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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: 811-02514
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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, 2018 - June 30, 2019
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Item 1. Proxy Voting Record
******************************* FORM N-PX REPORT *******************************
ICA File Number: 811-02514
Reporting Period: 07/01/2018 - 06/30/2019
Voya Variable Funds
======================= Voya Growth and Income Portfolio =======================
ADOBE INC.
Ticker: ADBE Security ID: 00724F101
Meeting Date: APR 11, 2019 Meeting Type: Annual
Record Date: FEB 13, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Amy L. Banse For For Management
1b Elect Director Frank A. Calderoni For For Management
1c Elect Director James E. Daley For For Management
1d Elect Director Laura B. Desmond For For Management
1e Elect Director Charles M. Geschke For For Management
1f Elect Director Shantanu Narayen For For Management
1g Elect Director Kathleen Oberg For For Management
1h Elect Director Dheeraj Pandey For For Management
1i Elect Director David A. Ricks For For Management
1j Elect Director Daniel L. Rosensweig For For Management
1k Elect Director John E. Warnock For For Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify KPMG LLP as Auditors For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Report on Gender Pay Gap Against Against Shareholder
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AIR PRODUCTS & CHEMICALS, INC.
Ticker: APD Security ID: 009158106
Meeting Date: JAN 24, 2019 Meeting Type: Annual
Record Date: NOV 30, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Susan K. Carter For For Management
1b Elect Director Charles I. Cogut For For Management
1c Elect Director Seifi Ghasemi For For Management
1d Elect Director Chadwick C. Deaton For For Management
1e Elect Director David H. Y. Ho For For Management
1f Elect Director Margaret G. McGlynn For For Management
1g Elect Director Edward L. Monser For For Management
1h Elect Director Matthew H. Paull For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officer Compensation
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
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ALPHABET INC.
Ticker: GOOGL Security ID: 02079K305
Meeting Date: JUN 19, 2019 Meeting Type: Annual
Record Date: APR 22, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Larry Page For For Management
1.2 Elect Director Sergey Brin For For Management
1.3 Elect Director John L. Hennessy For For Management
1.4 Elect Director L. John Doerr For Withhold Management
1.5 Elect Director Roger W. Ferguson, Jr. For For Management
1.6 Elect Director Ann Mather For For Management
1.7 Elect Director Alan R. Mulally For For Management
1.8 Elect Director Sundar Pichai For For Management
1.9 Elect Director K. Ram Shriram For For Management
1.10 Elect Director Robin L. Washington For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Amend Omnibus Stock Plan For Against Management
4 Approve Recapitalization Plan for all Against For Shareholder
Stock to Have One-vote per Share
5 Adopt a Policy Prohibiting Inequitable Against Abstain Shareholder
Employment Practices
6 Establish Societal Risk Oversight Against Against Shareholder
Committee
7 Report on Sexual Harassment Policies Against For Shareholder
8 Require a Majority Vote for the Against For Shareholder
Election of Directors
9 Report on Gender Pay Gap Against Abstain Shareholder
10 Employ Advisors to Explore Against Against Shareholder
Alternatives to Maximize Value
11 Approve Nomination of Employee Against Against Shareholder
Representative Director
12 Adopt Simple Majority Vote Against Against Shareholder
13 Assess Feasibility of Including Against Against Shareholder
Sustainability as a Performance
Measure for Senior Executive
Compensation
14 Report on Human Rights Risk Assessment Against Against Shareholder
15 Adopt Compensation Clawback Policy Against Against Shareholder
16 Report on Policies and Risks Related Against Against Shareholder
to Content Governance
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AMAZON.COM, INC.
Ticker: AMZN Security ID: 023135106
Meeting Date: MAY 22, 2019 Meeting Type: Annual
Record Date: MAR 28, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jeffrey P. Bezos For For Management
1b Elect Director Rosalind G. Brewer For For Management
1c Elect Director Jamie S. Gorelick For For Management
1d Elect Director Daniel P. Huttenlocher For For Management
1e Elect Director Judith A. McGrath For For Management
1f Elect Director Indra K. Nooyi 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 Auditor For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Report on Management of Food Waste Against Against Shareholder
5 Reduce Ownership Threshold for Against For Shareholder
Shareholders to Call Special Meeting
6 Prohibit Sales of Facial Recognition Against Against Shareholder
Technology to Government Agencies
7 Report on Impact of Government Use of Against Against Shareholder
Facial Recognition Technologies
8 Report on Products Promoting Hate Against Against Shareholder
Speech
9 Require Independent Board Chairman Against Against Shareholder
10 Report on Sexual Harassment Against For Shareholder
11 Report on Climate Change Against Against Shareholder
12 Disclose a Board of Directors' Against Against Shareholder
Qualification Matrix
13 Report on Gender Pay Gap Against Against Shareholder
14 Assess Feasibility of Including Against Against Shareholder
Sustainability as a Performance
Measure for Senior Executive
Compensation
15 Provide Vote Counting to Exclude Against Against Shareholder
Abstentions
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AMERICAN ELECTRIC POWER CO., INC.
Ticker: AEP Security ID: 025537101
Meeting Date: APR 23, 2019 Meeting Type: Annual
Record Date: FEB 25, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nicholas K. Akins For For Management
1.2 Elect Director David J. Anderson For For Management
1.3 Elect Director J. Barnie Beasley, Jr. For For Management
1.4 Elect Director Ralph D. Crosby, Jr. For For Management
1.5 Elect Director Linda A. Goodspeed For For Management
1.6 Elect Director Thomas E. Hoaglin For For Management
1.7 Elect Director Sandra Beach Lin For For Management
1.8 Elect Director Margaret M. McCarthy For For Management
1.9 Elect Director Richard C. Notebaert For For Management
1.10 Elect Director Lionel L. Nowell, III For For Management
1.11 Elect Director Stephen S. Rasmussen For For Management
1.12 Elect Director Oliver G. Richard, III For For Management
1.13 Elect Director Sara Martinez Tucker For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Eliminate Preemptive Rights For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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APPLE, INC.
Ticker: AAPL Security ID: 037833100
Meeting Date: MAR 01, 2019 Meeting Type: Annual
Record Date: JAN 02, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director James Bell For For Management
1b Elect Director Tim Cook For For Management
1c Elect Director Al Gore For For Management
1d Elect Director Bob Iger For For Management
1e Elect Director Andrea Jung For For Management
1f Elect Director Art Levinson For For Management
1g Elect Director Ron Sugar For For Management
1h 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 Proxy Access Amendments Against For Shareholder
5 Disclose Board Diversity and Against Against Shareholder
Qualifications
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AT&T INC.
