UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-1976
NAME OF REGISTRANT: Sequoia Fund, Inc.
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 9 West 57th Street, Suite
5000
New York, NY 10019
NAME AND ADDRESS OF AGENT FOR SERVICE: John B Harris
Ruane, Cunniff & Goldfarb
L.P.
9 West 57th Street, Suite
5000
New York, NY 10019
REGISTRANT'S TELEPHONE NUMBER: 800-686-6884
DATE OF FISCAL YEAR END: 12/31
DATE OF REPORTING PERIOD: 07/01/2018 - 06/30/2019
Sequoia Fund
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ALPHABET INC. Agenda Number: 935018956
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Security: 02079K305
Meeting Type: Annual
Meeting Date: 19-Jun-2019
Ticker: GOOGL
ISIN: US02079K3059
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Larry Page Mgmt For For
Sergey Brin Mgmt For For
John L. Hennessy Mgmt For For
L. John Doerr Mgmt For For
Roger W. Ferguson, Jr. Mgmt For For
Ann Mather Mgmt For For
Alan R. Mulally Mgmt For For
Sundar Pichai Mgmt For For
K. Ram Shriram Mgmt For For
Robin L. Washington Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as Alphabet's independent
registered public accounting firm for the
fiscal year ending December 31, 2019.
3. The amendment and restatement of Alphabet's Mgmt For For
2012 Stock Plan to increase the share
reserve by 3,000,000 shares of Class C
capital stock.
4. A stockholder proposal regarding equal Shr Against For
shareholder voting, if properly presented
at the meeting.
5. A stockholder proposal regarding Shr Against For
inequitable employment practices, if
properly presented at the meeting.
6. A stockholder proposal regarding the Shr Against For
establishment of a societal risk oversight
committee, if properly presented at the
meeting.
7. A stockholder proposal regarding a report Shr Against For
on sexual harassment risk management, if
properly presented at the meeting.
8. A stockholder proposal regarding majority Shr Against For
vote for the election of directors, if
properly presented at the meeting.
9. A stockholder proposal regarding a report Shr Against For
on gender pay, if properly presented at the
meeting.
10. A stockholder proposal regarding strategic Shr Against For
alternatives, if properly presented at the
meeting.
11. A stockholder proposal regarding the Shr Against For
nomination of an employee representative
director, if properly presented at the
meeting.
12. A stockholder proposal regarding simple Shr Against For
majority vote, if properly presented at the
meeting.
13. A stockholder proposal regarding a Shr Against For
sustainability metrics report, if properly
presented at the meeting.
14. A stockholder proposal regarding Google Shr Against For
Search in China, if properly presented at
the meeting.
15. A stockholder proposal regarding a clawback Shr Against For
policy, if properly presented at the
meeting.
16. A stockholder proposal regarding a report Shr Against For
on content governance, if properly
presented at the meeting.
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AMAZON.COM, INC. Agenda Number: 934985954
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Security: 023135106
Meeting Type: Annual
Meeting Date: 22-May-2019
Ticker: AMZN
ISIN: US0231351067
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Jeffrey P. Bezos Mgmt For For
1b. Election of Director: Rosalind G. Brewer Mgmt For For
1c. Election of Director: Jamie S. Gorelick Mgmt For For
1d. Election of Director: Daniel P. Mgmt For For
Huttenlocher
1e. Election of Director: Judith A. McGrath Mgmt For For
1f. Election of Director: Indra K. Nooyi Mgmt For For
1g. Election of Director: Jonathan J. Mgmt For For
Rubinstein
1h. Election of Director: Thomas O. Ryder Mgmt For For
1i. Election of Director: Patricia Q. Mgmt For For
Stonesifer
1j. Election of Director: Wendell P. Weeks Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
4. SHAREHOLDER PROPOSAL REQUESTING AN ANNUAL Shr Against For
REPORT ON MANAGEMENT OF FOOD WASTE.
5. SHAREHOLDER PROPOSAL REQUESTING A REDUCTION Shr Against For
IN THE OWNERSHIP THRESHOLD FOR CALLING
SPECIAL SHAREHOLDER MEETINGS.
6. SHAREHOLDER PROPOSAL REQUESTING A BAN ON Shr Against For
GOVERNMENT USE OF CERTAIN TECHNOLOGIES.
7. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
THE IMPACT OF GOVERNMENT USE OF CERTAIN
TECHNOLOGIES.
8. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
CERTAIN PRODUCTS.
9. SHAREHOLDER PROPOSAL REQUESTING AN Shr Against For
INDEPENDENT BOARD CHAIR POLICY.
10. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
CERTAIN EMPLOYMENT POLICIES.
11. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
CLIMATE CHANGE TOPICS.
12. SHAREHOLDER PROPOSAL REQUESTING A BOARD Shr Against For
IDEOLOGY DISCLOSURE POLICY.
13. SHAREHOLDER PROPOSAL REQUESTING CHANGES TO Shr Against For
THE COMPANY'S GENDER PAY REPORTING.
14. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
INTEGRATING CERTAIN METRICS INTO EXECUTIVE
COMPENSATION.
15. SHAREHOLDER PROPOSAL REGARDING Shr Against For
VOTE-COUNTING PRACTICES FOR SHAREHOLDER
PROPOSALS.
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BERKSHIRE HATHAWAY INC. Agenda Number: 934943362
--------------------------------------------------------------------------------------------------------------------------
Security: 084670108
Meeting Type: Annual
Meeting Date: 04-May-2019
Ticker: BRKA
ISIN: US0846701086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Warren E. Buffett Mgmt For For
Charles T. Munger Mgmt For For
Gregory E. Abel Mgmt For For
Howard G. Buffett Mgmt For For
Stephen B. Burke Mgmt For For
Susan L. Decker Mgmt For For
William H. Gates III Mgmt For For
David S. Gottesman Mgmt For For
Charlotte Guyman Mgmt For For
Ajit Jain Mgmt For For
Thomas S. Murphy Mgmt For For
Ronald L. Olson Mgmt For For
Walter Scott, Jr. Mgmt For For
Meryl B. Witmer Mgmt For For
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BERKSHIRE HATHAWAY INC. Agenda Number: 934943362
--------------------------------------------------------------------------------------------------------------------------
Security: 084670702
Meeting Type: Annual
Meeting Date: 04-May-2019
Ticker: BRKB
ISIN: US0846707026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Warren E. Buffett Mgmt For For
Charles T. Munger Mgmt For For
Gregory E. Abel Mgmt For For
Howard G. Buffett Mgmt For For
Stephen B. Burke Mgmt For For
Susan L. Decker Mgmt For For
William H. Gates III Mgmt For For
David S. Gottesman Mgmt For For
Charlotte Guyman Mgmt For For
Ajit Jain Mgmt For For
Thomas S. Murphy Mgmt For For
Ronald L. Olson Mgmt For For
Walter Scott, Jr. Mgmt For For
Meryl B. Witmer Mgmt For For
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BOOKING HOLDINGS INC. Agenda Number: 935004957
--------------------------------------------------------------------------------------------------------------------------
Security: 09857L108
Meeting Type: Annual
Meeting Date: 06-Jun-2019
Ticker: BKNG
ISIN: US09857L1089
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Timothy M. Armstrong Mgmt For For
Jeffery H. Boyd Mgmt For For
Glenn D. Fogel Mgmt For For
Mirian Graddick-Weir Mgmt For For
James M. Guyette Mgmt For For
Wei Hopeman Mgmt For For
Robert J. Mylod, Jr. Mgmt For For
Charles H. Noski Mgmt For For
Nancy B. Peretsman Mgmt For For
Nicholas J. Read Mgmt For For
Thomas E. Rothman Mgmt For For
Lynn M. Vojvodich Mgmt For For
Vanessa A. Wittman Mgmt For For
2. Ratification of Deloitte & Touche LLP as Mgmt For For
our independent registered public
accounting firm for the fiscal year ending
December 31, 2019.
