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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM N-PX
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ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-02514
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VOYA VARIABLE FUNDS
(Exact name of registrant as specified in charter)
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7337 E. Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258
(Address of principal executive offices) (Zip code)
(Name and address of agent for service) With copies to:
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
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Date of fiscal year end: December 31
Date of reporting period: July 1, 2022 - June 30, 2023
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Item 1. Proxy Voting Record
******************************* FORM N-PX REPORT *******************************
ICA File Number: 811-02514
Reporting Period: 07/01/2022 - 06/30/2023
Voya Variable Funds
======================= Voya Growth and Income Portfolio =======================
ABBOTT LABORATORIES
Ticker: ABT Security ID: 002824100
Meeting Date: APR 28, 2023 Meeting Type: Annual
Record Date: MAR 01, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Alpern For For Management
1.2 Elect Director Claire For For Management
Babineaux-Fontenot
1.3 Elect Director Sally E. Blount For For Management
1.4 Elect Director Robert B. Ford For Against Management
1.5 Elect Director Paola Gonzalez For For Management
1.6 Elect Director Michelle A. Kumbier For For Management
1.7 Elect Director Darren W. McDew For For Management
1.8 Elect Director Nancy McKinstry For For Management
1.9 Elect Director Michael G. O'Grady For For Management
1.10 Elect Director Michael F. Roman For For Management
1.11 Elect Director Daniel J. Starks For For Management
1.12 Elect Director John G. Stratton For Against Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Reduce Ownership Threshold for Against Against Shareholder
Shareholders to Call Special Meeting
6 Require Independent Board Chair Against Against Shareholder
7 Report on Lobbying Payments and Policy Against Against Shareholder
8 Adopt Policy to Include Legal and Against Against Shareholder
Compliance Costs in Incentive
Compensation Metrics
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ACTIVISION BLIZZARD, INC.
Ticker: ATVI Security ID: 00507V109
Meeting Date: JUN 21, 2023 Meeting Type: Annual
Record Date: APR 25, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Reveta Bowers For For Management
1b Elect Director Kerry Carr For For Management
1c Elect Director Robert Corti 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
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 PricewaterhouseCoopers LLP as For For Management
Auditors
5 Submit Severance Agreement Against For Shareholder
(Change-in-Control) to Shareholder Vote
6 Adopt Policy on Freedom of Association Against Against Shareholder
and Collective Bargaining
7 Report on Prevention of Harassment and None None Shareholder
Discrimination in the Workplace -
Withdrawn
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AIR PRODUCTS AND CHEMICALS, INC.
Ticker: APD Security ID: 009158106
Meeting Date: JAN 26, 2023 Meeting Type: Annual
Record Date: NOV 30, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Tonit M. Calaway For For Management
1b Elect Director Charles I. Cogut For For Management
1c Elect Director Lisa A. Davis For For Management
1d Elect Director Seifollah (Seifi) For For Management
Ghasemi
1e Elect Director David H. Y. Ho For For Management
1f Elect Director Edward L. Monser For For Management
1g Elect Director Matthew H. Paull For For Management
1h Elect Director Wayne T. Smith 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
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ALCOA CORPORATION
Ticker: AA Security ID: 013872106
Meeting Date: MAY 05, 2023 Meeting Type: Annual
Record Date: MAR 08, 2023
# 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 Carol L. Roberts For For Management
1h Elect Director Jackson (Jackie) P. For For Management
Roberts
1i 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Submit Severance Agreement Against For Shareholder
(Change-in-Control) to Shareholder Vote
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ALCON INC.
Ticker: ALC Security ID: H01301128
Meeting Date: MAY 05, 2023 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 0.21 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 3.9 Million
4.3 Approve Remuneration of Executive For For Management
Committee in the Amount of CHF 41.9
Million
5.1 Reelect Michael Ball as Director and For Against Management
Board Chair
5.2 Reelect Lynn Bleil as Director For For Management
5.3 Reelect Raquel Bono as Director For For Management
5.4 Reelect Arthur Cummings as Director For For Management
5.5 Reelect David Endicott as Director For For Management
5.6 Reelect Thomas Glanzmann as Director For For Management
5.7 Reelect Keith Grossman as Director For Against Management
5.8 Reelect Scott Maw as Director For For Management
5.9 Reelect Karen May as Director For For Management
5.10 Reelect Ines Poeschel as Director For For Management
5.11 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 Scott Maw as Member of the For For Management
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 as For For Management
Independent Proxy
8 Ratify PricewaterhouseCoopers SA as For For Management
Auditors
9.1 Approve Creation of Capital Band For For Management
within the Upper Limit of CHF 22
Million and the Lower Limit of CHF 19
Million with or without Exclusion of
Preemptive Rights
9.2 Approve Creation of CHF 2 Million Pool For For Management
of Conditional Capital for Financings,
Mergers and Acquisitions
9.3 Amend Articles Re: Conversion of For For Management
Shares; Subscription Rights
9.4 Amend Articles Re: General Meetings For For Management
9.5 Amend Articles Re: Board Meetings; For For Management
Powers of the Board of Directors
9.6 Amend Articles Re: Compensation; For For Management
External Mandates for Members of the
Board of Directors and Executive
Committee
10 Transact Other Business (Voting) For Against Management
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AMAZON.COM, INC.
