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: 811-3445
NAME OF REGISTRANT: The Merger Fund
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: Westchester Capital Management,
LLC
100 Summit Lake Drive
Valhalla, NY 10595
NAME AND ADDRESS OF AGENT FOR SERVICE: Bruce Rubin
The Merger Fund
100 Summit Lake Drive
Valhalla, NY 10595
REGISTRANT'S TELEPHONE NUMBER: (914)741-5600
DATE OF FISCAL YEAR END: 12/31
DATE OF REPORTING PERIOD: 07/01/2018 - 06/30/2019
THE MERGER FUND
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ADVANCED DISPOSAL SERVICES INC. Agenda Number: 935041602
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Security: 00790X101
Meeting Type: Special
Meeting Date: 28-Jun-2019
Ticker: ADSW
ISIN: US00790X1019
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To adopt the Agreement and Plan of Merger Mgmt For For
(as may be amended from time to time, the
merger agreement), dated as of April 14,
2019, by and among Advanced Disposal
Services, Inc. (Advanced Disposal), Waste
Management, Inc. and Everglades Merger Sub
Inc. (Merger Sub) pursuant to which Merger
Sub will merge with and into Advanced
Disposal.
2 To approve, on a non-binding advisory Mgmt For For
basis, specified compensation that may be
paid or become payable to Advanced
Disposal's named executive officers in
connection with the merger and contemplated
by the merger agreement.
3 To approve one or more adjournments of the Mgmt For For
special meeting, if necessary or
appropriate, to solicit additional proxies
if there are insufficient votes at the time
of the special meeting to approve the
proposal to adopt the merger agreement.
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ALTABA INC. Agenda Number: 934873628
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Security: 021346101
Meeting Type: Annual
Meeting Date: 16-Oct-2018
Ticker: AABA
ISIN: US0213461017
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Tor R. Braham Mgmt Split 99% For 1% Against Split
1.2 Election of Director: Eric K. Brandt Mgmt Split 96% For 4% Against Split
1.3 Election of Director: Catherine J. Friedman Mgmt Split 98% For 2% Against Split
1.4 Election of Director: Richard L. Kauffman Mgmt Split 99% For 1% Against Split
1.5 Election of Director: Thomas J. McInerney Mgmt For For
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ALTABA INC. Agenda Number: 935035471
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Security: 021346101
Meeting Type: Special
Meeting Date: 27-Jun-2019
Ticker: AABA
ISIN: US0213461017
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To consider and vote upon a proposal to Mgmt Split 92% For 8% Against Split
approve the voluntary liquidation and
dissolution of the Fund pursuant to the
Plan of Complete Liquidation and
Dissolution attached to the proxy statement
as Appendix A (such plan, the "Plan of
Liquidation and Dissolution").
2. To grant discretionary authority to the Mgmt Split 96% For 4% Against Split
Board of the Fund to adjourn the special
meeting, even if a quorum is present, to
solicit additional proxies in the event
that there are insufficient votes at the
time of the special meeting to approve the
liquidation and dissolution of the Fund
pursuant to the Plan of Liquidation and
Dissolution.
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ANDEAVOR Agenda Number: 934865948
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Security: 03349M105
Meeting Type: Special
Meeting Date: 24-Sep-2018
Ticker: ANDV
ISIN: US03349M1053
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of April 29, 2018, among Andeavor,
Marathon Petroleum Corporation, Mahi Inc.
and Mahi LLC, as such agreement may be
amended from time to time, which is
referred to as the merger agreement.
2. To approve, by a non-binding advisory vote, Mgmt For For
certain compensation that may be paid or
become payable to Andeavor's named
executive officers that is based on or
otherwise relates to the merger
contemplated by the merger agreement.
3. To adjourn the special meeting, if Mgmt For For
reasonably necessary to provide
stockholders with any required supplement
or amendment to the joint proxy
statement/prospectus or to solicit
additional proxies in the event there are
not sufficient votes at the time of the
special meeting to approve Proposal 1
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ANTERO MIDSTREAM PARTNERS LP Agenda Number: 934925631
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Security: 03673L103
Meeting Type: Special
Meeting Date: 08-Mar-2019
Ticker: AM
ISIN: US03673L1035
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve (i) Simplification Agreement, by Mgmt For For
& among Antero Midstream GP LP, Antero
Midstream Partners LP ("Antero Midstream")
& certain of their affiliates, as may be
amended from time to time, (ii) merger of
an indirect, wholly owned subsidiary of
Antero Midstream Corp. ("New AM") with &
into Antero Midstream, as contemplated by
the Simplification Agreement, with Antero
Midstream surviving such Merger as an
indirect, wholly owned subsidiary of New
AM, and (iii) other transactions
contemplated by the Simplification
Agreement.
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ARRIS INTERNATIONAL PLC Agenda Number: 934916620
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Security: G0551A103
Meeting Type: Special
Meeting Date: 01-Feb-2019
Ticker: ARRS
ISIN: GB00BZ04Y379
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
C1. Approve (with or without modification) a Mgmt For For
scheme of arrangement (the "Scheme") to be
made between ARRIS International plc
("ARRIS") and the holders of the Scheme
Shares (as defined in the Scheme).
G1. Authorize, for the purpose of giving effect Mgmt For For
to the scheme of arrangement (the "Scheme")
between ARRIS International plc ("ARRIS")
and the holders of the Scheme Shares (as
defined in the Scheme), the directors of
ARRIS to take all such action as they may
consider necessary or appropriate for
carrying the Scheme into effect and to
amend the articles of association of ARRIS.
G2. Approve, on an advisory, non-binding basis, Mgmt For For
the compensation to be paid or become
payable to ARRIS's named executive officers
in connection with the proposed acquisition
by CommScope Holding Company, Inc. of all
of the issued and to be issued ordinary
shares of ARRIS pursuant to the terms of a
Bid Conduct Agreement and the Scheme, and
the agreements and understandings pursuant
to which such compensation may be paid or
become payable.
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ASPEN INSURANCE HOLDINGS LIMITED Agenda Number: 934898389
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Security: G05384105
Meeting Type: Special
Meeting Date: 10-Dec-2018
Ticker: AHL
ISIN: BMG053841059
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve an amendment to Aspen's bye-laws Mgmt For For
to reduce the shareholder vote required to
approve a merger with any third party from
the affirmative vote of at least 66% of the
voting power of the shares entitled to vote
at a meeting of the shareholders to a
simple majority of the votes cast at a
meeting of the shareholders.
2. To approve the merger agreement, the Mgmt For For
statutory merger agreement required in
accordance with Section 105 of the Bermuda
Companies Act 1981, as amended, and the
merger.
3. To approve, on an advisory (non-binding) Mgmt For For
basis, the compensation that may be paid or
become payable to Aspen's named executive
officers in connection with the merger, as
described in the proxy statement.
4. To approve an adjournment of the special Mgmt For For
general meeting, if necessary or
appropriate, to solicit additional proxies,
in the event that there are insufficient
votes to approve Proposals 1 or 2 at the
special general meeting.
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AT&T INC. Agenda Number: 934938082
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Security: 00206R102
Meeting Type: Annual
Meeting Date: 26-Apr-2019
Ticker: T
ISIN: US00206R1023
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Randall L. Stephenson Mgmt For For
1b. Election of Director: Samuel A. Di Piazza, Mgmt For For
Jr.
1c. Election of Director: Richard W. Fisher Mgmt For For
1d. Election of Director: Scott T. Ford Mgmt For For
1e. Election of Director: Glenn H. Hutchins Mgmt For For
1f. Election of Director: William E. Kennard Mgmt For For
1g. Election of Director: Michael B. Mgmt For For
McCallister
1h. Election of Director: Beth E. Mooney Mgmt For For
1i. Election of Director: Matthew K. Rose Mgmt For For
1j. Election of Director: Cynthia B. Taylor Mgmt For For
1k. Election of Director: Laura D'Andrea Tyson Mgmt For For
1l. Election of Director: Geoffrey Y. Yang Mgmt For For
2. Ratification of appointment of independent Mgmt For For
auditors.
3. Advisory approval of executive Mgmt For For
compensation.
4. Independent Chair. Shr Against For
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AVISTA HEALTHCARE PUBLIC ACQ. CORP. Agenda Number: 934878678
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Security: G0726L125
Meeting Type: Special
Meeting Date: 04-Oct-2018
Ticker: AHPA
ISIN: KYG0726L1251
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To consider and vote upon a proposal to Mgmt For For
amend the Company's amended and restated
memorandum and articles of association to
extend the date by which the Company has to
consummate a business combination from
October 14, 2018 to February 15, 2019.
2. To consider and vote upon a proposal to Mgmt For For
amend the Company's Investment Management
Trust Agreement by and between AHPAC and
Continental Stock Transfer & Trust Company,
to extend date on which to commence
liquidating the trust account established
in connection with Company's initial public
offering in event the Company has not
consummated a business combination.
3. To consider and vote upon a proposal to Mgmt For For
approve the adjournment of the
extraordinary general meeting to a later
date or dates, if necessary, to permit
further solicitation and vote of proxies in
the event that there are insufficient votes
for, or otherwise in connection with,
approval of one or more proposals to be
submitted for shareholder approval at
general meeting.
3A. You may exercise your redemption rights Mgmt For
with respect to all or a portion of your
public shares by marking the "FOR" box. If
you exercise your redemption rights, then
you will be exchanging the indicated number
of your public shares of the common stock
of Company for cash and you will no longer
own such public shares.
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BROOKFIELD PROPERTY REIT INC. Agenda Number: 935019566
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Security: 11282X103
Meeting Type: Annual
Meeting Date: 19-Jun-2019
Ticker: BPR
ISIN: US11282X1037
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Caroline M. Atkinson Mgmt For For
1b. Election of Director: Jeffrey M. Blidner Mgmt For For
1c. Election of Director: Soon Young Chang Mgmt For For
1d. Election of Director: Richard B. Clark Mgmt For For
1e. Election of Director: Omar Carneiro da Mgmt For For
Cunha
1f. Election of Director: Scott R. Cutler Mgmt For For
1g. Election of Director: Stephen DeNardo Mgmt For For
1h. Election of Director: Louis J. Maroun Mgmt For For
1i. Election of Director: Lars Rodert Mgmt For For
2. To ratify the selection of Deloitte & Mgmt For For
Touche LLP as our independent registered
public accounting firm for the year ending
December 31, 2019.
3. To amend and restate our Charter to Mgmt For For
authorize a new class of capital stock
known as Class B-2 Stock, par value $0.01
per share.
4. To amend and restate our Charter to reduce Mgmt For For
the rate of dividends payable on (i) the
shares of the Company's Class B-1 Stock,
par value $0.01 per share, from 10.0% per
year of the liquidation amount per share
(the "Class B Liquidation Amount") to 6.5%
per year of the Class B Liquidation Amount
effective as of June 26, 2019 and (ii) the
shares of Company's Series B Preferred
Stock, par value $0.01 per share, from
10.0% per year of the Class B Liquidation
Amount to 8.65% per year of the Class B
Liquidation Amount effective as of June 26,
2019.
5. To amend and restate our Charter to clarify Mgmt For For
certain conversion mechanics relating to
the Company's Class A Stock, par value
$0.01 per share, acquired by Brookfield
Property Partners L.P. (BPY) or an
affiliate of BPY.
6. To amend and restate our Charter to Mgmt For For
eliminate authorized common stock, par
value $0.01 per share, and implement other
ancillary amendments.
7. To approve the Brookfield Property Group Mgmt For For
Restricted BPR Class A Stock Plan.
8. To approve the Brookfield Property L.P. FV Mgmt For For
LTIP Unit Plan.
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CA, INC. Agenda Number: 934868451
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Security: 12673P105
Meeting Type: Special
Meeting Date: 12-Sep-2018
Ticker: CA
ISIN: US12673P1057
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of July 11, 2018, as it may be
amended from time to time, by and among CA,
Inc., Broadcom Inc. and Collie Acquisition
Corp. (the "merger agreement").
2. To approve any proposal to adjourn the Mgmt For For
special meeting to a later date or dates,
if necessary or appropriate, to solicit
additional proxies if there are
insufficient votes at the time of the
special meeting to approve the proposal to
adopt the merger agreement.
3. To approve, on an advisory (non-binding) Mgmt For For
basis, specified compensation that will or
may become payable to the named executive
officers of CA, Inc. in connection with the
merger.
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CELGENE CORPORATION Agenda Number: 934939642
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Security: 151020104
Meeting Type: Special
Meeting Date: 12-Apr-2019
Ticker: CELG
ISIN: US1510201049
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adoption of the Agreement and Plan of Mgmt For For
Merger, dated as of January 2, 2019, as it
may be amended from time to time (the
merger agreement), among Bristol-Myers
Squibb Company, a Delaware corporation
(Bristol-Myers Squibb), Burgundy Merger
Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of Bristol-Myers
Squibb, and Celgene Corporation (Celgene),
pursuant to which Burgundy Merger Sub, Inc.
will be merged with and into Celgene (the
merger).
2. Approval of the adjournment from time to Mgmt For For
time of the special meeting of the
stockholders of Celgene (the Celgene
special meeting) if necessary to solicit
additional proxies if there are not
sufficient votes to adopt the merger
agreement at the time of the Celgene
special meeting or any adjournment or
postponement thereof.
