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: 811-23295
NAME OF REGISTRANT: Calamos Long/Short Equity
& Dynamic Income Trust
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 2020 Calamos Court
Naperville, IL 60563-2787
NAME AND ADDRESS OF AGENT FOR SERVICE: John P. Calamos, Sr., Founder,
Chairman and Global Chief
Investment Officer
2020 Calamos Court
Naperville, IL 60563-2787
REGISTRANT'S TELEPHONE NUMBER: 630-245-7200
DATE OF FISCAL YEAR END: 10/31
DATE OF REPORTING PERIOD: 07/01/2020 - 06/30/2021
Calamos Long/Short Equity & Dynamic Income Trust
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AERCAP HOLDINGS N.V. Agenda Number: 935406149
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Security: N00985106
Meeting Type: Annual
Meeting Date: 12-May-2021
Ticker: AER
ISIN: NL0000687663
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
3 Adoption of the annual accounts for the Mgmt For For
2020 financial year.
5 Release of liability of the directors with Mgmt For For
respect to their management during the 2020
financial year.
6 Approval pursuant to Article 2:107a Dutch Mgmt For For
Civil Code and article 16.7 of the
Company's articles of association in
relation to the anticipated acquisition of
the GECAS Business.
7A Conditional re-appointment of the Company's Mgmt For For
Chief Executive Officer, Mr. Aengus Kelly,
as executive director for a period of four
years in relation to the anticipated
acquisition of the GECAS Business.
7B Conditional re-appointment of Mr. Paul Mgmt For For
Dacier as non-executive director for a
period of four years in relation to the
anticipated acquisition of the GECAS
Business.
7C Re-appointment of Mr. Michael Walsh as Mgmt For For
non-executive director for a period of four
years.
7D Re-appointment of Mr. James Lawrence as Mgmt For For
non-executive director for a period of four
years.
8 Conditional appointment of Ms. Jennifer Mgmt For For
VanBelle as non- executive director for a
period of four years in relation to the
anticipated acquisition of the GECAS
Business.
9 Approval of increase in number of ordinary Mgmt For For
shares in the Company's capital available
for issuance under the Company's equity
incentive plan.
10 Appointment of Mr. Peter L. Juhas as the Mgmt For For
person referred to in article 16, paragraph
8 of the Company's articles of association.
11 Appointment of PricewaterhouseCoopers Mgmt For For
Accountants N.V. for the audit of the
Company's annual accounts for the 2021
financial year.
12A Authorization of the Board of Directors to Mgmt For For
issue shares and to grant rights to
subscribe for shares.
12B Authorization of the Board of Directors to Mgmt For For
limit or exclude pre-emptive rights in
relation to agenda item 12(a).
12C Authorization of the Board of Directors to Mgmt For For
issue additional shares and to grant
additional rights to subscribe for shares.
12D Authorization of the Board of Directors to Mgmt For For
limit or exclude pre-emptive rights in
relation to agenda item 12(c).
12E Conditional authorization of the Board of Mgmt For For
Directors to issue additional shares and to
grant additional rights to subscribe for
shares in relation to the anticipated
acquisition of the GECAS Business.
12F Conditional authorization of the Board of Mgmt For For
Directors to limit or exclude pre-emptive
rights in relation to agenda item 12(e) in
relation to the anticipated acquisition of
the GECAS Business.
13A Authorization of the Board of Directors to Mgmt For For
repurchase shares.
13B Conditional authorization of the Board of Mgmt For For
Directors to repurchase additional shares.
14 Reduction of capital through cancellation Mgmt For For
of shares.
15 Conditional amendment to the Company's Mgmt For For
articles of association, to increase the
authorized share capital to EUR 4,500,000
and to permit the interim filling of
vacancies on the Board of Directors, and
the designation of each of the Company's
directors and each (candidate) civil law
notary and lawyer at NautaDutilh to
implement the amendment to the Company's
articles of association.
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AIR LEASE CORPORATION Agenda Number: 935360305
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Security: 00912X302
Meeting Type: Annual
Meeting Date: 05-May-2021
Ticker: AL
ISIN: US00912X3026
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director to serve for a Mgmt For For
one-year term: Matthew J. Hart
1B. Election of Director to serve for a Mgmt For For
one-year term: Cheryl Gordon Krongard
1C. Election of Director to serve for a Mgmt For For
one-year term: Marshall O. Larsen
1D. Election of Director to serve for a Mgmt For For
one-year term: Susan McCaw
1E. Election of Director to serve for a Mgmt For For
one-year term: Robert A. Milton
1F. Election of Director to serve for a Mgmt For For
one-year term: John L. Plueger
1G. Election of Director to serve for a Mgmt For For
one-year term: Ian M. Saines
1H. Election of Director to serve for a Mgmt For For
one-year term: Steven F. Udvar-Hazy
2. Ratify the appointment of KPMG LLP as our Mgmt For For
independent registered public accounting
firm for 2021.
3. Advisory vote to approve named executive Mgmt For For
officer compensation.
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ALPHABET INC. Agenda Number: 935406264
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Security: 02079K305
Meeting Type: Annual
Meeting Date: 02-Jun-2021
Ticker: GOOGL
ISIN: US02079K3059
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Larry Page Mgmt For For
1B. Election of Director: Sergey Brin Mgmt For For
1C. Election of Director: Sundar Pichai Mgmt For For
1D. Election of Director: John L. Hennessy Mgmt For For
1E. Election of Director: Frances H. Arnold Mgmt For For
1F. Election of Director: L. John Doerr Mgmt For For
1G. Election of Director: Roger W. Ferguson Jr. Mgmt For For
1H. Election of Director: Ann Mather Mgmt For For
1I. Election of Director: Alan R. Mulally Mgmt For For
1J. Election of Director: K. Ram Shriram Mgmt For For
1K. Election of Director: Robin L. Washington Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as Alphabet's independent
registered public accounting firm for the
fiscal year ending December 31, 2021.
3. Approval of Alphabet's 2021 Stock Plan. Mgmt For For
4. A stockholder proposal regarding equal Shr Against For
shareholder voting, if properly presented
at the meeting.
5. A stockholder proposal regarding the Shr Against For
nomination of human rights and/or civil
rights expert to the board, if properly
presented at the meeting.
6. A stockholder proposal regarding a report Shr Against For
on sustainability metrics, if properly
presented at the meeting.
7. A stockholder proposal regarding a report Shr Against For
on takedown requests, if properly presented
at the meeting.
8. A stockholder proposal regarding a report Shr Against For
on whistleblower policies and practices, if
properly presented at the meeting.
9. A stockholder proposal regarding a report Shr Against For
on charitable contributions, if properly
presented at the meeting.
10. A stockholder proposal regarding a report Shr Against For
on risks related to anticompetitive
practices, if properly presented at the
meeting.
11. A stockholder proposal regarding a Shr Against For
transition to a public benefit corporation,
if properly presented at the meeting.
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BAXTER INTERNATIONAL INC. Agenda Number: 935352459
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Security: 071813109
Meeting Type: Annual
Meeting Date: 04-May-2021
Ticker: BAX
ISIN: US0718131099
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Jose (Joe) Almeida Mgmt For For
1B. Election of Director: Thomas F. Chen Mgmt For For
1C. Election of Director: John D. Forsyth Mgmt For For
1D. Election of Director: Peter S. Hellman Mgmt For For
1E. Election of Director: Michael F. Mahoney Mgmt For For
1F. Election of Director: Patricia B. Morrison Mgmt For For
1G. Election of Director: Stephen N. Oesterle Mgmt For For
1H. Election of Director: Cathy R. Smith Mgmt For For
1I. Election of Director: Thomas T. Stallkamp Mgmt For For
1J. Election of Director: Albert P.L. Stroucken Mgmt For For
1K. Election of Director: Amy A. Wendell Mgmt For For
1L. Election of Director: David S. Wilkes Mgmt For For
2. Advisory Vote to Approve Named Executive Mgmt For For
Officer Compensation.
3. Ratification of Appointment of Independent Mgmt For For
Registered Public Accounting Firm.
4. Vote to Approve the Omnibus Plan. Mgmt For For
5. Vote to Approve the ESPP Amendment. Mgmt For For
6. Stockholder Proposal - Right to Act by Shr Against For
Written Consent.
7. Stockholder Proposal - Independent Board Shr Against For
Chairman.
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BOSTON SCIENTIFIC CORPORATION Agenda Number: 935360456
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Security: 101137107
Meeting Type: Annual
Meeting Date: 06-May-2021
Ticker: BSX
ISIN: US1011371077
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Nelda J. Connors Mgmt For For
1B. Election of Director: Charles J. Mgmt For For
Dockendorff
1C. Election of Director: Yoshiaki Fujimori Mgmt For For
1D. Election of Director: Donna A. James Mgmt For For
1E. Election of Director: Edward J. Ludwig Mgmt For For
1F. Election of Director: Michael F. Mahoney Mgmt For For
1G. Election of Director: David J. Roux Mgmt For For
1H. Election of Director: John E. Sununu Mgmt For For
1I. Election of Director: Ellen M. Zane Mgmt For For
2. To approve, on a non-binding, advisory Mgmt For For
basis, named executive officer
compensation.
3. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for the 2021 fiscal year.
4. To consider and vote upon a stockholder Shr Against For
proposal requesting a report to
stockholders describing any benefits to the
company related to employee participation
in company governance.
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BRITISH LAND COMPANY PLC Agenda Number: 712909019
--------------------------------------------------------------------------------------------------------------------------
Security: G15540118
Meeting Type: AGM
Meeting Date: 29-Jul-2020
Ticker:
ISIN: GB0001367019
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE ANNUAL REPORT AND AUDITED Mgmt For For
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31
MARCH 2020
2 TO APPROVE THE DIRECTORS REMUNERATION Mgmt For For
REPORT FOR THE YEAR ENDED 31 MARCH 2020
3 TO RE-ELECT SIMON CARTER AS A DIRECTOR Mgmt For For
4 TO RE-ELECT LYNN GLADDEN AS A DIRECTOR Mgmt For For
5 TO RE-ELECT CHRIS GRIGG AS A DIRECTOR Mgmt For For
6 TO RE-ELECT ALASTAIR HUGHES AS A DIRECTOR Mgmt For For
7 TO RE-ELECT WILLIAM JACKSON AS A DIRECTOR Mgmt For For
8 TO RE-ELECT NICHOLAS MACPHERSON AS A Mgmt For For
DIRECTOR
9 TO RE-ELECT PREBEN PREBENSEN AS A DIRECTOR Mgmt For For
10 TO RE-ELECT TIM SCORE AS A DIRECTOR Mgmt For For
11 TO RE-ELECT LAURA WADE-GERY AS A DIRECTOR Mgmt For For
12 TO RE-ELECT REBECCA WORTHINGTON AS A Mgmt For For
DIRECTOR
13 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
AUDITOR OF THE COMPANY
14 TO AUTHORISE THE AUDIT COMMITTEE TO AGREE Mgmt For For
THE AUDITORS REMUNERATION
15 TO AUTHORISE THE COMPANY TO MAKE POLITICAL Mgmt For For
DONATIONS AND POLITICAL EXPENDITURE OF NOT
MORE THAN 20000 POUNDS IN TOTAL
16 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For
UP TO A LIMITED AMOUNT
17 TO EMPOWER THE DIRECTORS TO ALLOT SHARES Mgmt For For
FOR CASH WITHOUT MAKING A PRE-EMPTIVE OFFER
TO SHAREHOLDERS UP TO THE SPECIFIED AMOUNT
18 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN
ACQUISITION OR OTHER CAPITAL INVESTMENT
19 TO AUTHORISE THE COMPANY TO PURCHASE ITS Mgmt For For
OWN SHARES UP TO THE SPECIFIED LIMIT
20 TO AUTHORISE THE CALLING OF GENERAL Mgmt For For
MEETINGS OTHER THAN AN ANNUAL GENERAL
MEETING ON NOT LESS THAN 14 CLEAR DAYS
NOTICE
CMMT 03 JUL 2020: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF TEXT IN
RESOLUTION 18. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
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BT GROUP PLC Agenda Number: 712792743
--------------------------------------------------------------------------------------------------------------------------
Security: G16612106
Meeting Type: AGM
Meeting Date: 16-Jul-2020
Ticker:
ISIN: GB0030913577
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 ANNUAL REPORT AND ACCOUNTS: THAT THE Mgmt For For
ACCOUNTS AND REPORTS OF THE DIRECTORS AND
THE AUDITORS FOR THE YEAR ENDED 31 MARCH
2020 BE RECEIVED
2 ANNUAL REMUNERATION REPORT: THAT THE ANNUAL Mgmt For For
DIRECTORS' REMUNERATION REPORT AS SET OUT
ON PAGES 84 TO 89 AND 98 TO 109 OF THE
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH
2020 BE RECEIVED AND APPROVED
3 DIRECTORS' REMUNERATION POLICY: THAT THE Mgmt For For
DIRECTORS' REMUNERATION POLICY AS SET OUT
ON PAGES 90 TO 97 OF THE ANNUAL REPORT 2020
BE RECEIVED AND APPROVED
4 THAT JAN DU PLESSIS BE RE-ELECTED AS A Mgmt For For
DIRECTOR
5 THAT PHILIP JANSEN BE RE-ELECTED AS A Mgmt For For
DIRECTOR
6 THAT SIMON LOWTH BE RE-ELECTED AS A Mgmt For For