Ticker: AMZN Security ID: 023135106
Meeting Date: MAY 24, 2023 Meeting Type: Annual
Record Date: MAR 30, 2023
# 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 Ratification of Ernst & Young For For Management
LLP as Auditors
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Amend Omnibus Stock Plan For For Management
6 Report on Climate Risk in Retirement Against Against Shareholder
Plan Options
7 Report on Customer Due Diligence Against For Shareholder
8 Revise Transparency Report to Provide Against Against Shareholder
Greater Disclosure on Government
Requests
9 Report on Government Take Down Requests Against Against Shareholder
10 Report on Impact of Climate Change Against Against Shareholder
Strategy Consistent With Just
Transition Guidelines
11 Publish a Tax Transparency Report Against Against Shareholder
12 Report on Climate Lobbying Against Against Shareholder
13 Report on Median and Adjusted Against For Shareholder
Gender/Racial Pay Gaps
14 Report on Cost/Benefit Analysis of Against Against Shareholder
Diversity, Equity and Inclusion
Programs
15 Amend Bylaws to Require Shareholder Against Against Shareholder
Approval of Certain Provisions Related
to Director Nominations by Shareholders
16 Commission Third Party Assessment on Against For Shareholder
Company's Commitment to Freedom of
Association and Collective Bargaining
17 Consider Pay Disparity Between Against Against Shareholder
Executives and Other Employees
18 Report on Animal Welfare Standards Against Against Shareholder
19 Establish a Public Policy Committee Against Against Shareholder
20 Adopt a Policy to Include Against Against Shareholder
Non-Management Employees as
Prospective Director Candidates
21 Commission a Third Party Audit on Against For Shareholder
Working Conditions
22 Report on Efforts to Reduce Plastic Use Against For Shareholder
23 Commission Third Party Study and Against For Shareholder
Report on Risks Associated with Use of
Rekognition
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ANALOG DEVICES, INC.
Ticker: ADI Security ID: 032654105
Meeting Date: MAR 08, 2023 Meeting Type: Annual
Record Date: JAN 03, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Vincent Roche For For Management
1b Elect Director James A. Champy For For Management
1c Elect Director Andre Andonian For For Management
1d Elect Director Anantha P. Chandrakasan For For Management
1e Elect Director Edward H. Frank For For Management
1f Elect Director Laurie H. Glimcher For For Management
1g Elect Director Karen M. Golz For For Management
1h Elect Director Mercedes Johnson For For Management
1i Elect Director Kenton J. Sicchitano For For Management
1j Elect Director Ray Stata For For Management
1k Elect Director Susie Wee 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 Ernst & Young LLP as Auditors For For Management
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APOLLO GLOBAL MANAGEMENT, INC.
Ticker: APO Security ID: 03769M106
Meeting Date: OCT 07, 2022 Meeting Type: Annual
Record Date: AUG 12, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Marc A. Beilinson For For Management
1.2 Elect Director James R. Belardi For For Management
1.3 Elect Director Jessica Bibliowicz For For Management
1.4 Elect Director Walter (Jay) Clayton, For For Management
III
1.5 Elect Director Michael Ducey For For Management
1.6 Elect Director Richard Emerson For Withhold Management
1.7 Elect Director Kerry Murphy Healey For For Management
1.8 Elect Director Mitra Hormozi For For Management
1.9 Elect Director Pamela Joyner For For Management
1.10 Elect Director Scott Kleinman For For Management
1.11 Elect Director A.B. Krongard For For Management
1.12 Elect Director Pauline Richards For For Management
1.13 Elect Director Marc Rowan For For Management
1.14 Elect Director David Simon For Withhold Management
1.15 Elect Director Lynn Swann For For Management
1.16 Elect Director James Zelter For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
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APPLE INC.
Ticker: AAPL Security ID: 037833100
Meeting Date: MAR 10, 2023 Meeting Type: Annual
Record Date: JAN 09, 2023
# 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 Alex Gorsky For For Management
1e Elect Director Andrea Jung For For Management
1f Elect Director Art Levinson For For Management
1g Elect Director Monica Lozano For For Management
1h Elect Director Ron Sugar For For Management
1i 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Report on Civil Rights and Against Against Shareholder
Non-Discrimination Audit
6 Report on Operations in Communist China Against Against Shareholder
7 Adopt a Policy Establishing an Against Against Shareholder
Engagement Process with Proponents to
Shareholder Proposals
8 Report on Median Gender/Racial Pay Gap Against For Shareholder
9 Amend Proxy Access Right Against Against Shareholder
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APTIV PLC
Ticker: APTV Security ID: G6095L109
Meeting Date: APR 26, 2023 Meeting Type: Annual
Record Date: MAR 02, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Kevin P. Clark For For Management
1b Elect Director Richard L. (Rick) For For Management
Clemmer
1c Elect Director Nancy E. Cooper For For Management
1d Elect Director Joseph L. (Jay) Hooley For For Management
1e Elect Director Merit E. Janow For For Management
1f Elect Director Sean O. Mahoney For For Management
1g Elect Director Paul M. Meister For For Management
1h Elect Director Robert K. (Kelly) For For Management
Ortberg
1i Elect Director Colin J. Parris For For Management
1j Elect Director Ana G. Pinczuk 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
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ARTHUR J. GALLAGHER & CO.
Ticker: AJG Security ID: 363576109
Meeting Date: MAY 09, 2023 Meeting Type: Annual
Record Date: MAR 16, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Sherry S. Barrat For For Management
1b Elect Director William L. Bax For For Management
1c Elect Director Teresa H. Clarke For For Management
1d Elect Director D. John Coldman For For Management
1e Elect Director J. Patrick Gallagher, For For Management
Jr.
