UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-22247
Manor Investment Funds
(Exact name of registrant as specified in charter)
15 Chester Commons
Malvern, PA 19355
(Address of principal executive offices)
(Zip code)
Daniel A. Morris
Manor Investment Funds
15 Chester Commons
Malvern, PA 19355
(Name and address of agent for service)
Registrant's telephone number, including area code: (610) 722-0900
Date of fiscal year end: December 31
Date of reporting period: June 30, 2017
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking notes.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.
ITEM 1. PROXY VOTING RECORD:
Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:
(a).
The name of the issuer of the portfolio security;
(b).
The exchange ticker symbol of the portfolio security;
(c).
The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;
(d).
The shareholder meeting date;
(e).
A brief identification of the matter voted on;
(f).
Whether the matter was proposed by the issuer or by a security holder;
(g).
Whether the Registrant cast its vote on the matter;
(h).
How the Registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
(i).
Whether the Registrant cast its vote for or against management.
Morris Capital Advisors, LLC and
Manor Investment Funds
Proxy Voting History
Votes Cast for the Manor Growth Fund
Company Information | Proposal | Mgmt Rec. | Vote Cast | Sponsor |
CONSTELLATION BRANDS, INC. 21036P-108 July 20, 2016 | 1. DIRECTOR JERRY FOWDEN BARRY A. FROMBERG ROBERT L. HANSON ERNESTO M. HERNANDEZ JAMES A. LOCKE III DANIEL J. MCCARTHY RICHARD SANDS ROBERT SANDS JUDY A. SCHMELING KEITH E. WANDELL 2. TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 28, 2017. 3. TO APPROVE, BY AN ADVISORY VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT. | For All For For | For All For For | Management Management Management |
MICHAEL KORS HOLDINGS LIMITED G60754-101 August 4, 2016 | 1A. ELECTION OF DIRECTOR: MICHAEL KORS 1B. ELECTION OF DIRECTOR: JUDY GIBBONS 1C. ELECTION OF DIRECTOR: JANE THOMPSON 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING APRIL 1, 2017. 3. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, EXECUTIVE COMPENSATION. | For For For For For | For For For For For | Management Management Management Management Management |
MICROSOFT CORPORATION 594918-104 November 30, 2016 | 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES III 1B. ELECTION OF DIRECTOR: TERI L. LISTSTOLL 1C. ELECTION OF DIRECTOR: G. MASON MORFIT 1D. ELECTION OF DIRECTOR: SATYA NADELLA 1E. ELECTION OF DIRECTOR: CHARLES H. NOSKI 1F. ELECTION OF DIRECTOR: HELMUT PANKE 1G. ELECTION OF DIRECTOR: SANDRA E. PETERSON 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF 1I. ELECTION OF DIRECTOR: JOHN W. STANTON 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON 1K. ELECTION OF DIRECTOR: PADMASREE WARRIOR 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 3. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2017 4. APPROVAL OF AMENDMENT TO OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION 5. APPROVAL OF FRENCH SUB PLAN UNDER THE 2001 STOCK PLAN 6. SHAREHOLDER PROPOSAL - REQUESTING CERTAIN PROXY ACCESS BYLAW AMENDMENTS | For For For For For For For For For For For For For For For Against | For For For For For For For For For For For For For For For Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Shareholder |
HARMAN INTERNATIONAL INDUSTRIES, INC. 413086-109 December 6, 2016 | 1A. ELECTION OF DIRECTOR: ADRIANE M. BROWN 1B. ELECTION OF DIRECTOR: JOHN W. DIERCKSEN 1C. ELECTION OF DIRECTOR: ANN M. KOROLOGOS 1D. ELECTION OF DIRECTOR: ROBERT NAIL 1E. ELECTION OF DIRECTOR: DINESH C. PALIWAL 1F. ELECTION OF DIRECTOR: ABRAHAM N. REICHENTAL 1G. ELECTION OF DIRECTOR: KENNETH M. REISS 1H. ELECTION OF DIRECTOR: HELLENE S. RUNTAGH 1I. ELECTION OF DIRECTOR: FRANK S. SKLARSKY 1J. ELECTION OF DIRECTOR: GARY G. STEEL 2. RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. 3. APPROVE THE AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO PROVIDE THAT OUR COMPANY'S STOCKHOLDERS MAY REMOVE ANY DIRECTOR FROM OFFICE, WITH OR WITHOUT CAUSE. 4. APPROVE, BY ADVISORY VOTE, EXECUTIVE COMPENSATION. | For For For For For For For For For For For For For | For For For For For For For For For For For For For | Management Management Management Management Management Management Management Management Management Management Management Management Management |
ACUITY BRANDS, INC. 00508Y-102 January 6, 2017 | 1. DIRECTOR W. PATRICK BATTLE GORDON D. HARNETT ROBERT F. MCCULLOUGH DOMINIC J. PILEGGI 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 4. APPROVAL OF THE AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS. 5. APPROVAL OF STOCKHOLDER PROPOSAL RELATED TO DIVIDEND POLICY (IF PROPERLY PRESENTED). | For All For For For Against | For All For For For Against | Management Management Management Management Stockholder |
WALGREENS BOOTS ALLIANCE, INC. 931427-108 January 26, 2017 | 1A. ELECTION OF DIRECTOR: JANICE M. BABIAK 1B. ELECTION OF DIRECTOR: DAVID J. BRAILER 1C. ELECTION OF DIRECTOR: WILLIAM C. FOOTE 1D. ELECTION OF DIRECTOR: GINGER L. GRAHAM 1E. ELECTION OF DIRECTOR: JOHN A. LEDERER 1F. ELECTION OF DIRECTOR: DOMINIC P. MURPHY 1G. ELECTION OF DIRECTOR: STEFANO PESSINA 1H. ELECTION OF DIRECTOR: LEONARD D. SCHAEFFER 1I. ELECTION OF DIRECTOR: NANCY M. SCHLICHTING 1J. ELECTION OF DIRECTOR: JAMES A. SKINNER 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. 4. APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE MEASURES UNDER THE WALGREENS BOOTS ALLIANCE, INC. AMENDED AND RESTATED 2011 CASH-BASED INCENTIVE PLAN. 5. STOCKHOLDER PROPOSAL REQUESTING CERTAIN PROXY ACCESS BY-LAW AMENDMENTS. 6. STOCKHOLDER PROPOSAL RELATING TO EXECUTIVE PAY & SUSTAINABILITY PERFORMANCE. | For For For For For For For For For For For For For Against Against | For For For For For For For For For For For For For Against Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Stockholder Stockholder |
TIME WARNER, INC. 887317-303 February 15, 2017 | 1. ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 22, 2016, AS IT MAY BE AMENDED FROM TIME TO TIME (THE "MERGER AGREEMENT"), BY AND AMONG TIME WARNER INC., A DELAWARE CORPORATION, AT&T INC., A DELAWARE CORPORATION, WEST MERGER SUB, INC., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF AT&T INC., AND WEST MERGER SUB II, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND A WHOLLY OWNED SUBSIDIARY OF AT&T INC. 2. APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO TIME WARNER INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. 3. APPROVE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. | For For For | For For For | Management Management Management |
APPLE, INC. 037833-100 February 28, 2017 | 1A. ELECTION OF DIRECTOR: JAMES BELL 1B. ELECTION OF DIRECTOR: TIM COOK 1C. ELECTION OF DIRECTOR: AL GORE 1D. ELECTION OF DIRECTOR: BOB IGER 1E. ELECTION OF DIRECTOR: ANDREA JUNG 1F. ELECTION OF DIRECTOR: ART LEVINSON 1G. ELECTION OF DIRECTOR: RON SUGAR 1H. ELECTION OF DIRECTOR: SUE WAGNER 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS APPLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 4. ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION 5. A SHAREHOLDER PROPOSAL ENTITLED "CHARITABLE GIVING - RECIPIENTS, INTENTS AND BENEFITS" 6. A SHAREHOLDER PROPOSAL REGARDING DIVERSITY AMONG OUR SENIOR MANAGEMENT AND BOARD OF DIRECTORS 7. A SHAREHOLDER PROPOSAL ENTITLED "SHAREHOLDER PROXY ACCESS AMENDMENTS" 8. A SHAREHOLDER PROPOSAL ENTITLED "EXECUTIVE COMPENSATION REFORM" 9. A SHAREHOLDER PROPOSAL ENTITLED "EXECUTIVES TO RETAIN SIGNIFICANT STOCK" | For For For For For For For For For For 1 Year Against Against Against Against Against | For For Against For For For For For For For 1 Year Against Against Against Against Against | Management Management Management Management Management Management Management Management Management Management Management Shareholder Shareholder Shareholder Shareholder Shareholder |
F5 NETWORKS, INC. 315616-102 March 9, 2017 | 1A. ELECTION OF DIRECTOR: A GARY AMES 1B. ELECTION OF DIRECTOR: SANDRA E. BERGERON 1C. ELECTION OF DIRECTOR: DEBORAH L. BEVIER 1D. ELECTION OF DIRECTOR: JONATHAN C. CHADWICK 1E. ELECTION OF DIRECTOR: MICHAEL L. DREYER 1F. ELECTION OF DIRECTOR: ALAN J. HIGGINSON 1G. ELECTION OF DIRECTOR: PETER S. KLEIN 1H. ELECTION OF DIRECTOR: JOHN MCADAM 1I. ELECTION OF DIRECTOR: STEPHEN M. SMITH 2. APPROVE THE F5 NETWORKS, INC. 2014 INCENTIVE PLAN AS AMENDED AND RESTATED 3. RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. 4. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 5. ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON APPROVAL OF COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | For For For For For For For For For For For For 1 Year | For For For For For For For For For Against For Against 1 Year | Management Management Management Management Management Management Management Management Management Management Management Management Management |
