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Arbitrage Funds

Filed: 18 Aug 16, 8:00pm

 

 

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:  811-09815

 

THE ARBITRAGE FUNDS

(exact name of registrant as specified in charter)

 

41 Madison Avenue, 42nd Floor, New York, NY 10010

(Address of principal executive offices) (Zip code)

 

John S. Orrico

Water Island Capital, LLC

41 Madison Avenue

42nd Floor

New York, NY 10010

(Name and address of agent for service)

 

Registrant’s Telephone Number, including Area Code:  917-475-9252

 

Date of fiscal year end:  May 31

 

Date of reporting period:  July 1, 2015 - June 30, 2016

 

 

 



 

Item 1 – Proxy Voting Record.

 



 

THE ARBITRAGE FUND

 

Investment Company Report

 

KRAFT FOODS GROUP, INC.

 

Security

50076Q106

Meeting Type

Special

Ticker Symbol

KRFT

Meeting Date

01-Jul-2015

ISIN

US50076Q1067

Agenda

934242265 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

A PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 24, 2015, AMONG H.J. HEINZ HOLDING CORPORATION, KITE MERGER SUB CORP., KITE MERGER SUB LLC AND KRAFT FOODS GROUP, INC. (THE “MERGER AGREEMENT”).

 

Management

 

For

 

For

 

2.

 

A PROPOSAL TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION THAT MAY BECOME PAYABLE TO KRAFT FOODS GROUP, INC.’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER OF KITE MERGER SUB CORP. WITH AND INTO KRAFT FOODS GROUP, INC.

 

Management

 

For

 

For

 

3.

 

A PROPOSAL TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING OF SHAREHOLDERS OF KRAFT FOODS GROUP, INC., IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE PROPOSAL RELATED TO THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

CATAMARAN CORPORATION

 

Security

148887102

Meeting Type

Special

Ticker Symbol

CTRX

Meeting Date

14-Jul-2015

ISIN

CA1488871023

Agenda

934250553 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO CONSIDER AND VOTE UPON A PROPOSAL TO  APPROVE THE SPECIAL RESOLUTION SET FORTH IN THE PROXY CIRCULAR AND PROXY STATEMENT (THE “ARRANGEMENT RESOLUTION”) APPROVING AN ARRANGEMENT UNDER SECTION 195 OF THE BUSINESS CORPORATIONS ACT (YUKON) (THE “ARRANGEMENT”), CONTEMPLATED BY THE ARRANGEMENT AGREEMENT, DATED AS OF MARCH 29, 2015, BY AND AMONG CATAMARAN CORPORATION (“CATAMARAN”), UNITEDHEALTH GROUP INCORPORATED, A CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA, USA ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO  APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO CATAMARAN’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE ARRANGEMENT.

 

Management

 

For

 

For

 

3.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO  ADJOURN THE SPECIAL MEETING TO ANOTHER  PLACE, DATE OR TIME IF NECESSARY OR APPROPRIATE, TO THE EXTENT PERMITTED BY THE  ARRANGEMENT AGREEMENT, INCLUDING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE ARRANGEMENT RESOLUTION IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE ARRANGEMENT RESOLUTION.

 

Management

 

For

 

For

 

 



 

ROSETTA RESOURCES, INC.

 

Security

777779307

Meeting Type

Special

Ticker Symbol

ROSE

Meeting Date

20-Jul-2015

ISIN

US7777793073

Agenda

934254119 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 10, 2015 (THE “MERGER AGREEMENT”), BY AND AMONG NOBLE ENERGY, INC., BLUEBONNET MERGER SUB INC. AND ROSETTA RESOURCES INC. (“ROSETTA”).

 

Management

 

For

 

For

 

2.

 

TO APPROVE THE ADJOURNMENT OF THE ROSETTA SPECIAL MEETING, IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE ROSETTA SPECIAL MEETING.

 

Management

 

For

 

For

 

3.

 

TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, PAYMENTS THAT WILL OR MAY BE PAID BY ROSETTA TO ITS NAMED EXECUTIVES IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

 

RTI INTERNATIONAL METALS, INC.

 

Security

74973W107

Meeting Type

Annual

Ticker Symbol

RTI

Meeting Date

21-Jul-2015

ISIN

US74973W1071

Agenda

934254626 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1                      DANIEL I. BOOKER

 

 

 

For

 

For

 

 

 

2                      RONALD L. GALLATIN

 

 

 

For

 

For

 

 

 

3                      ROBERT M. HERNANDEZ

 

 

 

For

 

For

 

 

 

4                      DAVID P. HESS

 

 

 

For

 

For

 

 

 

5                      DAWNE S. HICKTON

 

 

 

For

 

For

 

 

 

6                      EDITH E. HOLIDAY

 

 

 

For

 

For

 

 

 

7                      JERRY HOWARD

 

 

 

For

 

For

 

 

 

8                      JAMES A. WILLIAMS

 

 

 

For

 

For

 

 

 

9                      ARTHUR B. WINKLEBLACK

 

 

 

For

 

For

 

2.

 

ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 8, 2015, BY AND AMONG RTI INTERNATIONAL METALS, INC., ALCOA INC. AND RANGER OHIO CORPORATION AND THEREBY APPROVE THE MERGER.

 

Management

 

For

 

For

 

3.

 

RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015.

 

Management

 

For

 

For

 

4.

 

ADVISORY APPROVAL OF COMPENSATION OF NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

5.

 

ADVISORY APPROVAL OF THE MERGER-RELATED COMPENSATION OF NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

6.

 

ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

EXCEL TRUST INC.

 

Security

30068C109

Meeting Type

Special

Ticker Symbol

EXL

Meeting Date

28-Jul-2015

ISIN

US30068C1099

Agenda

934247253 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE MERGER OF EXCEL TRUST, INC. WITH AND INTO BRE RETAIL CENTERS CORP, AND THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 9, 2015 AND AS MAY BE AMENDED FROM TIME TO TIME, AMONG EXCEL TRUST, INC., BRE RETAIL CENTERS HOLDINGS LP, BRE RETAIL CENTERS CORP, BRE RETAIL CENTERS LP AND EXCEL TRUST, L.P.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO OUR NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER.

 

Management

 

For

 

For

 

3.

 

TO APPROVE ANY ADJOURNMENTS OF THE SPECIAL MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE SPECIAL MEETING TO APPROVE THE MERGER AND THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

PALL CORPORATION

 

Security

696429307

Meeting Type

Special

Ticker Symbol

PLL

Meeting Date

28-Jul-2015

ISIN

US6964293079

Agenda

934256884 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF 5/12/15 (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”), AMONG PALL CORPORATION, A NEW YORK CORP- ORATION (“PALL”), DANAHER CORPORATION, A DELAWARE CORPORATION (“DANAHER”), AND PENTAGON MERGER SUB, INC., A NEW YORK CORPORATION AND AN INDIRECT WHOLLY OWNED SUBSIDIARY OF DANAHER.

 

Management

 

For

 

For

 

02

 

THE PROPOSAL TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE SPECIFIED COMPENSATION ARRANGEMENTS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT THAT WILL OR MAY BECOME PAYABLE TO PALL’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

03

 

THE PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE PALL BOARD OF DIRECTORS, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

ANITE PLC, SLOUGH

 

Security

G2508A103

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

30-Jul-2015

ISIN

GB00B3KHXB36

Agenda

706310656 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.

 

Non-Voting

 

 

 

 

 

1

 

TO APPROVE THE SCHEME OF ARRANGEMENT CONTAINED IN THE CIRCULAR DATED THE 6TH OF JULY 2015

 

Management

 

For

 

For

 

 

ANITE PLC, SLOUGH

 

Security

G2508A103

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

30-Jul-2015

ISIN

GB00B3KHXB36

Agenda

706310668 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO GIVE EFFECT TO THE SCHEME, AS SET OUT IN THE NOTICE OF GENERAL MEETING, INCLUDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

 

Management

 

For

 

For

 

 



 

PARTNERRE LTD.

 

Security

G6852T105

Meeting Type

Contested-Special

Ticker Symbol

PRE

Meeting Date

03-Aug-2015

ISIN

BMG6852T1053

Agenda

934243774 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO APPROVE AND ADOPT THE AMALGAMATION AGREEMENT, THE STATUTORY AMALGAMATION AGREEMENT AND THE AMALGAMATION.

 

Management

 

Against

 

Against

 

2.

 

TO CONSIDER AND VOTE ON THE PROPOSAL, ON AN ADVISORY (NON-BINDING) BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO PARTNERRE’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE AMALGAMATION.

 

Management

 

Against

 

Against

 

3.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN THE PARTNERRE SPECIAL GENERAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES, IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE AMALGAMATION PROPOSAL AT SUCH SPECIAL GENERAL MEETING.

 

Management

 

Against

 

Against

 

 

PARTNERRE LTD.

 

Security

G6852T105

Meeting Type

Contested-Special

Ticker Symbol

PRE

Meeting Date

03-Aug-2015

ISIN

BMG6852T1053

Agenda

934244865 - Opposition

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO CONSIDER AND VOTE ON THE PROPOSAL AND ADOPT THE AMALGAMATION AGREEMENT, THE STATUTORY AMALGAMATION AGREEMENT AND THE AMALGAMATION.

 

Management

 

 

 

 

 

2.

 

TO CONSIDER AND VOTE ON THE PROPOSAL, ON AN ADVISORY (NON-BINDING) BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO PARTNERRE’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE AMALGAMATION.

 

Management

 

 

 

 

 

3.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN THE PARTNERRE SPECIAL GENERAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES, IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE AMALGAMATION PROPOSAL AT SUCH SPECIAL GENERAL MEETING.

 

Management

 

 

 

 

 

 



 

MICREL, INCORPORATED

 

Security

594793101

Meeting Type

Special

Ticker Symbol

MCRL

Meeting Date

03-Aug-2015

ISIN

US5947931011

Agenda

934257696 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 7, 2015, AS IT MAY BE AMENDED FROM TIME TO TIME (THE “MERGER AGREEMENT”), BY AND AMONG MICROCHIP TECHNOLOGY INCORPORATED, MAMBO ACQUISITION CORP., MAMBO ACQUISITION LLC AND MICREL, INCORPORATED.

 

Management

 

For

 

For

 

2.

 

TO ADJOURN THE MICREL SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE SUCH PROPOSAL.

 

Management

 

For

 

For

 

3.

 

TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO MICREL’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE.

 

Management

 

For

 

For

 

 

ASSOCIATED ESTATES REALTY CORPORATION

 

Security

045604105

Meeting Type

Special

Ticker Symbol

AEC

Meeting Date

05-Aug-2015

ISIN

US0456041054

Agenda

934256644 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED APRIL 22, 2015, AMONG BSREP II ARIES POOLING LLC (“PARENT”), BSREP II ARIES DE MERGER SUB INC. AND ASSOCIATED ESTATES REALTY CORPORATION (THE “COMPANY”). IF THE MERGER AGREEMENT IS ADOPTED AND THE MERGER IS COMPLETED, THE COMPANY WILL BECOME A WHOLLY OWNED SUBSIDIARY OF ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION TO BE PAID TO ASSOCIATED ESTATES’ NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER.

 

Management

 

For

 

For

 

3.

 

TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

COLT GROUP SA, LUXEMBOURG

 

Security

L18842101

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

11-Aug-2015

ISIN

LU0253815640

Agenda

706316660 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO HEREBY: (1) APPROVE (I) THE AMENDMENT OF THE RELATIONSHIP AGREEMENT TO REMOVE CLAUSE 6 THEREOF AND PERMIT THE ACQUISITION OF SHARES PURSUANT TO THE OFFER, CONDITIONAL UPON THE OFFER BECOMING OR BEING DECLARED WHOLLY UNCONDITIONAL AND (II) THE TERMINATION OF THE RELATIONSHIP AGREEMENT EFFECTIVE AS OF, AND CONDITIONAL UPON, DELISTING AND (2) DIRECT THE BOARD OF DIRECTORS TO TAKE ALL ACTIONS NECESSARY OR DEEMED APPROPRIATE AND REQUESTED BY BIDCO IN ORDER TO EFFECT SUCH AMENDMENT AND TERMINATION

 

Management

 

For

 

For

 

2

 

TO HEREBY:1. AUTHORISE, CONDITIONAL UPON DELISTING, THE ACQUISITION OF COLT SHARES BY THE COMPANY (OR ITS SUBSIDIARIES) (AS DETERMINED BY THE BOARD OF DIRECTORS) UP TO A MAXIMUM OF 20% OF THE ISSUED AND OUTSTANDING SHARE CAPITAL OF THE COMPANY (BEING UP TO 179,330,738 COLT SHARES) AT A PRICE PER COLT SHARE CORRESPONDING TO THE OFFER PRICE, IN ONE OR MORE INSTALMENTS DURING A PERIOD ENDING ON 11 FEBRUARY 2016 AT MIDNIGHT (24.00 H) (LUXEMBOURG TIME); SUCH ACQUISITIONS BEING AUTHORISED TO BE MADE IN ANY MANNER INCLUDING WITHOUT LIMITATION, BY TENDER OR OTHER OFFER(S), BUYBACK PROGRAM(S) OR IN PRIVATELY NEGOTIATED TRANSACTIONS OR IN ANY OTHER MANNER AS DETERMINED BY THE BOARD OF DIRECTORS INCLUDING TRANSACTIONS HAVING THE SAME OR SIMILAR ECONOMIC EFFECT AS AN ACQUISITION, AS DETERMINED BY THE BOARD OF DIRECTORS; 2. AUTHORISE THAT ANY SHARES ACQUIRED PURSUANT TO THIS RESOLUTION MAY BE HELD IN TREASURY BY THE COMPANY (OR ITS SUBSIDIARIES) WITH THE POSSIBILITY FOR SUCH ACQUIRED COLT SHARES TO BE TRANSFERRED OR SOLD (INCLUDING, WITHOUT LIMITATION, TRANSFER OR SALE TO BIDCO OR ANY OF ITS AFFILIATES IN SETTLEMENT OF ANY OUTSTANDING LOANS); 3. DECIDE TO REDUCE THE ISSUED SHARE CAPITAL OF THE COMPANY BY A MAXIMUM AMOUNT OF EUR 89,665,369 (BEING 20% OF THE ISSUED AND OUTSTANDING SHARE CAPITAL OF THE COMPANY) BY THE CANCELLATION, IN ONE OR MORE INSTALMENTS, OF A MAXIMUM OF UP TO 179,330,738 COLT SHARES ACQUIRED BY THE COMPANY (OR ITS SUBSIDIARIES) PURSUANT TO THIS RESOLUTION WITHIN A PERIOD ENDING ON 15 FEBRUARY 2016, TO DELEGATE POWER TO AND TO AUTHORISE, (THE BOARD OF DIRECTORS TO DETERMINE THE FINAL AMOUNT OF THE SHARE CAPITAL REDUCTION AND NUMBER OF COLT SHARES TO BE CANCELLED (IF ANY) WITHIN THE MAXIMUM DECIDED BY THE GENERAL MEETING OF SHAREHOLDERS, TO IMPLEMENT THE CANCELLATION OF SHARES AND REDUCTION OF SHARE CAPITAL IF DEEMED FIT, TO CAUSE THE SHARE CAPITAL REDUCTION AND CANCELLATION OF SHARES AND THE CONSEQUENTIAL AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY TO BE RECORDED BY WAY OF NOTARIAL DEED, AND GENERALLY TO TAKE ANY STEPS, ACTIONS OR FORMALITIES AS APPROPRIATE OR USEFUL TO IMPLEMENT SUCH CANCELLATION

 

Management

 

For

 

For

 

CMMT

 

21 JUL 2015: DELETION OF COMMENT

 

Non-Voting

 

 

 

 

 

CMMT

 

21 JUL 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO DELETION OF COMMENT. I-F YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DEC-IDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 



 

QUALITY DISTRIBUTION, INC.

 

Security

74756M102

Meeting Type

Special

Ticker Symbol

QLTY

Meeting Date

17-Aug-2015

ISIN

US74756M1027

Agenda

934262938 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 6, 2015 (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”), BY AND AMONG QUALITY DISTRIBUTION, INC., GRUDEN ACQUISITION, INC. AND GRUDEN MERGER SUB, INC.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO OUR NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT (THE “MERGER”).

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE PROPOSAL TO ADJOURN THE SPECIAL MEETING FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE TO, AMONG OTHER THINGS, SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

REGAL LIFESTYLE COMMUNITIES INC.

 

Security

75882T101

Meeting Type

Special

Ticker Symbol

RLIFF

Meeting Date

18-Aug-2015

ISIN

CA75882T1012

Agenda

934262572 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

TO CONSIDER AND, IF THOUGHT ADVISABLE, APPROVE WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX B TO THE MANAGEMENT INFORMATION CIRCULAR OF REGAL LIFESTYLE COMMUNITIES INC. (“REGAL”) DATED JULY 14, 2015 (THE “INFORMATION CIRCULAR”), APPROVING AN ARRANGEMENT UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO) MADE IN ACCORDANCE WITH THE ARRANGEMENT AGREEMENT DATED AS OF JUNE 17, 2015 AMONG REGAL, HCN-REVERA JOINT VENTURE ULC, REVERA INC. AND HEALTH CARE REIT, INC.

 

Management

 

For

 

For

 

 



 

OMNICARE, INC.

 

Security

681904108

Meeting Type

Special

Ticker Symbol

OCR

Meeting Date

18-Aug-2015

ISIN

US6819041087

Agenda

934263702 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 20, 2015, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG OMNICARE, INC., A DELAWARE CORPORATION, CVS PHARMACY, INC., A RHODE ISLAND CORPORATION, AND TREE MERGER SUB, INC., A DELAWARE CORPORATION AND WHOLLY OWNED SUBSIDIARY OF CVS ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR ADVISABLE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

3.

 

TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE “GOLDEN PARACHUTE” COMPENSATION THAT MAY BE PAYABLE TO OMNICARE’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER.

 

Management

 

For

 

For

 

 

ANN INC.

 

Security

035623107

Meeting Type

Special

Ticker Symbol

ANN

Meeting Date

19-Aug-2015

ISIN

US0356231078

Agenda

934263675 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 17, 2015, BY AND AMONG ANN INC., ASCENA RETAIL GROUP, INC. AND AVIAN ACQUISITION CORP. (THE “MERGER AGREEMENT”).

 

Management

 

For

 

For

 

2.

 

PROPOSAL TO APPROVE, BY ADVISORY (NON- BINDING) VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR ANN’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

3.

 

PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.

