================================================================================ 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: 811-02514 ----------------- 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, 2019 - June 30, 2020 ================================================================================ Item 1. Proxy Voting Record ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-02514 Reporting Period: 07/01/2019 - 06/30/2020 Voya Variable Funds ======================= Voya Growth and Income Portfolio ======================= ACTIVISION BLIZZARD, INC. Ticker: ATVI Security ID: 00507V109 Meeting Date: JUN 11, 2020 Meeting Type: Annual Record Date: APR 15, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Reveta Bowers For For Management 1b Elect Director Robert Corti For For Management 1c Elect Director Hendrik Hartong, III For For Management 1d Elect Director Brian Kelly For For Management 1e Elect Director Robert Kotick For For Management 1f Elect Director Barry Meyer For For Management 1g Elect Director Robert Morgado For For Management 1h Elect Director Peter Nolan For For Management 1i Elect Director Dawn Ostroff For For Management 1j Elect Director Casey Wasserman For For Management 2 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Report on Political Contributions Against Against Shareholder Disclosure -------------------------------------------------------------------------------- ADOBE INC. Ticker: ADBE Security ID: 00724F101 Meeting Date: APR 09, 2020 Meeting Type: Annual Record Date: FEB 12, 2020 # 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 Amend Qualified Employee Stock For For Management Purchase Plan 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 -------------------------------------------------------------------------------- AIR PRODUCTS AND CHEMICALS, INC. Ticker: APD Security ID: 009158106 Meeting Date: JAN 23, 2020 Meeting Type: Annual Record Date: NOV 29, 2019 # 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 Chadwick C. Deaton For For Management 1d Elect Director Seifollah (Seifi) For For Management Ghasemi 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 Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- ALCON INC. Ticker: ALC Security ID: H01301128 Meeting Date: MAY 06, 2020 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Omission of Dividends 4.1 Approve Remuneration Report For For Management (Non-Binding) 4.2 Approve Remuneration of Directors in For For Management the Amount of CHF 3.3 Million 4.3 Approve Remuneration of Executive For For Management Committee in the Amount of CHF 35.3 Million 5.1 Reelect Michael Ball as Director For For Management 5.2 Reelect Lynn Bleil as Director For For Management 5.3 Reelect Arthur Cummings as Director For For Management 5.4 Reelect David Endicott as Director For For Management 5.5 Reelect Thomas Glanzmann as Director For For Management 5.6 Reelect Keith Grossmann as Director For For Management 5.7 Reelect Scott Maw as Director For For Management 5.8 Reelect Karen May as Director For For Management 5.9 Reelect Ines Poeschel as Director For For Management 5.10 Reelect Dieter Spaelti as Director For For Management 6.1 Reappoint Thomas Glanzmann as Member For For Management of the Compensation Committee 6.2 Reappoint Keith Grossmann as Member of For For Management the Compensation Committee 6.3 Reappoint Karen May as Member of the For For Management Compensation Committee 6.4 Reappoint Ines Poeschel as Member of For For Management the Compensation Committee 7 Designate Hartmann Dreyer For For Management Attorneys-at-Law as Independent Proxy 8 Ratify PricewaterhouseCoopers SA as For For Management Auditors 9 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- ALPHABET INC. Ticker: GOOGL Security ID: 02079K305 Meeting Date: JUN 03, 2020 Meeting Type: Annual Record Date: APR 07, 2020 # 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 Sundar Pichai For For Management 1.4 Elect Director John L. Hennessy For For Management 1.5 Elect Director Frances H. Arnold For For Management 1.6 Elect Director L. John Doerr For Withhold Management 1.7 Elect Director Roger W. Ferguson Jr. For For Management 1.8 Elect Director Ann Mather For For Management 1.9 Elect Director Alan R. Mulally For For Management 1.10 Elect Director K. Ram Shiram For For Management 1.11 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 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 6 Report on Arbitration of Against For Shareholder Employment-Related Claims 7 Establish Human Rights Risk Oversight Against Against Shareholder Committee 8 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors 9 Assess Feasibility of Including Against For Shareholder Sustainability as a Performance Measure for Senior Executive Compensation 10 Report on Takedown Requests Against For Shareholder 11 Require a Majority Vote for the Against For Shareholder Election of Directors 12 Report on Gender/Racial Pay Gap Against Against Shareholder 13 Require Independent Director Nominee Against Against Shareholder with Human and/or Civil Rights Experience 14 Report on Whistleblower Policies and Against Against Shareholder Practices -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: APR 02, 2020 # 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 Reduce Ownership Threshold for For For Management Shareholders to Call Special Meeting 5 Report on Management of Food Waste Against Against Shareholder 6 Report on Customers' Use of its Against Against Shareholder Surveillance and Computer Vision Products or Cloud-Based Services 7 Report on Potential Human Rights Against Against Shareholder Impacts of Customers' Use of Rekognition 8 Report on Products Promoting Hate Against Against Shareholder Speech and Sales of Offensive Products 9 Require Independent Board Chairman Against Against Shareholder 10 Report on Global Median Gender/Racial Against Against Shareholder Pay Gap 11 Report on Reducing Environmental and Against Against Shareholder Health Harms to Communities of Color 12 Report on Viewpoint Discrimination Against Against Shareholder 13 Report on Promotion Velocity Against Against Shareholder 14 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting 15 Human Rights Risk Assessment Against For Shareholder 16 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- ANALOG DEVICES, INC. Ticker: ADI Security ID: 032654105 Meeting Date: MAR 11, 2020 Meeting Type: Annual Record Date: JAN 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ray Stata For For Management 1b Elect Director Vincent Roche For For Management 1c Elect Director James A. Champy For For Management 1d Elect Director