SCHLUMBERGER LIMITED 806857-108 April 5, 2017 | 1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE 1B. ELECTION OF DIRECTOR: MIGUEL M. GALUCCIO 1C. ELECTION OF DIRECTOR: MAUREEN KEMPSTON DARKES 1D. ELECTION OF DIRECTOR: PAAL KIBSGAARD 1E. ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV 1F. ELECTION OF DIRECTOR: HELGE LUND 1G. ELECTION OF DIRECTOR: MICHAEL E. MARKS 1H. ELECTION OF DIRECTOR: INDRA K. NOOYI 1I. ELECTION OF DIRECTOR: LUBNA S. OLAYAN 1J. ELECTION OF DIRECTOR: LEO RAFAEL REIF 1K. ELECTION OF DIRECTOR: TORE I. SANDVOLD 1L. ELECTION OF DIRECTOR: HENRI SEYDOUX 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE COMPENSATION. 3. TO CONDUCT AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 4. TO APPROVE THE COMPANY'S 2016 FINANCIAL STATEMENTS AND THE BOARD'S 2016 DECLARATIONS OF DIVIDENDS. 5. TO APPROVE THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. 6. TO APPROVE THE ADOPTION OF THE 2017 SCHLUMBERGER OMNIBUS STOCK INCENTIVE PLAN. 7. TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE SCHLUMBERGER DISCOUNTED STOCK PURCHASE PLAN. | For For For For For For For For For For For For For 1 Year For For For For | For For For For For For For For For For For For For 1 Year For For For For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
WHIRLPOOL CORPORATION 963320-106 April 18, 2017 | 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN 1B. ELECTION OF DIRECTOR: MARC R. BITZER 1C. ELECTION OF DIRECTOR: GREG CREED 1D. ELECTION OF DIRECTOR: GARY T. DICAMILLO 1E. ELECTION OF DIRECTOR: DIANE M. DIETZ 1F. ELECTION OF DIRECTOR: GERRI T. ELLIOTT 1G. ELECTION OF DIRECTOR: JEFF M. FETTIG 1H. ELECTION OF DIRECTOR: MICHAEL F. JOHNSTON 1I. ELECTION OF DIRECTOR: JOHN D. LIU 1J. ELECTION OF DIRECTOR: HARISH MANWANI 1K. ELECTION OF DIRECTOR: WILLIAM D. PEREZ 1L. ELECTION OF DIRECTOR: LARRY O. SPENCER 1M. ELECTION OF DIRECTOR: MICHAEL D. WHITE 2. ADVISORY VOTE TO APPROVE WHIRLPOOL'S EXECUTIVE COMPENSATION. 3. ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. 4. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. | For For For For For For For For For For For For For For 1 Year For | For For For For For For For For For For For For For For 1 Year For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
SHERWIN-WILLIAMS COMPANY 824348-106 April 19, 2017 | 1A. ELECTION OF DIRECTOR: A. F. ANTON 1B. ELECTION OF DIRECTOR: D. F. HODNIK 1C. ELECTION OF DIRECTOR: T. G. KADIEN 1D. ELECTION OF DIRECTOR: R. J. KRAMER 1E. ELECTION OF DIRECTOR: S. J. KROPF 1F. ELECTION OF DIRECTOR: J. G. MORIKIS 1G. ELECTION OF DIRECTOR: C. A. POON 1H. ELECTION OF DIRECTOR: J. M. STROPKI 1I. ELECTION OF DIRECTOR: M. H. THAMAN 1J. ELECTION OF DIRECTOR: M. THORNTON III 1K. ELECTION OF DIRECTOR: S. H. WUNNING 2. ADVISORY APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVES. 3. ADVISORY APPROVAL OF THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVES. 4. APPROVAL OF THE 2007 EXECUTIVE ANNUAL PERFORMANCE BONUS PLAN (AMENDED AND RESTATED AS OF APRIL 19, 2017). 5. APPROVAL OF THE 2006 EQUITY AND PERFORMANCE INCENTIVE PLAN (AMENDED AND RESTATED AS OF APRIL 19, 2017). 6. RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. | For For For For For For For For For For For For 1 Year For For For | For For For For For For For For For For For For 1 Year For For For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
TRIMBLE, INC. 896239-100 May 2, 2017 | 1. DIRECTOR STEVEN W. BERGLUND MERIT E. JANOW ULF J. JOHANSSON MEAGHAN LLOYD RONALD S. NERSESIAN MARK S. PEEK NICKOLAS W. VANDE STEEG KAIGHAM (KEN) GABRIEL 2. TO HOLD AN ADVISORY VOTE ON APPROVING THE COMPENSATION FOR OUR NAMED EXECUTIVE OFFICERS. 3. TO HOLD AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING A VOTE ON APPROVING THE COMPENSATION FOR OUR NAMED EXECUTIVE OFFICERS. 4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITOR OF THE COMPANY FOR THE CURRENT FISCAL YEAR ENDING DECEMBER 29, 2017. 5. TO APPROVE AMENDMENTS TO THE COMPANY'S AMENDED AND RESTATED 2002 STOCK PLAN, INCLUDING TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE BY 12,000,000. 6. TO APPROVE AMENDMENTS TO THE COMPANY'S AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN, INCLUDING TO EXTEND THE TERM OF THE PLAN. | For All For 1 Year For For For | For All Against 1 Year For Against Against | Management Management Management Management Management Management |
CHURCH & DWIGHT CO., INC. 171340-102 May 4, 2017 | 1A. ELECTION OF DIRECTOR: JAMES R. CRAIGIE 1B. ELECTION OF DIRECTOR: ROBERT D. LEBLANC 1C. ELECTION OF DIRECTOR: JANET S. VERGIS 2. ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. AN ADVISORY VOTE TO DETERMINE THE FREQUENCY OF THE ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. APPROVAL OF OUR SECOND AMENDED AND RESTATED ANNUAL INCENTIVE PLAN. 5. PROPOSAL TO AMEND OUR RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 300,000,000 TO 600,000,000 SHARES. 6. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. | For For For For 1 Year For For For | For For For For 1 Year For For For | Management Management Management Management Management Management Management Management |
ABBVIE, INC. 00287Y-109 May 5, 2017 | 1. DIRECTOR ROBERT J. ALPERN EDWARD M. LIDDY MELODY B. MEYER FREDERICK H. WADDELL 2. RATIFICATION OF ERNST & YOUNG LLP AS ABBVIE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017 3. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION 4. APPROVAL OF A MANAGEMENT PROPOSAL REGARDING AMENDMENT OF THE CERTIFICATE OF INCORPORATION FOR THE ANNUAL ELECTION OF DIRECTORS 5. STOCKHOLDER PROPOSAL - TO ISSUE A REPORT ON LOBBYING 6. STOCKHOLDER PROPOSAL - TO SEPARATE CHAIR AND CEO | For All For For For Against Against | For All For For For Against Against | Management Management Management Management Stockholder Stockholder |
LKQ CORPORATION 501889-208 May 8, 2017 | 1A. ELECTION OF DIRECTOR: SUKHPAL SINGH 1B. ELECTION OF DIRECTOR: A. CLINTON ALLEN 1C. ELECTION OF DIRECTOR: ROBERT M. HANSER 1D. ELECTION OF DIRECTOR: JOSEPH M. HOLSTEN 1E. ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE 1F. ELECTION OF DIRECTOR: PAUL M. MEISTER 1G. ELECTION OF DIRECTOR: JOHN F. O'BRIEN 1H. ELECTION OF DIRECTOR: GUHAN SUBRAMANIAN 1I. ELECTION OF DIRECTOR: WILLIAM M. WEBSTER 1J. ELECTION OF DIRECTOR: DOMINICK ZARCONE 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2017. 3. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. | For For For For For For For For For For For For 1 Year | For For For For For For For For For For For For 1 Year | Management Management Management Management Management Management Management Management Management Management Management Management Management |
GILEAAD SCIENCES, INC. 375558-103 May 10, 2017 | 1A. ELECTION OF DIRECTOR: JOHN F. COGAN, PH.D. 1B. ELECTION OF DIRECTOR: KELLY A. KRAMER 1C. ELECTION OF DIRECTOR: KEVIN E. LOFTON 1D. ELECTION OF DIRECTOR: JOHN C. MARTIN, PH.D. 1E. ELECTION OF DIRECTOR: JOHN F. MILLIGAN 1F. ELECTION OF DIRECTOR: NICHOLAS G. MOORE 1G. ELECTION OF DIRECTOR: RICHARD J. WHITLEY 1H. ELECTION OF DIRECTOR: GAYLE E. WILSON 1I. ELECTION OF DIRECTOR: PER WOLD-OLSEN 2. RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. RESTATEMENT OF THE GILEAD SCIENCES, INC. 2004 EQUITY INCENTIVE PLAN. 4. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 5. ADVISORY VOTE AS TO THE FREQUENCY OF FUTURE ADVISORY SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION. 6. STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD TAKE STEPS TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. 7. STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD ADOPT A POLICY THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS BE AN INDEPENDENT DIRECTOR. | For For For For For For For For For For For For 1 Year Against Against | For For For For For For For For For For For For 1 Year Against Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Stockholder Stockholder |
ON SEMICONDUCTOR CORPORATION 682189-105 May 17, 2017 | 1.1 ELECTION OF DIRECTOR: ATSUSHI ABE 1.2 ELECTION OF DIRECTOR: ALAN CAMPBELL 1.3 ELECTION OF DIRECTOR: CURTIS J. CRAWFORD, PH.D. 1.4 ELECTION OF DIRECTOR: GILLES DELFASSY 1.5 ELECTION OF DIRECTOR: EMMANUEL T. HERNANDEZ 1.6 ELECTION OF DIRECTOR: KEITH D. JACKSON 1.7 ELECTION OF DIRECTOR: PAUL A. MASCARENAS 1.8 ELECTION OF DIRECTOR: DARYL A. OSTRANDER, PH.D. 1.9 ELECTION OF DIRECTOR: TERESA M. RESSEL 2. TO VOTE ON AN ADVISORY (NON-BINDING) RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. 3. TO HOLD AN ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 4. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT YEAR. 5. TO APPROVE AN AMENDMENT TO THE ON SEMICONDUCTOR CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE THEREUNDER BY 27,900,000 SHARES AND TO EFFECT CERTAIN OTHER CHANGES TO SUCH PLAN. 6. TO APPROVE AN AMENDMENT TO THE ON SEMICONDUCTOR CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE CUMULATIVE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUABLE THEREUNDER FROM 23,500,000 TO 28,500,000. 7. TO ADOPT AND APPROVE AN AMENDMENT TO THE ON SEMICONDUCTOR CORPORATION CERTIFICATE OF INCORPORATION TO ELIMINATE CERTAIN RESTRICTIONS ON REMOVAL OF DIRECTORS. 8. TO ADOPT AND APPROVE AN AMENDMENT TO THE ON SEMICONDUCTOR CORPORATION CERTIFICATE OF INCORPORATION TO INCREASE THE CUMULATIVE TOTAL NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 750,000,000 SHARES TO 1,250,000,000 SHARES. | For For For For For For For For For For 1 Year For For For For For | For For For For For For For For For Against 1 Year For Against Against For Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