3. Approval, on an advisory (non-binding) Mgmt For For
basis, of the compensation that will or may
be paid or provided by Celgene to its named
executive officers in connection with the
merger.
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CM SEVEN STAR ACQUISITION CORP Agenda Number: 934985081
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Security: G2345N102
Meeting Type: Annual
Meeting Date: 29-Apr-2019
Ticker: CMSS
ISIN: KYG2345N1025
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the Share Exchange Agreement, Mgmt For For
and among CM Seven Star, Kaixin Auto Group
(Kaixin) and Renren Inc. (Seller) and
transactions contemplated thereunder,
including but not limited to CM Seven
Star's acquisition of all the issued and
outstanding shares and any other equity
interests of Kaixin from the Seller, as
provided for in the Share Exchange
Agreement & consideration paid to the
Seller and earn-out consideration by way of
new issue of ordinary shares credited as
fully paid in accordance with the Share
Exchange Agreement, or Business
Combination.
2. To approve increase in the number of Mgmt For For
authorized ordinary shares of CM Seven Star
to 500,000,000 and removal of the class of
preferred shares. This proposal is referred
to as the "Authorized Share Increase
Proposal."
3. To approve as a special resolution the Mgmt For For
change of CM Seven Star's name to Kaixin
Auto Holdings and the adoption of the
Second Amended and Restated Memorandum and
Articles of Association of CM Seven Star as
further described in the definitive proxy
statement. This proposal is referred to as
the "Amendment Proposal."
4. To approve the issuance of more than 20% of Mgmt For For
the issued and outstanding ordinary shares
of CM Seven Star pursuant to the terms of
the Share Exchange Agreement, as required
by Nasdaq Listing Rules 5635(a) and (d).
This proposal is referred to as the "Nasdaq
Proposal."
5. To approve the 2018 CM Seven Star Equity Mgmt For For
Incentive Plan. This proposal is referred
to as the "Equity Incentive Plan Proposal."
6. DIRECTOR
Anthony Ho Mgmt For For
Sing Wang Mgmt For For
Stephen N. Cannon Mgmt For For
Jiong Shao Mgmt For For
Michele Smith Mgmt For For
7. To approve the adjournment of the annual Mgmt For For
general meeting in the event CM Seven Star
does not receive the requisite shareholder
vote to approve the Business Combination.
This proposal is called the "Business
Combination Adjournment Proposal."
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CONSTELLATION ALPHA CAPITAL CORP. Agenda Number: 934934820
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Security: G2379F108
Meeting Type: Special
Meeting Date: 21-Mar-2019
Ticker: CNAC
ISIN: VGG2379F1080
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Extension Amendment: Amend the Mgmt Against Against
Company's Amended and Restated Memorandum
and Articles of Association to extend the
date by which the Company has to consummate
a business combination (the "Extension")
for an additional six months, from March
23, 2019 to September 23, 2019, and permit
holders of public shares to redeem their
shares for their pro rata portion of the
trust account.
2. DIRECTOR
Dr. John Alexander Mgmt Withheld Against
Kewal Handa Mgmt Withheld Against
3. Ratification of Selection of Independent Mgmt For For
Registered Public Accounting Firm: To
ratify the selection by the Company's Audit
Committee of Marcum LLP to serve as the
Company's independent registered public
accounting firm for the fiscal year ending
March 31, 2019
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DELL TECHNOLOGIES INC. Agenda Number: 934891361
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Security: 24703L103
Meeting Type: Special
Meeting Date: 11-Dec-2018
Ticker: DVMT
ISIN: US24703L1035
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adoption of the Agreement and Plan of Mgmt No vote
Merger, between Dell Technologies Inc. and
Teton Merger Sub Inc., dated as of July 1,
2018, as it may be amended from time to
time (the "merger agreement"), pursuant to
which Teton Merger Sub Inc. will be merged
with and into Dell Technologies Inc., and
Dell Technologies Inc. will continue as the
surviving corporation.
2. Adoption of the Fifth Amended and Restated Mgmt No vote
Certificate of Incorporation of Dell
Technologies Inc. in the form attached as
Exhibit A to the merger agreement.
3. Approval, on a non-binding, advisory basis, Mgmt No vote
of compensation arrangements with respect
to the named executive officers of Dell
Technologies Inc. related to the Class V
transaction described in the accompanying
proxy statement/prospectus.
4. Approval of the adjournment of the special Mgmt No vote
meeting, if necessary or appropriate, to
solicit additional proxies if there are not
sufficient votes at the time of the special
meeting to adopt the merger agreement or
adopt the Fifth Amended and Restated
Certificate of Incorporation of Dell
Technologies Inc.
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DELL TECHNOLOGIES INC. Agenda Number: 934905677
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Security: 24703L103
Meeting Type: Special
Meeting Date: 11-Dec-2018
Ticker: DVMT
ISIN: US24703L1035
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adoption of the Agreement and Plan of Mgmt For For
Merger, between Dell Technologies Inc. and
Teton Merger Sub Inc., dated as of July 1,
2018, as it may be amended from time to
time (the "merger agreement"), pursuant to
which Teton Merger Sub Inc. will be merged
with and into Dell Technologies Inc., and
Dell Technologies Inc. will continue as the
surviving corporation.
2. Adoption of the Fifth Amended and Restated Mgmt For For
Certificate of Incorporation of Dell
Technologies Inc. in the form attached as
Exhibit A to the merger agreement.
3. Approval, on a non-binding, advisory basis, Mgmt For For
of compensation arrangements with respect
to the named executive officers of Dell
Technologies Inc. related to the Class V
transaction described in the accompanying
proxy statement/prospectus.
4. Approval of the adjournment of the special Mgmt For For
meeting, if necessary or appropriate, to
solicit additional proxies if there are not
sufficient votes at the time of the special
meeting to adopt the merger agreement or
adopt the Fifth Amended and Restated
Certificate of Incorporation of Dell
Technologies Inc.
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DOMINION MIDSTREAM PARTNERS LP Agenda Number: 934925249
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Security: 257454108
Meeting Type: Consent
Meeting Date: 15-Feb-2019
Ticker:
ISIN: US2574541080
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The undersigned, being a holder of record Mgmt For For
as of the close of business on January 7,
2019 (the "Record Date") of DEM Common
Units and/or DEM Series A Preferred Units,
hereby consents to and approves, by written
consent without a meeting, the Merger
Agreement and the transactions contemplated
thereby, including the Merger.
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DOWDUPONT INC. Agenda Number: 935023426
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Security: 26078J100
Meeting Type: Special
Meeting Date: 23-May-2019
Ticker: DWDP
ISIN: US26078J1007
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal, which we refer to as the Mgmt For For
reverse stock split proposal, to adopt and
approve an amendment to our Amended and
Restated Certificate of Incorporation to
effect (a) a reverse stock split of our
outstanding shares of common stock, at a
reverse stock split ratio of not less than
2-for-5 and not greater than 1-for-3, with
an exact ratio as may be determined by our
Board of Directors at a later date, and (b)
a reduction in the number of our authorized
shares of common stock by a corresponding
ratio.
2. A proposal, which we refer to as the Mgmt For For
adjournment proposal, to approve, if
necessary, the adjournment of the Special
Meeting to solicit additional proxies in
favor of the reverse stock split proposal.
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DOWDUPONT INC. Agenda Number: 935019679
--------------------------------------------------------------------------------------------------------------------------
Security: 26078J100
Meeting Type: Annual
Meeting Date: 25-Jun-2019
Ticker: DWDP
ISIN: US26078J1007
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Edward D. Breen Mgmt For For
1b. Election of Director: Ruby R. Chandy Mgmt For For
1c. Election of Director: Franklin K. Clyburn, Mgmt For For
Jr.
1d. Election of Director: Terrence R. Curtin Mgmt For For
1e. Election of Director: Alexander M. Cutler Mgmt For For
1f. Election of Director: C. Marc Doyle Mgmt For For
1g. Election of Director: Eleuthere I. du Pont Mgmt For For
1h. Election of Director: Rajiv L. Gupta Mgmt For For
1i. Election of Director: Luther C. Kissam Mgmt For For
1j. Election of Director: Frederick M. Lowery Mgmt For For
1k. Election of Director: Raymond J. Milchovich Mgmt For For
1l. Election of Director: Steven M. Sterin Mgmt For For
2. Advisory Resolution to Approve Executive Mgmt For For
Compensation
3. Ratification of the Appointment of the Mgmt For For
Independent Registered Public Accounting
Firm
4. Right to Act by Written Consent Shr For Against
5. Preparation of an Executive Compensation Shr Against For
Report
6. Preparation of a Report on Climate Change Shr Against For
Induced Flooding and Public Health
7. Preparation of a Report on Plastic Shr Against For
Pollution
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DRAPER OAKWOOD TECHNOLOGY ACQUISITION IN Agenda Number: 934912064
--------------------------------------------------------------------------------------------------------------------------
Security: 26146L103
Meeting Type: Special
Meeting Date: 19-Dec-2018
Ticker: DOTA
ISIN: US26146L1035
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To consider and vote upon a proposal to Mgmt For For
approve and adopt the Business Combination
Agreement, the transactions contemplated
thereby and the performance by Draper
Oakwood Technology Acquisition, Inc. of its
obligations thereunder (the "Business
Combination").
1a. Intention to Exercise Redemption Rights - Mgmt Take No Action
If you intend to exercise your redemption
rights, please check 'For' box. Checking
'For' box, however, is not sufficient to
exercise your redemption rights. You must
also vote either FOR or AGAINST the
Business Combination Proposal, and, in
addition, you must comply with the
procedures set forth in the
prospectus/proxy statement under the
heading "Special Meeting of DOTA
Stockholders - Redemption Rights."
2a. To consider and vote upon proposals to Mgmt For For
approve the adoption of the following
incentive compensation plans: 2018 Omnibus
Equity Incentive Plan.
2b. To consider and vote upon proposals to Mgmt For For
approve the adoption of the following
incentive compensation plans: 2018 Reebonz
Share Option Plan.
2c. To consider and vote upon proposals to Mgmt For For
approve the adoption of the following
incentive compensation plans: Management
Performance Plan.
3. The Share Issuance Proposal - To consider Mgmt For For
and vote upon a proposal to approve, for
purposes of complying with applicable
NASDAQ Stock Market LLC listing rules, the
issuance of more than 20% of the issued and
outstanding common stock of Draper Oakwood
Technology Acquisition, Inc. in financing
transactions in connection with the
Business Combination.
4. The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to adjourn the special
meeting of stockholders to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
special meeting, there are not sufficient
votes to approve the Business Combination
Proposal.
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EASTERLY ACQUISITION CORP. Agenda Number: 934889544
--------------------------------------------------------------------------------------------------------------------------
Security: 27616L102
Meeting Type: Special
Meeting Date: 02-Nov-2018
Ticker: EACQ
ISIN: US27616L1026
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Merger Proposal - To consider and vote Mgmt For For
upon a proposal to approve and adopt the
Agreement and Plan of Merger, (the "Merger
Agreement"), by and among Easterly, Sirius
International Insurance Group, Ltd.
("Sirius Group") and Sirius Acquisitions
Holding Company III, a wholly owned
subsidiary of Sirius Group ("Merger Sub"),
and the transactions contemplated by the
Merger Agreement, including the merger of
Merger Sub with and into Easterly with
Easterly surviving the merger as a wholly
owned subsidiary of Sirius Group (the
"Merger").
1a. Intention to Exercise Redemption Rights - Mgmt For
If you intend to exercise your redemption
rights, please check the "FOR" box.
Checking this box, however, is not
sufficient to exercise your redemption
rights. You must comply with the procedures
set forth in the proxy statement under the
heading "Special Meeting of Easterly
Stockholders - Redemption Rights."
1b. Shareholder Certification - I hereby Mgmt For
certify that I am not acting in concert, or
as a "group" (as defined in Section 13(d)
(3) of the Securities Exchange Act of 1934,
as amended), with any other stockholders
with respect to the shares of common stock
of Easterly owned by me in connection with
the proposed Merger. ( FOR = not acting in
concert, AGAINST = acting in concert )
2. The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to adjourn the
Easterly special meeting to a later date or
dates, if necessary, to permit further
solicitation of proxies if, based upon the
tabulated vote at the time of the Easterly
special meeting, there are not sufficient
votes to approve one or more proposals
presented to Easterly's stockholders for
vote at such special meeting.
--------------------------------------------------------------------------------------------------------------------------
ENBRIDGE ENERGY PARTNERS, L.P. Agenda Number: 934901302
--------------------------------------------------------------------------------------------------------------------------
Security: 29250R106
Meeting Type: Special
Meeting Date: 17-Dec-2018
Ticker: EEP
ISIN: US29250R1068
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the Agreement and Plan of Mgmt For For
Merger, dated as of September 17, 2018 (as
it may be amended from time to time, the
"Merger Agreement"), entered into by and
among Enbridge Energy Partners, L.P.,
Enbridge Energy Company, Inc., Enbridge
Energy Management, L.L.C., Enbridge Inc.,
Enbridge (U.S.) Inc., Winter Acquisition
Sub II, LLC and, solely for purposes of
Article I, Article II and Article XI
therein, Enbridge US Holdings Inc.
2. To approve the adjournment of the special Mgmt For For
meeting from time to time, if necessary to
solicit additional proxies if there are not
sufficient votes to approve the Merger
Agreement at the time of the special
meeting.