Anantha P. Chandrakasan For For Management 1e Elect Director Bruce R. Evans For For Management 1f Elect Director Edward H. Frank For For Management 1g Elect Director Karen M. Golz For For Management 1h Elect Director Mark M. Little For For Management 1i Elect Director Kenton J. Sicchitano For For Management 1j Elect Director Susie Wee 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 Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 26, 2020 Meeting Type: Annual Record Date: JAN 02, 2020 # 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 Andrea Jung For For Management 1e Elect Director Art Levinson For For Management 1f Elect Director Ron Sugar For For Management 1g 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 Assess Feasibility of Including Against Against Shareholder Sustainability as a Performance Measure for Senior Executive Compensation 6 Report on Freedom of Expression and Against Against Shareholder Access to Information Policies -------------------------------------------------------------------------------- AT&T INC. Ticker: T Security ID: 00206R102 Meeting Date: APR 24, 2020 Meeting Type: Annual Record Date: FEB 26, 2020 # 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 Debra L. Lee For For Management 1.8 Elect Director Stephen J. Luczo For For Management 1.9 Elect Director Michael B. McCallister For For Management 1.10 Elect Director Beth E. Mooney For For Management 1.11 Elect Director Matthew K. Rose For For Management 1.12 Elect Director Cynthia B. Taylor For For Management 1.13 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 5 Approve Nomination of Employee Against Against Shareholder Representative Director 6 Improve Guiding Principles of Against Against Shareholder Executive Compensation -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505104 Meeting Date: APR 22, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # 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 Denise L. Ramos For For Management 1m Elect Director Clayton S. Rose For For Management 1n Elect Director Michael D. White For For Management 1o Elect Director Thomas D. Woods For For Management 1p Elect Director R. David Yost For For Management 1q 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 Proxy Access Right Against Against Shareholder 5 Provide Right to Act by Written Consent Against Against Shareholder 6 Report on Gender Pay Gap Against Against Shareholder 7 Review of Statement of the Purpose of Against Against Shareholder a Corporation and Report on Recommended Changes to Governance Documents, Policies, and Practices -------------------------------------------------------------------------------- BECTON, DICKINSON AND COMPANY Ticker: BDX Security ID: 075887109 Meeting Date: JAN 28, 2020 Meeting Type: Annual Record Date: DEC 09, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Catherine M. Burzik For For Management 1.2 Elect Director R. Andrew Eckert For For Management 1.3 Elect Director Vincent A. Forlenza For For Management 1.4 Elect Director Claire M. Fraser For For Management 1.5 Elect Director Jeffrey W. Henderson For For Management 1.6 Elect Director Christopher Jones For For Management 1.7 Elect Director Marshall O. Larsen For For Management 1.8 Elect Director David F. Melcher For For Management 1.9 Elect Director Thomas E. Polen For For Management 1.10 Elect Director Claire Pomeroy For For Management 1.11 Elect Director Rebecca W. Rimel For For Management 1.12 Elect Director Timothy M. Ring For For Management 1.13 Elect Director Bertram L. Scott 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 Amend Omnibus Stock Plan For For Management 6 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- BEST BUY CO., INC. Ticker: BBY Security ID: 086516101 Meeting Date: JUN 11, 2020 Meeting Type: Annual Record Date: APR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Corie S. Barry For For Management 1b Elect Director Lisa M. Caputo For For Management 1c Elect Director J. Patrick Doyle For For Management 1d Elect Director Kathy J. Higgins Victor For For Management 1e Elect Director David W. Kenny For For Management 1f Elect Director Karen A. McLoughlin For For Management 1g Elect Director Thomas L. "Tommy" For For Management Millner 1h Elect Director Claudia F. Munce For For Management 1i Elect Director Richelle P. Parham For For Management 1j Elect Director Eugene A. Woods 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 5 Eliminate Supermajority Vote For For Management Requirement to Amend, Alter or Repeal the Provisions of Article IX 6 Eliminate Supermajority Vote For For Management Requirement to Amend Section 1, Election of Directors, of Article III of the Amended and Restated By-laws 7 Eliminate Supermajority Vote For For Management Requirement to Amend, Alter or Repeal the Provisions of Article X 8 Amend the Anti-Greenmail Provision For For Management Voting Standard in Article X, Section 2 -------------------------------------------------------------------------------- BHP GROUP LIMITED Ticker: BHP Security ID: 088606108 Meeting Date: NOV 07, 2019 Meeting Type: Annual Record Date: SEP 13, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Appoint Ernst & Young as Auditor of For For Management the 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 Group Plc 5 Approve General Authority to Issue For For Management Shares in BHP Group Plc for Cash 6 Approve the Repurchase of Shares in For For Management BHP Group Plc 7 Approve Remuneration Policy For For Management 8 Approve Remuneration Report for UK Law For For Management Purposes 9 Approve Remuneration Report for For For Management Australian Law Purposes 10 Approve the Grant of Awards to Andrew For For Management Mackenzie 11 Elect Ian Cockerill as Director For For Management 12 Elect Susan Kilsby as Director For For Management 13 Elect Terry Bowen as Director For For Management 14 Elect Malcolm Broomhead as Director For For Management 15 Elect Anita Frew as Director For For Management 16 Elect Andrew Mackenzie as Director For For Management 17 Elect Lindsay Maxsted as Director For For Management 18 Elect John Mogford as Director For For Management 19 Elect Shriti Vadera as Director For For Management 20 Elect Ken MacKenzie as Director For For Management 21 Amend Constitution of BHP Group Limited Against Against Shareholder 22 Approve Suspension of Memberships of Against Against Shareholder Industry Associations That Are Involved in Lobbying Inconsistent with the Goals of the Paris Agreement -------------------------------------------------------------------------------- BIOGEN INC. Ticker: BIIB Security ID: 09062X103 Meeting Date: JUN 03, 2020 