DIRECTOR
7 THAT IAIN CONN BE RE-ELECTED AS A DIRECTOR Mgmt For For
8 THAT ISABEL HUDSON BE RE-ELECTED AS A Mgmt For For
DIRECTOR
9 THAT MIKE INGLIS BE RE-ELECTED AS A Mgmt For For
DIRECTOR
10 THAT MATTHEW KEY BE RE-ELECTED AS A Mgmt For For
DIRECTOR
11 THAT ALLISON KIRKBY BE RE-ELECTED AS A Mgmt For For
DIRECTOR
12 THAT ADEL AL-SALEH BE ELECTED AS A DIRECTOR Mgmt For For
13 THAT SIR IAN CHESHIRE BE ELECTED AS A Mgmt For For
DIRECTOR
14 THAT LEENA NAIR BE ELECTED AS A DIRECTOR Mgmt For For
15 THAT SARA WELLER BE ELECTED AS A DIRECTOR Mgmt For For
16 AUDITORS' RE-APPOINTMENT : THAT KPMG LLP BE Mgmt For For
RE-APPOINTED AS AUDITORS OF THE COMPANY, TO
HOLD OFFICE UNTIL THE CONCLUSION OF THE
NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE
LAID BEFORE THE COMPANY
17 AUDITORS' REMUNERATION: THAT THE AUDIT & Mgmt For For
RISK COMMITTEE OF THE BOARD OF DIRECTORS BE
AUTHORISED TO DECIDE THE AUDITORS'
REMUNERATION
18 AUTHORITY TO ALLOT SHARES: THAT: (A) THE Mgmt For For
DIRECTORS BE AND ARE HEREBY GENERALLY AND
UNCONDITIONALLY AUTHORISED PURSUANT TO, AND
IN ACCORDANCE WITH, SECTION 551 OF THE
COMPANIES ACT 2006 (2006 ACT) TO EXERCISE
ALL POWERS OF THE COMPANY TO ALLOT SHARES
IN THE COMPANY AND TO GRANT RIGHTS TO
SUBSCRIBE FOR, OR TO CONVERT ANY SECURITY
INTO, SHARES IN THE COMPANY: (I) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 163M; AND
(II) COMPRISING EQUITY SECURITIES, AS
DEFINED IN SECTION 560 OF THE 2006 ACT, UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 163M
(INCLUDING WITHIN SUCH LIMIT ANY SHARES
ISSUED OR RIGHTS GRANTED UNDER PARAGRAPH
(I) ABOVE) IN CONNECTION WITH AN OFFER BY
WAY OF A RIGHTS ISSUE TO: A. HOLDERS OF
ORDINARY SHARES IN THE COMPANY IN
PROPORTION, AS NEARLY AS MAY BE
PRACTICABLE, TO THEIR EXISTING HOLDINGS;
AND B. HOLDERS OF OTHER EQUITY SECURITIES
AS REQUIRED BY THE RIGHTS OF THOSE
SECURITIES OR, IF THE DIRECTORS CONSIDER IT
NECESSARY, AS PERMITTED BY THE RIGHTS OF
THOSE SECURITIES; AND SO THAT THE
DIRECTORS MAY IMPOSE ANY LIMITS OR
RESTRICTIONS AND MAKE ANY ARRANGEMENTS
WHICH THEY CONSIDER NECESSARY OR
APPROPRIATE TO DEAL WITH TREASURY SHARES,
FRACTIONAL ENTITLEMENTS, RECORD DATES,
SHARES REPRESENTED BY DEPOSITARY RECEIPTS,
LEGAL, REGULATORY OR PRACTICAL PROBLEMS
UNDER THE LAWS OF, OR THE REQUIREMENTS OF,
ANY RECOGNISED REGULATORY BODY OR ANY STOCK
EXCHANGE IN ANY TERRITORY OR ANY OTHER
MATTER WHATSOEVER. THIS AUTHORITY SHALL
HEREBY TAKE EFFECT FROM THE DATE OF THE
PASSING OF THIS RESOLUTION UNTIL THE
CONCLUSION OF THE COMPANY'S AGM IN 2021, OR
THE CLOSE OF BUSINESS ON 30 SEPTEMBER 2021,
WHICHEVER IS THE EARLIER, PROVIDED THAT, IN
EACH CASE, THE COMPANY MAY, BEFORE THIS
AUTHORITY EXPIRES, MAKE OFFERS AND ENTER
INTO AGREEMENTS WHICH WOULD, OR MIGHT,
REQUIRE SHARES IN THE COMPANY TO BE
ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR
CONVERT ANY SECURITY INTO SHARES TO BE
GRANTED AFTER THIS AUTHORITY EXPIRES AND
THE DIRECTORS MAY ALLOT SHARES IN THE
COMPANY OR GRANT RIGHTS UNDER ANY SUCH
OFFER OR AGREEMENT AS IF THIS AUTHORITY HAD
NOT EXPIRED; (B) SUBJECT TO PARAGRAPH (C)
BELOW, ALL EXISTING AUTHORITIES GIVEN TO
THE DIRECTORS PURSUANT TO SECTION 551 OF
THE 2006 ACT BY WAY OF THE ORDINARY
RESOLUTION OF THE COMPANY PASSED ON 10 JULY
2019 BE REVOKED BY THIS RESOLUTION; AND
(C) PARAGRAPH (B) ABOVE SHALL BE WITHOUT
PREJUDICE TO THE CONTINUING AUTHORITY OF
THE DIRECTORS TO ALLOT SHARES OR GRANT
RIGHTS TO SUBSCRIBE FOR, OR CONVERT ANY
SECURITY INTO, SHARES PURSUANT TO AN OFFER
OR AGREEMENT MADE BY THE COMPANY BEFORE THE
EXPIRY OF THE AUTHORITY PURSUANT TO WHICH
SUCH OFFER OR AGREEMENT WAS MADE
19 DISAPPLICATION OF PRE-EMPTION RIGHTS: THAT, Mgmt For For
SUBJECT TO THE PASSING OF RESOLUTION 18
ABOVE, AND IN PLACE OF THE POWER GIVEN TO
THEM PURSUANT TO THE SPECIAL RESOLUTION OF
THE COMPANY PASSED ON 10 JULY 2019, THE
BOARD BE AUTHORISED TO ALLOT EQUITY
SECURITIES (AS DEFINED IN THE 2006 ACT) FOR
CASH UNDER THE AUTHORITY GIVEN BY
RESOLUTION 18 AND/OR TO SELL ORDINARY
SHARES HELD BY THE COMPANY AS TREASURY
SHARES FOR CASH AS IF SECTION 561 OF THE
2006 ACT DID NOT APPLY TO ANY SUCH
ALLOTMENT OR SALE, SUCH AUTHORITY TO BE
LIMITED: (A) TO THE ALLOTMENT OF EQUITY
SECURITIES IN CONNECTION WITH AN OFFER OF
EQUITY SECURITIES (BUT IN THE CASE OF THE
AUTHORITY GRANTED UNDER RESOLUTION
18(A)(II), BY WAY OF A RIGHTS ISSUE ONLY)
TO OR IN FAVOUR OF: NOTICE (I) HOLDERS OF
ORDINARY SHARES IN THE COMPANY IN
PROPORTION, AS NEARLY AS MAY BE
PRACTICABLE, TO THEIR EXISTING HOLDINGS;
AND (II) HOLDERS OF OTHER EQUITY
SECURITIES, AS REQUIRED BY THE RIGHTS OF
THOSE SECURITIES OR, IF THE DIRECTORS
CONSIDER IT NECESSARY, AS PERMITTED BY THE
RIGHTS OF THOSE SECURITIES; AND SO THAT THE
DIRECTORS MAY IMPOSE ANY LIMITS OR
RESTRICTIONS AND MAKE ANY ARRANGEMENTS
WHICH THEY CONSIDER NECESSARY OR
APPROPRIATE TO DEAL WITH TREASURY SHARES,
FRACTIONAL ENTITLEMENTS, RECORD DATES,
SHARES REPRESENTED BY DEPOSITARY RECEIPTS,
LEGAL, REGULATORY OR PRACTICAL PROBLEMS
UNDER THE LAWS OF, OR THE REQUIREMENTS OF,
ANY RECOGNISED REGULATORY BODY OR ANY STOCK
EXCHANGE IN ANY TERRITORY OR ANY OTHER
MATTER WHATSOEVER; AND (B) TO THE
ALLOTMENT OF EQUITY SECURITIES OR SALE OF
TREASURY SHARES (OTHERWISE THAN UNDER
PARAGRAPH (A) ABOVE) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 24.8M, SUCH AUTHORITY
TO EXPIRE AT THE END OF THE NEXT AGM OF THE
COMPANY (OR, IF EARLIER, AT THE CLOSE OF
BUSINESS ON 30 SEPTEMBER 2021), BUT, IN
EACH CASE, PRIOR TO ITS EXPIRY THE COMPANY
MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS,
WHICH WOULD, OR MIGHT, REQUIRE EQUITY
SECURITIES TO BE ALLOTTED (AND TREASURY
SHARES TO BE SOLD) AFTER THE AUTHORITY
EXPIRES AND THE BOARD MAY ALLOT EQUITY
SECURITIES (AND SELL TREASURY SHARES) UNDER
ANY SUCH OFFER OR AGREEMENT AS IF THE
AUTHORITY HAD NOT EXPIRED
20 FURTHER DISAPPLICATION OF PREEMPTION Mgmt For For
RIGHTS: THAT SUBJECT TO THE PASSING OF
RESOLUTION 18, THE BOARD BE AUTHORISED, IN
ADDITION TO ANY AUTHORITY GRANTED UNDER
RESOLUTION 19, TO ALLOT EQUITY SECURITIES
(AS DEFINED IN THE 2006 ACT) FOR CASH UNDER
THE AUTHORITY GIVEN BY THAT RESOLUTION
AND/OR TO SELL ORDINARY SHARES HELD BY THE
COMPANY AS TREASURY SHARES FOR CASH AS IF
SECTION 561 OF THE 2006 ACT DID NOT APPLY
TO ANY SUCH ALLOTMENT OR SALE, SUCH
AUTHORITY TO BE: (A) LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES OR SALE OF
TREASURY SHARES UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 24.8M; AND (B) USED ONLY FOR
THE PURPOSES OF FINANCING (OR REFINANCING,
IF THE AUTHORITY IS TO BE USED WITHIN SIX
MONTHS AFTER THE ORIGINAL TRANSACTION) A
TRANSACTION WHICH THE BOARD OF THE COMPANY
DETERMINES TO BE AN ACQUISITION OR OTHER
CAPITAL INVESTMENT OF A KIND CONTEMPLATED
BY THE STATEMENT OF PRINCIPLES ON
DISAPPLYING PRE-EMPTION RIGHTS MOST
RECENTLY PUBLISHED BY THE PREEMPTION GROUP
PRIOR TO THE DATE OF THIS NOTICE OF
MEETING, SUCH AUTHORITY TO EXPIRE AT THE
END OF THE NEXT AGM OF THE COMPANY (OR, IF
EARLIER, AT THE CLOSE OF BUSINESS ON 30
SEPTEMBER 2021), BUT, IN EACH CASE, PRIOR
TO ITS EXPIRY THE COMPANY MAY MAKE OFFERS,
AND ENTER INTO AGREEMENTS, WHICH WOULD, OR
MIGHT, REQUIRE EQUITY SECURITIES TO BE
ALLOTTED (AND TREASURY SHARES TO BE SOLD)
AFTER THE AUTHORITY EXPIRES AND THE BOARD
MAY ALLOT EQUITY SECURITIES (AND SELL
TREASURY SHARES) UNDER ANY SUCH OFFER OR
AGREEMENT AS IF THE AUTHORITY HAD NOT
EXPIRED
21 AUTHORITY TO PURCHASE OWN SHARES: THAT THE Mgmt For For
COMPANY HAS GENERAL AND UNCONDITIONAL
AUTHORITY TO MAKE MARKET PURCHASES (AS
DEFINED IN SECTION 693(4) OF THE 2006 ACT)
OF SHARES OF 5P EACH IN THE COMPANY,
SUBJECT TO THE FOLLOWING CONDITIONS: (A)
THE MAXIMUM NUMBER OF SHARES WHICH MAY BE
PURCHASED IS 988 MILLION SHARES; (B) THE
MINIMUM PRICE (EXCLUDING EXPENSES) WHICH
MAY BE PAID FOR EACH SHARE IS 5P; (C) THE
MAXIMUM PRICE (EXCLUDING EXPENSES) WHICH
THE COMPANY MAY PAY FOR EACH SHARE CANNOT
BE MORE THAN THE HIGHER OF: (I) 105% OF THE
AVERAGE MARKET VALUE OF A SHARE IN THE
COMPANY FOR THE FIVE BUSINESS DAYS PRIOR TO
THE DAY THE PURCHASE IS MADE; OR (II) THE
VALUE OF A SHARE IN THE COMPANY CALCULATED
ON THE BASIS OF THE HIGHER OF THE PRICE
QUOTED FOR: (A) THE LAST INDEPENDENT TRADE
OF; OR (B) THE HIGHEST CURRENT INDEPENDENT
BID FOR, IN EACH INSTANCE ANY NUMBER OF
SHARES IN THE COMPANY ON THE TRADING VENUES
WHERE THE PURCHASE IS CARRIED OUT; AND (D)
THIS AUTHORITY EXPIRES AT THE END OF THE
NEXT AGM (OR, IF EARLIER, AT THE CLOSE OF
BUSINESS ON 30 SEPTEMBER 2021), EXCEPT IN
RELATION TO THE PURCHASE OF SHARES, THE
CONTRACT FOR WHICH WAS CONCLUDED BEFORE THE
EXPIRY OF THIS AUTHORITY AND WHICH MIGHT BE
EXECUTED WHOLLY OR PARTLY AFTER THAT EXPIRY
22 AUTHORITY TO CALL A GENERAL MEETING ON 14 Mgmt For For
DAYS' NOTICE: THAT THE COMPANY MAY CALL A
GENERAL MEETING (BUT NOT AN AGM) ON AT
LEAST 14 CLEAR DAYS' NOTICE
23 AUTHORITY FOR POLITICAL DONATIONS: THAT Mgmt For For
BRITISH TELECOMMUNICATIONS PLC, A WHOLLY-
OWNED SUBSIDIARY OF THE COMPANY, BE
AUTHORISED TO MAKE POLITICAL DONATIONS TO
POLITICAL: (A) PARTIES AND/OR INDEPENDENT
ELECTION CANDIDATES NOT EXCEEDING GBP
75,000 IN TOTAL; AND (B) ORGANISATIONS
OTHER THAN POLITICAL PARTIES NOT EXCEEDING
GBP 25,000 IN TOTAL DURING THE PERIOD
BEGINNING WITH THE DATE OF THE 2020 AGM AND
ENDING AT THE END OF THE DAY ON WHICH THE
2021 AGM IS HELD. THE TERMS 'POLITICAL
DONATION', 'POLITICAL PARTIES',
'INDEPENDENT ELECTION CANDIDATES' AND
'POLITICAL ORGANISATION' HAVE THE MEANINGS
GIVEN BY SECTIONS 363 TO 365 OF THE 2006
ACT
24 EMPLOYEE SAVESHARE PLAN RULES: THAT THE Mgmt For For
RULES OF THE BT GROUP PLC SAVESHARE PLAN
(THE SAVESHARE), THE PRINCIPAL TERMS OF
WHICH ARE SUMMARISED AT APPENDIX 1 TO THIS
NOTICE OF MEETING, BE APPROVED AND THE
DIRECTORS OF THE COMPANY BE AUTHORISED TO
DO ALL ACTS AND THINGS THEY CONSIDER
NECESSARY OR EXPEDIENT TO IMPLEMENT AND
GIVE EFFECT TO THE SAVESHARE
25 INTERNATIONAL EMPLOYEE SAVESHARE PLAN Mgmt For For
RULES: THAT THE RULES OF THE BT GROUP PLC
INTERNATIONAL SAVESHARE PLAN (THE
INTERNATIONAL SAVESHARE), THE PRINCIPAL
TERMS OF WHICH ARE SUMMARISED AT APPENDIX 1
TO THIS NOTICE OF MEETING, BE APPROVED AND
THE DIRECTORS OF THE COMPANY BE AUTHORISED
TO DO ALL ACTS AND THINGS THEY CONSIDER
NECESSARY OR EXPEDIENT TO IMPLEMENT AND
GIVE EFFECT TO THE INTERNATIONAL SAVESHARE,
AND TO ESTABLISH FURTHER PLANS BASED ON THE
INTERNATIONAL SAVESHARE BUT MODIFIED TO
TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL
OR SECURITIES LAWS IN OVERSEAS TERRITORIES,
PROVIDED THAT ANY SHARES MADE AVAILABLE
UNDER ANY FURTHER SUCH PLANS WILL COUNT
AGAINST ANY LIMITS ON INDIVIDUAL OR OVERALL
PARTICIPATION IN THE INTERNATIONAL
SAVESHARE
26 EMPLOYEE STOCK PURCHASE PLAN RULES: THAT Mgmt For For
THE RULES OF THE BT GROUP PLC EMPLOYEE
STOCK PURCHASE PLAN (THE ESPP), THE
PRINCIPAL TERMS OF WHICH ARE SUMMARISED AT
APPENDIX 1 TO THIS NOTICE OF MEETING, BE
APPROVED AND THE DIRECTORS OF THE COMPANY
BE AUTHORISED TO DO ALL ACTS AND THINGS
THEY CONSIDER NECESSARY OR EXPEDIENT TO
IMPLEMENT AND GIVE EFFECT TO THE ESPP
27 RESTRICTED SHARE PLAN RULES: THAT THE RULES Mgmt For For
OF THE BT GROUP PLC RESTRICTED SHARE PLAN
(THE RSP), THE PRINCIPAL TERMS OF WHICH ARE
SUMMARISED AT APPENDIX 1 TO THIS NOTICE OF
MEETING, BE APPROVED AND THE DIRECTORS OF
THE COMPANY BE AUTHORISED TO DO ALL ACTS
AND THINGS THEY CONSIDER NECESSARY OR
EXPEDIENT TO IMPLEMENT AND GIVE EFFECT TO
THE RSP, AND TO ESTABLISH FURTHER PLANS
BASED ON THE RSP BUT MODIFIED TO TAKE
ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR
SECURITIES LAWS IN OVERSEAS TERRITORIES,
PROVIDED THAT ANY SHARES MADE AVAILABLE
UNDER ANY FURTHER SUCH PLANS WILL COUNT
AGAINST ANY LIMITS ON INDIVIDUAL OR OVERALL
PARTICIPATION IN THE RSP
28 DEFERRED BONUS PLAN RULES: THAT THE RULES Mgmt For For
OF THE BT GROUP PLC DEFERRED BONUS PLAN
(THE DBP), THE PRINCIPAL TERMS OF WHICH ARE
SUMMARISED AT APPENDIX 1 TO THIS NOTICE OF
MEETING, BE APPROVED AND THE DIRECTORS OF
THE COMPANY BE AUTHORISED TO DO ALL ACTS
AND THINGS THEY CONSIDER NECESSARY OR
EXPEDIENT TO IMPLEMENT AND GIVE EFFECT TO
THE DBP, AND TO ESTABLISH FURTHER PLANS
BASED ON THE DBP BUT MODIFIED TO TAKE
ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR
SECURITIES LAWS IN OVERSEAS TERRITORIES,
PROVIDED THAT ANY SHARES MADE AVAILABLE
UNDER ANY FURTHER SUCH PLANS WILL COUNT
AGAINST ANY LIMITS ON INDIVIDUAL OR OVERALL
PARTICIPATION IN THE DBP
29 ARTICLES OF ASSOCIATION: THAT, WITH EFFECT Mgmt For For
FROM THE CONCLUSION OF THE AGM, THE NEW
ARTICLES OF ASSOCIATION OF THE COMPANY,
PRODUCED TO THE AGM AND INITIALED BY THE
CHAIR OF THE AGM FOR THE PURPOSE OF
IDENTIFICATION, BE ADOPTED AS THE ARTICLES
OF ASSOCIATION OF THE COMPANY, IN
SUBSTITUTION FOR, AND TO THE EXCLUSION OF,
THE EXISTING ARTICLES OF ASSOCIATION
--------------------------------------------------------------------------------------------------------------------------
CAESARS ENTERTAINMENT, INC. Agenda Number: 935424438
--------------------------------------------------------------------------------------------------------------------------
Security: 12769G100
Meeting Type: Annual
Meeting Date: 15-Jun-2021
Ticker: CZR
ISIN: US12769G1004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Gary L. Carano Mgmt For For
