================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------- FORM N-PX ----------------- ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-02514 ----------------- VOYA VARIABLE FUNDS (Exact name of registrant as specified in charter) ----------------- 7337 E. Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258 (Address of principal executive offices) (Zip code) (Name and address of agent for service) With copies to: 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, 2021 - June 30, 2022 ================================================================================ Item 1. Proxy Voting Record ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-02514 Reporting Period: 07/01/2021 - 06/30/2022 Voya Variable Funds ======================= Voya Growth and Income Portfolio ======================= AIR PRODUCTS AND CHEMICALS, INC. Ticker: APD Security ID: 009158106 Meeting Date: FEB 03, 2022 Meeting Type: Annual Record Date: DEC 07, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Charles I. Cogut For For Management 1b Elect Director Lisa A. Davis For For Management 1c Elect Director Seifollah (Seifi) For For Management Ghasemi 1d Elect Director David H. Y. Ho For For Management 1e Elect Director Edward L. Monser For For Management 1f Elect Director Matthew H. Paull For For Management 1g Elect Director Wayne T. Smith 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 -------------------------------------------------------------------------------- ALCOA CORPORATION Ticker: AA Security ID: 013872106 Meeting Date: MAY 05, 2022 Meeting Type: Annual Record Date: MAR 11, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Steven W. Williams For For Management 1b Elect Director Mary Anne Citrino For For Management 1c Elect Director Pasquale (Pat) Fiore For For Management 1d Elect Director Thomas J. Gorman For For Management 1e Elect Director Roy C. Harvey For For Management 1f Elect Director James A. Hughes For For Management 1g Elect Director James E. Nevels For For Management 1h Elect Director Carol L. Roberts For For Management 1i Elect Director Jackson (Jackie) P. For For Management Roberts 1j Elect Director Ernesto Zedillo 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 -------------------------------------------------------------------------------- ALCON INC. Ticker: ALC Security ID: H01301128 Meeting Date: APR 27, 2022 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 0.20 per Share 4.1 Approve Remuneration Report For For Management (Non-Binding) 4.2 Approve Remuneration of Directors in For For Management the Amount of CHF 3.6 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 Chair 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 5.11 Elect Raquel Bono as Director For For Management 6.1 Reappoint Thomas Glanzmann as Member For For Management of the Compensation Committee 6.2 Reappoint Karen May as Member of the For For Management Compensation Committee 6.3 Reappoint Ines Poeschel as Member of For For Management the Compensation Committee 6.4 Appoint Scott Maw as Member of the For For Management Compensation Committee 7 Designate Hartmann Dreyer For For Management Attorneys-at-Law as Independent Proxy 8 Ratify PricewaterhouseCoopers SA as For For Management Auditors 9 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- ALPHABET INC. Ticker: GOOGL Security ID: 02079K305 Meeting Date: JUN 01, 2022 Meeting Type: Annual Record Date: APR 05, 2022 # 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 For Management 1g Elect Director Roger W. Ferguson, Jr. For For Management 1h Elect Director Ann Mather For For Management 1i Elect Director K. Ram Shriram For For Management 1j Elect Director Robin L. Washington For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Increase Authorized Common Stock For For Management 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Report on Climate Lobbying Against For Shareholder 7 Report on Physical Risks of Climate Against For Shareholder Change 8 Report on Metrics and Efforts to Against For Shareholder Reduce Water Related Risk 9 Oversee and Report a Third-Party Against Against Shareholder Racial Equity Audit 10 Report on Risks Associated with Use of Against Against Shareholder Concealment Clauses 11 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 12 Report on Government Takedown Requests Against Against Shareholder 13 Report on Risks of Doing Business in Against For Shareholder Countries with Significant Human Rights Concerns 14 Report on Managing Risks Related to Against Against Shareholder Data Collection, Privacy and Security 15 Disclose More Quantitative and Against For Shareholder Qualitative Information on Algorithmic Systems 16 Commission Third Party Assessment of Against For Shareholder Company's Management of Misinformation and Disinformation Across Platforms 17 Report on External Costs of Against Against Shareholder Misinformation and Impact on Diversified Shareholders 18 Report on Steps to Improve Racial and Against Against Shareholder Gender Board Diversity 19 Establish an Environmental Against Against Shareholder Sustainability Board Committee 20 Adopt a Policy to Include Against Against Shareholder Non-Management Employees as Prospective Director Candidates 21 Report on Policies Regarding Military Against Against Shareholder and Militarized Policing Agencies -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 25, 2022 Meeting Type: Annual Record Date: MAR 31, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jeffrey P. Bezos For For Management 1b Elect Director Andrew R. Jassy For For Management 1c Elect Director Keith B. Alexander For For Management 1d Elect Director Edith W. Cooper For For Management 1e Elect Director Jamie S. Gorelick For For Management 1f Elect Director Daniel P. Huttenlocher For For Management 1g Elect Director Judith A. McGrath For For Management 1h Elect Director Indra K. Nooyi For For Management 1i Elect Director Jonathan J. Rubinstein For For Management 1j Elect Director Patricia Q. Stonesifer For For Management 1k Elect Director Wendell P. Weeks For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Approve 20:1 Stock Split For For Management 5 Report on Retirement Plan Options Against Against Shareholder Aligned with Company Climate Goals 6 Commission Third Party Report Against For Shareholder Assessing Company's Human Rights Due Diligence Process 7 Adopt a Policy to Include Against Against Shareholder Non-Management Employees as Prospective Director Candidates 8 Report on Efforts to Reduce Plastic Use Against Against Shareholder 9 Report on Worker Health and Safety Against Against Shareholder Disparities 10 Report on Risks Associated with Use of Against Against Shareholder