Meeting Type: Annual Record Date: APR 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Alexander J. Denner For For Management 1b Elect Director Caroline D. Dorsa For For Management 1c Elect Director William A. Hawkins For For Management 1d Elect Director Nancy L. Leaming For For Management 1e Elect Director Jesus B. Mantas For For Management 1f Elect Director Richard C. Mulligan For For Management 1g Elect Director Robert W. Pangia For For Management 1h Elect Director Stelios Papadopoulos For For Management 1i Elect Director Brian S. Posner For For Management 1j Elect Director Eric K. Rowinsky For For Management 1k Elect Director Stephen A. Sherwin For For Management 1l Elect Director Michel Vounatsos For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORPORATION Ticker: BSX Security ID: 101137107 Meeting Date: MAY 07, 2020 Meeting Type: Annual Record Date: MAR 13, 2020 # 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 Amend Omnibus Stock Plan For For Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Report on Non-Management Employee Against Against Shareholder Representation on the Board of Directors -------------------------------------------------------------------------------- BP PLC Ticker: BP Security ID: 055622104 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: MAR 12, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4(a) Elect Bernard Looney as Director For For Management 4(b) Re-elect Brian Gilvary as Director For For Management 4(c) Re-elect Dame Alison Carnwath as For For Management Director 4(d) Re-elect Pamela Daley as Director For For Management 4(e) Re-elect Sir Ian Davis as Director For For Management 4(f) Re-elect Dame Ann Dowling as Director For For Management 4(g) Re-elect Helge Lund as Director For For Management 4(h) Re-elect Melody Meyer as Director For For Management 4(i) Re-elect Brendan Nelson as Director For For Management 4(j) Re-elect Paula Reynolds as Director For For Management 4(k) Re-elect Sir John Sawers as Director For For Management 5 Reappoint Deloitte LLP as Auditors For For Management 6 Authorise Audit Committee to Fix For For Management Remuneration of Auditors 7 Approve Executive Directors' Incentive For For Management Plan 8 Authorise EU Political Donations and For For Management Expenditure 9 Authorise Issue of Equity For For Management 10 Authorise Issue of Equity without For For Management Pre-emptive Rights 11 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 12 Authorise Market Purchase of Ordinary For For Management Shares 13 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY Security ID: 110122108 Meeting Date: MAY 05, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Peter J. Arduini For For Management 1B Elect Director Robert Bertolini For For Management 1C Elect Director Michael W. Bonney For For Management 1D Elect Director Giovanni Caforio For For Management 1E Elect Director Matthew W. Emmens For For Management 1F Elect Director Julia A. Haller For For Management 1G Elect Director Dinesh C. Paliwal For For Management 1H Elect Director Theodore R. Samuels For For Management 1I Elect Director Vicki L. Sato For For Management 1J Elect Director Gerald L. Storch For For Management 1K Elect Director Karen H. Vousden For For Management 1L Elect Director Phyllis R. Yale For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Require Independent Board Chairman Against Against Shareholder 5 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- CELANESE CORPORATION Ticker: CE Security ID: 150870103 Meeting Date: APR 16, 2020 Meeting Type: Annual Record Date: FEB 18, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jean S. Blackwell For For Management 1b Elect Director William M. Brown For For Management 1c Elect Director Edward G. Galante For For Management 1d Elect Director Kathryn M. Hill For For Management 1e Elect Director David F. Hoffmeister For For Management 1f Elect Director Jay V. Ihlenfeld For For Management 1g Elect Director Mark C. Rohr For For Management 1h Elect Director Kim K. W. Rucker For For Management 1i Elect Director Lori J. Ryerkerk For For Management 1j Elect Director John K. Wulff For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CF INDUSTRIES HOLDINGS, INC. Ticker: CF Security ID: 125269100 Meeting Date: MAY 20, 2020 Meeting Type: Annual Record Date: MAR 27, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Javed Ahmed For For Management 1b Elect Director Robert C. Arzbaecher For For Management 1c Elect Director William Davisson For For Management 1d Elect Director John W. Eaves For For Management 1e Elect Director Stephen A. Furbacher For For Management 1f Elect Director Stephen J. Hagge For For Management 1g Elect Director Anne P. Noonan For For Management 1h Elect Director Michael J. Toelle For For Management 1i Elect Director Theresa E. Wagler For For Management 1j Elect Director Celso L. White For For Management 1k Elect Director W. Anthony Will For For Management 2 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- CHEVRON CORPORATION Ticker: CVX Security ID: 166764100 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: MAR 30, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Wanda M. Austin For For Management 1b Elect Director John B. Frank For For Management 1c Elect Director Alice P. Gast For For Management 1d Elect Director Enrique Hernandez, Jr. For For Management 1e Elect Director Charles W. Moorman, IV For For Management 1f Elect Director Dambisa F. Moyo For For Management 1g Elect Director Debra Reed-Klages For For Management 1h Elect Director Ronald D. Sugar For For Management 1i Elect Director D. James Umpleby, III For For Management 1j Elect Director Michael K. Wirth For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Lobbying Payments and Policy Against Against Shareholder 5 Establish Board Committee on Climate Against Against Shareholder Risk 6 Report on Climate Lobbying Aligned Against Against Shareholder with Paris Agreement Goals 7 Report on Petrochemical Risk Against For Shareholder 8 Report on Human Rights Practices Against Against Shareholder 9 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting 10 Require Independent Board Chair Against Against Shareholder -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 12, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # 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 1l Elect Director David T. Seaton For For Management 1m Elect Director R. A. Walker 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 -------------------------------------------------------------------------------- CROWN CASTLE INTERNATIONAL CORP. Ticker: CCI Security ID: 