1f Elect Director David S. Johnson For For Management
1g Elect Director Christopher C. Miskel For For Management
1h Elect Director Ralph J. Nicoletti For For Management
1i Elect Director Norman L. Rosenthal 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Amend Certificate of Incorporation to For For Management
Limit the Personal Liability of
Certain Officers
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AT&T INC.
Ticker: T Security ID: 00206R102
Meeting Date: MAY 18, 2023 Meeting Type: Annual
Record Date: MAR 20, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Scott T. Ford For For Management
1.2 Elect Director Glenn H. Hutchins For For Management
1.3 Elect Director William E. Kennard For For Management
1.4 Elect Director Stephen J. Luczo For For Management
1.5 Elect Director Michael B. McCallister For For Management
1.6 Elect Director Beth E. Mooney For For Management
1.7 Elect Director Matthew K. Rose For For Management
1.8 Elect Director John T. Stankey For For Management
1.9 Elect Director Cynthia B. Taylor For For Management
1.10 Elect Director Luis A. Ubinas 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Require Independent Board Chair Against Against Shareholder
6 Commission Third Party Racial Equity Against Against Shareholder
Audit
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BOSTON SCIENTIFIC CORPORATION
Ticker: BSX Security ID: 101137107
Meeting Date: MAY 04, 2023 Meeting Type: Annual
Record Date: MAR 10, 2023
# 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 Edward J. Ludwig For For Management
1e Elect Director Michael F. Mahoney For For Management
1f Elect Director David J. Roux For For Management
1g Elect Director John E. Sununu For For Management
1h Elect Director David S. Wichmann For For Management
1i 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 Ernst & Young LLP as Auditors For For Management
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BP PLC
Ticker: BP Security ID: 055622104
Meeting Date: APR 27, 2023 Meeting Type: Annual
Record Date: MAR 06, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Remuneration Report For For Management
3 Approve Remuneration Policy For For Management
4 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 Melody Meyer as Director For For Management
9 Re-elect Tushar Morzaria as Director For For Management
10 Re-elect Sir John Sawers as Director For For Management
11 Re-elect Pamela Daley 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 Elect Amanda Blanc as Director For For Management
15 Elect Satish Pai as Director For For Management
16 Elect Hina Nagarajan as Director For For Management
17 Reappoint Deloitte LLP as Auditors For For Management
18 Authorise the Audit Committee to Fix For For Management
Remuneration of Auditors
19 Authorise UK Political Donations and For For Management
Expenditure
20 Authorise Issue of Equity For For Management
21 Authorise Issue of Equity without For For Management
Pre-emptive Rights
22 Authorise Issue of Equity without For For Management
Pre-emptive Rights in Connection with
an Acquisition or Other Capital
Investment
23 Authorise Market Purchase of Ordinary For For Management
Shares
24 Authorise the Company to Call General For For Management
Meeting with Two Weeks' Notice
25 Approve Shareholder Resolution on Against Against Shareholder
Climate Change Targets
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BRISTOL-MYERS SQUIBB COMPANY
Ticker: BMY Security ID: 110122108
Meeting Date: MAY 02, 2023 Meeting Type: Annual
Record Date: MAR 13, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director Peter J. Arduini For For Management
1B Elect Director Deepak L. Bhatt For For Management
1C Elect Director Giovanni Caforio For For Management
1D Elect Director Julia A. Haller For For Management
1E Elect Director Manuel Hidalgo Medina For For Management
1F Elect Director Paula A. Price For For Management
1G Elect Director Derica W. Rice For For Management
1H Elect Director Theodore R. Samuels For For Management
1I Elect Director Gerald L. Storch For For Management
1J Elect Director Karen H. Vousden For For Management
1K Elect Director Phyllis R. Yale 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 Require Independent Board Chair Against Against Shareholder
6 Commission a Civil Rights and Against Against Shareholder
Non-Discrimination Audit
7 Amend Right to Call Special Meeting Against Against Shareholder
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BROADCOM INC.
Ticker: AVGO Security ID: 11135F101
Meeting Date: APR 03, 2023 Meeting Type: Annual
Record Date: FEB 06, 2023
# 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 Amend Omnibus Stock Plan For Against Management
4 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
5 Advisory Vote on Say on Pay Frequency One Year One Year Management
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CF INDUSTRIES HOLDINGS, INC.
Ticker: CF Security ID: 125269100
Meeting Date: MAY 03, 2023 Meeting Type: Annual
Record Date: MAR 10, 2023
# 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Amend Certificate of Incorporation to For For Management
Limit the Liability of Certain Officers
5 Ratify KPMG LLP as Auditors For For Management
6 Require Independent Board Chair Against Against Shareholder
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CONOCOPHILLIPS
Ticker: COP Security ID: 20825C104
Meeting Date: MAY 16, 2023 Meeting Type: Annual
Record Date: MAR 20, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Dennis V. Arriola 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 Advisory Vote on Say on Pay Frequency None One Year Management
5 Provide Right to Call Special Meeting For For Management
6 Approve Omnibus Stock Plan For For Management
7 Require Independent Board Chair Against Against Shareholder
8 Adopt Share Retention Policy For Against For Shareholder
Senior Executives
9 Report on Tax Transparency Against Against Shareholder
10 Report on Lobbying Payments and Policy Against Against Shareholder
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DIAMONDBACK ENERGY, INC.