Concealment Clauses 11 Report on Charitable Contributions Against Against Shareholder 12 Publish a Tax Transparency Report Against Against Shareholder 13 Report on Protecting the Rights of Against For Shareholder Freedom of Association and Collective Bargaining 14 Report on Lobbying Payments and Policy Against For Shareholder 15 Require More Director Nominations Than Against Against Shareholder Open Seats 16 Commission a Third Party Audit on Against For Shareholder Working Conditions 17 Report on Median Gender/Racial Pay Gap Against For Shareholder 18 Oversee and Report a Racial Equity None None Shareholder Audit *Withdrawn Resolution* 19 Commission Third Party Study and Against For Shareholder Report on Risks Associated with Use of Rekognition -------------------------------------------------------------------------------- APOLLO GLOBAL MANAGEMENT, INC. Ticker: APO Security ID: 03768E105 Meeting Date: OCT 01, 2021 Meeting Type: Annual Record Date: AUG 05, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Walter (Jay) Clayton For For Management 1.2 Elect Director Michael Ducey For For Management 1.3 Elect Director Richard Emerson For For Management 1.4 Elect Director Joshua Harris For Withhold Management 1.5 Elect Director Kerry Murphy Healey For For Management 1.6 Elect Director Pamela Joyner For For Management 1.7 Elect Director Scott Kleinman For Withhold Management 1.8 Elect Director A.B. Krongard For For Management 1.9 Elect Director Pauline Richards For For Management 1.10 Elect Director Marc Rowan For Withhold Management 1.11 Elect Director David Simon For Withhold Management 1.12 Elect Director James Zelter For Withhold Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- APOLLO GLOBAL MANAGEMENT, INC. Ticker: APO Security ID: 03768E105 Meeting Date: DEC 17, 2021 Meeting Type: Special Record Date: NOV 04, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Amend Charter For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- ASSURANT, INC. Ticker: AIZ Security ID: 04621X108 Meeting Date: MAY 12, 2022 Meeting Type: Annual Record Date: MAR 14, 2022 # 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 Keith W. Demmings 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 -------------------------------------------------------------------------------- AT&T INC. Ticker: T Security ID: 00206R102 Meeting Date: MAY 19, 2022 Meeting Type: Annual Record Date: MAR 21, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Samuel A. Di Piazza, Jr. None None Management *Withdrawn Resolution* 1.2 Elect Director Scott T. Ford For For Management 1.3 Elect Director Glenn H. Hutchins For For Management 1.4 Elect Director William E. Kennard For For Management 1.5 Elect Director Debra L. Lee *Withdrawn None None Management Resolution* 1.6 Elect Director Stephen J. Luczo For For Management 1.7 Elect Director Michael B. McCallister For For Management 1.8 Elect Director Beth E. Mooney For For Management 1.9 Elect Director Matthew K. Rose For For Management 1.10 Elect Director John T. Stankey For For Management 1.11 Elect Director Cynthia B. Taylor For For Management 1.12 Elect Director Luis A. Ubinas For For Management 1.13 Elect Director Geoffrey Y. Yang None None Management *Withdrawn Resolution* 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Consider Pay Disparity Between Against Against Shareholder Executives and Other Employees 5 Require Independent Board Chair Against Against Shareholder 6 Report on Congruency of Political Against For Shareholder Spending with Company Values and Priorities 7 Report on Civil Rights and Against Against Shareholder Non-Discrimination Audit -------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Ticker: BAX Security ID: 071813109 Meeting Date: MAY 03, 2022 Meeting Type: Annual Record Date: MAR 11, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jose (Joe) E. Almeida For For Management 1b Elect Director Thomas F. Chen For For Management 1c Elect Director Peter S. Hellman For For Management 1d Elect Director Michael F. Mahoney For For Management 1e Elect Director Patricia B. Morrison For For Management 1f Elect Director Stephen N. Oesterle For For Management 1g Elect Director Nancy M. Schlichting For For Management 1h Elect Director Cathy R. Smith For For Management 1i Elect Director Albert P.L. Stroucken For For Management 1j Elect Director Amy A. Wendell For For Management 1k Elect Director David S. Wilkes For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Provide Right to Act by Written Consent For For Management 5 Reduce Ownership Threshold for Special For For Management Shareholder Meetings to 15% 6 Reduce Ownership Threshold for Special Against Against Shareholder Shareholder Meetings to 10% 7 Require Independent Board Chair Against Against Shareholder -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORPORATION Ticker: BSX Security ID: 101137107 Meeting Date: MAY 05, 2022 Meeting Type: Annual Record Date: MAR 11, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nelda J. Connors For For Management 1b Elect Director Charles J. Dockendorff For For Management 1c Elect Director Yoshiaki Fujimori For For Management 1d Elect Director Donna A. James For For Management 1e Elect Director Edward J. Ludwig For For Management 1f Elect Director Michael F. Mahoney For For Management 1g Elect Director David J. Roux For For Management 1h Elect Director John E. Sununu For For Management 1i Elect Director David S. Wichmann For For Management 1j Elect Director Ellen M. Zane For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- BP PLC Ticker: BP Security ID: 055622104 Meeting Date: MAY 12, 2022 Meeting Type: Annual Record Date: MAR 18, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Net Zero - From Ambition to For For Management Action Report 4 Re-elect Helge Lund as Director For For Management 5 Re-elect Bernard Looney as Director For For Management 6 Re-elect Murray Auchincloss as Director For For Management 7 Re-elect Paula Reynolds as Director For For Management 8 Re-elect Pamela Daley as Director For For Management 9 Re-elect Melody Meyer as Director For For Management 10 Re-elect Sir John Sawers as Director For For Management 11 Re-elect Tushar Morzaria as Director For For Management 12 Re-elect Karen Richardson as Director For For Management 13 Re-elect Johannes Teyssen as Director For For Management 14 Reappoint Deloitte LLP as Auditors For For Management 15 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 16 Approve ShareMatch UK Plan For For Management 17 Approve Sharesave UK Plan For For Management 18 Authorise UK Political Donations and For For Management Expenditure 19 Authorise Issue of Equity For For Management 