22822V101 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 20, 2020 # 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 -------------------------------------------------------------------------------- CUMMINS INC. Ticker: CMI Security ID: 231021106 Meeting Date: MAY 12, 2020 Meeting Type: Annual Record Date: MAR 10, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director N. Thomas Linebarger For For Management 2 Elect Director Robert J. Bernhard For For Management 3 Elect Director Franklin R. Chang Diaz For For Management 4 Elect Director Bruno V. Di Leo Allen For For Management 5 Elect Director Stephen B. Dobbs For For Management 6 Elect Director Robert K. Herdman For For Management 7 Elect Director Alexis M. Herman For For Management 8 Elect Director Thomas J. Lynch For For Management 9 Elect Director William I. Miller For For Management 10 Elect Director Georgia R. Nelson For For Management 11 Elect Director Karen H. Quintos For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Ratify PricewaterhouseCoopers LLP as For For Management Auditor 14 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors -------------------------------------------------------------------------------- EASTMAN CHEMICAL COMPANY Ticker: EMN Security ID: 277432100 Meeting Date: MAY 07, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Humberto P. Alfonso For For Management 1.2 Elect Director Brett D. Begemann For For Management 1.3 Elect Director Mark J. Costa For For Management 1.4 Elect Director Edward L. Doheny, II For For Management 1.5 Elect Director Julie F. Holder For For Management 1.6 Elect Director Renee J. Hornbaker For For Management 1.7 Elect Director Kim Ann Mink For For Management 1.8 Elect Director James J. O'Brien For For Management 1.9 Elect Director David W. Raisbeck For For Management 1.10 Elect Director Charles K. Stevens, III 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 -------------------------------------------------------------------------------- ENTERGY CORPORATION Ticker: ETR Security ID: 29364G103 Meeting Date: MAY 08, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # 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 -------------------------------------------------------------------------------- EOG RESOURCES, INC. Ticker: EOG Security ID: 26875P101 Meeting Date: APR 30, 2020 Meeting Type: Annual Record Date: MAR 06, 2020 # 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 Robert P. Daniels For For Management 1d Elect Director James C. Day For For Management 1e Elect Director C. Christopher Gaut For For Management 1f Elect Director Julie J. Robertson For For Management 1g Elect Director Donald F. Textor For For Management 1h Elect Director William R. Thomas For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation -------------------------------------------------------------------------------- EXELON CORPORATION Ticker: EXC Security ID: 30161N101 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Anthony Anderson For For Management 1b Elect Director Ann Berzin For For Management 1c Elect Director Laurie Brlas For For Management 1d Elect Director Christopher M. Crane For For Management 1e Elect Director Yves C. de Balmann For For Management 1f Elect Director Nicholas DeBenedictis For For Management 1g Elect Director Linda P. Jojo For For Management 1h Elect Director Paul Joskow For For Management 1i Elect Director Robert J. Lawless For For Management 1j Elect Director John Richardson For For Management 1k Elect Director Mayo Shattuck, III For For Management 1l Elect Director John F. Young For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- FIDELITY NATIONAL INFORMATION SERVICES, INC. Ticker: FIS Security ID: 31620M106 Meeting Date: JUL 24, 2019 Meeting Type: Special Record Date: JUN 03, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with Merger For For Management 2 Increase Authorized Common Stock For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- FIDELITY NATIONAL INFORMATION SERVICES, INC. Ticker: FIS Security ID: 31620M106 Meeting Date: MAY 28, 2020 Meeting Type: Annual Record Date: APR 01, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lee Adrean For For Management 1b Elect Director Ellen R. Alemany For For Management 1c Elect Director Lisa A. Hook For For Management 1d Elect Director Keith W. Hughes For For Management 1e Elect Director Gary L. Lauer For For Management 1f Elect Director Gary A. Norcross For For Management 1g Elect Director Louise M. Parent For For Management 1h Elect Director Brian T. Shea For For Management 1i Elect Director James B. Stallings, Jr. For For Management 1j Elect Director Jeffrey E. Stiefler For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- GOLDMAN SACHS TRUST Ticker: Security ID: 38141W273 Meeting Date: JAN 23, 2020 Meeting Type: Special Record Date: NOV 04, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dwight L. Bush For For Management 1.2 Elect Director Kathryn A. Cassidy For For Management 1.3 Elect Director Joaquin Delgado For For Management 1.4 Elect Director Gregory G. Weaver For For Management -------------------------------------------------------------------------------- INTERCONTINENTAL EXCHANGE, INC. Ticker: ICE Security ID: 45866F104 Meeting Date: MAY 15, 2020 Meeting Type: Annual Record Date: MAR 17, 2020 # 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 Auditors For For Management -------------------------------------------------------------------------------- INTUIT INC. Ticker: INTU Security ID: 461202103 Meeting Date: JAN 23, 2020 Meeting Type: Annual Record Date: NOV 25, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Eve Burton For For Management 1b Elect Director Scott D. Cook For For Management 1c Elect Director Richard L. Dalzell For For Management 1d Elect Director Sasan K. Goodarzi For For Management 1e Elect Director Deborah Liu For For Management 1f Elect Director Suzanne Nora Johnson For For Management 1g Elect Director Dennis D. Powell For For Management 1h Elect Director Brad D. Smith For For Management 1i Elect Director Thomas Szkutak For For Management 1j Elect Director Raul Vazquez For For Management 1k Elect Director Jeff Weiner 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 Adopt a Mandatory Arbitration Bylaw Against Against Shareholder -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 23, 2020 Meeting Type: Annual Record Date: FEB 25, 2020 # 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 Hubert Joly For For Management 1h Elect Director Mark B. McClellan For For Management 1i Elect Director Anne M. Mulcahy For For Management 1j Elect Director Charles Prince For For