, 2015 Meeting Type: Annual Record Date: SEP 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David Denton For For Management 1b Elect Director Andrea Guerra For For Management 1c Elect Director Susan Kropf For For Management 1d Elect Director Victor Luis For For Management 1e Elect Director Ivan Menezes For For Management 1f Elect Director William Nuti For For Management 1g Elect Director Stephanie Tilenius For For Management 1h Elect Director Jide Zeitlin For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: DEC 10, 2015 Meeting Type: Special Record Date: OCT 20, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Conversion of Securities For For Management -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 10, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth J. Bacon For For Management 1.2 Elect Director Madeline S. Bell For For Management 1.3 Elect Director Sheldon M. Bonovitz For For Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Joseph J. Collins 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 Johnathan A. Rodgers For For Management 1.11 Elect Director Judith Rodin For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Amend Restricted Stock Plan For For Management 4 Amend Stock Option Plan For For Management 5 Amend Qualified Employee Stock For For Management Purchase Plan 6 Amend Nonqualified Employee Stock For For Management Purchase Plan 7 Report on Lobbying Payments and Policy Against Against Shareholder 8 Pro-rata Vesting of Equity Awards Against Against Shareholder 9 Require Independent Board Chairman Against Against Shareholder 10 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share -------------------------------------------------------------------------------- CONAGRA FOODS, INC. Ticker: CAG Security ID: 205887102 Meeting Date: SEP 25, 2015 Meeting Type: Annual Record Date: JUL 30, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bradley A. Alford 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 Sean M. Connolly For For Management 1.5 Elect Director Steven F. Goldstone For For Management 1.6 Elect Director Joie A. Gregor For For Management 1.7 Elect Director Rajive Johri For For Management 1.8 Elect Director W.G. Jurgensen For For Management 1.9 Elect Director Richard H. Lenny For For Management 1.10 Elect Director Ruth Ann Marshall For For Management 1.11 Elect Director Timothy R. McLevish For For Management 1.12 Elect Director Andrew J. Schindler For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CROWN CASTLE INTERNATIONAL CORP. Ticker: CCI Security ID: 22822V101 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 28, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director P. Robert Bartolo For For Management 1b Elect Director Jay A. Brown For For Management 1c Elect Director Cindy Christy For For Management 1d Elect Director Ari Q. Fitzgerald For For Management 1e Elect Director Robert E. Garrison II For For Management 1f Elect Director Dale N. Hatfield For For Management 1g Elect Director Lee W. Hogan For For Management 1h Elect Director Edward C. Hutcheson, Jr. For For Management 1i Elect Director J. Landis Martin For For Management 1j Elect Director Robert F. McKenzie For For Management 1k Elect Director Anthony J. Melone For For Management 1l Elect Director W. Benjamin Moreland For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CVS HEALTH CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 24, 2016 # 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 Report on Consistency Between Against Against Shareholder Corporate Values and Political Contributions 5 Report on Pay Disparity Against Against Shareholder -------------------------------------------------------------------------------- DEERE & COMPANY Ticker: DE Security ID: 244199105 Meeting Date: FEB 24, 2016 Meeting Type: Annual Record Date: DEC 31, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Samuel R. Allen For For Management 1b Elect Director Crandall C. Bowles For For Management 1c Elect Director Vance D. Coffman For For Management 1d Elect Director Dipak C. Jain For For Management 1e Elect Director Michael O. Johanns For For Management 1f Elect Director Clayton M. Jones For For Management 1g Elect Director Brian M. Krzanich For For Management 1h Elect Director Gregory R. Page For For Management 1i Elect Director Sherry M. Smith For For Management 1j Elect Director Dmitri L. Stockton For For Management 1k Elect Director Sheila G. Talton 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 4a Adopt