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 22 Authorise Market Purchase of Ordinary For For Management Shares 23 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice 24 Approve Shareholder Resolution on Against Against Shareholder Climate Change Targets -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY Security ID: 110122108 Meeting Date: MAY 03, 2022 Meeting Type: Annual Record Date: MAR 14, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Peter J. Arduini For For Management 1B Elect Director Giovanni Caforio For For Management 1C Elect Director Julia A. Haller For For Management 1D Elect Director Manuel Hidalgo Medina For For Management 1E Elect Director Paula A. Price For For Management 1F Elect Director Derica W. Rice For For Management 1G Elect Director Theodore R. Samuels For For Management 1H Elect Director Gerald L. Storch For For Management 1I Elect Director Karen H. Vousden For For Management 1J Elect Director Phyllis R. Yale For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting 5 Require Independent Board Chair Against Against Shareholder -------------------------------------------------------------------------------- BROADCOM INC. Ticker: AVGO Security ID: 11135F101 Meeting Date: APR 04, 2022 Meeting Type: Annual Record Date: FEB 07, 2022 # 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 Against Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CAESARS ENTERTAINMENT, INC. Ticker: CZR Security ID: 12769G100 Meeting Date: JUN 14, 2022 Meeting Type: Annual Record Date: APR 18, 2022 # 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 For 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 Sandra D. Morgan For For Management 1.8 Elect Director Michael E. Pegram For For Management 1.9 Elect Director Thomas R. Reeg For For Management 1.10 Elect Director David P. Tomick 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 -------------------------------------------------------------------------------- CF INDUSTRIES HOLDINGS, INC. Ticker: CF Security ID: 125269100 Meeting Date: MAY 11, 2022 Meeting Type: Annual Record Date: MAR 18, 2022 # 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 J. Hagge For For Management 1f Elect Director Jesus Madrazo Yris 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 Against Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Ratify KPMG LLP as Auditors For For Management 5 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- CHUBB LIMITED Ticker: CB Security ID: H1467J104 Meeting Date: NOV 03, 2021 Meeting Type: Extraordinary Shareholders Record Date: SEP 10, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1 Ratify Share Repurchase Program For For Management 2 Approve CHF 349,339,410 Reduction in For For Management Share Capital via Cancellation of Repurchased Shares 3 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- CHUBB LIMITED Ticker: CB Security ID: H1467J104 Meeting Date: MAY 19, 2022 Meeting Type: Annual Record Date: MAR 25, 2022 # 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 Kathy Bonanno For For Management 5.5 Elect Director Sheila P. Burke For For Management 5.6 Elect Director Mary Cirillo For For Management 5.7 Elect Director Robert J. Hugin For For Management 5.8 Elect Director Robert W. Scully 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 Approve Creation of Authorized Capital For For Management With or Without Preemptive Rights 10 Approve CHF 318,275,265 Reduction in For For Management Share Capital via Cancellation of Repurchased Shares 11.1 Approve Remuneration of Directors in For For Management the Amount of USD 4.8 Million 11.2 Approve Remuneration of Executive For For Management Management in the Amount of USD 54 Million for Fiscal 2023 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Adopt and Disclose Policies to Ensure Against Against Shareholder Underwriting Does Not Support New Fossil Fuel Supplies 14 Report on Efforts to Reduce GHG Against For Shareholder Emissions Associated with Underwriting, Insuring, and Investing -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 10, 2022 Meeting Type: Annual Record Date: MAR 14, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Caroline Maury Devine For For Management 1b Elect Director Jody Freeman For For Management 1c Elect Director Gay Huey Evans For For Management 1d Elect Director Jeffrey A. Joerres For For Management 1e Elect Director Ryan M. Lance For For Management 1f Elect Director Timothy A. Leach For For Management 1g Elect Director William H. McRaven For For Management 1h Elect Director Sharmila Mulligan For For Management 1i Elect Director Eric D. Mullins For For Management 1j Elect Director Arjun N. Murti For For Management 1k Elect Director Robert A. Niblock For For Management 1l Elect Director David T. Seaton For For Management 1m Elect Director R.A. Walker For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Eliminate Supermajority Vote For For Management Requirement 5 Provide Right to Call Special Meeting For For Management 6 Provide Right to Call Special Meetings Against Against Shareholder 7 Report on GHG Emissions Reduction Against For Shareholder Targets 8 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- CONSTELLATION BRANDS, INC. Ticker: STZ Security ID: 21036P108 Meeting Date: JUL 20, 2021 Meeting Type: Annual Record Date: MAY 24, 2021 # 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 Nicholas I. Fink For For Management 1.4 Elect Director Jerry Fowden For Withhold Management 1.5 Elect Director Ernesto M. Hernandez For For Management 1.6 Elect Director Susan Somersille Johnson For For Management 1.7 Elect Director James A. Locke, III For Withhold Management 1.8 Elect Director Jose Manuel Madero Garza For For Management 1.9 Elect Director Daniel J. McCarthy For For Management 1.10 Elect Director William A. Newlands For For Management 1.11 Elect Director Richard Sands For Withhold Management 1.12 Elect Director Robert Sands For Withhold Management 1.13 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 4 Adopt a Policy on Board Diversity Against Against Shareholder -------------------------------------------------------------------------------- DIAMONDBACK ENERGY, INC. Ticker: FANG Security ID: 25278X109 Meeting Date: JUN 09, 2022 Meeting Type: Annual Record Date: APR 14, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Travis D. Stice For For Management 1.2 Elect Director Vincent K. Brooks For For Management 1.3 Elect Director Michael P. Cross For For Management 1.4 Elect Director David L. Houston For For Management 1.5 Elect Director Stephanie K. Mains For For Management 1.6 Elect Director Mark L. Plaumann For For Management 1.7 Elect Director Melanie M. Trent For For Management 1.8 Elect Director