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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:

               Joanne F. Osberg, 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, 2020 - June 30, 2021

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Item 1. Proxy Voting Record

******************************* FORM N-PX REPORT *******************************


ICA File Number: 811-02514
Reporting Period: 07/01/2020 - 06/30/2021
Voya Variable Funds


======================= Voya Growth and Income Portfolio =======================


ACTIVISION BLIZZARD, INC.

Ticker:       ATVI           Security ID:  00507V109
Meeting Date: JUN 21, 2021   Meeting Type: Annual
Record Date:  APR 19, 2021

#     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       Against      Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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ADOBE INC.

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: APR 20, 2021   Meeting Type: Annual
Record Date:  FEB 22, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Amy Banse                For       For          Management
1b    Elect Director Melanie Boulden          For       For          Management
1c    Elect Director Frank Calderoni          For       For          Management
1d    Elect Director James Daley              For       For          Management
1e    Elect Director Laura Desmond            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 Ricks              For       For          Management
1j    Elect Director Daniel Rosensweig        For       For          Management
1k    Elect Director John Warnock             For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify KPMG LLP as Auditors             For       For          Management
4     Advisory Vote to Ratify Named           For       Abstain      Management
      Executive Officers' Compensation


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AIR PRODUCTS AND CHEMICALS, INC.

Ticker:       APD            Security ID:  009158106
Meeting Date: JAN 28, 2021   Meeting Type: Annual
Record Date:  NOV 30, 2020

#     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 Lisa A. Davis            For       For          Management
1d    Elect Director Chadwick C. Deaton       For       For          Management
1e    Elect Director Seifollah (Seifi)        For       For          Management
      Ghasemi
1f    Elect Director David H. Y. Ho           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     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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ALCON INC.

Ticker:       ALC            Security ID:  H01301128
Meeting Date: APR 28, 2021   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
      Dividends of CHF 0.10 per Share
4.1   Approve Remuneration Report             For       Against      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 38.4
      Million
5.1   Reelect Michael Ball as Director and    For       For          Management
      Board Chairman
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 Grossman 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 Grossman 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 02, 2021   Meeting Type: Annual
Record Date:  APR 06, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Larry Page               For       For          Management
1b    Elect Director Sergey Brin              For       For          Management
1c    Elect Director Sundar Pichai            For       For          Management
1d    Elect Director John L. Hennessy         For       For          Management
1e    Elect Director Frances H. Arnold        For       For          Management
1f    Elect Director L. John Doerr            For       Against      Management
1g    Elect Director Roger W. Ferguson, Jr.   For       For          Management
1h    Elect Director Ann Mather               For       For          Management
1i    Elect Director Alan R. Mulally          For       For          Management
1j    Elect Director K. Ram Shriram           For       For          Management
1k    Elect Director Robin L. Washington      For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Approve Omnibus Stock Plan              For       Against      Management
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
5     Require Independent Director Nominee    Against   Against      Shareholder
      with Human and/or Civil Rights
      Experience
6     Assess Feasibility of Including         Against   For          Shareholder
      Sustainability as a Performance
      Measure for Senior Executive
      Compensation
7     Report on Takedown Requests             Against   For          Shareholder
8     Report on Whistleblower Policies and    Against   Against      Shareholder
      Practices
9     Report on Charitable Contributions      Against   Against      Shareholder
10    Report on Risks Related to              Against   For          Shareholder
      Anticompetitive Practices
11    Amend Certificate of Incorporation to   Against   Against      Shareholder
      Become a Public Benefit Corporation


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 26, 2021   Meeting Type: Annual
Record Date:  APR 01, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jeffrey P. Bezos         For       For          Management
1b    Elect Director Keith B. Alexander       For       For          Management
1c    Elect Director Jamie S. Gorelick        For       For          Management
1d    Elect Director Daniel P. Huttenlocher   For       For          Management
1e    Elect Director Judith A. McGrath        For       For          Management
1f    Elect Director Indra K. Nooyi           For       For          Management
1g    Elect Director Jonathan J. Rubinstein   For       For          Management
1h    Elect Director Thomas O. Ryder          For       For          Management
1i    Elect Director Patricia Q. Stonesifer   For       For          Management
1j    Elect Director Wendell P. Weeks         For       For          Management
2     Ratify Ernst & Young LLP as Auditor     For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Customers' Use of its         Against   For          Shareholder
      Surveillance and Computer Vision
      Products Capabilities or Cloud
      Products Contribute to Human Rights
      Violations
5     Require Independent Board Chair         Against   Against      Shareholder
6     Report on Gender/Racial Pay Gap         Against   For          Shareholder
7     Report on Promotion Data                Against   Against      Shareholder
8     Report on the Impacts of Plastic        Against   For          Shareholder
      Packaging
9     Oversee and Report on a Civil Rights,   Against   Against      Shareholder
      Equity, Diversity and Inclusion Audit
10    Adopt a Policy to Include Hourly        Against   Against      Shareholder
      Employees as Director Candidates
11    Report on Board Oversight of Risks      Against   For          Shareholder
      Related to Anti-Competitive Practices
12    Reduce Ownership Threshold for          Against   Against      Shareholder
      Shareholders to Call Special Meeting
13    Report on Lobbying Payments and Policy  Against   For          Shareholder
14    Report on Potential Human Rights        Against   For          Shareholder
      Impacts of Customers' Use of
      Rekognition


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APOLLO GLOBAL MANAGEMENT, INC.

Ticker:       APO            Security ID:  03768E105
Meeting Date: OCT 01, 2020   Meeting Type: Annual
Record Date:  AUG 07, 2020

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leon Black               For       Withhold     Management
1.2   Elect Director Joshua Harris            For       Withhold     Management
1.3   Elect Director Marc Rowan               For       Withhold     Management
1.4   Elect Director Michael Ducey            For       For          Management
1.5   Elect Director Robert Kraft             For       For          Management
1.6   Elect Director A.B. Krongard            For       For          Management
1.7   Elect Director Pauline Richards         For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Deloitte & Touche LLP as         For       Against      Management
      Auditors


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2021   Meeting Type: Annual
Record Date:  DEC 28, 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 Monica Lozano            For       For          Management
1g    Elect Director Ron Sugar                For       For          Management
1h    Elect Director Sue Wagner               For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Proxy Access Amendments                 Against   For          Shareholder
5     Improve Principles of Executive         Against   Against      Shareholder
      Compensation Program


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ASSURANT, INC.

Ticker:       AIZ            Security ID:  04621X108
Meeting Date: MAY 13, 2021   Meeting Type: Annual
Record Date:  MAR 15, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Elaine D. Rosen          For       For          Management
1b    Elect Director Paget L. Alves           For       For          Management
1c    Elect Director J. Braxton Carter        For       For          Management
1d    Elect Director Juan N. Cento            For       For          Management
1e    Elect Director Alan B. Colberg          For       For          Management
1f    Elect Director Harriet Edelman          For       For          Management
1g    Elect Director Lawrence V. Jackson      For       For          Management
1h    Elect Director Jean-Paul L. Montupet    For       For          Management
1i    Elect Director Debra J. Perry           For       For          Management
1j    Elect Director Ognjen (Ogi) Redzic      For       For          Management
1k    Elect Director Paul J. Reilly           For       For          Management
1l    Elect Director Robert W. Stein          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


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BIOGEN INC.