SOUTHWEST AIRLINES CO. 844741-108 May 17, 2017 | 1A. ELECTION OF DIRECTOR: DAVID W. BIEGLER 1B. ELECTION OF DIRECTOR: J. VERONICA BIGGINS 1C. ELECTION OF DIRECTOR: DOUGLAS H. BROOKS 1D. ELECTION OF DIRECTOR: WILLIAM H. CUNNINGHAM 1E. ELECTION OF DIRECTOR: JOHN G. DENISON 1F. ELECTION OF DIRECTOR: THOMAS W. GILLIGAN 1G. ELECTION OF DIRECTOR: GARY C. KELLY 1H. ELECTION OF DIRECTOR: GRACE D. LIEBLEIN 1I. ELECTION OF DIRECTOR: NANCY B. LOEFFLER 1J. ELECTION OF DIRECTOR: JOHN T. MONTFORD 1K. ELECTION OF DIRECTOR: RON RICKS 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. ADVISORY VOTE ON FREQUENCY OF VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION. 4. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. | For For For For For For For For For For For For 1 Year For | For For For For For For For For For For For For 1 Year For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
THERMO FISHER SCIENTIFIC, INC. 883556-102 May 17, 2017 | 1A. ELECTION OF DIRECTOR: MARC N. CASPER 1B. ELECTION OF DIRECTOR: NELSON J. CHAI 1C. ELECTION OF DIRECTOR: C. MARTIN HARRIS 1D. ELECTION OF DIRECTOR: TYLER JACKS 1E. ELECTION OF DIRECTOR: JUDY C. LEWENT 1F. ELECTION OF DIRECTOR: THOMAS J. LYNCH 1G. ELECTION OF DIRECTOR: JIM P. MANZI 1H. ELECTION OF DIRECTOR: WILLIAM G. PARRETT 1I. ELECTION OF DIRECTOR: LARS R. SORENSEN 1J. ELECTION OF DIRECTOR: SCOTT M. SPERLING 1K. ELECTION OF DIRECTOR: ELAINE S. ULLIAN 1L. ELECTION OF DIRECTOR: DION J. WEISLER 2. AN ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES. 4. RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2017. | For For For For For For For For For For For For For 1 Year For | For For For For For For For For For For For For For 1 Year For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
CHUBB LIMITED H1467J-1004 May 18, 2017 | 1 APPROVAL OF THE MANAGEMENT REPORT, STAND ALONE FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS OF CHUBB LIMITED FOR THE YEAR ENDED DECEMBER 31, 2016 2A ALLOCATION OF DISPOSABLE PROFIT 2B DISTRIBUTION OF A DIVIDEND OUT OF LEGAL RESERVES (BY WAY OF RELEASE AND ALLOCATION TO A DIVIDEND RESERVE) 3 DISCHARGE OF THE BOARD OF DIRECTORS 4A ELECTION OF PRICEWATERHOUSECOOPERS AG (ZURICH) AS OUR STATUTORY AUDITOR 4B RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP (UNITED STATES) AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR PURPOSES OF U.S. SECURITIES LAW REPORTING 4C ELECTION OF BDO AG (ZURICH) AS SPECIAL AUDIT FIRM 5A ELECTION OF DIRECTOR: EVAN G. GREENBERG 5B ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ 5C ELECTION OF DIRECTOR: MICHAEL G. ATIEH 5D LECTION OF DIRECTOR: SHEILA P. BURKE 5E ELECTION OF DIRECTOR: JAMES I. CASH 5F ELECTION OF DIRECTOR: MARY CIRILLO 5G ELECTION OF DIRECTOR: MICHAEL P. CONNORS 5H ELECTION OF DIRECTOR: JOHN A. EDWARDSON 5I ELECTION OF DIRECTOR: LEO F. MULLIN 5J ELECTION OF DIRECTOR: KIMBERLY A. ROSS 5K ELECTION OF DIRECTOR: ROBERT W. SCULLY 5L ELECTION OF DIRECTOR: EUGENE B. SHANKS, JR. 5M ELECTION OF DIRECTOR: THEODORE E. SHASTA 5N ELECTION OF DIRECTOR: DAVID H. SIDWELL 5O ELECTION OF DIRECTOR: OLIVIER STEIMER 5P ELECTION OF DIRECTOR: JAMES M. ZIMMERMAN 6 ELECTION OF EVAN G. GREENBERG AS CHAIRMAN OF THE BOARD OF DIRECTORS 7A ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: MICHAEL P. CONNORS 7B ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: MARY CIRILLO 7C ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: ROBERT M. HERNANDEZ 7D ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: ROBERT W. SCULLY 7E ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: JAMES M. ZIMMERMAN 8 ELECTION OF HOMBURGER AG AS INDEPENDENT PROXY 9 APPROVAL OF AMENDED AND RESTATED CHUBB LIMITED EMPLOYEE STOCK PURCHASE PLAN 10A COMPENSATION OF THE BOARD OF DIRECTORS UNTIL THE NEXT ANNUAL GENERAL MEETING 10B COMPENSATION OF EXECUTIVE MANAGEMENT FOR THE NEXT CALENDAR YEAR 11 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION UNDER U.S. SECURITIES LAW REQUIREMENTS 12 ADVISORY VOTE ON FREQUENCY OF SUBMISSION OF THE ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION UNDER U.S. SECURITIES LAW REQUIREMENTS 13 IF A NEW AGENDA ITEM OR A NEW PROPOSAL FOR AN EXISTING AGENDA ITEM IS PUT BEFORE THE MEETING, I/WE HEREBY AUTHORIZE AND INSTRUCT THE INDEPENDENT PROXY TO VOTE AS FOLLOWS: MARK "FOR " TO VOTE IN ACCORDANCE WITH THE POSITION OF OUR BOARD OF DIRECTORS, MARK "AGAINST" TO VOTE AGAINST NEW ITEMS AND PROPOSALS, MARK "ABSTAIN" TO ABSTAIN. | For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For 1 Year For | For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For 1 Year For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
ROYAL CARIBBEAN CRUISES, LTD. V7780T-103 May 22, 2017 | 1A. ELECTION OF DIRECTOR: JOHN F. BROCK 1B. ELECTION OF DIRECTOR: RICHARD D. FAIN 1C. ELECTION OF DIRECTOR: WILLIAM L. KIMSEY 1D. ELECTION OF DIRECTOR: MARITZA G. MONTIEL 1E. ELECTION OF DIRECTOR: ANN S. MOORE 1F. ELECTION OF DIRECTOR: EYAL M. OFER 1G. ELECTION OF DIRECTOR: THOMAS J. PRITZKER 1H. ELECTION OF DIRECTOR: WILLIAM K. REILLY 1I. ELECTION OF DIRECTOR: BERNT REITAN 1J. ELECTION OF DIRECTOR: VAGN O. SORENSEN 1K. ELECTION OF DIRECTOR: DONALD THOMPSON 1L. ELECTION OF DIRECTOR: ARNE ALEXANDER WILHELMSEN 2. ADVISORY APPROVAL OF THE COMPANY'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS. 3. ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION. 4. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. | For For For For For For For For For For For For For 1 Year For | For For For For For For For For For For For For For 1 Year For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
AMAZON.COM, INC. 023135-106 May 23, 2017 | 1A. ELECTION OF DIRECTOR: JEFFREY P. BEZOS 1B. ELECTION OF DIRECTOR: TOM A. ALBERG 1C. ELECTION OF DIRECTOR: JOHN SEELY BROWN 1D. ELECTION OF DIRECTOR: JAMIE S. GORELICK 1E. ELECTION OF DIRECTOR: DANIEL P. HUTTENLOCHER 1F. ELECTION OF DIRECTOR: JUDITH A. MCGRATH 1G. ELECTION OF DIRECTOR: JONATHAN J. RUBENSTEIN 1H. ELECTION OF DIRECTOR: THOMAS O. RYDER 1I. ELECTION OF DIRECTOR: PATRICIA Q. STONESIFER 1J. ELECTION OF DIRECTOR: WENDELL P. WEEKS 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION 5. APPROVAL OF THE COMPANY'S 1997 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED 6. SHAREHOLDER PROPOSAL REGARDING A REPORT ON USE OF CRIMINAL BACKGROUND CHECKS IN HIRING DECISIONS 7. SHAREHOLDER PROPOSAL REGARDING SUSTAINABILITY AS AN EXECUTIVE COMPENSATION PERFORMANCE MEASURE 8. SHAREHOLDER PROPOSAL REGARDING VOTE-COUNTING PRACTICES FOR SHAREHOLDER PROPOSALS | For For For For For For For For For For For For 3 Years For Against Against Against | For For For For For For For For For For For For 1 Year For Against Against Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Shareholder Shareholder Shareholder |
ROBERT HALF INTERNATIONAL, INC. 770323-103 May 24, 2017 | 1. DIRECTOR HAROLD M. MESSMER, JR. MARC H. MORIAL BARBARA J. NOVOGRADAC ROBERT J. PACE FREDERICK A. RICHMAN M. KEITH WADDELL 2. RATIFICATION OF APPOINTMENT OF AUDITOR. 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 4. ADVISORY VOTE TO DETERMINE THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. | For All For For 1 Year | For All For For 1 Year | Management Management Management Management |
UNITEDHEALTH GROUP, INC. 91324P-102 June 5, 2017 | 1A. ELECTION OF DIRECTOR: WILLIAM C. BALLARD 1B. ELECTION OF DIRECTOR: RICHARD T. BURKE 1C. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN 1D. ELECTION OF DIRECTOR: STEPHEN J. HEMSLEY 1E. ELECTION OF DIRECTOR: MICHELE J. HOOPER 1F. ELECTION OF DIRECTOR: RODGER A. LAWSON 1G. ELECTION OF DIRECTOR: GLENN M. RENWICK 1H. ELECTION OF DIRECTOR: KENNETH I. SHINE, M. D. 1I. ELECTION OF DIRECTOR: GAIL R. WILENSKY 2. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. 3. ADVISORY APPROVAL OF THE FREQUENCY OF HOLDING FUTURE SAY-ON-PAY VOTES. 4. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2017. 5. THE SHAREHOLDER PROPOSAL SET FORTH IN THE PROXY STATEMENT REQUESTING ADDITIONAL LOBBYING DISCLOSURE, IF PROPERLY PRESENTED AT THE 2017 ANNUAL MEETING OF SHAREHOLDERS. | For For For For For For For For For For 1 Year For Against | For For For For For For For For For For 1 Year For Against | Management Management Management Management Management Management Management Management Management Management Management Management Shareholder |
COGNIZANT TECHNOLOGY SOLUTIONS CORP. 192446-102 June 6, 2017 | 1A. ELECTION OF DIRECTOR: ZEIN ABDALLA 1B. ELECTION OF DIRECTOR: BETSY S. ATKINS 1C. ELECTION OF DIRECTOR: MAUREEN BREAKIRON-EVANS 1D. ELECTION OF DIRECTOR: JONATHAN CHADWICK 1E. ELECTION OF DIRECTOR: JOHN M. DINEEN 1F. ELECTION OF DIRECTOR: FRANCISCO D'SOUZA 1G. ELECTION OF DIRECTOR: JOHN N. FOX, JR. 1H. ELECTION OF DIRECTOR: JOHN E. KLEIN 1I. ELECTION OF DIRECTOR: LEO S. MACKAY, JR. 1J. ELECTION OF DIRECTOR: MICHAEL PATSALOS-FOX 1K. ELECTION OF DIRECTOR: ROBERT E. WEISSMAN 2. APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4. APPROVAL OF THE COMPANY'S 2017 INCENTIVE AWARD PLAN. 5. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017. 6. STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD OF DIRECTORS TAKE THE STEPS NECESSARY TO ELIMINATE THE SUPERMAJORITY VOTING PROVISIONS OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BY-LAWS. 7. STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD OF DIRECTORS TAKE THE STEPS NECESSARY TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. | For For For For For For For For For For For For 1 Year For For For Against | For For For For For For For For For For For For 1 Year For For For Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Stockholder Stockholder |