3. Advisory Vote to Approve 2018 Executive Mgmt For For
Compensation.
4. Stockholder Proposal requesting that the Shr Against For
Company amend its proxy access bylaw.
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CARMAX, INC. Agenda Number: 935018805
--------------------------------------------------------------------------------------------------------------------------
Security: 143130102
Meeting Type: Annual
Meeting Date: 25-Jun-2019
Ticker: KMX
ISIN: US1431301027
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director for a one-year term: Mgmt For For
Peter J. Bensen
1b. Election of Director for a one-year term: Mgmt For For
Ronald E. Blaylock
1c. Election of Director for a one-year term: Mgmt For For
Sona Chawla
1d. Election of Director for a one-year term: Mgmt For For
Thomas J. Folliard
1e. Election of Director for a one-year term: Mgmt For For
Shira Goodman
1f. Election of Director for a one-year term: Mgmt For For
Robert J. Hombach
1g. Election of Director for a one-year term: Mgmt For For
David W. McCreight
1h. Election of Director for a one-year term: Mgmt For For
William D. Nash
1i. Election of Director for a one-year term: Mgmt For For
Pietro Satriano
1j. Election of Director for a one-year term: Mgmt For For
Marcella Shinder
1k. Election of Director for a one-year term: Mgmt For For
Mitchell D. Steenrod
2. To ratify the appointment of KPMG LLP as Mgmt For For
independent registered public accounting
firm.
3. To approve, in an advisory (non-binding) Mgmt For For
vote, the compensation of our named
executive officers.
4. To approve the CarMax, Inc. 2002 Stock Mgmt For For
Incentive Plan, as amended and restated.
5. To vote on a shareholder proposal regarding Shr Against For
a report on political contributions, if
properly presented at the meeting.
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CONSTELLATION SOFTWARE INC, TORONTO Agenda Number: 710896878
--------------------------------------------------------------------------------------------------------------------------
Security: 21037X100
Meeting Type: MIX
Meeting Date: 02-May-2019
Ticker:
ISIN: CA21037X1006
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR
RESOLUTIONS 3 AND 4 AND 'IN FAVOR' OR
'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1.1
TO 1.10 AND 2. THANK YOU
1.1 ELECTION OF DIRECTOR: JEFF BENDER Mgmt For For
1.2 ELECTION OF DIRECTOR: LAWRENCE CUNNINGHAM Mgmt For For
1.3 ELECTION OF DIRECTOR: MEREDITH (SAM) HAYES Mgmt For For
1.4 ELECTION OF DIRECTOR: ROBERT KITTEL Mgmt For For
1.5 ELECTION OF DIRECTOR: MARK LEONARD Mgmt For For
1.6 ELECTION OF DIRECTOR: PAUL MCFEETERS Mgmt For For
1.7 ELECTION OF DIRECTOR: MARK MILLER Mgmt For For
1.8 ELECTION OF DIRECTOR: LORI O'NEILL Mgmt For For
1.9 ELECTION OF DIRECTOR: STEPHEN R. SCOTCHMER Mgmt For For
1.10 ELECTION OF DIRECTOR: ROBIN VAN POELJE Mgmt For For
2 RE-APPOINTMENT OF KPMG LLP, AS AUDITORS OF Mgmt For For
THE CORPORATION FOR THE ENSUING YEAR AND TO
AUTHORIZE THE DIRECTORS TO FIX THE
REMUNERATION TO BE PAID TO THE AUDITORS
3 A SPECIAL RESOLUTION AUTHORIZING AND Mgmt For For
APPROVING AN AMENDMENT TO THE ARTICLES TO
INCREASE THE MAXIMUM NUMBER OF DIRECTORS
FROM TEN TO FIFTEEN, AS MORE PARTICULARLY
DESCRIBED IN THE ACCOMPANYING MANAGEMENT
INFORMATION CIRCULAR (SEE SCHEDULE A)
4 AN ADVISORY VOTE TO ACCEPT THE Mgmt For For
CORPORATION'S APPROACH TO EXECUTIVE
COMPENSATION AS MORE PARTICULARLY DESCRIBED
IN THE ACCOMPANYING MANAGEMENT INFORMATION
CIRCULAR
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CREDIT ACCEPTANCE CORPORATION Agenda Number: 935001711
--------------------------------------------------------------------------------------------------------------------------
Security: 225310101
Meeting Type: Annual
Meeting Date: 05-Jun-2019
Ticker: CACC
ISIN: US2253101016
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Glenda J. Flanagan Mgmt For For
Brett A. Roberts Mgmt For For
Thomas N. Tryforos Mgmt For For
Scott J. Vassalluzzo Mgmt For For
2. Advisory vote to approve named executive Mgmt For For
officer compensation.
3. Ratification of the selection of Grant Mgmt For For
Thornton LLP as Credit Acceptance
Corporation's independent registered public
accounting firm for 2019.
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EUROFINS SCIENTIFIC SE Agenda Number: 710810804
--------------------------------------------------------------------------------------------------------------------------
Security: F3322K104
Meeting Type: MIX
Meeting Date: 25-Apr-2019
Ticker:
ISIN: FR0000038259
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT 17 APR 2019: PLEASE NOTE THAT THIS IS A Non-Voting
EUROPEAN COMPANY FOR WHICH ABSTAIN VOTES
ARE ALLOWED
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE
CMMT IN CASE AMENDMENTS OR NEW RESOLUTIONS ARE Non-Voting
PRESENTED DURING THE MEETING, YOUR VOTE
WILL DEFAULT TO 'ABSTAIN'. SHARES CAN
ALTERNATIVELY BE PASSED TO THE CHAIRMAN OR
A NAMED THIRD PARTY TO VOTE ON ANY SUCH
ITEM RAISED. SHOULD YOU WISH TO PASS
CONTROL OF YOUR SHARES IN THIS WAY, PLEASE
CONTACT YOUR BROADRIDGE CLIENT SERVICE
REPRESENTATIVE. THANK YOU
A.1 ACKNOWLEDGE BOARD'S REPORTS Mgmt For For
A.2 ACKNOWLEDGE AUDITOR'S REPORTS Mgmt For For
A.3 APPROVE CONSOLIDATED FINANCIAL STATEMENTS Mgmt For For
A.4 APPROVE FINANCIAL STATEMENTS Mgmt For For
A.5 APPROVE ALLOCATION OF INCOME Mgmt For For
A.6 APPROVE DISCHARGE OF DIRECTORS Mgmt For For
A.7 APPROVE DISCHARGE OF AUDITORS Mgmt For For
A.8 RENEW APPOINTMENT OF AUDITOR Mgmt For For
A.9 APPROVE REMUNERATION OF DIRECTORS Mgmt For For
A.10 ACKNOWLEDGE INFORMATION ON REPURCHASE Mgmt For For
PROGRAM
A.11 AUTHORIZE BOARD TO RATIFY AND EXECUTE Mgmt For For
APPROVED RESOLUTIONS
S.12 APPROVE SHARE REPURCHASE PROGRAM AND Mgmt For For
AUTHORIZE CANCELLATION OF REPURCHASED
SHARES
S.13 AMEND ARTICLE 13 OF THE ARTICLES OF Mgmt For For
ASSOCIATION
CMMT 17 APR 2019: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO RECEIPT OF UPDATED AGENDA
FOR RESOLUTIONS.12 AND MODIFICATION OF THE
TEXT IN COMMENT. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
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FACEBOOK, INC. Agenda Number: 934995082
--------------------------------------------------------------------------------------------------------------------------
Security: 30303M102
Meeting Type: Annual
Meeting Date: 30-May-2019
Ticker: FB
ISIN: US30303M1027
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Peggy Alford Mgmt For For
Marc L. Andreessen Mgmt For For
Kenneth I. Chenault Mgmt For For
S. D. Desmond-Hellmann Mgmt For For
Sheryl K. Sandberg Mgmt For For
Peter A. Thiel Mgmt For For
Jeffrey D. Zients Mgmt For For
Mark Zuckerberg Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Facebook, Inc.'s independent
registered public accounting firm for the
fiscal year ending December 31, 2019.
