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: 811-07142
NAME OF REGISTRANT: NexPoint Funds II
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 300 Crescent Court
Suite 700
Dallas, TX 75201
NAME AND ADDRESS OF AGENT FOR SERVICE: NexPoint Asset Management,
L.P.
300 Crescent Court
Suite 700
Dallas, TX 75201
REGISTRANT'S TELEPHONE NUMBER: 214-276-6300
DATE OF FISCAL YEAR END: 09/30
DATE OF REPORTING PERIOD: 07/01/2022 - 06/30/2023
NexPoint Climate Tech Fund
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AERIE PHARMACEUTICALS, INC. Agenda Number: 935721286
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Security: 00771V108
Meeting Type: Special
Meeting Date: 17-Nov-2022
Ticker: AERI
ISIN: US00771V1089
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of August 22, 2022 (such
agreement, as it may be amended, modified,
or supplemented from time to time, the
"merger agreement"), by and among Aerie
Pharmaceuticals, Inc. ("Aerie"), Alcon
Research, LLC ("Alcon") and Lyon Merger
Sub, Inc., a direct wholly owned subsidiary
of Alcon ("Merger Sub"), pursuant to which,
upon the terms and subject to the
conditions of the merger agreement, Merger
Sub will merge with and into Aerie (the
"merger"), with Aerie continuing as the
surviving corporation.
2. To approve on an advisory (non-binding) Mgmt For For
basis, the compensation that will or may be
paid or become payable to Aerie's named
executive officers that is based on or
otherwise relates to the merger agreement
and the transactions contemplated by the
merger agreement (the "compensation
proposal").
3. To approve the adjournment of the special Mgmt For For
meeting to a later date or dates, if
necessary or appropriate, including to
solicit additional proxies to approve the
merger agreement proposal if there are
insufficient votes to adopt the merger
agreement at the time of the special
meeting (the "adjournment proposal").
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ALTUS POWER, INC. Agenda Number: 935807187
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Security: 02217A102
Meeting Type: Annual
Meeting Date: 22-May-2023
Ticker: AMPS
ISIN: US02217A1025
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Christine R. Detrick Mgmt For For
Robert M. Horn Mgmt For For
2. Ratification of independent registered Mgmt For For
public accounting firm.
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ASPEN AEROGELS, INC. Agenda Number: 935822038
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Security: 04523Y105
Meeting Type: Annual
Meeting Date: 01-Jun-2023
Ticker: ASPN
ISIN: US04523Y1055
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Steven R. Mitchell Mgmt For For
Donald R. Young Mgmt For For
2. Approval of an amendment to Aspen Aerogels, Mgmt Against Against
Inc.'s Restated Certificate of
Incorporation to reflect new Delaware law
provisions regarding officer exculpation.
3. Approval of an amendment to Aspen Aerogels, Mgmt Against Against
Inc.'s Restated Certificate of
Incorporation to increase the number of
shares of common stock authorized for
issuance from 125,000,000 to 250,000,000.
4. Approval of the Aspen Aerogels 2023 Equity Mgmt For For
Incentive Plan.
5. The ratification of the appointment of KPMG Mgmt For For
LLP as Aspen Aerogels, Inc.'s independent
registered public accounting firm for the
fiscal year ending December 31, 2023.
6. Approval of the compensation of Aspen Mgmt Against Against
Aerogels, Inc.'s named executive officers,
as disclosed in its Proxy Statement for the
2023 Annual Meeting.
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ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC Agenda Number: 935776116
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Security: G0751N103
Meeting Type: Annual
Meeting Date: 13-Apr-2023
Ticker: AY
ISIN: GB00BLP5YB54
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To receive the accounts and reports of the Mgmt For For
directors and the auditors for the year
ended 31 December 2022.
2. To approve the directors' remuneration Mgmt For For
report, excluding the directors'
remuneration policy, for the year ended.
3. To approve amendments to the directors' Mgmt For For
remuneration policy.
4. Election of Michael Woollcombe as director Mgmt For For
of the Company.
5. Election of Michael Forsayeth as director Mgmt For For
of the Company.
6. Election of William Aziz as director of the Mgmt For For
Company.
7. Election of Brenda Eprile as director of Mgmt For For
the Company.
8. Election of Debora Del Favero as director Mgmt For For
of the Company.
9. Election of Arun Banskota as director of Mgmt For For
the Company.
10. Election of George Trisic as director of Mgmt For For
the Company.
11. Election of Edward C. Hall III as director Mgmt For For
of the Company.
12. Election of Santiago Seage as director of Mgmt For For
the Company.
13. To re-appoint Ernst & Young LLP and Ernst & Mgmt For For
Young S.L. as auditors of the Company to
hold office until December 31, 2024.
14. To authorize the company's audit committee Mgmt For For
to determine the remuneration of the
auditors.
15. Authorization to issue shares. Mgmt For For
16. Disapplication of pre-emptive rights. Mgmt For For
17. Disapplication of pre-emptive rights. Mgmt For For
18. Authorization to reduce the share premium Mgmt For For
account.