 

Management

 

For

 

For

 

 



 

SIRIUS RESOURCES NL, WEST PERTH WA

 

Security

Q8511D157

Meeting Type

Scheme Meeting

Ticker Symbol

 

Meeting Date

03-Sep-2015

ISIN

AU000000SIR2

Agenda

706350523 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

THAT, PURSUANT TO AND IN ACCORDANCE WITH SECTION 411 OF THE CORPORATIONS ACT, THE DEMERGER SCHEME, THE TERMS OF WHICH ARE CONTAINED IN AND MORE PARTICULARLY DESCRIBED IN THE DEMERGER SCHEME BOOKLET (OF WHICH THIS NOTICE OF DEMERGER SCHEME MEETING FORMS PART) IS APPROVED (WITH OR WITHOUT MODIFICATION AS APPROVED BY THE COURT)

 

Management

 

For

 

For

 

CMMT

 

04 AUG 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING TYPE-AND MODIFICATION IN TEXT OF RESOLUTION 1. IF YOU HAVE ALREADY SENT IN YOUR VO-TES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUC-TIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 

SIRIUS RESOURCES NL, WEST PERTH WA

 

Security

Q8511D157

Meeting Type

Scheme Meeting

Ticker Symbol

 

Meeting Date

03-Sep-2015

ISIN

AU000000SIR2

Agenda

706350573 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

THAT, PURSUANT TO AND IN ACCORDANCE WITH SECTION 411 OF THE CORPORATIONS ACT, THE ACQUISITION SCHEME, THE TERMS OF WHICH ARE CONTAINED IN AND MORE PARTICULARLY DESCRIBED IN THE ACQUISITION SCHEME BOOKLET (OF WHICH THIS NOTICE OF ACQUISITION SCHEME MEETING FORMS PART) IS APPROVED (WITH OR WITHOUT MODIFICATION AS APPROVED BY THE COURT TO WHICH SIRIUS AND IGO AGREE)

 

Management

 

For

 

For

 

CMMT

 

04 AUG 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE TE-XT OF RESOLUTION 1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 

SIRIUS RESOURCES NL, WEST PERTH WA

 

Security

Q8511D157

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

03-Sep-2015

ISIN

AU000000SIR2

Agenda

706351195 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

THAT, SUBJECT TO AND CONDITIONAL ON THE DEMERGER SCHEME BECOMING EFFECTIVE AND FOR THE PURPOSES OF SECTION 256C(I) OF THE CORPORATIONS ACT APPROVAL BE GIVEN FOR: (A) THE SHARE CAPITAL OF SIRIUS BE REDUCED ON THE DEMERGER IMPLEMENTATION DATE BY AN AMOUNT EQUAL TO THE BOOK VALUE OF 100% OF THE SHARES ON ISSUE IN S2 RESOURCES, BEING AUD31.6 MILLION, SUCH AMOUNT, SUBJECT TO PARAGRAPH (B), TO BE DISTRIBUTED BY SIRIUS TO THE HOLDERS OF ALL THE SIRIUS SHARES ON THE RECORD DATE, ON THE BASIS OF AN EQUAL AMOUNT FOR EACH SIRIUS SHARE HELD BY SUCH HOLDER ON THAT DATE; AND (B) SIRIUS’ OBLIGATIONS UNDER PARAGRAPH (A) ARE TO BE SATISFIED BY SIRIUS APPLYING THE AMOUNT TO BE DISTRIBUTED TO EACH HOLDER OF SIRIUS SHARES THEREUNDER IN ACCORDANCE WITH THE PROVISIONS OF THE DEMERGER SCHEME

 

Management

 

For

 

For

 

CMMT

 

05 AUG 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE TE-XT OF RESOLUTION 1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 



 

XOOM CORPORATION

 

Security

98419Q101

Meeting Type

Special

Ticker Symbol

XOOM

Meeting Date

04-Sep-2015

ISIN

US98419Q1013

Agenda

934268372 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 1, 2015 AMONG XOOM CORPORATION (“XOOM”), PAYPAL, INC., TIMER ACQUISITION CORP. AND PAYPAL HOLDINGS, INC. (SOLELY FOR THE LIMITED PURPOSES OF SECTIONS 1.9 AND 3 OF THE MERGER AGREEMENT), AS IT MAY BE AMENDED FROM TIME TO TIME (THE “MERGER AGREEMENT”).

 

Management

 

For

 

For

 

2.

 

TO APPROVE ONE OR MORE ADJOURNMENTS OR POSTPONEMENTS OF THE XOOM SPECIAL MEETING IF NECESSARY AND TO THE EXTENT PERMITTED BY THE MERGER AGREEMENT TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

AGA RANGEMASTER GROUP PLC, SOLIHULL

 

Security

G0114Z132

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

08-Sep-2015

ISIN

GB00B2QMX606

Agenda

706367681 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO APPROVE THE SCHEME OF ARRANGEMENT CONTAINED IN THE CIRCULAR DATED 17 AUGUST 2015

 

Management

 

For

 

For

 

CMMT

 

PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.

 

Non-Voting

 

 

 

 

 

CMMT

 

19 AUG 2015: PLEASE NOTE THAT ONLY HOLDERS OF SCHEME SHARES ARE ENTITLED TO VO-TE. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

19 AUG 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT. I-F YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DEC-IDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 

AGA RANGEMASTER GROUP PLC, SOLIHULL

 

Security

G0114Z132

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

08-Sep-2015

ISIN

GB00B2QMX606

Agenda

706367693 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO APPROVE THE SPECIAL RESOLUTION FOR THE PURPOSE OF IMPLEMENTING AND GIVING EFFECT TO THE SCHEME OF ARRANGEMENT DATED 17 AUGUST 2015 PROPOSED TO BE MADE BETWEEN THE COMPANY AND THE HOLDERS OF THE SCHEME SHARES, AS DESCRIBED IN THE ACCOMPANYING CIRCULAR TO THE COMPANY’S SHAREHOLDERS SETTING OUT THE SCHEME OF ARRANGEMENT, INCLUDING TO AUTHORIZE THE DIRECTORS OF THE COMPANY TO TAKE ALL ACTIONS FOR CARRYING THE SCHEME OF ARRANGEMENT INTO EFFECT AND TO APPROVE THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

 

Management

 

For

 

For

 

CMMT

 

19 AUG 2015: PLEASE NOTE THAT ONLY HOLDERS OF AGA SHARES ARE ENTITLED TO VOTE.-THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

19 AUG 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT. I-F YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DEC-IDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 



 

ALENT PLC, SURREY

 

Security

G0R24A111

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

09-Sep-2015

ISIN

GB00BQ1XTV39

Agenda

706367706 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT

 

Non-Voting

 

 

 

 

 

1

 

TO APPROVE THE SCHEME

 

Management

 

For

 

For

 

CMMT

 

21 AUG 2015: DELETION OF COMMENT

 

Non-Voting

 

 

 

 

 

CMMT

 

21 AUG 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO DELETION OF COMMENT. I-F YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DEC-IDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 

ALENT PLC, SURREY

 

Security

G0R24A111

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

09-Sep-2015

ISIN

GB00BQ1XTV39

Agenda

706367718 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

THAT 1. FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT DATED 17 AUGUST 2015 (THE “SCHEME”) BETWEEN THE COMPANY AND THE HOLDERS OF THE SCHEME SHARES (AS DEFINED IN THE SCHEME), A PRINT OF WHICH HAS BEEN PRODUCED TO THIS MEETING AND FOR THE PURPOSES OF IDENTIFICATION HAS BEEN SIGNED BY THE CHAIRMAN THEREOF, IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION AGREED BY THE COMPANY, PLATFORM SPECIALTY PRODUCTS CORPORATION (“PLATFORM”) AND MACDERMID PERFORMANCE ACQUISITIONS LTD (“BIDCO”) AND APPROVED OR IMPOSED BY THE COURT, THE DIRECTORS OF THE COMPANY BE AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER CONTD

 

Management

 

For

 

For

 

CONT

 

CONTD NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT AND-2.WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF-ASSOCIATION OF THE COMPANY BE AMENDED ON THE TERMS DESCRIBED IN THE NOTICE OF-THE GENERAL MEETING

 

Non-Voting

 

 

 

 

 

CMMT

 

21 AUG 2015: DELETION OF COMMENT

 

Non-Voting

 

 

 

 

 

CMMT

 

21 AUG 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO DELETION OF COMMENT. I-F YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DEC-IDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 

CHIME COMMUNICATIONS PLC, LONDON

 

Security

G2106G114

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

14-Sep-2015

ISIN

GB00B2QY9355

Agenda

706379838 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

(A) TO AUTHORISE THE DIRECTORS OF THE COMPANY TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND (B) TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY TO PERMIT ANY SHARES ISSUED AFTER THE SCHEME RECORD TIME TO BE TRANSFERRED TO BELL BIDDER LIMITED

 

Management

 

For

 

For

 

 



 

CHIME COMMUNICATIONS PLC, LONDON

 

Security

G2106G114

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

14-Sep-2015

ISIN

GB00B2QY9355

Agenda

706379852 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.

 

Non-Voting

 

 

 

 

 

1

 

FOR THE PURPOSES OF CONSIDERING AND, IF THOUGHT FIT, APPROVING (WITH OR WITHOUT MODIFICATION) THE PROPOSED SCHEME OF ARRANGEMENT (THE “SCHEME”) REFERRED TO IN THE NOTICE CONVENING THE COURT MEETING AND AT SUCH MEETING, OR ANY ADJOURNMENT THEREOF

 

Management

 

For

 

For

 

 

SYNERGY HEALTH PLC

 

Security

G8646U109

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

17-Sep-2015

ISIN

GB0030757263

Agenda

706381744 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO RECEIVE THE COMPANY’S ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 29 MARCH 2015

 

Management

 

For

 

For

 

2

 

TO APPROVE THE DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED 29 MARCH 2015

 

Management

 

For

 

For

 

3

 

TO APPROVE THE DIRECTORS’ REMUNERATION POLICY AS SET OUT IN APPENDIX 1 OF THE NOTICE OF MEETING

 

Management

 

For

 

For

 

4

 

TO APPROVE THE NEW LONG TERM INCENTIVE PLAN (THE 2015 LTIP) THE PRINCIPAL TERMS OF WHICH ARE SET OUT IN APPENDIX 2 OF THE NOTICE OF MEETING

 

Management

 

For

 

For

 

5

 

TO RE-ELECT SIR DUNCAN KIRKBRIDE NICHOL AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

6

 

TO RE-ELECT DR RICHARD MARTIN STEEVES AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

7

 

TO RE-ELECT GAVIN HILL AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

8

 

TO RE-ELECT MRS CONSTANCE FREDERIQUE BAROUDEL AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

9

 

TO RE-ELECT MR JEFFERY FRANCIS HARRIS AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

10

 

TO RE-ELECT DR ADRIAN VINCENT COWARD AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

11

 

TO ELECT MR BRUCE ALLAN EDWARDS AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

12

 

TO RE-APPOINT KPMG LLP AS AUDITORS OF THE COMPANY

 

Management

 

For

 

For

 

13

 

TO AUTHORISE THE DIRECTORS TO DETERMINE THE AUDITORS’ REMUNERATION

 

Management

 

For

 

For

 

14

 

THAT THE COMPANY BE AUTHORISED TO MAKE POLITICAL DONATIONS

 

Management

 

For

 

For

 

15

 

THAT, PURSUANT TO SECTION 551 OF THE COMPANIES ACT 2006, THE DIRECTORS BE AUTHORISED TO ALLOT RELEVANT SECURITIES

 

Management

 

For

 

For

 

16

 

THAT, SUBJECT TO THE PASSING OF RESOLUTION 15 AND PURSUANT TO SECTION 570 OF THE COMPANIES ACT 2006, THE DIRECTORS BE EMPOWERED TO ALLOT EQUITY SECURITIES.

 

Management

 

For

 

For

 

17

 

THAT, PURSUANT TO SECTION 701 OF THE COMPANIES ACT 2006, THE COMPANY BE AUTHORISED TO MAKE MARKET PURCHASES

 

Management

 

For

 

For

 

18

 

THAT A GENERAL MEETING OF THE COMPANY (OTHER THAN AN AGM) MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS’ NOTICE

 

Management

 

For

 

For

 

CMMT

 

25 AUG 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE TE-XT OF RESOLUTION 8. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 



 

FAIVELEY TRANSPORT SA, SAINT DENIS

 

Security

F3438R118

Meeting Type

MIX

Ticker Symbol

 

Meeting Date

18-Sep-2015

ISIN

FR0000053142

Agenda

706348883 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR”-AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.

 

Non-Voting

 

 

 

 

 

CMMT

 

THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE- GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE.

 

Non-Voting

 

 

 

 

 

CMMT

 

02 SEP 2015: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAI-LABLE BY CLICKING ON THE MATERIAL URL LINK: http://www.journal-officiel.gouv.f- r//pdf/2015/0731/201507311504142.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE-TO RECEIPT OF DIVIDEND AMOUNT IN RESOLUTION O.2 AND RECEIPT OF ADDITIONAL URL-LINK: http://www.journal- officiel.gouv.fr//pdf/2015/0902/201509021504430.pdf.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DE- CIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

O.1

 

APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2015

 

Management

 

 

 

 

 

O.2

 

ALLOCATION OF INCOME FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2015: DIVIDENDS OF EUR 0.90 PER SHARE

 

Management

 

 

 

 

 

O.3

 

APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2015

 

Management

 

 

 

 

 

O.4

 

SETTING THE AMOUNT OF ATTENDANCE ALLOWANCES TO BE ALLOCATED TO THE SUPERVISORY BOARD MEMBERS

 

Management

 

 

 

 

 

O.5

 

APPROVAL OF THE OPERATIONS AND AGREEMENTS PURSUANT TO ARTICLES L.225-86 ET SEQ. OF THE COMMERCIAL CODE

 

Management

 

 

 

 

 

O.6

 

RENEWAL OF TERM OF MR. PHILIPPE ALFROID AS SUPERVISORY BOARD MEMBER

 

Management

 

 

 

 

 

O.7

 

RENEWAL OF TERM OF MR. FRANCOIS FAIVELEY AS SUPERVISORY BOARD MEMBER

 

Management

 

 

 

 

 

O.8

 

RENEWAL OF TERM OF MR. DIDIER ALIX AS SUPERVISORY BOARD MEMBER

 

Management

 

 

 

 

 

O.9

 

AUTHORIZATION TO BE GRANTED TO THE EXECUTIVE BOARD TO TRADE IN COMPANY’S SHARES

 

Management

 

 

 

 

 

O.10

 

ADVISORY REVIEW OF THE COMPENSATION OWED OR PAID TO MR. THIERRY BAREL AND MR. STEPHANE RAMBAUD-MEASSON, CHAIRMAN OF THE EXECUTIVE BOARD AND CEO FOR THE 2014/2015 FINANCIAL YEAR

 

Management

 

 

 

 

 

O.11

 

ADVISORY REVIEW OF THE COMPENSATION OWED OR PAID TO MR. GUILLAUME BOUHOURS AND MR. ERWAN FAIVELEY, MEMBERS OF THE EXECUTIVE BOARD FOR THE 2014/2015 FINANCIAL YEAR

 

Management

 

 

 

 

 

E.12

 

DELEGATION OF AUTHORITY TO THE EXECUTIVE BOARD TO CARRY OUT THE ALLOCATION OF SHARES EXISTING OR TO BE ISSUED

 

Management

 

 

 

 

 

E.13

 

DELEGATION OF AUTHORITY TO THE EXECUTIVE BOARD TO INCREASE SHARE CAPITAL WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS VIA A PRIVATE PLACEMENT IN FAVOR OF QUALIFIED INVESTORS OR A LIMITED CIRCLE OF INVESTORS

 

Management

 

 

 

 

 

E.14

 

DELEGATION OF AUTHORITY TO THE EXECUTIVE BOARD TO INCREASE SHARE CAPITAL IN FAVOR OF EMPLOYEES OF THE GROUP

 

Management

 

 

 

 

 

O.E15

 

POWERS TO CARRY OUT ALL LEGAL FORMALITIES

 

Management

 

 

 

 

 

 



 

HCC INSURANCE HOLDINGS, INC.

 

Security

404132102

Meeting Type

Special

Ticker Symbol

HCC

Meeting Date

18-Sep-2015

ISIN

US4041321021

Agenda

934272600 - Management

 

 

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 10, 2015, BY AND AMONG HCC INSURANCE HOLDINGS, INC. (THE “COMPANY”), TOKIO MARINE HOLDINGS, INC. (“TOKIO MARINE”) AND TMGC INVESTMENT (DELAWARE) INC., AN INDIRECT WHOLLY OWNED SUBSIDIARY OF TOKIO MARINE (“MERGER SUB”), AND APPROVE THE MERGER OF MERGER SUB WITH AND INTO THE COMPANY.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING OF STOCKHOLDERS (THE “SPECIAL MEETING OF STOCKHOLDERS”), IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT AND APPROVE THE MERGER.

 

Management

 

For

 

For

 

 

TIME WARNER CABLE INC

 

Security

88732J207

Meeting Type

Special

Ticker Symbol

TWC

Meeting Date

21-Sep-2015

ISIN

US88732J2078

Agenda

934272612 - Management

 

 

 

 

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGERS, DATED AS OF MAY 23, 2015, AS MAY BE AMENDED, AMONG CHARTER COMMUNICATIONS, INC., TIME WARNER CABLE INC. (“TWC”), CCH I, LLC, NINA CORPORATION I, INC., NINA COMPANY II, LLC AND NINA COMPANY III, LLC.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, CERTAIN SPECIFIED COMPENSATION THAT WILL OR MAY BE PAID BY TWC TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

 



 

REMY INTERNATIONAL, INC.

 

Security

75971M108

Meeting Type

Special

Ticker Symbol

REMY

Meeting Date

22-Sep-2015

ISIN

US75971M1080

Agenda

934271848 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 12, 2015, AS IT MAY BE AMENDED FROM TIME TO TIME (THE “MERGER AGREEMENT”), BY AND AMONG REMY INTERNATIONAL, INC., A DELAWARE CORPORATION, BORGWARNER INC., A DELAWARE CORPORATION, AND BAND MERGER SUB, INC., A DELAWARE CORPORATION AND WHOLLY OWNED SUBSIDIARY OF BORGWARNER INC.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

KYTHERA BIOPHARMACEUTICALS, INC.

 

Security

501570105

Meeting Type

Special

Ticker Symbol

KYTH

Meeting Date

28-Sep-2015

ISIN

US5015701056

Agenda

934273551 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVAL OF THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 4, 2015 (AS IT MAY BE FURTHER AMENDED FROM TIME TO TIME), BY AND AMONG ALLERGAN PLC, KETO MERGER SUB, INC. AND KYTHERA BIOPHARMACEUTICALS, INC. (THE “MERGER PROPOSAL”)

 

Management

 

For

 

For

 

2

 

APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING TO ANOTHER DATE AND PLACE IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL VOTES IN FAVOR OF THE MERGER PROPOSAL

 

Management

 

For

 

For

 

3

 

APPROVAL, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION TO BE PAID TO KYTHERA BIOPHARMACEUTICALS, INC.’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER

 

Management

 

For

 

For

 

 



 

SYNERGY HEALTH PLC

 

Security

G8646U109

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

02-Oct-2015

ISIN

GB0030757263

Agenda

705890588 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO APPROVE THE SPECIAL RESOLUTION AS SET OUT IN THE NOTICE OF GENERAL MEETING DATED 17 FEBRUARY 2015 TO GIVE EFFECT TO THE SCHEME OF ARRANGEMENT DATED 17 FEBRUARY 2015

 

Management

 

For

 

For

 

CMMT

 

23 SEP 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT OF THE ME- ETING DATE FROM 24 SEP 2015 TO 02 OCT 2015 AND DELETION OF THE COMMENT. IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE T-O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

16 JUN 2015: DELETION OF REVISION COMMENT

 

Non-Voting

 

 

 

 

 

 

SYNERGY HEALTH PLC

 

Security

G8646U109

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

02-Oct-2015

ISIN

GB0030757263

Agenda

705890588 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO APPROVE THE SPECIAL RESOLUTION AS SET OUT IN THE NOTICE OF GENERAL MEETING DATED 17 FEBRUARY 2015 TO GIVE EFFECT TO THE SCHEME OF ARRANGEMENT DATED 17 FEBRUARY 2015

 

Management

 

 

 

 

 

CMMT

 

23 SEP 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT OF THE ME- ETING DATE FROM 24 SEP 2015 TO 02 OCT 2015 AND DELETION OF THE COMMENT. IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE T-O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

16 JUN 2015: DELETION OF REVISION COMMENT

 

Non-Voting

 

 

 

 

 

 

SYNERGY HEALTH PLC

 

Security

G8646U109

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

02-Oct-2015

ISIN

GB0030757263

Agenda

705890653 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.

 

Non-Voting

 

 

 

 

 

1

 

APPROVAL OF THE SCHEME

 

Management

 

 

 

 

 

CMMT

 

23 SEP 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT OF THE ME- ETING DATE FROM 24 SEP 2015 TO 02 OCT 2015 AND DELETION OF THE COMMENT. IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE T-O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

16 JUN 2015: DELETION OF REVISION COMMENT

 

Non-Voting

 

 

 

 

 

 



 

SYNERGY HEALTH PLC

 

Security

G8646U109

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

02-Oct-2015

ISIN

GB0030757263

Agenda

705890653 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.