3. To approve, on a non-binding advisory Mgmt For For
basis, the compensation program for
Facebook, Inc.'s named executive officers
as disclosed in Facebook, Inc.'s proxy
statement.
4. To vote, on a non-binding advisory basis, Mgmt 3 Years For
whether a non-binding advisory vote on the
compensation program for Facebook, Inc.'s
named executive officers should be held
every one, two or three years.
5. A stockholder proposal regarding change in Shr Against For
stockholder voting.
6. A stockholder proposal regarding an Shr Against For
independent chair.
7. A stockholder proposal regarding majority Shr Against For
voting for directors.
8. A stockholder proposal regarding true Shr Against For
diversity board policy.
9. A stockholder proposal regarding a content Shr Against For
governance report.
10. A stockholder proposal regarding median Shr Against For
gender pay gap.
11. A stockholder proposal regarding workforce Shr Against For
diversity.
12. A stockholder proposal regarding strategic Shr Against For
alternatives.
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HISCOX LTD Agenda Number: 710940063
--------------------------------------------------------------------------------------------------------------------------
Security: G4593F138
Meeting Type: AGM
Meeting Date: 16-May-2019
Ticker:
ISIN: BMG4593F1389
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO APPROVE THE ANNUAL REPORT AND ACCOUNTS Mgmt For For
FOR THE YEAR ENDED 31 DECEMBER 2018
2 TO APPROVE THE ANNUAL REPORT ON Mgmt For For
REMUNERATION 2018
3 TO APPROVE A FINAL DIVIDEND OF 28.6 CENTS Mgmt For For
PER ORDINARY SHARE
4 TO RE-APPOINT ROBERT CHILDS AS A DIRECTOR Mgmt For For
5 TO RE-APPOINT CAROLINE FOULGER AS A Mgmt For For
DIRECTOR
6 TO RE-APPOINT MICHAEL GOODWIN AS A DIRECTOR Mgmt For For
7 TO RE-APPOINT THOMAS HURLIMANN AS A Mgmt For For
DIRECTOR
8 TO RE-APPOINT HAMAYOU AKBAR HUSSAIN AS A Mgmt For For
DIRECTOR
9 TO RE-APPOINT COLIN KEOGH AS A DIRECTOR Mgmt For For
10 TO RE-APPOINT ANNE MACDONALD AS A DIRECTOR Mgmt For For
11 TO RE-APPOINT BRONISLAW MASOJADA AS A Mgmt For For
DIRECTOR
12 TO RE-APPOINT CONSTANTINOS MIRANTHIS AS A Mgmt For For
DIRECTOR
13 TO RE-APPOINT LYNN PIKE AS A DIRECTOR Mgmt For For
14 TO RE-APPOINT RICHARD WATSON AS A DIRECTOR Mgmt For For
15 TO RE-APPOINT PRICEWATERHOUSECOOPERS LTD AS Mgmt For For
AUDITORS OF THE COMPANY
16 TO AUTHORISE THE AUDIT COMMITTEE TO SET THE Mgmt For For
AUDITORS REMUNERATION
17 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For
18 TO DIS-APPLY PRE-EMPTION RIGHTS Mgmt For For
19 TO DIS-APPLY PRE-EMPTION RIGHTS ON AN Mgmt For For
ADDITIONAL 5 PERCENT OF SHARES
20 TO AUTHORISE THE COMPANY TO PURCHASE ITS Mgmt For For
OWN SHARES
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HISCOX LTD Agenda Number: 711106408
--------------------------------------------------------------------------------------------------------------------------
Security: G4593F138
Meeting Type: EGM
Meeting Date: 16-May-2019
Ticker:
ISIN: BMG4593F1389
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO APPROVE THE SCRIP DIVIDEND SCHEME Mgmt For For
2 TO AUTHORISE THE DIRECTORS TO CAPITALISE Mgmt For For
SUMS IN CONNECTION WITH THE SCRIP DIVIDEND
SCHEME
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JACOBS ENGINEERING GROUP INC. Agenda Number: 934909271
--------------------------------------------------------------------------------------------------------------------------
Security: 469814107
Meeting Type: Annual
Meeting Date: 16-Jan-2019
Ticker: JEC
ISIN: US4698141078
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Joseph R. Bronson Mgmt For For
1b. Election of Director: Juan Jose Suarez Mgmt For For
Coppel
1c. Election of Director: Robert C. Davidson, Mgmt For For
Jr.
1d. Election of Director: Steven J. Demetriou Mgmt For For
1e. Election of Director: General Ralph E. Mgmt For For
Eberhart
1f. Election of Director: Dawne S. Hickton Mgmt For For
1g. Election of Director: Linda Fayne Levinson Mgmt For For
1h. Election of Director: Robert A. McNamara Mgmt For For
1i. Election of Director: Peter J. Robertson Mgmt For For
1j. Election of Director: Christopher M.T. Mgmt For For
Thompson
1k. Election of Director: Barry L. Williams Mgmt For For
2. Advisory vote to approve the Company's Mgmt For For
executive compensation.
3. To ratify the appointment of Ernst & Young Mgmt For For
LLP as the Company's independent registered
public accounting firm.
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LIBERTY BROADBAND CORPORATION Agenda Number: 935006571
--------------------------------------------------------------------------------------------------------------------------
Security: 530307107
Meeting Type: Annual
Meeting Date: 23-May-2019
Ticker: LBRDA
ISIN: US5303071071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Richard R. Green Mgmt For For
Gregory B. Maffei Mgmt For For
2. A proposal to ratify the selection of KPMG Mgmt For For
LLP as our independent auditors for the
fiscal year ending December 31, 2019.