Steven E. West For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Grant Thornton LLP as Auditors For For Management -------------------------------------------------------------------------------- DOLBY LABORATORIES, INC. Ticker: DLB Security ID: 25659T107 Meeting Date: FEB 08, 2022 Meeting Type: Annual Record Date: DEC 10, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kevin Yeaman For For Management 1.2 Elect Director Peter Gotcher For Withhold Management 1.3 Elect Director Micheline Chau For For Management 1.4 Elect Director David Dolby For Withhold Management 1.5 Elect Director Tony Prophet For For Management 1.6 Elect Director Emily Rollins For For Management 1.7 Elect Director Simon Segars For Withhold Management 1.8 Elect Director Roger Siboni For For Management 1.9 Elect Director Anjali Sud For For Management 1.10 Elect Director Avadis Tevanian, Jr. For Withhold 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 05, 2022 Meeting Type: Annual Record Date: MAR 15, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Humberto P. Alfonso For For Management 1.2 Elect Director Brett D. Begemann For For Management 1.3 Elect Director Mark J. Costa For For Management 1.4 Elect Director Edward L. Doheny, II For For Management 1.5 Elect Director Julie F. Holder For For Management 1.6 Elect Director Renee J. Hornbaker For For Management 1.7 Elect Director Kim Ann Mink For For Management 1.8 Elect Director James J. O'Brien For For Management 1.9 Elect Director David W. Raisbeck For For Management 1.10 Elect Director Charles K. Stevens, III For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- ELI LILLY AND COMPANY Ticker: LLY Security ID: 532457108 Meeting Date: MAY 02, 2022 Meeting Type: Annual Record Date: FEB 22, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ralph Alvarez For For Management 1b Elect Director Kimberly H. Johnson For For Management 1c Elect Director Juan R. Luciano 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 Declassify the Board of Directors For For Management 5 Eliminate Supermajority Voting For For Management Provisions 6 Amend Articles of Incorporation to For For Management Allow Shareholders to Amend Bylaws 7 Require Independent Board Chair Against Against Shareholder 8 Report on Lobbying Payments and Policy Against Against Shareholder 9 Publish Third-Party Review of Against Against Shareholder Alignment of Company's Lobbying Activities with its Public Statements 10 Report on Board Oversight of Risks Against For Shareholder Related to Anticompetitive Pricing Strategies -------------------------------------------------------------------------------- ENTERGY CORPORATION Ticker: ETR Security ID: 29364G103 Meeting Date: MAY 06, 2022 Meeting Type: Annual Record Date: MAR 08, 2022 # 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 Abstain Management Executive Officers' Compensation -------------------------------------------------------------------------------- EQUITABLE HOLDINGS, INC. Ticker: EQH Security ID: 29452E101 Meeting Date: MAY 19, 2022 Meeting Type: Annual Record Date: MAR 23, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Francis A. Hondal For For Management 1b Elect Director Daniel G. Kaye For For Management 1c Elect Director Joan Lamm-Tennant For For Management 1d Elect Director Kristi A. Matus For For Management 1e Elect Director Mark Pearson For For Management 1f Elect Director Bertram L. Scott For For Management 1g Elect Director George Stansfield For For Management 1h Elect Director Charles G.T. Stonehill 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 Eliminate Supermajority Vote For For Management Requirements -------------------------------------------------------------------------------- EXELON CORPORATION Ticker: EXC Security ID: 30161N101 Meeting Date: APR 26, 2022 Meeting Type: Annual Record Date: MAR 01, 2022 # 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 W. Paul Bowers For For Management 1d Elect Director Marjorie Rodgers For For Management Cheshire 1e Elect Director Christopher Crane For For Management 1f Elect Director Carlos Gutierrez For For Management 1g Elect Director Linda Jojo For For Management 1h Elect Director Paul Joskow For For Management 1i Elect Director John Young For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Use of Child Labor in Supply Against Against Shareholder Chain -------------------------------------------------------------------------------- EXPEDIA GROUP, INC. Ticker: EXPE Security ID: 30212P303 Meeting Date: JUN 16, 2022 Meeting Type: Annual Record Date: APR 18, 2022 # 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 Withhold Management 1e Elect Director Barry Diller For Withhold Management 1f Elect Director Craig Jacobson For For Management 1g Elect Director Peter Kern For For Management 1h Elect Director Dara Khosrowshahi For Withhold Management 1i Elect Director Patricia Menendez Cambo For For Management 1j Elect Director Alex von Furstenberg For For Management 1k Elect Director Julie Whalen For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- FIRST REPUBLIC BANK Ticker: FRC Security ID: 33616C100 Meeting Date: MAY 17, 2022 Meeting Type: Annual Record Date: MAR 21, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James H. Herbert, II For For Management 1.2 Elect Director Katherine August-deWilde For For Management 1.3 Elect Director Frank J. Fahrenkopf, Jr. For For Management 1.4 Elect Director Boris Groysberg For For Management 1.5 Elect Director Sandra R. Hernandez For For Management 1.6 Elect Director Pamela J. Joyner For For Management 1.7 Elect Director Shilla Kim-Parker For For Management 1.8 Elect Director Reynold Levy For For Management 1.9 Elect Director George G.C. Parker For For Management 1.10 Elect Director Michael J. Roffler For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- HOWMET AEROSPACE INC. Ticker: HWM Security ID: 443201108 Meeting Date: MAY 25, 2022 Meeting Type: Annual Record Date: MAR 29, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James F. Albaugh For For Management 1b Elect Director Amy E. Alving For For Management 1c Elect Director Sharon R. Barner For For Management 1d Elect Director Joseph S. Cantie For For Management 1e Elect Director Robert F. Leduc For Against Management 1f Elect Director David J. Miller For For Management 1g Elect Director Jody G. Miller For For Management 1h Elect Director Nicole W. Piasecki For For Management 1i Elect Director John C. Plant For For Management 1j Elect Director Ulrich R. Schmidt 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 Require Independent Board Chair Against For Shareholder -------------------------------------------------------------------------------- INTUIT INC. Ticker: INTU Security ID: 461202103 Meeting Date: JAN 20, 2022 Meeting Type: Annual Record Date: NOV 22, 2021 # 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 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- L3HARRIS TECHNOLOGIES, INC. Ticker: LHX Security ID: 502431109 Meeting Date: APR 22, 2022 Meeting Type: Annual Record Date: FEB 25, 2022 # 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 Against Management 1g Elect Director Harry B. Harris, Jr. For For Management 1h Elect Director Lewis Hay, III For For Management 1i Elect Director Lewis Kramer For For Management 1j Elect Director Christopher E. Kubasik For For Management 1k Elect Director Rita S. Lane For For Management 1l Elect Director Robert B. Millard For For Management 1m Elect Director Lloyd W. Newton For For Management 2 Approve Increase in Size of Board For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- MCDONALD'S CORPORATION Ticker: MCD Security ID: 580135101 Meeting Date: MAY 26, 2022 Meeting Type: Proxy Contest Record Date: MAR 28, 2022 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Proxy Card) 1.1 Elect Director Lloyd Dean For For Management 1.2 Elect Director Robert Eckert For For Management 1.3 Elect Director Catherine Engelbert For For Management 1.4 Elect Director Margaret Georgiadis For For Management 1.5 Elect Director Enrique Hernandez, Jr. For For Management 1.6 Elect Director Christopher Kempczinski For For Management 1.7 Elect Director Richard Lenny For For Management 1.8 Elect Director John Mulligan For For Management 1.9 Elect Director Sheila Penrose For For Management 1.10 Elect Director John Rogers, Jr. For For Management 1.11 Elect Director Paul Walsh For For Management 1.12 Elect Director Miles White For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting 5 Report on Efforts to Reduce Plastic Use Against For Shareholder 6 Report on Public Health Costs of Against Against Shareholder Antibiotic Use and Impact on Diversified Shareholders 7 Report on Use of Gestation Stalls in Against Against Shareholder Pork Supply Chain 8 Report on Third-Party Civil Rights Against For Shareholder Audit 9 Report on Lobbying Payments and Policy Against For Shareholder 10 Issue Transparency Report on Global Against Against Shareholder Public Policy and Political Influence # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Gold Proxy Card) 1.1 Elect Director Leslie Samuelrich For Did Not Vote Shareholder 1.2 Elect Director Maisie Lucia Ganzler For Did Not Vote Shareholder 1.3 Management Nominee Lloyd Dean For Did Not Vote Shareholder 1.4 Management Nominee Robert Eckert For Did Not Vote Shareholder 1.5 Management Nominee Catherine Engelbert For Did Not Vote Shareholder 1.6 Management Nominee Margaret Georgiadis For Did Not Vote Shareholder 1.7 Management Nominee Enrique Hernandez, For Did Not Vote Shareholder Jr. 1.8 Management Nominee Christopher For Did Not Vote Shareholder Kempczinski 1.9 Management Nominee John Mulligan For Did Not Vote Shareholder 1.10 Management Nominee John Rogers, Jr. For Did Not Vote Shareholder 1.11 Management Nominee Paul Walsh For Did Not Vote Shareholder 1.12 Management Nominee Miles White For Did Not Vote Shareholder 2 Advisory Vote to Ratify Named Against Did Not Vote Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For Did Not Vote Management 4 Reduce Ownership Threshold for For Did Not Vote Shareholder Shareholders to Call Special Meeting 5 Report on Efforts to Reduce Plastic Use For Did Not Vote Shareholder 6 Report on Public Health Costs of For Did Not Vote Shareholder Antibiotic Use and Impact on Diversified Shareholders 7 Report on Use of Gestation Stalls in For Did Not Vote Shareholder Pork Supply Chain 8 Report on Third-Party Civil Rights For Did Not Vote Shareholder Audit 9 Report on Lobbying Payments and Policy For Did Not Vote Shareholder 10 Issue Transparency Report on Global For Did Not Vote Shareholder Public Policy and Political Influence -------------------------------------------------------------------------------- MCKESSON CORPORATION Ticker: MCK Security ID: 58155Q103 Meeting Date: JUL 23, 2021 Meeting Type: Annual Record Date: MAY 28, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Dominic J. Caruso For For Management 1b Elect Director Donald R. Knauss For For Management 1c Elect Director Bradley E. Lerman For For Management 1d Elect Director Linda P. Mantia For For Management 1e Elect Director Maria Martinez For For Management 1f Elect Director Edward A. Mueller For For Management 1g Elect Director Susan R. Salka For For Management 1h Elect Director Brian S. Tyler For For Management 1i Elect Director Kenneth E. Washington 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 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- MEDTRONIC PLC Ticker: MDT Security ID: G5960L103 Meeting Date: DEC 09, 2021 Meeting Type: Annual Record Date: OCT 14, 2021 # 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 Kevin E. Lofton For For Management 1g Elect Director Geoffrey S. Martha For For Management 1h Elect Director Elizabeth G. Nabel For For Management 1i Elect Director Denise M. O'Leary For For Management 1j 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 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Approve Omnibus Stock Plan For For Management 6 Renew the Board's Authority to Issue For For Management Shares Under Irish Law 7 Renew the Board's Authority to Opt-Out For For Management of Statutory Pre-Emptions Rights Under Irish Law 8 Authorize Overseas Market Purchases of For For Management Ordinary Shares -------------------------------------------------------------------------------- MICROCHIP TECHNOLOGY INCORPORATED Ticker: MCHP Security ID: 595017104 Meeting Date: AUG 24, 2021 Meeting Type: Annual Record Date: JUN 28, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Matthew W. Chapman For For Management 1.2 Elect Director Esther L. Johnson For For Management 1.3 Elect Director Karlton D. Johnson For For Management 1.4 Elect Director Wade F. Meyercord For For Management 1.5 Elect Director Ganesh Moorthy For For Management 1.6 Elect Director Karen M. Rapp For For Management 1.7 Elect Director Steve Sanghi For For Management 2 Increase Authorized Common Stock For For Management 3 Amend Omnibus Stock Plan For For Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 30, 2021 Meeting Type: Annual Record Date: SEP 30, 2021 # 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 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 Carlos A. Rodriguez For For Management 1.8 Elect Director Charles W. Scharf For For Management 1.9 Elect Director John W. Stanton For For Management 1.10 Elect Director John W. Thompson For For Management 1.11 Elect