Proxy Access Right Against For Shareholder 4b Create Feasibility Plan for Net-Zero Against Against Shareholder GHG Emissions 4c Report on Consistency Between Against Against Shareholder Corporate Values and Political Contributions -------------------------------------------------------------------------------- DELPHI AUTOMOTIVE PLC Ticker: DLPH Security ID: G27823106 Meeting Date: APR 28, 2016 Meeting Type: Annual Record Date: FEB 26, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Re-elect Joseph S. Cantie as Director For For Management 2 Re-elect Kevin P. Clark as Director For For Management 3 Re-elect Gary L. Cowger as Director For For Management 4 Re-elect Nicholas M. Donofrio as For For Management Director 5 Re-elect Mark P. Frissora as Director For For Management 6 Re-elect Rajiv L. Gupta as Director For For Management 7 Re-elect J. Randall MacDonald as For For Management Director 8 Re-elect Sean O. Mahoney as Director For For Management 9 Re-elect Timothy M. Manganello as For For Management Director 10 Re-elect Bethany J. Mayer as Director For For Management 11 Re-elect Thomas W. Sidlik as Director For For Management 12 Re-elect Bernd Wiedemann as Director For For Management 13 Re-elect Lawrence A. Zimmerman as For For Management Director 14 Ratify Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 15 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DISCOVER FINANCIAL SERVICES Ticker: DFS Security ID: 254709108 Meeting Date: MAY 12, 2016 Meeting Type: Annual Record Date: MAR 14, 2016 # 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 Joseph F. Eazor For For Management 1.6 Elect Director Cynthia A. Glassman For For Management 1.7 Elect Director Richard H. Lenny For For Management 1.8 Elect Director Thomas G. Maheras For For Management 1.9 Elect Director Michael H. Moskow For For Management 1.10 Elect Director David W. Nelms For For Management 1.11 Elect Director Mark A. Thierer For For Management 1.12 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 -------------------------------------------------------------------------------- DISH NETWORK CORPORATION Ticker: DISH Security ID: 25470M109 Meeting Date: NOV 03, 2015 Meeting Type: Annual Record Date: SEP 08, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George R. Brokaw For For Management 1.2 Elect Director James DeFranco For For Management 1.3 Elect Director Cantey M. Ergen For Withhold Management 1.4 Elect Director Charles W. Ergen For For Management 1.5 Elect Director Steven R. Goodbarn For For Management 1.6 Elect Director Charles M. Lillis For For Management 1.7 Elect Director Afshin Mohebbi For For Management 1.8 Elect Director David K. Moskowitz For For Management 1.9 Elect Director Tom A. Ortolf For For Management 1.10 Elect Director Carl E. Vogel For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Adopt the Jurisdiction of For Against Management Incorporation as the Exclusive Forum for Certain Disputes -------------------------------------------------------------------------------- DISH NETWORK CORPORATION Ticker: DISH Security ID: 25470M109 Meeting Date: MAY 02, 2016 Meeting Type: Annual Record Date: MAR 10, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George R. Brokaw For For Management 1.2 Elect Director James DeFranco For For Management 1.3 Elect Director Cantey M. Ergen For Withhold Management 1.4 Elect Director Charles W. Ergen For Withhold Management 1.5 Elect Director Steven R. Goodbarn For For Management 1.6 Elect Director Charles M. Lillis For For Management 1.7 Elect Director Afshin Mohebbi For For Management 1.8 Elect Director David K. Moskowitz For Withhold Management 1.9 Elect Director Tom A. Ortolf For For Management 1.10 Elect Director Carl E. Vogel For For Management 2 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- EOG RESOURCES, INC. Ticker: EOG Security ID: 26875P101 Meeting Date: APR 26, 2016 Meeting Type: Annual Record Date: FEB 26, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Janet F. Clark For For Management 1b Elect Director Charles R. Crisp For For Management 1c Elect Director James C. Day For For Management 1d Elect Director H. Leighton Steward For For Management 1e Elect Director Donald F. Textor For For Management 1f Elect Director William R. Thomas For For Management 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 -------------------------------------------------------------------------------- FIDELITY NATIONAL INFORMATION SERVICES, INC. Ticker: FIS Security ID: 31620M106 Meeting Date: MAY 25, 2016 