3. A proposal to adopt the Liberty Broadband Mgmt For For
Corporation 2019 Omnibus Incentive Plan.
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LIBERTY MEDIA CORPORATION Agenda Number: 935017219
--------------------------------------------------------------------------------------------------------------------------
Security: 531229870
Meeting Type: Annual
Meeting Date: 30-May-2019
Ticker: FWONA
ISIN: US5312298707
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
John C. Malone Mgmt For For
Robert R. Bennett Mgmt For For
M. Ian G. Gilchrist Mgmt For For
2. A proposal to ratify the selection of KPMG Mgmt For For
LLP as our independent auditors for the
fiscal year ending December 31, 2019.
--------------------------------------------------------------------------------------------------------------------------
MASTERCARD INCORPORATED Agenda Number: 935017233
--------------------------------------------------------------------------------------------------------------------------
Security: 57636Q104
Meeting Type: Annual
Meeting Date: 25-Jun-2019
Ticker: MA
ISIN: US57636Q1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of director: Richard Mgmt For For
Haythornthwaite
1b. Election of director: Ajay Banga Mgmt For For
1c. Election of director: David R. Carlucci Mgmt For For
1d. Election of director: Richard K. Davis Mgmt For For
1e. Election of director: Steven J. Freiberg Mgmt For For
1f. Election of director: Julius Genachowski Mgmt For For
1g. Election of director: Choon Phong Goh Mgmt For For
1h. Election of director: Merit E. Janow Mgmt For For
1i. Election of director: Oki Matsumoto Mgmt For For
1j. Election of director: Youngme Moon Mgmt For For
1k. Election of director: Rima Qureshi Mgmt For For
1l. Election of director: Jose Octavio Reyes Mgmt For For
Lagunes
1m. Election of director: Gabrielle Sulzberger Mgmt For For
1n. Election of director: Jackson Tai Mgmt For For
1o. Election of director: Lance Uggla Mgmt For For
2. Advisory approval of Mastercard's executive Mgmt For For
compensation
3. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the
independent registered public accounting
firm for Mastercard for 2019
4. Consideration of a stockholder proposal on Shr Against For
gender pay gap
5. Consideration of a stockholder proposal on Shr Against For
creation of a human rights committee
--------------------------------------------------------------------------------------------------------------------------
MELROSE INDUSTRIES PLC Agenda Number: 710892628
--------------------------------------------------------------------------------------------------------------------------
Security: G5973J178
Meeting Type: AGM
Meeting Date: 09-May-2019
Ticker:
ISIN: GB00BZ1G4322
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE COMPANY'S AUDITED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2018, TOGETHER WITH THE REPORTS
THEREON
2 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For
REPORT FOR THE YEAR ENDED 31 DECEMBER 2018
3 TO DECLARE A FINAL DIVIDEND OF 3.05P PER Mgmt For For
ORDINARY SHARE
4 TO RE-ELECT CHRISTOPHER MILLER AS A Mgmt For For
DIRECTOR
5 TO RE-ELECT DAVID ROPER AS A DIRECTOR Mgmt For For
6 TO RE-ELECT SIMON PECKHAM AS A DIRECTOR Mgmt For For
7 TO RE-ELECT GEOFFREY MARTIN AS A DIRECTOR Mgmt For For
8 TO RE-ELECT JUSTIN DOWLEY AS A DIRECTOR Mgmt For For
9 TO RE-ELECT LIZ HEWITT AS A DIRECTOR Mgmt For For
10 TO RE-ELECT DAVID LIS AS A DIRECTOR Mgmt For For
11 TO RE-ELECT ARCHIE G. KANE AS A DIRECTOR Mgmt For For
12 TO ELECT CHARLOTTE TWYNING AS A DIRECTOR Mgmt For For
13 TO RE-APPOINT DELOITTE LLP AS AUDITOR Mgmt For For
14 TO AUTHORISE THE AUDIT COMMITTEE TO Mgmt For For
DETERMINE THE AUDITOR'S REMUNERATION
15 TO RENEW THE AUTHORITY GIVEN TO DIRECTORS Mgmt For For
TO ALLOT SHARES
16 TO GIVE THE DIRECTORS AUTHORITY TO ALLOT Mgmt For For
EQUITY SECURITIES WITHOUT APPLICATION OF
PRE-EMPTION RIGHTS
17 TO GIVE THE DIRECTORS AUTHORITY TO ALLOT Mgmt For For
EQUITY SECURITIES FOR THE PURPOSE OF
FINANCING AN ACQUISITION OR OTHER CAPITAL
INVESTMENT WITHOUT APPLICATION OF
PRE-EMPTION RIGHTS
18 TO AUTHORISE MARKET PURCHASES OF SHARES Mgmt For For
19 TO APPROVE THE CALLING OF A GENERAL MEETING Mgmt For For
OTHER THAN AN ANNUAL GENERAL MEETING ON NOT
LESS THAN 14 CLEAR DAYS' NOTICE
--------------------------------------------------------------------------------------------------------------------------
MOHAWK INDUSTRIES, INC. Agenda Number: 934976854
--------------------------------------------------------------------------------------------------------------------------
Security: 608190104
Meeting Type: Annual
Meeting Date: 23-May-2019
Ticker: MHK
ISIN: US6081901042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A Election of Director for a term of three Mgmt For For
years: Joseph A. Onorato
1B Election of Director for a term of three Mgmt For For
years: William H. Runge, III
1C Election of Director for a term of three Mgmt For For
years: W. Christopher Wellborn
2. The ratification of the selection of KPMG Mgmt For For
LLP as the Company's independent registered
public accounting firm
3. Advisory vote to approve executive Mgmt For For
compensation, as disclosed in the Company's
Proxy Statement for the 2019 Annual Meeting
of Stockholders
--------------------------------------------------------------------------------------------------------------------------
NASPERS LIMITED Agenda Number: 709773382
--------------------------------------------------------------------------------------------------------------------------
Security: S53435103