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 02, 2021   Meeting Type: Annual
Record Date:  APR 09, 2021

#     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 Maria C. Freire          For       For          Management
1d    Elect Director William A. Hawkins       For       For          Management
1e    Elect Director William D. Jones         For       For          Management
1f    Elect Director Nancy L. Leaming         For       For          Management
1g    Elect Director Jesus B. Mantas          For       For          Management
1h    Elect Director Richard C. Mulligan      For       For          Management
1i    Elect Director Stelios Papadopoulos     For       For          Management
1j    Elect Director Brian S. Posner          For       For          Management
1k    Elect Director Eric K. Rowinsky         For       For          Management
1l    Elect Director Stephen A. Sherwin       For       For          Management
1m    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
4     Amend Certificate of Incorporation to   For       For          Management
      Add Federal Forum Selection Provision
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Report on Gender Pay Gap                Against   Against      Shareholder


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BP PLC

Ticker:       BP             Security ID:  055622104
Meeting Date: MAY 12, 2021   Meeting Type: Annual
Record Date:  MAR 10, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3.a   Elect Murray Auchincloss as Director    For       For          Management
3.b   Elect Tushar Morzaria as Director       For       For          Management
3.c   Elect Karen Richardson as Director      For       For          Management
3.d   Elect Dr Johannes Teyssen as Director   For       For          Management
3.e   Re-elect Bernard Looney as Director     For       For          Management
3.f   Re-elect Pamela Daley as Director       For       For          Management
3.g   Re-elect Helge Lund as Director         For       For          Management
3.h   Re-elect Melody Meyer as Director       For       For          Management
3.i   Re-elect Paula Reynolds as Director     For       For          Management
3.j   Re-elect Sir John Sawers as Director    For       For          Management
4     Reappoint Deloitte LLP as Auditors      For       For          Management
5     Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
6     Authorise UK Political Donations and    For       For          Management
      Expenditure
7     Approve Scrip Dividend Programme        For       For          Management
8     Authorise Issue of Equity               For       For          Management
9     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
10    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights in Connection with
      an Acquisition or Other Capital
      Investment
11    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
12    Authorise the Company to Call General   For       For          Management
      Meeting with Two Weeks' Notice
13    Approve Shareholder Resolution on       Against   Against      Shareholder
      Climate Change Targets


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BROADCOM INC.

Ticker:       AVGO           Security ID:  11135F101
Meeting Date: APR 05, 2021   Meeting Type: Annual
Record Date:  FEB 08, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Diane M. Bryant          For       For          Management
1b    Elect Director Gayla J. Delly           For       For          Management
1c    Elect Director Raul J. Fernandez        For       For          Management
1d    Elect Director Eddy W. Hartenstein      For       For          Management
1e    Elect Director Check Kian Low           For       For          Management
1f    Elect Director Justine F. Page          For       For          Management
1g    Elect Director Henry Samueli            For       For          Management
1h    Elect Director Hock E. Tan              For       For          Management
1i    Elect Director Harry L. You             For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Amend Omnibus Stock Plan                For       Against      Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CAESARS ENTERTAINMENT, INC.

Ticker:       CZR            Security ID:  12769G100
Meeting Date: JUN 15, 2021   Meeting Type: Annual
Record Date:  APR 16, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary L. Carano           For       For          Management
1.2   Elect Director Bonnie S. Biumi          For       For          Management
1.3   Elect Director Jan Jones Blackhurst     For       Withhold     Management
1.4   Elect Director Frank J. Fahrenkopf      For       For          Management
1.5   Elect Director Don R. Kornstein         For       For          Management
1.6   Elect Director Courtney R. Mather       For       For          Management
1.7   Elect Director Michael E. Pegram        For       For          Management
1.8   Elect Director Thomas R. Reeg           For       For          Management
1.9   Elect Director David P. Tomick          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
5     Increase Authorized Common Stock        For       For          Management
6     Authorize New Class of Preferred Stock  For       Against      Management


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CF INDUSTRIES HOLDINGS, INC.

Ticker:       CF             Security ID:  125269100
Meeting Date: MAY 04, 2021   Meeting Type: Annual
Record Date:  MAR 11, 2021

#     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 Deborah L. DeHaas        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     Adopt the Jurisdiction of               For       For          Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
4     Ratify KPMG LLP as Auditors             For       For          Management
5     Provide Right to Act by Written Consent Against   Against      Shareholder


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 26, 2021   Meeting Type: Annual
Record Date:  MAR 29, 2021

#     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 Marillyn A. Hewson       For       For          Management
1f    Elect Director Jon M. Huntsman, Jr.     For       For          Management
1g    Elect Director Charles W. Moorman, IV   For       For          Management
1h    Elect Director Dambisa F. Moyo          For       For          Management
1i    Elect Director Debra Reed-Klages        For       For          Management
1j    Elect Director Ronald D. Sugar          For       For          Management
1k    Elect Director D. James Umpleby, III    For       For          Management
1l    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     Reduce Scope 3 Emissions                Against   For          Shareholder
5     Report on Impacts of Net Zero 2050      Against   For          Shareholder
      Scenario
6     Amend Certificate of Incorporation to   Against   Against      Shareholder
      Become a Public Benefit Corporation
7     Report on Lobbying Payments and Policy  Against   For          Shareholder
8     Require Independent Board Chair         Against   Against      Shareholder
9     Reduce Ownership Threshold for          Against   Against      Shareholder
      Shareholders to Call Special Meeting


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CHUBB LIMITED

Ticker:       CB             Security ID:  H1467J104
Meeting Date: MAY 20, 2021   Meeting Type: Annual
Record Date:  MAR 26, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2.1   Allocate Disposable Profit              For       For          Management
2.2   Approve Dividend Distribution From      For       For          Management
      Legal Reserves Through Capital
      Contributions Reserve Subaccount
3     Approve Discharge of Board of Directors For       For          Management
4.1   Ratify PricewaterhouseCoopers AG        For       For          Management
      (Zurich) as Statutory Auditor
4.2   Ratify PricewaterhouseCoopers LLP       For       For          Management
      (United States) as Independent
      Registered Accounting Firm
4.3   Ratify BDO AG (Zurich) as Special       For       For          Management
      Audit Firm
5.1   Elect Director Evan G. Greenberg        For       For          Management
5.2   Elect Director Michael P. Connors       For       For          Management
5.3   Elect Director Michael G. Atieh         For       For          Management
5.4   Elect Director Sheila P. Burke          For       For          Management
5.5   Elect Director Mary Cirillo             For       For          Management
5.6   Elect Director Robert J. Hugin          For       For          Management
5.7   Elect Director Robert W. Scully         For       For          Management
5.8   Elect Director Eugene B. Shanks, Jr.    For       For          Management
5.9   Elect Director Theodore E. Shasta       For       For          Management
5.10  Elect Director David H. Sidwell         For       For          Management
5.11  Elect Director Olivier Steimer          For       For          Management
5.12  Elect Director Luis Tellez              For       For          Management
5.13  Elect Director Frances F. Townsend      For       For          Management
6     Elect Evan G. Greenberg as Board        For       For          Management
      Chairman
7.1   Elect Michael P. Connors as Member of   For       For          Management
      the Compensation Committee
7.2   Elect Mary Cirillo as Member of the     For       For          Management
      Compensation Committee
7.3   Elect Frances F. Townsend as Member of  For       For          Management
      the Compensation Committee
8     Designate Homburger AG as Independent   For       For          Management
      Proxy
9     Amend Omnibus Stock Plan                For       For          Management
10    Approve CHF 86,557,222.50 Reduction in  For       For          Management
      Share Capital via Cancellation in
      Nominal Value of CHF 24.15 each
11.1  Approve the Maximum Aggregate           For       For          Management
      Remuneration of Directors
11.2  Approve Remuneration of Executive       For       For          Management
      Management in the Amount of USD 48
      Million for Fiscal 2022
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Transact Other Business (Voting)        For       Against      Management