Management 1k Elect Director A. Eugene Washington For For Management 1l Elect Director Mark A. Weinberger For For Management 1m 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 Auditors 4 Amend Certificate of Incorporation to For For Management Permit Removal of Directors With or Without Cause 5 Require Independent Board Chair Against Against Shareholder 6 Report on Governance Measures Against For Shareholder Implemented Related to Opioids -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 19, 2020 Meeting Type: Annual Record Date: MAR 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda B. Bammann For For Management 1b Elect Director Stephen B. Burke For For Management 1c Elect Director Todd A. Combs For For Management 1d Elect Director James S. Crown For For Management 1e Elect Director James Dimon For For Management 1f Elect Director Timothy P. Flynn For For Management 1g Elect Director Mellody Hobson For For Management 1h Elect Director Michael A. Neal For For Management 1i Elect Director Lee R. Raymond For For Management 1j Elect Director Virginia M. Rometty 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 Require Independent Board Chair Against Against Shareholder 5 Report on Reputational Risk Related to Against Against Shareholder Canadian Oil Sands, Oil Sands Pipeline Companies and Arctic Oil and Gas Exploration and Production. 6 Report on Climate Change Against For Shareholder 7 Amend Shareholder Written Consent Against Against Shareholder Provisions 8 Report on Charitable Contributions Against Against Shareholder 9 Report on Gender/Racial Pay Gap Against Against Shareholder -------------------------------------------------------------------------------- KELLOGG COMPANY Ticker: K Security ID: 487836108 Meeting Date: APR 24, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stephanie Burns For For Management 1b Elect Director Steve Cahillane For For Management 1c Elect Director Richard Dreiling For For Management 1d Elect Director La June Montgomery For For Management Tabron 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Declassify the Board of Directors For For Management 6 Adopt Simple Majority Vote Against For Shareholder -------------------------------------------------------------------------------- L BRANDS, INC. Ticker: LB Security ID: 501797104 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Eliminate Supermajority Vote For For Management Requirement 2 Declassify the Board of Directors For For Management 3.1 Elect Director Donna A. James For For Management 3.2 Elect Director Michael G. Morris For For Management 3.3 Elect Director Robert H. Schottenstein For For Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Approve Omnibus Stock Plan For For Management 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- L3HARRIS TECHNOLOGIES, INC. Ticker: LHX Security ID: 502431109 Meeting Date: APR 24, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sallie B. Bailey For For Management 1b Elect Director William M. Brown For For Management 1c Elect Director Peter W. Chiarelli For For Management 1d Elect Director Thomas A. Corcoran For For Management 1e Elect Director Thomas A. Dattilo For For Management 1f Elect Director Roger B. Fradin For For Management 1g Elect Director Lewis Hay, III For For Management 1h Elect Director Lewis Kramer For For Management 1i Elect Director Christopher E. Kubasik For For Management 1j Elect Director Rita S. Lane For For Management 1k Elect Director Robert B. Millard For For Management 1l Elect Director Lloyd W. Newton 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 Eliminate Supermajority Vote For For Management Requirement and Fair Price Requirements for Business Combinations 5 Amend Certificate of Incorporation to For For Management Eliminate the Anti-Greenmail Provision 6 Amend Certificate of Incorporation to For For Management Eliminate Cumulative Voting Provision 7 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- MARSH & MCLENNAN COMPANIES, INC. Ticker: MMC Security ID: 571748102 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Anthony K. Anderson For For Management 1b Elect Director Oscar Fanjul For For Management 1c Elect Director Daniel S. Glaser For For Management 1d Elect Director H. Edward Hanway For For Management 1e Elect Director Deborah C. Hopkins For For Management 1f Elect Director Tamara Ingram For For Management 1g Elect Director Jane H. Lute For For Management 1h Elect Director Steven A. Mills For For Management 1i Elect Director Bruce P. Nolop For For Management 1j Elect Director Marc D. Oken For For Management 1k Elect Director Morton O. Schapiro For For Management 1l Elect Director Lloyd M. Yates For For Management 1m Elect Director R. David Yost 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 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- MEDTRONIC PLC Ticker: MDT Security ID: G5960L103 Meeting Date: DEC 06, 2019 Meeting Type: Annual Record Date: OCT 10, 2019 # 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 Andrea J. Goldsmith For For Management 1e Elect Director Randall J. Hogan, III For For Management 1f Elect Director Omar Ishrak For For Management 1g Elect Director Michael O. Leavitt For For Management 1h Elect Director James T. Lenehan For For Management 1i Elect Director Geoffrey S. Martha For For Management 1j Elect Director Elizabeth G. Nabel For For Management 1k Elect Director Denise M. O'Leary For For Management 1l Elect Director Kendall J. Powell For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Renew the Board's Authority to Issue For For Management Shares Under Irish Law 5 Renew the Board's Authority to Opt-Out For For Management of Statutory Pre-Emptions Rights Under Irish Law 6 Authorize Overseas Market Purchases of For For Management Ordinary Shares -------------------------------------------------------------------------------- MICRON TECHNOLOGY, INC. Ticker: MU Security ID: 595112103 Meeting Date: JAN 16, 2020 Meeting Type: Annual Record Date: NOV 18, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert L. Bailey For For Management 1.2 Elect Director Richard M. Beyer For For Management 1.3 Elect Director Steven J. Gomo For For Management 1.4 Elect Director Mary Pat McCarthy For For Management 1.5 Elect Director Sanjay Mehrotra For For Management 1.6 Elect Director Robert E. Switz For For Management 1.7 Elect Director MaryAnn 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 -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: DEC 04, 2019 Meeting Type: Annual Record Date: OCT 08, 2019 # 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 Sandra E. Peterson For For Management 1.7 Elect Director