Meeting Type: AGM
Meeting Date: 24-Aug-2018
Ticker:
ISIN: ZAE000015889
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O.1 ACCEPTANCE OF ANNUAL FINANCIAL STATEMENTS Mgmt For For
O.2 CONFIRMATION AND APPROVAL OF PAYMENT OF Mgmt For For
DIVIDENDS
O.3 REAPPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
INC. AS AUDITOR
O.4 TO CONFIRM THE APPOINTMENT OF M R SOROUR AS Mgmt For For
A NONEXECUTIVE DIRECTOR
O.5.1 TO ELECT THE FOLLOWING DIRECTOR: C L Mgmt For For
ENENSTEIN
O.5.2 TO ELECT THE FOLLOWING DIRECTOR: D G Mgmt For For
ERIKSSON
O.5.3 TO ELECT THE FOLLOWING DIRECTOR: H J DU Mgmt For For
TOIT
O.5.4 TO ELECT THE FOLLOWING DIRECTOR: G LIU Mgmt For For
O.5.5 TO ELECT THE FOLLOWING DIRECTOR: R OLIVEIRA Mgmt For For
DE LIMA
O.6.1 APPOINTMENT OF THE FOLLOWING AUDIT Mgmt For For
COMMITTEE MEMBER: D G ERIKSSON
O.6.2 APPOINTMENT OF THE FOLLOWING AUDIT Mgmt For For
COMMITTEE MEMBER: B J VAN DER ROSS
O.6.3 APPOINTMENT OF THE FOLLOWING AUDIT Mgmt For For
COMMITTEE MEMBER: R C C JAFTA
O.7 TO ENDORSE THE COMPANY'S REMUNERATION Mgmt For For
POLICY
O.8 TO APPROVE THE IMPLEMENTATION OF THE Mgmt For For
REMUNERATION POLICY AS SET OUT IN THE
REMUNERATION REPORT
O.9 APPROVAL OF GENERAL AUTHORITY PLACING Mgmt For For
UNISSUED SHARES UNDER THE CONTROL OF THE
DIRECTORS
O.10 APPROVAL OF GENERAL ISSUE OF SHARES FOR Mgmt For For
CASH
O.11 AUTHORISATION TO IMPLEMENT ALL RESOLUTIONS Mgmt For For
ADOPTED AT THE ANNUAL GENERAL MEETING
S.1.1 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTORS: PROPOSED FINANCIAL
YEAR 31 MARCH 2020: BOARD - CHAIR
S.1.2 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTORS: PROPOSED FINANCIAL
YEAR 31 MARCH 2020: BOARD - MEMBER
S.1.3 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTORS: PROPOSED FINANCIAL
YEAR 31 MARCH 2020: AUDIT COMMITTEE - CHAIR
S.1.4 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTORS: PROPOSED FINANCIAL
YEAR 31 MARCH 2020: AUDIT COMMITTEE -
MEMBER
S.1.5 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTORS: PROPOSED FINANCIAL
YEAR 31 MARCH 2020: RISK COMMITTEE - CHAIR
S.1.6 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTORS: PROPOSED FINANCIAL
YEAR 31 MARCH 2020: RISK COMMITTEE - MEMBER
S.1.7 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTORS: PROPOSED FINANCIAL
YEAR 31 MARCH 2020: HUMAN RESOURCES AND
REMUNERATION COMMITTEE - CHAIR
S.1.8 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTORS: PROPOSED FINANCIAL
YEAR 31 MARCH 2020: HUMAN RESOURCES AND
REMUNERATION COMMITTEE - MEMBER
S.1.9 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTORS: PROPOSED FINANCIAL
YEAR 31 MARCH 2020: NOMINATION COMMITTEE -
CHAIR
S.110 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTORS: PROPOSED FINANCIAL
YEAR 31 MARCH 2020: NOMINATION COMMITTEE -
MEMBER
S.111 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTORS: PROPOSED FINANCIAL
YEAR 31 MARCH 2020: SOCIAL AND ETHICS
COMMITTEE - CHAIR
S.112 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTORS: PROPOSED FINANCIAL
YEAR 31 MARCH 2020: SOCIAL AND ETHICS
COMMITTEE - MEMBER
S.113 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTORS: PROPOSED FINANCIAL
YEAR 31 MARCH 2020: TRUSTEES OF GROUP SHARE
SCHEMES/OTHER PERSONNEL FUNDS
S.2 APPROVE GENERALLY THE PROVISION OF Mgmt For For
FINANCIAL ASSISTANCE IN TERMS OF SECTION 44
OF THE ACT
S.3 APPROVE GENERALLY THE PROVISION OF Mgmt For For
FINANCIAL ASSISTANCE IN TERMS OF SECTION 45
OF THE ACT
S.4 GENERAL AUTHORITY FOR THE COMPANY OR ITS Mgmt For For
SUBSIDIARIES TO ACQUIRE N ORDINARY SHARES
IN THE COMPANY
S.5 GENERAL AUTHORITY FOR THE COMPANY OR ITS Mgmt For For
SUBSIDIARIES TO ACQUIRE A ORDINARY SHARES
IN THE COMPANY
--------------------------------------------------------------------------------------------------------------------------
ROLLS-ROYCE HOLDINGS PLC Agenda Number: 710794517
--------------------------------------------------------------------------------------------------------------------------
Security: G76225104
Meeting Type: AGM
Meeting Date: 02-May-2019
Ticker:
ISIN: GB00B63H8491
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE COMPANY'S ACCOUNTS AND THE Mgmt For For
REPORTS OF THE DIRECTORS AND THE AUDITOR
FOR THE YEAR ENDED 31 DECEMBER 2018
2 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For
REPORT FOR THE YEAR ENDED 31 DECEMBER 2018
3 TO RE-ELECT IAN DAVIS AS A DIRECTOR OF THE Mgmt For For
COMPANY
4 TO RE-ELECT WARREN EAST CBE AS A DIRECTOR Mgmt For For
OF THE COMPANY
5 TO RE-ELECT STEPHEN DAINTITH AS A DIRECTOR Mgmt For For
OF THE COMPANY
6 TO RE-ELECT LEWIS BOOTH CBE AS A DIRECTOR Mgmt For For
OF THE COMPANY
7 TO RE-ELECT RUTH CAIRNIE AS A DIRECTOR OF Mgmt For For
THE COMPANY
8 TO RE-ELECT SIR FRANK CHAPMAN AS A Mgmt For For
DIRECTOR OF THE COMPANY
9 TO RE-ELECT IRENE DORNER AS A DIRECTOR OF Mgmt For For
THE COMPANY
10 TO RE-ELECT BEVERLY GOULET AS A DIRECTOR Mgmt For For
OF THE COMPANY
11 TO RE-ELECT LEE HSIEN YANG AS A DIRECTOR Mgmt For For
OF THE COMPANY
12 TO RE-ELECT NICK LUFF AS A DIRECTOR OF THE Mgmt For For
COMPANY
13 TO RE-ELECT BRADLEY SINGER AS A DIRECTOR OF Mgmt For For
THE COMPANY
14 TO RE-ELECT SIR KEVIN SMITH CBE AS A Mgmt For For
DIRECTOR OF THE COMPANY
15 TO RE-ELECT JASMIN STAIBLIN AS A DIRECTOR Mgmt For For
OF THE COMPANY
16 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP Mgmt For For
(PWC) AS THE COMPANY'S AUDITOR
17 TO AUTHORISE THE AUDIT COMMITTEE, ON BEHALF Mgmt For For
OF THE BOARD, TO DETERMINE THE AUDITOR'S
REMUNERATION
18 TO AUTHORISE PAYMENTS TO SHAREHOLDERS Mgmt For For
19 TO AUTHORISE POLITICAL DONATIONS AND Mgmt For For
POLITICAL EXPENDITURE