Ticker: T Security ID: 00206R102
Meeting Date: APR 26, 2019 Meeting Type: Annual
Record Date: FEB 27, 2019
# 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 Matthew K. Rose For For Management
1.10 Elect Director Cynthia B. Taylor For For Management
1.11 Elect Director Laura D'Andrea Tyson For For Management
1.12 Elect Director Geoffrey Y. Yang 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 Require Independent Board Chairman Against Against Shareholder
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BANK OF AMERICA CORPORATION
Ticker: BAC Security ID: 060505104
Meeting Date: APR 24, 2019 Meeting Type: Annual
Record Date: MAR 04, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Sharon L. Allen For For Management
1b Elect Director Susan S. Bies For For Management
1c Elect Director Jack O. Bovender, Jr. For For Management
1d Elect Director Frank P. Bramble, Sr. For For Management
1e Elect Director Pierre J.P. de Weck For For Management
1f Elect Director Arnold W. Donald For For Management
1g Elect Director Linda P. Hudson For For Management
1h Elect Director Monica C. Lozano For For Management
1i Elect Director Thomas J. May For For Management
1j Elect Director Brian T. Moynihan For For Management
1k Elect Director Lionel L. Nowell, III For For Management
1l Elect Director Clayton S. Rose For For Management
1m Elect Director Michael D. White For For Management
1n Elect Director Thomas D. Woods For For Management
1o Elect Director R. David Yost For For Management
1p Elect Director Maria T. Zuber 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 Report on Gender Pay Gap Against Against Shareholder
6 Provide Right to Act by Written Consent Against Against Shareholder
7 Amend Proxy Access Right Against Against Shareholder
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BHP BILLITON LTD.
Ticker: BHP Security ID: 088606108
Meeting Date: NOV 08, 2018 Meeting Type: Annual
Record Date: SEP 13, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Appoint KPMG LLP as Auditor of the For For Management
Company
3 Authorize the Risk and Audit Committee For For Management
to Fix Remuneration of the Auditors
4 Approve General Authority to Issue For For Management
Shares in BHP Billiton Plc
5 Approve General Authority to Issue For For Management
Shares in BHP Billiton Plc for Cash
6 Approve the Repurchase of Shares in For For Management
BHP Billiton Plc
7 Approve the Remuneration Report Other For For Management
Than the Part Containing the
Directors' Remuneration Policy
8 Approve Remuneration Report For For Management
9 Approve the Grant of Awards to Andrew For For Management
Mackenzie
10 Approve the Change of Name of BHP For For Management
Billiton Plc to BHP Group Plc and BHP
Billiton Limited to BHP Group Limited
11 Elect Terry Bowen as Director For For Management
12 Elect Malcolm Broomhead as Director For For Management
13 Elect Anita Frew as Director For For Management
14 Elect Carolyn Hewson as Director For For Management
15 Elect Andrew Mackenzie as Director For For Management
16 Elect Lindsay Maxsted as Director For For Management
17 Elect John Mogford as Director For For Management
18 Elect Shriti Vadera as Director For For Management
19 Elect Ken MacKenzie as Director For For Management
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BOSTON SCIENTIFIC CORPORATION
Ticker: BSX Security ID: 101137107
Meeting Date: MAY 09, 2019 Meeting Type: Annual
Record Date: MAR 15, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Nelda J. Connors For For Management
1b Elect Director Charles J. Dockendorff For For Management
1c Elect Director Yoshiaki Fujimori For For Management
1d Elect Director Donna A. James For For Management
1e Elect Director Edward J. Ludwig For For Management
1f Elect Director Stephen P. MacMillan For For Management
1g Elect Director Michael F. Mahoney For For Management
1h Elect Director David J. Roux For For Management
1i Elect Director John E. Sununu For For Management
1j Elect Director Ellen M. Zane For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Adopt Majority Voting for Uncontested For For Management
Election of Directors
4 Ratify Ernst & Young LLP as Auditor For For Management
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BROADCOM INC.
Ticker: AVGO Security ID: 11135F101
Meeting Date: APR 01, 2019 Meeting Type: Annual
Record Date: FEB 11, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Hock E. Tan For For Management
1b Elect Director Henry Samueli For For Management
1c Elect Director Eddy W. Hartenstein For For Management
1d Elect Director Diane M. Bryant For For Management
1e Elect Director Gayla J. Delly For For Management
1f Elect Director Check Kian Low For For Management
1g Elect Director Peter J. Marks For For Management
1h Elect Director Harry L. You For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Amend Qualified Employee Stock For For Management
Purchase Plan
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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CAMDEN PROPERTY TRUST
Ticker: CPT Security ID: 133131102
Meeting Date: MAY 09, 2019 Meeting Type: Annual
Record Date: MAR 11, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard J. Campo For For Management
1.2 Elect Director Heather J. Brunner For For Management
1.3 Elect Director Scott S. Ingraham For For Management
1.4 Elect Director Renu Khator For For Management
1.5 Elect Director William B. McGuire, Jr. For For Management
1.6 Elect Director D. Keith Oden For For Management
1.7 Elect Director William F. Paulsen For For Management
1.8 Elect Director Frances Aldrich For For Management
Sevilla-Sacasa
1.9 Elect Director Steven A. Webster For For Management
1.10 Elect Director Kelvin R. Westbrook For For Management
2 Ratify Deloitte & Touche LLP as Auditor For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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CISCO SYSTEMS, INC.
Ticker: CSCO Security ID: 17275R102
Meeting Date: DEC 12, 2018 Meeting Type: Annual
Record Date: OCT 15, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director M. Michele Burns For For Management
1b Elect Director Michael D. Capellas For For Management
1c Elect Director Mark Garrett For For Management
1d Elect Director Kristina M. Johnson For For Management
1e Elect Director Roderick C. McGeary For For Management
1f Elect Director Charles H. Robbins For For Management
1g Elect Director Arun Sarin For For Management
1h Elect Director Brenton L. Saunders For For Management
1i 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 PricewaterhouseCoopers LLP as For For Management
Auditors
5 Require Independent Board Chairman Against Against Shareholder
6 Adjust Executive Compensation Metrics Against Against Shareholder
for Share Buybacks
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CITRIX SYSTEMS, INC.