Penny S. Pritzker For For Management 1.8 Elect Director Charles W. Scharf For For Management 1.9 Elect Director Arne M. Sorenson For For Management 1.10 Elect Director John W. Stanton For For Management 1.11 Elect Director John W. Thompson For For Management 1.12 Elect Director Emma N. Walmsley For For Management 1.13 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 4 Report on Employee Representation on Against Against Shareholder the Board of Directors 5 Report on Gender Pay Gap Against Against Shareholder -------------------------------------------------------------------------------- MID-AMERICA APARTMENT COMMUNITIES, INC. Ticker: MAA Security ID: 59522J103 Meeting Date: MAY 19, 2020 Meeting Type: Annual Record Date: MAR 13, 2020 # 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 -------------------------------------------------------------------------------- MKS INSTRUMENTS, INC. Ticker: MKSI Security ID: 55306N104 Meeting Date: MAY 11, 2020 Meeting Type: Annual Record Date: MAR 04, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph B. Donahue For For Management 1.2 Elect Director Janice K. Henry For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditor -------------------------------------------------------------------------------- MOTOROLA SOLUTIONS, INC. Ticker: MSI Security ID: 620076307 Meeting Date: MAY 11, 2020 Meeting Type: Annual Record Date: MAR 13, 2020 # 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 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- NEXTERA ENERGY, INC. Ticker: NEE Security ID: 65339F101 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # 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 David L. Porges For For Management 1i Elect Director James L. Robo For For Management 1j Elect Director Rudy E. Schupp For For Management 1k Elect Director John L. Skolds For For Management 1l Elect Director William H. Swanson 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 Abstain Management Executive Officers' Compensation 4 Report on Political Contributions Against Against Shareholder 5 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- NORFOLK SOUTHERN CORPORATION Ticker: NSC Security ID: 655844108 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas D. Bell, Jr. For For Management 1b Elect Director Mitchell E. Daniels, Jr. For For Management 1c Elect Director Marcela E. Donadio For For Management 1d Elect Director John C. Huffard, Jr. For For Management 1e Elect Director Christopher T. Jones For For Management 1f Elect Director Thomas C. Kelleher For For Management 1g Elect Director Steven F. Leer For For Management 1h Elect Director Michael D. Lockhart For For Management 1i Elect Director Amy E. Miles For For Management 1j Elect Director Claude Mongeau For For Management 1k Elect Director Jennifer F. Scanlon For For Management 1l Elect Director James A. Squires For For Management 1m Elect Director John R. Thompson For For Management 2a Amend Articles Re: Voting Standard for For For Management Amendment of Articles 2b Amend Articles Re: Simple Majority For For Management Voting Standard to Approve Merger, Share Exchange, Conversion, Sale,or Dissolution of the Corporation 2c Amend Articles Re: Simple Majority For For Management Voting Standard to Approve Re-Domestication of the Corporation and Affiliated Transactions 3 Ratify KPMG LLP as Auditor For For Management 4 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 5 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- NOVARTIS AG Ticker: NOVN Security ID: 66987V109 Meeting Date: FEB 28, 2020 Meeting Type: Annual Record Date: JAN 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Dividends of CHF 2.95 per Share 4 Approve CHF 30.2 Million Reduction in For For Management Share Capital via Cancellation of Repurchased Shares 5.1 Approve Remuneration of Directors in For For Management the Amount of CHF 9 Million 5.2 Approve Maximum Remuneration of For For Management Executive Committee in the Amount of CHF 93 Million 5.3 Approve Remuneration Report For For Management 6.1 Reelect Joerg Reinhardt as Director For For Management and Board Chairman 6.2 Reelect Nancy Andrews as Director For For Management 6.3 Reelect Ton Buechner as Director For For Management 6.4 Reelect Patrice Bula as Director For For Management 6.5 Reelect Srikant Datar as Director For For Management 6.6 Reelect Elizabeth Doherty as Director For For Management 6.7 Reelect Ann Fudge as Director For For Management 6.8 Reelect Frans van Houten as Director For For Management 6.9 Reelect Andreas von Planta as Director For For Management 6.10 Reelect Charles Sawyers as Director For For Management 6.11 Reelect Enrico Vanni as Director For For Management 6.12 Reelect William Winters as Director For For Management 6.13 Elect Bridgette Heller as Director For For Management 6.14 Elect Simon Moroney as Director For For Management 7.1 Reappoint Patrice Bula as Member of For For Management the Compensation Committee 7.2 Reappoint Srikant Datar as Member of For For Management the Compensation Committee 7.3 Reappoint Enrico Vanni as Member of For For Management the Compensation Committee 7.4 Reappoint William Winters as Member of For For Management the Compensation Committee 7.5 Appoint Bridgette Heller as Member of For For Management the Compensation Committee 8 Ratify PricewaterhouseCoopers AG as For For Management Auditors 9 Designate Peter Zahn as Independent For For Management Proxy 10 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- NXP SEMICONDUCTORS N.V. Ticker: NXPI Security ID: N6596X109 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: APR 29, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board Members For For Management 3a Elect Kurt Sievers as Executive For For Management Director 3b Reelect Peter Bonfield as For For Management Non-Executive Director 3c Reelect Kenneth A. Goldman as For For Management Non-Executive Director 3d Reelect Josef Kaeser as Non-Executive For For Management Director 3e Reelect Lena Olving as Non-Executive For For Management Director 3f Reelect Peter Smitham as Non-Executive For For Management Director 3g Reelect Julie Southern as For For Management Non-Executive Director 3h Reelect Jasmin Staiblin as For For Management Non-Executive Director 3i Reelect Gregory Summe as Non-Executive For For Management Director 3j Reelect Karl-Henrik Sundstrom as For For Management Non-Executive Director 4 Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital 5 Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances 6 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 7 Approve Cancellation of Ordinary Shares For For Management 8 