19. Authorization to purchase the Company's own Mgmt For For
shares.
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BLOOM ENERGY CORPORATION Agenda Number: 935809054
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Security: 093712107
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: BE
ISIN: US0937121079
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Jeffrey Immelt Mgmt For For
Eddy Zervigon Mgmt For For
2. To approve, on an advisory basis, the Mgmt Against Against
compensation of our named executive
officers.
3. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as our independent registered
public accounting firm for the year ending
December 31, 2023.
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CHART INDUSTRIES, INC. Agenda Number: 935824107
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Security: 16115Q308
Meeting Type: Annual
Meeting Date: 25-May-2023
Ticker: GTLS
ISIN: US16115Q3083
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Jillian C. Evanko Mgmt For For
1b. Election of Director: Andrew R. Cichocki Mgmt For For
1c. Election of Director: Paula M. Harris Mgmt For For
1d. Election of Director: Linda A. Harty Mgmt For For
1e. Election of Director: Paul E. Mahoney Mgmt For For
1f. Election of Director: Singleton B. Mgmt For For
McAllister
1g. Election of Director: Michael L. Molinini Mgmt For For
1h. Election of Director: David M. Sagehorn Mgmt For For
1i. Election of Director: Spencer S. Stiles Mgmt For For
1j. Election of Director: Roger A. Strauch Mgmt For For
2. To ratify the selection of Deloitte & Mgmt For For
Touche LLP, an independent registered
public accounting firm, to examine the
financial statements of the Company for the
year ending December 31, 2023.
3. To approve, on an advisory basis, the Mgmt For For
Company's executive compensation.
4. To approve, on an advisory basis, the Mgmt 1 Year For
frequency of future advisory votes on the
Company's executive compensation.
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CLEARWAY ENERGY, INC. Agenda Number: 935781155
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Security: 18539C204
Meeting Type: Annual
Meeting Date: 27-Apr-2023
Ticker: CWEN
ISIN: US18539C2044
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Jonathan Bram Mgmt For For
Nathaniel Anschuetz Mgmt For For
Emmanuel Barrois Mgmt For For
Brian R. Ford Mgmt For For
Guillaume Hediard Mgmt For For
Jennifer Lowry Mgmt For For
Bruce MacLennan Mgmt For For
Daniel B. More Mgmt For For
E. Stanley O'Neal Mgmt For For
Christopher S. Sotos Mgmt For For
Vincent Stoquart Mgmt For For
2. To approve, on a non-binding advisory Mgmt For For
basis, Clearway Energy, Inc.'s executive
compensation.
3. To approve, on a non-binding advisory Mgmt 1 Year For
basis, the frequency of the vote to approve
Clearway Energy, Inc.'s executive
compensation.
4. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Clearway Energy, Inc.'s independent
registered public accounting firm for the
2023 fiscal year.
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CONSTELLATION ENERGY CORP Agenda Number: 935780684
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Security: 21037T109
Meeting Type: Annual
Meeting Date: 25-Apr-2023
Ticker: CEG
ISIN: US21037T1097
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Joseph Dominguez Mgmt For For
Julie Holzrichter Mgmt For For
Ashish Khandpur Mgmt For For
2. To consider and act on an advisory vote Mgmt For For
regarding the approval of compensation paid
to named executive officers.
3. To consider and act on an advisory vote Mgmt 1 Year For
regarding the frequency of the approval of
compensation paid to named executive
officers.
4. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the
independent registered public accounting
firm for 2023.
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CROWN HOLDINGS, INC. Agenda Number: 935790116
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Security: 228368106
Meeting Type: Annual
Meeting Date: 27-Apr-2023
Ticker: CCK
ISIN: US2283681060
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Timothy J. Donahue Mgmt For For
Richard H. Fearon Mgmt For For
Andrea J. Funk Mgmt For For
Stephen J. Hagge Mgmt For For
Jesse A. Lynn Mgmt For For
James H. Miller Mgmt For For
Josef M. Muller Mgmt For For
B. Craig Owens Mgmt For For
Angela M. Snyder Mgmt For For
Caesar F. Sweitzer Mgmt For For
Andrew J. Teno Mgmt For For
Marsha C. Williams Mgmt For For
Dwayne A. Wilson Mgmt For For
2. Ratification of the appointment of Mgmt For For
independent auditors for the fiscal year
ending December 31, 2023.
3. Approval by advisory vote of the resolution Mgmt For For
on executive compensation as described in
the Proxy Statement.
4. Approval by advisory vote on the frequency Mgmt 1 Year For
of future Say-on-Pay votes.
5. Consideration of a Shareholder's proposal Shr For Against
seeking Shareholder ratification of
termination pay.