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CIGNA CORPORATION

Ticker:       CI             Security ID:  125523100
Meeting Date: APR 28, 2021   Meeting Type: Annual
Record Date:  MAR 08, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David M. Cordani         For       For          Management
1b    Elect Director William J. DeLaney       For       For          Management
1c    Elect Director Eric J. Foss             For       For          Management
1d    Elect Director Elder Granger            For       For          Management
1e    Elect Director Isaiah Harris, Jr.       For       For          Management
1f    Elect Director George Kurian            For       For          Management
1g    Elect Director Kathleen M. Mazzarella   For       For          Management
1h    Elect Director Mark B. McClellan        For       For          Management
1i    Elect Director John M. Partridge        For       For          Management
1j    Elect Director Kimberly A. Ross         For       For          Management
1k    Elect Director Eric C. Wiseman          For       For          Management
1l    Elect Director Donna F. Zarcone         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 PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Provide Right to Act by Written Consent Against   Against      Shareholder
6     Report on Gender Pay Gap                Against   Against      Shareholder
7     Disclose Board Matrix Including         Against   Against      Shareholder
      Ideological Perspectives


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CIMAREX ENERGY CO.

Ticker:       XEC            Security ID:  171798101
Meeting Date: MAY 12, 2021   Meeting Type: Annual
Record Date:  MAR 16, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kathleen A. Hogenson     For       For          Management
1.2   Elect Director Lisa A. Stewart          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Declassify the Board of Directors       For       For          Management
5     Ratify KPMG LLP as Auditors             For       For          Management


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CITIGROUP INC.

Ticker:       C              Security ID:  172967424
Meeting Date: APR 27, 2021   Meeting Type: Annual
Record Date:  MAR 01, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ellen M. Costello        For       For          Management
1b    Elect Director Grace E. Dailey          For       For          Management
1c    Elect Director Barbara J. Desoer        For       For          Management
1d    Elect Director John C. Dugan            For       For          Management
1e    Elect Director Jane N. Fraser           For       For          Management
1f    Elect Director Duncan P. Hennes         For       For          Management
1g    Elect Director Peter B. Henry           For       For          Management
1h    Elect Director S. Leslie Ireland        For       For          Management
1i    Elect Director Lew W. (Jay) Jacobs, IV  For       For          Management
1j    Elect Director Renee J. James           For       For          Management
1k    Elect Director Gary M. Reiner           For       For          Management
1l    Elect Director Diana L. Taylor          For       For          Management
1m    Elect Director James S. Turley          For       For          Management
1n    Elect Director Deborah C. Wright        For       For          Management
1o    Elect Director Alexander R. Wynaendts   For       For          Management
1p    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Proxy Access Right                Against   Against      Shareholder
6     Require Independent Board Chair         Against   Against      Shareholder
7     Adopt a Policy to Include               Against   Against      Shareholder
      Non-Management Employees as
      Prospective Director Candidates
8     Report on Lobbying Payments and Policy  Against   Against      Shareholder
9     Report on Racial Equity Audit           Against   Against      Shareholder
10    Amend Certificate of Incorporation to   Against   Against      Shareholder
      Become a Public Benefit Corporation


--------------------------------------------------------------------------------

CONCHO RESOURCES INC.

Ticker:       CXO            Security ID:  20605P101
Meeting Date: JAN 15, 2021   Meeting Type: Special
Record Date:  DEC 11, 2020

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Advisory Vote on Golden Parachutes      For       Against      Management


--------------------------------------------------------------------------------

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 11, 2021   Meeting Type: Annual
Record Date:  MAR 15, 2021

#     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 Timothy A. Leach         For       For          Management
1i    Elect Director William H. McRaven       For       For          Management
1j    Elect Director Sharmila Mulligan        For       For          Management
1k    Elect Director Eric D. Mullins          For       For          Management
1l    Elect Director Arjun N. Murti           For       For          Management
1m    Elect Director Robert A. Niblock        For       For          Management
1n    Elect Director David T. Seaton          For       For          Management
1o    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
4     Adopt Simple Majority Vote              For       For          Shareholder
5     Emission Reduction Targets              Against   Abstain      Shareholder


--------------------------------------------------------------------------------

CONSTELLATION BRANDS, INC.

Ticker:       STZ            Security ID:  21036P108
Meeting Date: JUL 21, 2020   Meeting Type: Annual
Record Date:  MAY 22, 2020

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christy Clark            For       For          Management
1.2   Elect Director Jennifer M. Daniels      For       For          Management
1.3   Elect Director Jerry Fowden             For       Withhold     Management
1.4   Elect Director Ernesto M. Hernandez     For       For          Management
1.5   Elect Director Susan Somersille Johnson For       For          Management
1.6   Elect Director James A. Locke, III      For       Withhold     Management
1.7   Elect Director Jose Manuel Madero Garza For       For          Management
1.8   Elect Director Daniel J. McCarthy       For       For          Management
1.9   Elect Director William A. Newlands      For       For          Management
1.10  Elect Director Richard Sands            For       Withhold     Management
1.11  Elect Director Robert Sands             For       Withhold     Management
1.12  Elect Director Judy A. Schmeling        For       Withhold     Management
2     Ratify KPMG LLP as Auditor              For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

DARDEN RESTAURANTS, INC.