Bonnie S. Biumi Mgmt For For
Jan Jones Blackhurst Mgmt For For
Frank J. Fahrenkopf Mgmt For For
Don R. Kornstein Mgmt For For
Courtney R. Mather Mgmt For For
Michael E. Pegram Mgmt For For
Thomas R. Reeg Mgmt For For
David P. Tomick Mgmt For For
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
3. ADVISORY VOTE TO APPROVE THE FREQUENCY OF Mgmt 1 Year For
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
4. RATIFY THE SELECTION OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2021.
5. TO APPROVE AND ADOPT AN AMENDMENT TO THE Mgmt For For
COMPANY'S AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE AUTHORIZED
NUMBER OF SHARES OF COMMON STOCK TO
500,000,000.
6. TO APPROVE AND ADOPT AN AMENDMENT TO THE Mgmt For For
COMPANY'S AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION TO AUTHORIZE THE ISSUANCE
OF 150,000,000 SHARES OF PREFERRED STOCK.
--------------------------------------------------------------------------------------------------------------------------
CANADIAN NATURAL RESOURCES LIMITED Agenda Number: 935383466
--------------------------------------------------------------------------------------------------------------------------
Security: 136385101
Meeting Type: Annual
Meeting Date: 06-May-2021
Ticker: CNQ
ISIN: CA1363851017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
Catherine M. Best Mgmt For For
M. Elizabeth Cannon Mgmt For For
N. Murray Edwards Mgmt For For
Christopher L. Fong Mgmt For For
Amb. Gordon D. Giffin Mgmt For For
Wilfred A. Gobert Mgmt For For
Steve W. Laut Mgmt For For
Tim S. McKay Mgmt For For
Hon. Frank J. McKenna Mgmt For For
David A. Tuer Mgmt For For
Annette M. Verschuren Mgmt For For
2 The appointment of PricewaterhouseCoopers Mgmt For For
LLP, Chartered Accountants, Calgary,
Alberta, as auditors of the Corporation for
the ensuing year and the authorization of
the Audit Committee of the Board of
Directors of the Corporation to fix their
remuneration.
3 On an advisory basis, accepting the Mgmt For For
Corporation's approach to executive
compensation as described in the
Information Circular.
--------------------------------------------------------------------------------------------------------------------------
DELTA AIR LINES, INC. Agenda Number: 935430241
--------------------------------------------------------------------------------------------------------------------------
Security: 247361702
Meeting Type: Annual
Meeting Date: 17-Jun-2021
Ticker: DAL
ISIN: US2473617023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Edward H. Bastian Mgmt For For
1B. Election of Director: Francis S. Blake Mgmt For For
1C. Election of Director: Ashton B. Carter Mgmt For For
1D. Election of Director: David G. DeWalt Mgmt For For
1E. Election of Director: William H. Easter III Mgmt For For
1F. Election of Director: Christopher A. Mgmt For For
Hazleton
1G. Election of Director: Michael P. Huerta Mgmt For For
1H. Election of Director: Jeanne P. Jackson Mgmt For For
1I. Election of Director: George N. Mattson Mgmt For For
1J. Election of Director: Sergio A.L. Rial Mgmt For For
1K. Election of Director: David S. Taylor Mgmt For For
1L. Election of Director: Kathy N. Waller Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of Delta's named executive
officers.
3. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Delta's independent auditors for the
year ending December 31, 2021.
4. A shareholder proposal related to the right Shr Against For
to act by written consent.
5. A shareholder proposal related to a climate Shr Against For
lobbying report.
--------------------------------------------------------------------------------------------------------------------------
FACEBOOK, INC. Agenda Number: 935395891
--------------------------------------------------------------------------------------------------------------------------
Security: 30303M102
Meeting Type: Annual
Meeting Date: 26-May-2021
Ticker: FB
ISIN: US30303M1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Peggy Alford Mgmt For For
Marc L. Andreessen Mgmt For For
Andrew W. Houston Mgmt For For
Nancy Killefer Mgmt For For
Robert M. Kimmitt Mgmt For For
Sheryl K. Sandberg Mgmt For For
Peter A. Thiel Mgmt For For
Tracey T. Travis Mgmt For For
Mark Zuckerberg Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Facebook, Inc.'s independent
registered public accounting firm for the
fiscal year ending December 31, 2021.
3. To approve an amendment to the director Mgmt For For
compensation policy.
4. A shareholder proposal regarding dual class Shr Against For
capital structure.
5. A shareholder proposal regarding an Shr Against For
independent chair.
6. A shareholder proposal regarding child Shr Against For
exploitation.
7. A shareholder proposal regarding Shr Against For
human/civil rights expert on board.
8. A shareholder proposal regarding platform Shr Against For
misuse.
9. A shareholder proposal regarding public Shr Against For
benefit corporation.
--------------------------------------------------------------------------------------------------------------------------
FIDELITY NAT'L INFORMATION SERVICES,INC. Agenda Number: 935378097
--------------------------------------------------------------------------------------------------------------------------
Security: 31620M106
Meeting Type: Annual
Meeting Date: 19-May-2021
Ticker: FIS
ISIN: US31620M1062
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Ellen R. Alemany Mgmt For For
1B. Election of Director: Jeffrey A. Goldstein Mgmt For For
1C. Election of Director: Lisa A. Hook Mgmt For For
1D. Election of Director: Keith W. Hughes Mgmt For For
1E. Election of Director: Gary L. Lauer Mgmt For For
1F. Election of Director: Gary A. Norcross Mgmt For For
1G. Election of Director: Louise M. Parent Mgmt For For
1H. Election of Director: Brian T. Shea Mgmt For For
1I. Election of Director: James B. Stallings, Mgmt For For
Jr.
1J. Election of Director: Jeffrey E. Stiefler Mgmt For For
2. Advisory vote on Fidelity National Mgmt For For
Information Services, Inc. executive
compensation.
3. To ratify the appointment of KPMG LLP as Mgmt For For
our independent registered public
accounting firm for 2021.
--------------------------------------------------------------------------------------------------------------------------
FLEETCOR TECHNOLOGIES INC. Agenda Number: 935413271
--------------------------------------------------------------------------------------------------------------------------
Security: 339041105
Meeting Type: Annual
Meeting Date: 10-Jun-2021
Ticker: FLT
ISIN: US3390411052
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director for a one-year term: Mgmt For For
Steven T. Stull
1B. Election of Director for a one-year term: Mgmt For For
Michael Buckman
1C. Election of Director for a one-year term: Mgmt For For
Thomas M. Hagerty
1D. Election of Director for a one-year term: Mgmt For For
Mark A. Johnson
1E. Election of Director for a one-year term: Mgmt For For
Archie L. Jones, Jr.
1F. Election of Director for a one-year term: Mgmt For For
Hala G. Moddelmog
1G. Election of Director for a one-year term: Mgmt For For
Jeffrey S. Sloan
2. Ratify the reappointment of Ernst & Young Mgmt For For
LLP as FLEETCOR's independent public
accounting firm for 2021.
3. Advisory vote to approve named executive Mgmt For For
officer compensation.
4. Shareholder proposal for a shareholder Shr Against For
right to act by written consent, if
properly presented.
--------------------------------------------------------------------------------------------------------------------------
GLOBAL PAYMENTS INC. Agenda Number: 935351584
--------------------------------------------------------------------------------------------------------------------------
Security: 37940X102
Meeting Type: Annual
Meeting Date: 29-Apr-2021
Ticker: GPN
ISIN: US37940X1028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: F. Thaddeus Arroyo Mgmt For For
1B. Election of Director: Robert H.B. Baldwin, Mgmt For For
Jr.
1C. Election of Director: John G. Bruno Mgmt For For
1D. Election of Director: Kriss Cloninger III Mgmt For For
1E. Election of Director: William I Jacobs Mgmt For For
1F. Election of Director: Joia M. Johnson Mgmt For For
1G. Election of Director: Ruth Ann Marshall Mgmt For For
1H. Election of Director: Connie D. McDaniel Mgmt For For
1I. Election of Director: William B. Plummer Mgmt For For
1J. Election of Director: Jeffrey S. Sloan Mgmt For For
1K. Election of Director: John T. Turner Mgmt For For
1L. Election of Director: M. Troy Woods Mgmt For For
2. Approval, on an advisory basis, of the Mgmt For For
compensation of our named executive
officers for 2020.
3. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as our independent registered
public accounting firm for the year ending
December 31, 2021.
4. Advisory vote on shareholder proposal Shr Against For
regarding shareholder right to act by
written consent.
--------------------------------------------------------------------------------------------------------------------------
HONEYWELL INTERNATIONAL INC. Agenda Number: 935374861
--------------------------------------------------------------------------------------------------------------------------
Security: 438516106
Meeting Type: Annual
Meeting Date: 21-May-2021
Ticker: HON
ISIN: US4385161066
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Darius Adamczyk Mgmt For For
1B. Election of Director: Duncan B. Angove Mgmt For For
1C. Election of Director: William S. Ayer Mgmt For For
1D. Election of Director: Kevin Burke Mgmt For For
1E. Election of Director: D. Scott Davis Mgmt For For
1F. Election of Director: Deborah Flint Mgmt For For
1G. Election of Director: Judd Gregg Mgmt For For
1H. Election of Director: Grace D. Lieblein Mgmt For For
1I. Election of Director: Raymond T. Odierno Mgmt For For
1J. Election of Director: George Paz Mgmt For For
1K. Election of Director: Robin L. Washington Mgmt For For
2. Advisory Vote to Approve Executive Mgmt For For
Compensation.
3. Approval of Independent Accountants. Mgmt For For
4. Shareholder Right To Act By Written Shr Against For
Consent.
--------------------------------------------------------------------------------------------------------------------------
KANSAS CITY SOUTHERN Agenda Number: 935380977
--------------------------------------------------------------------------------------------------------------------------
Security: 485170302
Meeting Type: Annual
Meeting Date: 20-May-2021
Ticker: KSU
ISIN: US4851703029
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Lydia I. Beebe Mgmt For For
1B. Election of Director: Lu M. Cordova Mgmt For For
1C. Election of Director: Robert J. Druten Mgmt For For
1D. Election of Director: Antonio O. Garza, Jr. Mgmt For For
1E. Election of Director: David Garza-Santos Mgmt For For
1F. Election of Director: Janet H. Kennedy Mgmt For For
1G. Election of Director: Mitchell J. Krebs Mgmt For For
1H. Election of Director: Henry J. Maier Mgmt For For
1I. Election of Director: Thomas A. McDonnell Mgmt For For
1J. Election of Director: Patrick J. Mgmt For For
Ottensmeyer
2. Ratification of the Audit Committee's Mgmt For For
selection of PricewaterhouseCoopers LLP as
our independent registered public
accounting firm for 2021.
3. An Advisory vote to approve the 2020 Mgmt For For
compensation of our named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
KINDER MORGAN, INC. Agenda Number: 935365420
--------------------------------------------------------------------------------------------------------------------------
Security: 49456B101
Meeting Type: Annual
Meeting Date: 12-May-2021
Ticker: KMI
ISIN: US49456B1017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director for a one year term Mgmt For For
expiring in 2022: Richard D. Kinder
1B. Election of Director for a one year term Mgmt For For
expiring in 2022: Steven J. Kean
1C. Election of Director for a one year term Mgmt For For
expiring in 2022: Kimberly A. Dang
1D. Election of Director for a one year term Mgmt For For
expiring in 2022: Ted A. Gardner
1E. Election of Director for a one year term Mgmt For For
expiring in 2022: Anthony W. Hall, Jr.
1F. Election of Director for a one year term Mgmt For For
expiring in 2022: Gary L. Hultquist
1G. Election of Director for a one year term Mgmt For For
expiring in 2022: Ronald L. Kuehn, Jr.
1H. Election of Director for a one year term Mgmt For For
expiring in 2022: Deborah A. Macdonald
1I. Election of Director for a one year term Mgmt For For
expiring in 2022: Michael C. Morgan
1J. Election of Director for a one year term Mgmt For For
expiring in 2022: Arthur C. Reichstetter
1K. Election of Director for a one year term Mgmt For For
expiring in 2022: C. Park Shaper
1L. Election of Director for a one year term Mgmt For For
expiring in 2022: William A. Smith
1M. Election of Director for a one year term Mgmt For For
expiring in 2022: Joel V. Staff
1N. Election of Director for a one year term Mgmt For For
expiring in 2022: Robert F. Vagt
1O. Election of Director for a one year term Mgmt For For
expiring in 2022: Perry M. Waughtal
2. Approval of the Kinder Morgan, Inc. 2021 Mgmt For For
Amended and Restated Stock Incentive Plan.