 

Non-Voting

 

 

 

 

 

1

 

APPROVAL OF THE SCHEME

 

Management

 

For

 

For

 

CMMT

 

23 SEP 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT OF THE ME- ETING DATE FROM 24 SEP 2015 TO 02 OCT 2015 AND DELETION OF THE COMMENT. IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE T-O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

16 JUN 2015: DELETION OF REVISION COMMENT

 

Non-Voting

 

 

 

 

 

 

TNT EXPRESS NV, AMSTERDAM

 

Security

N8726Y106

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

05-Oct-2015

ISIN

NL0009739424

Agenda

706381681 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

OPEN MEETING

 

Non-Voting

 

 

 

 

 

2

 

DISCUSS PUBLIC OFFER BY FEDEX

 

Non-Voting

 

 

 

 

 

3.I

 

APPROVE CONDITIONAL SALE OF COMPANY ASSETS

 

Management

 

For

 

For

 

3.II

 

APPROVE CONDITIONAL DISSOLUTION AND LIQUIDATION OF TNT EXPRESS FOLLOWING THE ASSET SALE AND CONDITIONAL APPOINTMENT OF TNT NEDERLAND BV AS CUSTODIAN OF THE BOOKS AND RECORDS OF TNT EXPRESS

 

Management

 

For

 

For

 

4.I

 

CONDITIONAL AMENDMENTS OF ARTICLES RE: OFFER ON ALL OUTSTANDING SHARES BY FEDEX

 

Management

 

For

 

For

 

4.II

 

AMEND ARTICLES TO REFLECT CHANGE OF CORPORATE FORM FROM A PUBLIC TO PRIVATE SHAREHOLDING COMPANY

 

Management

 

For

 

For

 

5.I

 

ELECT D. CUNNINGHAM TO SUPERVISORY BOARD

 

Management

 

For

 

For

 

5.II

 

ELECT C. RICHARDS TO SUPERVISORY BOARD

 

Management

 

For

 

For

 

5.III

 

ELECT D. BRONCZEK TO SUPERVISORY BOARD

 

Management

 

For

 

For

 

6.I

 

ELECT D. BINKS TO MANAGEMENT BOARD

 

Management

 

For

 

For

 

6.II

 

ELECT M. ALLEN TO MANAGEMENT BOARD

 

Management

 

For

 

For

 

7

 

AMEND REMUNERATION ARRANGEMENTS WITH DE VRIES INCLUDING APPROVAL OF ONE-OFF RETENTION BONUS OF EUR 250 000

 

Management

 

For

 

For

 

8

 

ACCEPT RESIGNATION AND DISCHARGE OF CURRENT SUPERVISORY BOARD DIRECTORS A. BURGMANS, S. LEVY, M.E. HARRIS, R. KING, M.A. SCHELTEMA AND S.S. VOLLEBREGT

 

Management

 

For

 

For

 

9

 

ACCEPT RESIGNATION AND DISCHARGE OF CURRENT MANAGEMENT BOARD DIRECTORS L.W. GUNNING AND M.J. DE VRIES

 

Management

 

For

 

For

 

10

 

ALLOW QUESTIONS

 

Non-Voting

 

 

 

 

 

11

 

CLOSE MEETING

 

Non-Voting

 

 

 

 

 

 


 


 

ALTERA CORPORATION

 

Security

021441100

Meeting Type

Special

Ticker Symbol

ALTR

Meeting Date

06-Oct-2015

ISIN

US0214411003

Agenda

934273133 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 31, 2015, BY AND AMONG INTEL CORPORATION, 615 CORPORATION AND ALTERA CORPORATION, AS IT MAY BE AMENDED FROM TIME TO TIME.

 

Management

 

For

 

For

 

2.

 

TO APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.

 

Management

 

For

 

For

 

3.

 

TO APPROVE, BY NON-BINDING, ADVISORY VOTE, COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY ALTERA CORPORATION TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

THORATEC CORPORATION

 

Security

885175307

Meeting Type

Special

Ticker Symbol

THOR

Meeting Date

07-Oct-2015

ISIN

US8851753074

Agenda

934278931 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 21, 2015, BY AND AMONG SJM INTERNATIONAL, INC., SPYDER MERGER CORPORATION, THORATEC CORPORATION, AND, SOLELY WITH RESPECT TO SPECIFIED PROVISIONS, ST. JUDE MEDICAL, INC., AND THE MERGER OF SPYDER MERGER CORPORATION WITH AND INTO THORATEC ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

2.

 

APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING TO SOLICIT ADDITIONAL VOTES TO APPROVE THE MERGER PROPOSAL, IF NECESSARY OR APPROPRIATE

 

Management

 

For

 

For

 

3.

 

APPROVAL OF, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO THORATEC CORPORATION’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER

 

Management

 

For

 

For

 

 



 

ENERGY DEVELOPMENTS LTD

 

Security

Q3510X106

Meeting Type

Scheme Meeting

Ticker Symbol

 

Meeting Date

08-Oct-2015

ISIN

AU000000ENE0

Agenda

706404770 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVE THE SCHEME OF ARRANGEMENT BETWEEN EDL AND EDL SHAREHOLDERS

 

Management

 

For

 

For

 

 

ENERGY DEVELOPMENTS LTD

 

Security

Q3510X106

Meeting Type

Scheme Meeting

Ticker Symbol

 

Meeting Date

08-Oct-2015

ISIN

AU000000ENE0

Agenda

706404770 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVE THE SCHEME OF ARRANGEMENT BETWEEN EDL AND EDL SHAREHOLDERS

 

Management

 

 

 

 

 

 

THE INNOVATION GROUP PLC, FAREHAM HAMPSHIRE

 

Security

G47832103

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

09-Oct-2015

ISIN

GB0006872096

Agenda

706440776 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO AUTHORISE THE DIRECTORS OF THE COMPANY TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT AND TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY TO PERMIT ANY SHARES ISSUED AFTER THE SCHEME RECORD TIME TO BE TRANSFERRED TO AXIOS BIDCO LIMITED

 

Management

 

For

 

For

 

 

THE INNOVATION GROUP PLC, FAREHAM HAMPSHIRE

 

Security

G47832103

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

09-Oct-2015

ISIN

GB0006872096

Agenda

706445029 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.

 

Non-Voting

 

 

 

 

 

1

 

APPROVAL OF THE SCHEME

 

Management

 

For

 

For

 

 

MERGE HEALTHCARE INCORPORATED

 

Security

589499102

Meeting Type

Special

Ticker Symbol

MRGE

Meeting Date

13-Oct-2015

ISIN

US5894991026

Agenda

934280722 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 6, 2015, BY AND AMONG INTERNATIONAL BUSINESS MACHINES CORPORATION, A NEW YORK CORPORATION, DATONG ACQUISITION CORP., A DELAWARE CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF IBM, AND MERGE HEALTHCARE INCORPORATED, A DELAWARE CORPORATION, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME.

 

Management

 

For

 

For

 

2.

 

THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.

 

Management

 

For

 

For

 

3.

 

THE PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, CERTAIN COMPENSATION ARRANGEMENTS THAT MAY BECOME PAYABLE TO MERGE HEALTHCARE INCORPORATED’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

 



 

THE CHUBB CORPORATION

 

Security

171232101

Meeting Type

Special

Ticker Symbol

CB

Meeting Date

22-Oct-2015

ISIN

US1712321017

Agenda

934280037 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

A PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”) BY AND AMONG ACE LIMITED, WILLIAM INVESTMENT HOLDINGS CORPORATION AND THE CHUBB CORPORATION (“CHUBB”).

 

Management

 

For

 

For

 

2.

 

A PROPOSAL TO APPROVE, BY ADVISORY (NON- BINDING) VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR CHUBB’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

A PROPOSAL TO APPROVE ONE OR MORE ADJOURNMENTS OF THE CHUBB SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE MERGER AGREEMENT AT THE TIME OF THE CHUBB SPECIAL MEETING.

 

Management

 

For

 

For

 

 

ANSALDO STS SPA, GENOVA

 

Security

T0421V119

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

02-Nov-2015

ISIN

IT0003977540

Agenda

706413109 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID: 512920 DUE TO RECEIPT OF- DIRECTOR NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED-AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

29 SEP 2015:PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE-WILL BE A THIRD CALL ON 01 DEC 2015. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WI- LL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.

 

Non-Voting

 

 

 

 

 

1.1

 

DETERMINATION OF THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS

 

Management

 

Abstain

 

Against

 

1.2

 

DETERMINATION OF THE TERM OF OFFICE OF THE BOARD OF DIRECTORS

 

Management

 

Abstain

 

Against

 

CMMT

 

PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS BOARD OF DIRECTO- RS, THERE IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE MEETING. THE STANDIN-G INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE R- EQUIRED TO VOTE FOR ONLY 1 OF THE 2 SLATES. THANK YOU.

 

Non-Voting

 

 

 

 

 

1.3.1

 

APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS: LIST PRESENTED BY FINMECCANICA S.P.A. REPRESENTING 44.066 PCT OF THE STOCK CAPITAL: POGGIALI BARBARA, DORMER ALISTAIR, BOSWELL KAREN, SIRAGUSA STEFANO, HIRAYANAGI RYOICHI, PAVESI BRUNO

 

Shareholder

 

 

 

 

 

1.3.2

 

APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS: LIST PRESENTED BY ANIMA SGR S.P.A., ARCA SGR S.P.A., EURIZON CAPITAL SGR S.P.A., EURIZON CAPITAL SA, AMBER CAPITAL ITALIA SGR S.P.A. AND AMBER CAPITAL UK LLP REPRESENTING 4.77PCT OF THE STOCK CAPITAL: CAVALLINI GIOVANNI, GIANNOTTI PAOLA, GALLAZZI GIULIO, CASTELLI MICHAELA

 

Shareholder

 

For

 

Against

 

1.4

 

APPOINTMENT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

 

Management

 

Abstain

 

Against

 

1.5

 

DETERMINATION OF THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

 

Management

 

Abstain

 

Against

 

2

 

WAIVER OF THE CORPORATE LIABILITY ACTION AGAINST CEASED DIRECTORS PURSUANT TO ARTICLE 2393 OF THE ITALIAN CIVIL CODE

 

Management

 

Abstain

 

Against

 

 



 

ANSALDO STS SPA, GENOVA

 

Security

T0421V119

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

02-Nov-2015

ISIN

IT0003977540

Agenda

706413109 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID: 512920 DUE TO RECEIPT OF- DIRECTOR NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED-AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

29 SEP 2015:PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE-WILL BE A THIRD CALL ON 01 DEC 2015. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WI- LL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.

 

Non-Voting

 

 

 

 

 

1.1

 

DETERMINATION OF THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS

 

Management

 

 

 

 

 

1.2

 

DETERMINATION OF THE TERM OF OFFICE OF THE BOARD OF DIRECTORS

 

Management

 

 

 

 

 

CMMT

 

PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS BOARD OF DIRECTO- RS, THERE IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE MEETING. THE STANDIN-G INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE R- EQUIRED TO VOTE FOR ONLY 1 OF THE 2 SLATES. THANK YOU.

 

Non-Voting

 

 

 

 

 

1.3.1

 

APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS: LIST PRESENTED BY FINMECCANICA S.P.A. REPRESENTING 44.066 PCT OF THE STOCK CAPITAL: POGGIALI BARBARA, DORMER ALISTAIR, BOSWELL KAREN, SIRAGUSA STEFANO, HIRAYANAGI RYOICHI, PAVESI BRUNO

 

Shareholder

 

 

 

 

 

1.3.2

 

APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS: LIST PRESENTED BY ANIMA SGR S.P.A., ARCA SGR S.P.A., EURIZON CAPITAL SGR S.P.A., EURIZON CAPITAL SA, AMBER CAPITAL ITALIA SGR S.P.A. AND AMBER CAPITAL UK LLP REPRESENTING 4.77PCT OF THE STOCK CAPITAL: CAVALLINI GIOVANNI, GIANNOTTI PAOLA, GALLAZZI GIULIO, CASTELLI MICHAELA

 

Shareholder

 

 

 

 

 

1.4

 

APPOINTMENT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

 

Management

 

 

 

 

 

1.5

 

DETERMINATION OF THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

 

Management

 

 

 

 

 

2

 

WAIVER OF THE CORPORATE LIABILITY ACTION AGAINST CEASED DIRECTORS PURSUANT TO ARTICLE 2393 OF THE ITALIAN CIVIL CODE

 

Management

 

 

 

 

 

 



 

AMLIN PLC, LONDON

 

Security

G0334Q177

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

03-Nov-2015

ISIN

GB00B2988H17

Agenda

706470438 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.

 

Non-Voting

 

 

 

 

 

1

 

TO APPROVE THE SCHEME OF ARRANGEMENT CONTAINED IN THE NOTICE OF MEETING DATED THE 5TH OCTOBER

 

Management

 

For

 

For

 

CMMT

 

07 OCT 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE TE-XT OF RESOLUTION 1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 

AMLIN PLC, LONDON

 

Security

G0334Q177

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

03-Nov-2015

ISIN

GB00B2988H17

Agenda

706470440 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT DATED 5 OCTOBER 2015 (THE “SCHEME”) BETWEEN THE COMPANY AND ITS SCHEME SHAREHOLDERS (AS DEFINED IN THE SCHEME), A COPY OF WHICH HAS BEEN PRODUCED TO THIS MEETING AND FOR THE PURPOSES OF IDENTIFICATION HAS BEEN SIGNED BY THE CHAIRMAN THEREOF, IN ITS ORIGINAL FORM OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION AGREED BY THE COMPANY AND MITSUI SUMITOMO INSURANCE COMPANY, LIMITED AND APPROVED OR IMPOSED BY THE COURT, THE DIRECTORS OF THE COMPANY BE AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT

 

Management

 

For

 

For

 

2

 

WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF ASSOCIATION OF THE COMPANY BE AMENDED ON THE TERMS DESCRIBED IN THE NOTICE OF ANNUAL GENERAL MEETING

 

Management

 

For

 

For

 

CMMT

 

07 OCT 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE TE-XT OF RESOLUTION 2. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 



 

STANCORP FINANCIAL GROUP, INC.

 

Security

852891100

Meeting Type

Special

Ticker Symbol

SFG

Meeting Date

09-Nov-2015

ISIN

US8528911006

Agenda

934283742 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 23, 2015, AMONG MEIJI YASUDA LIFE INSURANCE COMPANY, MYL INVESTMENTS (DELAWARE) INC. AND STANCORP FINANCIAL GROUP, INC., AS IT MAY BE AMENDED FROM TIME TO TIME.

 

Management

 

For

 

For

 

2.

 

PROPOSAL TO APPROVE, ON AN ADVISORY (NON- BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO STANCORP FINANCIAL GROUP, INC.’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER AS DISCLOSED IN ITS PROXY STATEMENT.

 

Management

 

For

 

For

 

3.

 

PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF TO APPROVE THE MERGER AGREEMENT (AND TO CONSIDER SUCH .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

 

ASCIANO LTD, MELBOURNE VIC

 

Security

Q0557G103

Meeting Type

Scheme Meeting

Ticker Symbol

 

Meeting Date

10-Nov-2015

ISIN

AU000000AIO7

Agenda

706456060 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

THAT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 411 OF THE CORPORATIONS ACT, THE MEMBERS APPROVE THE ARRANGEMENT PROPOSED BETWEEN ASCIANO LIMITED AND THE HOLDERS OF ITS ORDINARY SHARES, DESIGNATED THE SCHEME, AS CONTAINED IN AND MORE PARTICULARLY DESCRIBED IN THE SCHEME BOOKLET ACCOMPANYING THE NOTICE CONVENING THIS MEETING (WITH OR WITHOUT ANY MODIFICATIONS OR CONDITIONS ORDERED BY THE COURT TO WHICH ASCIANO LIMITED AND BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED AGREE) AND, SUBJECT TO APPROVAL OF THE SCHEME BY THE COURT, THE BOARD OF ASCIANO LIMITED IS AUTHORISED TO IMPLEMENT THE SCHEME WITH ANY SUCH MODIFICATIONS OR CONDITION

 

Management

 

For

 

For

 

 



 

ASCIANO LTD, MELBOURNE VIC

 

Security

Q0557G103

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

10-Nov-2015

ISIN

AU000000AIO7

Agenda

706472901 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 2, 7 AND VOTES CAST BY-ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY- ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU- ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE- PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE- MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT-NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S-AND YOU COMPLY WITH THE VOTING EXCLUSION

 

Non-Voting

 

 

 

 

 

2

 

REMUNERATION REPORT

 

Management

 

For

 

For

 

3

 

RE-ELECTION OF DIRECTOR-MR MALCOLM BROOMHEAD

 

Management

 

For

 

For

 

4

 

RE-ELECTION OF DIRECTOR-DR ROBERT EDGAR

 

Management

 

For

 

For

 

5

 

RE-ELECTION OF DIRECTOR-MR GEOFF KLEEMANN

 

Management

 

For

 

For

 

6

 

RE-ELECTION OF DIRECTOR-MR RALPH WATERS

 

Management

 

For

 

For

 

7

 

GRANT OF RIGHTS TO CHIEF EXECUTIVE OFFICER

 

Management

 

For

 

For

 

 

DEPOMED, INC.

 

Security

249908104

Meeting Type

Contested-Consent

Ticker Symbol

DEPO

Meeting Date

20-Nov-2015

ISIN

US2499081048

Agenda

934278878 - Opposition

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

THIS PROPOSAL REFERS TO THE WHITE CARD. THIS VIF, WHEN PROPERLY EXECUTED, WILL GRANT HORIZON A PROXY TO REQUEST THE REMOVAL AND BYLAW AMENDMENTS SPECIAL MEETING BUT WILL NOT GRANT HORIZON AUTHORITY TO VOTE ON ANY MATTER PRESENTED AT THE REMOVAL AND BYLAW AMENDMENTS SPECIAL MEETING. A PROPERLY EXECUTED VIF FOR WHICH NO INSTRUCTION IS GIVEN WILL GRANT HORIZON A PROXY TO REQUEST THE REMOVAL AND BYLAW AMENDMENTS SPECIAL MEETING.

 

Management

 

For

 

For

 

02

 

THIS PROPOSAL REFERS TO THE BLUE CARD. THIS VIF, WHEN PROPERLY EXECUTED, WILL GRANT HORIZON A PROXY TO REQUEST THE ELECTION SPECIAL MEETING BUT WILL NOT GRANT HORIZON AUTHORITY TO VOTE ON ANY MATTER PRESENTED AT THE ELECTION SPECIAL MEETING. A PROPERLY EXECUTED VIF FOR WHICH NO INSTRUCTION IS GIVEN WILL GRANT HORIZON A PROXY TO REQUEST THE ELECTION SPECIAL MEETING.

 

Management

 

For

 

For

 

 



 

DEPOMED, INC.

 

Security

249908104

Meeting Type

Contested-Consent

Ticker Symbol

DEPO

Meeting Date

20-Nov-2015

ISIN

US2499081048

Agenda

934297789 - Opposition

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

THIS PROPOSAL REFERS TO THE WHITE CARD. THIS VIF, WHEN PROPERLY EXECUTED, WILL GRANT HORIZON A PROXY TO REQUEST THE REMOVAL AND BYLAW AMENDMENTS SPECIAL MEETING BUT WILL NOT GRANT HORIZON AUTHORITY TO VOTE ON ANY MATTER PRESENTED AT THE REMOVAL AND BYLAW AMENDMENTS SPECIAL MEETING. A PROPERLY EXECUTED VIF FOR WHICH NO INSTRUCTION IS GIVEN WILL GRANT HORIZON A PROXY TO REQUEST THE REMOVAL AND BYLAW AMENDMENTS SPECIAL MEETING.

 

Management

 

 

 

 

 

02

 

THIS PROPOSAL REFERS TO THE BLUE CARD. THIS VIF, WHEN PROPERLY EXECUTED, WILL GRANT HORIZON A PROXY TO REQUEST THE ELECTION SPECIAL MEETING BUT WILL NOT GRANT HORIZON AUTHORITY TO VOTE ON ANY MATTER PRESENTED AT THE ELECTION SPECIAL MEETING. A PROPERLY EXECUTED VIF FOR WHICH NO INSTRUCTION IS GIVEN WILL GRANT HORIZON A PROXY TO REQUEST THE ELECTION SPECIAL MEETING.

