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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

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                                   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

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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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



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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, 2020