Meeting Type: Annual Record Date: APR 01, 2016 # 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 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- GAMING AND LEISURE PROPERTIES, INC. Ticker: GLPI Security ID: 36467J108 Meeting Date: MAR 15, 2016 Meeting Type: Special Record Date: FEB 08, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- GENERAL DYNAMICS CORPORATION Ticker: GD Security ID: 369550108 Meeting Date: MAY 04, 2016 Meeting Type: Annual Record Date: MAR 03, 2016 # 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 Mark M. Malcolm For For Management 1.9 Elect Director James N. Mattis For For Management 1.10 Elect Director Phebe N. Novakovic For For Management 1.11 Elect Director William A. Osborn For For Management 1.12 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 Approve Executive Incentive Bonus Plan For For Management 5 Adopt and Issue General Payout Policy Against Against Shareholder Regarding Share Repurchases -------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Ticker: GE Security ID: 369604103 Meeting Date: APR 27, 2016 Meeting Type: Annual Record Date: FEB 29, 2016 # Proposal Mgt Rec Vote Cast Sponsor A1 Elect Director Sebastien M. Bazin For For Management A2 Elect Director W. Geoffrey Beattie For For Management A3 Elect Director John J. Brennan For For Management A4 Elect Director Francisco D' Souza For For Management A5 Elect Director Marijn E. Dekkers For For Management A6 Elect Director Peter B. Henry For For Management A7 Elect Director Susan J. Hockfield For For Management A8 Elect Director Jeffrey R. Immelt For For Management A9 Elect Director Andrea Jung For For Management A10 Elect Director Robert W. Lane For For Management A11 Elect Director Rochelle B. Lazarus For For Management A12 Elect Director Lowell C. McAdam For For Management A13 Elect Director James J. Mulva For For Management A14 Elect Director James E. Rohr For For Management A15 Elect Director Mary L. Schapiro For For Management A16 Elect Director James S. Tisch For For Management B1 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation B2 Ratify KPMG LLP as Auditors For For Management C1 Report on Lobbying Payments and Policy Against Against Shareholder C2 Require Independent Board Chairman Against Against Shareholder C3 Adopt Holy Land Principles Against Against Shareholder C4 Restore or Provide for Cumulative Against Against Shareholder Voting C5 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards C6 Report on Guidelines for Country Against Against Shareholder Selection -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 11, 2016 Meeting Type: Annual Record Date: MAR 16, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John F. Cogan For For Management 1b Elect Director Kevin E. Lofton For For Management 1c Elect Director John W. Madigan For For Management 1d Elect Director John C. Martin For For Management 1e Elect Director John F. Milligan For For Management 1f Elect Director Nicholas G. Moore For For Management 1g Elect Director Richard J. Whitley For For Management 1h Elect Director Gayle E. Wilson For For Management 1i Elect Director Per Wold-Olsen For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- HASBRO, INC. Ticker: HAS Security ID: 418056107 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 23, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Basil L. Anderson For For Management 1.2 Elect Director Alan R. Batkin For For Management 1.3 Elect Director Kenneth A. Bronfin For For Management 1.4 Elect Director Michael R. Burns For For Management 1.5 Elect Director Crispin H. Davis For For Management 1.6 Elect Director Lisa Gersh For For Management 1.7 Elect Director Brian D. Goldner For For Management 1.8 Elect Director Alan G. Hassenfeld For For Management 1.9 Elect Director Tracy A. Leinbach For For Management 1.10 Elect Director Edward M. Philip For For Management 1.11 Elect Director Richard S. Stoddart For For Management 1.12 Elect Director Linda K. Zecher For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 17, 2016 Meeting Type: Annual Record Date: MAR 18, 2016 # 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 Require Independent Board Chairman Against Against Shareholder 5 Provide Vote Counting to Exclude Against Against Shareholder Abstentions 6 Prohibit Accelerated Vesting of Awards Against Against Shareholder to Pursue Government Service 7 Appoint Committee to Explore the Against Against Shareholder Feasibly to Divest Non-Core Banking Segments 8 Clawback Amendment Against