Director 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 Approve Qualified Employee Stock For For Management Purchase Plan 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Report on Gender/Racial Pay Gap Against For Shareholder 6 Report on Effectiveness of Workplace Against For Shareholder Sexual Harassment Policies 7 Prohibit Sales of Facial Recognition Against Against Shareholder Technology to All Government Entities 8 Report on Implementation of the Fair Against Against Shareholder Chance Business Pledge 9 Report on Lobbying Activities Against For Shareholder Alignment with Company Policies -------------------------------------------------------------------------------- MOTOROLA SOLUTIONS, INC. Ticker: MSI Security ID: 620076307 Meeting Date: MAY 17, 2022 Meeting Type: Annual Record Date: MAR 18, 2022 # 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 Ayanna M. Howard For For Management 1e Elect Director Clayton M. Jones For For Management 1f Elect Director Judy C. Lewent For For Management 1g Elect Director Gregory K. Mondre For Against Management 1h Elect Director Joseph M. Tucci For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditor 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: OCT 06, 2021 Meeting Type: Annual Record Date: AUG 06, 2021 # 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 Report on Political Contributions Against Against Shareholder Disclosure 5 Report on Human Rights Impact Against Against Shareholder Assessment 6 Report on Median Gender/Racial Pay Gap Against Against Shareholder 7 Report on Diversity and Inclusion Against Against Shareholder Efforts -------------------------------------------------------------------------------- NVENT ELECTRIC PLC Ticker: NVT Security ID: G6700G107 Meeting Date: MAY 13, 2022 Meeting Type: Annual Record Date: MAR 18, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jerry W. Burris For For Management 1b Elect Director Susan M. Cameron For For Management 1c Elect Director Michael L. Ducker For For Management 1d Elect Director Randall J. Hogan For For Management 1e Elect Director Danita K. Ostling For For Management 1f Elect Director Nicola Palmer For For Management 1g Elect Director Herbert K. Parker For For Management 1h Elect Director Greg Scheu For For Management 1i Elect Director Beth A. Wozniak For For Management 1j Elect Director Jacqueline Wright For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 4 Renew the Board's Authority to Issue For For Management Shares Under Irish Law 5 Authorize the Board's Authority to For For Management Opt-Out of Statutory Pre-Emptions Rights Under Irish Law 6 Authorize Price Range for Reissuance For For Management of Treasury Shares -------------------------------------------------------------------------------- NXP SEMICONDUCTORS N.V. Ticker: NXPI Security ID: N6596X109 Meeting Date: JUN 01, 2022 Meeting Type: Annual Record Date: MAY 04, 2022 # 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 Reelect Annette Clayton as For For Management Non-Executive Director 3d Reelect Anthony Foxx as Non-Executive For For Management Director 3e Elect Chunyuan Gu as Non-Executive For For Management Director 3f Reelect Lena Olving as Non-Executive For For Management Director 3g Reelect Julie Southern as For For Management Non-Executive Director 3h Reelect Jasmin Staiblin as For For Management Non-Executive Director 3i Reelect Gregory Summe as Non-Executive For For Management Director 3j Reelect Karl-Henrik Sundstrom as For For Management Non-Executive Director 4 Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital 5 Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances 6 Authorize Share Repurchase Program For For Management 7 Approve Cancellation of Ordinary Shares For For Management 8 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC Ticker: PM Security ID: 718172109 Meeting Date: MAY 04, 2022 Meeting Type: Annual Record Date: MAR 11, 2022 # 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 Against 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 Dessislava Temperley For For Management 1n Elect Director Shlomo Yanai For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Ratify PricewaterhouseCoopers SA as For For Management Auditors 5 Phase Out Production of Against Against Shareholder Health-Hazardous and Addictive Products -------------------------------------------------------------------------------- RAYTHEON TECHNOLOGIES CORPORATION Ticker: RTX Security ID: 75513E101 Meeting Date: APR 25, 2022 Meeting Type: Annual Record Date: MAR 01, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Tracy A. Atkinson For For Management 1b Elect Director Bernard A. Harris, Jr. For For Management 1c Elect Director Gregory J. Hayes For For Management 1d Elect Director George R. Oliver For For Management 1e Elect Director Robert K. (Kelly) For For Management Ortberg 1f Elect Director Margaret L. O'Sullivan For For Management 1g Elect Director Dinesh C. Paliwal For For Management 1h Elect Director Ellen M. Pawlikowski For For Management 1i Elect Director Denise L. Ramos For For Management 1j Elect Director Fredric G. Reynolds For For Management 1k Elect Director Brian C. Rogers For For Management 1l Elect Director James A. Winnefeld, Jr. For For Management 1m Elect Director Robert O. Work 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 Reduce Supermajority Vote Requirement For For Management -------------------------------------------------------------------------------- ROPER TECHNOLOGIES, INC. Ticker: ROP Security ID: 776696106 Meeting Date: JUN 15, 2022 Meeting Type: Annual Record Date: APR 20, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shellye L. Archambeau For For Management 1.2 Elect Director Amy Woods Brinkley For For Management 1.3 Elect Director Irene M. Esteves For For Management 1.4 Elect Director L. Neil Hunn For For Management 1.5 Elect Director Robert D. Johnson For For Management 1.6 Elect Director Thomas P. Joyce, Jr. For For Management 1.7 Elect Director Laura G. Thatcher For For Management 1.8 Elect Director Richard F. Wallman For For Management 1.9 Elect Director Christopher Wright For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- RYMAN HOSPITALITY PROPERTIES, INC. Ticker: RHP Security ID: 78377T107 Meeting Date: MAY 12, 2022 Meeting Type: Annual Record Date: MAR 25, 2022 # 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 Brickman For For Management 1d Elect Director Mark Fioravanti For For Management 1e Elect Director Fazal Merchant For For Management 1f Elect Director Patrick Moore For For Management 1g Elect Director Christine Pantoya For For Management 1h Elect Director Robert Prather, Jr. For For Management 1i Elect