Ticker: CTXS Security ID: 177376100
Meeting Date: JUN 04, 2019 Meeting Type: Annual
Record Date: APR 09, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Robert M. Calderoni For For Management
1b Elect Director Nanci E. Caldwell For For Management
1c Elect Director Jesse A. Cohn For For Management
1d Elect Director Robert D. Daleo For For Management
1e Elect Director Murray J. Demo For For Management
1f Elect Director Ajei S. Gopal For For Management
1g Elect Director David J. Henshall For For Management
1h Elect Director Thomas E. Hogan For For Management
1i Elect Director Moira A. Kilcoyne For For Management
1j Elect Director Peter J. Sacripanti For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Ernst & Young LLP as Auditor For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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COMCAST CORPORATION
Ticker: CMCSA Security ID: 20030N101
Meeting Date: JUN 05, 2019 Meeting Type: Annual
Record Date: APR 05, 2019
# 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 Gerald L. Hassell For For Management
1.6 Elect Director Jeffrey A. Honickman For For Management
1.7 Elect Director Maritza G. Montiel For For Management
1.8 Elect Director Asuka Nakahara For For Management
1.9 Elect Director David C. Novak For For Management
1.10 Elect Director Brian L. Roberts For For Management
2 Ratify Deloitte & Touche LLP as Auditor For For Management
3 Approve Nonqualified Employee Stock For For Management
Purchase Plan
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Require Independent Board Chairman Against Against Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder
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CONCHO RESOURCES, INC.
Ticker: CXO Security ID: 20605P101
Meeting Date: MAY 16, 2019 Meeting Type: Annual
Record Date: MAR 19, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Steven D. Gray For For Management
1.2 Elect Director Susan J. Helms For For Management
1.3 Elect Director Gary A. Merriman For For Management
2 Ratify Grant Thornton 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
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CONOCOPHILLIPS
Ticker: COP Security ID: 20825C104
Meeting Date: MAY 14, 2019 Meeting Type: Annual
Record Date: MAR 18, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Charles E. Bunch For For Management
1b Elect Director Caroline Maury Devine For For Management
1c Elect Director John V. Faraci For For Management
1d Elect Director Jody Freeman For For Management
1e Elect Director Gay Huey Evans For For Management
1f Elect Director Jeffrey A. Joerres For For Management
1g Elect Director Ryan M. Lance For For Management
1h Elect Director William H. McRaven For For Management
1i Elect Director Sharmila Mulligan For For Management
1j Elect Director Arjun N. Murti For For Management
1k Elect Director Robert A. Niblock For For Management
2 Ratify Ernst & Young LLP as Auditor For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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CROWN CASTLE INTERNATIONAL CORP.
Ticker: CCI Security ID: 22822V101
Meeting Date: MAY 16, 2019 Meeting Type: Annual
Record Date: MAR 22, 2019
# 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 Andrea J. Goldsmith 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
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DEERE & CO.
Ticker: DE Security ID: 244199105
Meeting Date: FEB 27, 2019 Meeting Type: Annual
Record Date: DEC 31, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Samuel R. Allen For For Management
1b Elect Director Vance D. Coffman For For Management
1c Elect Director Alan C. Heuberger For For Management
1d Elect Director Charles O. Holliday, Jr. For For Management
1e Elect Director Dipak C. Jain For For Management
1f Elect Director Michael O. Johanns For For Management
1g Elect Director Clayton M. Jones 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
4 Provide Right to Act by Written Consent Against Against Shareholder
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DISCOVER FINANCIAL SERVICES
Ticker: DFS Security ID: 254709108
Meeting Date: MAY 16, 2019 Meeting Type: Annual
Record Date: MAR 18, 2019
# 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 Roger C. Hochschild 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 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
4 Eliminate Supermajority Vote For For Management
Requirement to Amend Bylaws
5 Provide Right to Call Special Meeting For For Management
6 Reduce Ownership Threshold for Against Against Shareholder
Shareholders to Call Special Meeting
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EMERSON ELECTRIC CO.
Ticker: EMR Security ID: 291011104
Meeting Date: FEB 05, 2019 Meeting Type: Annual
Record Date: NOV 27, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Clemens A. H. Boersig For For Management
1.2 Elect Director Joshua B. Bolten For For Management
1.3 Elect Director Lori M. Lee For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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ENTERGY CORPORATION
Ticker: ETR Security ID: 29364G103
Meeting Date: MAY 03, 2019 Meeting Type: Annual
Record Date: MAR 04, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director John R. Burbank 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 Philip L. Frederickson For For Management
1f Elect Director Alexis M. Herman For For Management
1g Elect Director M. Elise Hyland For For Management
1h Elect Director Stuart L. Levenick For For Management
1i Elect Director Blanche Lambert Lincoln For For Management
1j Elect Director Karen A. Puckett 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 Approve Omnibus Stock Plan For For Management
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EXXON MOBIL CORPORATION
Ticker: XOM Security ID: 30231G102
Meeting Date: MAY 29, 2019 Meeting Type: Annual
Record Date: APR 03, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Susan K. Avery For For Management
1.2 Elect Director Angela F. Braly For For Management
1.3 Elect Director Ursula M. Burns For For Management
1.4 Elect Director Kenneth C. Frazier For For Management
1.5 Elect Director Steven A. Kandarian For For Management
1.6 Elect Director Douglas R. Oberhelman For For Management
1.7 Elect Director Samuel J. Palmisano For For Management
1.8 Elect Director Steven S Reinemund For For Management
1.9 Elect Director William C. Weldon For For Management
1.10 Elect Director Darren W. Woods For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditor
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
6 Disclose a Board Diversity and Against Against Shareholder
Qualifications Matrix
7 Establish Environmental/Social Issue Against Against Shareholder
Board Committee
8 Report on Risks of Petrochemical Against Against Shareholder
Operations in Flood Prone Areas
9 Report on Political Contributions Against Against Shareholder
10 Report on Lobbying Payments and Policy Against Against Shareholder
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FIDELITY NATIONAL INFORMATION SERVICES, INC.
Ticker: FIS Security ID: 31620M106
Meeting Date: MAY 22, 2019 Meeting Type: Annual
Record Date: APR 01, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Ellen R. Alemany For For Management
1b Elect Director Keith W. Hughes For For Management
1c Elect Director David K. Hunt For For Management
1d Elect Director Stephan A. James For For Management
1e Elect Director Leslie M. Muma For For Management
1f Elect Director Alexander Navab For For Management
1g Elect Director Gary A. Norcross For For Management
1h Elect Director Louise M. Parent For For Management
1i Elect Director Brian T. Shea For For Management
1j 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
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GILEAD SCIENCES, INC.
Ticker: GILD Security ID: 375558103
Meeting Date: MAY 08, 2019 Meeting Type: Annual
Record Date: MAR 15, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jacqueline K. Barton For For Management
1b Elect Director John F. Cogan For For Management
1c Elect Director Kelly A. Kramer For For Management
1d Elect Director Kevin E. Lofton For For Management
1e Elect Director Harish Manwani For For Management
1f Elect Director Daniel P. O'Day 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 Provide Right to Act by Written Consent For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Require Independent Board Chairman Against Against Shareholder
6 Report on Corporate Tax Savings Against Against Shareholder
Allocation
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HASBRO, INC.