 

Management

 

 

 

 

 

 

MARKWEST ENERGY PARTNERS LP

 

Security

570759100

Meeting Type

Special

Ticker Symbol

MWE

Meeting Date

01-Dec-2015

ISIN

US5707591005

Agenda

934295951 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 11, 2015, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG MPLX LP, MPLX GP LLC, MARATHON PETROLEUM CORPORATION, SAPPHIRE HOLDCO LLC AND MARKWEST ENERGY PARTNERS, L.P., AND THE TRANSACTIONS CONTEMPLATED THEREBY.

 

Management

 

For

 

For

 

2.

 

PROPOSAL TO APPROVE, ON AN ADVISORY, NON- BINDING BASIS, THE MERGER-RELATED COMPENSATION PAYMENTS THAT MAY BECOME PAYABLE TO MARKWEST ENERGY PARTNERS, L.P.’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1 AT THE TIME OF THE SPECIAL MEETING.

 

Management

 

For

 

For

 

 



 

KONINKLIJKE TEN CATE NV, ALMELO

 

Security

N5066Q164

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

07-Dec-2015

ISIN

NL0000375749

Agenda

706541213 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 545517 DUE TO ADDITION OF- RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED-AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.

 

Non-Voting

 

 

 

 

 

1

 

OPENING OF THE MEETING

 

Non-Voting

 

 

 

 

 

2

 

ANNOUNCEMENTS

 

Non-Voting

 

 

 

 

 

3

 

EXPLANATION ON THE RECOMMENDED PUBLIC OFFER

 

Non-Voting

 

 

 

 

 

4

 

CONDITIONAL DISCHARGE MEMBERS OF THE EXECUTIVE BOARD

 

Management

 

For

 

For

 

5

 

CONDITIONAL DISCHARGE MEMBERS OF THE SUPERVISORY BOARD: CONDITIONAL DISCHARGE, AS PER THE SETTLEMENT DATE AND CONDITIONAL UPON SETTLEMENT (AS DEFINED IN THE OFFER MEMORANDUM), OF MR E. TEN CATE, MR J.C.M. HOVERS, MR P.F. HARTMAN AND MS M.J. OUDEMAN WITH RESPECT TO THEIR DUTIES AND OBLIGATIONS PERFORMED AND INCURRED AS MEMBERS OF THE SUPERVISORY BOARD UP TO THE EGM

 

Management

 

For

 

For

 

6.1

 

CONDITIONAL RESIGNATION, AS PER THE SETTLEMENT DATE AND CONDITIONAL UPON- SETTLEMENT (AS DEFINED IN THE OFFER MEMORANDUM), OF MR P.F. HARTMAN AND MS-M.J. OUDEMAN AS MEMBERS OF THE SUPERVISORY BOARD

 

Non-Voting

 

 

 

 

 

6.2.a

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE AND CONDITIONAL UPON- SETTLEMENT (AS DEFINED IN THE OFFER MEMORANDUM), OF MR E.J. WESTERINK AS- MEMBER OF THE SUPERVISORY BOARD: NOTIFICATION OF A VACANCY WITHIN THE- SUPERVISORY BOARD

 

Non-Voting

 

 

 

 

 

6.2.b

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE AND CONDITIONAL UPON- SETTLEMENT (AS DEFINED IN THE OFFER MEMORANDUM), OF MR E.J. WESTERINK AS- MEMBER OF THE SUPERVISORY BOARD: OPPORTUNITY TO RECOMMEND A PERSON FOR- NOMINATION TO THE SUPERVISORY BOARD

 

Non-Voting

 

 

 

 

 

6.2.c

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE AND CONDITIONAL UPON- SETTLEMENT (AS DEFINED IN THE OFFER MEMORANDUM), OF MR E.J. WESTERINK AS- MEMBER OF THE SUPERVISORY BOARD: NOTIFICATION BY THE SUPERVISORY BOARD OF THE-PERSON NOMINATED FOR APPOINTMENT

 

Non-Voting

 

 

 

 

 

6.2.d

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE AND CONDITIONAL UPON SETTLEMENT (AS DEFINED IN THE OFFER MEMORANDUM), OF MR E.J. WESTERINK AS MEMBER OF THE SUPERVISORY BOARD: PROPOSAL TO APPOINT THE PERSON NOMINATED BY THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

6.3.a

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE AND CONDITIONAL UPON- SETTLEMENT (AS DEFINED IN THE OFFER MEMORANDUM), OF MR J.H.L. ALBERS AS-MEMBER OF THE SUPERVISORY BOARD: NOTIFICATION OF A VACANCY WITHIN THE-SUPERVISORY BOARD

 

Non-Voting

 

 

 

 

 

6.3.b

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE AND CONDITIONAL UPON- SETTLEMENT (AS DEFINED IN THE OFFER MEMORANDUM), OF MR J.H.L. ALBERS AS-MEMBER OF THE SUPERVISORY BOARD: OPPORTUNITY TO RECOMMEND A PERSON FOR-NOMINATION TO THE SUPERVISORY BOARD

 

Non-Voting

 

 

 

 

 

6.3.c

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE AND CONDITIONAL UPON- SETTLEMENT (AS DEFINED IN THE OFFER MEMORANDUM), OF MR J.H.L. ALBERS AS-MEMBER OF THE SUPERVISORY BOARD: NOTIFICATION BY THE SUPERVISORY BOARD OF THE-PERSON NOMINATED FOR APPOINTMENT

 

Non-Voting

 

 

 

 

 

6.3.d

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE AND CONDITIONAL UPON SETTLEMENT (AS DEFINED IN THE OFFER MEMORANDUM), OF MR J.H.L. ALBERS AS MEMBER OF THE SUPERVISORY BOARD: PROPOSAL TO APPOINT THE PERSON NOMINATED BY THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

6.4.a

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE AND CONDITIONAL UPON- SETTLEMENT (AS DEFINED IN THE OFFER MEMORANDUM), OF MR. B.T. MOLENAAR AS- MEMBER OF THE SUPERVISORY BOARD: NOTIFICATION OF A VACANCY WITHIN THE- SUPERVISORY BOARD

 

Non-Voting

 

 

 

 

 

6.4.b

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE AND CONDITIONAL UPON- SETTLEMENT (AS DEFINED IN THE OFFER MEMORANDUM), OF MR. B.T. MOLENAAR AS- MEMBER OF THE SUPERVISORY BOARD: OPPORTUNITY TO RECOMMEND A PERSON FOR- NOMINATION TO THE SUPERVISORY BOARD

 

Non-Voting

 

 

 

 

 

6.4.c

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE AND CONDITIONAL UPON- SETTLEMENT (AS DEFINED IN THE OFFER MEMORANDUM), OF MR. B.T. MOLENAAR AS- MEMBER OF THE SUPERVISORY BOARD: NOTIFICATION BY THE SUPERVISORY BOARD OF THE-PERSON NOMINATED FOR APPOINTMENT

 

Non-Voting

 

 

 

 

 

6.4.d

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE AND CONDITIONAL UPON SETTLEMENT (AS DEFINED IN THE OFFER MEMORANDUM), OF MR. B.T. MOLENAAR AS MEMBER OF THE SUPERVISORY BOARD: PROPOSAL TO APPOINT THE PERSON NOMINATED BY THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

7

 

ANY OTHER BUSINESS

 

Non-Voting

 

 

 

 

 

8

 

CLOSE OF THE MEETING

 

Non-Voting

 

 

 

 

 

 



 

CAMERON INTERNATIONAL CORPORATION

 

Security

13342B105

Meeting Type

Special

Ticker Symbol

CAM

Meeting Date

17-Dec-2015

ISIN

US13342B1052

Agenda

934304318 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 25, 2015, AMONG SCHLUMBERGER HOLDINGS CORPORATION, AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF SCHLUMBERGER LIMITED, RAIN MERGER SUB LLC, A DIRECT WHOLLY-OWNED SUBSIDIARY OF SCHLUMBERGER HOLDINGS CORP., SCHLUMBERGER LIMITED AND CAMERON INTERNATIONAL CORPORATION, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, BY NON-BINDING, ADVISORY VOTE, THE COMPENSATION THAT MAY BECOME PAYABLE TO CAMERON INTERNATIONAL CORPORATION’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER.

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING OF STOCKHOLDERS, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING OF STOCKHOLDERS.

 

Management

 

For

 

For

 

 

SOLARWINDS, INC.

 

Security

83416B109

Meeting Type

Special

Ticker Symbol

SWI

Meeting Date

08-Jan-2016

ISIN

US83416B1098

Agenda

934314472 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 21, 2015, BY AND AMONG PROJECT AURORA HOLDINGS, LLC, PROJECT AURORA MERGER CORP. AND SOLARWINDS, INC. AS IT MAY BE AMENDED FROM TIME TO TIME.

 

Management

 

For

 

For

 

2.

 

TO APPROVE THE ADOPTION OF ANY PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING

 

Management

 

For

 

For

 

3.

 

TO APPROVE, BY NON-BINDING, ADVISORY VOTE, COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY SOLARWINDS, INC. TO ITS NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER.

 

Management

 

For

 

For

 

 



 

ENEL GREEN POWER S.P.A., ROME

 

Security

T3679C106

Meeting Type

MIX

Ticker Symbol

 

Meeting Date

11-Jan-2016

ISIN

IT0004618465

Agenda

706574161 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

27 NOV 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO REMOVAL OF QUORUM- COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

PLEASE NOTE THAT THE ITEM 1 OF THE EXTRAORDINARY AGENDA, IF APPROVED,- FORESEES THE WITHDRAWAL RIGHT AND THE RIGHT OF SELL FOR SHAREHOLDERS ABSENT,- ABSTAINING OR VOTING AGAINST.

 

Non-Voting

 

 

 

 

 

O.1

 

TO APPOINT ONE DIRECTOR AS PER ART. 2386 OF THE ITALIAN CIVIL CODE. RESOLUTIONS RELATED THERETO

 

Management

 

For

 

For

 

E.1

 

TO APPROVE THE NON-PROPORTIONAL PARTIAL SPIN OFF PLAN OF ENEL GREEN POWER SPA IN FAVOR OF ENEL SPA AS PER ART. 2506-BIS, CLAUSE 4, OF THE ITALIAN CIVIL CODE, RELATED AMENDMENTS TO THE BY-LAWS. RESOLUTIONS RELATED THERETO

 

Management

 

For

 

For

 

 

KING DIGITAL ENTERTAINMENT PLC

 

Security

G5258J109

Meeting Type

Special

Ticker Symbol

KING

Meeting Date

12-Jan-2016

ISIN

IE00BKJ9QQ58

Agenda

934308734 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

TO APPROVE THE SCHEME

 

Management

 

For

 

For

 

02

 

CANCELLATION OF CANCELLATION SHARES

 

Management

 

For

 

For

 

03

 

DIRECTORS’ AUTHORITY TO ALLOT SECURITIES AND APPLICATION OF RESERVES

 

Management

 

For

 

For

 

04

 

AMENDMENT TO ARTICLES OF ASSOCIATION

 

Management

 

For

 

For

 

 

KING DIGITAL ENTERTAINMENT PLC

 

Security

G5258J109

Meeting Type

Special

Ticker Symbol

KING

Meeting Date

12-Jan-2016

ISIN

IE00BKJ9QQ58

Agenda

934309798 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

TO APPROVE THE SCHEME

 

Management

 

For

 

For

 

 



 

MEDASSETS, INC.

 

Security

584045108

Meeting Type

Special

Ticker Symbol

MDAS

Meeting Date

14-Jan-2016

ISIN

US5840451083

Agenda

934310537 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”), DATED AS OF NOVEMBER 1, 2015, BY AND AMONG MEDASSETS, INC. (THE “COMPANY”), MAGNITUDE PARENT HOLDINGS, LLC (“PARENT”), AND MAGNITUDE ACQUISITION CORP., AN INDIRECT WHOLLY OWNED SUBSIDIARY ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE ADJOURNMENT 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 APPROVE THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

EZCHIP SEMICONDUCTOR LTD.

 

Security

M4146Y108

Meeting Type

Special

Ticker Symbol

EZCH

Meeting Date

19-Jan-2016

ISIN

IL0010825441

Agenda

934316185 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

(A) THE APPROVAL OF (I) THE AGREEMENT OF MERGER DATED AS OF SEPTEMBER 30, 2015 BY AND AMONG THE COMPANY, MELLANOX TECHNOLOGIES, LTD., AN ISRAELI COMPANY (“PARENT”), AND MONDIAL EUROPE SUB LTD., AN ISRAELI COMPANY AND A WHOLLY-OWNED SUBSIDIARY OF PARENT (“MERGER SUB”) AS AMENDED BY AMENDMENT NO .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

BY FILLING OUT AND RETURNING THIS PROXY CARD AND MARKING YES, THE UNDERSIGNED CONFIRMS THAT HE, SHE OR IT IS NOT MERGER SUB AND IS NOT A DIRECT OR INDIRECT HOLDER OF 25% OR MORE OF THE VOTING POWER OF MELLANOX TECHNOLOGIES LTD. OR MERGER SUB (I.E., A SHAREHOLDER REFERENCED IN SECTION 320(C) OF THE COMPANIES LAW) MARK “FOR” = YES OR “AGAINST” = NO.

 

Management

 

For

 

 

 

 



 

WAUSAU PAPER CORP.

 

Security

943315101

Meeting Type

Special

Ticker Symbol

WPP

Meeting Date

20-Jan-2016

ISIN

US9433151019

Agenda

934314369 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

2.

 

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION ARRANGEMENTS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.

 

Management

 

For

 

For

 

3.

 

APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING IF NECESSARY OR APPROPRIATE IN VIEW OF OUR BOARD OF DIRECTORS.

 

Management

 

For

 

For

 

 

BIOMED REALTY TRUST, INC.

 

Security

09063H107

Meeting Type

Special

Ticker Symbol

BMR

Meeting Date

21-Jan-2016

ISIN

US09063H1077

Agenda

934312884 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE MERGER OF BIOMED REALTY TRUST, INC. WITH AND INTO BRE EDISON L.P. AND THE OTHER TRANSACTIONS CONTEMPLATED BY THAT CERTAIN AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 7, 2015 (AS MAY BE AMENDED FROM TIME TO TIME, THE “ MERGER AGREEMENT”), BY AND AMONG BIOMED REALTY TRUST, INC., ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO OUR NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER.

 

Management

 

For

 

For

 

3.

 

TO APPROVE ANY ADJOURNMENT OF THE SPECIAL MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE SPECIAL MEETING TO APPROVE THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

PIEDMONT NATURAL GAS COMPANY, INC.

 

Security

720186105

Meeting Type

Special

Ticker Symbol

PNY

Meeting Date

22-Jan-2016

ISIN

US7201861058

Agenda

934314345 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED OCTOBER 24, 2015 (THE “MERGER AGREEMENT”), BY AND AMONG DUKE ENERGY CORPORATION, A DELAWARE CORPORATION (“DUKE ENERGY”), FOREST SUBSIDIARY, INC., A NEWLY FORMED NORTH CAROLINA CORPORATION THAT IS A DIRECT, WHOLLY-OWNED SUBSIDIARY OF DUKE ENERGY (“MERGER SUB”), AND PIEDMONT NATURAL GAS COMPANY, INC., A NORTH CAROLINA CORPORATION (THE “COMPANY”).

 

Management

 

For

 

For

 

2.

 

PROPOSAL TO APPROVE A NON-BINDING, ADVISORY PROPOSAL TO APPROVE THE COMPENSATION THAT MAY BE PAID OR MAY BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH, OR FOLLOWING, THE CONSUMMATION OF THE MERGER.

 

Management

 

For

 

For

 

3.

 

PROPOSAL TO APPROVE THE ADJOURNMENT 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 APPROVE THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

RITE AID CORPORATION

 

Security

767754104

Meeting Type

Special

Ticker Symbol

RAD

Meeting Date

04-Feb-2016

ISIN

US7677541044

Agenda

934316212 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 27, 2015 (THE “MERGER AGREEMENT”), AMONG WALGREENS BOOTS ALLIANCE, INC., VICTORIA MERGER SUB, INC. AND RITE AID CORPORATION (“RITE AID”), AS IT MAY BE AMENDED FROM TIME TO TIME.

 

Management

 

Against

 

Against

 

2.

 

THE PROPOSAL TO APPROVE, BY MEANS OF A NON-BINDING, ADVISORY VOTE, COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY RITE AID TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT

 

Management

 

Against

 

Against

 

3.

 

THE PROPOSAL TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.

 

Management

 

Against

 

Against

 

 



 

VEDA GROUP LTD, NORTH SYDNEY NSW

 

Security

Q9390L104

Meeting Type

Scheme Meeting

Ticker Symbol

 

Meeting Date

08-Feb-2016

ISIN

AU000000VED5

Agenda

706601437 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

‘THAT, PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 411 OF THE CORPORATIONS ACT 2001 (CTH), THE SCHEME OF ARRANGEMENT PROPOSED BETWEEN VEDA GROUP LIMITED AND THE HOLDERS OF ITS ORDINARY SHARES, AS CONTAINED IN AND MORE PARTICULARLY DESCRIBED IN THE SCHEME BOOKLET OF WHICH THE NOTICE CONVENING THIS MEETING FORMS PART, IS AGREED TO, WITH OR WITHOUT ALTERATIONS OR CONDITIONS AS APPROVED BY THE FEDERAL COURT OF AUSTRALIA TO WHICH VEDA GROUP LIMITED AND EQUIFAX INC. AGREE’

 

Management

 

For

 

For

 

 

KLA-TENCOR CORPORATION

 

Security

482480100

Meeting Type

Special

Ticker Symbol

KLAC

Meeting Date

19-Feb-2016

ISIN

US4824801009

Agenda

934322152 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

ADOPTION OF THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG LAM RESEARCH CORPORATION, TOPEKA MERGER SUB 1, INC., TOPEKA MERGER SUB 2, INC. AND KLA- TENCOR CORPORATION.

 

Management

 

For

 

For

 

2.

 

ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY AND APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1.

 

Management

 

For

 

For

 

3.

 

APPROVAL, BY A NON-BINDING, ADVISORY VOTE, OF THE COMPENSATION OF KLA-TENCOR CORPORATION’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGERS.

 

Management

 

For

 

For

 

4.

 

APPROVAL OF AN EXTENSION OF THE APPLICABILITY OF KLA-TENCOR’S OUTSIDE DIRECTOR VESTING ACCELERATION POLICY TO OUTSIDE MEMBERS OF THE KLA-TENCOR BOARD WHO HAVE SERVED ON THE KLA- TENCOR BOARD FOR LESS THAN SIX YEARS AS OF THEIR TERMINATION DATE, SUCH THAT THE VESTING OF ALL RESTRICTED STOCK UNITS HELD ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

 



 

AIRGAS, INC.

 

Security

009363102

Meeting Type

Special

Ticker Symbol

ARG

Meeting Date

23-Feb-2016

ISIN

US0093631028

Agenda

934324384 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER (AS IT MAY BE AMENDED FROM TIME TO TIME, “THE MERGER AGREEMENT”), DATED AS OF NOVEMBER 17, 2015, BY AND AMONG AIRGAS, INC., A CORPORATION ORGANIZED UNDER THE LAWS OF DELAWARE (THE “COMPANY”), L’AIR LIQUIDE, S.A., A SOCIETE ANONYME ORGANIZED ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

2.

 

A PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, SPECIFIED COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY’S PRINCIPAL EXECUTIVE OFFICERS, PRINCIPAL FINANCIAL OFFICER AND THREE MOST HIGHLY COMPENSATED EXECUTIVE OFFICERS OTHER THAN THE PRINCIPAL EXECUTIVE OFFICERS AND PRINCIPAL FINANCIAL OFFICER IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

REALD INC.

 

Security

75604L105

Meeting Type

Special

Ticker Symbol

RLD

Meeting Date

24-Feb-2016

ISIN

US75604L1052

Agenda

934322520 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

THE APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 8, 2015, BY AND AMONG REALD INC. (THE “COMPANY”), RHOMBUS CINEMA HOLDINGS, LLC AND RHOMBUS MERGER SUB, INC.