Ticker: FANG Security ID: 25278X109
Meeting Date: JUN 08, 2023 Meeting Type: Annual
Record Date: APR 13, 2023
# 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 David L. Houston For For Management
1.4 Elect Director Rebecca A. Klein 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 Frank D. Tsuru For For Management
1.9 Elect Director Steven E. West For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Eliminate Supermajority Vote For For Management
Requirement for Amendments of the
Charter and Removal of Directors
4 Provide Right to Call a Special For For Management
Meeting at a 25 Percent Ownership
Threshold
5 Amend Certificate of Incorporation to For For Management
Reflect New Delaware Law Provisions
Regarding Officer Exculpation
6 Ratify Grant Thornton LLP as Auditors For For Management
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DOLBY LABORATORIES, INC.
Ticker: DLB Security ID: 25659T107
Meeting Date: FEB 07, 2023 Meeting Type: Annual
Record Date: DEC 09, 2022
# 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 Withhold Management
1.6 Elect Director Emily Rollins For For Management
1.7 Elect Director Simon Segars For Withhold Management
1.8 Elect Director Anjali Sud For For Management
1.9 Elect Director Avadis Tevanian, Jr. For Withhold Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For Against Management
4 Amend Qualified Employee Stock For For Management
Purchase Plan
5 Ratify KPMG LLP as Auditors For For Management
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EASTMAN CHEMICAL COMPANY
Ticker: EMN Security ID: 277432100
Meeting Date: MAY 04, 2023 Meeting Type: Annual
Record Date: MAR 15, 2023
# 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 Eric L. Butler 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 Linnie M. Haynesworth For For Management
1.7 Elect Director Julie F. Holder For For Management
1.8 Elect Director Renee J. Hornbaker For For Management
1.9 Elect Director Kim Ann Mink For For Management
1.10 Elect Director James J. O'Brien For For Management
1.11 Elect Director David W. Raisbeck For For Management
1.12 Elect Director Charles K. Stevens, III 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Require Independent Board Chair Against Against Shareholder
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ELI LILLY AND COMPANY
Ticker: LLY Security ID: 532457108
Meeting Date: MAY 01, 2023 Meeting Type: Annual
Record Date: FEB 21, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director William G. Kaelin, Jr. For For Management
1b Elect Director David A. Ricks For For Management
1c Elect Director Marschall S. Runge For For Management
1d Elect Director Karen Walker 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 Ernst & Young LLP as Auditors For For Management
5 Declassify the Board of Directors For For Management
6 Eliminate Supermajority Vote For For Management
Requirement
7 Report on Lobbying Payments and Policy Against Against Shareholder
8 Adopt Simple Majority Vote Against Against Shareholder
9 Report on Impact of Extended Patent Against Against Shareholder
Exclusivities on Product Access
10 Report on Risks of Supporting Abortion Against Against Shareholder
11 Publish Third-Party Review of Against Against Shareholder
Alignment of Company's Lobbying
Activities with its Public Statements
12 Report on Effectiveness of Diversity, Against Against Shareholder
Equity and Inclusion Efforts and
Metrics
13 Adopt Policy to Require Third-Party Against Against Shareholder
Organizations to Annually Report
Expenditures for Political Activities
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EVEREST RE GROUP, LTD.
Ticker: RE Security ID: G3223R108
Meeting Date: MAY 17, 2023 Meeting Type: Annual
Record Date: MAR 20, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John J. Amore For For Management
1.2 Elect Director Juan C. Andrade For For Management
1.3 Elect Director William F. Galtney, Jr. For For Management
1.4 Elect Director John A. Graf For For Management
1.5 Elect Director Meryl Hartzband For For Management
1.6 Elect Director Gerri Losquadro For For Management
1.7 Elect Director Hazel McNeilage For For Management
1.8 Elect Director Roger M. Singer For For Management
1.9 Elect Director Joseph V. Taranto 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 Change Company Name to Everest Group, For For Management
Ltd.
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EXPEDIA GROUP, INC.
Ticker: EXPE Security ID: 30212P303
Meeting Date: MAY 31, 2023 Meeting Type: Annual
Record Date: APR 03, 2023
# 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 M. Moina Banerjee For For Management
1d Elect Director Chelsea Clinton For Withhold Management
1e Elect Director Barry Diller For Withhold Management
1f Elect Director Henrique Dubugras For For Management
1g Elect Director Craig Jacobson For Withhold Management
1h Elect Director Peter Kern For For Management
1i Elect Director Dara Khosrowshahi For Withhold Management
1j Elect Director Patricia Menendez Cambo For For Management
1k Elect Director Alex von Furstenberg For For Management
1l Elect Director Julie Whalen For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Amend Omnibus Stock Plan For Against Management
5 Amend Qualified Employee Stock For For Management
Purchase Plan
6 Ratify Ernst & Young LLP as Auditors For For Management
--------------------------------------------------------------------------------
HOWMET AEROSPACE INC.
Ticker: HWM Security ID: 443201108
Meeting Date: MAY 17, 2023 Meeting Type: Annual
Record Date: MAR 21, 2023
# 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 For Management
1f Elect Director David J. Miller For For Management
1g Elect Director Jody G. Miller For For Management
1h Elect Director John C. Plant For For Management
1i Elect Director Ulrich R. Schmidt 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Provide Right to Call a Special Against Against Shareholder
Meeting at a 10 Percent Ownership
Threshold
--------------------------------------------------------------------------------
HUMANA INC.