Ticker: HAS Security ID: 418056107
Meeting Date: MAY 16, 2019 Meeting Type: Annual
Record Date: MAR 20, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kenneth A. Bronfin For For Management
1.2 Elect Director Michael R. Burns For For Management
1.3 Elect Director Hope F. Cochran For For Management
1.4 Elect Director Crispin H. Davis For For Management
1.5 Elect Director John A. Frascotti 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 Mary Beth West For For Management
1.13 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 Auditor For For Management
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HONEYWELL INTERNATIONAL INC.
Ticker: HON Security ID: 438516106
Meeting Date: APR 29, 2019 Meeting Type: Annual
Record Date: MAR 01, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director Darius Adamczyk For For Management
1B Elect Director Duncan B. Angove For For Management
1C Elect Director William S. Ayer For For Management
1D Elect Director Kevin Burke For For Management
1E Elect Director Jaime Chico Pardo For For Management
1F Elect Director D. Scott Davis For For Management
1G Elect Director Linnet F. Deily For For Management
1H Elect Director Judd Gregg For For Management
1I Elect Director Clive Hollick For For Management
1J Elect Director Grace D. Lieblein For For Management
1K Elect Director George Paz For For Management
1L Elect Director Robin L. Washington For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as Auditor For For Management
4 Provide Right to Act by Written Consent Against Against Shareholder
5 Report on Lobbying Payments and Policy Against Against Shareholder
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INTEL CORPORATION
Ticker: INTC Security ID: 458140100
Meeting Date: MAY 16, 2019 Meeting Type: Annual
Record Date: MAR 18, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Aneel Bhusri For For Management
1b Elect Director Andy D. Bryant For For Management
1c Elect Director Reed E. Hundt For For Management
1d Elect Director Omar Ishrak For For Management
1e Elect Director Risa Lavizzo-Mourey For For Management
1f Elect Director Tsu-Jae King Liu For For Management
1g Elect Director Gregory D. Smith For For Management
1h Elect Director Robert 'Bob' H. Swan For For Management
1i Elect Director Andrew Wilson For For Management
1j Elect Director Frank D. Yeary 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 Provide Right to Act by Written Consent Against Against Shareholder
6 Report on Gender Pay Gap Against Against Shareholder
7 Request for an Annual Advisory Vote on Against Against Shareholder
Political Contributions
--------------------------------------------------------------------------------
INTERCONTINENTAL EXCHANGE, INC.
Ticker: ICE Security ID: 45866F104
Meeting Date: MAY 17, 2019 Meeting Type: Annual
Record Date: MAR 19, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Sharon Y. Bowen For For Management
1b Elect Director Charles R. Crisp For For Management
1c Elect Director Duriya M. Farooqui For For Management
1d Elect Director Jean-Marc Forneri For For Management
1e Elect Director The Right Hon. The Lord For For Management
Hague of Richmond
1f Elect Director Frederick W. Hatfield For For Management
1g Elect Director Thomas E. Noonan For For Management
1h Elect Director Frederic V. Salerno For For Management
1i Elect Director Jeffrey C. Sprecher For For Management
1j Elect Director Judith A. Sprieser For For Management
1k Elect Director Vincent Tese For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditor For For Management
--------------------------------------------------------------------------------
JOHNSON & JOHNSON
Ticker: JNJ Security ID: 478160104
Meeting Date: APR 25, 2019 Meeting Type: Annual
Record Date: FEB 26, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Mary C. Beckerle For For Management
1b Elect Director D. Scott Davis For For Management
1c Elect Director Ian E. L. Davis For For Management
1d Elect Director Jennifer A. Doudna For For Management
1e Elect Director Alex Gorsky For For Management
1f Elect Director Marillyn A. Hewson For For Management
1g Elect Director Mark B. McClellan For For Management
1h Elect Director Anne M. Mulcahy For For Management
1i Elect Director William D. Perez For For Management
1j Elect Director Charles Prince For For Management
1k Elect Director A. Eugene Washington For For Management
1l Elect Director Ronald A. Williams For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditor
4 Clawback Disclosure of Recoupment Against Against Shareholder
Activity from Senior Officers
5 Report on Integrating Risks Related to Against Against Shareholder
Drug Pricing into Senior Executive
Compensation
--------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 21, 2019 Meeting Type: Annual
Record Date: MAR 22, 2019
# 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 Stephen B. Burke For For Management
1d Elect Director Todd A. Combs 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 Mellody Hobson For For Management
1i Elect Director Laban P. Jackson, Jr. For For Management
1j Elect Director Michael A. Neal For For Management
1k Elect Director Lee R. Raymond For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditor
4 Report on Gender Pay Gap Against Against Shareholder
5 Amend Proxy Access Right Against Against Shareholder
6 Provide for Cumulative Voting Against Against Shareholder
--------------------------------------------------------------------------------
LAM RESEARCH CORP.
Ticker: LRCX Security ID: 512807108
Meeting Date: NOV 06, 2018 Meeting Type: Annual
Record Date: SEP 07, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Martin B. Anstice For For Management
1.2 Elect Director Eric K. Brandt For For Management
1.3 Elect Director Michael R. Cannon For For Management
1.4 Elect Director Youssef A. El-Mansy For For Management
1.5 Elect Director Christine A. Heckart For For Management
1.6 Elect Director Catherine P. Lego For For Management
1.7 Elect Director Stephen G. Newberry For For Management
1.8 Elect Director Abhijit Y. Talwalkar For For Management
1.9 Elect Director Lih Shyng (Rick L.) Tsai For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Qualified Employee Stock For For Management
Purchase Plan
4 Ratify Ernst & Young LLP as Auditors For For Management
--------------------------------------------------------------------------------
LAZARD LTD.