Ticker:       DRI            Security ID:  237194105
Meeting Date: SEP 23, 2020   Meeting Type: Annual
Record Date:  JUL 29, 2020

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Margaret Shan Atkins     For       For          Management
1.2   Elect Director James P. Fogarty         For       For          Management
1.3   Elect Director Cynthia T. Jamison       For       For          Management
1.4   Elect Director Eugene I. Lee, Jr.       For       For          Management
1.5   Elect Director Nana Mensah              For       For          Management
1.6   Elect Director William S. Simon         For       For          Management
1.7   Elect Director Charles M. Sonsteby      For       For          Management
1.8   Elect Director Timothy J. Wilmott       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management


--------------------------------------------------------------------------------

EASTMAN CHEMICAL COMPANY

Ticker:       EMN            Security ID:  277432100
Meeting Date: MAY 06, 2021   Meeting Type: Annual
Record Date:  MAR 15, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Humberto P. Alfonso      For       For          Management
1.2   Elect Director Vanessa L. Allen         For       For          Management
      Sutherland
1.3   Elect Director Brett D. Begemann        For       For          Management
1.4   Elect Director Mark J. Costa            For       For          Management
1.5   Elect Director Edward L. Doheny, II     For       For          Management
1.6   Elect Director Julie F. Holder          For       For          Management
1.7   Elect Director Renee J. Hornbaker       For       For          Management
1.8   Elect Director Kim Ann Mink             For       For          Management
1.9   Elect Director James J. O'Brien         For       For          Management
1.10  Elect Director David W. Raisbeck        For       For          Management
1.11  Elect Director Charles K. Stevens, III  For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Provide Right to Act by Written Consent Against   Against      Shareholder


--------------------------------------------------------------------------------

ELI LILLY AND COMPANY

Ticker:       LLY            Security ID:  532457108
Meeting Date: MAY 03, 2021   Meeting Type: Annual
Record Date:  FEB 22, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Katherine Baicker        For       For          Management
1b    Elect Director J. Erik Fyrwald          For       For          Management
1c    Elect Director Jamere Jackson           For       For          Management
1d    Elect Director Gabrielle Sulzberger     For       For          Management
1e    Elect Director Jackson P. Tai           For       Against      Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Declassify the Board of Directors       For       For          Management
5     Eliminate Supermajority Vote            For       For          Management
      Requirement
6     Report on Lobbying Payments and Policy  Against   For          Shareholder
7     Require Independent Board Chair         Against   Against      Shareholder
8     Adopt Policy on Bonus Banking           Against   Against      Shareholder
9     Clawback Disclosure of Recoupment       Against   Against      Shareholder
      Activity from Senior Officers


--------------------------------------------------------------------------------

ENTERGY CORPORATION

Ticker:       ETR            Security ID:  29364G103
Meeting Date: MAY 07, 2021   Meeting Type: Annual
Record Date:  MAR 09, 2021

#     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 Brian W. Ellis           For       For          Management
1f    Elect Director Philip L. Frederickson   For       For          Management
1g    Elect Director Alexis M. Herman         For       For          Management
1h    Elect Director M. Elise Hyland          For       For          Management
1i    Elect Director Stuart L. Levenick       For       For          Management
1j    Elect Director Blanche Lambert Lincoln  For       For          Management
1k    Elect Director Karen A. Puckett         For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Authorize New Class of Preferred Stock  For       For          Management


--------------------------------------------------------------------------------

EXELON CORPORATION

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 27, 2021   Meeting Type: Annual
Record Date:  MAR 01, 2021

#     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 Marjorie Rodgers         For       For          Management
      Cheshire
1e    Elect Director Christopher Crane        For       For          Management
1f    Elect Director Yves de Balmann          For       For          Management
1g    Elect Director Linda Jojo               For       For          Management
1h    Elect Director Paul Joskow              For       For          Management
1i    Elect Director Robert 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 Young               For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Report on Child Labor Audit             Against   Against      Shareholder


--------------------------------------------------------------------------------

EXPEDIA GROUP, INC.

Ticker:       EXPE           Security ID:  30212P303
Meeting Date: JUN 09, 2021   Meeting Type: Annual
Record Date:  APR 12, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Samuel Altman            For       For          Management
1b    Elect Director Beverly Anderson         For       For          Management
1c    Elect Director Susan Athey              For       For          Management
1d    Elect Director Chelsea Clinton          For       For          Management
1e    Elect Director Barry Diller             For       For          Management
1f    Elect Director Jon Gieselman -          None      None         Management
      Withdrawn
1g    Elect Director Craig Jacobson           For       For          Management
1h    Elect Director Peter Kern               For       For          Management
1i    Elect Director Dara Khosrowshahi        For       For          Management
1j    Elect Director Patricia Menendez-Cambo  For       For          Management
1k    Elect Director Greg Mondre              For       For          Management
1l    Elect Director David Sambur - Withdrawn None      None         Management
1m    Elect Director Alex von Furstenberg     For       For          Management
1n    Elect Director Julie Whalen             For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Report on Political Contributions and   Against   Against      Shareholder
      Expenditures


--------------------------------------------------------------------------------

FACEBOOK, INC.

Ticker:       FB             Security ID:  30303M102
Meeting Date: MAY 26, 2021   Meeting Type: Annual
Record Date:  APR 01, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peggy Alford             For       For          Management
1.2   Elect Director Marc L. Andreessen       For       Withhold     Management
1.3   Elect Director Andrew W. Houston        For       Withhold     Management
1.4   Elect Director Nancy Killefer           For       For          Management
1.5   Elect Director Robert M. Kimmitt        For       For          Management
1.6   Elect Director Sheryl K. Sandberg       For       For          Management
1.7   Elect Director Peter A. Thiel           For       Withhold     Management
1.8   Elect Director Tracey T. Travis         For       For          Management
1.9   Elect Director Mark Zuckerberg          For       Withhold     Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Amend Non-Employee Director             For       For          Management
      Compensation Policy
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
5     Require Independent Board Chair         Against   For          Shareholder
6     Report on Online Child Sexual           Against   For          Shareholder
      Exploitation
7     Require Independent Director Nominee    Against   Against      Shareholder
      with Human and/or Civil Rights
      Experience
8     Report on Platform Misuse               Against   For          Shareholder
9     Amend Certificate of Incorporation to   Against   Against      Shareholder
      Become a Public Benefit Corporation


--------------------------------------------------------------------------------

FISERV, INC.

Ticker:       FISV           Security ID:  337738108
Meeting Date: MAY 19, 2021   Meeting Type: Annual
Record Date:  MAR 22, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank J. Bisignano       For       For          Management
1.2   Elect Director Alison Davis             For       For          Management
1.3   Elect Director Henrique de Castro       For       For          Management
1.4   Elect Director Harry F. DiSimone        For       For          Management
1.5   Elect Director Dennis F. Lynch          For       For          Management
1.6   Elect Director Heidi G. Miller          For       For          Management
1.7   Elect Director Scott C. Nuttall         For       For          Management
1.8   Elect Director Denis J. O'Leary         For       For          Management
1.9   Elect Director Doyle R. Simons          For       For          Management
1.10  Elect Director Kevin M. Warren          For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


--------------------------------------------------------------------------------

HASBRO, INC.