--------------------------------------------------------------------------------------------------------------------------
ENCANA CORPORATION Agenda Number: 934920186
--------------------------------------------------------------------------------------------------------------------------
Security: 292505104
Meeting Type: Special
Meeting Date: 12-Feb-2019
Ticker: ECA
ISIN: CA2925051047
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 The resolution to approve the issuance of Mgmt For For
the Corporation's common shares, no par
value, to stockholders of Newfield
Exploration Company, a Delaware corporation
("Newfield"), in connection with the
Agreement and Plan of Merger, dated as of
October 31, 2018, by and among the
Corporation, Neapolitan Merger Corp., a
Delaware corporation and an indirect
wholly-owned subsidiary of the Corporation,
and Newfield (the "share issuance
proposal");
2 The adjournment of the Meeting, if Mgmt For For
necessary or appropriate, to solicit
additional proxies if there are not
sufficient votes to approve the share
issuance proposal.
--------------------------------------------------------------------------------------------------------------------------
ENCANA CORPORATION Agenda Number: 934957652
--------------------------------------------------------------------------------------------------------------------------
Security: 292505104
Meeting Type: Annual
Meeting Date: 30-Apr-2019
Ticker: ECA
ISIN: CA2925051047
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
Peter A. Dea Mgmt For For
Fred J. Fowler Mgmt For For
Howard J. Mayson Mgmt For For
Lee A. McIntire Mgmt For For
Margaret A. McKenzie Mgmt For For
Steven W. Nance Mgmt For For
Suzanne P. Nimocks Mgmt For For
Thomas G. Ricks Mgmt For For
Brian G. Shaw Mgmt For For
Douglas J. Suttles Mgmt For For
Bruce G. Waterman Mgmt For For
Clayton H. Woitas Mgmt For For
2 APPOINT PRICEWATERHOUSECOOPERS LLP as Mgmt For For
Independent Auditors at a remuneration to
be fixed by the Board of Directors
3 AMEND AND RECONFIRM THE CORPORATION'S Mgmt For For
SHAREHOLDER RIGHTS PLAN
4 APPROVE A NEW OMNIBUS INCENTIVE PLAN Mgmt For For
5 ADVISORY VOTE TO APPROVE COMPENSATION OF Mgmt For For
NAMED EXECUTIVE OFFICERS
--------------------------------------------------------------------------------------------------------------------------
ENERGY TRANSFER PARTNERS, L.P. Agenda Number: 934877664
--------------------------------------------------------------------------------------------------------------------------
Security: 29278N103
Meeting Type: Special
Meeting Date: 18-Oct-2018
Ticker: ETP
ISIN: US29278N1037
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To consider and vote on a proposal to adopt Mgmt For For
the Agreement and Plan of Merger, dated as
of August 1, 2018 (as may be amended from
time to time, the "merger agreement"), by
and among Energy Transfer Equity, L.P.
("ETE"), LE GP, LLC, the general partner of
ETE, Streamline Merger Sub, LLC, a wholly
owned subsidiary of ETE ("ETE Merger Sub"),
Energy Transfer Partners, L.P. ("ETP") and
Energy Transfer Partners, L.L.C., as the
general partner of Energy Transfer Partners
GP, L.P., the general partner of ETP, and
the transactions contemplated thereby.
2. To consider and vote on a proposal to Mgmt For For
approve the adjournment of the special
meeting, if necessary, to solicit
additional proxies if there are not
sufficient votes to adopt the merger
agreement and the transactions contemplated
thereby at the time of the special meeting.
--------------------------------------------------------------------------------------------------------------------------
ENVISION HEALTHCARE CORPORATION Agenda Number: 934868374
--------------------------------------------------------------------------------------------------------------------------
Security: 29414D100
Meeting Type: Annual
Meeting Date: 11-Sep-2018
Ticker: EVHC
ISIN: US29414D1000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of June 10, 2018 (as it may be
amended from time to time, the "merger
agreement"), by and among Envision
Healthcare Corporation, a Delaware
corporation ("Envision" or the "Company"),
Enterprise Parent Holdings Inc., a Delaware
corporation ("Parent") and Enterprise
Merger Sub Inc., an indirect wholly owned
subsidiary of Parent (the "Merger Sub"),
pursuant to which Merger Sub will be merged
with and into the Company (the "merger").
2. To approve, on an advisory (non-binding) Mgmt For For
basis, certain compensation that may be
paid or become payable to Envision's named
executive officers in connection with the
merger.
3. To approve the adjournment of the annual Mgmt For For
meeting, if necessary or appropriate,
including to solicit additional proxies if
there are insufficient votes at the time of
the annual meeting to approve the proposal
to adopt the merger agreement or in the
absence of a quorum.
4A. Election of Class II Director: John T. Mgmt For For
Gawaluck
4B. Election of Class II Director: Joey A. Mgmt For For
Jacobs
4C. Election of Class II Director: Kevin P. Mgmt For For
Lavender
4D. Election of Class II Director: Leonard M. Mgmt For For
Riggs, Jr., M.D.
5. To amend Envision's Second Amended and Mgmt For For
Restated Certificate of Incorporation,
dated December 1, 2016 to declassify the
Board of Directors and to eliminate the
Series A-1 Mandatory Convertible Preferred
Stock.
6. To approve, on an advisory (non-binding) Mgmt For For
basis, of the compensation of Envision's
named executive officers.
7. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as Envision Healthcare
Corporation's independent registered public
accounting firm for the year ending
December 31, 2018.
--------------------------------------------------------------------------------------------------------------------------
ESTERLINE TECHNOLOGIES CORPORATION Agenda Number: 934910844
--------------------------------------------------------------------------------------------------------------------------
Security: 297425100
Meeting Type: Special
Meeting Date: 17-Jan-2019
Ticker: ESL
ISIN: US2974251009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
as it may be amended from time to time,
dated as of October 9, 2018 by and among
Esterline Technologies Corporation,
TransDigm Group Incorporated, and
Thunderbird Merger Sub Inc.
2. To approve, by non-binding, advisory vote, Mgmt For For
compensation that will or may become
payable by Esterline Technologies
Corporation to its named executive officers
in connection with the merger contemplated
by the merger agreement.
3. To approve one or more adjournments of the Mgmt For For
Special Meeting to a later date or dates,
if necessary or appropriate, to solicit
additional proxies if there are
insufficient votes to adopt the merger
agreement at the time of the special
meeting.
--------------------------------------------------------------------------------------------------------------------------
ESTERLINE TECHNOLOGIES CORPORATION Agenda Number: 934916113
--------------------------------------------------------------------------------------------------------------------------
Security: 297425100
Meeting Type: Annual
Meeting Date: 07-Feb-2019
Ticker: ESL
ISIN: US2974251009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Delores M. Etter Mgmt For For
1.2 Election of Director: Paul V. Haack Mgmt For For
1.3 Election of Director: Mary L. Howell Mgmt For For
1.4 Election of Director: Scott E. Kuechle Mgmt For For
1.5 Election of Director: Curtis C. Reusser Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of the Company's named
executive officers for the fiscal year
ended September 28, 2018.
3. To ratify the selection of Ernst & Young Mgmt For For
LLP as the Company's independent registered
public accounting firm for the fiscal year
ending September 27, 2019.
--------------------------------------------------------------------------------------------------------------------------
EXPRESS SCRIPTS HOLDING COMPANY Agenda Number: 934858309
--------------------------------------------------------------------------------------------------------------------------
Security: 30219G108
Meeting Type: Special
Meeting Date: 24-Aug-2018
Ticker: ESRX
ISIN: US30219G1085
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal to adopt the Agreement and Plan Mgmt For For
of Merger, dated as of March 8, 2018, as
amended by Amendment No. 1, dated as of
June 27, 2018, and as it may be further
amended from time to time (the "Merger
Agreement"), by and among Cigna
Corporation, Express Scripts Holding
Company ("Express Scripts"), Halfmoon
Parent, Inc., Halfmoon I, Inc. and Halfmoon
II, Inc.
2. A proposal to approve the adjournment of Mgmt For For
the Express Scripts special meeting, if
necessary or appropriate, to solicit
additional proxies if there are not
sufficient votes to approve the proposal to
adopt the Merger Agreement.
3. A proposal to approve, by a non-binding Mgmt For For
advisory vote, certain compensation
arrangements that may be paid or become
payable to Express Scripts' named executive
officers in connection with the mergers
contemplated by the Merger Agreement.
--------------------------------------------------------------------------------------------------------------------------
FINTECH ACQUISITION CORP. II Agenda Number: 934853169
--------------------------------------------------------------------------------------------------------------------------
Security: 31810G109
Meeting Type: Special
Meeting Date: 20-Jul-2018
Ticker: FNTE
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To consider and vote upon a proposal to Mgmt For For
approve and adopt the Agreement and Plan of
Merger, dated as of December 19, 2017, as
it may be amended (the "Merger Agreement"),
by and among the Company, FinTech II Merger
Sub Inc., FinTech II Merger Sub 2 LLC,
Intermex Holdings II, Inc. and SPC Intermex
Representative LLC and the merger
contemplated thereby (the "Merger").
1a. Intention to Exercise Redemption Rights If Mgmt Take No Action
you intend to exercise your redemption
rights, please check For box. Checking For
box, however, is not sufficient to exercise
your redemption rights. You must comply
with the procedures set forth in the proxy
statement/prospectus under the heading
"Special Meeting of FinTech
Stockholders-Redemption Rights and
Procedures."
1b. Stockholder Certification I hereby certify Mgmt Take No Action
that I am not acting in concert, or as a
"group" (as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, as
amended), with any other stockholder with
respect to the shares of common stock of
the Company owned by me in connection with
the proposed Merger.
2. To consider and vote upon a proposed Mgmt For For
amendment to the Company's existing charter
to increase the Company's authorized common
stock.
3. To consider and vote upon a proposed Mgmt For For
amendment to the Company's existing charter
to add an additional class of directors to
the Company's board of directors so that
there will be three classes of directors
with staggered terms of office, and to make
certain related changes.
4. To consider and vote upon a proposed Mgmt For For
amendment to the Company's existing charter
to elect not to be governed by Section 203
of the DGCL.
5. To consider and vote upon a proposed Mgmt For For
amendment to the Company's existing charter
to adopt Delaware as the exclusive forum
for certain legal actions.
6. To consider and vote upon a proposed Mgmt For For
amendment to the Company's existing charter
to provide for additional changes to the
Company's existing charter, principally
including changing the Company's corporate
name from "FinTech Acquisition Corp. II" to
"International Money Express, Inc." and
removing provisions applicable only to
special purpose acquisition companies.
7. To consider and vote upon a proposal to Mgmt For For
approve, for purposes of complying with
applicable NASDAQ Listing Rules, the
issuance of more than 20% of the Company's
issued and outstanding common stock and the
resulting change of control in connection
with the Merger.
8. To consider and vote upon a proposal to Mgmt For For
adopt the International Money Express, Inc.
2018 Omnibus Equity Compensation Plan.
9a. Election of Director: Walter T. Beach Mgmt For For
9b. Election of Director: Jeremy Kuiper Mgmt For For
9c. Election of Director: Shami Patel Mgmt For For
10. To consider and vote upon a proposal to Mgmt For For
approve the adjournment of the special
meeting to a later date, if necessary, to
permit further solicitation and vote of
proxies if, based upon the tabulated vote
at the time of the special meeting, there
are not sufficient votes to approve one or
more of the other proposals submitted for
stockholder approval at the special
meeting.
--------------------------------------------------------------------------------------------------------------------------
FIRST DATA CORPORATION Agenda Number: 934956662
--------------------------------------------------------------------------------------------------------------------------
Security: 32008D106
Meeting Type: Consent
Meeting Date: 11-Apr-2019
Ticker: FDC
ISIN: US32008D1063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The adoption of the Agreement and Plan of Mgmt For For
Merger, dated as of January 16, 2019, by
and among First Data, Fiserv and 300
Holdings, Inc., a Delaware corporation
("Merger Sub"), pursuant to which Merger
Sub will merge with and into First Data
(the "Merger"), with First Data surviving
the Merger as a direct, wholly owned
subsidiary of Fiserv.
2. The adoption of the following resolution, Mgmt For For
on a non-binding, advisory basis:
"RESOLVED, that compensation that will or
may be made to First Data's named executive
officers in connection with the Merger, and
the agreements or understandings pursuant
to which such compensation will or may be
made, in each case, as disclosed pursuant
to Item 402(t) of Regulation S-K under the
heading "The Merger-Interests of Certain
First Data Directors & Executive Officers
in Merger" beginning on page 132 of Joint
Proxy & Consent Solicitation
Statement/Prospectus.
--------------------------------------------------------------------------------------------------------------------------
FIRST DATA CORPORATION Agenda Number: 934958907
--------------------------------------------------------------------------------------------------------------------------
Security: 32008D106
Meeting Type: Annual
Meeting Date: 09-May-2019
Ticker: FDC
ISIN: US32008D1063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Frank J. Bisignano Mgmt For For
Henry R. Kravis Mgmt For For
Heidi G. Miller Mgmt For For
2. Cast an advisory vote on the compensation Mgmt For For
of named executive officers.
3. Ratify the appointment of Ernst & Young LLP Mgmt For For
as First Data's independent registered
public accounting firm for our fiscal year
ending December 31, 2019.