3. Ratification of the selection of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for 2021.
4. Approval, on an advisory basis, of the Mgmt For For
compensation of our named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
L3HARRIS TECHNOLOGIES INC. Agenda Number: 935345694
--------------------------------------------------------------------------------------------------------------------------
Security: 502431109
Meeting Type: Annual
Meeting Date: 23-Apr-2021
Ticker: LHX
ISIN: US5024311095
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director for a Term Expiring at Mgmt For For
the 2022 Annual Meeting of Shareholders:
Sallie B. Bailey
1B. Election of Director for a Term Expiring at Mgmt For For
the 2022 Annual Meeting of Shareholders:
William M. Brown
1C. Election of Director for a Term Expiring at Mgmt For For
the 2022 Annual Meeting of Shareholders:
Peter W. Chiarelli
1D. Election of Director for a Term Expiring at Mgmt For For
the 2022 Annual Meeting of Shareholders:
Thomas A. Corcoran
1E. Election of Director for a Term Expiring at Mgmt For For
the 2022 Annual Meeting of Shareholders:
Thomas A. Dattilo
1F. Election of Director for a Term Expiring at Mgmt For For
the 2022 Annual Meeting of Shareholders:
Roger B. Fradin
1G. Election of Director for a Term Expiring at Mgmt For For
the 2022 Annual Meeting of Shareholders:
Lewis Hay III
1H. Election of Director for a Term Expiring at Mgmt For For
the 2022 Annual Meeting of Shareholders:
Lewis Kramer
1I. Election of Director for a Term Expiring at Mgmt For For
the 2022 Annual Meeting of Shareholders:
Christopher E. Kubasik
1J. Election of Director for a Term Expiring at Mgmt For For
the 2022 Annual Meeting of Shareholders:
Rita S. Lane
1K. Election of Director for a Term Expiring at Mgmt For For
the 2022 Annual Meeting of Shareholders:
Robert B. Millard
1L. Election of Director for a Term Expiring at Mgmt For For
the 2022 Annual Meeting of Shareholders:
Lloyd W. Newton
2. Approval, in an Advisory Vote, of the Mgmt For For
Compensation of Named Executive Officers as
Disclosed in the Proxy Statement.
3. Ratification of Appointment of Ernst & Mgmt For For
Young LLP as Independent Registered Public
Accounting Firm for Fiscal Year 2021.
--------------------------------------------------------------------------------------------------------------------------
LAND SECURITIES GROUP PLC R.E.I.T Agenda Number: 712792767
--------------------------------------------------------------------------------------------------------------------------
Security: G5375M142
Meeting Type: AGM
Meeting Date: 09-Jul-2020
Ticker:
ISIN: GB00BYW0PQ60
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE AND CONSIDER THE COMPANY'S Mgmt For For
ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31
MARCH 2020, TOGETHER WITH THE STRATEGIC
REPORT, DIRECTORS' REMUNERATION REPORT,
DIRECTORS' REPORT AND THE AUDITOR'S REPORT
ON THOSE ACCOUNTS (2020 ANNUAL REPORT)
2 TO APPROVE THE ANNUAL REPORT ON Mgmt For For
REMUNERATION SET OUT ON PAGES 88-98 OF THE
2020 ANNUAL REPORT
3 TO ELECT MARK ALLAN AS A DIRECTOR OF THE Mgmt For For
COMPANY IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION
4 TO RE-ELECT MARTIN GREENSLADE AS A DIRECTOR Mgmt For For
OF THE COMPANY
5 TO RE-ELECT COLETTE O'SHEA AS A DIRECTOR OF Mgmt For For
THE COMPANY
6 TO RE-ELECT EDWARD BONHAM CARTER AS A Mgmt For For
DIRECTOR OF THE COMPANY
7 TO RE-ELECT NICHOLAS CADBURY AS A DIRECTOR Mgmt For For
OF THE COMPANY
8 TO RE-ELECT MADELEINE COSGRAVE AS A Mgmt For For
DIRECTOR OF THE COMPANY
9 TO RE-ELECT CHRISTOPHE EVAIN AS A DIRECTOR Mgmt For For
OF THE COMPANY
10 TO RE-ELECT CRESSIDA HOGG AS A DIRECTOR OF Mgmt For For
THE COMPANY
11 TO RE-ELECT STACEY RAUCH AS A DIRECTOR OF Mgmt For For
THE COMPANY
12 RE-APPOINTMENT OF AUDITOR: TO RE-APPOINT Mgmt For For
ERNST & YOUNG LLP (EY) AS AUDITOR OF THE
COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH
ACCOUNTS ARE LAID BEFORE THE COMPANY
13 REMUNERATION OF AUDITOR: TO AUTHORISE THE Mgmt For For
DIRECTORS TO DETERMINE THE REMUNERATION OF
THE AUDITOR
14 AUTHORITY TO MAKE POLITICAL DONATIONS: IN Mgmt For For
ACCORDANCE WITH SECTIONS 366 AND 367 OF THE
COMPANIES ACT 2006 (2006 ACT), TO AUTHORISE
THE COMPANY AND ANY COMPANY WHICH IS OR
BECOMES ITS SUBSIDIARY AT ANY TIME DURING
THE PERIOD FOR WHICH THIS RESOLUTION HAS
EFFECT TO: (I) MAKE POLITICAL DONATIONS TO
POLITICAL PARTIES, OTHER POLITICAL
ORGANISATIONS AND/OR INDEPENDENT ELECTION
CANDIDATES; AND (II) INCUR OTHER POLITICAL
EXPENDITURE, PROVIDING SUCH EXPENDITURE
DOES NOT EXCEED GBP 50,000 IN AGGREGATE FOR
PARAGRAPHS (I) AND (II) ABOVE. THIS
AUTHORITY SHALL EXPIRE AFTER THE CONCLUSION
OF THE COMPANY'S NEXT ANNUAL GENERAL
MEETING. ANY TERMS USED IN THIS RESOLUTION
WHICH ARE DEFINED IN PART 14 OF THE 2006
ACT SHALL HAVE THE SAME MEANING AS IS GIVEN
TO THOSE TERMS IN PART 14 OF THE 2006 ACT
15 AUTHORITY TO ALLOT SECURITIES: PURSUANT TO Mgmt For For
SECTION 551 OF THE 2006 ACT, TO AUTHORISE
THE DIRECTORS GENERALLY AND UNCONDITIONALLY
TO ALLOT SHARES IN THE COMPANY AND TO GRANT
RIGHTS TO SUBSCRIBE FOR OR CONVERT ANY
SECURITY INTO SHARES IN THE COMPANY: (I) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP
26,363,515; AND (II) IN SO FAR AS SUCH
SHARES COMPRISE EQUITY SECURITIES (AS
DEFINED IN SECTION 560 OF THE 2006 ACT) UP
TO A FURTHER NOMINAL AMOUNT OF GBP
26,363,515 IN CONNECTION WITH AN OFFER BY
WAY OF A RIGHTS ISSUE: (A) TO ORDINARY
SHAREHOLDERS IN PROPORTION (AS NEARLY AS
MAY BE PRACTICABLE) TO THEIR EXISTING
HOLDINGS; AND (B) TO HOLDERS OF OTHER
EQUITY SECURITIES AS REQUIRED BY THE RIGHTS
OF THOSE SECURITIES OR AS THE DIRECTORS
OTHERWISE CONSIDER NECESSARY, AND SO THAT
THE DIRECTORS MAY IMPOSE ANY LIMITS OR
RESTRICTIONS AND MAKE ANY ARRANGEMENTS
WHICH THEY CONSIDER NECESSARY OR
APPROPRIATE TO DEAL WITH TREASURY SHARES,
FRACTIONAL ENTITLEMENTS, RECORD DATES,
LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN,
OR UNDER THE LAWS OF, ANY TERRITORY OR ANY
OTHER MATTER. THIS AUTHORITY SHALL EXPIRE
AT THE EARLIER OF THE CONCLUSION OF THE
NEXT ANNUAL GENERAL MEETING OF THE COMPANY
OR 15 MONTHS FROM THE DATE THIS RESOLUTION
IS PASSED (UNLESS PREVIOUSLY RENEWED,
VARIED OR REVOKED BY THE COMPANY IN GENERAL
MEETING), PROVIDED THAT THE COMPANY MAY
MAKE OFFERS AND ENTER INTO AGREEMENTS
BEFORE THIS AUTHORITY EXPIRES WHICH WOULD,
OR MIGHT, REQUIRE EQUITY SECURITIES TO BE
ALLOTTED OR SUBSCRIPTION OR CONVERSION
RIGHTS TO BE GRANTED AFTER THE AUTHORITY
ENDS AND THE DIRECTORS MAY ALLOT EQUITY
SECURITIES OR GRANT RIGHTS TO SUBSCRIBE FOR
OR CONVERT SECURITIES INTO ORDINARY SHARES
UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE
AUTHORITY HAD NOT EXPIRED. THIS AUTHORITY
REPLACES ALL PREVIOUS AUTHORITIES
16 GENERAL AUTHORITY TO DISAPPLY PRE-EMPTION Mgmt For For
RIGHTS: SUBJECT TO RESOLUTION 15 BEING
PASSED, TO AUTHORISE THE DIRECTORS TO ALLOT
EQUITY SECURITIES (PURSUANT TO SECTIONS 570
AND 573 OF THE 2006 ACT) FOR CASH UNDER THE
AUTHORITY GIVEN BY RESOLUTION 15 AND/OR TO
SELL TREASURY SHARES AS IF SECTION 561(1)
OF THE 2006 ACT DID NOT APPLY TO ANY SUCH
ALLOTMENT OR SALE, PROVIDED THAT THIS POWER
SHALL BE LIMITED TO: (I) THE ALLOTMENT OF
EQUITY SECURITIES AND SALE OF TREASURY
SHARES FOR CASH IN CONNECTION WITH AN OFFER
OF, OR INVITATION TO APPLY FOR, EQUITY
SECURITIES MADE TO (BUT IN THE CASE OF THE
AUTHORITY GRANTED UNDER PARAGRAPH (II) OF
RESOLUTION 16, BY WAY OF A RIGHTS ISSUE
ONLY): (A) ORDINARY SHAREHOLDERS IN
PROPORTION (AS NEARLY AS MAY BE
PRACTICABLE) TO THEIR EXISTING HOLDINGS;
AND (B) HOLDERS OF OTHER EQUITY SECURITIES,
AS REQUIRED BY THE RIGHTS OF THOSE
SECURITIES OR, IF THE DIRECTORS CONSIDER IT
NECESSARY, AS PERMITTED BY THE RIGHTS OF
THOSE SECURITIES, AND SO THAT THE DIRECTORS
MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND
MAKE ANY ARRANGEMENTS WHICH THEY CONSIDER
NECESSARY OR APPROPRIATE TO DEAL WITH
TREASURY SHARES, FRACTIONAL ENTITLEMENTS,
RECORD DATES, LEGAL, REGULATORY OR
PRACTICAL PROBLEMS IN, OR UNDER THE LAWS
OF, ANY TERRITORY OR ANY OTHER MATTER; AND
(II) IN THE CASE OF THE AUTHORITY GRANTED
UNDER PARAGRAPH (I) OF RESOLUTION 16 AND/OR
IN THE CASE OF ANY SALE OF TREASURY SHARES,
TO THE ALLOTMENT (OTHERWISE THAN UNDER
PARAGRAPH (I) OF THIS RESOLUTION) OF EQUITY
SECURITIES OR SALE OF TREASURY SHARES UP TO
A NOMINAL AMOUNT OF GBP 3,954,527 (BEING 5%
OF THE COMPANY'S ISSUED ORDINARY SHARE
CAPITAL, EXCLUDING TREASURY SHARES, AS AT
28 MAY 2020). THIS POWER SHALL EXPIRE AT
THE EARLIER OF THE CONCLUSION OF THE NEXT
ANNUAL GENERAL MEETING OF THE COMPANY OR 15
MONTHS FROM THE DATE THIS RESOLUTION IS
PASSED, PROVIDED THAT THE COMPANY MAY MAKE
OFFERS AND ENTER INTO AGREEMENTS BEFORE
THIS AUTHORITY EXPIRES WHICH WOULD, OR
MIGHT, REQUIRE EQUITY SECURITIES TO BE
ALLOTTED (AND TREASURY SHARES TO BE HELD)
AFTER THE AUTHORISATION EXPIRES AND THE
DIRECTORS MAY ALLOT EQUITY SECURITIES (AND
SELL TREASURY SHARES) UNDER ANY SUCH OFFER
OR AGREEMENT AS IF THE AUTHORITY HAD NOT
EXPIRED
17 ADDITIONAL AUTHORITY TO DISAPPLY Mgmt For For
PRE-EMPTION RIGHTS FOR PURPOSES OF
ACQUISITIONS OR CAPITAL INVESTMENTS:
SUBJECT TO RESOLUTION 15 BEING PASSED AND
IN ADDITION TO ANY AUTHORITY GRANTED UNDER
RESOLUTION 16 TO ALLOT EQUITY SECURITIES
(PURSUANT TO THE 2006 ACT) FOR CASH UNDER
THE AUTHORITY GIVEN BY THAT RESOLUTION, TO
AUTHORISE THE DIRECTORS TO ALLOT EQUITY
SECURITIES (PURSUANT TO SECTIONS 570 AND
573 OF THE 2006 ACT) FOR CASH UNDER THE
AUTHORITY GIVEN BY RESOLUTION 15 AND/OR TO
SELL TREASURY SHARES AS IF SECTION 561(1)
OF THE 2006 ACT DID NOT APPLY TO ANY SUCH
ALLOTMENT OR SALE, PROVIDED THAT THIS POWER
SHALL BE: (I) LIMITED, IN THE CASE OF THE
AUTHORITY GRANTED UNDER PARAGRAPH (I) OF
RESOLUTION 15 AND/OR IN THE CASE OF ANY
SALE OF TREASURY SHARES, TO THE ALLOTMENT
OF EQUITY SECURITIES OR SALE OF TREASURY
SHARES UP TO A NOMINAL AMOUNT OF GBP
3,954,527 (BEING 5% OF THE COMPANY'S ISSUED
ORDINARY SHARE CAPITAL, EXCLUDING TREASURY
SHARES, AS AT 28 MAY 2020); AND (II) USED
ONLY FOR THE PURPOSES OF FINANCING (OR
REFINANCING, IF THE AUTHORITY IS TO BE USED
WITHIN SIX MONTHS AFTER THE ORIGINAL
TRANSACTION) A TRANSACTION WHICH THE
DIRECTORS DETERMINE TO BE AN ACQUISITION OR
OTHER CAPITAL INVESTMENT OF A KIND
CONTEMPLATED BY THE STATEMENT OF PRINCIPLES
ON DISAPPLYING PRE-EMPTION RIGHTS MOST
RECENTLY PUBLISHED BY THE PRE-EMPTION GROUP
PRIOR TO THE DATE OF THIS NOTICE. THIS
POWER SHALL EXPIRE AT THE EARLIER OF THE
CONCLUSION OF THE NEXT ANNUAL GENERAL
MEETING OF THE COMPANY OR 15 MONTHS FROM
THE DATE THIS RESOLUTION IS PASSED,
PROVIDED THAT THE COMPANY MAY MAKE OFFERS
AND ENTER INTO AGREEMENTS BEFORE THIS
AUTHORITY EXPIRES WHICH WOULD, OR MIGHT,
REQUIRE EQUITY SECURITIES TO BE ALLOTTED
(AND TREASURY SHARES TO BE HELD) AFTER THE
AUTHORISATION EXPIRES AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES (AND SELL TREASURY
SHARES) UNDER ANY SUCH OFFER OR AGREEMENT
AS IF THE AUTHORITY HAD NOT EXPIRED
18 AUTHORITY TO PURCHASE OWN SHARES: PURSUANT Mgmt For For
TO SECTION 701 OF THE 2006 ACT, TO
AUTHORISE THE COMPANY GENERALLY AND
UNCONDITIONALLY TO MAKE MARKET PURCHASES
(AS DEFINED IN SECTION 693(4) OF THE 2006
ACT) OF ITS ORDINARY SHARES ON SUCH TERMS
AS THE DIRECTORS THINK FIT, PROVIDED THAT:
(I) THE MAXIMUM NUMBER OF ORDINARY SHARES
THAT MAY BE ACQUIRED IS 74,147,388 (BEING
10% OF THE COMPANY'S ISSUED ORDINARY SHARE
CAPITAL, EXCLUDING TREASURY SHARES, AS AT
28 MAY 2020); (II) THE MINIMUM PRICE
(EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID
FOR AN ORDINARY SHARE IS 102/3P; AND (III)
THE MAXIMUM PRICE (EXCLUSIVE OF EXPENSES)
WHICH MAY BE PAID FOR EACH ORDINARY SHARE
IS THE HIGHER OF: (A) 105% OF THE AVERAGE
OF THE MIDDLE-MARKET QUOTATIONS OF AN
ORDINARY SHARE OF THE COMPANY AS DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST FOR THE FIVE BUSINESS DAYS
IMMEDIATELY PRECEDING THE DAY ON WHICH THE
ORDINARY SHARE IS CONTRACTED TO BE
PURCHASED; AND (B) AN AMOUNT EQUAL TO THE
HIGHER OF THE PRICE OF THE LAST INDEPENDENT
TRADE OF AN ORDINARY SHARE AND THE HIGHEST
CURRENT INDEPENDENT PURCHASE BID FOR AN
ORDINARY SHARE ON THE TRADING VENUES WHERE
THE PURCHASE IS CARRIED OUT. THIS AUTHORITY
SHALL EXPIRE AT THE EARLIER OF THE
CONCLUSION OF THE NEXT ANNUAL GENERAL
MEETING OF THE COMPANY OR 15 MONTHS FROM
THE DATE THIS RESOLUTION IS PASSED,
PROVIDED THAT THE COMPANY SHALL BE
ENTITLED, AT ANY TIME PRIOR TO THE EXPIRY
OF THIS AUTHORITY, TO MAKE A CONTRACT OF
PURCHASE WHICH WOULD OR MIGHT BE EXECUTED
WHOLLY OR PARTLY AFTER THE EXPIRY OF THIS
AUTHORITY AND TO PURCHASE ORDINARY SHARES
IN ACCORDANCE WITH SUCH CONTRACT AS IF THE
AUTHORITY HAD NOT EXPIRED
--------------------------------------------------------------------------------------------------------------------------
LAS VEGAS SANDS CORP. Agenda Number: 935369961
--------------------------------------------------------------------------------------------------------------------------
Security: 517834107
Meeting Type: Annual
Meeting Date: 13-May-2021
Ticker: LVS
ISIN: US5178341070
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Irwin Chafetz Mgmt For For
Micheline Chau Mgmt For For
Patrick Dumont Mgmt For For
Charles D. Forman Mgmt For For
Robert G. Goldstein Mgmt For For
George Jamieson Mgmt For For
Nora M. Jordan Mgmt For For
Charles A. Koppelman Mgmt For For
Lewis Kramer Mgmt For For
David F. Levi Mgmt For For
2. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the Company's independent
registered public accounting firm for the
year ending December 31, 2021.