Ticker:       HAS            Security ID:  418056107
Meeting Date: MAY 20, 2021   Meeting Type: Annual
Record Date:  MAR 24, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth A. Bronfin       For       For          Management
1.2   Elect Director Michael R. Burns         For       For          Management
1.3   Elect Director Hope F. Cochran          For       For          Management
1.4   Elect Director Lisa Gersh               For       For          Management
1.5   Elect Director Brian D. Goldner         For       For          Management
1.6   Elect Director Tracy A. Leinbach        For       For          Management
1.7   Elect Director Edward M. Philip         For       For          Management
1.8   Elect Director Laurel J. Richie         For       For          Management
1.9   Elect Director Richard S. Stoddart      For       For          Management
1.10  Elect Director Mary Beth West           For       For          Management
1.11  Elect Director Linda K. Zecher          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditor              For       For          Management


--------------------------------------------------------------------------------

HP INC.

Ticker:       HPQ            Security ID:  40434L105
Meeting Date: APR 13, 2021   Meeting Type: Annual
Record Date:  FEB 16, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Aida M. Alvarez          For       For          Management
1b    Elect Director Shumeet Banerji          For       For          Management
1c    Elect Director Robert R. Bennett        For       For          Management
1d    Elect Director Charles "Chip" V. Bergh  For       For          Management
1e    Elect Director Stacy Brown-Philpot      For       For          Management
1f    Elect Director Stephanie A. Burns       For       For          Management
1g    Elect Director Mary Anne Citrino        For       For          Management
1h    Elect Director Richard L. Clemmer       For       For          Management
1i    Elect Director Enrique J. Lores         For       For          Management
1j    Elect Director Judith "Jami" Miscik     For       For          Management
1k    Elect Director Subra Suresh             For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   Against      Shareholder


--------------------------------------------------------------------------------

INTUIT INC.

Ticker:       INTU           Security ID:  461202103
Meeting Date: JAN 21, 2021   Meeting Type: Annual
Record Date:  NOV 23, 2020

#     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 Tekedra Mawakana         For       For          Management
1g    Elect Director Suzanne Nora Johnson     For       For          Management
1h    Elect Director Dennis D. Powell         For       For          Management
1i    Elect Director Brad D. Smith            For       For          Management
1j    Elect Director Thomas Szkutak           For       For          Management
1k    Elect Director Raul Vazquez             For       For          Management
1l    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


--------------------------------------------------------------------------------

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 22, 2021   Meeting Type: Annual
Record Date:  FEB 23, 2021

#     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 Nadja Y. West            For       For          Management
1n    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     Report on Government Financial Support  Against   For          Shareholder
      and Access to COVID-19 Vaccines and
      Therapeutics
5     Require Independent Board Chair         Against   Against      Shareholder
6     Report on Civil Rights Audit            Against   Against      Shareholder
7     Adopt Policy on Bonus Banking           Against   Against      Shareholder


--------------------------------------------------------------------------------

L3HARRIS TECHNOLOGIES, INC.

Ticker:       LHX            Security ID:  502431109
Meeting Date: APR 23, 2021   Meeting Type: Annual
Record Date:  FEB 26, 2021

#     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


--------------------------------------------------------------------------------

LAS VEGAS SANDS CORP.

Ticker:       LVS            Security ID:  517834107
Meeting Date: MAY 13, 2021   Meeting Type: Annual
Record Date:  MAR 15, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Irwin Chafetz            For       For          Management
1.2   Elect Director Micheline Chau           For       For          Management
1.3   Elect Director Patrick Dumont           For       For          Management
1.4   Elect Director Charles D. Forman        For       For          Management
1.5   Elect Director Robert G. Goldstein      For       For          Management
1.6   Elect Director George Jamieson          For       For          Management
1.7   Elect Director Nora M. Jordan           For       For          Management
1.8   Elect Director Charles A. Koppelman     For       Withhold     Management
1.9   Elect Director Lewis Kramer             For       For          Management
1.10  Elect Director David F. Levi            For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

MEDTRONIC PLC

Ticker:       MDT            Security ID:  G5960L103
Meeting Date: DEC 11, 2020   Meeting Type: Annual
Record Date:  OCT 15, 2020

#     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 Michael O. Leavitt       For       For          Management
1g    Elect Director James T. Lenehan         For       For          Management
1h    Elect Director Kevin E. Lofton          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


--------------------------------------------------------------------------------

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: DEC 02, 2020   Meeting Type: Annual
Record Date:  OCT 08, 2020

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Reid G. Hoffman          For       For          Management
1.2   Elect Director Hugh F. Johnston         For       For          Management
1.3   Elect Director Teri L. List-Stoll       For       For          Management
1.4   Elect Director Satya Nadella            For       For          Management
1.5   Elect Director Sandra E. Peterson       For       For          Management
1.6   Elect Director Penny S. Pritzker        For       For          Management
1.7   Elect Director Charles W. Scharf        For       For          Management
1.8   Elect Director Arne M. Sorenson         For       For          Management
1.9   Elect Director John W. Stanton          For       For          Management
1.10  Elect Director John W. Thompson         For       For          Management
1.11  Elect Director Emma N. Walmsley         For       For          Management
1.12  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


--------------------------------------------------------------------------------

MOTOROLA SOLUTIONS, INC.

Ticker:       MSI            Security ID:  620076307
Meeting Date: MAY 18, 2021   Meeting Type: Annual
Record Date:  MAR 19, 2021

#     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 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


--------------------------------------------------------------------------------

NEXTERA ENERGY, INC.

Ticker:       NEE            Security ID:  65339F101
Meeting Date: MAY 20, 2021   Meeting Type: Annual
Record Date:  MAR 23, 2021

#     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 Amy B. Lane              For       For          Management
1g    Elect Director David L. Porges          For       For          Management
1h    Elect Director James L. Robo            For       For          Management
1i    Elect Director Rudy E. Schupp           For       For          Management
1j    Elect Director John L. Skolds           For       For          Management
1k    Elect Director Lynn M. Utter            For       For          Management
1l    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     Approve Omnibus Stock Plan              For       For          Management
5     Provide Right to Act by Written Consent Against   Against      Shareholder


--------------------------------------------------------------------------------

NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 17, 2020   Meeting Type: Annual
Record Date:  JUL 17, 2020

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Alan B. Graf, Jr.        For       Withhold     Management
1b    Elect Director Peter B. Henry           For       Withhold     Management
1c    Elect Director Michelle A. Peluso       For       Withhold     Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Amend Omnibus Stock Plan                For       For          Management
5     Report on Political Contributions       Against   Against      Shareholder
      Disclosure


--------------------------------------------------------------------------------

NORFOLK SOUTHERN CORPORATION

Ticker:       NSC            Security ID:  655844108
Meeting Date: MAY 13, 2021   Meeting Type: Annual
Record Date:  MAR 05, 2021

#     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
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       Abstain      Management
      Executive Officers' Compensation
4     Amend Proxy Access Right                Against   Against      Shareholder
5     Report on Corporate Climate Lobbying    Against   For          Shareholder
      Aligned with Paris Agreement


--------------------------------------------------------------------------------

NXP SEMICONDUCTORS N.V.