ALPHABET, INC. 02079K-107 02079K-305 June 7, 2017 | 1. DIRECTOR LARRY PAGE SERGEY BRIN ERIC E. SCHMIDT L. JOHN DOERR ROGER W. FERGUSON, JR. DIANE B. GREENE JOHN L. HENNESSY ANN MATHER ALAN R. MULALLY PAUL S. OTELLINI K. RAM SHRIRAM SHIRLEY M. TILGHMAN 2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS ALPHABET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. 3. THE APPROVAL OF AN AMENDMENT TO ALPHABET'S 2012 STOCK PLAN TO INCREASE THE SHARE RESERVE BY 15,000,000 SHARES OF CLASS C CAPITAL STOCK. 4. THE APPROVAL OF THE 2016 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS. 5. THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES REGARDING COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS. 6. A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. 7. A STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING. 8. A STOCKHOLDER PROPOSAL REGARDING A POLITICAL CONTRIBUTIONS REPORT, IF PROPERLY PRESENTED AT THE MEETING. 9. A STOCKHOLDER PROPOSAL REGARDING A REPORT ON GENDER PAY, IF PROPERLY PRESENTED AT THE MEETING. 10. A STOCKHOLDER PROPOSAL REGARDING A CHARITABLE CONTRIBUTIONS REPORT, IF PROPERLY PRESENTED AT THE MEETING. 11. A STOCKHOLDER PROPOSAL REGARDING THE IMPLEMENTATION OF "HOLY LAND PRINCIPLES," IF PROPERLY PRESENTED AT THE MEETING. 12. A STOCKHOLDER PROPOSAL REGARDING A REPORT ON "FAKE NEWS," IF PROPERLY PRESENTED AT THE MEETING. | For All For For For 3 Years Against Against Against Against Against Against Against | For All For For For 1 Year For For For For For Against For | Management Management Management Management Management Stockholder Stockholder Stockholder Stockholder Stockholder Stockholder Stockholder |
EXPEDIA, INC. 30212P-303 June 13, 2017 | 1A. ELECTION OF DIRECTOR: SUSAN C. ATHEY 1B. ELECTION OF DIRECTOR: A.GEORGE "SKIP" BATTLE 1C. ELECTION OF DIRECTOR: CHELSEA CLINTON 1D. ELECTION OF DIRECTOR: PAMELA L. COE 1E. ELECTION OF DIRECTOR: BARRY DILLER 1F. ELECTION OF DIRECTOR: JONATHAN L. DOLGEN 1G. ELECTION OF DIRECTOR: CRAIG A. JACOBSON 1H. ELECTION OF DIRECTOR: VICTOR A. KAUFMAN 1I. ELECTION OF DIRECTOR: PETER M. KERN 1J. ELECTION OF DIRECTOR: DARA KHOSROWSHAHI 1K. ELECTION OF DIRECTOR: JOHN C. MALONE 1L. ELECTION OF DIRECTOR: SCOTT RUDIN 1M. ELECTION OF DIRECTOR: CHRISTOPHER W. SHEAN 1N. ELECTION OF DIRECTOR: ALEXANDER VON FURSTENBERG 2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF EXPEDIA'S NAMED EXECUTIVE OFFICERS. 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF EXPEDIA'S NAMED EXECUTIVE OFFICERS. 4. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017. 5. STOCKHOLDER PROPOSAL REGARDING A REPORT CONCERNING POLITICAL CONTRIBUTIONS AND EXPENDITURES, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. | For For For For For For For For For For For For For For For 3 Years For Against | For For For For For For For For For For For For For For For 1 Year For For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Stockholder |
CELGENE CORPORATION 151020-104 June 14, 2017 | 1. DIRECTOR ROBERT J. HUGIN MARK J. ALLES RICHARD W BARKER D PHIL MICHAEL W. BONNEY MICHAEL D. CASEY CARRIE S. COX MICHAEL A. FRIEDMAN, MD JULIA A. HALLER, M.D. GILLA S. KAPLAN, PH.D. JAMES J. LOUGHLIN ERNEST MARIO, PH.D. 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. 3. APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S STOCK INCENTIVE PLAN. 4. APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5. TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. 6. STOCKHOLDER PROPOSAL TO REQUEST A BYLAW PROVISION LIMITING MANAGEMENT'S ACCESS TO VOTE TALLIES PRIOR TO THE ANNUAL MEETING WITH RESPECT TO CERTAIN EXECUTIVE PAY MATTERS, DESCRIBED IN MORE DETAIL IN THE PROXY STATEMENT. | For All For For For 1 Year Against | For All For Against Against 1 Year Against | Management Management Management Management Management Stockholder |
DOLLAR TREE, INC. 256746-108 June 15, 2017 | 1A. ELECTION OF DIRECTOR: ARNOLD S. BARRON 1B. ELECTION OF DIRECTOR: GREGORY M. BRIDGEFORD 1C. ELECTION OF DIRECTOR: MACON F. BROCK, JR. 1D. ELECTION OF DIRECTOR: MARY ANNE CITRINO 1E. ELECTION OF DIRECTOR: H. RAY COMPTON 1F. ELECTION OF DIRECTOR: CONRAD M. HALL 1G. ELECTION OF DIRECTOR: LEMUEL E. LEWIS 1H. ELECTION OF DIRECTOR: BOB SASSER 1I. ELECTION OF DIRECTOR: THOMAS A. SAUNDERS III 1J. ELECTION OF DIRECTOR: THOMAS E. WHIDDON 1K. ELECTION OF DIRECTOR: CARL P. ZEITHAML 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 3. TO RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION 4. TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | For For For For For For For For For For For For 1 Year For | For For For For For For For For For For For For 1 Year For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
TIME WARNER, INC. 887317-303 June 15, 2017 | 1A. ELECTION OF DIRECTOR: WILLIAM P. BARR 1B. ELECTION OF DIRECTOR: JEFFREY L. BEWKES 1C. ELECTION OF DIRECTOR: ROBERT C. CLARK 1D. ELECTION OF DIRECTOR: MATHIAS DöPFNER 1E. ELECTION OF DIRECTOR: JESSICA P. EINHORN 1F. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ 1G. ELECTION OF DIRECTOR: FRED HASSAN 1H. ELECTION OF DIRECTOR: PAUL D. WACHTER 1I. ELECTION OF DIRECTOR: DEBORA C. WRIGHT 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 4. ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. | For For For For For For For For For For For 1 Year | For For For For For For For For For For For 1 Year | Management Management Management Management Management Management Management Management Management Management Management Management |
MASTERCARD, INC. 57636Q-104 June 27, 2017 | 1A. ELECTION OF DIRECTOR: RICHARD HAYTHORNTHWAITE 1B. ELECTION OF DIRECTOR: AJAY BANGA 1C. ELECTION OF DIRECTOR: SILVIO BARZI 1D. ELECTION OF DIRECTOR: DAVID R. CARLUCCI 1E. ELECTION OF DIRECTOR: STEVEN J. FREIBERG 1F. ELECTION OF DIRECTOR: JULIUS GENACHOWSKI 1G. ELECTION OF DIRECTOR: MERIT E. JANOW 1H. ELECTION OF DIRECTOR: NANCY J. KARCH 1I. ELECTION OF DIRECTOR: OKI MATSUMOTO 1J. ELECTION OF DIRECTOR: RIMA QURESHI 1K. ELECTION OF DIRECTOR: JOSE OCTAVIO REYES LAGUNES 1L. ELECTION OF DIRECTOR: JACKSON TAI 2. ADVISORY APPROVAL OF MASTERCARD'S EXECUTIVE COMPENSATION 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION 4. RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER MASTERCARD'S 2006 LONG TERM INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR 162(M) PURPOSES 5. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR MASTERCARD FOR 2017 6. CONSIDERATION OF A STOCKHOLDER PROPOSAL ON GENDER PAY EQUITY | For For For For For For For For For For For For For 1 Year For For Against | For For For For For For For For For For For For For 1 Year For For Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Stockholder |
Morris Capital Advisors, LLC and
Manor Investment Funds
Proxy Voting History
Votes Cast for the Manor Core Fund
Company Information | Proposal | Mgmt Rec. | Vote Cast | Sponsor |
BE AEROSPACE, INC. 073302-101 July 28, 2016 | 1. DIRECTOR 1) MARY M. VANDEWEGHE 2) JAMES F. ALBAUGH 3) JOHN T. WHATES 2. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. 3. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2016 FISCAL YEAR. | For For For | For All For For | Management Management Management |
FEDEX CORPORATION 31428X-106 September 26, 2016 | 1A. ELECTION OF DIRECTOR: JAMES L. BARKSDALE 1B. ELECTION OF DIRECTOR: JOHN A. EDWARDSON 1C. ELECTION OF DIRECTOR: MARVIN R. ELLISON 1D. ELECTION OF DIRECTOR: JOHN C. ("CHRIS") INGLIS 1E. ELECTION OF DIRECTOR: KIMBERLY A. JABAL 1F. ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON 1G. ELECTION OF DIRECTOR: R. BRAD MARTIN 1H. ELECTION OF DIRECTOR: JOSHUA COOPER RAMO 1I. ELECTION OF DIRECTOR: SUSAN C. SCHWAB 1J. ELECTION OF DIRECTOR: FREDERICK W. SMITH 1. K. ELECTION OF DIRECTOR: DAVID P. STEINER 1L. ELECTION OF DIRECTOR: PAUL S. WALSH 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4. STOCKHOLDER PROPOSAL REGARDING LOBBYING ACTIVITY AND EXPENDITURE REPORT. 5. STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY VOTE-COUNTING. 6. STOCKHOLDER PROPOSAL REGARDING HOLY LAND PRINCIPLES. 7. STOCKHOLDER PROPOSAL REGARDING APPLICATION OF COMPANY NONDISCRIMINATION POLICIES IN STATES WITH PRO-DISCRIMINATION LAWS. | For For For For For For For For For For For For For For Against Against Against Against | For For For For For For For For For For For For For For Against Against Against Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Stockholder Stockholder Stockholder Stockholder |