Ticker: LAZ Security ID: G54050102
Meeting Date: APR 23, 2019 Meeting Type: Annual
Record Date: MAR 04, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard N. Haass For For Management
1.2 Elect Director Jane L. Mendillo For For Management
1.3 Elect Director Richard D. Parsons For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Deloitte & Touche LLP as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
--------------------------------------------------------------------------------
M&T BANK CORPORATION
Ticker: MTB Security ID: 55261F104
Meeting Date: APR 16, 2019 Meeting Type: Annual
Record Date: FEB 28, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Brent D. Baird For For Management
1.2 Elect Director C. Angela Bontempo For For Management
1.3 Elect Director Robert T. Brady For For Management
1.4 Elect Director T. Jefferson For For Management
Cunningham, III
1.5 Elect Director Gary N. Geisel For For Management
1.6 Elect Director Richard S. Gold For For Management
1.7 Elect Director Richard A. Grossi For For Management
1.8 Elect Director John D. Hawke, Jr. For For Management
1.9 Elect Director Rene F. Jones For For Management
1.10 Elect Director Richard H. Ledgett, Jr. For For Management
1.11 Elect Director Newton P.S. Merrill For For Management
1.12 Elect Director Kevin J. Pearson For For Management
1.13 Elect Director Melinda R. Rich For For Management
1.14 Elect Director Robert E. Sadler, Jr. For For Management
1.15 Elect Director Denis J. Salamone For Withhold Management
1.16 Elect Director John R. Scannell For For Management
1.17 Elect Director David S. Scharfstein For For Management
1.18 Elect Director Herbert L. Washington For For Management
2 Approve Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
--------------------------------------------------------------------------------
MCDONALD'S CORPORATION
Ticker: MCD Security ID: 580135101
Meeting Date: MAY 23, 2019 Meeting Type: Annual
Record Date: MAR 25, 2019
# 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 Richard Lenny For For Management
1g Elect Director John Mulligan For For Management
1h Elect Director Sheila Penrose For For Management
1i Elect Director John Rogers, Jr. For For Management
1j Elect Director Paul Walsh For For Management
1k 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 Auditor For For Management
4 Change Range for Size of the Board For For Management
5 Provide Right to Act by Written Consent Against Against Shareholder
--------------------------------------------------------------------------------
MERCK & CO., INC.
Ticker: MRK Security ID: 58933Y105
Meeting Date: MAY 28, 2019 Meeting Type: Annual
Record Date: MAR 29, 2019
# 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 Mary Ellen Coe For For Management
1d Elect Director Pamela J. Craig For For Management
1e Elect Director Kenneth C. Frazier For For Management
1f Elect Director Thomas H. Glocer For For Management
1g Elect Director Rochelle B. Lazarus For For Management
1h Elect Director Paul B. Rothman For For Management
1i Elect Director Patricia F. Russo For For Management
1j Elect Director Inge G. Thulin 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 Approve Omnibus Stock Plan For For Management
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
5 Require Independent Board Chairman Against Against Shareholder
6 Adopt Policy Disclosing Rationale Against Against Shareholder
Behind Approval of Sale of
Compensation Shares by a Senior
Executive During a Buyback
7 Report on Integrating Risks Related to Against Against Shareholder
Drug Pricing into Senior Executive
Compensation
--------------------------------------------------------------------------------
MICROSOFT CORP.
Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 28, 2018 Meeting Type: Annual
Record Date: SEP 26, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William H. Gates, III For For Management
1.2 Elect Director Reid G. Hoffman For For Management
1.3 Elect Director Hugh F. Johnston For For Management
1.4 Elect Director Teri L. List-Stoll 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 Sandra E. Peterson For For Management
1.9 Elect Director Penny S. Pritzker For For Management
1.10 Elect Director Charles W. Scharf For For Management
1.11 Elect Director Arne M. Sorenson For For Management
1.12 Elect Director John W. Stanton For For Management
1.13 Elect Director John W. Thompson For For Management
1.14 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
--------------------------------------------------------------------------------
MID-AMERICA APARTMENT COMMUNITIES, INC.
Ticker: MAA Security ID: 59522J103
Meeting Date: MAY 21, 2019 Meeting Type: Annual
Record Date: MAR 15, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director H. Eric Bolton, Jr. For For Management
1b Elect Director Russell R. French For For Management
1c Elect Director Alan B. Graf, Jr. For For Management
1d Elect Director Toni Jennings For For Management
1e Elect Director James K. Lowder For For Management
1f Elect Director Thomas H. Lowder For For Management
1g Elect Director Monica McGurk For For Management
1h Elect Director Claude B. Nielsen For For Management
1i Elect Director Philip W. Norwood For For Management
1j Elect Director W. Reid Sanders For For Management
1k Elect Director Gary Shorb For For Management
1l Elect Director David P. Stockert 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
--------------------------------------------------------------------------------
MONDELEZ INTERNATIONAL, INC.
Ticker: MDLZ Security ID: 609207105
Meeting Date: MAY 15, 2019 Meeting Type: Annual
Record Date: MAR 12, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Lewis W.K. Booth For For Management
1b Elect Director Charles E. Bunch For For Management
1c Elect Director Debra A. Crew For For Management
1d Elect Director Lois D. Juliber For For Management
1e Elect Director Mark D. Ketchum For For Management
1f Elect Director Peter W. May For For Management
1g Elect Director Jorge S. Mesquita For For Management
1h Elect Director Joseph Neubauer For For Management
1i Elect Director Fredric G. Reynolds For For Management
1j Elect Director Christiana S. Shi For For Management
1k Elect Director Patrick T. Siewert For For Management
1l Elect Director Jean-Francois M. L. van For For Management
Boxmeer
1m Elect Director Dirk Van de Put For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditor
4 Report on Mitigating Impacts of Against Against Shareholder
Deforestation in Company's Supply Chain
5 Consider Pay Disparity Between Against Against Shareholder
Executives and Other Employees
--------------------------------------------------------------------------------
MOODY'S CORPORATION
Ticker: MCO Security ID: 615369105
Meeting Date: APR 16, 2019 Meeting Type: Annual
Record Date: FEB 22, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Basil L. Anderson For For Management
1.2 Elect Director Jorge A. Bermudez For For Management
1.3 Elect Director Therese Esperdy For For Management
1.4 Elect Director Vincent A. Forlenza For For Management
1.5 Elect Director Kathryn M. Hill For For Management
1.6 Elect Director Raymond W. McDaniel, Jr. For For Management
1.7 Elect Director Henry A. McKinnell, Jr. For For Management
1.8 Elect Director Leslie F. Seidman For For Management
1.9 Elect Director Bruce Van Saun For For Management
1.10 Elect Director Gerrit Zalm For For Management
2 Ratify KPMG LLP as Auditor For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
MOTOROLA SOLUTIONS, INC.
Ticker: MSI Security ID: 620076307
Meeting Date: MAY 13, 2019 Meeting Type: Annual
Record Date: MAR 15, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Gregory Q. Brown For For Management
1b Elect Director Kenneth D. Denman For For Management
1c Elect Director Egon P. Durban For Against Management
1d Elect Director Clayton M. Jones For For Management
1e Elect Director Judy C. Lewent For For Management
1f Elect Director Gregory K. Mondre For Against Management
1g Elect Director Anne R. Pramaggiore For For Management
1h Elect Director Joseph M. Tucci For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditor
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Require Director Nominee with Human Against Against Shareholder
Rights Experience
5 Report on Lobbying Payments and Policy Against Against Shareholder
--------------------------------------------------------------------------------
NETAPP, INC.