Ticker:       NXPI           Security ID:  N6596X109
Meeting Date: MAY 26, 2021   Meeting Type: Annual
Record Date:  APR 28, 2021

#     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    Reelect Kurt Sievers as Executive       For       For          Management
      Director
3b    Reelect Peter Bonfield as               For       For          Management
      Non-Executive Director
3c    Elect Annette Clayton as Non-Executive  For       For          Management
      Director
3d    Elect Anthony Foxx as Non-Executive     For       Against      Management
      Director
3e    Reelect Kenneth A. Goldman as           For       For          Management
      Non-Executive Director
3f    Reelect Josef Kaeser as Non-Executive   For       For          Management
      Director
3g    Reelect Lena Olving as Non-Executive    For       For          Management
      Director
3h    Reelect Peter Smitham as Non-Executive  For       For          Management
      Director
3i    Reelect Julie Southern as               For       For          Management
      Non-Executive Director
3j    Reelect Jasmin Staiblin as              For       For          Management
      Non-Executive Director
3k    Reelect Gregory L. Summe as             For       For          Management
      Non-Executive Director
3l    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 Share Repurchase Program      For       For          Management
7     Approve Cancellation of Ordinary Shares For       For          Management
8     Approve Remuneration of the Non         For       For          Management
      Executive Members of the Board
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

OLD DOMINION FREIGHT LINE, INC.

Ticker:       ODFL           Security ID:  679580100
Meeting Date: MAY 19, 2021   Meeting Type: Annual
Record Date:  MAR 11, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sherry A. Aaholm         For       For          Management
1.2   Elect Director David S. Congdon         For       For          Management
1.3   Elect Director John R. Congdon, Jr.     For       For          Management
1.4   Elect Director Bradley R. Gabosch       For       For          Management
1.5   Elect Director Greg C. Gantt            For       For          Management
1.6   Elect Director Patrick D. Hanley        For       For          Management
1.7   Elect Director John D. Kasarda          For       For          Management
1.8   Elect Director Wendy T. Stallings       For       For          Management
1.9   Elect Director Thomas A. Stith, III     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     Ratify Ernst & Young LLP as Auditors    For       For          Management


--------------------------------------------------------------------------------

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 05, 2021   Meeting Type: Annual
Record Date:  MAR 12, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Brant Bonin Bough        For       For          Management
1b    Elect Director Andre Calantzopoulos     For       For          Management
1c    Elect Director Michel Combes            For       For          Management
1d    Elect Director Juan Jose Daboub         For       For          Management
1e    Elect Director Werner Geissler          For       For          Management
1f    Elect Director Lisa A. Hook             For       For          Management
1g    Elect Director Jun Makihara             For       For          Management
1h    Elect Director Kalpana Morparia         For       For          Management
1i    Elect Director Lucio A. Noto            For       For          Management
1j    Elect Director Jacek Olczak             For       For          Management
1k    Elect Director Frederik Paulsen         For       For          Management
1l    Elect Director Robert B. Polet          For       For          Management
1m    Elect Director Shlomo Yanai             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers SA as     For       For          Management
      Auditor


--------------------------------------------------------------------------------

PROLOGIS, INC.

Ticker:       PLD            Security ID:  74340W103
Meeting Date: APR 29, 2021   Meeting Type: Annual
Record Date:  MAR 08, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Hamid R. Moghadam        For       For          Management
1b    Elect Director Cristina G. Bita         For       For          Management
1c    Elect Director George L. Fotiades       For       For          Management
1d    Elect Director Lydia H. Kennard         For       For          Management
1e    Elect Director Irving F. Lyons, III     For       For          Management
1f    Elect Director Avid Modjtabai           For       For          Management
1g    Elect Director David P. O'Connor        For       For          Management
1h    Elect Director Olivier Piani            For       For          Management
1i    Elect Director Jeffrey L. Skelton       For       For          Management
1j    Elect Director Carl B. Webb             For       For          Management
1k    Elect Director William D. Zollars       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management


--------------------------------------------------------------------------------

RAYTHEON TECHNOLOGIES CORPORATION

Ticker:       RTX            Security ID:  75513E101
Meeting Date: APR 26, 2021   Meeting Type: Annual
Record Date:  MAR 02, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Tracy A. Atkinson        For       For          Management
1b    Elect Director Gregory J. Hayes         For       For          Management
1c    Elect Director Thomas A. Kennedy        For       For          Management
1d    Elect Director Marshall O. Larsen       For       For          Management
1e    Elect Director George R. Oliver         For       For          Management
1f    Elect Director Robert K. (Kelly)        For       For          Management
      Ortberg
1g    Elect Director Margaret L. O'Sullivan   For       For          Management
1h    Elect Director Dinesh C. Paliwal        For       For          Management
1i    Elect Director Ellen M. Pawlikowski     For       For          Management
1j    Elect Director Denise L. Ramos          For       For          Management
1k    Elect Director Fredric G. Reynolds      For       For          Management
1l    Elect Director Brian C. Rogers          For       For          Management
1m    Elect Director James A. Winnefeld, Jr.  For       For          Management
1n    Elect Director Robert O. Work           For       Against      Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Amend Proxy Access Right                Against   Against      Shareholder


--------------------------------------------------------------------------------

ROYAL CARIBBEAN CRUISES LTD.

Ticker:       RCL            Security ID:  V7780T103
Meeting Date: JUN 02, 2021   Meeting Type: Annual
Record Date:  APR 08, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John F. Brock            For       For          Management
1b    Elect Director Richard D. Fain          For       For          Management
1c    Elect Director Stephen R. Howe, Jr.     For       For          Management
1d    Elect Director William L. Kimsey        For       For          Management
1e    Elect Director Amy McPherson            For       For          Management
1f    Elect Director Maritza G. Montiel       For       For          Management
1g    Elect Director Ann S. Moore             For       For          Management
1h    Elect Director Eyal M. Ofer             For       For          Management
1i    Elect Director William K. Reilly        For       For          Management
1j    Elect Director Vagn O. Sorensen         For       For          Management
1k    Elect Director Donald Thompson          For       For          Management
1l    Elect Director Arne Alexander           For       For          Management
      Wilhelmsen
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Report on Political Contributions       Against   For          Shareholder
      Disclosure


--------------------------------------------------------------------------------

RYMAN HOSPITALITY PROPERTIES, INC.