3. An advisory (non-binding) vote to approve Mgmt For For
the compensation of the named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
LEGAL & GENERAL GROUP PLC Agenda Number: 713933477
--------------------------------------------------------------------------------------------------------------------------
Security: G54404127
Meeting Type: AGM
Meeting Date: 20-May-2021
Ticker:
ISIN: GB0005603997
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 THAT THE AUDITED REPORT AND ACCOUNTS OF THE Mgmt For For
COMPANY FOR THE YEAR ENDED 31 DECEMBER
2020, TOGETHER WITH THE DIRECTORS' REPORT,
STRATEGIC REPORT AND THE AUDITOR'S REPORT
ON THOSE ACCOUNTS, BE RECEIVED AND ADOPTED
2 THAT A FINAL DIVIDEND OF 12.64 PENCE PER Mgmt For For
ORDINARY SHARE IN RESPECT OF THE YEAR ENDED
31 DECEMBER 2020 BE DECLARED AND BE PAID ON
27 MAY 2021 TO SHAREHOLDERS ON THE REGISTER
OF MEMBERS AT THE CLOSE OF BUSINESS ON 16
APRIL 2021
3 THAT RIC LEWIS BE ELECTED AS A DIRECTOR Mgmt For For
4 THAT NILUFER VON BISMARCK BE ELECTED AS A Mgmt For For
DIRECTOR
5 THAT HENRIETTA BALDOCK BE RE-ELECTED AS A Mgmt For For
DIRECTOR
6 THAT PHILIP BROADLEY BE RE-ELECTED AS A Mgmt For For
DIRECTOR
7 THAT JEFF DAVIES BE RE-ELECTED AS A Mgmt For For
DIRECTOR
8 THAT SIR JOHN KINGMAN BE RE-ELECTED AS A Mgmt For For
DIRECTOR
9 THAT LESLEY KNOX BE RE-ELECTED AS A Mgmt For For
DIRECTOR
10 THAT GEORGE LEWIS BE RE-ELECTED AS A Mgmt For For
DIRECTOR
11 THAT TOBY STRAUSS BE RE-ELECTED AS A Mgmt For For
DIRECTOR
12 THAT NIGEL WILSON BE RE-ELECTED AS A Mgmt For For
DIRECTOR
13 THAT KPMG LLP BE RE-APPOINTED AS AUDITOR OF Mgmt For For
THE COMPANY, TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT GENERAL MEETING AT
WHICH ACCOUNTS ARE LAID
14 THAT THE DIRECTORS BE AUTHORISED TO Mgmt For For
DETERMINE THE AUDITOR'S REMUNERATION
15 THAT THE DIRECTORS' REPORT ON REMUNERATION Mgmt For For
(EXCLUDING THE DIRECTORS' REMUNERATION
POLICY), AS SET OUT ON PAGES 88 TO 90 OF
THE COMPANY'S 2020 ANNUAL REPORT AND
ACCOUNTS, BE APPROVED
16 RENEWAL OF DIRECTORS' AUTHORITY TO ALLOT Mgmt For For
SHARES
17 ADDITIONAL AUTHORITY TO ALLOT SHARES IN Mgmt For For
RESPECT OF CONTINGENT CONVERTIBLE
SECURITIES
18 POLITICAL DONATIONS Mgmt For For
19 DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For
20 ADDITIONAL AUTHORITY TO DISAPPLY Mgmt For For
PRE-EMPTION RIGHTS FOR PURPOSES OF
ACQUISITIONS OR SPECIFIED CAPITAL
INVESTMENTS
21 ADDITIONAL AUTHORITY TO DISAPPLY Mgmt For For
PRE-EMPTION RIGHTS IN CONNECTION WITH THE
ISSUE OF CCS
22 PURCHASE OF OWN SHARES Mgmt For For
23 TO ADOPT NEW ARTICLES OF ASSOCIATION Mgmt For For
24 THAT A GENERAL MEETING OF THE COMPANY OTHER Mgmt For For
THAN AN ANNUAL GENERAL MEETING OF THE
COMPANY MAY BE CALLED ON NOT LESS THAN 14
CLEAR DAYS' NOTICE
--------------------------------------------------------------------------------------------------------------------------
LINDE PLC Agenda Number: 935214065
--------------------------------------------------------------------------------------------------------------------------
Security: G5494J103
Meeting Type: Annual
Meeting Date: 27-Jul-2020
Ticker: LIN
ISIN: IE00BZ12WP82
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Prof. Dr. Wolfgang Mgmt For For
Reitzle
1B. Election of Director: Stephen F. Angel Mgmt For For
1C. Election of Director: Prof. DDr. Mgmt For For
Ann-Kristin Achleitner
1D. Election of Director: Prof. Dr. Clemens Mgmt For For
Borsig
1E. Election of Director: Dr. Nance K. Dicciani Mgmt For For
1F. Election of Director: Dr. Thomas Enders Mgmt For For
1G. Election of Director: Franz Fehrenbach Mgmt For For
1H. Election of Director: Edward G. Galante Mgmt For For
1I. Election of Director: Larry D. McVay Mgmt For For
1J. Election of Director: Dr. Victoria Ossadnik Mgmt For For
1K. Election of Director: Prof. Dr. Martin H. Mgmt For For
Richenhagen
1L. Election of Director: Robert L. Wood Mgmt For For
2A. To ratify, on an advisory and non-binding Mgmt For For
basis, the appointment of
PricewaterhouseCoopers ("PWC") as the
independent auditor.
2B. To authorize the Board, acting through the Mgmt For For
Audit Committee, to determine PWC's
remuneration.
3. To determine the price range at which Linde Mgmt For For
plc can re-allot shares that it acquires as
treasury shares under Irish law.
4. To approve, on an advisory and non-binding Mgmt For For
basis, the compensation of Linde plc's
Named Executive Officers, as disclosed in
the 2020 Proxy Statement.
--------------------------------------------------------------------------------------------------------------------------
LLOYDS BANKING GROUP PLC Agenda Number: 713722951
--------------------------------------------------------------------------------------------------------------------------
Security: G5533W248
Meeting Type: AGM
Meeting Date: 20-May-2021
Ticker:
ISIN: GB0008706128
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE COMPANY'S ACCOUNTS AND THE Mgmt For For
REPORTS OF THE DIRECTORS AND OF THE AUDITOR
FOR THE YEAR ENDED 31 DECEMBER 2020
2 TO ELECT MR R F BUDENBERG AS A DIRECTOR OF Mgmt For For
THE COMPANY
3 TO RE-ELECT MR W L D CHALMERS AS A DIRECTOR Mgmt For For
OF THE COMPANY
4 TO RE-ELECT MR A P DICKINSON AS A DIRECTOR Mgmt For For
OF THE COMPANY
5 TO RE-ELECT MS S C LEGG AS A DIRECTOR OF Mgmt For For
THE COMPANY
6 TO RE-ELECT LORD LUPTON AS A DIRECTOR OF Mgmt For For
THE COMPANY
7 TO RE-ELECT MS A F MACKENZIE AS A DIRECTOR Mgmt For For
OF THE COMPANY
8 TO RE-ELECT MR N E T PRETTEJOHN AS A Mgmt For For
DIRECTOR OF THE COMPANY
9 TO RE-ELECT MR S W SINCLAIR AS A DIRECTOR Mgmt For For
OF THE COMPANY
10 TO RE-ELECT MS C M WOODS AS A DIRECTOR OF Mgmt For For
THE COMPANY
11 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For
REPORT IN THE FORM SET OUT ON PAGES 115 TO
134 OF THE ANNUAL REPORT AND ACCOUNTS FOR
THE YEAR ENDED 31 DECEMBER 2020
12 TO DECLARE AND PAY A FINAL ORDINARY Mgmt For For
DIVIDEND OF 0.57 PENCE PER ORDINARY SHARE
IN RESPECT OF THE FINANCIAL YEAR ENDED 31
DECEMBER 2020, PAYABLE ON 25 MAY 2021 TO
ORDINARY SHAREHOLDERS WHOSE NAMES APPEAR IN
THE REGISTER OF MEMBERS AT THE CLOSE OF
BUSINESS ON 16 APRIL 2021
13 TO APPOINT DELOITTE LLP AS AUDITOR OF THE Mgmt For For
COMPANY, TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT GENERAL MEETING AT
WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
14 TO AUTHORISE THE AUDIT COMMITTEE TO SET THE Mgmt For For
REMUNERATION OF THE COMPANY'S AUDITOR
15 LLOYDS BANKING GROUP DEFERRED BONUS PLAN Mgmt For For
2021
16 AUTHORITY FOR THE COMPANY AND ITS Mgmt For For
SUBSIDIARIES TO MAKE POLITICAL DONATIONS OR
INCUR POLITICAL EXPENDITURE
17 DIRECTORS' AUTHORITY TO ALLOT SHARES Mgmt For For
18 DIRECTORS' AUTHORITY TO ALLOT SHARES IN Mgmt For For
RELATION TO THE ISSUE OF REGULATORY CAPITAL
CONVERTIBLE INSTRUMENTS
19 LIMITED DISAPPLICATION OF PRE-EMPTION Mgmt For For
RIGHTS
20 LIMITED DISAPPLICATION OF PRE-EMPTION Mgmt For For
RIGHTS IN THE EVENT OF FINANCING AN
ACQUISITION TRANSACTION OR OTHER CAPITAL
INVESTMENT
21 LIMITED DISAPPLICATION OF PRE-EMPTION Mgmt For For
RIGHTS IN RELATION TO THE ISSUE OF
REGULATORY CAPITAL CONVERTIBLE INSTRUMENTS
22 AUTHORITY TO PURCHASE ORDINARY SHARES Mgmt For For
23 AUTHORITY TO PURCHASE PREFERENCE SHARES Mgmt For For
24 ADOPTION OF NEW ARTICLES OF ASSOCIATION Mgmt For For
25 NOTICE PERIOD FOR GENERAL MEETINGS Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
MGM GROWTH PROPERTIES LLC Agenda Number: 935359504
--------------------------------------------------------------------------------------------------------------------------
Security: 55303A105
Meeting Type: Annual
Meeting Date: 05-May-2021
Ticker: MGP
ISIN: US55303A1051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Kathryn Coleman Mgmt For For
1B. Election of Director: Charles Irving Mgmt For For
1C. Election of Director: Paul Salem Mgmt For For
1D. Election of Director: Thomas Roberts Mgmt For For
1E. Election of Director: Daniel J. Taylor Mgmt For For
1F. Election of Director: Corey Sanders Mgmt For For
1G. Election of Director: John M. McManus Mgmt For For
2. To ratify the selection of Deloitte & Mgmt For For
Touche LLP, as the independent registered
public accounting firm for the year ending
December 31, 2021.
3. To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
NATWEST GROUP PLC Agenda Number: 713722759
--------------------------------------------------------------------------------------------------------------------------
Security: G6422B105
Meeting Type: AGM
Meeting Date: 28-Apr-2021
Ticker:
ISIN: GB00B7T77214
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2 APPROVE REMUNERATION REPORT Mgmt For For
3 APPROVE FINAL DIVIDEND Mgmt For For
4 RE-ELECT HOWARD DAVIES AS DIRECTOR Mgmt For For
5 RE-ELECT ALISON ROSE-SLADE AS DIRECTOR Mgmt For For
6 RE-ELECT KATIE MURRAY AS DIRECTOR Mgmt For For
7 RE-ELECT FRANK DANGEARD AS DIRECTOR Mgmt For For
8 RE-ELECT PATRICK FLYNN AS DIRECTOR Mgmt For For
9 RE-ELECT MORTEN FRIIS AS DIRECTOR Mgmt For For
10 RE-ELECT ROBERT GILLESPIE AS DIRECTOR Mgmt For For
11 RE-ELECT YASMIN JETHA AS DIRECTOR Mgmt For For
12 RE-ELECT MIKE ROGERS AS DIRECTOR Mgmt For For
13 RE-ELECT MARK SELIGMAN AS DIRECTOR Mgmt For For
14 RE-ELECT LENA WILSON AS DIRECTOR Mgmt For For
15 REAPPOINT ERNST & YOUNG LLP AS AUDITORS Mgmt For For
16 AUTHORISE THE GROUP AUDIT COMMITTEE TO FIX Mgmt For For
REMUNERATION OF AUDITORS
17 AUTHORISE ISSUE OF EQUITY Mgmt For For
18 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS
19 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN
ACQUISITION OR OTHER CAPITAL INVESTMENT
20 AUTHORISE ISSUE OF EQUITY IN CONNECTION Mgmt For For
WITH EQUITY CONVERTIBLE NOTES
21 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS IN CONNECTION WITH
EQUITY CONVERTIBLE NOTES
22 AUTHORISE THE COMPANY TO CALL GENERAL Mgmt For For
MEETING WITH TWO WEEKS' NOTICE
23 AUTHORISE EU POLITICAL DONATIONS AND Mgmt For For
EXPENDITURE
24 AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt For For
SHARES
25 AUTHORISE OFF-MARKET PURCHASE OF ORDINARY Mgmt For For
SHARES
26 AUTHORISE OFF-MARKET PURCHASE OF PREFERENCE Mgmt For For
SHARES
27 ADOPT NEW ARTICLES OF ASSOCIATION Mgmt For For
28 AUTHORISE BOARD TO OFFER SCRIP DIVIDEND Mgmt For For
CMMT 08 APR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO REMOVAL OF RECORD DATE. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
ORANGE SA Agenda Number: 713953455
--------------------------------------------------------------------------------------------------------------------------
Security: F6866T100
Meeting Type: MIX
Meeting Date: 18-May-2021
Ticker:
ISIN: FR0000133308
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 524608 DUE TO RECEIVED
ADDITIONAL RESOLUTION A. ALL VOTES RECEIVED
ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS
MEETING NOTICE. THANK YOU
1 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt Split 67% For 33% Take No ActionSplit
REVIEWED THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE
COMPANY'S FINANCIAL STATEMENTS FOR THE
FISCAL YEAR THAT ENDED IN 2020, AS
PRESENTED, SHOWING EARNINGS AMOUNTING TO
EUR 2,387,482,026.44. APPROVAL OF THE
COMPANY'S FINANCIAL STATEMENTS
2 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt Split 67% For 33% Take No ActionSplit
REVIEWED THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE
CONSOLIDATED FINANCIAL STATEMENTS FOR SAID
FISCAL YEAR AS PRESENTED TO THE MEETING.