Ratify Ernst & Young Accountants LLP For For Management as Auditors 9 Approve Remuneration of the Members For For Management and Chairs of the Audit Committee, Compensation Committee, and the Nominating and Governance Committee of the Board 10 Amend Articles to Establish Quorum For For Management Requirement 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- OLD DOMINION FREIGHT LINE, INC. Ticker: ODFL Security ID: 679580100 Meeting Date: MAY 20, 2020 Meeting Type: Annual Record Date: MAR 12, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sherry A. Aaholm For For Management 1.2 Elect Director Earl E. Congdon For For Management 1.3 Elect Director David S. Congdon For For Management 1.4 Elect Director John R. Congdon, Jr. For For Management 1.5 Elect Director Bradley R. Gabosch For For Management 1.6 Elect Director Greg C. Gantt For For Management 1.7 Elect Director Patrick D. Hanley For For Management 1.8 Elect Director John D. Kasarda For For Management 1.9 Elect Director Wendy T. Stallings For For Management 1.10 Elect Director Leo H. Suggs For For Management 1.11 Elect Director D. Michael Wray For For Management 2 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 3 Increase Authorized Common Stock For For Management 4 Ratify Ernst & Young LLP as Auditor For For Management -------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Ticker: PM Security ID: 718172109 Meeting Date: MAY 06, 2020 Meeting Type: Annual Record Date: MAR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Andre Calantzopoulos For For Management 1b Elect Director Louis C. Camilleri For For Management 1c Elect Director Werner Geissler For For Management 1d Elect Director Lisa A. Hook For For Management 1e Elect Director Jennifer Li For For Management 1f Elect Director Jun Makihara For For Management 1g Elect Director Kalpana Morparia For For Management 1h Elect Director Lucio A. Noto For For Management 1i Elect Director Frederik Paulsen For For Management 1j Elect Director Robert B. Polet For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers SA as For For Management Auditor -------------------------------------------------------------------------------- RALPH LAUREN CORPORATION Ticker: RL Security ID: 751212101 Meeting Date: AUG 01, 2019 Meeting Type: Annual Record Date: JUN 03, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank A. Bennack, Jr. For Withhold 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 For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- ROPER TECHNOLOGIES, INC. Ticker: ROP Security ID: 776696106 Meeting Date: JUN 08, 2020 Meeting Type: Annual Record Date: APR 13, 2020 # 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 Approve Non-Employee Director For For Management Compensation Plan -------------------------------------------------------------------------------- STARBUCKS CORPORATION Ticker: SBUX Security ID: 855244109 Meeting Date: MAR 18, 2020 Meeting Type: Annual Record Date: JAN 10, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard E. Allison, Jr. For For Management 1b Elect Director Rosalind G. Brewer For For Management 1c Elect Director Andrew Campion For For Management 1d Elect Director Mary N. Dillon For For Management 1e Elect Director Isabel Ge Mahe For For Management 1f Elect Director Mellody Hobson For For Management 1g Elect Director Kevin R. Johnson For For Management 1h Elect Director Jorgen Vig Knudstorp For For Management 1i Elect Director Satya Nadella For For Management 1j Elect Director Joshua Cooper Ramo For For Management 1k Elect Director Clara Shih For For Management 1l Elect Director Javier G. Teruel For For Management 1m 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 Report on Risks of Omitting Viewpoint Against Against Shareholder and Ideology from EEO Policy -------------------------------------------------------------------------------- THE GOLDMAN SACHS GROUP, INC. Ticker: GS Security ID: 38141G104 Meeting Date: APR 30, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director M. Michele Burns For For Management 1b Elect Director Drew G. Faust For For Management 1c Elect Director Mark A. Flaherty For For Management 1d Elect Director Ellen J. Kullman For For Management 1e Elect Director Lakshmi N. Mittal For For Management 1f Elect Director Adebayo O. Ogunlesi For For Management 1g Elect Director Peter Oppenheimer For For Management 1h Elect Director David M. Solomon For For Management 1i Elect Director Jan E. Tighe For For Management 1j Elect Director David A. Viniar For For Management 1k Elect Director Mark O. Winkelman 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 Review of Statement on the Purpose of Against Against Shareholder a Corporation -------------------------------------------------------------------------------- THE HARTFORD FINANCIAL SERVICES GROUP, INC. Ticker: HIG Security ID: 416515104 Meeting Date: MAY 20, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert B. Allardice, III For For Management 1b Elect Director Larry D. De Shon For For Management 1c Elect Director Carlos Dominguez For For Management 1d Elect Director Trevor Fetter For For Management 1e Elect Director Kathryn A. Mikells For For Management 1f Elect Director Michael G. Morris For For Management 1g Elect Director Teresa W. Roseborough For For Management 1h Elect Director Virginia P. Ruesterholz For For Management 1i Elect Director Christopher J. Swift For For Management 1j Elect Director Matt Winter 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 For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Ticker: PG Security ID: 742718109 Meeting Date: OCT 08, 2019 Meeting Type: Annual Record Date: AUG 09, 2019 # 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 Scott D. Cook For For Management 1e Elect Director Joseph Jimenez For For Management 1f Elect Director Terry J. Lundgren For For Management 1g Elect Director Christine M. McCarthy 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 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 -------------------------------------------------------------------------------- THE TIMKEN COMPANY Ticker: TKR Security ID: 887389104 Meeting Date: MAY 08, 2020 Meeting Type: Annual Record Date: FEB 21, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Maria A. Crowe For For Management 1.2 Elect Director Elizabeth A. Harrell For For Management 1.3 Elect Director Richard G. Kyle For For Management 1.4 Elect Director John A. Luke, Jr. For For Management 1.5 Elect Director Christopher L. Mapes For For Management 1.6 Elect Director James F. Palmer For For Management 1.7 Elect Director Ajita G. Rajendra For For Management 1.8 Elect Director