20 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For
21 TO DISAPPLY PRE-EMPTION RIGHTS Mgmt For For
22 TO AUTHORISE THE COMPANY TO PURCHASE ITS Mgmt For For
OWN SHARES
--------------------------------------------------------------------------------------------------------------------------
ROYAL VOPAK N.V. Agenda Number: 710670200
--------------------------------------------------------------------------------------------------------------------------
Security: N5075T159
Meeting Type: AGM
Meeting Date: 17-Apr-2019
Ticker:
ISIN: NL0009432491
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 OPENING Non-Voting
2 DISCUSSION OF THE MANAGEMENT REPORT FOR THE Non-Voting
2018 FINANCIAL YEAR
3 IMPLEMENTATION OF THE REMUNERATION POLICY Non-Voting
FOR THE 2018 FINANCIAL YEAR
4 DISCUSSION AND ADOPTION OF THE FINANCIAL Mgmt For For
STATEMENTS FOR THE 2018 FINANCIAL YEAR
5.A DIVIDEND: EXPLANATION OF POLICY ON Non-Voting
ADDITIONS TO RESERVES AND DIVIDENDS
5.B DIVIDEND: PROPOSED DISTRIBUTION OF DIVIDEND Mgmt For For
FOR THE 2018 FINANCIAL YEAR: EUR 1.10 PER
SHARE
6 DISCHARGE FROM LIABILITY OF THE MEMBERS OF Mgmt For For
THE EXECUTIVE BOARD FOR THE PERFORMANCE OF
THEIR DUTIES IN THE 2018 FINANCIAL YEAR
7 DISCHARGE FROM LIABILITY OF THE MEMBERS OF Mgmt For For
THE SUPERVISORY BOARD FOR THE PERFORMANCE
OF THEIR DUTIES IN THE 2018 FINANCIAL YEAR
8 APPOINTMENT OF MRS. N. GIADROSSI AS MEMBER Mgmt For For
OF THE SUPERVISORY BOARD
9 REMUNERATION POLICY OF THE MEMBERS OF THE Mgmt For For
EXECUTIVE BOARD
10 REMUNERATION OF THE MEMBERS OF THE Mgmt For For
SUPERVISORY BOARD
11 PROPOSAL TO AUTHORIZE THE EXECUTIVE BOARD Mgmt For For
TO ACQUIRE ORDINARY SHARES
12 APPOINTMENT OF DELOITTE ACCOUNTANTS B.V. AS Mgmt For For
THE EXTERNAL AUDITOR FOR THE 2020 FINANCIAL
YEAR
13 ANY OTHER BUSINESS Non-Voting
14 CLOSING Non-Voting
CMMT 07 MAR 2019: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO RECEIPT OF DIVIDEND AMOUNT
IN RESOLUTION 5.B. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
THE A2 MILK COMPANY LTD Agenda Number: 710123732
--------------------------------------------------------------------------------------------------------------------------
Security: Q2774Q104
Meeting Type: AGM
Meeting Date: 20-Nov-2018
Ticker:
ISIN: NZATME0002S8
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSAL "5" AND VOTES CAST BY ANY
INDIVIDUAL OR RELATED PARTY WHO BENEFIT
FROM THE PASSING OF THE PROPOSAL/S WILL BE
DISREGARDED. HENCE, IF YOU HAVE OBTAINED
BENEFIT OR DO EXPECT TO OBTAIN FUTURE
BENEFIT YOU SHOULD NOT VOTE (OR VOTE
"ABSTAIN") FOR THE RELEVANT PROPOSAL ITEMS.
1 THAT THE DIRECTORS OF THE COMPANY BE Mgmt For For
AUTHORISED TO FIX THE FEES AND EXPENSES OF
THE COMPANY'S AUDITOR, ERNST & YOUNG, FOR
THE ENSUING YEAR
2 THAT JAYNE HRDLICKA, WHO WAS APPOINTED A Mgmt For For
DIRECTOR OF THE COMPANY BY THE BOARD DURING
THE YEAR, AND WHO WILL RETIRE AT THE
MEETING IN ACCORDANCE WITH THE COMPANY'S
CONSTITUTION, BE ELECTED AS A DIRECTOR OF
THE COMPANY
3 THAT PETER HINTON, WHO WILL RETIRE AT THE Mgmt For For
MEETING BY ROTATION IN ACCORDANCE WITH THE
COMPANY'S CONSTITUTION, BE RE-ELECTED AS A
DIRECTOR OF THE COMPANY
4 THAT WARWICK EVERY-BURNS, WHO WILL RETIRE Mgmt For For
AT THE MEETING BY ROTATION IN ACCORDANCE
WITH THE COMPANY'S CONSTITUTION, BE
RE-ELECTED AS A DIRECTOR OF THE COMPANY
5 THAT THE MAXIMUM TOTAL ANNUAL REMUNERATION Mgmt For For
POOL ABLE TO BE PAID TO NON-EXECUTIVE
DIRECTORS IN THEIR CAPACITY AS DIRECTORS OF
THE COMPANY AND ITS SUBSIDIARIES BE
INCREASED BY NZD 415,000 FROM NZD 950,000
TO A MAXIMUM OF NZD 1,365,000, TO BE PAID
AND ALLOCATED AMONGST CURRENT AND ANY
POTENTIAL NEW DIRECTORS (OTHER THAN THE
MANAGING DIRECTOR) OVER TIME AS THE BOARD
CONSIDERS APPROPRIATE AND, FOR THIS
PURPOSE, "NON-EXECUTIVE DIRECTOR" INCLUDES
THE CHAIR IN HIS CAPACITY AS A DIRECTOR OF
THE COMPANY AND ITS SUBSIDIARIES, AS
FURTHER DESCRIBED IN THE EXPLANATORY NOTES
TO THE NOTICE OF MEETING
--------------------------------------------------------------------------------------------------------------------------
THE CHARLES SCHWAB CORPORATION Agenda Number: 934966687
--------------------------------------------------------------------------------------------------------------------------
Security: 808513105
Meeting Type: Annual
Meeting Date: 15-May-2019
Ticker: SCHW
ISIN: US8085131055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: John K. Adams, Jr. Mgmt For For
1b. Election of Director: Stephen A. Ellis Mgmt For For
1c. Election of Director: Arun Sarin Mgmt For For
1d. Election of Director: Charles R. Schwab Mgmt For For
1e. Election of Director: Paula A. Sneed Mgmt For For
2. Ratification of the selection of Deloitte & Mgmt For For
Touche LLP as independent auditors
3. Advisory vote to approve named executive Mgmt For For
officer compensation
4. Stockholder Proposal requesting annual Shr Against For
disclosure of EEO-1 data
--------------------------------------------------------------------------------------------------------------------------
THE TJX COMPANIES, INC. Agenda Number: 934884594
--------------------------------------------------------------------------------------------------------------------------
Security: 872540109
Meeting Type: Special
Meeting Date: 22-Oct-2018
Ticker: TJX
ISIN: US8725401090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. An amendment to the Company's Fourth Mgmt For For
Restated Certificate of Incorporation to
increase the number of authorized shares of
common stock, par value $1.00 per share,
from 1,200,000,000 shares to 1,800,000,000
shares.