Ticker: NTAP Security ID: 64110D104
Meeting Date: SEP 13, 2018 Meeting Type: Annual
Record Date: JUL 17, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director T. Michael Nevens For For Management
1b Elect Director Gerald Held For For Management
1c Elect Director Kathryn M. Hill For For Management
1d Elect Director Deborah L. Kerr For For Management
1e Elect Director George Kurian For For Management
1f Elect Director Scott F. Schenkel For For Management
1g Elect Director George T. Shaheen For For Management
1h Elect Director Richard P. Wallace For For Management
2 Amend Omnibus Stock Plan 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 Ratify Deloitte & Touche LLP as For For Management
Auditors
6 Ratify Existing Ownership Threshold For For Management
for Shareholders to Call Special
Meeting
--------------------------------------------------------------------------------
NEXTERA ENERGY, INC.
Ticker: NEE Security ID: 65339F101
Meeting Date: MAY 23, 2019 Meeting Type: Annual
Record Date: MAR 26, 2019
# 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
1m Elect Director Darryl L. Wilson 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 Report on Political Contributions Against Against Shareholder
--------------------------------------------------------------------------------
NORFOLK SOUTHERN CORPORATION
Ticker: NSC Security ID: 655844108
Meeting Date: MAY 09, 2019 Meeting Type: Annual
Record Date: MAR 01, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Thomas D. Bell, Jr. For For Management
1b Elect Director Daniel A. Carp For For Management
1c Elect Director Mitchell E. Daniels, Jr. For For Management
1d Elect Director Marcela E. Donadio For For Management
1e Elect Director Thomas C. Kelleher For For Management
1f Elect Director Steven F. Leer For For Management
1g Elect Director Michael D. Lockhart For For Management
1h Elect Director Amy E. Miles For For Management
1i Elect Director Jennifer F. Scanlon For For Management
1j Elect Director James A. Squires For For Management
1k Elect Director John R. Thompson For For Management
2 Ratify KPMG LLP as Auditor For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Adopt Simple Majority Against For Shareholder
--------------------------------------------------------------------------------
PFIZER INC.
Ticker: PFE Security ID: 717081103
Meeting Date: APR 25, 2019 Meeting Type: Annual
Record Date: FEB 26, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ronald E. Blaylock For For Management
1.2 Elect Director Albert Bourla For For Management
1.3 Elect Director W. Don Cornwell For For Management
1.4 Elect Director Joseph J. Echevarria For For Management
1.5 Elect Director Helen H. Hobbs For For Management
1.6 Elect Director James M. Kilts For For Management
1.7 Elect Director Dan R. Littman For For Management
1.8 Elect Director Shantanu Narayen For For Management
1.9 Elect Director Suzanne Nora Johnson For For Management
1.10 Elect Director Ian C. Read For For Management
1.11 Elect Director James C. Smith For For Management
2 Ratify KPMG LLP as Auditor For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Approve Omnibus Stock Plan For For Management
5 Provide Right to Act by Written Consent Against Against Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder
7 Require Independent Board Chairman Against Against Shareholder
8 Report on Integrating Risks Related to Against Against Shareholder
Drug Pricing into Senior Executive
Compensation
--------------------------------------------------------------------------------
PROCTER & GAMBLE CO.
Ticker: PG Security ID: 742718109
Meeting Date: OCT 09, 2018 Meeting Type: Annual
Record Date: AUG 10, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Francis S. Blake For For Management
1b Elect Director Angela F. Braly For For Management
1c Elect Director Amy L. Chang For For Management
1d Elect Director Kenneth I. Chenault For For Management
1e Elect Director Scott D. Cook For For Management
1f Elect Director Joseph Jimenez For For Management
1g Elect Director Terry J. Lundgren For For Management
1h Elect Director W. James McNerney, Jr. For For Management
1i Elect Director Nelson Peltz For For Management
1j Elect Director David S. Taylor For For Management
1k Elect Director Margaret C. Whitman For For Management
1l Elect Director Patricia A. Woertz For For Management
1m Elect Director Ernesto Zedillo 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
--------------------------------------------------------------------------------
RALPH LAUREN CORPORATION
Ticker: RL Security ID: 751212101
Meeting Date: AUG 02, 2018 Meeting Type: Annual
Record Date: JUN 04, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Frank A. Bennack, Jr. For For Management
1.2 Elect Director Joel L. Fleishman For Withhold Management
1.3 Elect Director Michael A. George For For Management
1.4 Elect Director Hubert Joly For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
REINSURANCE GROUP OF AMERICA, INCORPORATED
Ticker: RGA Security ID: 759351604
Meeting Date: MAY 22, 2019 Meeting Type: Annual
Record Date: MAR 22, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director Christine R. Detrick For For Management
1B Elect Director John J. Gauthier For For Management
1C Elect Director Alan C. Henderson For For Management
1D Elect Director Anna Manning For For Management
1E Elect Director Hazel M. McNeilage For For Management
1F Elect Director Steven C. Van Wyk 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
--------------------------------------------------------------------------------
ROPER TECHNOLOGIES, INC.
Ticker: ROP Security ID: 776696106
Meeting Date: JUN 10, 2019 Meeting Type: Annual
Record Date: APR 15, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Shellye L. Archambeau For For Management
1.2 Elect Director Amy Woods Brinkley For For Management
1.3 Elect Director John F. Fort, III For For Management
1.4 Elect Director L. Neil Hunn For For Management
1.5 Elect Director Robert D. Johnson For For Management
1.6 Elect Director Robert E. Knowling, Jr. For For Management
1.7 Elect Director Wilbur J. Prezzano For For Management
1.8 Elect Director Laura G. Thatcher For For Management
1.9 Elect Director Richard F. Wallman For For Management
1.10 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 Report on Political Contributions Against Against Shareholder
Disclosure
--------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC
Ticker: RDSB Security ID: 780259206
Meeting Date: MAY 21, 2019 Meeting Type: Annual
Record Date: APR 09, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Remuneration Report For For Management
3 Elect Neil Carson as Director For For Management
4 Re-elect Ben van Beurden as Director For For Management
5 Re-elect Ann Godbehere as Director For For Management
6 Re-elect Euleen Goh as Director For For Management
7 Re-elect Charles Holliday as Director For For Management
8 Re-elect Catherine Hughes as Director For For Management
9 Re-elect Gerard Kleisterlee as Director For For Management
10 Re-elect Roberto Setubal as Director For For Management
11 Re-elect Sir Nigel Sheinwald as For For Management
Director
12 Re-elect Linda Stuntz as Director For For Management
13 Re-elect Jessica Uhl as Director For For Management
14 Re-elect Gerrit Zalm as Director For For Management
15 Reappoint Ernst & Young LLP as Auditors For For Management
16 Authorise the Audit Committee to Fix For For Management
Remuneration of Auditors
17 Authorise Issue of Equity For For Management
18 Authorise Issue of Equity without For For Management
Pre-emptive Rights
19 Adopt New Articles of Association For For Management
20 Authorise Market Purchase of Ordinary For For Management
Shares
21 Authorise EU Political Donations and For For Management
Expenditure
22 Request Shell to Set and Publish Against Against Shareholder
Targets for Greenhouse Gas (GHG)
Emissions
--------------------------------------------------------------------------------
STARBUCKS CORP.