--------------------------------------------------------------------------------------------------------------------------
FOREST CITY REALTY TRUST, INC. Agenda Number: 934889568
--------------------------------------------------------------------------------------------------------------------------
Security: 345605109
Meeting Type: Special
Meeting Date: 15-Nov-2018
Ticker: FCEA
ISIN: US3456051099
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Forest City Realty Trust, Inc. and the Mgmt For For
other transactions contemplated by the
Agreement and Plan of Merger, and as it may
be amended from time to time, among Forest
City Realty Trust, Inc., Antlia Holdings
LLC and Antlia Merger Sub Inc., as more
particularly described in the Proxy
Statement.
2. To approve, by a non-binding, advisory Mgmt For For
vote, certain compensation arrangements for
Forest City Realty Trust, Inc.'s named
executive officers in connection with the
merger, as more particularly described in
the Proxy Statement.
3. To approve any adjournments of the special Mgmt For For
meeting for the purpose of soliciting
additional proxies if there are not
sufficient votes at the special meeting to
approve proposal 1, as more particularly
described in the Proxy Statement.
--------------------------------------------------------------------------------------------------------------------------
GGP INC. Agenda Number: 934854527
--------------------------------------------------------------------------------------------------------------------------
Security: 36174X101
Meeting Type: Special
Meeting Date: 26-Jul-2018
Ticker: GGP
ISIN: US36174X1019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal to adopt the Agreement and Plan of Mgmt For For
Merger, dated as of March 26, 2018, by and
among Brookfield Property Partners L.P.
("BPY"), Goldfinch Merger Sub Corp., and
GGP Inc. ("GGP"), as amended on June 25,
2018, and as may be further amended from
time to time in accordance with its terms,
pursuant to which BPY has agreed to acquire
GGP through a series of transactions (the
"Transactions").
2. Proposal to approve amending and restating Mgmt For For
the GGP certificate of incorporation to
authorize new classes of capital stock and
implement other ancillary amendments.
3. Proposal to approve amending and restating Mgmt For For
the GGP certificate of incorporation to
remove the ability of stockholders to
prohibit the board of directors of
Brookfield Property REIT Inc., the new name
of GGP after the consummation of the
Transactions ("BPR"), from further amending
the GGP bylaws that were amended by such
stockholders.
4. Proposal to approve amending and restating Mgmt For For
the GGP certificate of incorporation to
impose a voting requirement of 66 2/3% of
the voting power of the capital stock
entitled to vote to amend or repeal the GGP
bylaws.
5. Proposal to approve amending and restating Mgmt For For
the GGP certificate of incorporation to
impose a voting requirement of 66 2/3% of
the voting power of the capital stock
entitled to vote to remove a director of
BPR.
6. Proposal to approve amending and restating Mgmt For For
the GGP bylaws to include a provision
requiring BPR to include in its proxy
statements and proxy cards director
candidates selected by a BPY affiliate.
7. Proposal to approve amending and restating Mgmt For For
the GGP bylaws to eliminate the
stockholders' power to call special
meetings and to implement other ancillary
amendments.
8. Proposal to approve, by non-binding, Mgmt For For
advisory vote, the compensation that may
become payable to the GGP named executive
officers in connection with the
Transactions.
--------------------------------------------------------------------------------------------------------------------------
GIGCAPITAL, INC. Agenda Number: 935020228
--------------------------------------------------------------------------------------------------------------------------
Security: 37518N106
Meeting Type: Special
Meeting Date: 05-Jun-2019
Ticker: GIG
ISIN: US37518N1063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal to amend the Company's Amended and Mgmt For For
Restated Certificate of Incorporation to
extend the date by which the Company must
consummate the Kaleyra Business Combination
from June 12, 2019 to December 12, 2019.
1a. You may exercise your redemption rights by Mgmt Take No Action
marking the "FOR" box below. If you
exercise your redemption rights, then you
will be exchanging your public shares of
the common stock of the Company for cash
and you will no longer own such public
shares. YOU WILL ONLY BE ENTITLED TO
RECEIVE CASH FOR THOSE PUBLIC SHARES IF YOU
TENDER SUCH SHARES TO THE COMPANY'S DULY
APPOINTED AGENT AT LEAST TWO BUSINESS DAYS
PRIOR TO THE SPECIAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
GRAMERCY PROPERTY TRUST Agenda Number: 934854515
--------------------------------------------------------------------------------------------------------------------------
Security: 385002308
Meeting Type: Special
Meeting Date: 09-Aug-2018
Ticker: GPT
ISIN: US3850023082
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the merger of Gramercy Property Mgmt For For
Trust with and into BRE Glacier L.P., and
the other transactions contemplated by the
Agreement and Plan of Merger, among
Gramercy Property Trust, GPT Operating
Partnership LP, BRE Glacier Parent L.P.,
BRE Glacier L.P. and BRE Glacier
Acquisition L.P., as described in the Proxy
Statement.
2. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation that may be paid or
become payable to our named executive
officers that is based on or otherwise
relates to the merger, as more particularly
described in the Proxy Statement.
3. To approve any adjournment of the special Mgmt For For
meeting for the purpose of soliciting
additional proxies if there are not
sufficient votes at the special meeting to
approve the merger and the other
transactions contemplated by the merger
agreement.
--------------------------------------------------------------------------------------------------------------------------
HAYMAKER ACQUISITION CORP. Agenda Number: 934931014
--------------------------------------------------------------------------------------------------------------------------
Security: 420870107
Meeting Type: Special
Meeting Date: 06-Mar-2019
Ticker: HYAC
ISIN: US4208701072
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal: To Mgmt For For
consider and vote upon a proposal to adopt
and approve the Business Combination
Agreement, (as amended on January 7, 2019,
by Amendment No. 1 to Business Combination
Agreement, and as it may be further amended
from time to time, the "Transaction
Agreement"), by and among Haymaker,
OneSpaWorld Holdings Limited, an
international business company incorporated
under the laws of the Commonwealth of The
Bahamas ("OneSpaWorld"), the sellers
identified therein.
2A. Shareholding Limits for Certain Mgmt For For
Shareholders of OneSpaWorld: The
OneSpaWorld Memorandum and Articles of
Association will provide that shareholders
will be prohibited from beneficially owning
OneSpaWorld's common shares, par value
0.0001 per share (the "OneSpaWorld
Shares"), exceeding 9.99% of the issued and
outstanding OneSpaWorld Shares without the
consent of the OneSpaWorld board of
directors.
2B. Shareholder Approval of Certain Matters: Mgmt For For
The OneSpaWorld Memorandum and Articles of
Association will provide for supermajority
voting requirements with respect to certain
significant transactions. At least
two-thirds of the outstanding OneSpaWorld
Shares will be required to approve any
merger or sale of all or substantially all
of OneSpaWorld's assets (unless the
OneSpaWorld board of directors has approved
such transaction in advance, in which case
a majority of the shares entitled to vote
shall be required).
3. The Lock-Up Amendment Proposal: To ratify Mgmt For For
the entry into the OSW Lock-Up Agreement
(as defined in the accompanying proxy
statement) by Haymaker Sponsor, LLC, and
the directors and officers of Haymaker
that, among other things, modifies the
lock-up period such parties were subject to
under the lock-up agreements entered into
at the closing of Haymaker's initial public
offering.
4. The Adjournment Proposal: To consider and Mgmt For For
vote upon a proposal to adjourn the Special
Meeting to a later date or dates, if
necessary, to permit further solicitation
and vote of proxies if there are
insufficient votes for, or otherwise in
connection with, the approval of the
Business Combination Proposal, the Charter
Proposal or the Lock-Up Amendment Proposal.
--------------------------------------------------------------------------------------------------------------------------
HENNESSY CAPITAL ACQUIS. CORP III Agenda Number: 934884924
--------------------------------------------------------------------------------------------------------------------------
Security: 42588L105
Meeting Type: Special
Meeting Date: 17-Oct-2018
Ticker: HCAC
ISIN: US42588L1052
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
approve that certain Purchase Agreement,
dated as of June 25, 2018 and amended as of
July 12, 2018 (as may be further amended
from time to time, the "Purchase
Agreement"), by and between the Company and
JFL-NRC-SES Partners, LLC ("JFL Partners"),
and the transactions contemplated thereby
(the "Business Combination"), which
provides for the acquisition by the Company
of all of the issued and outstanding
membership interests of NRC Group Holdings,
LLC from JFL Partners.
1a. Intention to Exercise Redemption Rights: If Mgmt For
you intend to exercise your redemption
rights, please check "for" box. Checking
this box, however, is not sufficient to
exercise your redemption rights. You must
comply with the procedures set forth in the
definitive proxy statement under the
heading "Special Meeting in Lieu of 2018
Annual Meeting of Hennessy Capital
Stockholders - Redemption Rights."
1b. Shareholder Certification: I hereby certify Mgmt For
that I am not acting in concert, or as a
"group" (as defined in Section 13(d) (3) of
the Securities Exchange Act of 1934, as
amended), with any other stockholder with
respect to the shares of common stock of
the Company owned by me in connection with
the proposed Business Combination between
the Company and NRC Group Holdings, LLC.
(For = I am not, Against = I am)
2. To approve the amendment of the Company's Mgmt For For
certificate of incorporation (the "existing
charter") to increase the Company's
authorized preferred stock. Each of the
Charter Proposals is conditioned on the
approval of the Business Combination
Proposal.
3. To approve the amendment of the Company's Mgmt For For
existing charter to provide for the
classification of the Company's board of
directors into three classes of directors
with staggered three-year terms of office
and to make certain related changes. Each
of the Charter Proposals is conditioned on
the approval of the Business Combination
Proposal.
4. To approve the amendment of the Company's Mgmt For For
existing charter to provide for the removal
of directors with or without cause by
stockholders voting a majority of the
outstanding shares of Company common stock,
provided that at any time that JFL (as
defined in the accompanying proxy
statement) beneficially owns, in the
aggregate, less than 50% of Company common
stock, directors may be removed from office
only for cause and only by the affirmative
vote of holders of the majority of the
outstanding shares of Company common stock.
5. To approve the amendment of the Company's Mgmt For For
existing charter to provide that, for so
long as JFL beneficially owns, in the
aggregate, at least 50% of the outstanding
shares of Company common stock, special
meetings of the stockholders of the Company
shall also be promptly called by or at the
direction of the board or the chairman of
the board upon the written request of JFL.
Each of the Charter Proposals is
conditioned on the approval of the Business
Combination Proposal.
6. To approve the amendment of the Company's Mgmt For For
existing charter to require an affirmative
vote by the holders of at least 66.67% of
the outstanding shares of Company common
stock to amend, alter, change or repeal or
adopt certain provisions of the proposed
charter for so long as JFL beneficially
owns, in the aggregate, at least 10% of
outstanding shares of Company common stock.
Each of the Charter Proposals is
conditioned on the approval of the Business
Combination Proposal.
7. To approve the amendment of the Company's Mgmt For For
existing charter to require an affirmative
vote of at least 66.67% of the outstanding
shares of Company common stock to amend,
alter or repeal the proposed amended and
restated bylaws of the Company for so long
as JFL beneficially owns, in the aggregate,
at least 10% of the outstanding shares of
Company common stock. Each of the Charter
Proposals is conditioned on the approval of
the Business Combination Proposal.
8. To approve the amendment of the Company's Mgmt For For
existing charter to provide for certain
changes to adopt ownership qualifications,
restrictions, requirements and procedures
to assist the Company in complying with
certain provisions of the Jones Act (as
defined in the accompanying proxy
statement). Each of the Charter Proposals
is conditioned on the approval of the
Business Combination Proposal.
9. To approve the amendment of the Company's Mgmt For For
existing charter to provide for certain
additional changes, including changing the
Company's name from "Hennessy Capital
Acquisition Corp. III" to "NRC Group
Holdings Corp.," which the Company's board
of directors believes are necessary to
adequately address the post-Business
Combination needs of the Company. Each of
the Charter Proposals is conditioned on the
approval of the Business Combination
Proposal.
10. DIRECTOR
James Baumgardner Mgmt For For
Christian Swinbank Mgmt For For
John Rapaport Mgmt For For
James F. O'Neil III Mgmt For For
11. Incentive Plan Proposal - To approve the Mgmt For For
NRC Group Holdings Corp. 2018 Equity and
Incentive Compensation Plan. The Incentive
Plan Proposal is conditioned on the
approval of the Business Combination
Proposal and Proposal 2.
12. To approve (i) the issuance of shares of Mgmt For For
common stock to JFL Partners (ii) the
issuance of up to 2,439,025 shares of
Company common stock and up to 1,000,000
shares of Series A Convertible Preferred
Stock, (iii) the issuance by the Company of
1,951,220 shares of Company common stock
and 300,000 shares of Series A Convertible
Preferred Stock convertible into shares of
Company common stock to JFLCo or one or
more of its affiliated investment funds and
(iv) the potential change of control of the
Company under the NYSE American listing
rules.
13. Adjournment Proposal - To adjourn the Mgmt For For
special meeting to a later date or dates,
if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
special meeting, there are not sufficient
votes to approve the Business Combination
Proposal, the Charter Proposals, the
Director Election Proposal, the Incentive
Plan Proposal or the NYSE Proposal.