Director Colin Reed For For Management 1j Elect Director Michael I. Roth 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 -------------------------------------------------------------------------------- SALESFORCE, INC. Ticker: CRM Security ID: 79466L302 Meeting Date: JUN 09, 2022 Meeting Type: Annual Record Date: APR 14, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc Benioff For For Management 1b Elect Director Bret Taylor For For Management 1c Elect Director Laura Alber For For Management 1d Elect Director Craig Conway For For Management 1e Elect Director Parker Harris For For Management 1f Elect Director Alan Hassenfeld For For Management 1g Elect Director Neelie Kroes For For Management 1h Elect Director Oscar Munoz For For Management 1i Elect Director Sanford Robertson For For Management 1j Elect Director John V. Roos For For Management 1k Elect Director Robin Washington For For Management 1l Elect Director Maynard Webb For For Management 1m Elect Director Susan Wojcicki For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Require Independent Board Chair Against Against Shareholder 7 Oversee and Report a Racial Equity Against Against Shareholder Audit -------------------------------------------------------------------------------- SERVICENOW, INC. Ticker: NOW Security ID: 81762P102 Meeting Date: JUN 09, 2022 Meeting Type: Annual Record Date: APR 11, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan L. Bostrom For For Management 1b Elect Director Teresa Briggs For For Management 1c Elect Director Jonathan C. Chadwick For For Management 1d Elect Director Paul E. Chamberlain For For Management 1e Elect Director Lawrence J. Jackson, Jr. For For Management 1f Elect Director Frederic B. Luddy For For Management 1g Elect Director Jeffrey A. Miller For For Management 1h Elect Director Joseph "Larry" Quinlan For For Management 1i Elect Director Sukumar Rathnam For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- THE BANK OF NEW YORK MELLON CORPORATION Ticker: BK Security ID: 064058100 Meeting Date: APR 12, 2022 Meeting Type: Annual Record Date: FEB 16, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda Z. Cook For For Management 1b Elect Director Joseph J. Echevarria For For Management 1c Elect Director Thomas P. 'Todd' Gibbons For For Management 1d Elect Director M. Amy Gilliland For For Management 1e Elect Director Jeffrey A. Goldstein For For Management 1f Elect Director K. Guru Gowrappan For For Management 1g Elect Director Ralph Izzo For For Management 1h Elect Director Sandra E. 'Sandie' For For Management O'Connor 1i Elect Director Elizabeth E. Robinson For For Management 1j Elect Director Frederick O. Terrell For For Management 1k Elect Director Alfred W. "Al" Zollar For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- THE COCA-COLA COMPANY Ticker: KO Security ID: 191216100 Meeting Date: APR 26, 2022 Meeting Type: Annual Record Date: FEB 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herb 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 Against 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 Maria Elena Lagomasino For For Management 1.9 Elect Director James Quincey For For Management 1.10 Elect Director Caroline J. Tsay For For Management 1.11 Elect Director David B. Weinberg For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Report on External Public Health Costs Against Against Shareholder 5 Report on Global Public Policy and Against Against Shareholder Political Influence 6 Require Independent Board Chair Against Against Shareholder -------------------------------------------------------------------------------- THE GAP, INC. Ticker: GPS Security ID: 364760108 Meeting Date: MAY 10, 2022 Meeting Type: Annual Record Date: MAR 14, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Elisabeth B. Donohue 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 Kathryn Hall For For Management 1f Elect Director Bob L. Martin For For Management 1g Elect Director Amy Miles For For Management 1h Elect Director Chris O'Neill For For Management 1i Elect Director Mayo A. Shattuck, III For For Management 1j Elect Director Salaam Coleman Smith For For Management 1k 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 -------------------------------------------------------------------------------- THE PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475105 Meeting Date: APR 27, 2022 Meeting Type: Annual Record Date: FEB 04, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Joseph Alvarado For For Management 1b Elect Director Debra A. Cafaro For For Management 1c Elect Director Marjorie Rodgers For For Management Cheshire 1d Elect Director William S. Demchak For For Management 1e Elect Director Andrew T. Feldstein For For Management 1f Elect Director Richard J. Harshman For For Management 1g Elect Director Daniel R. Hesse For For Management 1h Elect Director Linda R. Medler For For Management 1i Elect Director Robert A. Niblock For For Management 1j Elect Director Martin Pfinsgraff For For Management 1k Elect Director Bryan S. Salesky For For Management 1l Elect Director Toni Townes-Whitley For For Management 1m Elect Director Michael J. Ward For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Risk Management and Nuclear Against Against Shareholder Weapon Industry -------------------------------------------------------------------------------- THE WALT DISNEY COMPANY Ticker: DIS Security ID: 254687106 Meeting Date: MAR 09, 2022 Meeting Type: Annual Record Date: JAN 10, 2022 # 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 Amy L. Chang For For Management 1e Elect Director Robert A. Chapek For For Management 1f Elect Director Francis A. deSouza For For Management 1g Elect Director Michael B.G. Froman For For Management 1h Elect Director Maria Elena Lagomasino For For Management 1i Elect Director Calvin R. McDonald For For Management 1j Elect Director Mark G. Parker For For Management 1k Elect Director Derica W. Rice For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Lobbying Payments and Policy Against Abstain Shareholder 5 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting 6 Report on Human Rights Due Diligence Against Abstain Shareholder 7 Report on Gender/Racial Pay Gap Against For Shareholder 8 Report on Workplace Non-Discrimination Against Against Shareholder Audit -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 18, 2022 Meeting Type: Annual Record Date: MAR 25, 2022 # 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 Ruby R. Chandy For For Management 1d Elect Director C. Martin Harris For For Management 1e Elect Director Tyler Jacks For For Management 1f Elect Director R. Alexandra Keith 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 