Against Shareholder 9 Adopt Executive Compensation Against Against Shareholder Philosophy with Social Factors -------------------------------------------------------------------------------- KIMBERLY-CLARK CORPORATION Ticker: KMB Security ID: 494368103 Meeting Date: MAY 04, 2016 Meeting Type: Annual Record Date: MAR 07, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Bergstrom For For Management 1.2 Elect Director Abelardo E. Bru For For Management 1.3 Elect Director Robert W. Decherd For For Management 1.4 Elect Director Thomas J. Falk For For Management 1.5 Elect Director Fabian T. Garcia For For Management 1.6 Elect Director Mae C. Jemison For For Management 1.7 Elect Director James M. Jenness For For Management 1.8 Elect Director Nancy J. Karch For For Management 1.9 Elect Director Ian C. Read For For Management 1.10 Elect Director Marc J. Shapiro For For Management 1.11 Elect Director Michael D. White 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 Omnibus Stock Plan For For Management 5 Amend Non-Employee Director Omnibus For For Management Stock Plan -------------------------------------------------------------------------------- KRAFT FOODS GROUP, INC. Ticker: KRFT Security ID: 50076Q106 Meeting Date: JUL 01, 2015 Meeting Type: Special Record Date: MAY 13, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- LIBERTY PROPERTY TRUST Ticker: LPT Security ID: 531172104 Meeting Date: MAY 12, 2016 Meeting Type: Annual Record Date: MAR 10, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frederick F. Buchholz For For Management 1.2 Elect Director Thomas C. DeLoach, Jr. For For Management 1.3 Elect Director Katherine Elizabeth For For Management Dietze 1.4 Elect Director Antonio F. Fernandez For For Management 1.5 Elect Director Daniel P. Garton For For Management 1.6 Elect Director William P. Hankowsky For For Management 1.7 Elect Director M. Leanne Lachman For For Management 1.8 Elect Director David L. Lingerfelt For For Management 1.9 Elect Director Fredric J. Tomczyk 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 -------------------------------------------------------------------------------- MCDONALD'S CORPORATION Ticker: MCD Security ID: 580135101 Meeting Date: MAY 26, 2016 Meeting Type: Annual Record Date: MAR 28, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd Dean For For Management 1b Elect Director Stephen Easterbrook For For Management 1c Elect Director Robert Eckert For For Management 1d Elect Director Margaret Georgiadis For For Management 1e Elect Director Enrique Hernandez, Jr. For For Management 1f Elect Director Jeanne Jackson For For Management 1g Elect Director Richard Lenny For For Management 1h Elect Director Walter Massey For For Management 1i Elect Director John Mulligan For For Management 1j Elect Director Sheila Penrose For For Management 1k Elect Director John Rogers, Jr. For For Management 1l Elect Director Miles White 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 Provide Vote Counting to Exclude Against Against Shareholder Abstentions 5 Provide Right to Act by Written Consent Against Against Shareholder 6 Adopt Holy Land Principles Against Against Shareholder 7 Adopt Policy to Ban Non-Therapeutic Against Against Shareholder Use of Antibiotics in Meat Supply Chain 8 Report on Consistency Between Against Against Shareholder Corporate Values and Political Contributions 9 Report on Consistency Between Against Against Shareholder Corporate Values and Political Activities -------------------------------------------------------------------------------- MEDTRONIC PLC Ticker: MDT Security ID: G5960L103 Meeting Date: DEC 11, 2015 Meeting Type: Annual Record Date: OCT 12, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard H. Anderson For For Management 1b Elect Director Craig Arnold For For Management 1c Elect Director Scott C. Donnelly For For Management 1d Elect Director Randall J. Hogan, III For For Management 1e Elect Director Omar Ishrak For For Management 1f Elect Director Shirley Ann Jackson For For Management 1g Elect Director Michael O. Leavitt For For Management 1h Elect Director James T. Lenehan For For Management 1i Elect Director Elizabeth G. Nabel For For Management 1j Elect Director Denise M. O'Leary For For Management 1k Elect Director Kendall J. Powell For For Management 1l Elect Director Robert C. Pozen For For Management 1m Elect Director Preetha Reddy 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 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 58933Y105 Meeting