MICROSOFT CORPORATION 594918-104 November 30, 2016 | 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES III 1B. ELECTION OF DIRECTOR: TERI L. LISTSTOLL 1C. ELECTION OF DIRECTOR: G. MASON MORFIT 1D. ELECTION OF DIRECTOR: SATYA NADELLA 1E. ELECTION OF DIRECTOR: CHARLES H. NOSKI 1F. ELECTION OF DIRECTOR: HELMUT PANKE 1G. ELECTION OF DIRECTOR: SANDRA E. PETERSON 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF 1I. ELECTION OF DIRECTOR: JOHN W. STANTON 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON 1K. ELECTION OF DIRECTOR: PADMASREE WARRIOR 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 3. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2017 4. APPROVAL OF AMENDMENT TO OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION 5. APPROVAL OF FRENCH SUB PLAN UNDER THE 2001 STOCK PLAN 6. SHAREHOLDER PROPOSAL - REQUESTING CERTAIN PROXY ACCESS BYLAW AMENDMENTS | For For For For For For For For For For For For For For For Against | For For For For For For For For For For For For For For For Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Shareholder |
MALLINCKRODT PLC G5785G-107 March 1, 2017 | 1A. ELECTION OF DIRECTOR: MELVIN D. BOOTH 1B. ELECTION OF DIRECTOR: DAVID R. CARLUCCI 1C. ELECTION OF DIRECTOR: J. MARTIN CARROLL 1D. ELECTION OF DIRECTOR: DIANE H. GULYAS 1E. ELECTION OF DIRECTOR: JOANN A. REED 1F. ELECTION OF DIRECTOR: ANGUS C. RUSSELL 1G. ELECTION OF DIRECTOR: VIRGIL D. THOMPSON 1H. ELECTION OF DIRECTOR: MARK C. TRUDEAU 1I. ELECTION OF DIRECTOR: KNEELAND C. YOUNGBLOOD, M.D. 1J. ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO 2. APPROVE, IN A NON-BINDING VOTE, THE REAPPOINTMENT OF THE INDEPENDENT AUDITORS AND TO AUTHORIZE, IN A BINDING VOTE, THE AUDIT COMMITTEE TO SET THE AUDITORS' REMUNERATION. 3. APPROVE, IN A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF NAMED EXECUTIVE OFFICERS. 4. AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY TO MAKE MARKET PURCHASES OR OVERSEAS MARKET PURCHASES OF COMPANY SHARES. 5. AUTHORIZE THE PRICE RANGE AT WHICH THE COMPANY CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES (SPECIAL RESOLUTION). 6A. AMEND THE COMPANY'S MEMORANDUM OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE AMENDMENTS (SPECIAL RESOLUTION). 6B. AMEND THE COMPANY'S ARTICLES OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE AMENDMENTS (SPECIAL RESOLUTION). 7. APPROVE THE REDUCTION OF COMPANY CAPITAL (SPECIAL RESOLUTION). | For For For For For For For For For For For For For For For For For | For For For For For For For For For For For For For For For For For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
AMERISOURCEBERGEN CORPORATION 03073E-105 March 2, 2017 | 1A. ELECTION OF DIRECTOR: ORNELLA BARRA 1B. ELECTION OF DIRECTOR: STEVEN H. COLLIS 1C. ELECTION OF DIRECTOR: DOUGLAS R. CONANT 1D. ELECTION OF DIRECTOR: D. MARK DURCAN 1E. ELECTION OF DIRECTOR: RICHARD W. GOCHNAUER 1F. ELECTION OF DIRECTOR: LON R. GREENBERG 1G. ELECTION OF DIRECTOR: JANE E. HENNEY, M.D. 1H. ELECTION OF DIRECTOR: KATHLEEN W. HYLE 1I. ELECTION OF DIRECTOR: MICHAEL J. LONG 1J. ELECTION OF DIRECTOR: HENRY W. McGEE 2. RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. 3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. ADVISORY VOTE ON THE FREQUENCY OF A STOCKHOLDER VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 5. APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION SO THAT DIRECTORS MAY BE REMOVED WITH OR WITHOUT CAUSE. | For For For For For For For For For For For For 1 Year For | For For For For For For For For For For For For 1 Year For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
APPLIED MATERIALS, INC. 038222-105 March 9, 2017 | 1A. ELECTION OF DIRECTOR: JUDY BRUNER 1B. ELECTION OF DIRECTOR: XUN (ERIC) CHEN 1C. ELECTION OF DIRECTOR: AART J. DE GEUS 1D. ELECTION OF DIRECTOR: GARY E. DICKERSON 1E. ELECTION OF DIRECTOR: STEPHEN R. FORREST 1F. ELECTION OF DIRECTOR: THOMAS J. IANNOTTI 1G. ELECTION OF DIRECTOR: ALEXANDER A. KARSNER 1H. ELECTION OF DIRECTOR: ADRIANNA C. MA 1I. ELECTION OF DIRECTOR: DENNIS D. POWELL 2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF APPLIED MATERIALS' NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2016. 3. APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. 4. APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR PURPOSES OF SECTION 162(M) AND AN ANNUAL LIMIT ON AWARDS TO NON-EMPLOYEE DIRECTORS UNDER THE AMENDED AND RESTATED EMPLOYEE STOCK INCENTIVE PLAN. 5. APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR PURPOSES OF SECTION 162(M) UNDER THE AMENDED AND RESTATED SENIOR EXECUTIVE BONUS PLAN. 6. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS APPLIED MATERIALS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. | For For For For For For For For For For 1 Year For For For | For For For For For For For For For For 1 Year For For For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
CARNIVAL CORPORATION 143658-300 April 5, 2017 | 1. TO RE-ELECT MICKY ARISON AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC. 2. TO RE-ELECT SIR JONATHON BAND AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC. 3. TO ELECT HELEN DEEBLE AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC. 4. TO RE-ELECT ARNOLD W. DONALD AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC. 5. TO RE-ELECT RICHARD J. GLASIER AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC. 6. TO RE-ELECT DEBRA KELLY-ENNIS AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC. 7. TO RE-ELECT SIR JOHN PARKER AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC. 8. TO RE-ELECT STUART SUBOTNICK AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC. 9. TO RE-ELECT LAURA WEIL AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC. 10. TO RE-ELECT RANDALL J. WEISENBURGER AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC. 11. TO HOLD A (NON-BINDING) ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.S. COMPANIES). 12. TO HOLD A (NON-BINDING) ADVISORY VOTE TO DETERMINE HOW FREQUENTLY THE SHAREHOLDERS OF CARNIVAL CORPORATION & PLC SHOULD BE PROVIDED WITH A NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.S. COMPANIES). 13. TO APPROVE THE CARNIVAL PLC DIRECTORS' REMUNERATION REPORT (OTHER THAN THE CARNIVAL PLC DIRECTORS' REMUNERATION POLICY SET OUT IN SECTION B OF PART II OF THE CARNIVAL PLC DIRECTORS' REMUNERATION REPORT) (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO UK COMPANIES). 14. TO APPROVE THE CARNIVAL PLC DIRECTORS' REMUNERATION POLICY SET OUT IN SECTION B OF PART II OF THE CARNIVAL PLC DIRECTORS' REMUNERATION REPORT (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO UK COMPANIES). 15. TO RE-APPOINT THE UK FIRM OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR CARNIVAL PLC AND TO RATIFY THE SELECTION OF THE U.S. FIRM OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR CARNIVAL CORPORATION. 16. TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT AUDITORS OF CARNIVAL PLC. 17. TO RECEIVE THE UK ACCOUNTS AND REPORTS OF THE DIRECTORS AND AUDITORS OF CARNIVAL PLC FOR THE YEAR ENDED NOVEMBER 30, 2016 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO UK COMPANIES). 18. TO APPROVE THE GIVING OF AUTHORITY FOR THE ALLOTMENT OF NEW SHARES BY CARNIVAL PLC (IN ACCORDANCE WITH CUSTOMARY PRACTICE FOR UK COMPANIES). 19. TO APPROVE THE DISAPPLICATION OF PREEMPTION RIGHTS IN RELATION TO THE ALLOTMENT OF NEW SHARES BY CARNIVAL PLC (IN ACCORDANCE WITH CUSTOMARY PRACTICE FOR UK COMPANIES). 20. TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL PLC TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN THE OPEN MARKET (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO UK COMPANIES DESIRING TO IMPLEMENT SHARE BUY BACK PROGRAMS). | For For For For For For For For For For For 1 Year For For For For For For For For | For For For For For For For For For For For 1 Year For For For For For For For For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
AES CORPORATION 00130H-105 April 20, 2017 | 1A. ELECTION OF DIRECTOR: ANDRES R. GLUSKI 1B. ELECTION OF DIRECTOR: CHARLES L. HARRINGTON 1C. ELECTION OF DIRECTOR: KRISTINA M. JOHNSON 1D. ELECTION OF DIRECTOR: TARUN KHANNA 1E. ELECTION OF DIRECTOR: HOLLY K. KOEPPEL 1F. ELECTION OF DIRECTOR: JAMES H. MILLER 1G. ELECTION OF DIRECTOR: JOHN B. MORSE, JR. 1H. ELECTION OF DIRECTOR: MOISES NAIM 1I. ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE COMPENSATION. 3. TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION. 4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR 2017. 5. IF PROPERLY PRESENTED, A NONBINDING STOCKHOLDER PROPOSAL SEEKING AMENDMENTS TO AES' CURRENT PROXY ACCESS BY-LAWS. 6. IF PROPERLY PRESENTED, A NONBINDING STOCKHOLDER PROPOSAL SEEKING A REPORT ON COMPANY POLICIES AND TECHNOLOGICAL ADVANCES THROUGH THE YEAR 2040. | For For For For For For For For For For 1 Year For Against Against | For For For For For For For For For For 1 Year For Against Against | Management Management Management Management Management Management Management Management Management Management Management Management Stockholder Stockholder |
PNC FINANCIAL SERVICES GROUP, INC. 693475-105 April 25, 2017 | 1A. ELECTION OF DIRECTOR: CHARLES E. BUNCH 1B. ELECTION OF DIRECTOR: MARJORIE RODGERS CHESHIRE 1C. ELECTION OF DIRECTOR: WILLIAM S. DEMCHAK 1D. ELECTION OF DIRECTOR: ANDREW T. FELDSTEIN 1E. ELECTION OF DIRECTOR: DANIEL R. HESSE 1F. ELECTION OF DIRECTOR: KAY COLES JAMES 1G. ELECTION OF DIRECTOR: RICHARD B. KELSON 1H. ELECTION OF DIRECTOR: JANE G. PEPPER 1I. ELECTION OF DIRECTOR: DONALD J. SHEPARD 1J. ELECTION OF DIRECTOR: LORENE K. STEFFES 1K. ELECTION OF DIRECTOR: DENNIS F. STRIGL 1L. ELECTION OF DIRECTOR: MICHAEL J. WARD 1M. ELECTION OF DIRECTOR: GREGORY D. WASSON 2. RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF PRICEWATERHOUSECOOPERS LLP AS PNC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 4. RECOMMENDATION FOR THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 5. A SHAREHOLDER PROPOSAL REQUESTING A DIVERSITY REPORT WITH SPECIFIC ADDITIONAL DISCLOSURE, INCLUDING EEOC-DEFINED METRICS. | For For For For For For For For For For For For For For For 1 Year Against | For For For For For For For For For For For For For For For 1 Year Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Shareholder |