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DARLING INGREDIENTS INC. Agenda Number: 935786915
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Security: 237266101
Meeting Type: Annual
Meeting Date: 09-May-2023
Ticker: DAR
ISIN: US2372661015
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Randall C. Stuewe Mgmt For For
1b. Election of Director: Charles Adair Mgmt For For
1c. Election of Director: Beth Albright Mgmt For For
1d. Election of Director: Larry A. Barden Mgmt For For
1e. Election of Director: Celeste A. Clark Mgmt For For
1f. Election of Director: Linda Goodspeed Mgmt For For
1g. Election of Director: Enderson Guimaraes Mgmt For For
1h. Election of Director: Gary W. Mize Mgmt For For
1i. Election of Director: Michael E. Rescoe Mgmt For For
1j. Election of Director: Kurt Stoffel Mgmt For For
2. Proposal to ratify the selection of KPMG Mgmt For For
LLP as the Company's independent registered
public accounting firm for the fiscal year
ending December 30, 2023.
3. Advisory vote to approve executive Mgmt For For
compensation.
4. Advisory vote to approve the frequency of Mgmt 1 Year For
future advisory votes on executive
compensation.
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FREEPORT-MCMORAN INC. Agenda Number: 935831493
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Security: 35671D857
Meeting Type: Annual
Meeting Date: 06-Jun-2023
Ticker: FCX
ISIN: US35671D8570
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: David P. Abney Mgmt For For
1b. Election of Director: Richard C. Adkerson Mgmt For For
1c. Election of Director: Marcela E. Donadio Mgmt For For
1d. Election of Director: Robert W. Dudley Mgmt For For
1e. Election of Director: Hugh Grant Mgmt For For
1f. Election of Director: Lydia H. Kennard Mgmt For For
1g. Election of Director: Ryan M. Lance Mgmt For For
1h. Election of Director: Sara Grootwassink Mgmt For For
Lewis
1i. Election of Director: Dustan E. McCoy Mgmt For For
1j. Election of Director: Kathleen L. Quirk Mgmt For For
1k. Election of Director: John J. Stephens Mgmt For For
1l. Election of Director: Frances Fragos Mgmt For For
Townsend
2. Approval, on an advisory basis, of the Mgmt For For
compensation of our named executive
officers.
3. Approval, on an advisory basis, of the Mgmt 1 Year For
frequency of future advisory votes on the
compensation of our named executive
officers.
4. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as our independent registered
public accounting firm for 2023.
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GENUIT GROUP PLC Agenda Number: 717075205
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Security: G7179X100
Meeting Type: AGM
Meeting Date: 18-May-2023
Ticker:
ISIN: GB00BKRC5K31
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE COMPANY'S FINANCIAL Mgmt For For
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER
2022 TOGETHER WITH THE DIRECTORS' REPORT
AND THE AUDITOR'S REPORT
2 TO APPROVE THE ANNUAL STATEMENT BY THE Mgmt For For
CHAIR OF THE REMUNERATION COMMITTEE AND THE
ANNUAL REPORT ON REMUNERATION FOR THE YEAR
ENDED 31 DECEMBER 2022
3 TO DECLARE A FINAL DIVIDEND OF 8.2 PENCE Mgmt For For
PER ORDINARY SHARE OF 0.001 GBP EACH IN THE
COMPANY FOR THE YEAR ENDED 31 DECEMBER 2022
4 TO ELECT MR SHATISH DASANI AS A DIRECTOR OF Mgmt For For
THE COMPANY
5 TO RE-ELECT MR JOE VORIH AS A DIRECTOR OF Mgmt For For
THE COMPANY
6 TO RE-ELECT MR PAUL JAMES AS A DIRECTOR OF Mgmt For For
THE COMPANY
7 TO RE-ELECT MR KEVIN BOYD AS A DIRECTOR OF Mgmt For For
THE COMPANY
8 TO RE-ELECT MR MARK HAMMOND AS A DIRECTOR Mgmt For For
OF THE COMPANY
9 TO RE-ELECT MS LOUISE BROOKE-SMITH AS A Mgmt For For
DIRECTOR OF THE COMPANY
10 TO RE-ELECT MS LISA SCENNA AS A DIRECTOR OF Mgmt For For
THE COMPANY
11 TO REAPPOINT ERNST AND YOUNG LLP AS AUDITOR Mgmt For For
OF THE COMPANY, TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY
12 TO AUTHORISE THE AUDIT COMMITTEE OF THE Mgmt For For
COMPANY TO DETERMINE THE AUDITOR'S
REMUNERATION
13 THAT THE DIRECTORS ARE AUTHORISED TO ALLOT Mgmt For For
SHARES AND TO GRANT RIGHTS TO SUBSCRIBE FOR
OR CONVERT ANY SECURITY INTO SHARES IN THE
COMPANY
14 THAT, SUBJECT TO RESOLUTION 13, THE Mgmt For For
DIRECTORS BE AUTHORISED TO ALLOT EQUITY
SECURITIES FOR CASH AS IF SECTION 561 OF
THE ACT DID NOT APPLY
15 THAT, SUBJECT TO RESOLUTION 13 AND IN Mgmt For For
ADDITION TO 14, THE DIRECTORS BE AUTHORISED
TO ALLOT EQUITY SECURITIES FOR CASH AS IF
SECTION 561 DID NOT APPLY
16 THAT THE COMPANY BE AUTHORISED TO MAKE Mgmt For For
MARKET PURCHASES OF ORDINARY SHARES OF
0.001 GBP EACH IN THE CAPITAL OF THE
COMPANY
17 TO AUTHORISE THE DIRECTORS TO CALL GENERAL Mgmt For For
MEETING OF THE COMPANY, OTHER THAN AN AGM,
ON NOT LESS THAN 14 CLEAR DAYS' NOTICE
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HERON THERAPEUTICS, INC. Agenda Number: 935867842
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Security: 427746102
Meeting Type: Annual
Meeting Date: 08-Jun-2023
Ticker: HRTX
ISIN: US4277461020
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Adam Morgan
1b. Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Craig Collard
1c. Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Sharmila Dissanaike,
M.D., FACS, FCCM
1d. Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Craig Johnson
1e. Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Kevin Kotler
1f. Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Susan Rodriguez
1g. Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Christian Waage
2. To ratify the appointment of Withum Mgmt For For
Smith+Brown, PC as our independent
registered public accounting firm for the
year ending December 31, 2023.