Date: MAY 24, 2016 Meeting Type: Annual Record Date: MAR 31, 2016 # 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 Pamela J. Craig For For Management 1d Elect Director Kenneth C. Frazier For For Management 1e Elect Director Thomas H. Glocer 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 Paul B. Rothman For For Management 1j Elect Director Patricia F. Russo For For Management 1k Elect Director Craig B. Thompson For For Management 1l Elect Director Wendell P. Weeks For For Management 1m 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 Provide Right to Act by Written Consent Against Against Shareholder 5 Require Independent Board Chairman Against Against Shareholder 6 Report on Policies for Safe Disposal Against Against Shareholder of Prescription Drugs by Users -------------------------------------------------------------------------------- MICROCHIP TECHNOLOGY INCORPORATED Ticker: MCHP Security ID: 595017104 Meeting Date: AUG 14, 2015 Meeting Type: Annual Record Date: JUN 18, 2015 # 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 Approve Conversion of Securities For For Management 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: DEC 02, 2015 Meeting Type: Annual Record Date: OCT 02, 2015 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates, lll For For Management 1.2 Elect Director Teri L. List-Stoll For For Management 1.3 Elect Director G. Mason Morfit For For Management 1.4 Elect Director Satya Nadella For For Management 1.5 Elect Director Charles H. Noski For For Management 1.6 Elect Director Helmut Panke For For Management 1.7 Elect Director Sandra E. Peterson 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 1.11 Elect Director Padmasree Warrior 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 -------------------------------------------------------------------------------- NEXTERA ENERGY, INC. Ticker: NEE Security ID: 65339F101 Meeting Date: MAY 19, 2016 Meeting Type: Annual Record Date: MAR 23, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sherry S. Barrat For For Management 1b Elect Director James L. Camaren For For Management 1c Elect Director Kenneth B. Dunn For For Management 1d Elect Director Naren K. Gursahaney For For Management 1e Elect Director Kirk S. Hachigian For For Management 1f Elect Director Toni Jennings For For Management 1g Elect Director Amy B. Lane For For Management 1h Elect Director James L. Robo For For Management 1i Elect Director Rudy E. Schupp For For Management 1j Elect Director John L. Skolds For For Management 1k Elect Director William H. Swanson For For Management 1l Elect Director Hansel E. Tookes, II 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 Omnibus Stock Plan For For Management 5 Report on Political Contributions Against Against Shareholder 6 Adopt Proxy Access Right Against For Shareholder 7 Report on Risks and Costs of Sea Level Against Against Shareholder Rise -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 17, 2015 Meeting Type: Annual Record Date: JUL 20, 2015 # 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 Increase Authorized Common Stock For For Management 4 Amend Executive Incentive Bonus Plan For For Management 5 Amend Omnibus Stock Plan For For Management 6 Report on Political Contributions Against Against Shareholder 7 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY Security ID: 674599105 Meeting Date: APR 29, 2016 Meeting Type: Annual Record Date: FEB 29, 2016 # 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 Vicki A. Hollub For For Management 1.9 Elect Director William R. Klesse For For Management 1.10 Elect Director Avedick B. Poladian For For Management 1.11 Elect Director Elisse B. Walter 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 Review and Assess Membership of Against Against Shareholder Lobbying Organizations 5 Annually Assess Portfolio Impacts of Against Against Shareholder Policies to Meet 2 Degree Scenario 6 Amend Bylaws -- Call Special Meetings Against Against Shareholder 7 Report on Methane and Flaring Against Against Shareholder Emissions Management and Reduction Targets -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 04, 2016 Meeting Type: Annual Record Date: FEB 26, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Shona L. Brown For For Management 1b Elect Director George W. Buckley For For Management 1c Elect Director Cesar Conde For For Management 1d Elect Director Ian M. Cook For For Management 1e Elect Director Dina Dublon For For Management 1f Elect Director Rona A. Fairhead