--------------------------------------------------------------------------------------------------------------------------
ILG INC Agenda Number: 934861952
--------------------------------------------------------------------------------------------------------------------------
Security: 44967H101
Meeting Type: Special
Meeting Date: 28-Aug-2018
Ticker: ILG
ISIN: US44967H1014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the transactions contemplated by Mgmt For For
the Agreement and Plan of Merger, dated as
of April 30, 2018 (the "merger agreement"),
by and among ILG, Marriott Vacations
Worldwide Corporation, a Delaware
corporation ("MVW"), Ignite Holdco, Inc., a
wholly-owned direct subsidiary of ILG
("Holdco"), Ignite Holdco Subsidiary, Inc.,
a wholly-owned direct subsidiary of Holdco
("Ignite Merger Sub"), Volt Merger Sub,
Inc., a wholly-owned direct subsidiary of
MVW ("Volt Corporate Merger Sub"), (the
"combination transactions").
2. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation that may be paid or
become payable to ILG's named executive
officers in connection with the combination
transactions.
3. To adjourn the ILG Special Meeting, if Mgmt For For
necessary or appropriate, to solicit
additional proxies.
--------------------------------------------------------------------------------------------------------------------------
INDUSTREA ACQUISITION CORP. Agenda Number: 934903899
--------------------------------------------------------------------------------------------------------------------------
Security: 45579J104
Meeting Type: Special
Meeting Date: 04-Dec-2018
Ticker: INDU
ISIN: US45579J1043
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal: Approve Mgmt For For
and adopt the Agreement and Plan of Merger,
dated as of September 7, 2018, by and among
the Company, Concrete Pumping Holdings
Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of the Company
("Newco"), Concrete Pumping Holdings, Inc.,
a Delaware corporation ("CPH"), certain
subsidiaries of Newco, and PGP Investors,
LLC, solely in its capacity as the initial
Holder Representative, a copy of which is
attached to the proxy statement/prospectus
as Annex A.
2. The Nasdaq Proposal: To approve, for Mgmt For For
puposes of complying with applicable Nasdaq
listing rules, the issuance of more than
20% of the Company's issued and outstanding
common stock pursuant to the Business
Combination.
3. The Charter Proposals: To approve the Mgmt For For
following material differences between the
proposed amended and restated certificate
of incorporation of Newco (the "Newco
Charter"): The name of the new public
company will be Concrete Pumping Holdings,
Inc. as opposed to "Industrea Acquisition
Corp."
4. The Charter Proposals: To approve the Mgmt For For
following material differences between the
proposed amended and restated certificate
of incorporation of Newco (the "Newco
Charter"): Newco will have 500,000,000
authorized shares of common stock and
10,000,000 authorized shares of preferred
stock, as opposed to the Company having
220,000,000 authorized shares of common
stock and 1,000,000 authorized shares of
preferred stock.
5. The Charter Proposals: To approve the Mgmt For For
following material differences between the
proposed amended and restated certificate
of incorporation of Newco (the "Newco
Charter"): The Newco Charter will not
include the various provisions applicable
only to special purpose acquisition
companies that the Industrea Charter
contains (such as the obligation to
dissolve and liquidate if a business
combination is not consummated in a certain
period of time).
6. DIRECTOR
Heather L. Faust Mgmt For For
David G. Hall Mgmt For For
Iain Humphries Mgmt For For
Brian Hodges Mgmt For For
John M. Piecuch Mgmt For For
Howard D. Morgan Mgmt For For
David A. B. Brown Mgmt For For
Tariq Osman Mgmt For For
Bruce Young Mgmt For For
7. The Incentive Plan Proposal: To approve the Mgmt For For
Concrete Pumping Holdings, Inc. 2018
Omnibus Incentive Plan, which is an
incentive compensation plan for employees,
directors and consultants of Newco and its
subsidiaries, including CPH, a copy of
which is attached to the proxy
statement/prospectus as Annex C.
8. The Adjournment Proposal: To approve the Mgmt For For
adjournment of the Special Meeting to a
later date or dates, if necessary, to
permit further solicitation and vote of
proxies in the event that there are
insufficient votes for, or otherwise in
connection with, the approval of the
Business Combination Proposal, the Nasdaq
Proposal, the Charter Proposals or the
Incentive Plan Proposal. This proposal will
only be presented at the Special Meeting if
there are not sufficient votes to approve
the Business Combination Proposal the
Nasdaq Proposal.
--------------------------------------------------------------------------------------------------------------------------
KAPSTONE PAPER & PACKAGING CORPORATION Agenda Number: 934863906
--------------------------------------------------------------------------------------------------------------------------
Security: 48562P103
Meeting Type: Special
Meeting Date: 06-Sep-2018
Ticker: KS
ISIN: US48562P1030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adoption of the Agreement and Plan of Mgmt For For
Merger, dated as of January 28, 2018, as it
may be amended from time to time, among the
Company, WestRock Company, Whiskey Holdco,
Inc., Whiskey Merger Sub, Inc. and Kola
Merger Sub, Inc. (the "merger proposal").
2. Adjournment of the special meeting, if Mgmt For For
necessary or appropriate, to solicit
additional proxies if there are not
sufficient votes to approve the merger
proposal.
3. Non-binding advisory approval of the Mgmt For For
compensation and benefits that may be paid,
become payable or be provided to the
Company's named executive officers in
connection with the mergers.
--------------------------------------------------------------------------------------------------------------------------
KAYNE ANDERSON ACQUISITION CORP. Agenda Number: 934891397
--------------------------------------------------------------------------------------------------------------------------
Security: 48661U102
Meeting Type: Special
Meeting Date: 06-Nov-2018
Ticker: KAAC
ISIN: US48661U1025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - To Mgmt For For
consider and vote upon a proposal to (a)
approve and adopt the Contribution
Agreement; (b) approve such acquisition and
the other transactions contemplated by the
Contribution Agreement (the "business
combination" and such proposal, the
"Business Combination Proposal"). A copy of
the Contribution Agreement is attached to
the accompanying proxy statement as Annex
A. The Business Combination Proposal is
conditioned on the approval of the Charter
Proposals and the NASDAQ Proposal.
1a. Stockholder Certification I hereby certify Mgmt Take No Action
that I am not acting in concert, or as a
"group" (as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, as
amended), with any other stockholder with
respect to the Shares in connection with
the proposed business combination.
2. The Class C Charter Proposal - To consider Mgmt For For
and vote upon a proposal to approve and
adopt amendments to KAAC's amended and
restated certificate of incorporation (the
"Charter") to create a new class of capital
stock designated as Class C Common Stock,
par value $0.0001 per share (the "Class C
Common Stock" and such proposal, the "Class
C Charter Proposal"). The Class C Charter
Proposal is conditioned on the approval of
the Combination Proposal, the other Charter
Proposals (as defined below) and the NASDAQ
Proposal (as defined below).
3. The Authorized Class A Share Charter Mgmt For For
Proposal - To consider and vote upon a
proposal to approve and adopt an amendment
to the Charter to increase the number of
authorized shares of KAAC's Class A Common
Stock, par value $0.0001 per share, from
200,000,000 shares to 1,500,000,000 shares.
The Authorized Class A Share Charter
Proposal is conditioned on the approval of
the Business Combination Proposal, the
other Charter Proposals and the NASDAQ
Proposal. A copy of the Second A&R Charter
is attached to accompanying proxy statement
as Annex B.
4. The Authorized Preferred Share Charter Mgmt For For
Proposal - To consider and vote upon a
proposal to approve and adopt an amendment
to the Charter to increase the number of
authorized shares of KAAC's preferred
stock, par value $0.0001 per share, from
1,000,000 shares to 50,000,000 shares. The
Authorized Preferred Share Charter Proposal
is conditioned on the approval of the
Business Combination Proposal, the other
Charter Proposals and the NASDAQ Proposal.
A copy of the Second A&R Charter is
attached to the accompanying proxy
statement as Annex B.
5. The Board Declassification Proposal - To Mgmt For For
consider and vote upon a proposal to
approve and adopt amendments to the Charter
to declassify our board of directors upon
the closing of the business combination.
The Board Declassification Proposal is
conditioned on the approval of the Business
Combination Proposal, the other Charter
Proposals and the NASDAQ Proposal. A copy
of the Second A&R Charter reflecting the
proposed amendment pursuant to the Board
Declassification Proposal is attached to
the accompanying proxy statement as Annex
B.
6. To consider and vote upon a proposal to Mgmt For For
approve and adopt amendments to the Charter
eliminating provisions in the Charter
relating to our initial business
combination that will no longer be
applicable to us following the closing of
the business combination (the "Additional
Charter Proposal" and, together with the
Class C Charter Proposal, the Authorized
Class A Share Charter Proposal, the
Authorized Preferred Share Charter Proposal
and the Board Declassification Proposal,
the "Charter Proposals").
7. The NASDAQ Proposal-To approve:(a) issuance Mgmt For For
of up to 7,313,028 shares of Cl A Common
Stock & 250,000,000 shares of Cl C Common
Stock to Apache Contributor;(b) future
issuance of up to 250,000,000 shares of Cl
A Common Stock to Apache Contributor;
(c)issuance of 3,182,140 warrants to Apache
Contributor;(d) future issuance of up to
37,500,000 shares of Cl A Common Stock to
Apache Contributor as earn-out
consideration;(e)issuance & sale of
57,234,023 shares of Cl A Common Stock to
certain qualified institutional buyers and
accredited investors.
8. The Director Election Proposal - To Mgmt For For
consider and vote upon a proposal to elect
one director to serve as a Class I director
on our board of directors for a term of
three years expiring at the annual meeting
of stockholders to be held in 2021: D. Mark
Leland
9. The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the Special Meeting to a
later date or dates, if necessary or
appropriate, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of the
Business Combination Proposal, the Charter
Proposals, the NASDAQ Proposal or the
Director Election Proposal. The Adjournment
Proposal is not conditioned on the approval
of any other Proposal.
--------------------------------------------------------------------------------------------------------------------------
L3 TECHNOLOGIES, INC. Agenda Number: 934934832
--------------------------------------------------------------------------------------------------------------------------
Security: 502413107
Meeting Type: Special
Meeting Date: 04-Apr-2019
Ticker: LLL
ISIN: US5024131071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To consider and vote on a proposal (the "L3 Mgmt For For
merger agreement proposal") to adopt the
Agreement and Plan of Merger, dated as of
October 12, 2018 (as it may be amended from
time to time), by and among Harris
Corporation, L3 Technologies, Inc. and
Leopard Merger Sub Inc., pursuant to which
Leopard Merger Sub Inc. will merge with and
into L3 Technologies, Inc. and L3
Technologies, Inc. will continue as the
surviving corporation and wholly-owned
subsidiary of Harris Corporation.
2. To consider and vote on an advisory Mgmt For For
(non-binding) proposal (the "L3
compensation proposal") to approve the
executive officer compensation that may be
paid or become payable to L3 Technologies,
Inc.'s named executive officers in
connection with the merger.
3. To consider and vote on a proposal (the "L3 Mgmt For For
adjournment proposal") to approve the
adjournment of the Special Meeting of L3
stockholders, if necessary or appropriate,
including to solicit additional proxies if
there are not sufficient votes at the time
of the Special Meeting to approve the
merger agreement proposal or to ensure that
any supplement or amendment to the
accompanying joint proxy
statement/prospectus is timely provided to
L3 stockholders.
--------------------------------------------------------------------------------------------------------------------------
LEISURE ACQUISITION CORP. Agenda Number: 934902037
--------------------------------------------------------------------------------------------------------------------------
Security: 52539T107
Meeting Type: Annual
Meeting Date: 14-Dec-2018
Ticker: LACQ
ISIN: US52539T1079
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Marc J. Falcone Mgmt For For
2. To ratify the selection by our Audit Mgmt For For
Committee of Marcum LLP to serve as the
Company's independent registered public
accounting firm for the fiscal year ending
December 31, 2018.
--------------------------------------------------------------------------------------------------------------------------
MELLANOX TECHNOLOGIES LTD. Agenda Number: 935045749
--------------------------------------------------------------------------------------------------------------------------
Security: M51363113
Meeting Type: Special
Meeting Date: 20-Jun-2019
Ticker: MLNX
ISIN: IL0011017329
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Are you a Parent Affiliate (as defined in Mgmt For
the Proxy Statement)? By selecting FOR I
confirm that I AM NOT a Parent Affiliate
and by selecting AGAINST I confirm that I
AM a Parent Affiliate.
1b. The Merger Proposal: To approve the Mgmt For For
acquisition of the Company by NVIDIA
International Holdings Inc., a Delaware
corporation ("Parent"), including the
approval of (a) the Agreement and Plan of
Merger (as it may be amended from time to
time, the "Merger Agreement"), dated March
10, 2019, by and among Parent, Teal Barvaz
Ltd., a company organized under the laws of
the State of Israel and a wholly-owned
subsidiary of Parent ("Merger Sub"), NVIDIA
Corporation, a Delaware corporation ...(due
to space limits, see proxy material for
full proposal).
2. The Adjournment Proposal: To approve the Mgmt For For
adjournment of the Extraordinary General
Meeting to a later date or dates if
necessary to solicit additional proxies if
there are insufficient votes to approve the
Merger Proposal at the time of the
Extraordinary General Meeting.
3. The Merger-Related Executive Compensation Mgmt For For
Proposal: To approve on a nonbinding,
advisory basis, any "golden parachute
compensation" that will or may become
payable to the Company's named executive
officers in connection with the Merger.