AVERY DENNISON CORPORATION 053611-109 April 27, 2017 | 1A. ELECTION OF DIRECTOR: BRADLEY ALFORD 1B. ELECTION OF DIRECTOR: ANTHONY ANDERSON 1C. ELECTION OF DIRECTOR: PETER BARKER 1D. ELECTION OF DIRECTOR: MITCHELL BUTIER 1E. ELECTION OF DIRECTOR: KEN HICKS 1F. ELECTION OF DIRECTOR: ANDRES LOPEZ 1G. ELECTION OF DIRECTOR: DAVID PYOTT 1H. ELECTION OF DIRECTOR: DEAN SCARBOROUGH 1I. ELECTION OF DIRECTOR: PATRICK SIEWERT 1J. ELECTION OF DIRECTOR: JULIA STEWART 1K. ELECTION OF DIRECTOR: MARTHA SULLIVAN 2. APPROVAL, ON AN ADVISORY BASIS, OF OUR EXECUTIVE COMPENSATION. 3. APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF THE ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 4. APPROVAL OF THE 2017 INCENTIVE AWARD PLAN. 5. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). | For For For For For For For For For For For For 1 Year For For | For For For For For For For For For For For For 1 Year For For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
BAKER HUGHES INCORPORATED 057224-107 April 27, 2017 | 1A. ELECTION OF DIRECTOR: GREGORY D. BRENNEMAN 1B. ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, JR. 1C. ELECTION OF DIRECTOR: MARTIN S. CRAIGHEAD 1D. ELECTION OF DIRECTOR: WILLIAM H. EASTER III 1E. ELECTION OF DIRECTOR: LYNN L. ELSENHANS 1F. ELECTION OF DIRECTOR: ANTHONY G. FERNANDES 1G. ELECTION OF DIRECTOR: CLAIRE W. GARGALLI 1H. ELECTION OF DIRECTOR: PIERRE H. JUNGELS 1I. ELECTION OF DIRECTOR: JAMES A. LASH 1J. ELECTION OF DIRECTOR: J. LARRY NICHOLS 1K. ELECTION OF DIRECTOR: JAMES W. STEWART 1.L. ELECTION OF DIRECTOR: CHARLES L. WATSON 2. AN ADVISORY VOTE RELATED TO THE COMPANY'S EXECUTIVE COMPENSATION PROGRAM. 3. AN ADVISORY VOTE ON THE FREQUENCY OF THE HOLDING OF AN ADVISORY VOTE ON THE EXECUTIVE COMPENSATION. 4. THE RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. 5. A STOCKHOLDER PROPOSAL REGARDING A MAJORITY VOTE STANDARD FOR ALL NONBINDING STOCKHOLDER PROPOSALS. | For For For For For For For For For For For For For 1 Year For Against | For For For For For For For For For For For For For 1 Year For Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Stockholder |
AT & T, INC. 00206R-102 April 28, 2017 | 1A. ELECTION OF DIRECTOR: RANDALL L. STEPHENSON 1B. ELECTION OF DIRECTOR: SAMUEL A. DI PIAZZA, JR. 1C. ELECTION OF DIRECTOR: RICHARD W. FISHER 1D. ELECTION OF DIRECTOR: SCOTT T. FORD 1E. ELECTION OF DIRECTOR: GLENN H. HUTCHINS 1F. ELECTION OF DIRECTOR: WILLIAM E. KENNARD 1G. ELECTION OF DIRECTOR: MICHAEL B. MCCALLISTER 1H. ELECTION OF DIRECTOR: BETH E. MOONEY 1I. ELECTION OF DIRECTOR: JOYCE M. ROCHE 1J. ELECTION OF DIRECTOR: MATTHEW K. ROSE 1K. ELECTION OF DIRECTOR: CYNTHIA B. TAYLOR 1.L. ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON 1M. ELECTION OF DIRECTOR: GEOFFREY Y. YANG 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. 3. ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. 4. ADVISORY APPROVAL OF FREQUENCY OF VOTE ON EXECUTIVE COMPENSATION 5. PREPARE POLITICAL SPENDING REPORT. 6. PREPARE LOBBYING REPORT. 7. MODIFY PROXY ACCESS REQUIREMENTS. 8. REDUCE VOTE REQUIRED FOR WRITTEN CONSENT. | For For For For For For For For For For For For For For For 1 Year Against Against Against Against | For For For For For For For For For For For For For For For 1 Year Against Against Against Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Stockholder Stockholder Stockholder Stockholder |
FORTUNE BRANDS HOME & SECURITY, INC. 34964C-106 May 2, 2017 | 1A. ELECTION OF DIRECTOR: A. D. DAVID MACKAY 1B. ELECTION OF DIRECTOR: DAVID M. THOMAS 1C. ELECTION OF DIRECTOR: NORMAN H. WESLEY 2. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | For For For For For | For For For For For | Management Management Management Management Management |
PEPSICO, INC. 713448-108 May 3, 2017 | 1A. ELECTION OF DIRECTOR: SHONA L. BROWN 1B. ELECTION OF DIRECTOR: GEORGE W. BUCKLEY 1C. ELECTION OF DIRECTOR: CESAR CONDE 1D. ELECTION OF DIRECTOR: IAN M. COOK 1E. ELECTION OF DIRECTOR: DINA DUBLON 1F. ELECTION OF DIRECTOR: RONA A. FAIRHEAD 1G. ELECTION OF DIRECTOR: RICHARD W. FISHER 1H. ELECTION OF DIRECTOR: WILLIAM R. JOHNSON 1I. ELECTION OF DIRECTOR: INDRA K. NOOYI 1J. ELECTION OF DIRECTOR: DAVID C. PAGE 1K. ELECTION OF DIRECTOR: ROBERT C. POHLAD 1.L. ELECTION OF DIRECTOR: DANIEL VASELLA 1M. ELECTION OF DIRECTOR: DARREN WALKER 1N. ELECTION OF DIRECTOR: ALBERTO WEISSER 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. 3. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. 4. ADVISORY VOTE ON FREQUENCY OF FUTURE SHAREHOLDER ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. 5. REPORT REGARDING PESTICIDE POLLUTION. 6. IMPLEMENTATION OF HOLY LAND PRINCIPLES. | For For For For For For For For For For For For For For For For 1 Year Against Against | For For For For For For For For For For For For For For For For 1 Year Against Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
VALERO ENERGY CORPORATION 91913Y-100 May 3, 2017 | 1A. ELECTION OF DIRECTOR: H. PAULETT EBERHART 1B. ELECTION OF DIRECTOR: JOSEPH W. GORDER 1C. ELECTION OF DIRECTOR: KIMBERLY S. GREENE 1D. ELECTION OF DIRECTOR: DEBORAH P. MAJORAS 1E. ELECTION OF DIRECTOR: DONALD L. NICKLES 1F. ELECTION OF DIRECTOR: PHILIP J. PFEIFFER 1G. ELECTION OF DIRECTOR: ROBERT A. PROFUSEK 1H. ELECTION OF DIRECTOR: SUSAN KAUFMAN 1I. ELECTION OF DIRECTOR: STEPHEN M. WATERS 1J. ELECTION OF DIRECTOR: RANDALL J. WEISENBURGER 1K. ELECTION OF DIRECTOR: RAYFORD WILKINS, JR. 2. RATIFY THE APPOINTMENT OF KPMG LLP AS VALERO ENERGY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. 3. APPROVE, BY NON-BINDING VOTE, THE 2016 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. ADVISORY VOTE TO RECOMMEND THE FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION. | For For For For For For For For For For For For For 1 Year | For For For For For For For For For For For For For 1 Year | Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
ALLERGAN PLC G0177J-108 May 4, 2017 | 1A. ELECTION OF DIRECTOR: NESLI BASGOZ, M.D. 1B. ELECTION OF DIRECTOR: PAUL M. BISARO 1C. ELECTION OF DIRECTOR: JAMES H. BLOEM 1D. ELECTION OF DIRECTOR: CHRISTOPHER W. BODINE 1E. ELECTION OF DIRECTOR: ADRIANE M. BROWN 1F. ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN 1G. ELECTION OF DIRECTOR: CATHERINE M. KLEMA 1H. ELECTION OF DIRECTOR: PETER J. MCDONNELL 1I. ELECTION OF DIRECTOR: PATRICK J. O'SULLIVAN 1J. ELECTION OF DIRECTOR: BRENTON L. SAUNDERS 1K. ELECTION OF DIRECTOR: RONALD R. TAYLOR 1.L. ELECTION OF DIRECTOR:FRED G. WEISS 2. TO APPROVE, IN A NON-BINDING VOTE, NAMED EXECUTIVE OFFICER COMPENSATION. 3. TO RECOMMEND, IN A NON-BINDING VOTE, WHETHER A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS. 4. TO RATIFY, IN A NON-BINDING VOTE, THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017 AND TO AUTHORIZE, IN A BINDING VOTE, THE BOARD OF DIRECTORS, ACTING THROUGH ITS AUDIT AND COMPLIANCE COMMITTEE, TO DETERMINE PRICEWATERHOUSECOOPERS LLP'S REMUNERATION. 5. TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR THE PURPOSES OF SECTION 162(M) UNDER THE ALLERGAN PLC 2017 ANNUAL INCENTIVE COMPENSATION PLAN. 6. TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN, IF PROPERLY PRESENTED AT THE MEETING. | For For For For For For For For For For For For For 1 Year For For Against | For For For For For For For For For For For For For 1 Year For For Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Shareholder |
PENTAIR PLC G7S00T-104 May 9, 2017 | 1A. ELECTION OF DIRECTOR: GLYNIS A. BRYAN 1B. ELECTION OF DIRECTOR: JERRY W. BURRIS 1C. ELECTION OF DIRECTOR: CAROL ANTHONY (JOHN) DAVIDSON 1D. ELECTION OF DIRECTOR: JACQUES ESCULIER 1E. ELECTION OF DIRECTOR: EDWARD P. GARDEN 1F. ELECTION OF DIRECTOR: T. MICHAEL GLENN 1G. ELECTION OF DIRECTOR: DAVID H.Y. HO 1H. ELECTION OF DIRECTOR: RANDALL J. HOGAN 1I. ELECTION OF DIRECTOR: DAVID A. JONES 1J. ELECTION OF DIRECTOR: RONALD L. MERRIMAN 1K. ELECTION OF DIRECTOR: WILLIAM T. MONAHAN 1.L. ELECTION OF DIRECTOR: BILLIE IDA WILLIAMSON 2. TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3. TO RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 4. TO RATIFY, BY NON-BINDING ADVISORY VOTE, THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF PENTAIR PLC AND TO AUTHORIZE, BY BINDING VOTE, THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS' REMUNERATION. 5. TO AUTHORIZE THE PRICE RANGE AT WHICH PENTAIR PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW. (SPECIAL RESOLUTION) 6. TO APPROVE AMENDMENTS TO PENTAIR PLC'S ARTICLES OF ASSOCIATION TO IMPLEMENT PROXY ACCESS. (SPECIAL RESOLUTION) | For For For For For For For For For For For For For 1 Year For For For | For For For For For For For For For For For For For 1 Year For For For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