For For Management 1g Elect Director Richard W. Fisher For For Management 1h Elect Director William R. Johnson For For Management 1i Elect Director Indra K. Nooyi For For Management 1j Elect Director David C. Page For For Management 1k Elect Director Robert C. Pohlad For For Management 1l Elect Director Lloyd G. Trotter For For Management 1m Elect Director Daniel Vasella For For Management 1n Elect Director Alberto Weisser 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 Amend Omnibus Stock Plan For For Management 5 Establish a Board Committee on Against Against Shareholder Sustainability 6 Report on Plans to Minimize Against Against Shareholder Pesticides' Impact on Pollinators 7 Adopt Holy Land Principles Against Against Shareholder 8 Adopt Quantitative Renewable Energy Against Against Shareholder Goals -------------------------------------------------------------------------------- PG&E CORPORATION Ticker: PCG Security ID: 69331C108 Meeting Date: MAY 23, 2016 Meeting Type: Annual Record Date: MAR 24, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lewis Chew For For Management 1.2 Elect Director Anthony F. Earley, Jr. For For Management 1.3 Elect Director Fred J. Fowler For For Management 1.4 Elect Director Maryellen C. Herringer For For Management 1.5 Elect Director Richard C. Kelly For For Management 1.6 Elect Director Roger H. Kimmel For For Management 1.7 Elect Director Richard A. Meserve For For Management 1.8 Elect Director Forrest E. Miller For For Management 1.9 Elect Director Rosendo G. Parra For For Management 1.10 Elect Director Barbara L. Rambo For For Management 1.11 Elect Director Anne Shen Smith For For Management 1.12 Elect Director Barry Lawson 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 -------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Ticker: PM Security ID: 718172109 Meeting Date: MAY 04, 2016 Meeting Type: Annual Record Date: MAR 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Harold Brown For For Management 1.2 Elect Director Andre Calantzopoulos For For Management 1.3 Elect Director Louis C. Camilleri For For Management 1.4 Elect Director Werner Geissler For For Management 1.5 Elect Director Jennifer Li For For Management 1.6 Elect Director Jun Makihara For For Management 1.7 Elect Director Sergio Marchionne For For Management 1.8 Elect Director Kalpana Morparia For For Management 1.9 Elect Director Lucio A. Noto For For Management 1.10 Elect Director Frederik Paulsen For For Management 1.11 Elect Director Robert B. Polet For For Management 1.12 Elect Director Stephen M. Wolf For For Management 2 Ratify PricewaterhouseCoopers SA as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adopt Human Rights Policy, Including Against Against Shareholder the Right to Health 5 Participate in OECD Mediation for Against Against Shareholder Human Rights Violations -------------------------------------------------------------------------------- ROPER TECHNOLOGIES, INC. Ticker: ROP Security ID: 776696106 Meeting Date: MAY 27, 2016 Meeting Type: Annual Record Date: MAR 29, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Amy Woods Brinkley For For Management 1.2 Elect Director John F. Fort, III For For Management 1.3 Elect Director Brian D. Jellison For For Management 1.4 Elect Director Robert D. Johnson For For Management 1.5 Elect Director Robert E. Knowling, Jr. For For Management 1.6 Elect Director Wilbur J. Prezzano For For Management 1.7 Elect Director Laura G. Thatcher For For Management 1.8 Elect Director Richard F. Wallman For For Management 1.9 Elect Director Christopher Wright 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 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Ticker: RDSA Security ID: 780259206 Meeting Date: JAN 27, 2016 Meeting Type: Special Record Date: JAN 04, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Cash and Share Offer for For For Management BG Group plc -------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Ticker: RDSA Security ID: 780259206 Meeting Date: MAY 24, 2016 Meeting Type: Annual Record Date: APR 14, 2016 # 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 Appoint Ernst & Young LLP as Auditors For For Management 15 Authorise the Audit Committee to Fix For For Management Remuneration of 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 that Shell will become a Against Against Shareholder Renewable Energy Company by Investing the Profits from Fossil Fuels in Renewable Energy -------------------------------------------------------------------------------- SCHLUMBERGER