 

Management

 

For

 

For

 

2.

 

THE APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF SPECIFIED COMPENSATION THAT MAY BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF THE COMPANY IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

AMERICAN RESIDENTIAL PROPERTIES, INC.

 

Security

02927E303

Meeting Type

Special

Ticker Symbol

ARPI

Meeting Date

26-Feb-2016

ISIN

US02927E3036

Agenda

934324310 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPROVAL OF THE MERGER OF AMERICAN RESIDENTIAL PROPERTIES, INC. WITH AND INTO A WHOLLY OWNED SUBSIDIARY OF AMERICAN HOMES 4 RENT PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 3, 2015, AS IT MAY BE AMENDED FROM TIME TO TIME, AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

2.

 

APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF PROPOSAL 1.

 

Management

 

For

 

For

 

 

DIAMOND FOODS, INC.

 

Security

252603105

Meeting Type

Special

Ticker Symbol

DMND

Meeting Date

26-Feb-2016

ISIN

US2526031057

Agenda

934325261 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

ADOPT THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, DATED AS OF OCTOBER 27, 2015, BY AND AMONG DIAMOND FOODS, INC. (“DIAMOND”), SNYDER’S-LANCE, INC., SHARK ACQUISITION SUB I, INC. AND SHARK ACQUISITION SUB II, LLC.

 

Management

 

For

 

For

 

2.

 

APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE “GOLDEN PARACHUTE” COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY DIAMOND TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE PROPOSED MERGER.

 

Management

 

For

 

For

 

3.

 

APPROVE THE ADJOURNMENT OF THE DIAMOND SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AND APPROVE ANY TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

JOURNAL MEDIA GROUP, INC.

 

Security

48114A109

Meeting Type

Special

Ticker Symbol

JMG

Meeting Date

01-Mar-2016

ISIN

US48114A1097

Agenda

934323825 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPROVE THE AGREEMENT AND PLAN OF MERGER AMONG JOURNAL MEDIA GROUP, INC. (“JMG”), GANNETT CO., INC. AND JUPITER MERGER SUB, INC. (“MERGER SUB”) AND THE MERGER OF MERGER SUB WITH AND INTO JMG CONTEMPLATED THEREBY

 

Management

 

Against

 

Against

 

2.

 

ADJOURN OR POSTPONE THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES, IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1 AT THE SPECIAL MEETING

 

Management

 

For

 

For

 

 



 

YOUKU TUDOU, INC.

 

Security

98742U100

Meeting Type

Special

Ticker Symbol

YOKU

Meeting Date

14-Mar-2016

ISIN

US98742U1007

Agenda

934329473 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

AS A SPECIAL RESOLUTION: THAT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 6, 2015 (THE “MERGER AGREEMENT”), BY AND AMONG ALI YK INVESTMENT HOLDING LIMITED, AN EXEMPTED COMPANY WITH LIMITED LIABILITY INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS (“PARENT”), ALI YK SUBSIDIARY HOLDING LIMITED, AN EXEMPTED COMPANY WITH LIMITED LIABILITY INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS AND A WHOLLY OWNED SUBSIDIARY OF PARENT (“MERGER SUB”), THE COMPANY AND, SOLELY FOR PURPOSES ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

2.

 

AS A SPECIAL RESOLUTION: THAT EACH OF THE MEMBERS OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY AND ANY OTHER DIRECTOR OR OFFICER OF THE COMPANY BE AUTHORIZED TO DO ALL THINGS NECESSARY TO GIVE EFFECT TO THE MERGER AGREEMENT, THE PLAN OF MERGER AND THE TRANSACTIONS, INCLUDING THE MERGER.

 

Management

 

For

 

For

 

3.

 

AS AN ORDINARY RESOLUTION: THAT THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING BE INSTRUCTED TO ADJOURN THE EXTRAORDINARY GENERAL MEETING IN ORDER TO ALLOW THE COMPANY TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT PROXIES RECEIVED AT THE TIME OF THE EXTRAORDINARY GENERAL MEETING TO PASS THE SPECIAL RESOLUTIONS TO BE PROPOSED AT THE EXTRAORDINARY GENERAL MEETING.

 

Management

 

For

 

For

 

 

PIEDMONT NATURAL GAS COMPANY, INC.

 

Security

720186105

Meeting Type

Annual

Ticker Symbol

PNY

Meeting Date

17-Mar-2016

ISIN

US7201861058

Agenda

934325475 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

MR. GARY A. GARFIELD*

 

 

 

For

 

For

 

 

 

2

DR. FRANKIE T JONES SR*

 

 

 

For

 

For

 

 

 

3

MS. VICKI MCELREATH*

 

 

 

For

 

For

 

 

 

4

MR. THOMAS E. SKAINS*

 

 

 

For

 

For

 

 

 

5

MR. PHILLIP D. WRIGHT*

 

 

 

For

 

For

 

 

 

6

MR. THOMAS M. PASHLEY#

 

 

 

For

 

For

 

2.

 

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016.

 

Management

 

For

 

For

 

3.

 

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

 

Management

 

For

 

For

 

4.

 

APPROVAL OF THE COMPANY’S AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN.

 

Management

 

For

 

For

 

 



 

INLAND REAL ESTATE CORPORATION

 

Security

457461200

Meeting Type

Special

Ticker Symbol

IRC

Meeting Date

23-Mar-2016

ISIN

US4574612002

Agenda

934331276 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE MERGER (“THE MERGER”) OF INLAND REAL ESTATE CORPORATION (“THE COMPANY”) AND MIDWEST RETAIL ACQUISITION CORP., AN AFFILIATE OF DRA GROWTH AND INCOME FUND VIII, LLC, AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 14, 2015 AND AS MAY BE AMENDED FROM TIME TO TIME, AMONG INLAND REAL ESTATE CORPORATION, DRA GROWTH AND INCOME FUND VIII, LLC, DRA GROWTH AND INCOME FUND VIII (A), LLC AND MIDWEST RETAIL ACQUISITION CORP. (“THE MERGER AGREEMENT”).

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER.

 

Management

 

For

 

For

 

3.

 

TO APPROVE ANY ADJOURNMENTS OF THE SPECIAL MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE SPECIAL MEETING TO APPROVE THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

AFFYMETRIX, INC.

 

Security

00826T108

Meeting Type

Special

Ticker Symbol

AFFX

Meeting Date

31-Mar-2016

ISIN

US00826T1088

Agenda

934333357 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

THE PROPOSAL TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 8, 2016, AMONG AFFYMETRIX, INC., THERMO FISHER SCIENTIFIC INC., AND WHITE BIRCH MERGER CO., A WHOLLY OWNED SUBSIDIARY OF THERMO FISHER SCIENTIFIC INC., AS IT MAY BE AMENDED FROM TIME TO TIME.

 

Management

 

Against

 

Against

 

2.

 

THE PROPOSAL TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT AND APPROVE THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

3.

 

THE NON-BINDING ADVISORY PROPOSAL TO APPROVE THE COMPENSATION THAT WILL OR MAY BE BECOME PAYABLE TO AFFYMETRIX NAMED EXECUTIVE OFFICERS IN CONNECTION WITH MERGER, AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE.

 

Management

 

Against

 

Against

 

 



 

RONA INC.

 

Security

776249104

Meeting Type

Special

Ticker Symbol

RONAF

Meeting Date

31-Mar-2016

ISIN

CA7762491040

Agenda

934333991 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

SPECIAL RESOLUTION OF HOLDERS OF COMMON SHARES OF RONA INC., THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX “A” TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR OF RONA INC. DATED FEBRUARY 25, 2016 (THE “INFORMATION CIRCULAR”), TO APPROVE A STATUTORY PLAN OF ARRANGEMENT UNDER CHAPTER XVI - DIVISION II OF THE BUSINESS CORPORATIONS ACT (QUEBEC), ALL AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR.

 

Management

 

For

 

For

 

 

ATMEL CORPORATION

 

Security

049513104

Meeting Type

Special

Ticker Symbol

ATML

Meeting Date

01-Apr-2016

ISIN

US0495131049

Agenda

934332761 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 19, 2016, AMONG ATMEL CORPORATION, MICROCHIP TECHNOLOGY INCORPORATED AND HERO ACQUISITION CORPORATION.

 

Management

 

For

 

For

 

2.

 

THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION PAYMENTS THAT WILL OR MAY BE MADE TO ATMEL’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

TNT EXPRESS NV, AMSTERDAM

 

Security

N8726Y106

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

06-Apr-2016

ISIN

NL0009739424

Agenda

706695422 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

OPENING OF THE GENERAL MEETING

 

Non-Voting

 

 

 

 

 

2

 

REPORT OF THE MANAGING BOARD ON THE FISCAL YEAR 2015

 

Non-Voting

 

 

 

 

 

3

 

THE ANNUAL REPORT OF THE MANAGING BOARD OF THE FINANCIAL YEAR 2015 WILL BE-DISCUSSED

 

Non-Voting

 

 

 

 

 

4

 

DISCUSSED WILL BE THE INFORMATION CONCERNING THE REMUNERATION FOR MANAGING-BOARD MEMBERS IN 2015 AS INCLUDED IN CHAPTER 4 OF THE ANNUAL REPORT 2015 (P.-49 - 54) AND IN THE NOTES TO THE CONSOLIDATED STATEMENTS (P. 96 98)

 

Non-Voting

 

 

 

 

 

5

 

APPROVAL OF THE ANNUAL ACCOUNTS ON THE FISCAL YEAR 2015

 

Management

 

For

 

For

 

6

 

THE MANAGING BOARD DECIDED WITH THE APPROVAL OF THE SUPERVISORY BOARD TO- ALLOCATE THE LOSSES OVER THE FINANCIAL YEAR 2015 TO THE RESERVES. NO-DISTRIBUTION TO SHAREHOLDERS WILL TAKE PLACE OVER THE FINANCIAL YEAR 2015

 

Non-Voting

 

 

 

 

 

7

 

IT IS PROPOSED TO DISCHARGE THE MANAGING BOARD IN RESPECT OF THE DUTIES PERFORMED DURING THE PAST FISCAL YEAR

 

Management

 

For

 

For

 

8

 

IT IS PROPOSED TO DISCHARGE AND THE SUPERVISORY BOARD IN RESPECT OF THE DUTIES PERFORMED DURING THE PAST FISCAL YEAR

 

Management

 

For

 

For

 

9

 

IT IS PROPOSED THAT THE MANAGING BOARD SUBJECT TO THE APPROVAL OF THE SUPERVISORY BOARD BE DESIGNATED FOR A PERIOD OF 18 MONTHS AS THE BODY WHICH IS AUTHORISED TO RESOLVE TO ISSUE SHARES UP TO A NUMBER OF SHARES NOT EXCEEDING 10 PERCENT OF THE NUMBER OF ISSUED SHARES IN THE CAPITAL OF THE COMPANY WITH AN ADDITIONAL 10 PERCENT IN THE CASE OF A MERGER OR ACQUISITION INVOLVING THE COMPANY

 

Management

 

For

 

For

 

10

 

IT IS PROPOSED THAT THE MANAGING BOARD IS AUTHORISED UNDER APPROVAL OF THE SUPERVISORY BOARD AS THE SOLE BODY TO LIMIT OR EXCLUDE THE PRE-EMPTIVE RIGHT ON NEW ISSUED SHARES IN THE COMPANY. THE AUTHORIZATION WILL BE VALID FOR A PERIOD OF 18 MONTHS AS FROM THE DATE OF THIS MEETING

 

Management

 

For

 

For

 

11

 

IT IS PROPOSED THAT THE MANAGING BOARD BE AUTHORISED SUBJECT TO THE APPROVAL OF THE SUPERVISORY BOARD, TO CAUSE THE COMPANY TO ACQUIRE ITS OWN SHARES FOR VALUABLE CONSIDERATION, UP TO A MAXIMUM NUMBER NOT EXCEEDING 10 PERCENT OF THE ISSUED CAPITAL. SUCH ACQUISITION MAY BE EFFECTED BY MEANS OF ANY TYPE OF CONTRACT, INCLUDING STOCK EXCHANGE TRANSACTIONS AND PRIVATE TRANSACTIONS. THE PRICE MUST LIE BETWEEN THE NOMINAL VALUE OF THE SHARES AND AN AMOUNT EQUAL TO 110 PERCENT OF THE MARKET PRICE. BY ‘MARKET PRICE’ IS UNDERSTOOD THE AVERAGE OF THE CLOSING PRICES REACHED BY THE SHARES ON EACH OF THE 5 STOCK EXCHANGE BUSINESS DAYS PRECEDING THE DATE OF ACQUISITION, AS EVIDENCED BY THE OFFICIAL PRICE LIST OF EURONEXT AMSTERDAM NV. THE AUTHORISATION WILL BE VALID FOR A PERIOD OF 18 MONTHS, COMMENCING ON 6 APRIL 2016

 

Management

 

For

 

For

 

12

 

ANY OTHER BUSINESS

 

Non-Voting

 

 

 

 

 

13

 

CLOSING OF THE GENERAL MEETING

 

Non-Voting

 

 

 

 

 

 



 

BLOUNT INTERNATIONAL, INC.

 

Security

095180105

Meeting Type

Special

Ticker Symbol

BLT

Meeting Date

07-Apr-2016

ISIN

US0951801051

Agenda

934343459 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 9, 2015 (AS IT MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED IN ACCORDANCE WITH ITS TERMS, THE “MERGER AGREEMENT”), AMONG BLOUNT INTERNATIONAL, INC., A DELAWARE CORPORATION (THE “COMPANY”), ASP BLADE INTERMEDIATE HOLDINGS, ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

2.

 

NON-BINDING, ADVISORY PROPOSAL TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH, OR FOLLOWING, THE CONSUMMATION OF THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

3.

 

PROPOSAL TO ADJOURN 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.

 

Management

 

For

 

For

 

 

STARWOOD HOTELS & RESORTS WORLDWIDE,INC.

 

 

Security

85590A401

Meeting Type

Special

Ticker Symbol

HOT

Meeting Date

08-Apr-2016

ISIN

US85590A4013

Agenda

934331187 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 15, 2015, BY AND AMONG STARWOOD, MARRIOTT INTERNATIONAL, INC., A DELAWARE CORPORATION (“MARRIOTT”), SOLAR MERGER SUB 1, INC., A WHOLLY OWNED DIRECT SUBSIDIARY OF STARWOOD (“HOLDCO”), SOLAR MERGER SUB 2, INC., ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO STARWOOD’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE COMBINATION TRANSACTIONS.

 

Management

 

For

 

For

 

 



 

JARDEN CORPORATION

 

Security

471109108

Meeting Type

Special

Ticker Symbol

JAH

Meeting Date

15-Apr-2016

ISIN

US4711091086

Agenda

934353563 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 13, 2015 BY AND AMONG NEWELL RUBBERMAID INC., A DELAWARE CORPORATION, AND JARDEN CORPORATION, A DELAWARE CORPORATION (AS IT MAY BE AMENDED FROM TIME TO TIME)

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS THE MERGER-RELATED COMPENSATION PROPOSAL

 

Management

 

For

 

For

 

3.

 

TO CONSIDER AND VOTE ON THE PROPOSAL TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING

 

Management

 

For

 

For

 

 

HEARTLAND PAYMENT SYSTEMS, INC.

 

Security

42235N108

Meeting Type

Special

Ticker Symbol

HPY

Meeting Date

21-Apr-2016

ISIN

US42235N1081

Agenda

934365671 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 15, 2015, BY AND AMONG HEARTLAND PAYMENT SYSTEMS, INC., GLOBAL PAYMENTS INC., DATA MERGER SUB ONE, INC., AND DATA MERGER SUB TWO, LLC.

 

Management

 

For

 

For

 

2.

 

PROPOSAL TO APPROVE, BY ADVISORY (NON- BINDING) VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR HEARTLAND’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGERS.

 

Management

 

For

 

For

 

3.

 

PROPOSAL FOR ADJOURNMENT 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 APPROVE THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

THE ADT CORPORATION

 

Security

00101J106

Meeting Type

Special

Ticker Symbol

ADT

Meeting Date

22-Apr-2016

ISIN

US00101J1060

Agenda

934365758 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 14, 2016, AMONG THE ADT CORPORATION, PRIME SECURITY SERVICES BORROWER, LLC, PRIME SECURITY ONE MS, INC., AND SOLELY FOR THE PURPOSES OF ARTICLE IX THEREOF, PRIME SECURITY SERVICES PARENT, INC. AND PRIME SECURITY SERVICES TOPCO PARENT, L.P., AS AMENDED OR MODIFIED FROM TIME TO TIME.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BE PAID BY THE ADT CORPORATION TO ITS NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER.

 

Management

 

For

 

For

 

3.

 

TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING OF STOCKHOLDERS OF THE ADT CORPORATION FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, FOR THE PURPOSE OF SOLICITING ADDITIONAL VOTES FOR THE APPROVAL OF THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

ASTORIA FINANCIAL CORPORATION

 

Security

046265104

Meeting Type

Special

Ticker Symbol

AF

Meeting Date

26-Apr-2016

ISIN

US0462651045

Agenda

934351519 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 28, 2015, BY AND BETWEEN ASTORIA FINANCIAL CORPORATION (“ASTORIA”) AND NEW YORK COMMUNITY BANCORP, INC., AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME (“ASTORIA MERGER PROPOSAL”).

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION THAT CERTAIN EXECUTIVE OFFICERS OF ASTORIA MAY RECEIVE IN CONNECTION WITH THE ASTORIA MERGER PROPOSAL PURSUANT TO EXISTING AGREEMENTS OR ARRANGEMENTS WITH ASTORIA.

 

Management

 

For

 

For

 

3.

 

TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE ASTORIA MERGER PROPOSAL.

 

Management

 

For

 

For

 

 



 

SYNGENTA AG

 

Security

87160A100

Meeting Type

Annual

Ticker Symbol

SYT

Meeting Date

26-Apr-2016

ISIN

US87160A1007

Agenda

934362841 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

ANNUAL REPORT 2015: APPROVAL OF THE ANNUAL REPORT, INCLUDING THE ANNUAL FINANCIAL STATEMENTS AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2015

 

Management

 

For

 

For

 

2.

 

CONSULTATIVE VOTE ON THE COMPENSATION REPORT FOR THE YEAR 2015

 

Management

 

For

 

For

 

3.

 

DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE

 

Management

 

For

 

For

 

4.

 

REDUCTION OF SHARE CAPITAL BY CANCELLATION OF REPURCHASED SHARES

 

Management

 

For

 

For

 

5A.

 

APPROPRIATION OF THE AVAILABLE EARNINGS AS PER BALANCE SHEET 2015 AND DIVIDEND DECISIONS: RESOLUTION ON THE ORDINARY DIVIDEND

 

Management

 

For

 

For

 

5B.

 

APPROPRIATION OF THE AVAILABLE EARNINGS AS PER BALANCE SHEET 2015 AND DIVIDEND DECISIONS: RESOLUTION ON A SPECIAL DIVIDEND (CONDITIONAL RESOLUTION)

 

Management

 

For

 

For

 

6A.

 

RE-ELECTION OF VINITA BALI TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

6B.

 

RE-ELECTION OF STEFAN BORGAS TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

6C.

 

RE-ELECTION OF GUNNAR BROCK TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

6D.

 

RE-ELECTION OF MICHEL DEMARE TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

6E.

 

RE-ELECTION OF ELENI GABRE-MADHIN TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

6F.

 

RE-ELECTION OF DAVID LAWRENCE TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

6G.

 

RE-ELECTION OF EVELINE SAUPPER TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

6H.

 

RE-ELECTION OF JURG WITMER TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

7.

 

RE-ELECTION OF MICHEL DEMARE AS CHAIRMAN OF THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

8A.

 

RE-ELECTION OF EVELINE SAUPPER TO THE COMPENSATION COMMITTEE

 

Management

 

For

 

For

 

8B.