3. To approve, on an advisory basis, Mgmt For For
compensation paid to our Named Executive
Officers during the year ended December 31,
2022.
4. To amend the Company's Certificate of Mgmt For For
Incorporation to increase the aggregate
number of authorized shares of common stock
by 75,000,000 from 150,000,000 to
225,000,000.
5. To amend the Company's 2007 Amended and Mgmt Against Against
Restated Equity Incentive Plan (the "2007
Plan") to increase the number of shares of
common stock authorized for issuance
thereunder from 30,700,000 to 39,190,000.
6. To amend the Company's 1997 Employee Stock Mgmt For For
Purchase Plan, as amended (the "ESPP") to
increase the number of shares of common
stock authorized for issuance thereunder
from 1,825,000 to 2,225,000.
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ICON PLC Agenda Number: 935682080
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Security: G4705A100
Meeting Type: Annual
Meeting Date: 26-Jul-2022
Ticker: ICLR
ISIN: IE0005711209
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Dr. Steve Cutler Mgmt For For
1.2 Election of Director: Dr. John Climax Mgmt For For
1.3 Election of Director: Mr. Ronan Murphy Mgmt For For
2. To review the Company's affairs and Mgmt For For
consider the Accounts and Reports
3. To authorise the fixing of the Auditors' Mgmt For For
Remuneration
4. To authorise the Company to allot shares Mgmt For For
5. To disapply the statutory pre-emption Mgmt For For
rights
6. To disapply the statutory pre-emption Mgmt For For
rights for funding capital investment or
acquisitions
7. To authorise the Company to make market Mgmt For For
purchases of shares
8. To authorise the price range at which the Mgmt For For
Company can reissue shares that it holds as
treasury shares
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MASTEC, INC. Agenda Number: 935795558
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Security: 576323109
Meeting Type: Annual
Meeting Date: 16-May-2023
Ticker: MTZ
ISIN: US5763231090
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Ernst N. Csiszar Mgmt For For
Julia L. Johnson Mgmt For For
Jorge Mas Mgmt For For
2. Ratification of the appointment of BDO USA, Mgmt For For
LLP as our independent registered public
accounting firm for 2023.
3. Approval of a non-binding advisory Mgmt Against Against
resolution regarding the compensation of
our named executive officers.
4. A non-binding advisory resolution regarding Mgmt 1 Year For
the frequency of the vote regarding the
compensation of our named executive
officers.
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MINERALS TECHNOLOGIES INC. Agenda Number: 935801325
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Security: 603158106
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: MTX
ISIN: US6031581068
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Joseph C. Breunig Mgmt For For
1b. Election of Director: Alison A. Deans Mgmt For For
1c. Election of Director: Franklin L. Feder Mgmt For For
2. Ratify the appointment of KPMG LLP as the Mgmt For For
independent registered public accounting
firm for the 2023 fiscal year.
3. Advisory vote to approve 2022 named Mgmt Against Against
executive officer compensation.
4. Advisory vote on the frequency of future Mgmt 1 Year For
advisory executive compensation votes.
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NEW FORTRESS ENERGY INC. Agenda Number: 935804927
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Security: 644393100
Meeting Type: Annual
Meeting Date: 22-May-2023
Ticker: NFE
ISIN: US6443931000
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
John J. Mack Mgmt For For
Katherine E. Wanner Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as the independent registered public
accounting firm for New Fortress Energy
Inc. for fiscal year 2023.