LIMITED Ticker: SLB Security ID: 806857108 Meeting Date: APR 06, 2016 Meeting Type: Annual Record Date: FEB 17, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter L.S. Currie For For Management 1b Elect Director V. Maureen Kempston For For Management Darkes 1c Elect Director Paal Kibsgaard For For Management 1d Elect Director Nikolay Kudryavtsev For For Management 1e Elect Director Michael E. Marks For For Management 1f Elect Director Indra K. Nooyi For For Management 1g Elect Director Lubna S. Olayan For For Management 1h Elect Director Leo Rafael Reif For For Management 1i Elect Director Tore I. Sandvold For For Management 1j Elect Director Henri Seydoux For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Adopt and Approve Financials and For For Management Dividends 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Amend Articles For For Management 6 Fix Number of Directors at Twelve For For Management 7 Amend 2010 Omnibus Stock Incentive Plan For For Management -------------------------------------------------------------------------------- SHIRE PLC Ticker: SHP Security ID: 82481R106 Meeting Date: APR 28, 2016 Meeting Type: Annual Record Date: MAR 18, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Against Management 3 Re-elect Dominic Blakemore as Director For For Management 4 Elect Olivier Bohuon as Director For For Management 5 Re-elect William Burns as Director For For Management 6 Re-elect Dr Steven Gillis as Director For For Management 7 Re-elect Dr David Ginsburg as Director For For Management 8 Re-elect Susan Kilsby as Director For For Management 9 Elect Sara Mathew as Director For For Management 10 Re-elect Anne Minto as Director For For Management 11 Re-elect Dr Flemming Ornskov as For For Management Director 12 Elect Jeffrey Poulton as Director For For Management 13 Reappoint Deloitte LLP as Auditors For For Management 14 Authorise the Audit, Compliance & Risk For For Management Committee to Fix Remuneration of Auditors 15 Authorise Issue of Equity with For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Market Purchase of Ordinary For For Management Shares 18 Approve Increase in Authorised Share For For Management Capital and Amend Memorandum of Association 19 Adopt New Articles of Association For For Management 20 Authorise the Company to Call General For For Management Meeting with Two Week's Notice -------------------------------------------------------------------------------- SHIRE PLC Ticker: SHP Security ID: 82481R106 Meeting Date: MAY 27, 2016 Meeting Type: Special Record Date: APR 21, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Matters Relating to the Cash For For Management and Share Offer for Baxalta 2 Authorise Issue of Equity with For For Management Pre-emptive Rights 3 Authorise Issue of Equity without For For Management Pre-emptive Rights 4 Authorise Market Purchase of Ordinary For For Management Shares -------------------------------------------------------------------------------- SIMON PROPERTY GROUP, INC. Ticker: SPG Security ID: 828806109 Meeting Date: MAY 11, 2016 Meeting Type: Annual Record Date: MAR 14, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Glyn F. Aeppel For For Management 1b Elect Director Larry C. Glasscock For For Management 1c Elect Director Karen N. Horn For For Management 1d Elect Director Allan Hubbard For For Management 1e Elect Director Reuben S. Leibowitz For For Management 1f Elect Director Gary M. Rodkin For For Management 1g Elect Director Daniel C. Smith For For Management 1h Elect Director J. Albert Smith, Jr. 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 -------------------------------------------------------------------------------- TE CONNECTIVITY LTD. Ticker: TEL Security ID: H84989104 Meeting Date: MAR 02, 2016 Meeting Type: Annual Record Date: FEB 11, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Pierre R. Brondeau For For Management 1b Elect Director Terrence R. Curtin For For Management 1c Elect Director Carol A. ("John") For For Management Davidson 1d Elect Director Juergen W. Gromer For For Management 1e Elect Director William A. Jeffrey For For Management 1f Elect Director Thomas J. Lynch For For Management 1g Elect Director Yong Nam For For Management 1h Elect Director Daniel J. Phelan For For Management 1i Elect Director Paula A. Sneed For For Management 1j Elect Director Mark C. Trudeau For For Management 1k Elect Director John C. Van Scoter For For Management 1l 