CVS HEALTH CORPORATION 126650-100 May 10, 2017 | 1A. ELECTION OF DIRECTOR: RICHARD M. BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II 1C. ELECTION OF DIRECTOR: ALECIA A. DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE 1G. ELECTION OF DIRECTOR: LARRY J. MERLO 1H. ELECTION OF DIRECTOR: JEAN-PIERRE MILLON 1I. ELECTION OF DIRECTOR: MARY L. SCHAPIRO 1J. ELECTION OF DIRECTOR: RICHARD J. SWIFT 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON 1.L. ELECTION OF DIRECTOR: TONY L. WHITE 2. PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2017. 3. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. 4. TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. 5. PROPOSAL TO APPROVE THE 2017 INCENTIVE COMPENSATION PLAN. 6. STOCKHOLDER PROPOSAL REGARDING THE OWNERSHIP THRESHOLD FOR CALLING SPECIAL MEETINGS OF STOCKHOLDERS. 7. STOCKHOLDER PROPOSAL REGARDING A REPORT ON EXECUTIVE PAY. 8. STOCKHOLDER PROPOSAL REGARDING A REPORT ON RENEWABLE ENERGY TARGETS. | For For For For For For For For For For For For For For 1 Year For Against Against Against | For For For For For For For For For For For For For For 1 Year For Against Against Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Stockholder Stockholder Stockholder |
SKYWORKS SOLUTIONS, INC. 83088M-102 May 10, 2017 | 1A. ELECTION OF DIRECTOR: DAVID J. ALDRICH 1B. ELECTION OF DIRECTOR: KEVIN L. BEEBE 1C. ELECTION OF DIRECTOR: TIMOTHY R. FUREY 1D. ELECTION OF DIRECTOR: LIAM K. GRIFFIN 1E. ELECTION OF DIRECTOR: BALAKRISHNAN S. IYER 1F. ELECTION OF DIRECTOR: CHRISTINE KING 1G. ELECTION OF DIRECTOR: DAVID P. MCGLADE 1H. ELECTION OF DIRECTOR: DAVID J. MCLACHLAN 1I. ELECTION OF DIRECTOR: ROBERT A. SCHRIESHEIM 2. TO RATIFY THE SELECTION BY THE COMPANY'S AUDIT COMMITTEE OF KPMG ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE COMPANY'S PROXY STATEMENT. 4. TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. | For For For For For For For For For For For 1 Year | For For For For For For For For For For For 1 Year | Management Management Management Management Management Management Management Management Management Management Management Management |
DISCOVER FINANCIAL SERVICES 254709-108 May 11, 2017 | 1A. ELECTION OF DIRECTOR: JEFFREY S. ARONIN 1B. ELECTION OF DIRECTOR: MARY K. BUSH 1C. ELECTION OF DIRECTOR: GREGORY C. CASE 1D. ELECTION OF DIRECTOR: CANDACE H. DUNCAN 1E. ELECTION OF DIRECTOR: JOSEPH F. EAZOR 1F. ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN 1G. ELECTION OF DIRECTOR: RICHARD H. LENNY 1H. ELECTION OF DIRECTOR: THOMAS G. MAHERAS 1I. ELECTION OF DIRECTOR: MICHAEL H. MOSKOW 1J. ELECTION OF DIRECTOR: DAVID W. NELMS 1K. ELECTION OF DIRECTOR: MARK A. THIERER 1.L. ELECTION OF DIRECTOR: LAWRENCE A. WEINBACH 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. 4. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | For For For For For For For For For For For For For 1 Year For | For For For For For For For For For For For For For 1 Year For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
NUCOR CORPORATION 670346-105 May 11, 2017 | 1. DIRECTOR 1) PATRICK J. DEMPSEY 2) JOHN J. FERRIOLA 3) GREGORY J. HAYES 4) VICTORIA F. HAYNES PH.D. 5) BERNARD L. KASRIEL 6) CHRISTOPHER J. KEARNEY 7) LAURETTE T. KOELLNER 8) JOHN H. WALKER 2. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017 3. APPROVAL, ON AN ADVISORY BASIS, OF NUCOR'S NAMED EXECUTIVE OFFICER COMPENSATION IN 2016 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NUCOR'S NAMED EXECUTIVE OFFICER COMPENSATION 5. STOCKHOLDER PROPOSAL REGARDING NUCOR'S LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 6. STOCKHOLDER PROPOSAL REGARDING GREENHOUSE GAS (GHG) EMISSIONS | For All For For 3 Years Against Against | For All For For 3 Years Against Against | Management Management Management Management Stockholder Stockholder |
OCCIDENTAL PETROLEUM CORPORATION 674599-105 May 12, 2017 | 1A. ELECTION OF DIRECTOR: SPENCER ABRAHAM 1B. ELECTION OF DIRECTOR: HOWARD I. ATKINS 1C. ELECTION OF DIRECTOR: EUGENE L. BATCHELDER 1D. ELECTION OF DIRECTOR: JOHN E. FEICK 1E. ELECTION OF DIRECTOR: MARGARET M. FORAN 1F. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ 1G. ELECTION OF DIRECTOR: VICKI HOLLUB 1H. ELECTION OF DIRECTOR: WILLIAM R. KLESSE 1I. ELECTION OF DIRECTOR: JACK B. MOORE 1J. ELECTION OF DIRECTOR: AVEDICK B. POLADIAN 1K. ELECTION OF DIRECTOR: ELISSE B. WALTER 2. ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES APPROVING EXECUTIVE COMPENSATION 4. RATIFICATION OF SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS 5. CLIMATE CHANGE ASSESSMENT REPORT 6. LOWER THRESHOLD TO CALL SPECIAL SHAREOWNER MEETINGS 7. METHANE EMISSIONS AND FLARING TARGETS 8. POLITICAL CONTRIBUTIONS AND EXPENDITURES REPORT | For For For For For For For For For For For For 1 Year For Against Against Against Against | For For For For For For For For For For For For 1 Year For Against Against Against Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Shareholder Shareholder Shareholder Shareholder |
ZIMMER BIOMET HOLDINGS, INC. 98956P-102 May 12, 2017 | 1A. ELECTION OF DIRECTOR: CHRISTOPHER B. BEGLEY 1B. ELECTION OF DIRECTOR: BETSY J. BERNARD 1C. ELECTION OF DIRECTOR: GAIL K. BOUDREAUX 1D. ELECTION OF DIRECTOR: DAVID C. DVORAK 1E. ELECTION OF DIRECTOR: MICHAEL J. FARRELL 1F. ELECTION OF DIRECTOR: LARRY C. GLASSCOCK 1G. ELECTION OF DIRECTOR: ROBERT A. HAGEMANN 1H. ELECTION OF DIRECTOR: ARTHUR J. HIGGINS 1I. ELECTION OF DIRECTOR: MICHAEL W. MICHELSON 1J. ELECTION OF DIRECTOR: CECIL B. PICKETT, PH.D. 1K. ELECTION OF DIRECTOR: JEFFREY K. RHODES 2. RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (SAY ON PAY) 4. ADVISORY VOTE ON THE FREQUENCY OF SAY ON PAY VOTES | For For For For For For For For For For For For For 1 Year | For For For For For For For For For For For For For 1 Year | Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
JPMORGAN CHASE & CO. 46625H-100 May 16, 2017 | 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN 1B. ELECTION OF DIRECTOR: JAMES A. BELL 1C. ELECTION OF DIRECTOR: CRANDALL C. BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE 1E. ELECTION OF DIRECTOR: TODD A. COMBS 1F. ELECTION OF DIRECTOR: JAMES S. CROWN 1G. ELECTION OF DIRECTOR: JAMES DIMON 1H. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN 1I. ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. 1J. ELECTION OF DIRECTOR: MICHAEL A. NEAL 1K. ELECTION OF DIRECTOR: LEE R. RAYMOND 1.L. ELECTION OF DIRECTOR: WILLIAM C. WELDON 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION 3. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 4. ADVISORY VOTE ON FREQUENCY OF ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION 5. INDEPENDENT BOARD CHAIRMAN 6. VESTING FOR GOVERNMENT SERVICE 7. CLAWBACK AMENDMENT 8. GENDER PAY EQUITY 9. HOW VOTES ARE COUNTED 10. SPECIAL SHAREOWNER MEETINGS | For For For For For For For For For For For For For For 1 Year Against Against Against Against Against Against | For For For For For For For For For For For For For For 1 Year Against Against Against Against Against Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Shareholder Shareholder Shareholder Shareholder Shareholder Shareholder |
ANTHEM, INC. 036752-103 May 18, 2017 | 1A. ELECTION OF DIRECTOR: R. KERRY CLARK 1B. ELECTION OF DIRECTOR: ROBERT L. DIXON, JR. 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. 3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 5. TO APPROVE PROPOSED AMENDMENTS TO OUR ARTICLES OF INCORPORATION TO ALLOW SHAREHOLDERS TO AMEND OUR BY-LAWS. 6. TO APPROVE THE 2017 ANTHEM INCENTIVE COMPENSATION PLAN. | For For For For 1 Year For For | For For For For 1 Year For For | Management Management Management Management Management Management Management |
MOHAWK INDUSTRIES, INC. 608190-104 May 18, 2017 | 1.1 ELECTION OF DIRECTOR: MR. ILL 1.2 ELECTION OF DIRECTOR: MR. LORBERBAUM 1.3 ELECTION OF DIRECTOR: DR. SMITH BOGART 2. THE RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION, AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 5. APPROVAL OF MOHAWK INDUSTRIES, INC. 2017 INCENTIVE PLAN. | For For For For For 1 Year For | For For For For For 1 Year For | Management Management Management Management Management Management Management |
AMPHENOL CORPORATION 032095-101 May 18, 2017 | 1.1 ELECTION OF DIRECTOR: RONALD P. BADIE 1.2 ELECTION OF DIRECTOR: STANLEY L. CLARK 1.3 ELECTION OF DIRECTOR: DAVID P. FALCK 1.4 ELECTION OF DIRECTOR: EDWARD G. JEPSEN 1.5 ELECTION OF DIRECTOR: MARTIN H. LOEFFLER 1.6 ELECTION OF DIRECTOR: JOHN R. LORD 1.7 ELECTION OF DIRECTOR: R. ADAM NORWITT 1.8 ELECTION OF DIRECTOR: DIANA G. REARDON 2. RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY. 3. ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS. 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS. 5. TO RATIFY AND APPROVE THE 2017 STOCK PURCHASE AND OPTION PLAN FOR KEY EMPLOYEES OF AMPHENOL AND SUBSIDIARIES. | For For For For For For For For For For 1 Year For | For For For For For For For For For For 1 Year For | Management Management Management Management Management Management Management Management Management Management Management Management |