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ORSTED Agenda Number: 716674141
--------------------------------------------------------------------------------------------------------------------------
Security: K7653Q105
Meeting Type: AGM
Meeting Date: 07-Mar-2023
Ticker:
ISIN: DK0060094928
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING INSTRUCTIONS FOR MOST MEETINGS ARE Non-Voting
CAST BY THE REGISTRAR IN ACCORDANCE WITH
YOUR VOTING INSTRUCTIONS. FOR THE SMALL
NUMBER OF MEETINGS WHERE THERE IS NO
REGISTRAR, YOUR VOTING INSTRUCTIONS WILL BE
CAST BY THE CHAIRMAN OF THE BOARD (OR A
BOARD MEMBER) AS PROXY. THE CHAIRMAN (OR A
BOARD MEMBER) MAY CHOOSE TO ONLY CAST
PRO-MANAGEMENT VOTING INSTRUCTIONS. TO
GUARANTEE YOUR VOTING INSTRUCTIONS AGAINST
MANAGEMENT ARE CAST, YOU MAY SUBMIT A
REQUEST TO ATTEND THE MEETING IN PERSON.
THE SUB CUSTODIAN BANKS OFFER
REPRESENTATION SERVICES FOR AN ADDED FEE,
IF REQUESTED.
CMMT SPLIT AND PARTIAL VOTING IS NOT AUTHORIZED Non-Voting
FOR A BENEFICIAL OWNER IN THE DANISH
MARKET.
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
1 REPORT BY THE BOARD OF DIRECTORS Non-Voting
2 PRESENTATION OF THE AUDITED ANNUAL REPORT Mgmt For For
FOR APPROVAL
3 PRESENTATION OF THE REMUNERATION REPORT FOR Mgmt For For
AN ADVISORY VOTE
4 PROPOSAL TO DISCHARGE THE BOARD OF Mgmt For For
DIRECTORS AND THE EXECUTIVE BOARD FROM
THEIR LIABILITIES
5 PROPOSAL FOR THE APPROPRIATION OF THE Mgmt For For
PROFIT ACCORDING TO THE APPROVED ANNUAL
REPORT
6.1 ELECTION OF MEMBERS TO THE BOARD OF Mgmt For For
DIRECTORS BY THE GENERAL MEETING: ELECTION
OF EIGHT MEMBERS OF THE BOARD OF DIRECTORS
6.2 ELECTION OF MEMBERS TO THE BOARD OF Non-Voting
DIRECTORS BY THE GENERAL MEETING: ELECTION
OF THE CHAIR
6.2.1 ELECTION OF MEMBERS TO THE BOARD OF Mgmt For For
DIRECTORS BY THE GENERAL MEETING:
RE-ELECTION OF THOMAS THUNE ANDERSEN AS
CHAIR OF THE BOARD OF DIRECTORS
6.3 ELECTION OF MEMBERS TO THE BOARD OF Non-Voting
DIRECTORS BY THE GENERAL MEETING: ELECTION
OF THE DEPUTY CHAIR
6.3.1 ELECTION OF MEMBERS TO THE BOARD OF Mgmt For For
DIRECTORS BY THE GENERAL MEETING:
RE-ELECTION OF LENE SKOLE AS DEPUTY CHAIR
OF THE BOARD OF DIRECTORS
6.4 ELECTION OF MEMBERS TO THE BOARD OF Non-Voting
DIRECTORS BY THE GENERAL MEETING: ELECTION
OF THE OTHER MEMBERS OF THE BOARD OF
DIRECTORS
6.4.1 ELECTION OF MEMBERS TO THE BOARD OF Mgmt For For
DIRECTORS BY THE GENERAL MEETING:
RE-ELECTION OF JOERGEN KILDAHL AS MEMBER OF
THE BOARD OF DIRECTORS
6.4.2 ELECTION OF MEMBERS TO THE BOARD OF Mgmt For For
DIRECTORS BY THE GENERAL MEETING:
RE-ELECTION OF PETER KORSHOLM AS MEMBER OF
THE BOARD OF DIRECTORS
6.4.3 ELECTION OF MEMBERS TO THE BOARD OF Mgmt For For
DIRECTORS BY THE GENERAL MEETING:
RE-ELECTION OF DIETER WEMMER AS MEMBER OF
THE BOARD OF DIRECTORS
6.4.4 ELECTION OF MEMBERS TO THE BOARD OF Mgmt For For
DIRECTORS BY THE GENERAL MEETING:
RE-ELECTION OF JULIA KING AS MEMBER OF THE
BOARD OF DIRECTORS
6.4.5 ELECTION OF MEMBERS TO THE BOARD OF Mgmt For For
DIRECTORS BY THE GENERAL MEETING: ELECTION
OF ANNICA BRESKY AS NEW MEMBER OF THE BOARD
OF DIRECTORS
6.4.6 ELECTION OF MEMBERS TO THE BOARD OF Mgmt For For
DIRECTORS BY THE GENERAL MEETING: ELECTION
OF ANDREW BROWN AS NEW MEMBER OF THE BOARD
OF DIRECTORS
7 DETERMINATION OF THE REMUNERATION PAYABLE Mgmt For For
TO THE BOARD OF DIRECTORS FOR THE FINANCIAL
YEAR 2023
8 RE-ELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
STATSAUTORISERET REVISIONSPARTNERSELSKAB AS
AUDITOR
9 GRANT OF AUTHORISATION Mgmt For For
10 ANY OTHER BUSINESS Non-Voting
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR
RESOLUTION NUMBERS 6.1 TO 6.4.6 AND 8.