Ticker: SBUX Security ID: 855244109
Meeting Date: MAR 20, 2019 Meeting Type: Annual
Record Date: JAN 10, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Rosalind G. Brewer For For Management
1b Elect Director Mary N. Dillon For For Management
1c Elect Director Mellody Hobson For For Management
1d Elect Director Kevin R. Johnson For For Management
1e Elect Director Jorgen Vig Knudstorp For For Management
1f Elect Director Satya Nadella For For Management
1g Elect Director Joshua Cooper Ramo For For Management
1h Elect Director Clara Shih For For Management
1i Elect Director Javier G. Teruel For For Management
1j Elect Director Myron E. Ullman, III 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 a Policy on Board Diversity Against Against Shareholder
5 Report on Sustainable Packaging Against Abstain Shareholder
--------------------------------------------------------------------------------
TAPESTRY, INC.
Ticker: TPR Security ID: 876030107
Meeting Date: NOV 08, 2018 Meeting Type: Annual
Record Date: SEP 07, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Darrell Cavens For For Management
1b Elect Director David Denton For For Management
1c Elect Director Anne Gates For For Management
1d Elect Director Andrea Guerra For For Management
1e Elect Director Susan Kropf For For Management
1f Elect Director Annabelle Yu Long For For Management
1g Elect Director Victor Luis For For Management
1h Elect Director Ivan Menezes For For Management
1i Elect Director William Nuti For For Management
1j Elect Director Jide Zeitlin 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 Approve Omnibus Stock Plan For For Management
--------------------------------------------------------------------------------
TEXAS INSTRUMENTS INCORPORATED
Ticker: TXN Security ID: 882508104
Meeting Date: APR 25, 2019 Meeting Type: Annual
Record Date: FEB 25, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Mark A. Blinn For For Management
1b Elect Director Todd M. Bluedorn For For Management
1c Elect Director Janet F. Clark For For Management
1d Elect Director Carrie S. Cox For For Management
1e Elect Director Martin S. Craighead For For Management
1f Elect Director Jean M. Hobby For For Management
1g Elect Director Ronald Kirk For For Management
1h Elect Director Pamela H. Patsley For For Management
1i Elect Director Robert E. Sanchez For For Management
1j Elect Director Richard K. Templeton 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
--------------------------------------------------------------------------------
THE COCA-COLA COMPANY
Ticker: KO Security ID: 191216100
Meeting Date: APR 24, 2019 Meeting Type: Annual
Record Date: FEB 25, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Herbert A. Allen For For Management
1.2 Elect Director Ronald W. Allen For For Management
1.3 Elect Director Marc Bolland For For Management
1.4 Elect Director Ana Botin For For Management
1.5 Elect Director Christopher C. Davis For For Management
1.6 Elect Director Barry Diller For For Management
1.7 Elect Director Helene D. Gayle For For Management
1.8 Elect Director Alexis M. Herman For For Management
1.9 Elect Director Robert A. Kotick For For Management
1.10 Elect Director Maria Elena Lagomasino For For Management
1.11 Elect Director James Quincey For For Management
1.12 Elect Director Caroline J. Tsay For For Management
1.13 Elect Director David B. Weinberg For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditor For For Management
4 Require Independent Board Chairman Against Against Shareholder
5 Report on the Health Impacts and Risks Against Against Shareholder
of Sugar in the Company's Products
--------------------------------------------------------------------------------
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Ticker: HIG Security ID: 416515104
Meeting Date: MAY 15, 2019 Meeting Type: Annual
Record Date: MAR 18, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Robert B. Allardice, III For For Management
1b Elect Director Carlos Dominguez For For Management
1c Elect Director Trevor Fetter For For Management
1d Elect Director Stephen P. McGill - None None Management
withdrawn
1e Elect Director Kathryn A. Mikells For For Management
1f Elect Director Michael G. Morris For For Management
1g Elect Director Julie G. Richardson For For Management
1h Elect Director Teresa Wynn Roseborough For For Management
1i Elect Director Virginia P. Ruesterholz For For Management
1j Elect Director Christopher J. Swift For For Management
1k Elect Director Greig Woodring 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
--------------------------------------------------------------------------------
THE WALT DISNEY CO.