Ticker:       RHP            Security ID:  78377T107
Meeting Date: MAY 13, 2021   Meeting Type: Annual
Record Date:  MAR 26, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Rachna Bhasin            For       For          Management
1b    Elect Director Alvin Bowles, Jr.        For       For          Management
1c    Elect Director Christian A. Brickman    For       For          Management
1d    Elect Director Fazal Merchant           For       For          Management
1e    Elect Director Patrick Moore            For       For          Management
1f    Elect Director Christine Pantoya        For       For          Management
1g    Elect Director Robert Prather, Jr.      For       For          Management
1h    Elect Director Colin Reed               For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditor     For       For          Management


--------------------------------------------------------------------------------

SYNCHRONY FINANCIAL

Ticker:       SYF            Security ID:  87165B103
Meeting Date: MAY 20, 2021   Meeting Type: Annual
Record Date:  MAR 25, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Margaret M. Keane        For       For          Management
1b    Elect Director Fernando Aguirre         For       For          Management
1c    Elect Director Paget L. Alves           For       For          Management
1d    Elect Director Arthur W. Coviello, Jr.  For       Against      Management
1e    Elect Director Brian D. Doubles         For       For          Management
1f    Elect Director William W. Graylin       For       For          Management
1g    Elect Director Roy A. Guthrie           For       For          Management
1h    Elect Director Jeffrey G. Naylor        For       For          Management
1i    Elect Director P.W. "Bill" Parker       For       For          Management
1j    Elect Director Laurel J. Richie         For       For          Management
1k    Elect Director Olympia J. Snowe         For       For          Management
1l    Elect Director Ellen M. Zane            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify KPMG LLP as Auditors             For       For          Management


--------------------------------------------------------------------------------

SYSCO CORPORATION

Ticker:       SYY            Security ID:  871829107
Meeting Date: NOV 20, 2020   Meeting Type: Annual
Record Date:  SEP 21, 2020

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Daniel J. Brutto         For       For          Management
1b    Elect Director John M. Cassaday         For       For          Management
1c    Elect Director Joshua D. Frank          For       For          Management
1d    Elect Director Larry C. Glasscock       For       For          Management
1e    Elect Director Bradley M. Halverson     For       For          Management
1f    Elect Director John M. Hinshaw          For       For          Management
1g    Elect Director Kevin P. Hourican        For       For          Management
1h    Elect Director Hans-Joachim Koerber     For       For          Management
1i    Elect Director Stephanie A. Lundquist   For       For          Management
1j    Elect Director Nelson Peltz             For       For          Management
1k    Elect Director Edward D. Shirley        For       For          Management
1l    Elect Director Sheila G. Talton         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management


--------------------------------------------------------------------------------

THE COCA-COLA COMPANY

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 20, 2021   Meeting Type: Annual
Record Date:  FEB 19, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Herbert A. Allen         For       For          Management
1.2   Elect Director Marc Bolland             For       For          Management
1.3   Elect Director Ana Botin                For       For          Management
1.4   Elect Director Christopher C. Davis     For       For          Management
1.5   Elect Director Barry Diller             For       Against      Management
1.6   Elect Director Helene D. Gayle          For       For          Management
1.7   Elect Director Alexis M. Herman         For       For          Management
1.8   Elect Director Robert A. Kotick         For       For          Management
1.9   Elect Director Maria Elena Lagomasino   For       For          Management
1.10  Elect Director James Quincey            For       For          Management
1.11  Elect Director Caroline J. Tsay         For       For          Management
1.12  Elect Director David B. Weinberg        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditor     For       For          Management
4     Report on Sugar and Public Health       Against   Against      Shareholder


--------------------------------------------------------------------------------

THE GAP, INC.

Ticker:       GPS            Security ID:  364760108
Meeting Date: MAY 11, 2021   Meeting Type: Annual
Record Date:  MAR 15, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John J. Fisher           For       For          Management
1b    Elect Director Robert J. Fisher         For       Against      Management
1c    Elect Director William S. Fisher        For       For          Management
1d    Elect Director Tracy Gardner            For       For          Management
1e    Elect Director Isabella D. Goren        For       For          Management
1f    Elect Director Bob L. Martin            For       For          Management
1g    Elect Director Amy Miles                For       For          Management
1h    Elect Director Jorge P. Montoya         For       For          Management
1i    Elect Director Chris O'Neill            For       For          Management
1j    Elect Director Mayo A. Shattuck, III    For       For          Management
1k    Elect Director Elizabeth A. Smith       For       For          Management
1l    Elect Director Salaam Coleman Smith     For       For          Management
1m    Elect Director Sonia Syngal             For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Amend Omnibus Stock Plan                For       Against      Management


--------------------------------------------------------------------------------

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: APR 29, 2021   Meeting Type: Annual
Record Date:  MAR 01, 2021

#     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 Jessica R. Uhl           For       For          Management
1k    Elect Director David A. Viniar          For       For          Management
1l    Elect Director Mark O. Winkelman        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       Against      Management
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Provide Right to Act by Written Consent Against   Against      Shareholder
6     Report on the Impacts of Using          Against   For          Shareholder
      Mandatory Arbitration
7     Amend Certificate of Incorporation to   Against   Against      Shareholder
      Become a Public Benefit Corporation
8     Report on Racial Equity Audit           Against   Against      Shareholder


--------------------------------------------------------------------------------

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 19, 2021   Meeting Type: Annual
Record Date:  MAR 22, 2021

#     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 Donna James              For       For          Management
1f    Elect Director Kathryn A. Mikells       For       For          Management
1g    Elect Director Michael G. Morris        For       For          Management
1h    Elect Director Teresa W. Roseborough    For       For          Management
1i    Elect Director Virginia P. Ruesterholz  For       For          Management
1j    Elect Director Christopher J. Swift     For       For          Management
1k    Elect Director Matthew E. Winter        For       For          Management
1l    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


--------------------------------------------------------------------------------

THE INTERPUBLIC GROUP OF COMPANIES, INC.

Ticker:       IPG            Security ID:  460690100
Meeting Date: MAY 27, 2021   Meeting Type: Annual
Record Date:  APR 01, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joceyln Carter-Miller    For       For          Management
1.2   Elect Director Mary J. Steele Guilfoile For       For          Management
1.3   Elect Director Dawn Hudson              For       For          Management
1.4   Elect Director Philippe Krakowsky       For       For          Management
1.5   Elect Director Jonathan F. Miller       For       For          Management
1.6   Elect Director Patrick Q. Moore         For       For          Management
1.7   Elect Director Michael I. Roth          For       For          Management
1.8   Elect Director Linda S. Sanford         For       For          Management
1.9   Elect Director David M. Thomas          For       For          Management
1.10  Elect Director E. Lee Wyatt, Jr.        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     Reduce Ownership Threshold for          Against   Against      Shareholder
      Shareholders to Call Special Meeting


--------------------------------------------------------------------------------

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 13, 2020   Meeting Type: Annual
Record Date:  AUG 14, 2020

#     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 Joseph Jimenez           For       For          Management
1e    Elect Director Debra L. Lee             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       Abstain      Management
      Executive Officers' Compensation
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Report on Efforts to Eliminate          Against   Against      Shareholder
      Deforestation
6     Publish Annually a Report Assessing     Against   For          Shareholder
      Diversity and Inclusion Efforts


--------------------------------------------------------------------------------

THE WALT DISNEY COMPANY

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 09, 2021   Meeting Type: Annual
Record Date:  JAN 11, 2021

#     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 Robert A. Chapek         For       For          Management
1e    Elect Director Francis A. deSouza       For       For          Management
1f    Elect Director Michael B.G. Froman      For       For          Management
1g    Elect Director Robert A. Iger           For       For          Management
1h    Elect Director Maria Elena Lagomasino   For       For          Management
1i    Elect Director Mark G. Parker           For       For          Management
1j    Elect Director Derica W. Rice           For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
5     Adopt a Policy to Include               Against   Against      Shareholder
      Non-Management Employees as
      Prospective Director Candidates