Ticker: HUM Security ID: 444859102
Meeting Date: APR 20, 2023 Meeting Type: Annual
Record Date: FEB 28, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Raquel C. Bono For For Management
1b Elect Director Bruce D. Broussard For For Management
1c Elect Director Frank A. D'Amelio For For Management
1d Elect Director David T. Feinberg For For Management
1e Elect Director Wayne A. I. Frederick For For Management
1f Elect Director John W. Garratt For For Management
1g Elect Director Kurt J. Hilzinger For For Management
1h Elect Director Karen W. Katz For For Management
1i Elect Director Marcy S. Klevorn For For Management
1j Elect Director William J. McDonald For For Management
1k Elect Director Jorge S. Mesquita For For Management
1l Elect Director Brad D. Smith 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
--------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 16, 2023 Meeting Type: Annual
Record Date: MAR 17, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Linda B. Bammann For For Management
1b Elect Director Stephen B. Burke For For Management
1c Elect Director Todd A. Combs For For Management
1d Elect Director James S. Crown For For Management
1e Elect Director Alicia Boler Davis For For Management
1f Elect Director James Dimon For For Management
1g Elect Director Timothy P. Flynn For For Management
1h Elect Director Alex Gorsky For For Management
1i Elect Director Mellody Hobson For For Management
1j Elect Director Michael A. Neal For For Management
1k Elect Director Phebe N. Novakovic For For Management
1l Elect Director Virginia M. Rometty 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 PricewaterhouseCoopers LLP as For For Management
Auditors
5 Require Independent Board Chair Against Against Shareholder
6 Adopt Time-Bound Policy to Phase Out Against Against Shareholder
Underwriting and Lending for New
Fossil Fuel Development
7 Amend Public Responsibility Committee Against Against Shareholder
Charter to Include Animal Welfare
8 Reduce Ownership Threshold for Against Against Shareholder
Shareholders to Call Special Meeting
9 Report on Climate Transition Plan Against Against Shareholder
Describing Efforts to Align Financing
Activities with GHG Targets
10 Report on Risks Related to Against Against Shareholder
Discrimination Against Individuals
Including Political Views
11 Report on Political Expenditures Against Against Shareholder
Congruence
12 Disclose 2030 Absolute GHG Reduction Against Against Shareholder
Targets Associated with Lending and
Underwriting
--------------------------------------------------------------------------------
MCKESSON CORPORATION
Ticker: MCK Security ID: 58155Q103
Meeting Date: JUL 22, 2022 Meeting Type: Annual
Record Date: MAY 27, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Richard H. Carmona For For Management
1b Elect Director Dominic J. Caruso For For Management
1c Elect Director W. Roy Dunbar For For Management
1d Elect Director James H. Hinton For For Management
1e Elect Director Donald R. Knauss For For Management
1f Elect Director Bradley E. Lerman For For Management
1g Elect Director Linda P. Mantia For For Management
1h Elect Director Maria Martinez For For Management
1i Elect Director Susan R. Salka For For Management
1j Elect Director Brian S. Tyler For For Management
1k Elect Director Kathleen Wilson-Thompson For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Approve Omnibus Stock Plan For For Management
5 Amend Qualified Employee Stock For For Management
Purchase Plan
6 Reduce Ownership Threshold for Against Against Shareholder
Shareholders to Call Special Meeting
7 Adopt Policy on 10b5-1 Plans Against For Shareholder
--------------------------------------------------------------------------------
MICROSOFT CORPORATION
Ticker: MSFT Security ID: 594918104
Meeting Date: DEC 13, 2022 Meeting Type: Annual
Record Date: OCT 12, 2022
# 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 Ratify Deloitte & Touche LLP as For For Management
Auditors
4 Report on Cost/Benefit Analysis of Against Against Shareholder
Diversity and Inclusion
5 Report on Hiring of Persons with Against Against Shareholder
Arrest or Incarceration Records
6 Assess and Report on the Company's Against Against Shareholder
Retirement Funds' Management of
Systemic Climate Risk
7 Report on Government Use of Microsoft Against Against Shareholder
Technology
8 Report on Development of Products for Against Against Shareholder
Military
9 Report on Tax Transparency Against Against Shareholder
--------------------------------------------------------------------------------
MONDELEZ INTERNATIONAL, INC.
Ticker: MDLZ Security ID: 609207105
Meeting Date: MAY 17, 2023 Meeting Type: Annual
Record Date: MAR 08, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Lewis W.K. Booth For For Management
1b Elect Director Charles E. Bunch For For Management
1c Elect Director Ertharin Cousin For For Management
1d Elect Director Jorge S. Mesquita For For Management
1e Elect Director Anindita Mukherjee For For Management
1f Elect Director Jane Hamilton Nielsen For For Management
1g Elect Director Patrick T. Siewert For For Management
1h Elect Director Michael A. Todman For For Management
1i Elect Director Dirk Van de Put 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 PricewaterhouseCoopers LLP as For For Management
Auditors
5 Require Independent Board Chair Against Against Shareholder
6 Report on 2025 Cage-Free Egg Goal Against Against Shareholder
7 Report on Targets to Eradicate Child Against Against Shareholder
Labor in Cocoa Supply Chain
--------------------------------------------------------------------------------
MOTOROLA SOLUTIONS, INC.
Ticker: MSI Security ID: 620076307
Meeting Date: MAY 16, 2023 Meeting Type: Annual
Record Date: MAR 17, 2023
# 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
Auditors
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
--------------------------------------------------------------------------------
NEXTERA ENERGY, INC.