CONSOLIDATED FINANCIAL STATEMENTS
3 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Split 67% For 33% Take No ActionSplit
RECOMMENDATIONS OF THE BOARD OF DIRECTORS
TO ALLOCATE THE EARNINGS AS FOLLOWS:
ORIGIN: EARNINGS FOR THE FINANCIAL YEAR:
EUR 2,387,482,026.44 RETAINED EARNINGS: EUR
9,107,533,866.28 DISTRIBUTABLE INCOME: EUR
11,495,015,892.72 ALLOCATION: DIVIDENDS:
EUR 0.90 PER SHARES (INCLUDING EUR 0.20
PAID ON AN ON-OFF BASIS) RETAINED EARNINGS:
THE BALANCE THE SHAREHOLDERS WILL BE
GRANTED A NET DIVIDEND OF EUR 0.90 PER
SHARE INCLUDING THE DEPOSIT DIVIDEND OF EUR
0.40 PAID ON DECEMBER 9TH 2020, WHICH WILL
BE ELIGIBLE FOR THE 40 PER CENT DEDUCTION
PROVIDED BY THE FRENCH GENERAL TAX CODE.
THIS DIVIDEND BALANCE OF EUR 0.50 WILL BE
PAID ON JUNE 17TH 2021. IT IS REMINDED
THAT, FOR THE LAST THREE FINANCIAL YEARS,
THE DIVIDENDS WERE PAID FOLLOWS: EUR 0.65
PER SHARE FOR FISCAL YEAR 2017 EUR 0.70 PER
SHARE FOR FISCAL YEAR 2018 EUR 0.50 PER
SHARE FOR FISCAL YEAR 2019 THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS. RESULTS
APPROPRIATION
4 THE SHAREHOLDERS' MEETING, AFTER REVIEWING Mgmt Split 67% For 33% Take No ActionSplit
THE SPECIAL REPORT OF THE AUDITORS ON
AGREEMENTS GOVERNED BY ARTICLE L. 225-38 ET
SEQ. OF THE FRENCH COMMERCIAL CODE, AND
NOTES THAT NO SUCH AGREEMENT WAS ENTERED
INTO DURING SAID FISCAL YEAR. SPECIAL
REPORT
5 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt Split 67% For 33% Take No ActionSplit
APPOINTMENT OF THE COMPANY BPIFRANCE
PARTICIPATIONS AS DIRECTOR FOR A 4-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2024 FISCAL YEAR.
RENEWAL OF A TERM OF OFFICE
6 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt Split 67% For 33% Take No ActionSplit
APPOINTMENT OF THE COMPANY KPMG S.A. AS
STATUTORY AUDITOR FOR A 6-YEAR PERIOD, I.E.
UNTIL THE SHAREHOLDERS' MEETING CALLED TO
RULE ON THE FINANCIAL STATEMENTS FOR THE
2026 FISCAL YEAR. RENEWAL OF A TERM OF
OFFICE
7 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt Split 67% For 33% Take No ActionSplit
APPOINTMENT OF THE COMPANY SALUSTRO REYDEL
AS ALTERNATE AUDITOR FOR A 6-YEAR PERIOD,
I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED
TO RULE ON THE FINANCIAL STATEMENTS FOR THE
2026 FISCAL YEAR. RENEWAL OF A TERM OF
OFFICE
8 THE SHAREHOLDERS' MEETING APPOINTS AS Mgmt Split 67% For 33% Take No ActionSplit
STATUTORY AUDITOR, THE COMPANY DELOITTE FOR
A 6-YEAR PERIOD, I.E. UNTIL THE
SHAREHOLDERS' MEETING CALLED TO RULE ON THE
FINANCIAL STATEMENTS FOR THE 2026 FISCAL
YEAR, TO REPLACE THE COMPANY ERNST AND
YOUNG AUDIT AFTER THE END OF ITS TERM.
APPOINTMENT
9 THE SHAREHOLDERS' MEETING APPOINTS AS Mgmt Split 67% For 33% Take No ActionSplit
ALTERNATE AUDITOR, THE COMPANY BEAS FOR A
6-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2026 FISCAL YEAR, TO
REPLACE THE COMPANY AUDITEX AFTER THE END
OF ITS TERM. APPOINTMENT
10 THE SHAREHOLDERS' MEETING RESOLVES TO Mgmt Split 67% For 33% Take No ActionSplit
TRANSFER THE HEAD OFFICE OF THE COMPANY TO
111 QUAI DU PRESIDENT ROOSEVELT, 92130
ISSY-LES-MOULINEAUX, FRANCE, AS DECIDED
DURING THE SHAREHOLDERS' MEETING ON
FEBRUARY 17TH 2021. NEW REGISTERED OFFICE
11 THE SHAREHOLDERS' MEETING, AFTER REVIEWING Mgmt Split 67% For 33% Take No ActionSplit
THE SPECIAL REPORT OF THE AUDITORS ON
AGREEMENTS GOVERNED BY ARTICLE L. 22-10-34
I. OF THE FRENCH COMMERCIAL CODE, APPROVES
SECTIONS 5.4.1.2, 5.4.2.1 AND 5.4.2.3 OF
THE UNIVERSAL REGISTRATION DOCUMENT OF THE
COMPANY FOR THE 2020 FISCAL YEAR. SPECIAL
REPORT
12 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Split 67% For 33% Take No ActionSplit
COMPENSATION AS WELL AS THE BENEFITS OR
PERKS OF ANY KIND PAID AND AWARDED TO MR
STEPHANE RICHARD AS CEO FOR THE 2020
FINANCIAL YEAR. COMPENSATION
13 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Split 67% For 33% Take No ActionSplit
COMPENSATION AS WELL AS THE BENEFITS OR
PERKS OF ANY KIND PAID AND AWARDED TO MR
RAMON FERNANDEZ AS DEPUTY MANAGING DIRECTOR
FOR THE 2020 FINANCIAL YEAR. COMPENSATION
14 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Split 67% For 33% Take No ActionSplit
COMPENSATION AS WELL AS THE BENEFITS OR
PERKS OF ANY KIND PAID AND AWARDED TO MR
GERVAIS PELLISSIER AS DEPUTY MANAGING
DIRECTOR FOR THE 2020 FINANCIAL YEAR.
COMPENSATION
15 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Split 67% For 33% Take No ActionSplit
COMPENSATION POLICY APPLICABLE TO THE CHIEF
EXECUTIVE OFFICER, FOR THE 2020 FISCAL
YEAR. APPROVAL OF THE COMPENSATION POLICY
16 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Split 67% For 33% Take No ActionSplit
COMPENSATION POLICY APPLICABLE TO THE
DEPUTY MANAGING DIRECTORS, FOR THE 2020
FISCAL YEAR. APPROVAL OF THE COMPENSATION
POLICY
17 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Split 67% For 33% Take No ActionSplit
COMPENSATION POLICY APPLICABLE TO THE
NON-MANAGERS DIRECTORS, FOR THE 2020 FISCAL
YEAR. APPROVAL OF THE COMPENSATION POLICY
18 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit
BOARD OF DIRECTORS TO BUY BACK THE
COMPANY'S SHARES ON THE OPEN MARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW:
MAXIMUM PURCHASE PRICE: EUR 24.00, MAXIMUM
NUMBER OF SHARES TO BE ACQUIRED: 10 PERCENT
OF THE SHARES COMPOSING THE SHARE CAPITAL,
MAXIMUM FUNDS INVESTED IN THE SHARE
BUYBACKS: EUR 6,384,135,837.60. THIS
AUTHORIZATION IS GIVEN FOR AN 18-MONTH
PERIOD. THIS AUTHORIZATION SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORIZATION GIVEN
BY THE SHAREHOLDERS' MEETING ON MAY 19TH
2020 IN RESOLUTION NR 16. THE SHAREHOLDERS'
MEETING DELEGATES ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES.
AUTHORIZATION TO BUY BACK SHARES
19 THE SHAREHOLDERS' MEETING DELEGATES ALL Mgmt Split 67% For 33% Take No ActionSplit
POWERS TO THE BOARD OF DIRECTORS TO
INCREASE UP TO EUR 2,000,000,000.00, BY
ISSUANCE, WITH THE SHAREHOLDERS'
PREFERENTIAL SUBSCRIPTION RIGHTS
MAINTAINED, OF: -SHARES; -EQUITY SECURITIES
GIVING ACCESS TO OTHER EQUITY SECURITIES OR
GIVING RIGHT TO THE ALLOCATION OF DEBT
SECURITIES OF THE COMPANY -SECURITIES
GIVING ACCESS TO EQUITY SECURITIES TO BE
ISSUED OR TO BE ISSUED BY A SUBSIDIARY
-EQUITIES GIVING ACCESS TO EXISTING EQUITY
SECURITIES OR GIVING RIGHT TO THE
ALLOCATION OF DEBT SECURITIES OF A COMPANY
OF WHICH THE COMPANY HOLDS RIGHTS IN THE
SHARE CAPITAL HOWEVER, IT CANNOT BE USED IN
THE CONTEXT OF A PUBLIC OFFER, UNLESS
AUTHORIZED IN APPLICATION OF RESOLUTION 20
SUBMITTED TO THIS MEETING. THE PRESENT
DELEGATION IS GIVEN FOR A 26-MONTH PERIOD.
THIS AUTHORIZATION SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GIVEN BY THE
SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN
RESOLUTION NR 16. CAPITAL INCREASE THROUGH
ISSUANCE, WITH PREFERRED SUBSCRIPTION
RIGHTS MAINTAINED, OF SHARES AND/OR
SECURITIES
20 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit
BOARD OF DIRECTORS TO USE THE DELEGATION OF
AUTHORITY UNDER RESOLUTION 19 (SUBJECT TO
ITS APPROVAL BY THIS MEETING) AT ANY TIME,
INCLUDING, IN THE EVENT OF FILING BY A
THIRD PARTY OF A PROPOSED PUBLIC OFFER FOR
THE COMPANY'S SECURITIES. AUTHORIZATION TO
USE THE DELEGATION DURING A PUBLIC OFFER
PERIOD
21 THE SHAREHOLDERS' MEETING DELEGATES ALL Mgmt Split 67% For 33% Take No ActionSplit
POWERS TO THE BOARD OF DIRECTORS TO
INCREASE THE SHARE CAPITAL UP TO EUR
1,000,000,000.00, BY WAY OF A PUBLIC
OFFERING, WITH CANCELLATION OF PREFERENTIAL
SUBSCRIPTION RIGHTS, OF: - SHARES; - EQUITY
SECURITIES GIVING ACCESS TO OTHER EQUITY
SECURITIES OR GIVING RIGHT TO THE
ALLOCATION OF DEBT SECURITIES OF THE
COMPANY - SECURITIES GIVING ACCESS TO
EQUITY SECURITIES TO BE ISSUED OR TO BE
ISSUED BY A SUBSIDIARY - EQUITIES GIVING
ACCESS TO EXISTING EQUITY SECURITIES OR
GIVING RIGHT TO THE ALLOCATION OF DEBT
SECURITIES OF A COMPANY OF WHICH THE
COMPANY HOLDS RIGHTS IN THE SHARE CAPITAL
HOWEVER, IT CANNOT BE USED IN THE CONTEXT
OF A PUBLIC OFFER, UNLESS AUTHORIZED IN
APPLICATION OF RESOLUTION 22 SUBMITTED TO
THIS MEETING. THE PRESENT DELEGATION IS
GIVEN FOR A 26-MONTH PERIOD. THIS
AUTHORIZATION SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GIVEN BY THE
SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN
RESOLUTION NR 18. CAPITAL INCREASE BY
ISSUING SHARES WITHOUT PREFERRED
SUBSCRIPTION RIGHT BY OFFERS
22 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit
BOARD OF DIRECTORS TO USE THE DELEGATION OF
AUTHORITY UNDER RESOLUTION 21 (SUBJECT TO
ITS APPROVAL BY THIS MEETING) AT ANY TIME,
INCLUDING, IN THE EVENT OF FILING BY A
THIRD PARTY OF A PROPOSED PUBLIC OFFER FOR
THE COMPANY'S SECURITIES. AUTHORIZATION TO
USE THE DELEGATION DURING A PUBLIC OFFER
PERIOD
23 THE SHAREHOLDERS' MEETING DELEGATES ALL Mgmt Split 67% For 33% Take No ActionSplit
POWERS TO THE BOARD OF DIRECTORS, FOR A
26-MONTH PERIOD, TO INCREASE THE SHARE
CAPITAL UP TO EUR 1,000,000,000.00 (OR 20
PERCENT OF THE SHARE CAPITAL) COUNTING
AGAINST RESOLUTION 21, BY WAY OF A PRIVATE
OFFERING, WITH CANCELLATION OF PREFERENTIAL
SUBSCRIPTION RIGHTS, OF: - SHARES; - EQUITY
SECURITIES GIVING ACCESS TO OTHER EQUITY
SECURITIES OR GIVING RIGHT TO THE
ALLOCATION OF DEBT SECURITIES OF THE
COMPANY - SECURITIES GIVING ACCESS TO
EQUITY SECURITIES TO BE ISSUED OR TO BE
ISSUED BY A SUBSIDIARY - EQUITIES GIVING
ACCESS TO EXISTING EQUITY SECURITIES OR
GIVING RIGHT TO THE ALLOCATION OF DEBT
SECURITIES OF A COMPANY OF WHICH THE
COMPANY HOLDS RIGHTS IN THE SHARE CAPITAL
HOWEVER, IT CANNOT BE USED IN THE CONTEXT
OF A PUBLIC OFFER, UNLESS AUTHORIZED IN
APPLICATION OF RESOLUTION 24 SUBMITTED TO
THIS MEETING. THIS AUTHORIZATION SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION
GIVEN BY THE SHAREHOLDERS' MEETING ON MAY
21TH 2019 IN RESOLUTION NR 20. CAPITAL
INCREASE BY ISSUING SHARES WITHOUT
PREFERRED SUBSCRIPTION RIGHT BY OFFERS
24 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit
BOARD OF DIRECTORS TO USE THE DELEGATION OF
AUTHORITY UNDER RESOLUTION 23 (SUBJECT TO
ITS APPROVAL BY THIS MEETING) AT ANY TIME,
INCLUDING, IN THE EVENT OF FILING BY A
THIRD PARTY OF A PROPOSED PUBLIC OFFER FOR
THE COMPANY'S SECURITIES. AUTHORIZATION TO
USE THE DELEGATION DURING A PUBLIC OFFER
PERIOD
25 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit
BOARD OF DIRECTORS TO INCREASE THE NUMBER
OF SECURITIES IN THE EVENT THOSE GRANTED
UNDER RESOLUTIONS 19 TO 24 HEREIN EXCEED
THE INITIAL NUMBER OF SECURITIES TO BE
ISSUED (OVERSUBSCRIPTION), UP TO 15
PERCENT. THIS DELEGATION IS GIVEN FOR A
26-MONTH PERIOD. AUTHORIZATION TO INCREASE
THE NUMBER OF SECURITIES TO BE ISSUED
(OVERSUBSCRIPTION)
26 THE SHAREHOLDERS' MEETING GIVES ALL POWERS Mgmt Split 67% For 33% Take No ActionSplit
TO THE BOARD OF DIRECTORS TO ISSUE SHARES,
EQUITY SECURITIES GIVING ACCESS TO EXISTING
SHARES OR GIVING RIGHT TO THE ALLOCATION OF
DEBT SECURITIES AND SECURITIES GIVING
RIGHTS TO SHARES TO BE ISSUED, IN
CONSIDERATION FOR SECURITIES TENDERED AS A
PART OF A PUBLIC EXCHANGE OFFER INITIATED
BY THE COMPANY CONCERNING THE SHARES OF
ANOTHER COMPANY. THE AMOUNT OF SHARES TO BE
ISSUED SHALL NOT EXCEED EUR
1,000,000,000.00 AND COUNT AGAINST
RESOLUTION 21 OF THIS MEETING. HOWEVER, IT
CANNOT BE USED IN THE CONTEXT OF A PUBLIC
OFFER, UNLESS AUTHORIZED IN APPLICATION OF
RESOLUTION 27 SUBMITTED TO THIS MEETING.