--------------------------------------------------------------------------------

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 19, 2021   Meeting Type: Annual
Record Date:  MAR 26, 2021

#     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 R. Alexandra Keith       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
4     Provide Right to Call A Special Meeting Against   Against      Shareholder


--------------------------------------------------------------------------------

TRUIST FINANCIAL CORPORATION

Ticker:       TFC            Security ID:  89832Q109
Meeting Date: APR 27, 2021   Meeting Type: Annual
Record Date:  FEB 18, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jennifer S. Banner       For       For          Management
1b    Elect Director K. David Boyer, Jr.      For       For          Management
1c    Elect Director Agnes Bundy Scanlan      For       For          Management
1d    Elect Director Anna R. Cablik           For       For          Management
1e    Elect Director Dallas S. Clement        For       For          Management
1f    Elect Director Paul D. Donahue          For       For          Management
1g    Elect Director Paul R. Garcia           For       For          Management
1h    Elect Director Patrick C. Graney, III   For       For          Management
1i    Elect Director Linnie M. Haynesworth    For       For          Management
1j    Elect Director Kelly S. King            For       For          Management
1k    Elect Director Easter A. Maynard        For       For          Management
1l    Elect Director Donna S. Morea           For       For          Management
1m    Elect Director Charles A. Patton        For       For          Management
1n    Elect Director Nido R. Qubein           For       For          Management
1o    Elect Director David M. Ratcliffe       For       For          Management
1p    Elect Director William H. Rogers, Jr.   For       For          Management
1q    Elect Director Frank P. Scruggs, Jr.    For       For          Management
1r    Elect Director Christine Sears          For       For          Management
1s    Elect Director Thomas E. Skains         For       For          Management
1t    Elect Director Bruce L. Tanner          For       For          Management
1u    Elect Director Thomas N. Thompson       For       For          Management
1v    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


--------------------------------------------------------------------------------

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 20, 2021   Meeting Type: Annual
Record Date:  FEB 23, 2021

#     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 Andrew Cecere            For       For          Management
1e    Elect Director Kimberly N.              For       For          Management
      Ellison-Taylor
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


--------------------------------------------------------------------------------

UDR, INC.

Ticker:       UDR            Security ID:  902653104
Meeting Date: MAY 27, 2021   Meeting Type: Annual
Record Date:  MAR 29, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Katherine A. Cattanach   For       For          Management
1b    Elect Director Jon A. Grove             For       For          Management
1c    Elect Director Mary Ann King            For       For          Management
1d    Elect Director James D. Klingbeil       For       For          Management
1e    Elect Director Clint D. McDonnough      For       For          Management
1f    Elect Director Diane M. Morefield       For       For          Management
1g    Elect Director Robert A. McNamara       For       For          Management
1h    Elect Director Mark R. Patterson        For       For          Management
1i    Elect Director Thomas W. Toomey         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


--------------------------------------------------------------------------------

UNITED RENTALS, INC.

Ticker:       URI            Security ID:  911363109
Meeting Date: MAY 06, 2021   Meeting Type: Annual
Record Date:  MAR 09, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jose B. Alvarez          For       For          Management
1b    Elect Director Marc A. Bruno            For       For          Management
1c    Elect Director Matthew J. Flannery      For       For          Management
1d    Elect Director Bobby J. Griffin         For       For          Management
1e    Elect Director Kim Harris Jones         For       For          Management
1f    Elect Director Terri L. Kelly           For       For          Management
1g    Elect Director Michael J. Kneeland      For       For          Management
1h    Elect Director Gracia C. Martore        For       For          Management
1i    Elect Director Filippo Passerini        For       For          Management
1j    Elect Director Donald C. Roof           For       For          Management
1k    Elect Director Shiv Singh               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     Reduce Ownership Threshold for          Against   Against      Shareholder
      Shareholders to Request Action by
      Written Consent


--------------------------------------------------------------------------------

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 07, 2021   Meeting Type: Annual
Record Date:  APR 09, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard T. Burke         For       For          Management
1b    Elect Director Timothy P. Flynn         For       For          Management
1c    Elect Director Stephen J. Hemsley       For       For          Management
1d    Elect Director Michele J. Hooper        For       For          Management
1e    Elect Director F. William McNabb, III   For       For          Management
1f    Elect Director Valerie C. Montgomery    For       For          Management
      Rice
1g    Elect Director John H. Noseworthy       For       For          Management
1h    Elect Director Gail R. Wilensky         For       For          Management
1i    Elect Director Andrew Witty             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Reduce Ownership Threshold for          Against   Against      Shareholder
      Shareholders to Call Special Meeting


--------------------------------------------------------------------------------

VALERO ENERGY CORPORATION

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: APR 29, 2021   Meeting Type: Annual
Record Date:  MAR 03, 2021

#     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


--------------------------------------------------------------------------------

WALMART INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 02, 2021   Meeting Type: Annual
Record Date:  APR 09, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Cesar Conde              For       For          Management
1b    Elect Director Timothy P. Flynn         For       For          Management
1c    Elect Director Sarah J. Friar           For       For          Management
1d    Elect Director Carla A. Harris          For       For          Management
1e    Elect Director Thomas W. Horton         For       For          Management
1f    Elect Director Marissa A. Mayer         For       For          Management
1g    Elect Director C. Douglas McMillon      For       For          Management
1h    Elect Director Gregory B. Penner        For       For          Management
1i    Elect Director Steven S Reinemund       For       For          Management
1j    Elect Director Randall L. Stephenson    For       For          Management
1k    Elect Director S. Robson Walton         For       For          Management
1l    Elect Director Steuart L. Walton        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Report on Refrigerants Released from    Against   Against      Shareholder
      Operations
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Report on Alignment of Racial Justice   Against   For          Shareholder
      Goals and Starting Wages
7     Approve Creation of a Pandemic          Against   Against      Shareholder
      Workforce Advisory Council
8     Review of Statement on the Purpose of   Against   Against      Shareholder
      a Corporation


--------------------------------------------------------------------------------

ZIMMER BIOMET HOLDINGS, INC.

Ticker:       ZBH            Security ID:  98956P102
Meeting Date: MAY 14, 2021   Meeting Type: Annual
Record Date:  MAR 15, 2021

#     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 Michael J. Farrell       For       For          Management
1d    Elect Director Robert A. Hagemann       For       For          Management
1e    Elect Director Bryan C. Hanson          For       For          Management
1f    Elect Director Arthur J. Higgins        For       For          Management
1g    Elect Director Maria Teresa Hilado      For       For          Management
1h    Elect Director Syed Jafry               For       For          Management
1i    Elect Director Sreelakshmi Kolli        For       For          Management
1j    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
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
6     Amend Deferred Compensation Plan        For       For          Management
7     Provide Right to Call Special Meeting   For       For          Management



========== END N-PX REPORT



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                                  SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

VOYA VARIABLE FUNDS

By:    /s/ Dina Santoro
       --------------------------
       Dina Santoro
       President

Date:  August 23, 2021