THANK YOU.
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
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. THANK YOU
CMMT 13 FEB 2023: PLEASE NOTE THAT IF YOU HOLD Non-Voting
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 TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. 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
CMMT 13 FEB 2023: PLEASE NOTE SHARE BLOCKING Non-Voting
WILL APPLY FOR ANY VOTED POSITIONS SETTLING
THROUGH EUROCLEAR BANK.
CMMT 13 FEB 2023: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENTS. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
PRIMO WATER CORPORATION Agenda Number: 935809131
--------------------------------------------------------------------------------------------------------------------------
Security: 74167P108
Meeting Type: Annual
Meeting Date: 24-Apr-2023
Ticker: PRMW
ISIN: CA74167P1080
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. PRIMO NOMINEE: Britta Bomhard Mgmt No vote
1b. PRIMO NOMINEE: Susan E. Cates Mgmt No vote
1c. PRIMO NOMINEE: Eric J. Foss Mgmt No vote
1d. PRIMO NOMINEE: Jerry Fowden Mgmt No vote
1e. PRIMO NOMINEE: Thomas J. Harrington Mgmt No vote
1f. PRIMO NOMINEE: Gregory Monahan Mgmt No vote
1g. PRIMO NOMINEE: Billy D. Prim Mgmt No vote
1h. PRIMO NOMINEE: Eric Rosenfeld Mgmt No vote
1i. PRIMO NOMINEE: Archana Singh Mgmt No vote
1j. PRIMO NOMINEE: Steven P. Stanbrook Mgmt No vote
1k. Legion Nominees OPPOSED by Primo: Timothy Mgmt No vote
P. Hasara
1l. Legion Nominees OPPOSED by Primo: Derek Mgmt No vote
Lewis
2. APPOINTMENT OF INDEPENDENT REGISTERED Mgmt No vote
CERTIFIED PUBLIC ACCOUNTING FIRM.
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3. NON-BINDING ADVISORY VOTE ON EXECUTIVE Mgmt No vote
COMPENSATION. APPROVAL, ON A NON-BINDING
ADVISORY BASIS, OF THE COMPENSATION OF
PRIMO WATER CORPORATION'S NAMED EXECUTIVE
OFFICERS.
4. NON-BINDING ADVISORY VOTE ON THE FREQUENCY Mgmt No vote
OF AN ADVISORY VOTE ON EXECUTIVE
COMPENSATION. APPROVAL, ON A NON-BINDING
ADVISORY BASIS, OF THE FREQUENCY OF AN
ADVISORY VOTE ON THE COMPENSATION OF PRIMO
WATER CORPORATION'S NAMED EXECUTIVE
OFFICERS.
5. AMENDED AND RESTATED BY-LAWS. APPROVAL OF Mgmt No vote
PRIMO WATER'S AMENDED AND RESTATED BY-LAWS.
--------------------------------------------------------------------------------------------------------------------------
PRIMO WATER CORPORATION Agenda Number: 935864113
--------------------------------------------------------------------------------------------------------------------------
Security: 74167P108
Meeting Type: Annual
Meeting Date: 31-May-2023
Ticker: PRMW
ISIN: CA74167P1080
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Britta Bomhard Mgmt For For
1b. Election of Director: Susan E. Cates Mgmt For For
1c. Election of Director: Eric J. Foss Mgmt For For
1d. Election of Director: Jerry Fowden Mgmt For For
1e. Election of Director: Thomas J. Harrington Mgmt For For
1f. Election of Director: Derek R. Lewis Mgmt For For
1g. Election of Director: Lori T. Marcus Mgmt For For
1h. Election of Director: Billy D. Prim Mgmt For For
1i. Election of Director: Archana Singh Mgmt For For
1j. Election of Director: Steven P. Stanbrook Mgmt For For
2. Appointment of Independent Registered Mgmt For For
Certified Public Accounting Firm.
Appointment of PricewaterhouseCoopers LLP
as the independent registered public
accounting firm.
3. Non-Binding Advisory Vote on Executive Mgmt For For
Compensation. Approval, on a non-binding
advisory basis, of the compensation of
Primo Water Corporation's named executive
officers.
4. Non-Binding Advisory Vote on the Frequency Mgmt 1 Year For
of an Advisory Vote on Executive
Compensation. Approval, on a non-binding
advisory basis, of the frequency of an
advisory vote on the compensation of Primo
Water Corporation's named executive
officers.
5. Second Amended and Restated By-Laws. Mgmt For For
Approval of Primo Water Corporation's
Second Amended and Restated By-Law No. 1.
--------------------------------------------------------------------------------------------------------------------------
RENESOLA LTD Agenda Number: 935734865
--------------------------------------------------------------------------------------------------------------------------
Security: 75971T301
Meeting Type: Annual
Meeting Date: 09-Dec-2022
Ticker: SOL
ISIN: US75971T3014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. As a resolution of shareholders, to Mgmt For
receive, consider and approve the
consolidated financial statements of the
Company for the year ended December 31,
2021, together with the reports of the
auditors thereon.