Ticker: NEE Security ID: 65339F101
Meeting Date: MAY 18, 2023 Meeting Type: Annual
Record Date: MAR 22, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Nicole S. Arnaboldi For For Management
1b Elect Director Sherry S. Barrat For For Management
1c Elect Director James L. Camaren For For Management
1d Elect Director Kenneth B. Dunn For For Management
1e Elect Director Naren K. Gursahaney For For Management
1f Elect Director Kirk S. Hachigian For For Management
1g Elect Director John W. Ketchum For For Management
1h Elect Director Amy B. Lane For For Management
1i Elect Director David L. Porges For For Management
1j Elect Director Deborah "Dev" Stahlkopf For For Management
1k Elect Director John A. Stall For For Management
1l Elect Director Darryl L. Wilson For For Management
2 Ratify Deloitte & Touche as Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Disclose Board Skills and Diversity Against For Shareholder
Matrix
--------------------------------------------------------------------------------
NIKE, INC.
Ticker: NKE Security ID: 654106103
Meeting Date: SEP 09, 2022 Meeting Type: Annual
Record Date: JUL 08, 2022
# 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 Qualified Employee Stock For For Management
Purchase Plan
5 Adopt a Policy on China Sourcing Against Against Shareholder
--------------------------------------------------------------------------------
NVIDIA CORPORATION
Ticker: NVDA Security ID: 67066G104
Meeting Date: JUN 22, 2023 Meeting Type: Annual
Record Date: APR 24, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Robert K. Burgess For For Management
1b Elect Director Tench Coxe For For Management
1c Elect Director John O. Dabiri For For Management
1d Elect Director Persis S. Drell For For Management
1e Elect Director Jen-Hsun Huang For For Management
1f Elect Director Dawn Hudson For For Management
1g Elect Director Harvey C. Jones For For Management
1h Elect Director Michael G. McCaffery For For Management
1i Elect Director Stephen C. Neal For For Management
1j Elect Director Mark L. Perry For For Management
1k Elect Director A. Brooke Seawell For For Management
1l Elect Director Aarti Shah For For Management
1m Elect Director Mark A. Stevens 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 PricewaterhouseCoopers LLP as For For Management
Auditors
--------------------------------------------------------------------------------
PALO ALTO NETWORKS, INC.
Ticker: PANW Security ID: 697435105
Meeting Date: DEC 13, 2022 Meeting Type: Annual
Record Date: OCT 14, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Helene D. Gayle For For Management
1b Elect Director James J. Goetz 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
--------------------------------------------------------------------------------
PHILIP MORRIS INTERNATIONAL INC.
Ticker: PM Security ID: 718172109
Meeting Date: MAY 03, 2023 Meeting Type: Annual
Record Date: MAR 10, 2023
# 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 Jacek Olczak For For Management
1j Elect Director Robert B. Polet For For Management
1k Elect Director Dessislava Temperley For For Management
1l Elect Director Shlomo Yanai 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 PricewaterhouseCoopers SA as For For Management
Auditors
5 Disclose Nicotine Level Information, Against Against Shareholder
and Reduce Nicotine Levels in Tobacco
Products
--------------------------------------------------------------------------------
PINTEREST, INC.
Ticker: PINS Security ID: 72352L106
Meeting Date: MAY 25, 2023 Meeting Type: Annual
Record Date: MAR 29, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jeffrey Jordan For For Management
1b Elect Director Jeremy Levine For Against Management
1c Elect Director Gokul Rajaram For Against Management
1d Elect Director Marc Steinberg 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 Prevention of Workplace Against For Shareholder
Harassment and Discrimination
5 Report on Censorship Against Against Shareholder
--------------------------------------------------------------------------------
PROLOGIS, INC.
Ticker: PLD Security ID: 74340W103
Meeting Date: SEP 28, 2022 Meeting Type: Special
Record Date: AUG 08, 2022
# Proposal Mgt Rec Vote Cast Sponsor
1 Issue Shares in Connection with Merger For For Management
2 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
PROLOGIS, INC.
Ticker: PLD Security ID: 74340W103
Meeting Date: MAY 04, 2023 Meeting Type: Annual
Record Date: MAR 07, 2023
# 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 James B. Connor For For Management
1d Elect Director George L. Fotiades For For Management
1e Elect Director Lydia H. Kennard For For Management
1f Elect Director Irving F. Lyons, III For For Management
1g Elect Director Avid Modjtabai For For Management
1h Elect Director David P. O'Connor For For Management
1i Elect Director Olivier Piani For For Management
1j Elect Director Jeffrey L. Skelton For For Management
1k Elect Director Carl B. Webb For For Management
2 Advisory Vote to Ratify Named For Against 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
--------------------------------------------------------------------------------
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
Ticker: PEG Security ID: 744573106
Meeting Date: APR 18, 2023 Meeting Type: Annual
Record Date: FEB 17, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ralph A. LaRossa For For Management
1.2 Elect Director Susan Tomasky For For Management
1.3 Elect Director Willie A. Deese For For Management
1.4 Elect Director Jamie M. Gentoso For For Management
1.5 Elect Director Barry H. Ostrowsky For For Management
1.6 Elect Director Valerie A. Smith For For Management
1.7 Elect Director Scott G. Stephenson For For Management
1.8 Elect Director Laura A. Sugg For For Management
1.9 Elect Director John P. Surma For For Management
1.10 Elect Director Alfred W. Zollar 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
4a Eliminate Supermajority Vote For For Management
Requirements for Certain Business
Combinations
4b Eliminate Supermajority Vote For For Management
Requirements to Remove a Director
Without Cause
4c Eliminate Supermajority Vote For For Management
Requirement to Make Certain Amendments
to By-Laws
5 Ratify Deloitte & Touche LLP as For For Management
Auditors
--------------------------------------------------------------------------------
QUEST DIAGNOSTICS INCORPORATED
Ticker: DGX Security ID: 74834L100
Meeting Date: MAY 17, 2023 Meeting Type: Annual
Record Date: MAR 20, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James E. Davis For For Management
1.2 Elect Director Luis A. Diaz, Jr. For For Management
1.3 Elect Director Tracey C. Doi For For Management
1.4 Elect Director Vicky B. Gregg For For Management
1.5 Elect Director Wright L. Lassiter, III For For Management
1.6 Elect Director Timothy L. Main For For Management
1.7 Elect Director Denise M. Morrison For For Management
1.8 Elect Director Gary M. Pfeiffer For For Management
1.9 Elect Director Timothy M. Ring For For Management
1.10 Elect Director Gail R. Wilensky 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 PricewaterhouseCoopers LLP as For For Management
Auditors
5 Amend Omnibus Stock Plan For For Management
6 Adopt GHG Emissions Reduction Targets Against Against Shareholder
Aligned with the Paris Agreement Goal
--------------------------------------------------------------------------------
ROPER TECHNOLOGIES, INC.