Frank C. Sullivan For For Management 1.9 Elect Director John M. Timken, Jr. For For Management 1.10 Elect Director Ward J. Timken, Jr. For For Management 1.11 Elect Director Jacqueline F. Woods 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 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- THE TJX COMPANIES, INC. Ticker: TJX Security ID: 872540109 Meeting Date: JUN 09, 2020 Meeting Type: Annual Record Date: APR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Zein Abdalla For For Management 1b Elect Director Alan M. Bennett For For Management 1c Elect Director Rosemary T. Berkery For For Management 1d Elect Director David T. Ching For For Management 1e Elect Director Ernie Herrman For For Management 1f Elect Director Michael F. Hines For For Management 1g Elect Director Amy B. Lane For For Management 1h Elect Director Carol Meyrowitz For For Management 1i Elect Director Jackwyn L. Nemerov For For Management 1j Elect Director John F. O'Brien For For Management 1k Elect Director Willow B. Shire For For Management 2 Ratify PricewaterhouseCoopers as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Reduction of Chemical Against Abstain Shareholder Footprint 5 Report on Animal Welfare Against Against Shareholder 6 Report on Pay Disparity Against Against Shareholder 7 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- THE WALT DISNEY COMPANY Ticker: DIS Security ID: 254687106 Meeting Date: MAR 11, 2020 Meeting Type: Annual Record Date: JAN 13, 2020 # 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 B.G. 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 For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 20, 2020 Meeting Type: Annual Record Date: MAR 27, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc N. Casper For For Management 1b Elect Director Nelson J. Chai For For Management 1c Elect Director C. Martin Harris For For Management 1d Elect Director Tyler Jacks For For Management 1e Elect Director Judy C. Lewent For For Management 1f Elect Director Thomas J. Lynch For For Management 1g Elect Director Jim P. Manzi For For Management 1h Elect Director James C. Mullen For For Management 1i Elect Director Lars R. Sorensen For For Management 1j Elect Director Debora L. Spar For For Management 1k Elect Director Scott M. Sperling For For Management 1l Elect Director Dion J. Weisler For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditor -------------------------------------------------------------------------------- TRACTOR SUPPLY COMPANY Ticker: TSCO Security ID: 892356106 Meeting Date: MAY 07, 2020 Meeting Type: Annual Record Date: MAR 10, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cynthia T. Jamison For For Management 1.2 Elect Director Ricardo Cardenas For For Management 1.3 Elect Director Denise L. Jackson For For Management 1.4 Elect Director Thomas A. Kingsbury For For Management 1.5 Elect Director Ramkumar Krishnan For For Management 1.6 Elect Director George MacKenzie For For Management 1.7 Elect Director Edna K. Morris For For Management 1.8 Elect Director Mark J. Weikel For For Management 1.9 Elect Director Harry A. Lawton, III 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 Supermajority Vote For For Management Requirement -------------------------------------------------------------------------------- TRUIST FINANCIAL CORPORATION Ticker: TFC Security ID: 89832Q109 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: FEB 21, 2020 # 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 Agnes Bundy Scanlan For For Management 1.4 Elect Director Anna R. Cablik For For Management 1.5 Elect Director Dallas S. Clement For For Management 1.6 Elect Director Paul D. Donahue For For Management 1.7 Elect Director Paul R. Garcia For For Management 1.8 Elect Director Patrick C. Graney, III For For Management 1.9 Elect Director Linnie M. Haynesworth For For Management 1.10 Elect Director Kelly S. King For For Management 1.11 Elect Director Easter A. Maynard For For Management 1.12 Elect Director Donna S. Morea For For Management 1.13 Elect Director Charles A. Patton For For Management 1.14 Elect Director Nido R. Qubein For For Management 1.15 Elect Director David M. Ratcliffe For For Management 1.16 Elect Director William H. Rogers, Jr. For For Management 1.17 Elect Director Frank P. Scruggs, Jr. For For Management 1.18 Elect Director Christine Sears For For Management 1.19 Elect Director Thomas E. Skains For For Management 1.20 Elect Director Bruce L. Tanner For For Management 1.21 Elect Director Thomas N. Thompson For For Management 1.22 Elect Director Steven C. Voorhees For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- U.S. BANCORP Ticker: USB Security ID: 902973304 Meeting Date: APR 21, 2020 Meeting Type: Annual Record Date: FEB 25, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Warner L. Baxter For For Management 1b Elect Director Dorothy J. Bridges For For Management 1c Elect Director Elizabeth L. Buse For For Management 1d Elect Director Marc N. Casper For For Management 1e Elect Director Andrew Cecere For For Management 1f Elect Director Kimberly J. Harris For For Management 1g Elect Director Roland A. Hernandez For For Management 1h Elect Director Olivia F. Kirtley For For Management 1i Elect Director Karen S. Lynch For For Management 1j Elect Director Richard P. McKenney For For Management 1k Elect Director Yusuf I. Mehdi For For Management 1l Elect Director John P. Wiehoff For For Management 1m Elect Director Scott W. Wine 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 -------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Ticker: VLO Security ID: 91913Y100 Meeting Date: APR 30, 2020 Meeting Type: Annual Record Date: MAR 04, 2020 # 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 Eric D. Mullins For For Management 1F Elect Director Donald L. Nickles For For Management 1G Elect Director Philip J. Pfeiffer For For Management 1H Elect Director Robert A. Profusek For For Management 1I Elect Director Stephen M. Waters For For Management 1J Elect Director Randall J. Weisenburger For For Management 1K 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 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- ZIMMER BIOMET HOLDINGS, INC. Ticker: ZBH Security ID: 98956P102 Meeting Date: MAY 08, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # 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 Hilado For For Management 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 For Management Executive Officers' Compensation ========== 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/ Dina Santoro -------------------------- Dina Santoro President Date: August 28, 2020