4a. Do you have a Personal Interest (as defined Mgmt Take No Action
in the Proxy Statement) with regards to
Proposal 4b? By selecting FOR I confirm
that I DO NOT HAVE a Personal Interest and
by selecting AGAINST I confirm I DO HAVE a
Personal Interest in voting this proposal.
4b. The CEO Base Salary Proposal: To approve Mgmt For For
the increase in annual base cash
compensation for Eyal Waldman, our chief
executive officer, from $610,000 to
$650,000.
5a. Do you have a Personal Interest with Mgmt Take No Action
regards to Proposal 5b? By selecting FOR I
confirm that I DO NOT HAVE a Personal
Interest and by selecting AGAINST I confirm
I DO HAVE a Personal Interest in voting
this proposal.
5b. The CEO Cash Incentive Proposal: To approve Mgmt For For
the grant to Mr. Waldman of a 2019
performance-based cash incentive award,
which will be tied to the Company's
achievement of pre-established revenue and
adjusted operating income objectives for
fiscal 2019 and which will be measured and
paid, if earned, in 2020.
6a. Do you have a Personal Interest with Mgmt Take No Action
regards to Proposal 6b? By selecting FOR I
confirm that I DO NOT HAVE a Personal
Interest and by selecting AGAINST I confirm
I DO HAVE a Personal Interest in voting
this proposal.
6b. The CEO Severance Proposal: To approve the Mgmt For For
amendment and restatement of Mr. Waldman's
executive severance benefits agreement, in
accordance with the Amended Severance
Agreement attached as Annex D to the Proxy
Statement, to (i) amend the benefits
thereunder to two years of base salary and
two years of target bonus (to be paid in
accordance with the terms and conditions
therein) and vesting acceleration of 100%
of his equity awards in the event of
certain employment terminations ...(due to
space limits, see proxy material for full
proposal).
7a. Do you have a Personal Interest (as defined Mgmt Take No Action
in the Proxy Statement) with regards to
Proposal 7b? By selecting FOR I confirm
that I DO NOT HAVE a Personal Interest and
by selecting AGAINST I confirm I DO HAVE a
Personal Interest in voting this proposal.
7b. The CEO Equity Award Proposal: To approve Mgmt For For
the grant to Mr.Waldman of a 2019 equity
incentive award of 55,696 restricted share
units.
8a. Do you have a Personal Interest (as defined Mgmt Take No Action
in the Proxy Statement) with regards to
Proposal 8b? By selecting FOR I confirm
that I DO NOT HAVE a Personal Interest and
by selecting AGAINST I confirm I DO HAVE a
Personal Interest in voting this proposal.
8b. The CEO Tax Equalization Proposal: To Mgmt For For
approve certain tax equalization payments
to Mr. Waldman to reimburse Mr. Waldman for
additional personal income tax liability
incurred as the result of him allocating
his time between Israel and the United
States in the amount of $54,000 for the
2018 tax year and an amount to be
determined consistently with past practice
but not to exceed $125,000 for the 2019 tax
year to be made as soon as administratively
practicable after the tax differential is
...(due to space limits, see proxy material
for full proposal).
9. The Waters Bonus Proposal: To approve Mgmt For For
payment of a cash bonus of $25,000 to Greg
Waters, an independent member of the
Company's board of directors, in
recognition of his services with respect to
the Merger.
--------------------------------------------------------------------------------------------------------------------------
MODERN MEDIA ACQUISITION CORP. Agenda Number: 934921695
--------------------------------------------------------------------------------------------------------------------------
Security: 60765P103
Meeting Type: Special
Meeting Date: 08-Feb-2019
Ticker: MMDM
ISIN: US60765P1030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment: Proposal to amend the Mgmt For For
Company's Second Amended and Restated
Certificate of Incorporation to extend the
date by which the Company must consummate a
business combination from February 17, 2019
to June 17, 2019.
2. Trust Amendment: Proposal to amend the Mgmt For For
Investment Management Trust Agreement,
dated as of May 17, 2017, between the
Company and Continental Stock Transfer &
Trust Company ("Continental"), to extend
the date on which Continental must
liquidate the trust account established in
connection with the Company's initial
public offering if the Company has not
completed a business combination from
February 17, 2019 to June 17, 2019.
3a. Election of Class I Director: John White Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
MODERN MEDIA ACQUISITION CORP. Agenda Number: 935036738
--------------------------------------------------------------------------------------------------------------------------
Security: 60765P103
Meeting Type: Special
Meeting Date: 14-Jun-2019
Ticker: MMDM
ISIN: US60765P1030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment: Proposal to amend the Mgmt For For
Company's Second Amended and Restated
Certificate of Incorporation to extend the
date by which the Company must consummate a
business combination from June 17, 2019 to
August 17, 2019.
2. Trust Amendment: Proposal to amend the Mgmt For For
Investment Management Trust Agreement,
dated as of May 17, 2017, between the
Company and Continental Stock Transfer &
Trust Company ("Continental"), to extend
the date on which Continental must
liquidate the trust account established in
connection with the Company's initial
public offering if the Company has not
completed a business combination from June
17, 2019 to August 17, 2019.
3. Adjournment Proposal: Proposal to direct Mgmt For For
the chairman of the special meeting to
adjourn the special meeting to a later date
or dates, if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
special meeting, there are not sufficient
votes to approve the Proposals 1 and 2.
--------------------------------------------------------------------------------------------------------------------------
NEWFIELD EXPLORATION COMPANY Agenda Number: 934920225
--------------------------------------------------------------------------------------------------------------------------
Security: 651290108
Meeting Type: Special
Meeting Date: 12-Feb-2019
Ticker: NFX
ISIN: US6512901082
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of October 31, 2018 (as it may be
amended from time to time, the "merger
agreement"), a copy of which is attached as
Annex A to the joint proxy
statement/prospectus of which this proxy
card is a part, among Newfield Exploration
Company ("Newfield"), Encana Corporation, a
Canadian corporation ("Encana"), and
Neapolitan Merger Corp., a Delaware
corporation and an indirect wholly-owned
subsidiary of Encana ("Merger Sub").
2. To approve, on an advisory (non-binding) Mgmt For For
basis, the compensation that may be paid or
become payable to Newfield's named
executive officers in connection with the
merger.
3. To approve the adjournment of the Newfield Mgmt For For
special meeting, if necessary or
appropriate, to solicit additional proxies
if there are not sufficient votes to adopt
the merger agreement.
--------------------------------------------------------------------------------------------------------------------------
OCEAN RIG UDW INC Agenda Number: 934891412
--------------------------------------------------------------------------------------------------------------------------
Security: G66964118
Meeting Type: Special
Meeting Date: 29-Nov-2018
Ticker: ORIG
ISIN: KYG669641188
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of a special resolution pursuant Mgmt For For
to the Cayman Islands Companies Law (2018
Revision) of the laws of the Cayman Islands
and the Second Amended and Restated
Memorandum and Articles of Association (the
"Articles") of Ocean Rig UDW Inc. ("Ocean
rig") to approve the merger agreement,
dated as of September 3, 2018 (the "Merger
Agreement"), by and among Ocean Rig,
Transocean Ltd. ("Transocean"), Transocean
Oceanus Holdings Limited, and Transocean
Oceanus Limited ("Merger Sub"), and the
transactions contemplated thereby.
2. Approval of adjournments of the Ocean Rig Mgmt For For
Extraordinary General Meeting, if
necessary, to permit further solicitation
of proxies if there are not sufficient
votes at the time of the meeting to approve
the Merger Agreement.
1a. Election to be a Drag-Along Seller (as Mgmt Take No Action
defined in the Articles) and to authorize
the officers of Transocean to take all such
actions to effect the transactions
contemplated by the Merger Agreement as a
Drag-Along Sale (as defined in the
Articles) in accordance with Article 6.2.2
of the Articles, to the extent permitted
thereunder and Transocean determines it is
advisable to pursue a Drag-Along Sale,
provided that in all cases the Merger
Agreement has not been terminated in
accordance with its terms.
--------------------------------------------------------------------------------------------------------------------------
ORBOTECH LTD. Agenda Number: 934849843
--------------------------------------------------------------------------------------------------------------------------
Security: M75253100
Meeting Type: Special
Meeting Date: 12-Jul-2018
Ticker: ORBK
ISIN: IL0010823388
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO APPROVE AND ADOPT (I) THE AGREEMENT AND Mgmt For For
PLAN OF MERGER DATED MARCH 18, 2018, AS
AMENDED (THE "MERGER AGREEMENT"), AMONG
KLA-TENCOR CORPORATION ("KLA-TENCOR"),
TIBURON MERGER SUB TECHNOLOGIES LTD.
("MERGER SUB") AND THE COMPANY; (II) THE
MERGER OF MERGER SUB WITH AND INTO THE
COMPANY (THE "MERGER") ON THE TERMS AND
SUBJECT TO THE CONDITIONS SET FORTH IN THE
MERGER AGREEMENT AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTIONS 314-327 OF THE
ISRAELI COMPANIES LAW, 1999 AND THE RULES
AND REGULATIONS PROMULGATED THEREUNDER.
1a. Are you KLA-Tencor, Merger Sub, or a KLA Mgmt Against
Related Person (as such term is defined in
the Proxy Statement) with respect to the
item listed above? If you have not marked
"NO" on the proxy (or in your electronic
submission), thereby confirming you are not
KLA-Tencor, Merger Sub, or a KLA Related
Person, your vote will not be counted for
purposes of the Merger Majority (as such
term is defined in the Proxy Statement).
Mark "for" = yes or "against" = no.
--------------------------------------------------------------------------------------------------------------------------
PENSARE ACQUISITION CORP Agenda Number: 934919741
--------------------------------------------------------------------------------------------------------------------------
Security: 70957E105
Meeting Type: Special
Meeting Date: 28-Jan-2019
Ticker: WRLS
ISIN: US70957E1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Charter Amendment: Amend Pensare's Mgmt For For
Amended and Restated Certificate of
Incorporation to extend the date by which
the Company has to consummate a business
combination (the "Extension") for an
additional three months, from February 1,
2019 to May 1, 2019, and permit holders of
public shares to redeem their shares for
their pro rata portion of the trust
account.
2. DIRECTOR
U. Bertram Ellis, Jr. Mgmt For For
Karl Krapek Mgmt For For
Dennis Lockhart Mgmt For For
Dr. Klaas Baks Mgmt For For
3. Ratification of Selection of Independent Mgmt For For
Registered Public Accounting Firm: To
ratify the selection by our Audit Committee
of Marcum LLP to serve as the Company's
independent registered public accounting
firm for the fiscal year ending March 31,
2019.
--------------------------------------------------------------------------------------------------------------------------
PENSARE ACQUISITION CORP Agenda Number: 934985207
--------------------------------------------------------------------------------------------------------------------------
Security: 70957E105
Meeting Type: Special
Meeting Date: 29-Apr-2019
Ticker: WRLS
ISIN: US70957E1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Charter Amendment: To amend Pensare's Mgmt For For
Amended and Restated Certificate of
Incorporation to extend the date by which
the Company has to consummate a business
combination (the "Extension") for an
additional three months, from May 1, 2019
to August 1, 2019, and permit holders of
public shares to redeem their shares for
their pro rata portion of the trust
account.
2. Adjournment of the Meeting: To direct the Mgmt For For
chairman of the special meeting to adjourn
the special meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
special meeting, there are not sufficient
votes to approve any of the foregoing
proposal.
--------------------------------------------------------------------------------------------------------------------------
PINNACLE FOODS INC. Agenda Number: 934878995
--------------------------------------------------------------------------------------------------------------------------
Security: 72348P104
Meeting Type: Special
Meeting Date: 23-Oct-2018
Ticker: PF
ISIN: US72348P1049
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adopt the Agreement and Plan of Merger, Mgmt For For
dated as of June 26, 2018, as it may be
amended from time to time (the "merger
agreement"), by and among Pinnacle Foods
Inc., a Delaware corporation, Conagra
Brands Inc., a Delaware corporation, and
Patriot Merger Sub Inc., a Delaware
corporation.
2. Approve, on a non-binding, advisory basis, Mgmt For For
the compensation that may be paid or may
become payable to Pinnacle Foods Inc.'s
named executive officers in connection
with, or following, the closing of the
merger contemplated by the merger
agreement.
3. Approve adjournments of the Special Mgmt For For
Meeting, if necessary or appropriate, to
solicit additional proxies in favor of the
proposal to adopt the merger agreement at
the time of the Special Meeting.
--------------------------------------------------------------------------------------------------------------------------
QUANTENNA COMMUNICATIONS, INC. Agenda Number: 935036714
--------------------------------------------------------------------------------------------------------------------------
Security: 74766D100
Meeting Type: Special
Meeting Date: 14-Jun-2019
Ticker: QTNA
ISIN: US74766D1000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal to adopt Agreement and Plan of Mgmt For For
Merger, (which we refer to as "merger
agreement"), among ON Semiconductor
Corporation (which we refer to as "ON
Semiconductor"), Raptor Operations Sub,
Inc. (which we refer to as "Merger Sub"),
which is a wholly owned subsidiary of ON
Semiconductor, and Quantenna
Communications, Inc. (which we refer to as
"Quantenna"), pursuant to which Merger Sub
will be merged with and into Quantenna
(which we refer to as "merger").