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 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 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 9 Approve the Increase in Maximum For For Management Aggregate Remuneration of Executive Management 10 Approve the Increase in Maximum For For Management Aggregate Remuneration of Board of Directors 11 Approve Allocation of Available For For Management Earnings for Fiscal Year 2014 12 Approve Declaration of Dividend For For Management 13 Authorize Share Repurchase Program For Against Management 14 Amend Articles of Association Re: For For Management Capital and Related Amendments 15 Approve Reduction of Share Capital For For Management 16 Adjourn Meeting For Against Management -------------------------------------------------------------------------------- THE DOW CHEMICAL COMPANY Ticker: DOW Security ID: 260543103 Meeting Date: MAY 12, 2016 Meeting Type: Annual Record Date: MAR 14, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ajay Banga For For Management 1b Elect Director Jacqueline K. Barton For For Management 1c Elect Director James A. Bell For For Management 1d Elect Director Richard K. Davis For For Management 1e Elect Director Jeff M. Fettig For For Management 1f Elect Director Andrew N. Liveris For For Management 1g Elect Director Mark Loughridge For For Management 1h Elect Director Raymond J. Milchovich For For Management 1i Elect Director Robert S. Miller For For Management 1j Elect Director Paul Polman For For Management 1k Elect Director Dennis H. Reilley For For Management 1l Elect Director James M. Ringler For For Management 1m Elect Director Ruth G. Shaw 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 -------------------------------------------------------------------------------- THE KRAFT HEINZ COMPANY Ticker: KHC Security ID: 500754106 Meeting Date: APR 21, 2016 Meeting Type: Annual Record Date: FEB 22, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Gregory E. Abel For For Management 1b Elect Director Alexandre Behring For For Management 1c Elect Director Warren E. Buffett For For Management 1d Elect Director John T. Cahill For For Management 1e Elect Director Tracy Britt Cool For For Management 1f Elect Director Jeanne P. Jackson For For Management 1g Elect Director Jorge Paulo Lemann For For Management 1h Elect Director Mackey J. McDonald For For Management 1i Elect Director John C. Pope For For Management 1j Elect Director Marcel Herrmann Telles For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve Omnibus Stock Plan For For Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- TRANSDIGM GROUP INCORPORATED Ticker: TDG Security ID: 893641100 Meeting Date: MAR 02, 2016 Meeting Type: Annual Record Date: JAN 04, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Dries For For Management 1.2 Elect Director Mervin Dunn For For Management 1.3 Elect Director Michael Graff For For Management 1.4 Elect Director W. Nicholas Howley For For Management 1.5 Elect Director Raymond Laubenthal For For Management 1.6 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 -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 06, 2016 Meeting Type: Annual Record Date: APR 08, 2016 # 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 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Ticker: VLO Security ID: 91913Y100 Meeting Date: MAY 12, 2016 Meeting Type: Annual Record Date: MAR 15, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Joseph W. Gorder For For Management 1b Elect Director Deborah P. Majoras For For Management 1c Elect Director Donald L. Nickles For For Management 1d Elect Director Philip J. Pfeiffer For For Management 1e Elect Director Robert A. Profusek For For Management 1f Elect Director Susan Kaufman Purcell For For Management 1g Elect Director Stephen M. Waters For For Management 1h Elect Director Randall J. Weisenburger For For Management 1i Elect Director Rayford Wilkins, Jr. 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 Amend Certificate of Incorporation to For For Management provide for removal of directors without cause 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 26, 2016 Meeting Type: Annual Record Date: MAR 01, 2016 # 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 Stephen W. Sanger For For Management 1m Elect Director John G. Stumpf For For Management 1n Elect Director Susan G. Swenson For For Management 1o 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 ========== 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 22, 2016