--------------------------------------------------------------------------------------------------------------------------
VIVENDI SA Agenda Number: 710676644
--------------------------------------------------------------------------------------------------------------------------
Security: F97982106
Meeting Type: MIX
Meeting Date: 15-Apr-2019
Ticker:
ISIN: FR0000127771
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE
CMMT IN CASE AMENDMENTS OR NEW RESOLUTIONS ARE Non-Voting
PRESENTED DURING THE MEETING, YOUR VOTE
WILL DEFAULT TO 'ABSTAIN'. SHARES CAN
ALTERNATIVELY BE PASSED TO THE CHAIRMAN OR
A NAMED THIRD PARTY TO VOTE ON ANY SUCH
ITEM RAISED. SHOULD YOU WISH TO PASS
CONTROL OF YOUR SHARES IN THIS WAY, PLEASE
CONTACT YOUR BROADRIDGE CLIENT SERVICE
REPRESENTATIVE. THANK YOU
CMMT 27 MAR 2019: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/public
ations/balo/pdf/2019/0308/201903081900467.pd
f AND
https://www.journal-officiel.gouv.fr/public
ations/balo/pdf/2019/0327/201903271900777.pd
f; PLEASE NOTE THAT THIS IS A REVISION DUE
TO MODIFICATION OF THE TEXT OF RESOLUTION
E.35 AND ADDITION OF URL LINK. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
O.1 APPROVAL OF THE REPORTS AND CORPORATE Mgmt No vote
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR
2018
O.2 APPROVAL OF THE REPORTS AND CONSOLIDATED Mgmt No vote
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR
2018
O.3 APPROVAL OF THE STATUTORY AUDITORS' SPECIAL Mgmt No vote
REPORT ON THE REGULATED AGREEMENTS AND
COMMITMENTS
O.4 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt No vote
2018, SETTING OF THE DIVIDEND AND ITS DATE
OF PAYMENT
O.5 APPROVAL OF THE COMPENSATION COMPONENTS AND Mgmt No vote
BENEFITS OF ANY KIND PAID OR AWARDED FOR
THE FINANCIAL YEAR 2018 TO MR. VINCENT
BOLLORE, DUE TO HIS MANDATE AS CHAIRMAN OF
THE SUPERVISORY BOARD
O.6 APPROVAL OF THE COMPENSATION COMPONENTS AND Mgmt No vote
BENEFITS OF ANY KIND PAID OR AWARDED FOR
THE FINANCIAL YEAR 2018 TO MR. YANNICK
BOLLORE, DUE TO HIS MANDATE AS CHAIRMAN OF
THE SUPERVISORY BOARD
O.7 APPROVAL OF THE COMPENSATION COMPONENTS AND Mgmt No vote
BENEFITS OF ANY KIND PAID OR AWARDED FOR
THE FINANCIAL YEAR 2018 TO MR. ARNAUD DE
PUYFONTAINE, DUE TO HIS MANDATE AS CHAIRMAN
OF THE MANAGEMENT BOARD
O.8 APPROVAL OF THE COMPENSATION COMPONENTS AND Mgmt No vote
BENEFITS OF ANY KIND PAID OR AWARDED FOR
THE FINANCIAL YEAR 2018 TO MR. GILLES ALIX,
DUE TO HIS MANDATE AS MEMBER OF THE
MANAGEMENT BOARD
O.9 APPROVAL OF THE COMPENSATION COMPONENTS AND Mgmt No vote
BENEFITS OF ANY KIND PAID OR AWARDED FOR
THE FINANCIAL YEAR 2018 TO MR. CEDRIC DE
BAILLIENCOURT, DUE TO HIS MANDATE AS MEMBER
OF THE MANAGEMENT BOARD
O.10 APPROVAL OF THE COMPENSATION COMPONENTS AND Mgmt No vote
BENEFITS OF ANY KIND PAID OR AWARDED FOR
THE FINANCIAL YEAR 2018 TO MR. FREDERIC
CREPIN, DUE TO HIS MANDATE AS MEMBER OF THE
MANAGEMENT BOARD
O.11 APPROVAL OF THE COMPENSATION COMPONENTS AND Mgmt No vote
BENEFITS OF ANY KIND PAID OR AWARDED FOR
THE FINANCIAL YEAR 2018 TO MR. SIMON
GILLHAM, DUE TO HIS MANDATE AS MEMBER OF
THE MANAGEMENT BOARD
O.12 APPROVAL OF THE COMPENSATION COMPONENTS AND Mgmt No vote
BENEFITS OF ANY KIND PAID OR AWARDED FOR
THE FINANCIAL YEAR 2018 TO MR. HERVE
PHILIPPE, DUE TO HIS MANDATE AS MEMBER OF
THE MANAGEMENT BOARD
O.13 APPROVAL OF THE COMPENSATION COMPONENTS AND Mgmt No vote
BENEFITS OF ANY KIND PAID OR AWARDED FOR
THE FINANCIAL YEAR 2018 TO MR. STEPHANE
ROUSSEL, DUE TO HIS MANDATE AS MEMBER OF
THE MANAGEMENT BOARD
O.14 APPROVAL OF THE PRINCIPLES AND CRITERIA FOR Mgmt No vote
DETERMINING, DISTRIBUTING AND ALLOCATING
COMPENSATION ELEMENTS AND BENEFITS OF ANY
KIND ATTRIBUTABLE, DUE TO THEIR MANDATES,
TO THE MEMBERS OF THE SUPERVISORY BOARD AND
TO ITS CHAIRMAN FOR THE FINANCIAL YEAR 2019
O.15 APPROVAL OF THE PRINCIPLES AND CRITERIA FOR Mgmt No vote
DETERMINING, DISTRIBUTING AND ALLOCATING
COMPENSATION ELEMENTS AND BENEFITS OF ANY
KIND ATTRIBUTABLE, DUE TO HIS MANDATE, TO
THE CHAIRMAN OF THE MANAGEMENT BOARD FOR
THE FINANCIAL YEAR 2019
O.16 APPROVAL OF THE PRINCIPLES AND CRITERIA FOR Mgmt No vote
DETERMINING, DISTRIBUTING AND ALLOCATING
COMPENSATION ELEMENTS AND BENEFITS OF ANY
KIND ATTRIBUTABLE, DUE TO THEIR MANDATES,
TO THE MEMBERS OF THE MANAGEMENT BOARD FOR
THE FINANCIAL YEAR 2019
O.17 APPROVAL OF THE STATUTORY AUDITORS' SPECIAL Mgmt No vote
REPORT PREPARED PURSUANT TO ARTICLE L.
225-88 OF THE FRENCH COMMERCIAL CODE
RELATING TO THE CONTINUATION OF THE
CONDITIONAL COMMITMENT MADE IN FAVOUR OF
THE CHAIRMAN OF THE MANAGEMENT BOARD,
REFERRED TO IN ARTICLE L. 225- 90-1 OF THE
FRENCH COMMERCIAL CODE
O.18 APPROVAL OF THE STATUTORY AUDITORS' SPECIAL Mgmt No vote
REPORT PREPARED PURSUANT TO ARTICLE L.
225-88 OF THE FRENCH COMMERCIAL CODE
RELATING TO THE CONTINUATION OF THE
COMMITMENT, UNDER THE DEFINED COLLECTIVE
SUPPLEMENTARY PENSION SCHEME, REFERRED TO
IN ARTICLE L. 225-90-1 OF THE COMMERCIAL
CODE TAKEN IN FAVOUR OF MR. ARNAUD DE
PUYFONTAINE
O.19 APPROVAL OF THE STATUTORY AUDITORS' SPECIAL Mgmt No vote
REPORT PREPARED PURSUANT TO ARTICLE L.
225-88 OF THE FRENCH COMMERCIAL CODE
RELATING TO THE CONTINUATION OF THE
COMMITMENT, UNDER THE DEFINED COLLECTIVE
SUPPLEMENTARY PENSION SCHEME, REFERRED TO
IN ARTICLE L. 225-90-1 OF THE COMMERCIAL
CODE TAKEN IN FAVOUR OF MR. GILLES ALIX
O.20 APPROVAL OF THE STATUTORY AUDITORS' SPECIAL Mgmt No vote
REPORT PREPARED PURSUANT TO ARTICLE L.