THIS AUTHORIZATION IS GRANTED FOR A
26-MONTH PERIOD. THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GIVEN BY THE SHAREHOLDERS'
MEETING ON MAY 21TH 2019 IN RESOLUTION NR
23. THE SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES. ISSUE OF EQUITY
SECURITIES AND SECURITIES IN THE EVENT OF A
PUBLIC EXCHANGE OFFER
27 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit
BOARD OF DIRECTORS TO USE THE DELEGATION OF
AUTHORITY UNDER RESOLUTION 26 (SUBJECT TO
ITS APPROVAL BY THIS MEETING)AT ANY TIME,
INCLUDING, IN THE EVENT OF FILING BY A
THIRD PARTY OF A PROPOSED PUBLIC OFFER FOR
THE COMPANY'S SECURITIES. AUTHORIZATION TO
USE THE DELEGATION DURING A PUBLIC OFFER
PERIOD
28 THE SHAREHOLDERS' MEETING DELEGATES ALL Mgmt Split 67% For 33% Take No ActionSplit
POWERS TO THE BOARD OF DIRECTORS, FOR A
26-MONTH PERIOD, TO INCREASE THE SHARE
CAPITAL, UP TO EUR 1,000,000,000.00 (OR 10
PERCENT OF THE SHARE CAPITAL), BY ISSUING
SHARES, EQUITY SECURITIES GIVING ACCESS TO
EXISTING SHARES OR GIVING RIGHT TO THE
ALLOCATION OF DEBT SECURITIES AND
SECURITIES GIVING ACCESS TO SHARES TO BE
ISSUED, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND GRANTED TO THE
COMPANY AND COMPOSED OF CAPITAL SECURITIES
OR SECURITIES GIVING ACCESS TO SHARE
CAPITAL. THIS AMOUNT SHALL COUNT AGAINST
RESOLUTION NUMBER 21. HOWEVER, IT CANNOT BE
USED IN THE CONTEXT OF A PUBLIC OFFER,
UNLESS AUTHORIZED IN APPLICATION OF
RESOLUTION 29 SUBMITTED TO THIS MEETING.
THIS AUTHORIZATION SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GIVEN BY THE
SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN
RESOLUTION NR 25. THE SHAREHOLDERS' MEETING
DELEGATES ALL POWERS TO THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES.
SHARE CAPITAL INCREASE IN CONSIDERATION FOR
CONTRIBUTIONS IN KIND
29 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit
BOARD OF DIRECTORS TO USE THE DELEGATION OF
AUTHORITY UNDER RESOLUTION 28 (SUBJECT TO
ITS APPROVAL BY THIS MEETING) AT ANY TIME,
INCLUDING, IN THE EVENT OF FILING BY A
THIRD PARTY OF A PROPOSED PUBLIC OFFER FOR
THE COMPANY'S SECURITIES. AUTHORIZATION TO
USE THE DELEGATION DURING A PUBLIC OFFER
PERIOD
30 THE SHAREHOLDERS' MEETING SETS THE MAXIMUM Mgmt Split 67% For 33% Take No ActionSplit
OVERALL VALUE OF THE CAPITAL INCREASE
CARRIED OUT BY VIRTUE OF DELEGATIONS AND
AUTHORIZATIONS GRANTED TO THE BOARD OF
DIRECTORS BY RESOLUTIONS 19 TO 29 TO EUR
3,000,000,000.00. DETERMINATION OF OVERALL
VALUE OF THE CAPITAL INCREASE
31 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit
BOARD OF DIRECTORS TO ALLOCATE, FREE OF
CHARGE, EXISTING OR TO BE ISSUED COMPANY
SHARES, IN FAVOR OF MANAGING CORPORATE
OFFICERS AND SOME EMPLOYEES OF THE COMPANY
OR A RELATED COMPANY, WITH CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS, THIS
DELEGATION IS GIVEN FOR A 12-MONTH PERIOD
AND FOR A NOMINAL AMOUNT THAT SHALL NOT
EXCEED 0.07 PERCENT OF THE SHARE CAPITAL,
NOTED THAT THE SHARES GIVEN TO THE MANAGING
CORPORATE OFFICERS CANNOT EXCEED 100,000
SHARES THIS AUTHORIZATION SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORIZATION GIVEN
BY THE SHAREHOLDERS' MEETING ON MAY 19TH
2020 IN RESOLUTION NR 19. THE SHAREHOLDERS'
MEETING DELEGATES ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES.
SHARE CAPITAL INCREASE RESERVED FOR
EMPLOYEES
32 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL, IN FAVOR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE COMPANY WHO ARE
MEMBERS OF A COMPANY SAVINGS PLAN, WITH
CANCELLATION OF PREFERENTIAL SUBSCRIPTION
RIGHTS, BY ISSUANCE OF SHARES, EQUITY
SECURITIES GIVING ACCESS TO EXISTING SHARES
OR GIVING RIGHT TO THE ALLOCATION OF DEBT
SECURITIES AND SECURITIES GIVING ACCESS TO
SHARES TO BE ISSUED. THIS DELEGATION IS
GIVEN FOR AN 18-MONTH PERIOD AND FOR A
NOMINAL AMOUNT THAT SHALL NOT EXCEED EUR
200,000,000.00. THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORIZATION GIVEN BY THE SHAREHOLDERS'
MEETING ON MAY 19TH 2020 IN RESOLUTION NR
20. THE SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES. SHARE CAPITAL
INCREASE RESERVED FOR EMPLOYEES
33 THE SHAREHOLDERS' MEETING DELEGATES TO THE Mgmt Split 67% For 33% Take No ActionSplit
BOARD OF DIRECTORS ALL POWERS IN ORDER TO
INCREASE THE SHARE CAPITAL, UP TO EUR
2,000,000,000.00, BY ISSUING BONUS SHARES
OR RAISING THE PAR VALUE OF EXISTING
SHARES, OR BY A COMBINATION OF BOTH
METHODS, BY WAY OF CAPITALIZING RESERVES,
PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED
THAT SUCH CAPITALIZATION IS ALLOWED BY LAW
AND UNDER THE BYLAWS. THIS AUTHORIZATION IS
GRANTED FOR A 26-MONTH PERIOD. THIS
AUTHORIZATION SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GIVEN BY THE
SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN
RESOLUTION NR 30. SHARE CAPITAL INCREASE BY
CAPITALIZING RESERVES, PROFITS OR PREMIUMS
34 THE SHAREHOLDERS' MEETING GRANTS ALL POWERS Mgmt Split 67% For 33% Take No ActionSplit
TO THE BOARD OF DIRECTORS TO REDUCE THE
SHARE CAPITAL BY CANCELLING ALL OR PART OF
THE SHARES HELD BY THE COMPANY IN
CONNECTION WITH THE STOCK REPURCHASE PLAN
UNDER RESOLUTION 18, UP TO 10 PERCENT OF
THE SHARE CAPITAL OVER A 24-MONTH PERIOD.
THE SHAREHOLDERS' MEETING DECIDES TO CHARGE
THE EXCESS OF THE PURCHASE PRICE OVER THE
SHARE'S NOMINAL VALUE ON THE ISSUANCE
PREMIUM ACCOUNT, OR ANY OTHER AVAILABLE
RESERVE ACCOUNT, WITHIN THE LIMIT OF 10
PERCENT OF THE CAPITAL REDUCTION. THIS
AUTHORIZATION IS GIVEN FOR AN 18-MONTH
PERIOD. THIS AUTHORIZATION SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORIZATION GIVEN
BY THE SHAREHOLDERS' MEETING ON MAY 19TH
2020 IN RESOLUTION NR 21. AUTHORIZATION TO
REDUCE THE CAPITAL THROUGH THE CANCELLATION
OF SHARES
35 THE SHAREHOLDERS' MEETING GRANTS FULL Mgmt Split 67% For 33% Take No ActionSplit
POWERS TO THE BEARER OF AN ORIGINAL, A COPY
OR EXTRACT OF THE MINUTES OF THIS MEETING
TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW. POWERS
TO ACCOMPLISH FORMALITIES
A PLEASE NOTE THAT THIS RESOLUTION IS A Shr Split 67% Against 33% Take No ActionSplit
SHAREHOLDER PROPOSAL: THE SHAREHOLDERS'
MEETING, SUBJECT TO THE ADOPTION OF
RESOLUTION 31, AUTHORIZES THE BOARD OF
DIRECTORS TO GRANT, FOR FREE EXISTING OR
FUTURE SHARES, IN FAVOR OF THE EMPLOYEES OR
THE CORPORATE OFFICERS OF THE COMPANY AND
RELATED COMPANIES, FOR AN AMOUNT
REPRESENTING 0.4 PERCENT OF THE SHARE
CAPITAL. THE PRESENT DELEGATION IS GIVEN
FOR A 12-MONTH PERIOD. THE SHAREHOLDERS'
MEETING DELEGATES ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES.
AMENDMENT TO THE RESOLUTION 31 - SHARE
CAPITAL INCREASE RESERVED FOR EMPLOYEES
B PLEASE NOTE THAT THIS RESOLUTION IS A Shr Split 67% Against 33% Take No ActionSplit
SHAREHOLDER PROPOSAL: THE SHAREHOLDERS'
MEETING DECIDES TO AMEND ARTICLE 13 OF THE
BYLAWS, IN ORDER TO SET A MAXIMUM NUMBER OF
TERMS OF OFFICE THAT THE DIRECTORS OF THE
COMPANY CAN ACCEPT TO EXERCISE THE
FUNCTIONS OF DIRECTOR OF THE COMPANY.
AMENDMENT TO ARTICLES OF THE BYLAWS
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL
LINK:https://www.journal-officiel.gouv.fr/b
alo/document/202104192101016-47
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU AND PLEASE NOTE
THAT IF YOU HOLD CREST DEPOSITORY INTERESTS
(CDIs) AND PARTICIPATE AT THIS MEETING, YOU
(OR YOUR CREST SPONSORED MEMBER/CUSTODIAN)
WILL BE REQUIRED TO INSTRUCT A TRANSFER OF
THE RELEVANT CDIs TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIs WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIs WILL BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU AND INTERMEDIARY
CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE
CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER
THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU
SHOULD BE PROVIDING THE UNDERLYING
SHAREHOLDER INFORMATION AT THE VOTE
INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW
TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE
OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR
DEDICATED CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
--------------------------------------------------------------------------------------------------------------------------
PAYCOM SOFTWARE, INC. Agenda Number: 935382692
--------------------------------------------------------------------------------------------------------------------------
Security: 70432V102
Meeting Type: Annual
Meeting Date: 03-May-2021
Ticker: PAYC
ISIN: US70432V1026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Robert J. Levenson Mgmt For For
Frederick C. Peters II Mgmt For For
2. To ratify the appointment of Grant Thornton Mgmt For For
LLP as our independent registered public
accounting firm for the year ending
December 31, 2021.
3. Advisory vote to approve the compensation Mgmt For For
of our named executive officers.
4. Stockholder proposal requesting that the Shr For
Board of Directors prepare a diversity
report.
--------------------------------------------------------------------------------------------------------------------------
PS BUSINESS PARKS, INC. Agenda Number: 935392299
--------------------------------------------------------------------------------------------------------------------------
Security: 69360J578
Meeting Type: Annual
Meeting Date: 04-May-2021
Ticker: PSBPRY
ISIN: US69360J5781
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
3. Approval of the reincorporation of the Mgmt For For
Company from the State of California to the
State of Maryland.
--------------------------------------------------------------------------------------------------------------------------
QURATE RETAIL, INC. Agenda Number: 935395245
--------------------------------------------------------------------------------------------------------------------------
Security: 74915M308
Meeting Type: Annual
Meeting Date: 25-May-2021
Ticker: QRTEP
ISIN: US74915M3088
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Richard N. Barton Mgmt For For
Michael A. George Mgmt For For
Gregory B. Maffei Mgmt Withheld Against
2. The auditors ratification proposal, to Mgmt For For
ratify the selection of KPMG LLP as our
independent auditors for the fiscal year
ending December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
RAYTHEON TECHNOLOGIES Agenda Number: 935347218
--------------------------------------------------------------------------------------------------------------------------
Security: 75513E101
Meeting Type: Annual
Meeting Date: 26-Apr-2021
Ticker: RTX
ISIN: US75513E1010
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Tracy A. Atkinson Mgmt For For
1B. Election of Director: Gregory J. Hayes Mgmt For For
1C. Election of Director: Thomas A. Kennedy Mgmt For For
1D. Election of Director: Marshall O. Larsen Mgmt For For
1E. Election of Director: George R. Oliver Mgmt For For
1F. Election of Director: Robert K. (Kelly) Mgmt For For
Ortberg
1G. Election of Director: Margaret L. Mgmt For For
O'Sullivan
1H. Election of Director: Dinesh C. Paliwal Mgmt For For
1I. Election of Director: Ellen M. Pawlikowski Mgmt For For
1J. Election of Director: Denise L. Ramos Mgmt For For
1K. Election of Director: Fredric G. Reynolds Mgmt For For
1L. Election of Director: Brian C. Rogers Mgmt For For
1M. Election of Director: James A. Winnefeld, Mgmt For For
Jr.
1N. Election of Director: Robert O. Work Mgmt For For
2. Advisory Vote to Approve Executive Mgmt For For
Compensation.
3. Appoint PricewaterhouseCoopers LLP to Serve Mgmt For For
as Independent Auditor for 2021.
4. Approve Raytheon Technologies Corporation Mgmt For For
Executive Annual Incentive Plan.
5. Approve Amendment to the Raytheon Mgmt For For
Technologies Corporation 2018 Long-Term
Incentive Plan.
6. Shareowner Proposal to Amend Proxy Access Shr Against For
Bylaw.