2. To consider and vote on a non-binding, Mgmt For For
advisory proposal to approve specified
compensation that will or may become
payable to Quantenna's named executive
officers in connection with the merger.
3. To consider and vote on a proposal to Mgmt For For
adjourn the special meeting, if necessary,
to solicit additional proxies if there are
not sufficient votes at the time of the
special meeting to adopt the merger
agreement.
--------------------------------------------------------------------------------------------------------------------------
RED HAT, INC. Agenda Number: 934914222
--------------------------------------------------------------------------------------------------------------------------
Security: 756577102
Meeting Type: Special
Meeting Date: 16-Jan-2019
Ticker: RHT
ISIN: US7565771026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger Mgmt For For
(as it may be amended from time to time),
dated as of October 28, 2018, which we
refer to as the merger agreement, by and
among Red Hat, Inc., International Business
Machines Corporation and Socrates
Acquisition Corp.
2. To approve, by means of a non-binding, Mgmt For For
advisory vote, compensation that will or
may become payable to the named executive
officers of Red Hat, Inc. in connection
with the merger.
3. To approve one or more adjournments of the Mgmt For For
special meeting to a later date or dates,
if necessary or appropriate, to solicit
additional proxies if there are
insufficient votes to adopt the merger
agreement at the then-scheduled date and
time of the special meeting.
--------------------------------------------------------------------------------------------------------------------------
RITE AID CORPORATION Agenda Number: 934853195
--------------------------------------------------------------------------------------------------------------------------
Security: 767754104
Meeting Type: Special
Meeting Date: 09-Aug-2018
Ticker: RAD
ISIN: US7677541044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The proposal to adopt the Agreement and Mgmt For For
Plan of Merger, dated as of February 18,
2018 (the "Merger Agreement"), among
Albertsons Companies, Inc., Ranch
Acquisition Corp., Ranch Acquisition II LLC
and Rite Aid Corporation ("Rite Aid"), as
it may be amended from time to time.
2. The proposal to approve, by means of a Mgmt For For
non-binding, advisory vote, compensation
that will or may become payable to Rite
Aid's named executive officers in
connection with the merger contemplated by
the Merger Agreement.
3. The proposal to approve one or more Mgmt For For
adjournments of the Special Meeting to a
later date or dates, if necessary or
appropriate, to solicit additional proxies
if there are insufficient votes to adopt
the Merger Agreement at the time of the
Special Meeting.
--------------------------------------------------------------------------------------------------------------------------
RITE AID CORPORATION Agenda Number: 934883718
--------------------------------------------------------------------------------------------------------------------------
Security: 767754104
Meeting Type: Annual
Meeting Date: 30-Oct-2018
Ticker: RAD
ISIN: US7677541044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Joseph B. Anderson, Mgmt For For
Jr.
1b. Election of Director: Bruce G. Bodaken Mgmt For For
1c. Election of Director: Robert E. Knowling, Mgmt For For
Jr.
1d. Election of Director: Kevin E. Lofton Mgmt For For
1e. Election of Director: Louis P. Miramontes Mgmt For For
1f. Election of Director: Arun Nayar Mgmt For For
1g. Election of Director: Michael N. Regan Mgmt For For
1h. Election of Director: John T. Standley Mgmt For For
1i. Election of Director: Marcy Syms Mgmt For For
2. Ratify the appointment of Deloitte & Touche Mgmt For For
LLP as our independent registered public
accounting firm.
3. Approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers as presented in the proxy
statement.
4. Consider a stockholder proposal, if Shr Against For
properly presented at the Annual Meeting,
seeking to adopt a policy that the chairman
be an independent director.
5. Consider a stockholder proposal, if Shr Against For
properly presented at the Annual Meeting,
seeking a sustainability report.
6. Consider a stockholder proposal, if Shr Against For
properly presented at the Annual Meeting,
seeking a report on governance measures
related to opioids.
--------------------------------------------------------------------------------------------------------------------------
SENDGRID, INC. Agenda Number: 934916327
--------------------------------------------------------------------------------------------------------------------------
Security: 816883102
Meeting Type: Special
Meeting Date: 30-Jan-2019
Ticker: SEND
ISIN: US8168831027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger Mgmt For For
and Reorganization, dated October 15, 2018,
among Twilio Inc., Topaz Merger Subsidiary,
Inc., and SendGrid, Inc., as amended on
December 13, 2018 and as such agreement may
be further amended from time to time (the
"merger agreement").
2. To approve, on an advisory (non-binding) Mgmt For For
basis, the compensation that may be paid or
become payable to SendGrid's named
executive officers that is based on or
otherwise relates to the merger agreement
and the transactions contemplated by the
merger agreement.
3. To approve adjournments of the SendGrid Mgmt For For
special meeting, if necessary and
appropriate, to solicit additional proxies
if there are not sufficient votes to
approve the SendGrid merger proposal.
--------------------------------------------------------------------------------------------------------------------------
SHIRE PLC Agenda Number: 934899622
--------------------------------------------------------------------------------------------------------------------------
Security: 82481R106
Meeting Type: Special
Meeting Date: 05-Dec-2018
Ticker: SHPG
ISIN: US82481R1068
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the Scheme of Arrangement. Mgmt For For
2. Special Resolution: THAT for the purpose of Mgmt For For
giving effect to the Scheme of Arrangement:
(1) the Board of Directors of the Company
(the "Board") be authorized to take all
such action as they may consider necessary
or appropriate for carrying the Scheme of
Arrangement into effect, (2) the articles
of association of the Company be amended by
the adoption and inclusion of a new Article
154 and (3) conditional upon and with
effect from the sanctioning of the Scheme
of Arrangement ...(due to space limits, see
proxy material for full proposal).
--------------------------------------------------------------------------------------------------------------------------
SPECTRA ENERGY PARTNERS, LP Agenda Number: 934901390
--------------------------------------------------------------------------------------------------------------------------
Security: 84756N109
Meeting Type: Consent
Meeting Date: 13-Dec-2018
Ticker: SEP
ISIN: US84756N1090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of merger of Autumn Acquisition Mgmt For For
Sub, LLC, a Delaware limited liability
company & an indirect wholly-owned
subsidiary of Enbridge Inc., with & into
Spectra Energy Partners, LP (SEP), with SEP
continuing as surviving entity & an
indirect wholly-owned subsidiary of
Enbridge, & approval of Agreement & Plan
of Merger, as such agreement may be amended
from time to time, entered into by & among
SEP, Spectra Energy Partners (DE) GP, LP,
Enbridge, Enbridge (U.S.) Inc., Merger Sub
and, solely for purposes of Article I,
Article II & Article XI therein.
--------------------------------------------------------------------------------------------------------------------------
SUNCOKE ENERGY PARTNERS LP Agenda Number: 935039873
--------------------------------------------------------------------------------------------------------------------------
Security: 86722Y101
Meeting Type: Consent
Meeting Date: 27-Jun-2019
Ticker: SXCP
ISIN: US86722Y1010
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The undersigned holder of SXCP Common Units Mgmt For For
does hereby vote, as indicated, with
respect to the approval and adoption of the
Merger Agreement and the transactions
contemplated thereby, including the merger
of Merger Sub with and into SXCP, with SXCP
surviving as a whollyowned subsidiary of
SunCoke.
--------------------------------------------------------------------------------------------------------------------------
THE DUN & BRADSTREET CORPORATION Agenda Number: 934884607
--------------------------------------------------------------------------------------------------------------------------
Security: 26483E100
Meeting Type: Special
Meeting Date: 07-Nov-2018
Ticker: DNB
ISIN: US26483E1001
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adopt the Agreement and Plan of Merger, Mgmt For For
dated as of August 8, 2018, among The Dun &
Bradstreet Corporation, Star Parent, L.P.
and Star Merger Sub, Inc. (as may be
amended from time to time, the "merger
agreement").
2. Approve, on an advisory (non-binding) Mgmt For For
basis, the compensation that may be paid or
become payable to The Dun & Bradstreet
Corporation's named executive officers in
connection with the merger.
3. Approve the adjournment of the special Mgmt For For
meeting, if necessary or appropriate, to
solicit additional proxies if there are not
sufficient votes to adopt the merger
agreement.
--------------------------------------------------------------------------------------------------------------------------
TRAVELPORT WORLDWIDE LIMITED Agenda Number: 934929451
--------------------------------------------------------------------------------------------------------------------------
Security: G9019D104
Meeting Type: Special
Meeting Date: 15-Mar-2019
Ticker: TVPT
ISIN: BMG9019D1048
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of the Agreement and Plan of Mgmt For For
Merger, by and among Travelport Worldwide
Limited, Toro Private Holdings III, Ltd.
("Parent"), and following the execution of
the joinder agreement, dated December 11,
2018, Toro Private Holdings IV, Ltd.
Pursuant to which Merger Sub will merge
with and into Travelport, with Travelport
continuing as the surviving company and a
wholly owned subsidiary of Parent, the
statutory merger agreement required in
accordance with Section 105 of the Bermuda
Companies Act 1981, as amended, and the
Merger.
2. Approval of the adjournment of the special Mgmt For For
general meeting of Travelport (the "Special
General Meeting") to a later date or dates
if necessary or appropriate to solicit
additional proxies if there are
insufficient votes to approve the Merger
Proposal at the time of the Special General
Meeting.
3. Approval on an advisory (non-binding) Mgmt For For
basis, of the compensation that may be paid
or become payable to Travelport's named
executive officers in connection with the
Merger.
--------------------------------------------------------------------------------------------------------------------------
TWENTY-FIRST CENTURY FOX, INC. Agenda Number: 934841481
--------------------------------------------------------------------------------------------------------------------------
Security: 90130A101
Meeting Type: Special
Meeting Date: 10-Jul-2018
Ticker: FOXA
ISIN: US90130A1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. IMPORTANT: The special meeting of Mgmt For For
stockholders scheduled for July 10, 2018
has been postponed and voting will no
longer be processed. A new proxy with a
July 27, 2018 meeting date will be sent to
stockholders as soon as it is available and
a NEW VOTE will be required. If you have
already voted the July 10, 2018 proxy, you
will need to vote again using the new
ballot(s) you will receive for the July 27,
2018 meeting. Your vote is important.
Please make sure you vote your new proxy.
Thank you.
2. IMPORTANT: The special meeting of Mgmt For For
stockholders scheduled for July 10, 2018
has been postponed and voting will no
longer be processed. A new proxy with a
July 27, 2018 meeting date will be sent to
stockholders as soon as it is available and
a NEW VOTE will be required. If you have
already voted the July 10, 2018 proxy, you
will need to vote again using the new
ballot(s) you will receive for the July 27,
2018 meeting. Your vote is important.
Please make sure you vote your new proxy.
Thank you.
--------------------------------------------------------------------------------------------------------------------------
TWENTY-FIRST CENTURY FOX, INC. Agenda Number: 934841493
--------------------------------------------------------------------------------------------------------------------------
Security: 90130A200
Meeting Type: Special
Meeting Date: 10-Jul-2018
Ticker: FOX
ISIN: US90130A2006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. IMPORTANT: The special meeting of Mgmt For For
stockholders scheduled for July 10, 2018
has been postponed and voting will no
longer be processed. A new proxy with a
July 27, 2018 meeting date will be sent to
stockholders as soon as it is available and
a NEW VOTE will be required. If you have
already voted the July 10, 2018 proxy, you
will need to vote again using the new
ballot(s) you will receive for the July 27,
2018 meeting. Your vote is important.
Please make sure you vote your new proxy.
Thank you.
2. IMPORTANT: The special meeting of Mgmt For For
stockholders scheduled for July 10, 2018
has been postponed and voting will no
longer be processed. A new proxy with a
July 27, 2018 meeting date will be sent to
stockholders as soon as it is available and
a NEW VOTE will be required. If you have
already voted the July 10, 2018 proxy, you
will need to vote again using the new
ballot(s) you will receive for the July 27,
2018 meeting. Your vote is important.
Please make sure you vote your new proxy.
Thank you.
3. IMPORTANT: The special meeting of Mgmt For For
stockholders scheduled for July 10, 2018
has been postponed and voting will no
longer be processed. A new proxy with a
July 27, 2018 meeting date will be sent to
stockholders as soon as it is available and
a NEW VOTE will be required. If you have
already voted the July 10, 2018 proxy, you
will need to vote again using the new
ballot(s) you will receive for the July 27,
2018 meeting. Your vote is important.
Please make sure you vote your new proxy.
Thank you.
4. IMPORTANT: The special meeting of Mgmt For For
stockholders scheduled for July 10, 2018
has been postponed and voting will no
longer be processed. A new proxy with a
July 27, 2018 meeting date will be sent to
stockholders as soon as it is available and
a NEW VOTE will be required. If you have
already voted the July 10, 2018 proxy, you
will need to vote again using the new
ballot(s) you will receive for the July 27,
2018 meeting. Your vote is important.
Please make sure you vote your new proxy.
Thank you.
5. IMPORTANT: The special meeting of Mgmt For For
stockholders scheduled for July 10, 2018
has been postponed and voting will no
longer be processed. A new proxy with a
July 27, 2018 meeting date will be sent to
stockholders as soon as it is available and
a NEW VOTE will be required. If you have
already voted the July 10, 2018 proxy, you
will need to vote again using the new
ballot(s) you will receive for the July 27,
2018 meeting. Your vote is important.