2. In accordance with the Company articles of Mgmt Against
association, Mr. Martin Bloom and Mr. Tan
Wee Seng are subject to retirement by
rotation at the Annual General Meeting. As
a resolution of shareholders, to re-elect
Mr. Martin Bloom as director of the
Company, who is offering himself for
re-election in accordance with the
Company's articles of association. Mr. Tan
Wee Seng will retire as a director of the
Company at the Annual General Meeting and
will not offer himself up for re-election.
3. As a resolution of shareholders, to appoint Mgmt Against
Mr. Yumin Liu, Mr. Himanshu Harshad Shah
and Mr. Ramnath Iyer as directors of the
Company who were originally appointed as
directors by the Board of Directors in
accordance with the articles of association
of the Company.
4. As a resolution of shareholders, to amend Mgmt Against
and restate the Company's articles of
association in order to insert the
following provision as a new Regulation 28.
...(due to space limits, see proxy material
for full proposal).
--------------------------------------------------------------------------------------------------------------------------
SHOALS TECHNOLOGIES GROUP, INC. Agenda Number: 935788072
--------------------------------------------------------------------------------------------------------------------------
Security: 82489W107
Meeting Type: Annual
Meeting Date: 04-May-2023
Ticker: SHLS
ISIN: US82489W1071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Jeannette Mills Mgmt For For
Lori Sundberg Mgmt For For
2. Approval, by an advisory vote, of the Mgmt 1 Year For
frequency of future advisory votes to
approve the compensation of the Company's
Named Executive Officers (i.e.,
"say-on-pay" frequency proposal).
3. Approval, by an advisory vote, of the Mgmt For For
compensation of the Company's Named
Executive Officers (i.e., "say-on-pay"
proposal).
4. The ratification of the appointment of BDO Mgmt For For
USA, LLP as the Company's independent
registered public accounting firm for the
year ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
SOLAREDGE TECHNOLOGIES, INC. Agenda Number: 935833194
--------------------------------------------------------------------------------------------------------------------------
Security: 83417M104
Meeting Type: Annual
Meeting Date: 01-Jun-2023
Ticker: SEDG
ISIN: US83417M1045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Marcel Gani Mgmt For For
1b. Election of Director: Tal Payne Mgmt For For
2. Ratification of appointment of Ernst & Mgmt For For
Young LLP as independent registered public
accounting firm for the year ending
December 31, 2023.
3. Approval of, on an advisory and non-binding Mgmt For For
basis, the compensation of our named
executive officers (the "Say-on-Pay" vote).
4. Vote, on an advisory and non-binding basis, Mgmt 1 Year For
on the preferred frequency of future
stockholder advisory votes to approve the
compensation of our named executive
officers (the "Say-on- Frequency" vote).
5. Approval of an amendment to the Company's Mgmt For For
certificate of incorporation to declassify
the Board and phase-in annual director
elections.
6. Approval of an amendment to the Company's Mgmt For For
certificate of incorporation to remove the
supermajority voting requirements to amend
certain provisions of the Company's
certificate of incorporation and bylaws.
7. Approval of an amendment to the Company's Mgmt Against Against
certificate of incorporation to add a
federal forum selection provision for
causes of action under the Securities Act
of 1933.
--------------------------------------------------------------------------------------------------------------------------
STEM INC. Agenda Number: 935835275
--------------------------------------------------------------------------------------------------------------------------
Security: 85859N102
Meeting Type: Annual
Meeting Date: 07-Jun-2023
Ticker: STEM
ISIN: US85859N1028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director for terms expiring in Mgmt For For
2026: Adam E. Daley
1b. Election of Director for terms expiring in Mgmt For For
2026: Anil Tammineedi
1c. Election of Director for terms expiring in Mgmt For For
2026: Lisa L. Troe
2. To amend our Certificate of Incorporation Mgmt For For
to provide for the declassification of our
Board of Directors over a five-year period
and make corresponding updates to director
removal provisions.
3. To amend our Certificate of Incorporation Mgmt For For
to eliminate supermajority voting
requirements to amend our Certificate of
Incorporation and Bylaws.
4. To amend our Certificate of Incorporation Mgmt Against Against
to provide for exculpation from liability
for certain officers of the Company in
accordance with recent amendments to
Delaware law.
5. To ratify Deloitte & Touche LLP as our Mgmt For For
independent registered public accounting
firm for fiscal 2023.
6. To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
SUNNOVA ENERGY INTERNATIONAL INC Agenda Number: 935809282
--------------------------------------------------------------------------------------------------------------------------
Security: 86745K104
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: NOVA
ISIN: US86745K1043
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Class I Director to serve Mgmt For For
three-year terms: William J. Berger
1.2 Election of Class I Director to serve Mgmt For For
three-year terms: Rahman D'Argenio
1.3 Election of Class I Director to serve Mgmt For For
three-year terms: Michael C. Morgan
2. To approve, in a non-binding advisory vote, Mgmt Against Against
the compensation of our named executive
officers.
3. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for fiscal year 2023.
--------------------------------------------------------------------------------------------------------------------------
SUNRUN INC. Agenda Number: 935833120
--------------------------------------------------------------------------------------------------------------------------
Security: 86771W105
Meeting Type: Annual
Meeting Date: 01-Jun-2023
Ticker: RUN
ISIN: US86771W1053
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Leslie Dach Mgmt For For
Edward Fenster Mgmt For For
Mary Powell Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as our independent registered
public accounting firm for our fiscal year
ending December 31, 2023.
3. Advisory proposal of the compensation of Mgmt Against Against
our named executive officers
("Say-on-Pay").
4. Approval of an amendment to our Amended and Mgmt For For
Restated Certificate of Incorporation to
declassify our board of directors.
5. Approval of an amendment to our Amended and Mgmt For For
Restated Certificate of Incorporation to
eliminate supermajority voting
requirements.
--------------------------------------------------------------------------------------------------------------------------
THE AES CORPORATION Agenda Number: 935774984
--------------------------------------------------------------------------------------------------------------------------
Security: 00130H105
Meeting Type: Annual
Meeting Date: 20-Apr-2023
Ticker: AES
ISIN: US00130H1059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Janet G. Davidson Mgmt For For
1b. Election of Director: Andres R. Gluski Mgmt For For
1c. Election of Director: Tarun Khanna Mgmt For For
1d. Election of Director: Holly K. Koeppel Mgmt For For
1e. Election of Director: Julia M. Laulis Mgmt For For
1f. Election of Director: Alain Monie Mgmt For For
1g. Election of Director: John B. Morse, Jr. Mgmt For For
1h. Election of Director: Moises Naim Mgmt For For
1i. Election of Director: Teresa M. Sebastian Mgmt For For
1j. Election of Director: Maura Shaughnessy Mgmt For For
2. Approval, on an advisory basis, of the Mgmt For For
Company's executive compensation.
3. Approval, on an advisory basis, of the Mgmt 1 Year For
frequency of future advisory votes on the
Company's executive compensation.
4. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the independent auditor of the
Company for fiscal year 2023.
5. If properly presented, to vote on a Shr Against For
non-binding Stockholder proposal to subject
termination pay to Stockholder approval.
--------------------------------------------------------------------------------------------------------------------------
UR-ENERGY INC. Agenda Number: 935832281
--------------------------------------------------------------------------------------------------------------------------
Security: 91688R108
Meeting Type: Annual
Meeting Date: 02-Jun-2023
Ticker: URG
ISIN: CA91688R1082
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: W. William Boberg Mgmt For For
1.2 Election of Director: John W. Cash Mgmt For For
1.3 Election of Director: Rob Chang Mgmt For For
1.4 Election of Director: James M. Franklin Mgmt For For
1.5 Election of Director: Gary C. Huber Mgmt For For
1.6 Election of Director: Thomas H. Parker Mgmt For For
1.7 Election of Director: Kathy E. Walker Mgmt For For
2. Appointment of PricewaterhouseCoopers LLP Mgmt For For
as Auditors of the Company for the ensuing
year and authorizing the Directors to fix
their remuneration.
3. Approve in an advisory (non-binding) vote Mgmt For For
the compensation of the Company's named
executive officers.
4. Ratify, confirm and approve the renewal of Mgmt For For
the Amended and Restated Stock Option Plan
2005 and to approve and authorize for a
period of three years all unallocated
options issuable pursuant to the Option
Plan.
--------------------------------------------------------------------------------------------------------------------------
VISTRA CORP. Agenda Number: 935817443
--------------------------------------------------------------------------------------------------------------------------
Security: 92840M102
Meeting Type: Annual
Meeting Date: 02-May-2023
Ticker: VST
ISIN: US92840M1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Scott B. Helm Mgmt For For
1b. Election of Director: Hilary E. Ackermann Mgmt For For
1c. Election of Director: Arcilia C. Acosta Mgmt For For
1d. Election of Director: Gavin R. Baiera Mgmt For For
1e. Election of Director: Paul M. Barbas Mgmt For For
1f. Election of Director: James A. Burke Mgmt For For
1g. Election of Director: Lisa Crutchfield Mgmt For For
1h. Election of Director: Brian K. Ferraioli Mgmt For For
1i. Election of Director: Jeff D. Hunter Mgmt For For
1j. Election of Director: Julie A. Lagacy Mgmt For For
1k. Election of Director: John R. Sult Mgmt For For
2. Approve, on an advisory basis, the 2022 Mgmt Against Against
compensation of the Company's named
executive officers.
3. Ratify the selection of Deloitte & Touche Mgmt For For
LLP as the Company's independent registered
public accounting firm for the year ending
December 31, 2023.
* 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) NexPoint Funds II
By (Signature) /s/ Stephanie Vitiello
Name Stephanie Vitiello
Title Secretary
Date 08/16/2023