Auditors -------------------------------------------------------------------------------- TRUIST FINANCIAL CORPORATION Ticker: TFC Security ID: 89832Q109 Meeting Date: APR 26, 2022 Meeting Type: Annual Record Date: FEB 17, 2022 # 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 Patrick C. Graney, III For For Management 1h Elect Director Linnie M. Haynesworth For For Management 1i Elect Director Kelly S. King For For Management 1j Elect Director Easter A. Maynard For For Management 1k Elect Director Donna S. Morea For For Management 1l Elect Director Charles A. Patton For For Management 1m Elect Director Nido R. Qubein For For Management 1n Elect Director David M. Ratcliffe For For Management 1o Elect Director William H. Rogers, Jr. For For Management 1p Elect Director Frank P. Scruggs, Jr. For For Management 1q Elect Director Christine Sears For For Management 1r Elect Director Thomas E. Skains For For Management 1s Elect Director Bruce L. Tanner For For Management 1t Elect Director Thomas N. Thompson For For Management 1u Elect Director Steven C. Voorhees For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Approve Qualified Employee Stock For For Management Purchase Plan 6 Require Independent Board Chair Against Against Shareholder -------------------------------------------------------------------------------- UDR, INC. Ticker: UDR Security ID: 902653104 Meeting Date: MAY 19, 2022 Meeting Type: Annual Record Date: MAR 21, 2022 # 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 Robert A. McNamara For For Management 1g Elect Director Diane M. Morefield For For Management 1h Elect Director Kevin C. Nickelberry For For Management 1i Elect Director Mark R. Patterson For For Management 1j Elect Director Thomas W. Toomey 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 -------------------------------------------------------------------------------- UNITED RENTALS, INC. Ticker: URI Security ID: 911363109 Meeting Date: MAY 05, 2022 Meeting Type: Annual Record Date: MAR 08, 2022 # 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 Larry D. De Shon For For Management 1d Elect Director Matthew J. Flannery For For Management 1e Elect Director Bobby J. Griffin For For Management 1f Elect Director Kim Harris Jones For For Management 1g Elect Director Terri L. Kelly For For Management 1h Elect Director Michael J. Kneeland For For Management 1i Elect Director Gracia C. Martore For For Management 1j 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 Special For For Management Shareholder Meetings to 15% 5 Reduce Ownership Threshold for Special Against Against Shareholder Shareholder Meetings to 10% -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 06, 2022 Meeting Type: Annual Record Date: APR 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Timothy P. Flynn For For Management 1b Elect Director Paul R. Garcia 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 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 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 5 Report on Congruency of Political Against For Shareholder Spending with Company Values and Priorities -------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Ticker: VLO Security ID: 91913Y100 Meeting Date: APR 28, 2022 Meeting Type: Annual Record Date: MAR 03, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Fred M. Diaz For For Management 1b Elect Director H. Paulett Eberhart For For Management 1c Elect Director Joseph W. Gorder For For Management 1d Elect Director Kimberly S. Greene For For Management 1e Elect Director Deborah P. Majoras For For Management 1f Elect Director Eric D. Mullins For For Management 1g Elect Director Donald L. Nickles For For Management 1h Elect Director Philip J. Pfeiffer For For Management 1i Elect Director Robert A. Profusek 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 Against Management Executive Officers' Compensation 4 Disclose Climate Action Plan and GHG Against For Shareholder Emissions Reduction Targets -------------------------------------------------------------------------------- WALMART INC. Ticker: WMT Security ID: 931142103 Meeting Date: JUN 01, 2022 Meeting Type: Annual Record Date: APR 08, 2022 # 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 Against 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 Randall L. Stephenson For For Management 1j Elect Director S. Robson Walton For For Management 1k 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 Animal Welfare Policies and Against Against Shareholder Practices in Food Supply Chain 5 Create a Pandemic Workforce Advisory Against Against Shareholder Council 6 Report on Impacts of Restrictive Against For Shareholder Reproductive Healthcare Legislation 7 Report on Alignment of Racial Justice Against For Shareholder Goals and Starting Wages 8 Report on a Civil Rights and Against Against Shareholder Non-Discrimination Audit 9 Report on Charitable Contributions Against Against Shareholder 10 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- WELLTOWER INC. Ticker: WELL Security ID: 95040Q104 Meeting Date: MAY 23, 2022 Meeting Type: Annual Record Date: APR 04, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kenneth J. Bacon For For Management 1b Elect Director Karen B. DeSalvo For For Management 1c Elect Director Philip L. Hawkins For For Management 1d Elect Director Dennis G. Lopez For For Management 1e Elect Director Shankh Mitra For For Management 1f Elect Director Ade J. Patton For For Management 1g Elect Director Diana W. Reid For For Management 1h Elect Director Sergio D. Rivera For For Management 1i Elect Director Johnese M. Spisso For For Management 1j Elect Director Kathryn M. Sullivan For For Management 2 Amend Certificate of Incorporation of For For Management Welltower OP Inc. to Remove Welltower Inc. Shareholder Approval for the Amendments of Welltower OP Inc. Certificate of Incorporation and Other Extraordinary Transactions 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ZOETIS INC. Ticker: ZTS Security ID: 98978V103 Meeting Date: MAY 19, 2022 Meeting Type: Annual Record Date: MAR 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Paul M. Bisaro For For Management 1b Elect Director Frank A. D'Amelio For For Management 1c Elect Director Michael B. McCallister For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify KPMG LLP as Auditors For For Management 5 Eliminate Supermajority Vote For For Management Requirements 6 Declassify the Board of Directors For For Management ========== END N-PX REPORT -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VOYA VARIABLE FUNDS By: /s/ Dina Santoro -------------------------- Dina Santoro President Date: August 22, 2022