Please make sure you vote your new proxy.
Thank you.
6. IMPORTANT: The special meeting of Mgmt For For
stockholders scheduled for July 10, 2018
has been postponed and voting will no
longer be processed. A new proxy with a
July 27, 2018 meeting date will be sent to
stockholders as soon as it is available and
a NEW VOTE will be required. If you have
already voted the July 10, 2018 proxy, you
will need to vote again using the new
ballot(s) you will receive for the July 27,
2018 meeting. Your vote is important.
Please make sure you vote your new proxy.
Thank you.
--------------------------------------------------------------------------------------------------------------------------
TWENTY-FIRST CENTURY FOX, INC. Agenda Number: 934854212
--------------------------------------------------------------------------------------------------------------------------
Security: 90130A101
Meeting Type: Special
Meeting Date: 27-Jul-2018
Ticker: FOXA
ISIN: US90130A1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal to adopt the Amended and Mgmt For For
Restated Agreement and Plan of Merger,
dated as of June 20, 2018, as it may be
amended from time to time, by and among
Twenty-First Century Fox, Inc. ("21CF"), a
Delaware corporation, The Walt Disney
Company ("Disney"), a Delaware corporation,
TWDC Holdco 613 Corp. ("New Disney"), a
Delaware corporation and a wholly owned
subsidiary of Disney, WDC Merger
Enterprises I, Inc., a Delaware corporation
and a wholly owned subsidiary of New
Disney, and ...(due to space limits, see
proxy statement for full proposal)
2. A proposal to adopt the Amended and Mgmt For For
Restated Distribution Agreement and Plan of
Merger, dated as of June 20, 2018, as it
may be amended from time to time, by and
between 21CF and 21CF Distribution Merger
Sub, Inc., a Delaware corporation, a copy
of which is attached as Annex B to the
accompanying joint proxy
statement/prospectus (referred to as the
"distribution merger proposal").
--------------------------------------------------------------------------------------------------------------------------
TWENTY-FIRST CENTURY FOX, INC. Agenda Number: 934854224
--------------------------------------------------------------------------------------------------------------------------
Security: 90130A200
Meeting Type: Special
Meeting Date: 27-Jul-2018
Ticker: FOX
ISIN: US90130A2006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal to adopt the Amended and Mgmt For For
Restated Agreement and Plan of Merger,
dated as of June 20, 2018, as it may be
amended from time to time, by and among
Twenty-First Century Fox, Inc. ("21CF"), a
Delaware corporation, The Walt Disney
Company ("Disney"), a Delaware corporation,
TWDC Holdco 613 Corp. ("New Disney"), a
Delaware corporation and a wholly owned
subsidiary of Disney, WDC Merger
Enterprises I, Inc., a Delaware corporation
and a wholly owned subsidiary of New
Disney, and ...(due to space limits, see
proxy statement for full proposal)
2. A proposal to adopt the Amended and Mgmt For For
Restated Distribution Agreement and Plan of
Merger, dated as of June 20, 2018, as it
may be amended from time to time, by and
between 21CF and 21CF Distribution Merger
Sub, Inc., a Delaware corporation, a copy
of which is attached as Annex B to the
accompanying joint proxy
statement/prospectus (referred to as the
"distribution merger proposal").
3. A proposal to approve an amendment to the Mgmt For For
Restated Certificate of Incorporation of
21CF (referred to as the "21CF charter")
with respect to the hook stock shares as
described in the accompanying joint proxy
statement/prospectus and the certificate of
amendment to the 21CF charter, a copy of
which is attached as Annex E to the
accompanying joint proxy
statement/prospectus (referred to as the
"21CF charter amendment proposal").
4. A proposal to approve adjournments of the Mgmt For For
21CF special meeting, if necessary or
appropriate, to solicit additional proxies
if there are insufficient votes at the time
of the 21CF special meeting to approve the
combination merger proposal, the
distribution merger proposal or the 21CF
charter amendment proposal (referred to as
the "21CF adjournment proposal").
5. A proposal to approve, by non-binding, Mgmt For For
advisory vote, certain compensation that
may be paid or become payable to 21CF's
named executive officers in connection with
the transactions and the agreements and
understandings pursuant to which such
compensation may be paid or become payable
(referred to as the "compensation
proposal").
--------------------------------------------------------------------------------------------------------------------------
TWENTY-FIRST CENTURY FOX, INC. Agenda Number: 934883201
--------------------------------------------------------------------------------------------------------------------------
Security: 90130A200
Meeting Type: Annual
Meeting Date: 14-Nov-2018
Ticker: FOX
ISIN: US90130A2006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: K. Rupert Murdoch AC Mgmt For For
1b. Election of Director: Lachlan K. Murdoch Mgmt For For
1c. Election of Director: Delphine Arnault Mgmt For For
1d. Election of Director: James W. Breyer Mgmt For For
1e. Election of Director: Chase Carey Mgmt For For
1f. Election of Director: David F. DeVoe Mgmt For For
1g. Election of Director: Sir Roderick I. Mgmt For For
Eddington
1h. Election of Director: James R. Murdoch Mgmt For For
1i. Election of Director: Jacques Nasser AC Mgmt For For
1j. Election of Director: Robert S. Silberman Mgmt For For
1k. Election of Director: Tidjane Thiam Mgmt For For
2. Proposal to ratify the selection of Ernst & Mgmt For For
Young LLP as the Company's independent
registered public accounting firm for the
fiscal year ending June 30, 2019.
3. Advisory Vote on Executive Compensation. Mgmt For For
4. Stockholder Proposal regarding Elimination Shr For Against
of the Company's Dual Class Capital
Structure.
--------------------------------------------------------------------------------------------------------------------------
UNION ACQUISITION CORP. Agenda Number: 934929273
--------------------------------------------------------------------------------------------------------------------------
Security: G9366W101
Meeting Type: Special
Meeting Date: 27-Feb-2019
Ticker: LTN
ISIN: KYG9366W1015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination and Rizobacter Mgmt For For
Call Option Agreement Proposal-To consider
and vote upon a proposal to (i) approve and
adopt the share exchange agreement, by and
between UAC, Joseph J. Schena, in his
capacity as a representative of UAC
shareholders, and Bioceres, Inc., a
Delaware corporation that will convert to
Bioceres LLC ("Seller") (ii) ratify the
amended call option agreement, dated as of
October 22, 2018, as may be amended from
time to time.
1a. I HEREBY EXERCISE MY REDEMPTION RIGHTS Mgmt For
1b. SHAREHOLDER CERTIFICATION: I hereby certify Mgmt For
that I am not acting in concert, or as a
"group" (as defined in Section 13(d) (3) of
the Securities Exchange Act of 1934, as
amended), with any other shareholder with
respect to the shares of UAC owned by me in
connection with the proposed business
combination between UAC and Bioceres LLC.
2. The Articles Amendment Proposals-To Mgmt For For
consider and vote upon four separate
proposals to approve by special resolution,
assuming the Business Combination and
Rizobacter Call Option Agreement Proposal
is approved and adopted, the following
amendments to UAC's amended and restated
memorandum and articles of association (the
"Articles"): To consider and vote upon an
amendment to the Articles to authorize
changing the post- business combination
corporate name from "Union Acquisition
Corp." to "Bioceres Crop Solutions Corp."
("BIOX")
3. To consider and vote upon an amendment to Mgmt For For
the Articles to authorize changing UAC's
fiscal year end to June 30.
4. To consider and vote upon an amendment to Mgmt For For
the Articles to authorize removing certain
provisions relating to UAC's status as a
blank-check company that will no longer
apply upon consummation of the business
combination.
5. To consider and vote upon an amendment to Mgmt For For
the Articles to authorize removing the
classified board structure of the UAC
Board.
6. The Director Election Proposal-To consider Mgmt For For
and vote upon a proposal to appoint seven
directors to serve on the board of
directors of BIOX until their respective
successors are duly elected and qualified
pursuant to the terms of the Articles.
7. The NYSE Proposal-To consider and vote upon Mgmt For For
a proposal to approve, assuming the
Business Combination and Rizobacter Call
Option Agreement Proposal and the Articles
Amendment Proposals are approved and
adopted, for purposes of complying with
applicable provisions of Section 312.03 of
the New York Stock Exchange Listed Company
Manual, the issuance of more than 20% of
UAC's issued and outstanding ordinary
shares to the Seller in connection with the
business combination and the related change
of control.
8. The Adjournment Proposal-To consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the general meeting to a
later date or dates, if necessary.
--------------------------------------------------------------------------------------------------------------------------
VERSUM MATERIALS, INC. Agenda Number: 935034114
--------------------------------------------------------------------------------------------------------------------------
Security: 92532W103
Meeting Type: Special
Meeting Date: 17-Jun-2019
Ticker: VSM
ISIN: US92532W1036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adoption of the Agreement and Plan of Mgmt For For
Merger, dated as of April 12, 2019 (as it
may be amended from time to time) (the
"merger agreement"), by and among Versum
Materials, Inc. ("Versum"), Merck KGaA,
Darmstadt, Germany ("Parent"), and EMD
Performance Materials Holding, Inc.
("Merger Sub"), pursuant to which Merger
Sub will merge with and into Versum, with
Versum surviving and continuing as the
surviving corporation in the merger and a
wholly-owned subsidiary of Parent ("the
merger agreement proposal").
2. Approval, on a non-binding, advisory basis, Mgmt For For
of the compensation that will or may be
paid to Versum's named executive officers
in connection with the transactions
contemplated by the merger agreement ("the
compensation proposal").
3. Approval of the adjournment of the special Mgmt For For
meeting to solicit additional proxies if
there are not sufficient votes at the time
of the special meeting to approve the
merger agreement proposal or to ensure that
any supplement or amendment to the
accompanying proxy statement is timely
provided to Versum stockholders ("the
adjournment proposal").
--------------------------------------------------------------------------------------------------------------------------
WABCO HOLDINGS INC. Agenda Number: 934995020
--------------------------------------------------------------------------------------------------------------------------
Security: 92927K102
Meeting Type: Annual
Meeting Date: 30-May-2019
Ticker: WBC
ISIN: US92927K1025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Jacques Esculier Mgmt For For
Thomas S. Gross Mgmt For For
Henry R. Keizer Mgmt For For
2. Ratify the selection of Ernst & Young Mgmt For For
Bedrijfsrevisoren BCVBA/Reviseurs
d'Entreprises SCCRL as the Company's
independent registered public accounting
firm for the year ending December 31, 2019.
3. Approve, on an advisory basis, the Mgmt For For
compensation paid to the Company's named
executive officers ("Say-on-Pay").
--------------------------------------------------------------------------------------------------------------------------
WABCO HOLDINGS INC. Agenda Number: 935038249
--------------------------------------------------------------------------------------------------------------------------
Security: 92927K102
Meeting Type: Special
Meeting Date: 27-Jun-2019
Ticker: WBC
ISIN: US92927K1025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger Mgmt For For
(as it may be amended from time to time),
dated as of March 28, 2019 (the "Merger
Agreement"), by and among WABCO Holdings
Inc., ZF Friedrichshafen AG and Verona
Merger Sub Corp.
2. To approve, by means of a non-binding, Mgmt For For
advisory vote, compensation that will or
may become payable to the named executive
officers of WABCO Holdings Inc. in
connection with the merger.
3. To approve one or more adjournments or Mgmt For For
postponements of the special meeting to a
later date or dates, if necessary or
appropriate, to solicit additional proxies
if there are insufficient votes to adopt
the Merger Agreement at the then- scheduled
date and time of the special meeting.
--------------------------------------------------------------------------------------------------------------------------
WELLCARE HEALTH PLANS, INC. Agenda Number: 935041587
--------------------------------------------------------------------------------------------------------------------------
Security: 94946T106
Meeting Type: Special
Meeting Date: 24-Jun-2019
Ticker: WCG
ISIN: US94946T1060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of March 26, 2019 (the "Merger
Agreement"), by and among Centene
Corporation, Wellington Merger Sub I, Inc.,
Wellington Merger Sub II, Inc. and WellCare
Health Plans, Inc. ("WellCare"), as may be
amended from time to time (the "Merger
Agreement Proposal").
2. To approve, on a non-binding advisory Mgmt For For
basis, compensation payable to executive
officers of WellCare in connection with the
transactions contemplated by the Merger
Agreement.
3. To approve any proposal to adjourn the Mgmt For For
special meeting of stockholders of WellCare
(the "WellCare Special Meeting") from time
to time, if necessary or appropriate, to
solicit additional proxies in the event
there are not sufficient votes at the time
of the WellCare Special Meeting to approve
the Merger Agreement Proposal.
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WORLDPAY INC. Agenda Number: 934967362
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Security: 981558109
Meeting Type: Annual
Meeting Date: 16-May-2019
Ticker: WP
ISIN: US9815581098
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Lee Adrean Mgmt For For
Mark Heimbouch Mgmt For For
Gary Lauer Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of the Company's named
executive officers.
3. To approve, on an advisory basis, the Mgmt 1 Year For
preferred frequency of stockholder advisory
votes on executive compensation.
4. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as the Company's independent
registered public accounting firm for the
fiscal year ending December 31, 2019.
* 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) The Merger Fund
By (Signature) /s/ Bruce Rubin
Name Bruce Rubin
Title Chief Compliance Officer
Date 08/08/2019