 

RE-ELECTION OF JURG WITMER TO THE COMPENSATION COMMITTEE

 

Management

 

For

 

For

 

8C.

 

ELECTION OF STEFAN BORGAS TO THE COMPENSATION COMMITTEE

 

Management

 

For

 

For

 

9.

 

MAXIMUM TOTAL COMPENSATION OF THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

10.

 

MAXIMUM TOTAL COMPENSATION OF THE EXECUTIVE COMMITTEE

 

Management

 

For

 

For

 

11.

 

ELECTION OF THE INDEPENDENT PROXY

 

Management

 

For

 

For

 

12.

 

ELECTION OF THE EXTERNAL AUDITOR

 

Management

 

For

 

For

 

13.

 

PROPOSALS OF SHAREHOLDERS IN CASE ADDITIONAL AND/OR COUNTER- PROPOSALS ARE PRESENTED AT THE MEETING

 

Shareholder

 

For

 

For

 

 



 

E. I. DU PONT DE NEMOURS AND COMPANY

 

Security

263534109

Meeting Type

Annual

Ticker Symbol

DD

Meeting Date

27-Apr-2016

ISIN

US2635341090

Agenda

934345833 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

ELECTION OF DIRECTOR: LAMBERTO ANDREOTTI

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: EDWARD D. BREEN

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: ROBERT A. BROWN

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: ALEXANDER M. CUTLER

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: ELEUTHERE I. DU PONT

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: JAMES L. GALLOGLY

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: MARILLYN A. HEWSON

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: LOIS D. JULIBER

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: ULF M. SCHNEIDER

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: LEE M. THOMAS

 

Management

 

For

 

For

 

1K.

 

ELECTION OF DIRECTOR: PATRICK J. WARD

 

Management

 

For

 

For

 

2.

 

TO APPROVE AN AMENDMENT TO, AND PERFORMANCE GOALS UNDER, THE E. I. DU PONT DE NEMOURS AND COMPANY EQUITY AND INCENTIVE PLAN

 

Management

 

For

 

For

 

3.

 

ON RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTING FIRM

 

Management

 

For

 

For

 

4.

 

TO APPROVE, BY ADVISORY VOTE, EXECUTIVE COMPENSATION

 

Management

 

For

 

For

 

5.

 

ON EMPLOYEE BOARD ADVISORY POSITION

 

Shareholder

 

Against

 

For

 

6.

 

ON SUPPLY CHAIN DEFORESTATION IMPACT

 

Shareholder

 

Against

 

For

 

7.

 

ON ACCIDENT RISK REDUCTION REPORT

 

Shareholder

 

Against

 

For

 

 



 

NEWPORT CORPORATION

 

Security

651824104

Meeting Type

Special

Ticker Symbol

NEWP

Meeting Date

27-Apr-2016

ISIN

US6518241046

Agenda

934367904 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 22, 2016, BY AND AMONG NEWPORT CORPORATION (THE “COMPANY”), MKS INSTRUMENTS, INC. (“PARENT”), AND PSI EQUIPMENT, INC. (“MERGER SUB”), AND THE TRANSACTIONS CONTEMPLATED THEREBY (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

2.

 

TO APPROVE THE POSTPONEMENT OR ADJOURNMENT OF THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1, IF DEEMED NECESSARY OR APPROPRIATE BY THE BOARD OF DIRECTORS.

 

Management

 

For

 

For

 

3.

 

TO APPROVE ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER.

 

Management

 

For

 

For

 

 

THE EMPIRE DISTRICT ELECTRIC COMPANY

 

Security

291641108

Meeting Type

Annual

Ticker Symbol

EDE

Meeting Date

28-Apr-2016

ISIN

US2916411083

Agenda

934344122 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

ROSS C. HARTLEY

 

 

 

For

 

For

 

 

 

2

HERBERT J. SCHMIDT

 

 

 

For

 

For

 

 

 

3

C. JAMES SULLIVAN

 

 

 

For

 

For

 

2.

 

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS EMPIRE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

3.

 

TO VOTE UPON A NON-BINDING ADVISORY PROPOSAL TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

 

Management

 

For

 

For

 

 



 

KUONI REISEN HOLDING AG, ZUERICH

 

Security

H47070133

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

02-May-2016

ISIN

CH0314790905

Agenda

706912741 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE-REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE-REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT-FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A-REGISTERED LOCATION AT THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL-SUB- CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE-THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND-RE- REGISTRATION FOLLOWING A TRADE. THEREFORE WHILST THIS DOES NOT PREVENT THE-TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF-REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE-SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR-CLIENT REPRESENTATIVE

 

Non-Voting

 

 

 

 

 

1.1.1

 

ELECT ULF BERG AS DIRECTOR

 

Management

 

For

 

For

 

1.1.2

 

ELECT MICHAEL BAUER AS DIRECTOR

 

Management

 

For

 

For

 

1.1.3

 

ELECT THOMAS GEISER AS DIRECTOR

 

Management

 

For

 

For

 

1.2

 

ELECT ULF BERG AS BOARD CHAIRMAN

 

Management

 

For

 

For

 

1.3.1

 

APPOINT ULF BERG AS MEMBER OF THE COMPENSATION COMMITTEE

 

Management

 

For

 

For

 

1.3.2

 

APPOINT MICHAEL BAUER AS MEMBER OF THE COMPENSATION COMMITTEE

 

Management

 

For

 

For

 

2

 

AMEND ARTICLES RE: REMOVE RESTRICTION OF VOTING RIGHTS

 

Management

 

For

 

For

 

 



 

KUONI REISEN HOLDING AG, ZUERICH

 

Security

H47075108

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

02-May-2016

ISIN

CH0003504856

Agenda

706912777 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE-REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE-REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT-FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A-REGISTERED LOCATION AT THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL-SUB- CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE-THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND-RE- REGISTRATION FOLLOWING A TRADE. THEREFORE WHILST THIS DOES NOT PREVENT THE-TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF-REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE-SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR-CLIENT REPRESENTATIVE

 

Non-Voting

 

 

 

 

 

1.1.1

 

ELECTION OF THE BOARD OF DIRECTOR: ULF BERG

 

Management

 

 

 

 

 

1.1.2

 

ELECTION OF THE BOARD OF DIRECTOR: MICHAEL BAUER

 

Management

 

 

 

 

 

1.1.3

 

ELECTION OF THE BOARD OF DIRECTOR: THOMAS GEISER

 

Management

 

 

 

 

 

1.2

 

ELECTION OF ULF BERG AS CHAIRMAN OF THE BOARD OF DIRECTORS

 

Management

 

 

 

 

 

1.3.1

 

ELECTION OF THE MEMBER TO THE COMPENSATION COMMITTEE: ULF BERG

 

Management

 

 

 

 

 

1.3.2

 

ELECTION OF THE MEMBER TO THE COMPENSATION COMMITTEE: MICHAEL BAUER

 

Management

 

 

 

 

 

2

 

AMENDMENT OF THE ARTICLES OF INCORPORATION: ARTICLE 3, ARTICLE 5, ARTICLE 13, ARTICLE 14 AND ARTICLE 16

 

Management

 

 

 

 

 

 

SNYDER’S-LANCE, INC.

 

Security

833551104

Meeting Type

Annual

Ticker Symbol

LNCE

Meeting Date

04-May-2016

ISIN

US8335511049

Agenda

934376117 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

JOHN E. DENTON

 

 

 

For

 

For

 

 

 

2

BRIAN J. DRISCOLL

 

 

 

For

 

For

 

 

 

3

LAWRENCE V. JACKSON

 

 

 

For

 

For

 

 

 

4

DAVID C. MORAN

 

 

 

For

 

For

 

 

 

5

DAN C. SWANDER

 

 

 

For

 

For

 

2.

 

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

3.

 

APPROVE 2016 KEY EMPLOYEE INCENTIVE PLAN.

 

Management

 

For

 

For

 

4.

 

RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTING FIRM.

 

Management

 

For

 

For

 

 



 

ALLERGAN PLC

 

Security

G0177J108

Meeting Type

Annual

Ticker Symbol

AGN

Meeting Date

05-May-2016

ISIN

IE00BY9D5467

Agenda

934354565 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

NESLI BASGOZ, M.D.

 

 

 

For

 

For

 

 

 

2

PAUL M. BISARO

 

 

 

For

 

For

 

 

 

3

JAMES H. BLOEM

 

 

 

For

 

For

 

 

 

4

CHRISTOPHER W. BODINE

 

 

 

For

 

For

 

 

 

5

CHRISTOPHER J. COUGHLIN

 

 

 

For

 

For

 

 

 

6

MICHAEL R. GALLAGHER

 

 

 

For

 

For

 

 

 

7

CATHERINE M. KLEMA

 

 

 

For

 

For

 

 

 

8

PETER J. MCDONNELL, M.D

 

 

 

For

 

For

 

 

 

9

PATRICK J. O’SULLIVAN

 

 

 

For

 

For

 

 

 

10

BRENTON L. SAUNDERS

 

 

 

For

 

For

 

 

 

11

RONALD R. TAYLOR

 

 

 

For

 

For

 

 

 

12

FRED G. WEISS

 

 

 

For

 

For

 

2.

 

TO APPROVE, IN A NON-BINDING VOTE, NAMED EXECUTIVE OFFICER COMPENSATION

 

Management

 

For

 

For

 

3.

 

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, 2016 AND TO AUTHORIZE, IN A BINDING VOTE, THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT AND COMPLIANCE COMMITTEE, TO DETERMINE PRICEWATERHOUSECOOPERS LLP’S REMUNERATION

 

Management

 

For

 

For

 

4A.

 

TO APPROVE THE AMENDMENT OF THE COMPANY’S: MEMORANDUM OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE AMENDMENTS

 

Management

 

For

 

For

 

4B.

 

TO APPROVE THE AMENDMENT OF THE COMPANY’S: ARTICLES OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE AMENDMENTS

 

Management

 

For

 

For

 

5A.

 

TO APPROVE THE AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION IN ORDER TO: PROVIDE FOR A PLURALITY VOTING STANDARD IN THE EVENT OF A CONTESTED ELECTION

 

Management

 

For

 

For

 

5B.

 

TO APPROVE THE AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION IN ORDER TO: GRANT THE BOARD OF DIRECTORS SOLE AUTHORITY TO DETERMINE ITS SIZE

 

Management

 

For

 

For

 

6.

 

TO APPROVE THE REDUCTION OF COMPANY CAPITAL

 

Management

 

For

 

For

 

7.

 

TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING AN ANNUAL REPORT ON LOBBYING ACTIVITIES, IF PROPERLY PRESENTED AT THE MEETING

 

Shareholder

 

Against

 

For

 

8.

 

TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN, IF PROPERLY PRESENTED AT THE MEETING

 

Shareholder

 

Against

 

For

 

 



 

POWERSECURE INTERNATIONAL, INC.

 

Security

73936N105

Meeting Type

Special

Ticker Symbol

POWR

Meeting Date

05-May-2016

ISIN

US73936N1054

Agenda

934387932 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED FEBRUARY 24, 2016, BY AND AMONG THE SOUTHERN COMPANY, PSMS CORP. AND POWERSECURE INTERNATIONAL, INC. (THE “COMPANY”).

 

Management

 

For

 

For

 

2.

 

TO APPROVE THE COMPENSATION THAT MAY BE PAID OR MAY BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH, OR FOLLOWING, THE CONSUMMATION OF THE MERGER.

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE ADJOURNMENT 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.

 

Management

 

For

 

For

 

 



 

CEGID GROUP, LYON

 

Security

F14574101

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

09-May-2016

ISIN

FR0000124703

Agenda

706873204 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR”-AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.

 

Non-Voting

 

 

 

 

 

CMMT

 

THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE- GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE

 

Non-Voting

 

 

 

 

 

CMMT

 

22 APR 2016: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINK”- https://balo.journal- officiel.gouv.fr/pdf/2016/0401/201604011601095.pdf.- REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK:-https://balo.journal- officiel.gouv.fr/pdf/2016/0422/201604221601518.pdf. IF- YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

1

 

APPROVAL OF THE ANNUAL CORPORATE FINANCIAL STATEMENTS-DISCHARGE TO BE GIVEN TO THE DIRECTORS

 

Management

 

For

 

For

 

2

 

APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

 

Management

 

For

 

For

 

3

 

APPROVAL OF AGREEMENTS PURSUANT TO ARTICLES L.225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE

 

Management

 

For

 

For

 

4

 

ALLOCATION OF INCOME AND SETTING OF THE DIVIDEND: EUR 1.25 PER SHARE

 

Management

 

Against

 

Against

 

5

 

SETTING THE AMOUNT OF ATTENDANCE FEES TO BE ALLOCATED TO THE DIRECTORS FOR THE CURRENT FINANCIAL YEAR

 

Management

 

For

 

For

 

6

 

RENEWAL OF THE TERM OF MR JEAN-MICHEL AULAS AS DIRECTOR

 

Management

 

For

 

For

 

7

 

RENEWAL OF THE TERM OF THE COMPANY ICMI AS DIRECTOR, REPRESENTED BY MR PATRICK BERTRAND

 

Management

 

For

 

For

 

8

 

RENEWAL OF TERM OF MS ELISABETH THION AS DIRECTOR

 

Management

 

For

 

For

 

9

 

RENEWAL OF THE TERM OF MR FRANKLIN DEVAUX AS DIRECTOR

 

Management

 

For

 

For

 

10

 

RENEWAL OF THE TERM OF MR JEAN-LUC LENART AS DIRECTOR

 

Management

 

For

 

For

 

11

 

RENEWAL OF THE TERM OF MAZARS AS STATUTORY AUDITOR

 

Management

 

For

 

For

 

12

 

APPOINTMENT OF MR GILLES RAINAUT AS DEPUTY STATUTORY AUDITOR TO MR PIERRE SARDET

 

Management

 

For

 

For

 

13

 

POWERS TO CARRY OUT ALL LEGAL FORMALITIES

 

Management

 

For

 

For

 

 



 

CEGID GROUP, LYON

 

Security

F14574101

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

09-May-2016

ISIN

FR0000124703

Agenda

706873355 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR”-AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.

 

Non-Voting

 

 

 

 

 

CMMT

 

THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE- GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE

 

Non-Voting

 

 

 

 

 

CMMT

 

22 APR 2016: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINK”- https://balo.journal- officiel.gouv.fr/pdf/2016/0401/201604011601095.pdf.- REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK:-https://balo.journal- officiel.gouv.fr/pdf/2016/0422/201604221601518.pdf. IF- YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

1

 

AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE SECURITIES WITH RETENTION OF THE SHAREHOLDERS’ PREEMPTIVE SUBSCRIPTION RIGHT

 

Management

 

For

 

For

 

2

 

AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY INCORPORATING RESERVES, PROFITS OR PREMIUMS

 

Management

 

For

 

For

 

3

 

AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE SECURITIES WITH CANCELLATION OF THE SHAREHOLDERS’ PREEMPTIVE SUBSCRIPTION RIGHT

 

Management

 

For

 

For

 

4

 

AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE AMOUNT ISSUED IN THE EVENT OF OVERSUBSCRIPTION

 

Management

 

For

 

For

 

5

 

AUTHORISATION TO CARRY OUT THE ISSUANCE OF SHARES, SECURITIES OR TRANSFERABLE SECURITIES BY FREELY SETTING THE ISSUANCE PRICE

 

Management

 

For

 

For

 

6

 

AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH INCREASING THE CAPITAL BY UP TO 10%, IN ORDER TO REMUNERATE IN-KIND CONTRIBUTIONS

 

Management

 

For

 

For

 

7

 

AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO DECIDE UPON THE ISSUANCE OF SHARE SUBSCRIPTION WARRANTS TO BE FREELY ALLOCATED TO COMPANY SHAREHOLDERS

 

Management

 

For

 

For

 

8

 

AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO USE DELEGATIONS OF AUTHORITY TO INCREASE AND REDUCE SHARE CAPITAL DURING A PUBLIC OFFER PERIOD TARGETING COMPANY SECURITIES

 

Management

 

For

 

For

 

9

 

AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH INCREASING THE SHARE CAPITAL BY ISSUING SHARES RESERVED FOR EMPLOYEES ADHERING TO A COMPANY SAVINGS PLAN PURSUANT TO THE PROVISIONS IN THE FRENCH COMMERCIAL CODE AND IN ARTICLES L.3332-18 AND FOLLOWING OF THE FRENCH LABOUR CODE, WITH CANCELLATION OF THE SHAREHOLDERS’ PREEMPTIVE SUBSCRIPTION RIGHT

 

Management

 

For

 

For

 

10

 

AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS, SUBJECT TO APPROVAL BY THE PRESENT EXTRAORDINARY GENERAL MEETING, TO USE THE DELEGATIONS OF AUTHORITY CITED IN THE THIRD, FOURTH AND FIFTH RESOLUTIONS OF THE PRESENT EXTRAORDINARY GENERAL MEETING IN ORDER TO PROCEED WITH ISSUING ONE OR MORE EQUITY SECURITIES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHT, THROUGH A PRIVATE PLACEMENT, UNDER THE CONDITIONS OF ARTICLE L.225-136 OF THE FRENCH COMMERCIAL CODE AND PURSUANT TO SECTION II OF ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE

 

Management

 

For

 

For

 

11

 

AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO USE THE SHARES ACQUIRED THROUGH THE SHARE BUYBACK PROGRAMME

 

Management

 

For

 

For

 

12

 

POWERS TO CARRY OUT ALL LEGAL FORMALITIES

 

Management

 

For

 

For

 

 



 

CHECKPOINT SYSTEMS, INC.

 

Security

162825103

Meeting Type

Special

Ticker Symbol

CKP

Meeting Date

11-May-2016

ISIN

US1628251035

Agenda

934390268 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED MARCH 1, 2016, AS IT MAY BE AMENDED FROM TIME TO TIME (THE “MERGER AGREEMENT”), BY AND AMONG CCL INDUSTRIES INC., CCL INDUSTRIES USA CORP. (“MERGER SUB”) AND CHECKPOINT SYSTEMS, INC. (“CHECKPOINT”), THEREBY APPROVING THE TRANSACTIONS ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPENSATION ARRANGEMENTS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT THAT MAY BE PAYABLE TO CHECKPOINT’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER.