Ticker: ROP Security ID: 776696106
Meeting Date: JUN 13, 2023 Meeting Type: Annual
Record Date: APR 19, 2023
# 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
5 Amend Certificate of Incorporation to For For Management
Permit the Exculpation of Officers
--------------------------------------------------------------------------------
RYMAN HOSPITALITY PROPERTIES, INC.
Ticker: RHP Security ID: 78377T107
Meeting Date: MAY 11, 2023 Meeting Type: Annual
Record Date: MAR 24, 2023
# 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 Mark Fioravanti For For Management
1d Elect Director William E. (Bill) Haslam 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 Against 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Ernst & Young LLP as Auditors For For Management
--------------------------------------------------------------------------------
SERVICENOW, INC.
Ticker: NOW Security ID: 81762P102
Meeting Date: JUN 01, 2023 Meeting Type: Annual
Record Date: APR 04, 2023
# 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 William R. McDermott For For Management
1h Elect Director Jeffrey A. Miller For For Management
1i Elect Director Joseph 'Larry' Quinlan For For Management
1j Elect Director Anita M. Sands For For 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 Elect Director Deborah Black For For Management
--------------------------------------------------------------------------------
STRYKER CORPORATION
Ticker: SYK Security ID: 863667101
Meeting Date: MAY 10, 2023 Meeting Type: Annual
Record Date: MAR 13, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Mary K. Brainerd For For Management
1b Elect Director Giovanni Caforio For For Management
1c Elect Director Srikant M. Datar For For Management
1d Elect Director Allan C. Golston For For Management
1e Elect Director Kevin A. Lobo For For Management
1f Elect Director Sherilyn S. McCoy For For Management
1g Elect Director Andrew K. Silvernail For For Management
1h Elect Director Lisa M. Skeete Tatum For For Management
1i Elect Director Ronda E. Stryker For For Management
1j Elect Director Rajeev Suri 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Report on Political Contributions and Against For Shareholder
Expenditures
--------------------------------------------------------------------------------
THE BANK OF NEW YORK MELLON CORPORATION
Ticker: BK Security ID: 064058100
Meeting Date: APR 12, 2023 Meeting Type: Annual
Record Date: FEB 16, 2023
# 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 M. Amy Gilliland For For Management
1d Elect Director Jeffrey A. Goldstein For For Management
1e Elect Director K. Guru Gowrappan For For Management
1f Elect Director Ralph Izzo For For Management
1g Elect Director Sandra E. "Sandie" For For Management
O'Connor
1h Elect Director Elizabeth E. Robinson For For Management
1i Elect Director Frederick O. Terrell For For Management
1j Elect Director Robin A. Vince 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify KPMG LLP as Auditors For For Management
5 Approve Omnibus Stock Plan For For Management
6 Submit Severance Agreement Against Against Shareholder
(Change-in-Control) to Shareholder Vote
--------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC.