--------------------------------------------------------------------------------------------------------------------------
REPUBLIC SERVICES, INC. Agenda Number: 935380775
--------------------------------------------------------------------------------------------------------------------------
Security: 760759100
Meeting Type: Annual
Meeting Date: 21-May-2021
Ticker: RSG
ISIN: US7607591002
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Manuel Kadre Mgmt For For
1B. Election of Director: Tomago Collins Mgmt For For
1C. Election of Director: Michael A. Duffy Mgmt For For
1D. Election of Director: Thomas W. Handley Mgmt For For
1E. Election of Director: Jennifer M. Kirk Mgmt For For
1F. Election of Director: Michael Larson Mgmt For For
1G. Election of Director: Kim S. Pegula Mgmt For For
1H. Election of Director: James P. Snee Mgmt For For
1I. Election of Director: Brian S. Tyler Mgmt For For
1J. Election of Director: Sandra M. Volpe Mgmt For For
1K. Election of Director: Katharine B. Weymouth Mgmt For For
2. Advisory vote to approve our named Mgmt For For
executive officer compensation.
3. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as our independent registered
public accounting firm for 2021.
4. Shareholder Proposal to incorporate ESG Shr Against For
metrics into executive compensation.
--------------------------------------------------------------------------------------------------------------------------
SALESFORCE.COM, INC. Agenda Number: 935416811
--------------------------------------------------------------------------------------------------------------------------
Security: 79466L302
Meeting Type: Annual
Meeting Date: 10-Jun-2021
Ticker: CRM
ISIN: US79466L3024
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Marc Benioff Mgmt For For
1B. Election of Director: Craig Conway Mgmt For For
1C. Election of Director: Parker Harris Mgmt For For
1D. Election of Director: Alan Hassenfeld Mgmt For For
1E. Election of Director: Neelie Kroes Mgmt For For
1F. Election of Director: Colin Powell Mgmt For For
1G. Election of Director: Sanford Robertson Mgmt For For
1H. Election of Director: John V. Roos Mgmt For For
1I. Election of Director: Robin Washington Mgmt For For
1J. Election of Director: Maynard Webb Mgmt For For
1K. Election of Director: Susan Wojcicki Mgmt For For
2. Amendment and restatement of our 2013 Mgmt For For
Equity Incentive Plan to increase the
number of shares reserved for issuance.
3. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as our independent registered
public accounting firm for the fiscal year
ending January 31, 2022.
4. An advisory vote to approve the fiscal 2021 Mgmt For For
compensation of our named executive
officers.
5. A stockholder proposal requesting that the Shr Against For
Board of Directors take steps necessary to
transition Salesforce to a Public Benefit
Corporation, if properly presented at the
meeting.
--------------------------------------------------------------------------------------------------------------------------
SIGNATURE BANK Agenda Number: 935441410
--------------------------------------------------------------------------------------------------------------------------
Security: 82669G203
Meeting Type: Special
Meeting Date: 29-Jun-2021
Ticker: SBNYP
ISIN: US82669G2030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the Bank's share repurchase Mgmt For For
plan, which allows the Bank to repurchase
from the Bank's stockholders from time to
time in open market transactions, shares of
the Bank's common stock in an aggregate
purchase amount of up to $500 million under
the Stock Repurchase Program.
2. To approve an amendment to the Amended and Mgmt For For
Restated 2004 Long- Term Incentive Plan
(the "2004 Equity Plan") to increase the
number of shares for issuance under the
2004 Equity Plan by 1,225,000 shares.
--------------------------------------------------------------------------------------------------------------------------
SOUTHWEST AIRLINES CO. Agenda Number: 935392744
--------------------------------------------------------------------------------------------------------------------------
Security: 844741108
Meeting Type: Annual
Meeting Date: 19-May-2021
Ticker: LUV
ISIN: US8447411088
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: David W. Biegler Mgmt For For
1B. Election of Director: J. Veronica Biggins Mgmt For For
1C. Election of Director: Douglas H. Brooks Mgmt For For
1D. Election of Director: William H. Cunningham Mgmt For For
1E. Election of Director: John G. Denison Mgmt For For
1F. Election of Director: Thomas W. Gilligan Mgmt For For
1G. Election of Director: Gary C. Kelly Mgmt For For
1H. Election of Director: Grace D. Lieblein Mgmt For For
1I. Election of Director: Nancy B. Loeffler Mgmt For For
1J. Election of Director: John T. Montford Mgmt For For
1K. Election of Director: Ron Ricks Mgmt For For
2. Advisory vote to approve the compensation Mgmt For For
of the Company's named executive officers.
3. Ratification of the selection of Ernst & Mgmt For For
Young LLP as the Company's independent
auditors for the fiscal year ending
December 31, 2021.
4. Advisory vote on shareholder proposal to Shr Against For
permit shareholder action by written
consent.
5. Advisory vote on shareholder proposal to Shr Against For
permit shareholder removal of directors
without cause.
--------------------------------------------------------------------------------------------------------------------------
SYSCO CORPORATION Agenda Number: 935276457
--------------------------------------------------------------------------------------------------------------------------
Security: 871829107
Meeting Type: Annual
Meeting Date: 20-Nov-2020
Ticker: SYY
ISIN: US8718291078
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Daniel J. Brutto Mgmt For For
1B. Election of Director: John M. Cassaday Mgmt For For
1C. Election of Director: Joshua D. Frank Mgmt For For
1D. Election of Director: Larry C. Glasscock Mgmt For For
1E. Election of Director: Bradley M. Halverson Mgmt For For
1F. Election of Director: John M. Hinshaw Mgmt For For
1G. Election of Director: Kevin P. Hourican Mgmt For For
1H. Election of Director: Hans-Joachim Koerber Mgmt For For
1I. Election of Director: Stephanie A. Mgmt For For
Lundquist
1J. Election of Director: Nelson Peltz Mgmt For For
1K. Election of Director: Edward D. Shirley Mgmt For For
1L. Election of Director: Sheila G. Talton Mgmt For For
2. To approve, by advisory vote, the Mgmt For For
compensation paid to Sysco's named
executive officers, as disclosed in Sysco's
2020 proxy statement.
3. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Sysco's independent registered
public accounting firm for fiscal 2021.
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THE COCA-COLA COMPANY Agenda Number: 935342547
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Security: 191216100
Meeting Type: Annual
Meeting Date: 20-Apr-2021
Ticker: KO
ISIN: US1912161007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Herbert A. Allen Mgmt For For
1B. Election of Director: Marc Bolland Mgmt For For
1C. Election of Director: Ana Botin Mgmt For For
1D. Election of Director: Christopher C. Davis Mgmt For For
1E. Election of Director: Barry Diller Mgmt For For
1F. Election of Director: Helene D. Gayle Mgmt For For
1G. Election of Director: Alexis M. Herman Mgmt For For
1H. Election of Director: Robert A. Kotick Mgmt For For
1I. Election of Director: Maria Elena Mgmt For For
Lagomasino
1J. Election of Director: James Quincey Mgmt For For
1K. Election of Director: Caroline J. Tsay Mgmt For For
1L. Election of Director: David B. Weinberg Mgmt For For
2. Advisory vote to approve executive Mgmt For For
compensation.
3. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as Independent Auditors.
4. Shareowner proposal on sugar and public Shr Against For
health.
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THE WILLIAMS COMPANIES, INC. Agenda Number: 935351572
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Security: 969457100
Meeting Type: Annual
Meeting Date: 27-Apr-2021
Ticker: WMB
ISIN: US9694571004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Alan S. Armstrong Mgmt For For
1B. Election of Director: Stephen W. Bergstrom Mgmt For For
1C. Election of Director: Nancy K. Buese Mgmt For For
1D. Election of Director: Stephen I. Chazen Mgmt For For
1E. Election of Director: Charles I. Cogut Mgmt For For
1F. Election of Director: Michael A. Creel Mgmt For For
1G. Election of Director: Stacey H. Dore Mgmt For For
1H. Election of Director: Vicki L. Fuller Mgmt For For
1I. Election of Director: Peter A. Ragauss Mgmt For For
1J. Election of Director: Rose M. Robeson Mgmt For For
1K. Election of Director: Scott D. Sheffield Mgmt For For
1L. Election of Director: Murray D. Smith Mgmt For For
1M. Election of Director: William H. Spence Mgmt For For
2. Approval, by nonbinding advisory vote, of Mgmt For For
the Company's executive compensation.
3. Ratification of Ernst & Young LLP as Mgmt For For
independent auditors for 2021.
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TRANSUNION Agenda Number: 935359667
--------------------------------------------------------------------------------------------------------------------------
Security: 89400J107
Meeting Type: Annual
Meeting Date: 11-May-2021
Ticker: TRU
ISIN: US89400J1079
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: William P. (Billy) Mgmt For For
Bosworth
1B. Election of Director: Suzanne P. Clark Mgmt For For
1C. Election of Director: Kermit R. Crawford Mgmt For For
1D. Election of Director: Russell P. Fradin Mgmt For For
1E. Election of Director: Pamela A. Joseph Mgmt For For
1F. Election of Director: Thomas L. Monahan, Mgmt For For
III
2. Ratification of appointment of Mgmt For For
PricewaterhouseCoopers LLP as TransUnion's
independent registered public accounting
firm for the fiscal year ending December
31, 2021.
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TRUIST FINANCIAL CORPORATION Agenda Number: 935345288
--------------------------------------------------------------------------------------------------------------------------
Security: 89832Q109
Meeting Type: Annual
Meeting Date: 27-Apr-2021
Ticker: TFC
ISIN: US89832Q1094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Jennifer S. Banner
1B. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: K. David Boyer, Jr.
1C. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Agnes Bundy Scanlan
1D. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Anna R. Cablik
1E. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Dallas S. Clement
1F. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Paul D. Donahue
1G. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Paul R. Garcia
1H. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Patrick C. Graney III
1I. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Linnie M. Haynesworth
1J. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Kelly S. King
1K. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Easter A. Maynard
1L. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Donna S. Morea
1M. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Charles A. Patton
1N. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Nido R. Qubein
1O. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: David M. Ratcliffe
1P. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: William H. Rogers, Jr.
1Q. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Frank P. Scruggs, Jr.
1R. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Christine Sears
1S. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Thomas E. Skains
1T. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Bruce L. Tanner
1U. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Thomas N. Thompson
1V. Election of Director for a one-year term Mgmt For For
expiring at the 2022 Annual Meeting of
Shareholders: Steven C. Voorhees
2. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as Truist's
independent registered public accounting
firm for 2021.
3. Advisory vote to approve Truist's executive Mgmt For For
compensation program.
--------------------------------------------------------------------------------------------------------------------------
UNION PACIFIC CORPORATION Agenda Number: 935364947
--------------------------------------------------------------------------------------------------------------------------
Security: 907818108
Meeting Type: Annual
Meeting Date: 13-May-2021
Ticker: UNP
ISIN: US9078181081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Andrew H. Card Jr. Mgmt For For
1B. Election of Director: William J. DeLaney Mgmt For For
1C. Election of Director: David B. Dillon Mgmt For For
1D. Election of Director: Lance M. Fritz Mgmt For For
1E. Election of Director: Deborah C. Hopkins Mgmt For For
1F. Election of Director: Jane H. Lute Mgmt For For
1G. Election of Director: Michael R. McCarthy Mgmt For For
1H. Election of Director: Thomas F. McLarty III Mgmt For For
1I. Election of Director: Jose H. Villarreal Mgmt For For
1J. Election of Director: Christopher J. Mgmt For For
Williams
2. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the independent registered
public accounting firm of the Company for
2021.
3. An advisory vote to approve executive Mgmt For For
compensation ("Say on Pay").
4. Adoption of the Union Pacific Corporation Mgmt For For
2021 Stock Incentive Plan.
5. Adoption of the Union Pacific Corporation Mgmt For For
2021 Employee Stock Purchase Plan.
6. Shareholder proposal requesting an EEO-1 Shr Against For
Report Disclosure, if properly presented at
the Annual Meeting.
7. Shareholder proposal requesting an Annual Shr Against For
Diversity and Inclusion Efforts Report, if
properly presented at the Annual Meeting.
8. Shareholder proposal requesting an Annual Shr Against For
Emissions Reduction Plan & annual advisory
vote on Emissions Reduction Plan, if
properly presented at the Annual Meeting.
--------------------------------------------------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED Agenda Number: 935414879
--------------------------------------------------------------------------------------------------------------------------
Security: 91324P102
Meeting Type: Annual
Meeting Date: 07-Jun-2021
Ticker: UNH
ISIN: US91324P1021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Richard T. Burke Mgmt For For
1B. Election of Director: Timothy P. Flynn Mgmt For For
1C. Election of Director: Stephen J. Hemsley Mgmt For For
1D. Election of Director: Michele J. Hooper Mgmt For For
1E. Election of Director: F. William McNabb III Mgmt For For
1F. Election of Director: Valerie C. Montgomery Mgmt For For
Rice, M.D.
1G. Election of Director: John H. Noseworthy, Mgmt For For
M.D.
1H. Election of Director: Gail R. Wilensky, Mgmt For For
Ph.D.
1I. Election of Director: Andrew Witty Mgmt For For
2. Advisory approval of the Company's Mgmt For For
executive compensation.
3. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the independent registered
public accounting firm for the Company for
the year ending December 31, 2021.
4. Approval of an amendment to the Mgmt For For
UnitedHealth Group 1993 Employee Stock
Purchase Plan.
5. If properly presented at the 2021 Annual Shr Against For
Meeting of Shareholders, the shareholder
proposal set forth in the proxy statement
requesting a reduction of the share
ownership threshold for calling a special
meeting of shareholders.
--------------------------------------------------------------------------------------------------------------------------
VERTEX PHARMACEUTICALS INCORPORATED Agenda Number: 935383959
--------------------------------------------------------------------------------------------------------------------------
Security: 92532F100
Meeting Type: Annual
Meeting Date: 19-May-2021
Ticker: VRTX
ISIN: US92532F1003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Sangeeta Bhatia Mgmt For For
1B. Election of Director: Lloyd Carney Mgmt For For
1C. Election of Director: Alan Garber Mgmt For For
1D. Election of Director: Terrence Kearney Mgmt For For
1E. Election of Director: Reshma Kewalramani Mgmt For For
1F. Election of Director: Yuchun Lee Mgmt For For
1G. Election of Director: Jeffrey Leiden Mgmt For For
1H. Election of Director: Margaret McGlynn Mgmt For For
1I. Election of Director: Diana McKenzie Mgmt For For
1J. Election of Director: Bruce Sachs Mgmt For For
2. Ratification of Ernst & Young LLP as Mgmt For For
independent Registered Public Accounting
firm for the year ending December 31, 2021.
3. Advisory vote to approve named executive Mgmt For For
officer compensation.
4. Shareholder proposal, if properly presented Shr Against For
at the meeting, regarding a report on
lobbying activities.
5. Shareholder proposal, if properly presented Shr Against For
at the meeting, regarding a report on
political spending.
--------------------------------------------------------------------------------------------------------------------------
WASTE MANAGEMENT, INC. Agenda Number: 935369199
--------------------------------------------------------------------------------------------------------------------------
Security: 94106L109
Meeting Type: Annual
Meeting Date: 11-May-2021
Ticker: WM
ISIN: US94106L1098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: James C. Fish, Jr. Mgmt For For
1B. Election of Director: Andres R. Gluski Mgmt For For
1C. Election of Director: Victoria M. Holt Mgmt For For
1D. Election of Director: Kathleen M. Mgmt For For
Mazzarella
1E. Election of Director: Sean E. Menke Mgmt For For
1F. Election of Director: William B. Plummer Mgmt For For
1G. Election of Director: John C. Pope Mgmt For For
1H. Election of Director: Maryrose T. Sylvester Mgmt For For
1I. Election of Director: Thomas H. Weidemeyer Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the independent registered
public accounting firm for 2021.
3. Non-binding, advisory proposal to approve Mgmt For For
our executive compensation.
* 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) Calamos Long/Short Equity & Dynamic Income Trust
By (Signature) /s/ John P. Calamos, Sr.
Name John P. Calamos, Sr.
Title President
Date 08/26/2021