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE CHECKPOINT BOARD OF DIRECTORS, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

USG PEOPLE NV, ALMERE

 

Security

N9040V117

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

12-May-2016

ISIN

NL0000354488

Agenda

706865500 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

OPENING

 

Non-Voting

 

 

 

 

 

2

 

REPORT OF THE EXECUTIVE BOARD FOR THE 2015 FINANCIAL YEAR

 

Non-Voting

 

 

 

 

 

3

 

APPLICATION OF THE REMUNERATION POLICY IN 2015

 

Non-Voting

 

 

 

 

 

4

 

DISCUSSION OF THE POLICY ON RESERVES AND DIVIDENDS

 

Non-Voting

 

 

 

 

 

5

 

ADOPTION OF THE ANNUAL ACCOUNTS FOR 2015

 

Management

 

For

 

For

 

6

 

APPROVAL OF THE EXECUTIVE BOARD’S MANAGEMENT AND DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE EXECUTIVE BOARD

 

Management

 

For

 

For

 

7

 

APPROVAL OF THE SUPERVISORY BOARD’S SUPERVISION AND DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

8.A

 

NOTIFICATION OF A VACANCY ON THE SUPERVISORY BOARD

 

Non-Voting

 

 

 

 

 

8.B

 

OPPORTUNITY TO THE GENERAL MEETING OF SHAREHOLDERS TO MAKE RECOMMENDATIONS- FOR THE (RE)APPOINTMENT OF A MEMBER OF THE SUPERVISORY BOARD

 

Non-Voting

 

 

 

 

 

8.C

 

NOTIFICATION BY THE SUPERVISORY BOARD REGARDING THE PERSON NOMINATED FOR- (RE)APPOINTMENT

 

Non-Voting

 

 

 

 

 

8.D

 

REAPPOINTMENT OF MR. C. VEERMAN AS MEMBER OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

9

 

EXPLANATION OF THE PUBLIC OFFER BY RECRUIT HOLDINGS CO., LTD. FOR ALL ISSUED-AND OUTSTANDING ORDINARY SHARES IN THE CAPITAL OF USG PEOPLE (THE “OFFER”)

 

Non-Voting

 

 

 

 

 

10.A

 

ABOLITION OF THE LARGE COMPANY REGIME PER THE SETTLEMENT DATE

 

Management

 

For

 

For

 

10.B

 

AMENDMENT TO THE ARTICLES OF ASSOCIATION (“THE AMENDMENT TO THE ARTICLES OF ASSOCIATION I”) ON THE SETTLEMENT DATE

 

Management

 

For

 

For

 

11.A

 

CONVERSION OF USG PEOPLE INTO A DUTCH PRIVATE LIMITED LIABILITY COMPANY

 

Management

 

For

 

For

 

11.B

 

AMENDMENT TO THE ARTICLES OF ASSOCIATION OF USG PEOPLE ON OR AFTER THE DATE OF DELISTING FROM EURONEXT AMSTERDAM

 

Management

 

For

 

For

 

12.A

 

APPOINTMENT AS EXECUTIVE DIRECTOR AND DESIGNATION AS CHIEF EXECUTIVE OFFICER OF MR. R. ZANDBERGEN AS FROM THE MOMENT THAT THE AMENDMENT TO THE ARTICLES OF ASSOCIATION I COMES INTO EFFECT

 

Management

 

For

 

For

 

12.B

 

APPOINTMENT AS EXECUTIVE DIRECTOR AND DESIGNATION AS CHIEF FINANCIAL OFFICER OF MS. L. GEIRNAERDT AS FROM THE MOMENT THAT THE AMENDMENT TO THE ARTICLES OF ASSOCIATION I COMES INTO EFFECT

 

Management

 

For

 

For

 

12.C

 

APPOINTMENT AS EXECUTIVE DIRECTOR AND DESIGNATION AS CHIEF INTEGRATION OFFICER OF MR. K. SAKAMOTO AS FROM THE MOMENT THAT THE AMENDMENT TO THE ARTICLES OF ASSOCIATION I COMES INTO EFFECT

 

Management

 

For

 

For

 

13.A

 

APPOINTMENT AS NON-EXECUTIVE DIRECTOR AND DESIGNATION AS CHAIRMAN OF MR. H. MOTOHARA AS PER THE MOMENT THAT THE AMENDMENT TO THE ARTICLES OF ASSOCIATION I COMES INTO EFFECT

 

Management

 

For

 

For

 

13.B

 

APPOINTMENT AS NON-EXECUTIVE DIRECTOR OF MR. T. OKA AS FROM THE MOMENT THAT THE AMENDMENT TO THE ARTICLES OF ASSOCIATION I COMES INTO EFFECT

 

Management

 

For

 

For

 

13.C

 

APPOINTMENT AS NON-EXECUTIVE DIRECTOR OF MR. T. NISHIMURA AS FROM THE MOMENT THAT THE AMENDMENT TO THE ARTICLES OF ASSOCIATION I COMES INTO EFFECT

 

Management

 

For

 

For

 

13.D

 

APPOINTMENT AS NON-EXECUTIVE DIRECTOR OF MR. A.G. MAUDE AS FROM THE MOMENT THAT THE AMENDMENT TO THE ARTICLES OF ASSOCIATION I COMES INTO EFFECT

 

Management

 

For

 

For

 

14

 

ACCEPTANCE OF THE RESIGNATION AND GRANTING OF FULL AND FINAL RELEASE AND DISCHARGE FROM LIABILITY OF MS. W.J. MAAS, MR. C. VEERMAN, MR. J.F.F.E. THIJS, MR. A.D. MULDER AND MR. R. DE JONG IN CONJUNCTION WITH THEIR RESIGNATION AS MEMBERS OF THE SUPERVISORY BOARD AS FROM THE MOMENT THAT THE AMENDMENT TO THE ARTICLES OF ASSOCIATION I COMES INTO EFFECT

 

Management

 

For

 

For

 

15.A

 

DESIGNATION OF THE EXECUTIVE BOARD AS THE BODY AUTHORISED TO ISSUE ORDINARY SHARES AND TO GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES

 

Management

 

For

 

For

 

15.B

 

DESIGNATION OF THE EXECUTIVE BOARD AS THE BODY AUTHORISED TO LIMIT OR EXCLUDE PRE- EMPTION RIGHTS

 

Management

 

For

 

For

 

16

 

AUTHORISATION OF THE EXECUTIVE BOARD TO

 

Management

 

For

 

For

 

 

 

PURCHASE USG PEOPLE SHARES

 

 

 

 

 

 

 

17

 

ANY OTHER BUSINESS

 

Non-Voting

 

 

 

 

 

18

 

CLOSING

 

Non-Voting

 

 

 

 

 

 



 

QUESTAR CORPORATION

 

Security

748356102

Meeting Type

Special

Ticker Symbol

STR

Meeting Date

12-May-2016

ISIN

US7483561020

Agenda

934382968 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED JANUARY 31, 2016, BY AND AMONG DOMINION RESOURCES, INC., DIAMOND BEEHIVE CORP. AND QUESTAR CORPORATION.

 

Management

 

For

 

For

 

2.

 

PROPOSAL TO APPROVE A NON-BINDING, ADVISORY PROPOSAL TO APPROVE THE COMPENSATION THAT MAY BE PAID OR MAY BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH, OR FOLLOWING, THE CONSUMMATION OF THE MERGER.

 

Management

 

For

 

For

 

3.

 

PROPOSAL TO APPROVE THE ADJOURNMENT 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 APPROVE THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

ITC HOLDINGS CORP.

 

Security

465685105

Meeting Type

Annual

Ticker Symbol

ITC

Meeting Date

19-May-2016

ISIN

US4656851056

Agenda

934370913 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

ALBERT ERNST

 

 

 

For

 

For

 

 

 

2

CHRISTOPHER H. FRANKLIN

 

 

 

For

 

For

 

 

 

3

EDWARD G. JEPSEN

 

 

 

For

 

For

 

 

 

4

DAVID R. LOPEZ

 

 

 

For

 

For

 

 

 

5

HAZEL R. O’LEARY

 

 

 

For

 

For

 

 

 

6

THOMAS G. STEPHENS

 

 

 

For

 

For

 

 

 

7

G. BENNETT STEWART, III

 

 

 

For

 

For

 

 

 

8

LEE C. STEWART

 

 

 

For

 

For

 

 

 

9

JOSEPH L. WELCH

 

 

 

For

 

For

 

2.

 

TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

3.

 

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2016.

 

Management

 

For

 

For

 

 



 

CARMIKE CINEMAS, INC.

 

Security

143436400

Meeting Type

Annual

Ticker Symbol

CKEC

Meeting Date

25-May-2016

ISIN

US1434364006

Agenda

934396878 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

ROLAND C. SMITH

 

 

 

For

 

For

 

 

 

2

MARK R. BELL

 

 

 

For

 

For

 

 

 

3

JEFFREY W. BERKMAN

 

 

 

For

 

For

 

 

 

4

SEAN T. ERWIN

 

 

 

For

 

For

 

 

 

5

JAMES A. FLEMING

 

 

 

For

 

For

 

 

 

6

S. DAVID PASSMAN III

 

 

 

For

 

For

 

 

 

7

PATRICIA A. WILSON

 

 

 

For

 

For

 

2.

 

TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016.

 

Management

 

For

 

For

 

3.

 

TO APPROVE, ON A NON-BINDING ADVISORY BASIS, EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

 

VMWARE, INC.

 

Security

928563402

Meeting Type

Annual

Ticker Symbol

VMW

Meeting Date

26-May-2016

ISIN

US9285634021

Agenda

934383491 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

2.

 

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF VMWARE’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN VMWARE’S PROXY STATEMENT.

 

Management

 

For

 

For

 

3.

 

TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF VMWARE’S BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS VMWARE’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

 

Management

 

For

 

For

 

 



 

PROGRESSIVE WASTE SOLUTIONS LTD.

 

Security

74339G101

Meeting Type

Annual and Special Meeting

Ticker Symbol

BIN

Meeting Date

26-May-2016

ISIN

CA74339G1019

Agenda

934412836 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

APPROVAL OF AN ORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN SCHEDULE A TO THE ACCOMPANYING CIRCULAR, AUTHORIZING AND APPROVING THE MERGER AGREEMENT (AS DEFINED IN THE CIRCULAR), A COPY OF WHICH IS INCLUDED AS SCHEDULE B TO THE CIRCULAR, AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, ALL AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR.

 

Management

 

For

 

For

 

02

 

CONDITIONAL UPON THE APPROVAL OF THE TRANSACTION RESOLUTION, APPROVAL OF A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN SCHEDULE A TO THE ACCOMPANYING CIRCULAR, APPROVING A CONSOLIDATION OF THE ISSUED AND OUTSTANDING PROGRESSIVE COMMON SHARES ON THE BASIS OF ONE (1) PROGRESSIVE COMMON SHARES ON A POST-CONSOLIDATION BASIS FOR EVERY 2.076843 PROGRESSIVE COMMON SHARES OUTSTANDING ON A PRE-CONSOLIDATION BASIS, SUBJECT TO, AND IMMEDIATELY FOLLOWING, THE COMPLETION OF THE MERGER.

 

Management

 

For

 

For

 

03

 

CONDITIONAL UPON THE APPROVAL OF THE TRANSACTION RESOLUTION, APPROVAL OF AN ORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN SCHEDULE A TO THE ACCOMPANYING CIRCULAR, AUTHORIZING AND APPROVING THE ADOPTION BY THE CORPORATION OF THE NEW INCENTIVE PLAN (AS DEFINED IN THE CIRCULAR), A COPY OF WHICH IS ATTACHED AS SCHEDULE J TO THE CIRCULAR, AND THE RESERVATION FOR ISSUANCE OF PROGRESSIVE COMMON SHARES UNDER THE NEW INCENTIVE PLAN, IN EACH CASE SUBJECT TO, AND IMMEDIATELY FOLLOWING, THE COMPLETION OF THE MERGER.

 

Management

 

For

 

For

 

04

 

APPOINTMENT OF DELOITTE LLP, INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION UNTIL THE NEXT ANNUAL MEETING OF THE CORPORATION OR UNTIL THEIR SUCCESSOR IS APPOINTED AND AUTHORIZING THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS.

 

Management

 

For

 

For

 

05

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

JOHN T. DILLON

 

 

 

For

 

For

 

 

 

2

JAMES J. FORESE

 

 

 

For

 

For

 

 

 

3

LARRY S. HUGHES

 

 

 

For

 

For

 

 

 

4

JEFFREY L. KEEFER

 

 

 

For

 

For

 

 

 

5

DOUGLAS W. KNIGHT

 

 

 

For

 

For

 

 

 

6

SUSAN LEE

 

 

 

For

 

For

 

 

 

7

DANIEL R. MILLIARD

 

 

 

For

 

For

 

 



 

BAXALTA INCORPORATED

 

Security

07177M103

Meeting Type

Special

Ticker Symbol

BXLT

Meeting Date

27-May-2016

ISIN

US07177M1036

Agenda

934402986 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

ADOPTION OF THE MERGER AGREEMENT. PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 11, 2016, BY AND AMONG BAXALTA INCORPORATED, SHIRE PLC AND BEARTRACKS, INC.

 

Management

 

For

 

For

 

2.

 

ADVISORY VOTE ON MERGER-RELATED COMPENSATION FOR BAXALTA’S NAMED EXECUTIVE OFFICERS. PROPOSAL TO APPROVE, ON A NON-BINDING ADVISORY BASIS, COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO BAXALTA’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER.

 

Management

 

For

 

For

 

3.

 

ADJOURNMENT OF THE SPECIAL MEETING OF BAXALTA. PROPOSAL TO APPROVE ANY MOTION TO ADJOURN THE SPECIAL MEETING, OR ANY ADJOURNMENTS THEREOF, TO ANOTHER TIME OR PLACE, 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.

 

Management

 

For

 

For

 

 

REXAM

 

Security

ADPV26963

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

08-Jun-2016

ISIN

GB00BMHTPY25

Agenda

707108228 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

FOR THE PURPOSE OF CONSIDERING AND, IF THOUGHT FIT, APPROVING (WITH OR WITHOUT MODIFICATION) A SCHEME OF ARRANGEMENT PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 (THE SCHEME) BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS (AS DEFINED IN THE SCHEME DOCUMENT)

 

Management

 

For

 

For

 

CMMT

 

PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.

 

Non-Voting

 

 

 

 

 

 



 

MEDIA GENERAL, INC.

 

Security

58441K100

Meeting Type

Special

Ticker Symbol

MEG

Meeting Date

08-Jun-2016

ISIN

US58441K1007

Agenda

934424019 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 27, 2016, BY AND AMONG MEDIA GENERAL, INC. (“MEDIA GENERAL”), NEXSTAR BROADCASTING GROUP, INC. (“NEXSTAR”) AND NEPTUNE MERGER SUB, INC. (“MERGER SUB”), AND RELATED PLAN OF MERGER, PURSUANT TO WHICH MERGER SUB WILL BE MERGED WITH AND ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

2.

 

APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF COMPENSATION THAT WILL OR MAY BE PAID OR PROVIDED BY MEDIA GENERAL TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

3.

 

APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE MEDIA GENERAL SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

FIRSTMERIT CORPORATION

 

Security

337915102

Meeting Type

Special

Ticker Symbol

FMER

Meeting Date

13-Jun-2016

ISIN

US3379151026

Agenda

934419703 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 25, 2016, BY AND AMONG FIRSTMERIT, HUNTINGTON BANCSHARES INCORPORATED AND WEST SUBSIDIARY CORPORATION, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME (THE “FIRSTMERIT MERGER PROPOSAL”).

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION THAT CERTAIN EXECUTIVE OFFICERS OF FIRSTMERIT MAY RECEIVE IN CONNECTION WITH THE MERGER PURSUANT TO EXISTING AGREEMENTS OR ARRANGEMENTS WITH FIRSTMERIT.

 

Management

 

For

 

For

 

3.

 

TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE FIRSTMERIT MERGER PROPOSAL.

 

Management

 

For

 

For

 

 



 

THE EMPIRE DISTRICT ELECTRIC COMPANY

 

Security

291641108

Meeting Type

Special

Ticker Symbol

EDE

Meeting Date

16-Jun-2016

ISIN

US2916411083

Agenda

934421239 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 9, 2016, WHICH IS REFERRED TO AS THE MERGER AGREEMENT, BY AND AMONG THE EMPIRE DISTRICT ELECTRIC COMPANY, LIBERTY UTILITIES (CENTRAL) CO. (“LIBERTY CENTRAL”) (AN INDIRECT SUBSIDIARY OF ALGONQUIN POWER & UTILITIES CORP.) AND LIBERTY SUB CORP., A WHOLLY OWNED DIRECT SUBSIDIARY OF LIBERTY CENTRAL.

 

Management

 

For

 

For

 

2.

 

TO APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.

 

Management

 

For

 

For

 

3.

 

TO APPROVE, ON A NONBINDING, ADVISORY BASIS, COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY THE EMPIRE DISTRICT ELECTRIC COMPANY TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

 

REXAM

 

Security

ADPV26963

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

17-Jun-2016

ISIN

GB00BMHTPY25

Agenda

707150001 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 647595 DUE TO CHANGE IN-MEETING DATE FROM 08 JUN 2016 TO 17 JUN 2016 AND CHANGE AGENDA. ALL VOTES-RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED IF VOTE DEADLINE-EXTENSIONS ARE GRANTED. THEREFORE PLEASE REINSTRUCT ON THIS MEETING NOTICE ON-THE NEW JOB. IF HOWEVER VOTE DEADLINE EXTENSIONS ARE NOT GRANTED IN THE-MARKET, THIS MEETING WILL BE INACTIVATED AND YOUR VOTE INTENTIONS ON THE-ORIGINAL MEETING WILL BE APPLICABLE. PLEASE ENSURE VOTING IS SUBMITTED PRIOR-TO CUTOFF ON THE ORIGINAL MEETING, AND AS SOON AS POSSIBLE ON THIS NEW-AMENDED MEETING. THANK YOU

 

Non-Voting

 

 

 

 

 

1

 

A REVISED SPECIAL RESOLUTION PROVIDING THAT THE RESERVE ARISING IN THE COMPANY’S BOOKS OF ACCOUNT FROM THE CANCELLATION OF THE ORDINARY A SHARES AND THE ORDINARY B SHARES WILL BE APPLIED TO CAPITALISE NEW ORDINARY SHARES IN THE COMPANY TO BE ALLOTTED AND ISSUED TO BALL UK ACQUISITION LIMITED, RATHER THAN TO BALL AND BALL UK ACQUISITION LIMITED AS SET OUT IN THE NOTICE OF GENERAL MEETING INCORPORATED IN THE SCHEME DOCUMENT. THESE TECHNICAL CHANGES DO NOT AFFECT THE CONSIDERATION DUE TO YOU UNDER THE TERMS OF THE OFFER, AS SET OUT IN THE SCHEME DOCUMENT

 

Management

 

For

 

For

 

 



 

REXAM

 

Security

ADPV26963

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

22-Jun-2016

ISIN

GB00BMHTPY25

Agenda

706799941 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

ANNUAL REPORT AND ACCOUNTS 2015

 

Management

 

For

 

For

 

2

 

DIRECTORS REMUNERATION REPORT 2015

 

Management

 

For

 

For

 

3

 

RE-ELECTION OF STUART CHAMBERS

 

Management

 

For

 

For

 

4

 

RE-ELECTION OF GRAHAM CHIPCHASE

 

Management

 

For

 

For

 

5

 

RE-ELECTION OF DAVID ROBBIE

 

Management

 

For

 

For

 

6

 

RE-ELECTION OF CARL PETER FORSTER

 

Management

 

For

 

For

 

7

 

RE-ELECTION OF JOHN LANGSTON

 

Management

 

For

 

For

 

8

 

RE-ELECTION OF LEO OOSTERVEER

 

Management

 

For

 

For

 

9

 

RE-ELECTION OF ROS RIVAZ

 

Management

 

For

 

For

 

10

 

RE-ELECTION OF JOHANNA WATEROUS

 

Management

 

For

 

For

 

11

 

RE-APPOINTMENT OF AUDITORS

 

Management

 

For

 

For

 

12

 

AUTHORITY TO SET REMUNERATION OF AUDITORS

 

Management

 

For

 

For

 

13

 

AUTHORITY TO ALLOT SHARES

 

Management

 

For

 

For

 

14

 

AUTHORITY TO ALLOT EQUITY SECURITIES FOR CASH

 

Management

 

For

 

For

 

15

 

AUTHORITY TO MAKE MARKET PURCHASES OF OWN SHARES

 

Management

 

For

 

For

 

16

 

NOTICE PERIOD FOR CALLING A GENERAL MEETING

 

Management

 

For

 

For

 

 

ITC HOLDINGS CORP.

 

Security

465685105

Meeting Type

Special

Ticker Symbol

ITC

Meeting Date

22-Jun-2016

ISIN

US4656851056

Agenda

934432422 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE AND ADOPT THE MERGER AGREEMENT, DATED AS OF FEBRUARY 9, 2016 (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, THE “MERGER AGREEMENT”), AMONG ITC HOLDINGS CORP., FORTISUS INC., ELEMENT ACQUISITION SUB INC. AND FORTIS INC.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, BY NON-BINDING ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR ITC HOLDINGS CORP.’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING IF NECESSARY OR APPROPRIATE TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE AND ADOPT PROPOSAL (1).

 

Management

 

For

 

For

 

 



 

COLUMBIA PIPELINE GROUP, INC.

 

Security

198280109

Meeting Type

Special

Ticker Symbol

CPGX

Meeting Date

22-Jun-2016

ISIN

US1982801094

Agenda

934435000 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED MARCH 17, 2016, BY AND AMONG TRANSCANADA PIPELINES LIMITED, TRANSCANADA PIPELINE USA LTD., TAURUS MERGER SUB INC., COLUMBIA PIPELINE GROUP, INC. (“CPG”) AND, SOLELY FOR PURPOSES OF SECTION 3.02, SECTION 5.02, SECTION 5.09 AND ARTICLE VIII, TRANSCANADA CORPORATION.