Ticker: GS Security ID: 38141G104
Meeting Date: APR 26, 2023 Meeting Type: Annual
Record Date: FEB 27, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Michele Burns For For Management
1b Elect Director Mark Flaherty For For Management
1c Elect Director Kimberley Harris For For Management
1d Elect Director Kevin Johnson For For Management
1e Elect Director Ellen Kullman For For Management
1f Elect Director Lakshmi Mittal For Against Management
1g Elect Director Adebayo Ogunlesi For For Management
1h Elect Director Peter Oppenheimer For For Management
1i Elect Director David Solomon For For Management
1j Elect Director Jan Tighe For For Management
1k Elect Director Jessica Uhl For For Management
1l Elect Director David Viniar 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 PricewaterhouseCoopers LLP as For For Management
Auditors
5 Report on Lobbying Payments and Policy Against For Shareholder
6 Require Independent Board Chair Against Against Shareholder
7 Publish Third-Party Review on Chinese Against Against Shareholder
Congruency of Certain ETFs
8 Oversee and Report a Racial Equity Against Against Shareholder
Audit
9 Adopt Time-Bound Policy to Phase Out Against Against Shareholder
Underwriting and Lending for New
Fossil Fuel Development
10 Disclose 2030 Absolute GHG Reduction Against Against Shareholder
Targets Associated with Lending and
Underwriting
11 Report on Climate Transition Plan Against For Shareholder
Describing Efforts to Align Financing
Activities with GHG Targets
12 Report on Median Gender/Racial Pay Gap Against For Shareholder
--------------------------------------------------------------------------------
THE KRAFT HEINZ COMPANY
Ticker: KHC Security ID: 500754106
Meeting Date: MAY 04, 2023 Meeting Type: Annual
Record Date: MAR 06, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Gregory E. Abel For For Management
1b Elect Director Humberto P. Alfonso For For Management
1c Elect Director John T. Cahill For For Management
1d Elect Director Lori Dickerson Fouche For For Management
1e Elect Director Diane Gherson For For Management
1f Elect Director Timothy Kenesey For For Management
1g Elect Director Alicia Knapp For For Management
1h Elect Director Elio Leoni Sceti For For Management
1i Elect Director Susan Mulder For For Management
1j Elect Director James Park For For Management
1k Elect Director Miguel Patricio For For Management
1l Elect Director John C. Pope 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 Adopt Simple Majority Vote Against Against Shareholder
5 Report on Supply Chain Water Risk Against For Shareholder
Exposure
6 Commission a Civil Rights and Against Against Shareholder
Non-Discrimination Audit
--------------------------------------------------------------------------------
THE WALT DISNEY COMPANY
Ticker: DIS Security ID: 254687106
Meeting Date: APR 03, 2023 Meeting Type: Annual
Record Date: FEB 08, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Mary T. Barra For For Management
1b Elect Director Safra A. Catz For For Management
1c Elect Director Amy L. Chang For For Management
1d Elect Director Francis A. deSouza For For Management
1e Elect Director Carolyn N. Everson 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 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Report on Risks Related to Operations Against Against Shareholder
in China
6 Report on Charitable Contributions Against Against Shareholder
7 Report on Political Expenditures Against Against Shareholder
--------------------------------------------------------------------------------
THERMO FISHER SCIENTIFIC INC.
Ticker: TMO Security ID: 883556102
Meeting Date: MAY 24, 2023 Meeting Type: Annual
Record Date: MAR 27, 2023
# 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 James C. Mullen For For Management
1h Elect Director Lars R. Sorensen For For Management
1i Elect Director Debora L. Spar For For Management
1j Elect Director Scott M. Sperling For For Management
1k Elect Director Dion J. Weisler 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 PricewaterhouseCoopers LLP as For For Management
Auditors
5 Amend Omnibus Stock Plan For For Management
6 Approve Qualified Employee Stock For For Management
Purchase Plan
--------------------------------------------------------------------------------
TRUIST FINANCIAL CORPORATION
Ticker: TFC Security ID: 89832Q109
Meeting Date: APR 25, 2023 Meeting Type: Annual
Record Date: FEB 16, 2023
# 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Require Independent Board Chair Against Against Shareholder
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TWILIO INC.
Ticker: TWLO Security ID: 90138F102
Meeting Date: JUN 13, 2023 Meeting Type: Annual
Record Date: APR 17, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles Bell For For Management
1.2 Elect Director Jeffrey Immelt For For Management
1.3 Elect Director Erika Rottenberg For Withhold Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
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UNITED RENTALS, INC.
Ticker: URI Security ID: 911363109
Meeting Date: MAY 04, 2023 Meeting Type: Annual
Record Date: MAR 07, 2023
# 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 Francisco J. For For Management
Lopez-Balboa
1j Elect Director Gracia C. Martore 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Reduce Ownership Threshold for For For Management
Shareholders to Request Action by
Written Consent to 15%
6 Reduce Ownership Threshold for Against Against Shareholder
Shareholders to Request Action by
Written Consent to 10%
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VALERO ENERGY CORPORATION
Ticker: VLO Security ID: 91913Y100
Meeting Date: MAY 09, 2023 Meeting Type: Annual
Record Date: MAR 13, 2023
# 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 Marie A. Ffolkes For For Management
1d Elect Director Joseph W. Gorder For For Management
1e Elect Director Kimberly S. Greene For For Management
1f Elect Director Deborah P. Majoras For For Management
1g Elect Director Eric D. Mullins For For Management
1h Elect Director Donald L. Nickles 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 For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Report on Climate Transition Plan and Against Against Shareholder
GHG Emissions Reduction Targets
6 Oversee and Report a Racial Equity Against Against Shareholder
Audit
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VERTEX PHARMACEUTICALS INCORPORATED
Ticker: VRTX Security ID: 92532F100
Meeting Date: MAY 17, 2023 Meeting Type: Annual
Record Date: MAR 23, 2023
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Sangeeta Bhatia For For Management
1.2 Elect Director Lloyd Carney For For Management
1.3 Elect Director Alan Garber For For Management
1.4 Elect Director Terrence Kearney For For Management
1.5 Elect Director Reshma Kewalramani For For Management
1.6 Elect Director Jeffrey Leiden For For Management
1.7 Elect Director Diana McKenzie For For Management
1.8 Elect Director Bruce Sachs For For Management
1.9 Elect Director Suketu Upadhyay 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
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WELLTOWER INC.
Ticker: WELL Security ID: 95040Q104
Meeting Date: MAY 23, 2023 Meeting Type: Annual
Record Date: APR 03, 2023
# 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 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
========== END N-PX REPORT
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VOYA VARIABLE FUNDS
By: /s/ Andy Simonoff
-----------------------------------
Andy Simonoff
President
Date: August 23, 2023