CHUBB LIMITED H1467J-1004 May 18, 2017 | 1 APPROVAL OF THE MANAGEMENT REPORT, STAND ALONE FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS OF CHUBB LIMITED FOR THE YEAR ENDED DECEMBER 31, 2016 2A ALLOCATION OF DISPOSABLE PROFIT 2B DISTRIBUTION OF A DIVIDEND OUT OF LEGAL RESERVES (BY WAY OF RELEASE AND ALLOCATION TO A DIVIDEND RESERVE) 3 DISCHARGE OF THE BOARD OF DIRECTORS 4A ELECTION OF PRICEWATERHOUSECOOPERS AG (ZURICH) AS OUR STATUTORY AUDITOR 4B RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP (UNITED STATES) AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR PURPOSES OF U.S. SECURITIES LAW REPORTING 4C ELECTION OF BDO AG (ZURICH) AS SPECIAL AUDIT FIRM 5A ELECTION OF DIRECTOR: EVAN G. GREENBERG 5B ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ 5C ELECTION OF DIRECTOR: MICHAEL G. ATIEH 5D LECTION OF DIRECTOR: SHEILA P. BURKE 5E ELECTION OF DIRECTOR: JAMES I. CASH 5F ELECTION OF DIRECTOR: MARY CIRILLO 5G ELECTION OF DIRECTOR: MICHAEL P. CONNORS 5H ELECTION OF DIRECTOR: JOHN A. EDWARDSON 5I ELECTION OF DIRECTOR: LEO F. MULLIN 5J ELECTION OF DIRECTOR: KIMBERLY A. ROSS 5K ELECTION OF DIRECTOR: ROBERT W. SCULLY 5L ELECTION OF DIRECTOR: EUGENE B. SHANKS, JR. 5M ELECTION OF DIRECTOR: THEODORE E. SHASTA 5N ELECTION OF DIRECTOR: DAVID H. SIDWELL 5O ELECTION OF DIRECTOR: OLIVIER STEIMER 5P ELECTION OF DIRECTOR: JAMES M. ZIMMERMAN 6 ELECTION OF EVAN G. GREENBERG AS CHAIRMAN OF THE BOARD OF DIRECTORS 7A ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: MICHAEL P. CONNORS 7B ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: MARY CIRILLO 7C ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: ROBERT M. HERNANDEZ 7D ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: ROBERT W. SCULLY 7E ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: JAMES M. ZIMMERMAN 8 ELECTION OF HOMBURGER AG AS INDEPENDENT PROXY 9 APPROVAL OF AMENDED AND RESTATED CHUBB LIMITED EMPLOYEE STOCK PURCHASE PLAN 10A COMPENSATION OF THE BOARD OF DIRECTORS UNTIL THE NEXT ANNUAL GENERAL MEETING 10B COMPENSATION OF EXECUTIVE MANAGEMENT FOR THE NEXT CALENDAR YEAR 11 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION UNDER U.S. SECURITIES LAW REQUIREMENTS 12 ADVISORY VOTE ON FREQUENCY OF SUBMISSION OF THE ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION UNDER U.S. SECURITIES LAW REQUIREMENTS 13 IF A NEW AGENDA ITEM OR A NEW PROPOSAL FOR AN EXISTING AGENDA ITEM IS PUT BEFORE THE MEETING, I/WE HEREBY AUTHORIZE AND INSTRUCT THE INDEPENDENT PROXY TO VOTE AS FOLLOWS: MARK "FOR " TO VOTE IN ACCORDANCE WITH THE POSITION OF OUR BOARD OF DIRECTORS, MARK "AGAINST" TO VOTE AGAINST NEW ITEMS AND PROPOSALS, MARK "ABSTAIN" TO ABSTAIN. | For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For 1 Year For | For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For For 1 Year For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
EQUINIX, INC. 29444U-700 May 31, 2017 | 1. DIRECTOR 1) THOMAS BARTLETT 2) NANCI CALDWELL 3) GARY HROMADKO 4) JOHN HUGHES 5) SCOTT KRIENS 6) WILLIAM LUBY 7) IRVING LYONS, III 8) CHRISTOPHER PAISLEY 9) STEPHEN SMITH 10) PETER VAN CAMP 2. TO APPROVE BY A NON-BINDING ADVISORY VOTE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. TO APPROVE BY A NON-BINDING ADVISORY VOTE THE FREQUENCY OF STOCKHOLDER NON-BINDING ADVISORY VOTES ON THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. 4. TO APPROVE LONG-TERM INCENTIVE PERFORMANCE TERMS FOR CERTAIN OF OUR EXECUTIVES, PURSUANT TO SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. | For All For 1 Year For For | For All Against 1 Year Against For | Management Management Management Management Management |
FACEBOOK, INC. 30303M-102 June 1, 2017 | 1. DIRECTOR 1) MARK L. ANDREESSEN 2) ERSKINE B. BOWLES 3) SUSAN D. DESMOND-HELLMANN 4) REED HASTINGS 5) JAN KOUM 6) SHERYL K. SANDBERG 7) PETER A. THIEL 8) MARK ZUCKERBERG 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS FACEBOOK, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. 3. A STOCKHOLDER PROPOSAL REGARDING CHANGE IN STOCKHOLDER VOTING. 4. A STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT. 5. A STOCKHOLDER PROPOSAL REGARDING FALSE NEWS. 6. A STOCKHOLDER PROPOSAL REGARDING A GENDER PAY EQUITY REPORT. 7. A STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIR. | For All For Against Against Against Against Against | For All For Against Against Against Against Against | Management Management Stockholder Stockholder Stockholder Stockholder Stockholder |
METLIFE, INC. 59156R-108 June 13, 2017 | 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE 1B. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ 1C. ELECTION OF DIRECTOR: DAVID L. HERZOG 1D. ELECTION OF DIRECTOR: R. GLENN HUBBARD, PH.D. 1E. ELECTION OF DIRECTOR: STEVEN A. KANDARIAN 1F. ELECTION OF DIRECTOR: ALFRED F. KELLY, JR. 1G. ELECTION OF DIRECTOR: EDWARD J. KELLY, III 1H. ELECTION OF DIRECTOR: WILLIAM E. KENNARD 1I. ELECTION OF DIRECTOR: JAMES M. KILTS 1J. ELECTION OF DIRECTOR: CATHERINE R. KINNEY 1K. ELECTION OF DIRECTOR: DENISE M. MORRISON 2. RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2017 3. ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 5. SHAREHOLDER PROPOSAL TO REDUCE THE OWNERSHIP REQUIRED FOR SHAREHOLDERS TO CALL A SPECIAL MEETING | For For For For For For For For For For For For For 1 Year Against | For For For For For For For For For For For For For 1 Year Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Shareholder |
THE KROGER CO. 501044-101 June 22, 2017 | 1A. ELECTION OF DIRECTOR: NORA A. AUFREITER 1B. ELECTION OF DIRECTOR: ROBERT D. BEYER 1C. ELECTION OF DIRECTOR: ANNE GATES 1D. ELECTION OF DIRECTOR: SUSAN J. KROPF 1E. ELECTION OF DIRECTOR: W. RODNEY MCMULLEN 1F. ELECTION OF DIRECTOR: JORGE P. MONTOYA 1G. ELECTION OF DIRECTOR: CLYDE R. MOORE 1H. ELECTION OF DIRECTOR: JAMES A. RUNDE 1I. ELECTION OF DIRECTOR: RONALD L. SARGENT 1J. ELECTION OF DIRECTOR: BOBBY S. SHACKOULS 1K. ELECTION OF DIRECTOR: MARK S. SUTTON 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 3. ADVISORY VOTE TO SELECT THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 4. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP, AS AUDITORS. 5. A SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO ISSUE A REPORT ASSESSING THE ENVIRONMENTAL IMPACTS OF USING UNRECYCLABLE PACKAGING FOR PRIVATE LABEL BRANDS. 6. A SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO ISSUE A REPORT ASSESSING THE CLIMATE BENEFITS AND FEASIBILITY OF ADOPTING ENTERPRISE-WIDE, QUANTITATIVE, TIME BOUND TARGETS FOR INCREASING RENEWABLE ENERGY SOURCING. 7. A SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO ISSUE A REPORT PROVIDING QUANTITATIVE METRICS ON SUPPLY CHAIN IMPACTS ON DEFORESTATION, INCLUDING PROGRESS ON TIME BOUND GOALS FOR REDUCING SUCH IMPACTS. 8. A SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO ADOPT A POLICY AND AMEND THE BYLAWS AS NECESSARY TO REQUIRE THE CHAIR OF THE BOARD TO BE INDEPENDENT. | For For For For For For For For For For For For 1 Year For Against Against Against Against | For For For For For For For For For For For For 1 Year For Against Against Against Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Shareholder Shareholder Shareholder Shareholder |
DELTA AIR LINES, INC. 247361-702 June 30, 2017 | 1A. ELECTION OF DIRECTOR: EDWARD H. BASTIAN 1B. ELECTION OF DIRECTOR: FRANCIS S. BLAKE 1C. ELECTION OF DIRECTOR: DANIEL A. CARP 1D. ELECTION OF DIRECTOR: DAVID G. DEWALT 1E. ELECTION OF DIRECTOR: WILLIAM H. EASTER III 1F. ELECTION OF DIRECTOR: MICKEY P. FORET 1G. ELECTION OF DIRECTOR: JEANNE P. JACKSON 1H. ELECTION OF DIRECTOR: GEORGE N. MATTSON 1I. ELECTION OF DIRECTOR: DOUGLAS R. RALPH 1J. ELECTION OF DIRECTOR: SERGIO A.L. RIAL 1K. ELECTION OF DIRECTOR: KATHY N. WALLER 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF DELTA'S NAMED EXECUTIVE OFFICERS. 3. TO RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS DELTA'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2017. | For For For For For For For For For For For For 1 Year For | For For For For For For For For For For For For 1 Year For | Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
BAKER HUGHES INCORPORATED 057224-107 June 30, 2017 | 1. A PROPOSAL TO ADOPT THE TRANSACTION AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 30, 2016, AS AMENDED BY THE AMENDMENT TO TRANSACTION AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 27, 2017, AMONG GENERAL ELECTRIC COMPANY, BAKER HUGHES INCORPORATED ("BAKER HUGHES") AND CERTAIN SUBSIDIARIES OF BAKER HUGHES (THE "TRANSACTION AGREEMENT") AND THEREBY APPROVE THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING THE MERGERS (AS DEFINED THEREIN) (THE "TRANSACTIONS"). 2. A PROPOSAL TO ADJOURN BAKER HUGHES' SPECIAL MEETING IF BAKER HUGHES DETERMINES IT IS NECESSARY OR ADVISABLE TO PERMIT FURTHER SOLICITATION OF PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE TRANSACTION AGREEMENT. 3. A PROPOSAL TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO BAKER HUGHES' NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE TRANSACTIONS. 4. A PROPOSAL TO APPROVE AND ADOPT THE BEAR NEWCO, INC. 2017 LONG-TERM INCENTIVE PLAN. 5. A PROPOSAL TO APPROVE THE MATERIAL TERMS OF THE EXECUTIVE OFFICER PERFORMANCE GOALS. | For For For For For | For For For For For | Management Management Management Management Management |
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.
Manor Investment Funds
By /s/Daniel A. Morris
* /s/Daniel A. Morris
President
Date: August 21, 2017
*Print the name and title of each signing officer under his or her signature.