225-88 OF THE FRENCH COMMERCIAL CODE
RELATING TO THE CONTINUATION OF THE
COMMITMENT, UNDER THE DEFINED COLLECTIVE
SUPPLEMENTARY PENSION SCHEME, REFERRED TO
IN ARTICLE L. 225-90-1 OF THE COMMERCIAL
CODE TAKEN IN FAVOUR OF MR. CEDRIC DE
BAILLIENCOURT
O.21 APPROVAL OF THE STATUTORY AUDITORS' SPECIAL Mgmt No vote
REPORT PREPARED PURSUANT TO ARTICLE L.
225-88 OF THE FRENCH COMMERCIAL CODE
RELATING TO THE CONTINUATION OF THE
COMMITMENT, UNDER THE DEFINED COLLECTIVE
SUPPLEMENTARY PENSION SCHEME, REFERRED TO
IN ARTICLE L. 225-90-1 OF THE COMMERCIAL
CODE TAKEN IN FAVOUR OF MR. FREDERIC CREPIN
O.22 APPROVAL OF THE STATUTORY AUDITORS' SPECIAL Mgmt No vote
REPORT PREPARED PURSUANT TO ARTICLE L.
225-88 OF THE FRENCH COMMERCIAL CODE
RELATING TO THE CONTINUATION OF THE
COMMITMENT, UNDER THE DEFINED COLLECTIVE
SUPPLEMENTARY PENSION SCHEME, REFERRED TO
IN ARTICLE L. 225-90-1 OF THE COMMERCIAL
CODE TAKEN IN FAVOUR OF MR. SIMON GILLHAM
O.23 APPROVAL OF THE STATUTORY AUDITORS' SPECIAL Mgmt No vote
REPORT PREPARED PURSUANT TO ARTICLE L.
225-88 OF THE FRENCH COMMERCIAL CODE
RELATING TO THE CONTINUATION OF THE
COMMITMENT, UNDER THE DEFINED COLLECTIVE
SUPPLEMENTARY PENSION SCHEME, REFERRED TO
IN ARTICLE L. 225-90-1 OF THE COMMERCIAL
CODE TAKEN IN FAVOUR OF MR. HERVE PHILIPPE
O.24 APPROVAL OF THE STATUTORY AUDITORS' SPECIAL Mgmt No vote
REPORT PREPARED PURSUANT TO ARTICLE L.
225-88 OF THE FRENCH COMMERCIAL CODE
RELATING TO THE CONTINUATION OF THE
COMMITMENT, UNDER THE DEFINED COLLECTIVE
SUPPLEMENTARY PENSION SCHEME, REFERRED TO
IN ARTICLE L. 225-90-1 OF THE COMMERCIAL
CODE TAKEN IN FAVOUR OF MR. STEPHANE
ROUSSEL
O.25 APPOINTMENT OF MR. CYRILLE BOLLORE AS A Mgmt No vote
MEMBER OF THE SUPERVISORY BOARD
O.26 RENEWAL OF THE TERM OF OFFICE OF MR. Mgmt No vote
DOMINIQUE DELPORT AS A MEMBER OF THE
SUPERVISORY BOARD
O.27 AUTHORIZATION TO BE GRANTED TO THE Mgmt No vote
MANAGEMENT BOARD FOR THE COMPANY TO
PURCHASE ITS OWN SHARES WITHIN THE LIMIT OF
10% OF THE CAPITAL
E.28 AUTHORIZATION TO BE GRANTED TO THE Mgmt No vote
MANAGEMENT BOARD IN ORDER TO REDUCE THE
SHARE CAPITAL BY CANCELLING SHARES
E.29 REDUCTION OF THE CAPITAL BY A MAXIMUM Mgmt No vote
NOMINAL AMOUNT OF 1,796,072,014 EUROS,
REPRESENTING APPROXIMATELY 25% OF THE
CAPITAL, BY WAY OF REPURCHASE BY THE
COMPANY OF ITS OWN SHARES WITHIN THE LIMIT
OF 326,558,548 MAXIMUM SHARES FOLLOWED BY
THE CANCELLATION OF THE SHARES REPURCHASED,
AND AUTHORIZATION TO BE GRANTED TO THE
MANAGEMENT BOARD TO FORMULATE A REPURCHASE
PUBLIC OFFER FOR ALL SHAREHOLDERS,
IMPLEMENT THE CAPITAL REDUCTION AND SET THE
FINAL AMOUNT
E.30 DELEGATION GRANTED TO THE MANAGEMENT BOARD Mgmt No vote
TO INCREASE, WITH THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT, THE CAPITAL
BY ISSUING COMMON SHARES OR ANY
TRANSFERABLE SECURITIES GRANTING ACCESS TO
EQUITY SECURITIES OF THE COMPANY WITHIN THE
LIMIT OF A NOMINAL AMOUNT OF 750 MILLION
EUROS
E.31 DELEGATION GRANTED TO THE MANAGEMENT BOARD Mgmt No vote
IN ORDER TO INCREASE THE CAPITAL BY
CAPITALIZING PREMIUMS, RESERVES, PROFITS OR
OTHERS, WITHIN THE LIMIT OF A CEILING OF
NOMINAL AMOUNT OF 375 MILLION EUROS
E.32 DELEGATION GRANTED TO THE MANAGEMENT BOARD Mgmt No vote
TO DECIDE TO INCREASE THE SHARE CAPITAL FOR
THE BENEFIT OF EMPLOYEES AND RETIREES WHO
ARE MEMBERS OF THE GROUP SAVINGS PLAN,
WITHOUT RETENTION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT
E.33 DELEGATION GRANTED TO THE MANAGEMENT BOARD Mgmt No vote
TO DECIDE TO INCREASE THE SHARE CAPITAL FOR
THE BENEFIT OF EMPLOYEES OF VIVENDI'S
FOREIGN SUBSIDIARIES THAT ARE MEMBERS OF
VIVENDI'S INTERNATIONAL GROUP SAVINGS PLAN
OR FOR THE PURPOSES OF SETTING UP ANY
EQUIVALENT MECHANISM, WITHOUT RETENTION OF
THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT
E.34 APPROVAL OF THE TRANSFORMATION OF THE Mgmt No vote
SOCIAL FORM OF THE COMPANY, BY ADOPTION OF
THE EUROPEAN CORPORATE FORM WITH MANAGEMENT
BOARD AND SUPERVISORY BOARD AND THE TERMS
OF THE TRANSFORMATION PROJECT
E.35 CORPORATE NAME OF THE COMPANY - ADOPTION OF Mgmt No vote
THE TEXT OF THE COMPANY BYLAWS UNDER ITS
NEW FORM OF EUROPEAN COMPANY: VIVENDI SE
E.36 POWERS TO CARRY OUT FORMALITIES Mgmt No vote
* Management position unknown
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.
(Registrant) Sequoia Fund, Inc.
By (Signature) /s/ John B Harris
Name John B Harris
Title President and CEO
Date 07/26/2019