Ticker: DIS Security ID: 254687106
Meeting Date: MAR 07, 2019 Meeting Type: Annual
Record Date: JAN 07, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Susan E. Arnold For For Management
1b Elect Director Mary T. Barra For For Management
1c Elect Director Safra A. Catz For For Management
1d Elect Director Francis A. deSouza For For Management
1e Elect Director Michael Froman For For Management
1f Elect Director Robert A. Iger For For Management
1g Elect Director Maria Elena Lagomasino For For Management
1h Elect Director Mark G. Parker For For Management
1i Elect Director Derica W. Rice For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Report on Lobbying Payments and Policy Against Against Shareholder
5 Assess Feasibility of Cyber Security Against Against Shareholder
and Data Privacy as a Performance
Measure for Senior Executive
Compensation
--------------------------------------------------------------------------------
UNION PACIFIC CORPORATION
Ticker: UNP Security ID: 907818108
Meeting Date: MAY 16, 2019 Meeting Type: Annual
Record Date: MAR 22, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Andrew H. Card, Jr. For For Management
1b Elect Director Erroll B. Davis, Jr. For For Management
1c Elect Director William J. DeLaney For For Management
1d Elect Director David B. Dillon For For Management
1e Elect Director Lance M. Fritz For For Management
1f Elect Director Deborah C. Hopkins For For Management
1g Elect Director Jane H. Lute For For Management
1h Elect Director Michael R. McCarthy For For Management
1i Elect Director Thomas F. McLarty, III For For Management
1j Elect Director Bhavesh V. Patel For For Management
1k 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 Require Independent Board Chairman Against Against Shareholder
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UNITEDHEALTH GROUP INCORPORATED
Ticker: UNH Security ID: 91324P102
Meeting Date: JUN 03, 2019 Meeting Type: Annual
Record Date: APR 09, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director William C. Ballard, Jr. For For Management
1b Elect Director Richard T. Burke For For Management
1c Elect Director Timothy P. Flynn For For Management
1d Elect Director Stephen J. Hemsley For For Management
1e Elect Director Michele J. Hooper For For Management
1f Elect Director F. William McNabb, III For For Management
1g Elect Director Valerie C. Montgomery For For Management
Rice
1h Elect Director John H. Noseworthy For For Management
1i Elect Director Glenn M. Renwick For For Management
1j Elect Director David S. Wichmann For For Management
1k 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
4 Amend Proxy Access Right Against Against Shareholder
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VALERO ENERGY CORPORATION
Ticker: VLO Security ID: 91913Y100
Meeting Date: APR 30, 2019 Meeting Type: Annual
Record Date: MAR 05, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director H. Paulett Eberhart For For Management
1B Elect Director Joseph W. Gorder For For Management
1C Elect Director Kimberly S. Greene For For Management
1D Elect Director Deborah P. Majoras For For Management
1E Elect Director Donald L. Nickles For For Management
1F Elect Director Philip J. Pfeiffer For For Management
1G Elect Director Robert A. Profusek For For Management
1H Elect Director Stephen M. Waters For For Management
1I Elect Director Randall J. Weisenburger For For Management
1J 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
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VERIZON COMMUNICATIONS INC.
Ticker: VZ Security ID: 92343V104
Meeting Date: MAY 02, 2019 Meeting Type: Annual
Record Date: MAR 04, 2019
# 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 Vittorio Colao For For Management
1.4 Elect Director Melanie L. Healey For For Management
1.5 Elect Director Clarence Otis, Jr. For For Management
1.6 Elect Director Daniel H. Schulman For For Management
1.7 Elect Director Rodney E. Slater For For Management
1.8 Elect Director Kathryn A. Tesija For For Management
1.9 Elect Director Hans E. Vestberg For For Management
1.10 Elect Director Gregory G. Weaver 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 Eliminate Above-Market Earnings in Against Against Shareholder
Executive Retirement Plans
5 Require Independent Board Chairman Against Against Shareholder
6 Report on Online Child Exploitation Against For Shareholder
7 Assess Feasibility of Cyber Security Against Against Shareholder
and Data Privacy as a Performance
Measure for Senior Executive
Compensation
8 Submit Severance Agreement Against For Shareholder
(Change-in-Control) to Shareholder Vote
--------------------------------------------------------------------------------
WALMART INC.
Ticker: WMT Security ID: 931142103
Meeting Date: JUN 05, 2019 Meeting Type: Annual
Record Date: APR 12, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Cesar Conde For For Management
1b Elect Director Stephen "Steve" J. For For Management
Easterbrook
1c Elect Director Timothy "Tim" P. Flynn For For Management
1d Elect Director Sarah J. Friar For For Management
1e Elect Director Carla A. Harris For For Management
1f Elect Director Thomas "Tom" W. Horton For For Management
1g Elect Director Marissa A. Mayer For For Management
1h Elect Director C. Douglas "Doug" For For Management
McMillon
1i Elect Director Gregory "Greg" B. Penner For For Management
1j Elect Director Steven "Steve" S For For Management
Reinemund
1k Elect Director S. Robson "Rob" Walton For For Management
1l Elect Director Steuart L. Walton 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 Report on Sexual Harassment Against Abstain Shareholder
5 Provide for Cumulative Voting Against For Shareholder
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WELLS FARGO & COMPANY
Ticker: WFC Security ID: 949746101
Meeting Date: APR 23, 2019 Meeting Type: Annual
Record Date: FEB 26, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director John D. Baker, II For For Management
1b Elect Director Celeste A. Clark For For Management
1c Elect Director Theodore F. Craver, Jr. For For Management
1d Elect Director Elizabeth A. "Betsy" For For Management
Duke
1e Elect Director Wayne M. Hewett For For Management
1f Elect Director Donald M. James For For Management
1g Elect Director Maria R. Morris For For Management
1h Elect Director Juan A. Pujadas For For Management
1i Elect Director James H. Quigley For For Management
1j Elect Director Ronald L. Sargent For For Management
1k Elect Director C. Allen Parker For For Management
1l Elect Director Suzanne M. Vautrinot 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
5 Report on Incentive-Based Compensation Against Against Shareholder
and Risks of Material Losses
6 Report on Global Median Gender Pay Gap Against Against Shareholder
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ZIMMER BIOMET HOLDINGS, INC.
Ticker: ZBH Security ID: 98956P102
Meeting Date: MAY 10, 2019 Meeting Type: Annual
Record Date: MAR 11, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Christopher B. Begley For For Management
1b Elect Director Betsy J. Bernard For For Management
1c Elect Director Gail K. Boudreaux For For Management
1d Elect Director Michael J. Farrell For For Management
1e Elect Director Larry C. Glasscock For For Management
1f Elect Director Robert A. Hagemann For For Management
1g Elect Director Bryan C. Hanson For For Management
1h Elect Director Arthur J. Higgins For For Management
1i Elect Director Maria Teresa "Tessa" For For Management
Hilado
1j Elect Director Syed Jafry For For Management
1k Elect Director Michael W. Michelson For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For Abstain Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
ZIONS BANCORPORATION, NATIONAL ASSOCIATION
Ticker: ZION Security ID: 989701107
Meeting Date: MAY 31, 2019 Meeting Type: Annual
Record Date: MAR 28, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director Jerry C. Atkin For For Management
1B Elect Director Gary L. Crittenden For For Management
1C Elect Director Suren K. Gupta For For Management
1D Elect Director J. David Heaney For For Management
1E Elect Director Vivian S. Lee For For Management
1F Elect Director Scott J. McLean For For Management
1G Elect Director Edward F. Murphy For For Management
1H Elect Director Stephen D. Quinn For For Management
1I Elect Director Harris H. Simmons For For Management
1J Elect Director Aaron B. Skonnard For For Management
1K Elect Director Barbara A. Yastine For For Management
2 Ratify Ernst & Young LLP as Auditor For For Management
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
========== END N-PX REPORT
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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/ Dina Santoro
--------------------------
Dina Santoro
President
Date: August 28, 2019