 

Management

 

For

 

For

 

2.

 

PROPOSAL TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR CPG’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, WHICH ARE DISCLOSED IN THE SECTION ENTITLED “ADVISORY VOTE ON MERGER-RELATED COMPENSATION FOR CPG’S NAMED EXECUTIVE OFFICERS” OF THE PROXY STATEMENT.

 

Management

 

For

 

For

 

 

ROUSE PROPERTIES, INC.

 

Security

779287101

Meeting Type

Special

Ticker Symbol

RSE

Meeting Date

23-Jun-2016

ISIN

US7792871011

Agenda

934443007 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER (AS IT MAY BE AMENDED FROM TIME TO TIME, THE MERGER AGREEMENT), DATED AS OF FEBRUARY 25, 2016, BY AND AMONG ROUSE PROPERTIES, INC. (THE COMPANY), BSREP II RETAIL POOLING LLC, A DELAWARE LIMITED LIABILITY COMPANY, BSREP II RETAIL HOLDINGS CORP., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF PARENT AND, SOLELY FOR THE PURPOSES STATED THEREIN, BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II-A L.P., .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO APPROVE, BY NON-BINDING, ADVISORY VOTE, COMPENSATION THAT MAY BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT

 

Management

 

For

 

For

 

3.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO APPROVE ANY ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

KUONI REISEN HOLDING AG, ZUERICH

 

Security

H47075108

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

27-Jun-2016

ISIN

CH0003504856

Agenda

707166927 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE-REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE-REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT-FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A-REGISTERED LOCATION AT THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL-SUB- CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE-THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND-RE- REGISTRATION FOLLOWING A TRADE. THEREFORE WHILST THIS DOES NOT PREVENT THE-TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF-REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE-SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR-CLIENT REPRESENTATIVE

 

Non-Voting

 

 

 

 

 

1

 

APPROVAL OF THE ANNUAL REPORT, THE ANNUAL ACCOUNTS AS WELL AS THE CONSOLIDATED ACCOUNTS 2015, ACKNOWLEDGEMENT OF THE AUDITORS REPORTS

 

Management

 

 

 

 

 

2

 

APPROPRIATION OF THE BALANCE SHEET RESULT 2015

 

Management

 

 

 

 

 

3

 

DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE GROUP MANAGEMENT

 

Management

 

 

 

 

 

4.1.1

 

RE-ELECTION TO THE BOARD OF DIRECTOR: ULF BERG

 

Management

 

 

 

 

 

4.1.2

 

RE-ELECTION TO THE BOARD OF DIRECTOR: MICHAEL BAUER

 

Management

 

 

 

 

 

4.1.3

 

RE-ELECTION TO THE BOARD OF DIRECTOR: THOMAS GEISER

 

Management

 

 

 

 

 

4.2

 

RE-ELECTION OF ULF BERG AS CHAIRMAN OF THE BOARD OF DIRECTORS

 

Management

 

 

 

 

 

4.3.1

 

RE-ELECTION OF THE MEMBER OF THE REMUNERATION COMMITTEE: ULF BERG

 

Management

 

 

 

 

 

4.3.2

 

RE-ELECTION OF THE MEMBER OF THE REMUNERATION COMMITTEE: MICHAEL BAUER

 

Management

 

 

 

 

 

4.4

 

RE-ELECTION OF REBER RECHTSANWAELTE, ZURICH, AS INDEPENDENT VOTING PROXY

 

Management

 

 

 

 

 

4.5

 

RE-ELECTION OF KPMG AG, ZUERICH AS AUDITOR

 

Management

 

 

 

 

 

5

 

AMENDMENT TO THE ARTICLES OF ASSOCIATION

 

Management

 

 

 

 

 

6.1

 

APPROVAL OF A MAXIMUM TOTAL AMOUNT FOR THE REMUNERATIONS PAID THE BOARD OF DIRECTORS FOR THE TIME UNTIL THE NEXT ANNUAL GENERAL MEETING

 

Management

 

 

 

 

 

6.2

 

APPROVAL OF A MAXIMUM TOTAL AMOUNT FOR THE REMUNERATIONS PAID TO THE ADVISORY BOARDS FOR THE TIME UNTIL THE NEXT ANNUAL GENERAL MEETING

 

Management

 

 

 

 

 

6.3

 

APPROVAL OF A MAXIMUM TOTAL AMOUNT FOR THE REMUNERATIONS PAID TO THE EXECUTIVE BOARD FOR THE 2017 FINANCIAL YEAR

 

Management

 

 

 

 

 

 



 

THE VALSPAR CORPORATION

 

Security

920355104

Meeting Type

Special

Ticker Symbol

VAL

Meeting Date

29-Jun-2016

ISIN

US9203551042

Agenda

934438575 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 19, 2016, BY AND AMONG THE VALSPAR CORPORATION, A DELAWARE CORPORATION (THE “COMPANY”), THE SHERWIN-WILLIAMS COMPANY, AN OHIO CORPORATION, AND VIKING MERGER SUB, INC., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF SHERWIN-WILLIAMS (THE “MERGER”).

 

Management

 

For

 

For

 

2.

 

A PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT OR IN THE ABSENCE OF A QUORUM.

 

Management

 

For

 

For

 

 

ROFIN-SINAR TECHNOLOGIES INC.

 

Security

775043102

Meeting Type

Special

Ticker Symbol

RSTI

Meeting Date

29-Jun-2016

ISIN

US7750431022

Agenda

934443071 - Management

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

ADOPTION OF THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

2.

 

TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.

 

Management

 

For

 

For

 

3.

 

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

 



 

ROFIN-SINAR TECHNOLOGIES INC.

 

Security

775043102

Meeting Type

Annual 

Ticker Symbol

RSTI

Meeting Date

29-Jun-2016

ISIN

US7750431022

Agenda

934443172 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

ELECTION OF DIRECTOR: CARL F. BAASEL

 

Management

 

For

 

For

 

1.2

 

ELECTION OF DIRECTOR: DANIEL J. SMOKE

 

Management

 

For

 

For

 

1.3

 

ELECTION OF DIRECTOR: GARY K. WILLIS

 

Management

 

For

 

For

 

2.

 

PROPOSAL TO ADOPT AND APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO DECLASSIFY THE COMPANY’S BOARD OF DIRECTORS AND PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS (THE “BOARD DECLASSIFICATION PROPOSAL”).

 

Management

 

For

 

For

 

3.

 

PROPOSAL TO AMEND OUR CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENTS.

 

Management

 

For

 

For

 

4.

 

PROPOSAL TO ADOPT AND APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ENABLE CERTAIN STOCKHOLDERS TO CALL SPECIAL MEETINGS (THE “SPECIAL MEETING PROPOSAL”).

 

Management

 

For

 

For

 

5.

 

PROPOSAL TO ADOPT AND APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ENABLE STOCKHOLDER ACTION BY WRITTEN CONSENT (THE “STOCKHOLDER WRITTEN CONSENT PROPOSAL”).

 

Management

 

For

 

For

 

6.

 

PROPOSAL TO RATIFY THE AUDIT COMMITTEE’S SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2016.

 

Management

 

For

 

For

 

7.

 

PROPOSAL TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, OUR EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

 



 

THE ARBITRAGE EVENT-DRIVEN FUND

 

Investment Company Report

 

KRAFT FOODS GROUP, INC.

 

Security

50076Q106

Meeting Type

Special

Ticker Symbol

KRFT

Meeting Date

01-Jul-2015

ISIN

US50076Q1067

Agenda

934242265 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

A PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 24, 2015, AMONG H.J. HEINZ HOLDING CORPORATION, KITE MERGER SUB CORP., KITE MERGER SUB LLC AND KRAFT FOODS GROUP, INC. (THE “MERGER AGREEMENT”).

 

Management

 

For

 

For

 

2.

 

A PROPOSAL TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION THAT MAY BECOME PAYABLE TO KRAFT FOODS GROUP, INC.’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER OF KITE MERGER SUB CORP. WITH AND INTO KRAFT FOODS GROUP, INC.

 

Management

 

For

 

For

 

3.

 

A PROPOSAL TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING OF SHAREHOLDERS OF KRAFT FOODS GROUP, INC., IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF THE PROPOSAL RELATED TO THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

CATAMARAN CORPORATION

 

Security

148887102

Meeting Type

Special

Ticker Symbol

CTRX

Meeting Date

14-Jul-2015

ISIN

CA1488871023

Agenda

934250553 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE THE SPECIAL RESOLUTION SET FORTH IN THE PROXY CIRCULAR AND PROXY STATEMENT (THE “ARRANGEMENT RESOLUTION”) APPROVING AN ARRANGEMENT UNDER SECTION 195 OF THE BUSINESS CORPORATIONS ACT (YUKON) (THE “ARRANGEMENT”), CONTEMPLATED BY THE ARRANGEMENT AGREEMENT, DATED AS OF MARCH 29, 2015, BY AND AMONG CATAMARAN CORPORATION (“CATAMARAN”), UNITEDHEALTH GROUP INCORPORATED, A CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA, USA ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO CATAMARAN’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE ARRANGEMENT.

 

Management

 

For

 

For

 

3.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN THE SPECIAL MEETING TO ANOTHER PLACE, DATE OR TIME IF NECESSARY OR APPROPRIATE, TO THE EXTENT PERMITTED BY THE ARRANGEMENT AGREEMENT, INCLUDING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE ARRANGEMENT RESOLUTION IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE ARRANGEMENT RESOLUTION.

 

Management

 

For

 

For

 

 



 

RTI INTERNATIONAL METALS, INC.

 

Security

74973W107

Meeting Type

Annual

Ticker Symbol

RTI

Meeting Date

21-Jul-2015

ISIN

US74973W1071

Agenda

934254626 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

DANIEL I. BOOKER

 

 

 

For

 

For

 

 

 

2

RONALD L. GALLATIN

 

 

 

For

 

For

 

 

 

3

ROBERT M. HERNANDEZ

 

 

 

For

 

For

 

 

 

4

DAVID P. HESS

 

 

 

For

 

For

 

 

 

5

DAWNE S. HICKTON

 

 

 

For

 

For

 

 

 

6

EDITH E. HOLIDAY

 

 

 

For

 

For

 

 

 

7

JERRY HOWARD

 

 

 

For

 

For

 

 

 

8

JAMES A. WILLIAMS

 

 

 

For

 

For

 

 

 

9

ARTHUR B. WINKLEBLACK

 

 

 

For

 

For

 

2.

 

ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 8, 2015, BY AND AMONG RTI INTERNATIONAL METALS, INC., ALCOA INC. AND RANGER OHIO CORPORATION AND THEREBY APPROVE THE MERGER.

 

Management

 

For

 

For

 

3.

 

RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015.

 

Management

 

For

 

For

 

4.

 

ADVISORY APPROVAL OF COMPENSATION OF NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

5.

 

ADVISORY APPROVAL OF THE MERGER-RELATED COMPENSATION OF NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

6.

 

ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

BALL CORPORATION

 

Security

058498106

Meeting Type

Special

Ticker Symbol

BLL

Meeting Date

28-Jul-2015

ISIN

US0584981064

Agenda

934255729 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

THE PROPOSAL TO APPROVE THE ISSUANCE OF BALL CORPORATION (“BALL”) COMMON STOCK TO SHAREHOLDERS OF REXAM PLC (“REXAM”) IN CONNECTION WITH THE PROPOSED ACQUISITION BY A WHOLLY OWNED SUBSIDIARY OF BALL OF ALL OF THE OUTSTANDING SHARES OF REXAM (THE “ACQUISITION”). PURSUANT TO THE ACQUISITION, IN EXCHANGE FOR CANCELLATION OF EACH REXAM SHARE, REXAM SHAREHOLDERS WOULD RECEIVE 407 PENCE IN CASH AND 0.04568 NEW SHARES OF BALL COMMON STOCK.

 

Management

 

For

 

For

 

2.

 

THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE THE ISSUANCE OF BALL COMMON STOCK.

 

Management

 

For

 

For

 

 

PALL CORPORATION

 

Security

696429307

Meeting Type

Special

Ticker Symbol

PLL

Meeting Date

28-Jul-2015

ISIN

US6964293079

Agenda

934256884 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF 5/12/15 (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”), AMONG PALL CORPORATION, A NEW YORK CORP- ORATION (“PALL”), DANAHER CORPORATION, A DELAWARE CORPORATION (“DANAHER”), AND PENTAGON MERGER SUB, INC., A NEW YORK CORPORATION AND AN INDIRECT WHOLLY OWNED SUBSIDIARY OF DANAHER.

 

Management

 

For

 

For

 

02

 

THE PROPOSAL TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE SPECIFIED COMPENSATION ARRANGEMENTS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT THAT WILL OR MAY BECOME PAYABLE TO PALL’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

03

 

THE PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE PALL BOARD OF DIRECTORS, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

BE AEROSPACE, INC.

 

Security

073302101

Meeting Type

Annual

Ticker Symbol

BEAV

Meeting Date

30-Jul-2015

ISIN

US0733021010

Agenda

934246910 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

RICHARD G. HAMERMESH

 

 

 

For

 

For

 

 

 

2

DAVID J. ANDERSON

 

 

 

For

 

For

 

2.

 

SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

3.

 

PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR.

 

Management

 

For

 

For

 

4.

 

PROPOSAL TO AMEND THE B/E AEROSPACE, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS STOCK AND DEFERRED COMPENSATION PLAN.

 

Management

 

For

 

For

 

 

CYAN, INC.

 

Security

23247W104

Meeting Type

Annual

Ticker Symbol

CYNI

Meeting Date

31-Jul-2015

ISIN

US23247W1045

Agenda

934258206 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 3, 2015, AMONG CIENA CORPORATION, NEPTUNE ACQUISITION SUBSIDIARY, INC., A SUBSIDIARY OF CIENA, AND CYAN, AS AMENDED.

 

Management

 

For

 

For

 

2.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

PROMOD HAQUE

 

 

 

For

 

For

 

 

 

2

MICHAEL L. HATFIELD

 

 

 

For

 

For

 

 

 

3

M. NIEL RANSOM

 

 

 

For

 

For

 

3.

 

TO APPROVE CERTAIN ISSUANCES OF OUR COMMON STOCK EQUAL TO OR IN EXCESS OF 20% OF OUR OUTSTANDING SHARES UPON CONVERSION OF OUR 8.0% CONVERTIBLE SENIOR SECURED NOTES DUE 2019 AND EXERCISE OF RELATED WARRANTS ISSUED IN DECEMBER 2014.

 

Management

 

For

 

For

 

4.

 

TO APPROVE CERTAIN ISSUANCES OF OUR COMMON STOCK TO CERTAIN AFFILIATED HOLDERS UPON CONVERSION OF OUR 8.0% CONVERTIBLE SENIOR SECURED NOTES DUE 2019 AND EXERCISE OF RELATED WARRANTS ISSUED IN DECEMBER 2014.

 

Management

 

For

 

For

 

5.

 

TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2015.

 

Management

 

For

 

For

 

6.

 

TO APPROVE THE ADJOURNMENT OF THE POSTPONED ANNUAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT OR PROPOSALS 3 AND 4, WHICH WE REFER TO AS THE NYSE SHARE ISSUANCE PROPOSALS.

 

Management

 

For

 

For

 

 



 

PARTNERRE LTD.

 

Security

G6852T105

Meeting Type

Contested-Special

Ticker Symbol

PRE

Meeting Date

03-Aug-2015

ISIN

BMG6852T1053

Agenda

934243774 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO APPROVE AND ADOPT THE AMALGAMATION AGREEMENT, THE STATUTORY AMALGAMATION AGREEMENT AND THE AMALGAMATION.

 

Management

 

Against

 

Against

 

2.

 

TO CONSIDER AND VOTE ON THE PROPOSAL, ON AN ADVISORY (NON-BINDING) BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO PARTNERRE’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE AMALGAMATION.

 

Management

 

Against

 

Against

 

3.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN THE PARTNERRE SPECIAL GENERAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES, IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE AMALGAMATION PROPOSAL AT SUCH SPECIAL GENERAL MEETING.

 

Management

 

Against

 

Against

 

 

PARTNERRE LTD.

 

Security

G6852T105

Meeting Type

Contested-Special

Ticker Symbol

PRE

Meeting Date

03-Aug-2015

ISIN

BMG6852T1053

Agenda

934244865 - Opposition

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO CONSIDER AND VOTE ON THE PROPOSAL AND ADOPT THE AMALGAMATION AGREEMENT, THE STATUTORY AMALGAMATION AGREEMENT AND THE AMALGAMATION.

 

Management

 

 

 

 

 

2.

 

TO CONSIDER AND VOTE ON THE PROPOSAL, ON AN ADVISORY (NON-BINDING) BASIS, TO APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO PARTNERRE’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE AMALGAMATION.

 

Management

 

 

 

 

 

3.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN THE PARTNERRE SPECIAL GENERAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES, IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE AMALGAMATION PROPOSAL AT SUCH SPECIAL GENERAL MEETING.

 

Management

 

 

 

 

 

 



 

OMNICARE, INC.

 

Security

681904108

Meeting Type

Special

Ticker Symbol

OCR

Meeting Date

18-Aug-2015

ISIN

US6819041087

Agenda

934263702 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 20, 2015, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG OMNICARE, INC., A DELAWARE CORPORATION, CVS PHARMACY, INC., A RHODE ISLAND CORPORATION, AND TREE MERGER SUB, INC., A DELAWARE CORPORATION AND WHOLLY OWNED SUBSIDIARY OF CVS ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR ADVISABLE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

3.

 

TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE “GOLDEN PARACHUTE” COMPENSATION THAT MAY BE PAYABLE TO OMNICARE’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER.

 

Management

 

For

 

For

 

 

BOB EVANS FARMS, INC.

 

Security

096761101

Meeting Type

Annual

Ticker Symbol

BOBE

Meeting Date

19-Aug-2015

ISIN

US0967611015

Agenda

934258167 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

ELECTION OF DIRECTOR: DOUGLAS N. BENHAM

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: CHARLES M. ELSON

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: MARY KAY HABEN

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: DAVID W. HEAD

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: KATHLEEN S. LANE

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: EILEEN A. MALLESCH

 

Management

 

Abstain

 

Against

 

1G.

 

ELECTION OF DIRECTOR: LARRY S. MCWILLIAMS

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: KEVIN M. SHEEHAN

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: MICHAEL F. WEINSTEIN

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: PAUL S. WILLIAMS

 

Management

 

For

 

For

 

2.

 

APPROVING, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT.

 

Management

 

For

 

For

 

3.

 

RATIFYING THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

 

Management

 

For

 

For

 

 



 

KLX INC.

 

Security

482539103

Meeting Type

Annual

Ticker Symbol

KLXI

Meeting Date

26-Aug-2015

ISIN

US4825391034

Agenda

934259828 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1                               AMIN J. KHOURY

 

 

 

Withheld

 

Against

 

 

 

2                               JOHN T. COLLINS

 

 

 

For

 

For

 

 

 

3                               PETER V. DEL PRESTO

 

 

 

For

 

For

 

2.

 

SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION.

 

Management

 

Against

 

Against

 

3.

 

SAY ON PAY FREQUENCY - AN ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION.

 

Management

 

1 Year

 

For

 

4.

 

PROPOSAL TO APPROVE THE PERFORMANCE GOALS AND GRANT LIMITATIONS UNDER THE KLX INC. LONG-TERM INCENTIVE PLAN.

 

Management

 

For

 

For

 

5.

 

PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR.

 

Management

 

For

 

For

 

 

MYLAN N.V.

 

Security

N59465109

Meeting Type

Special

Ticker Symbol

MYL

Meeting Date

28-Aug-2015

ISIN

NL0011031208

Agenda

934267508 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPROVAL UNDER ARTICLE 2:107A OF THE DUTCH CIVIL CODE OF THE ACQUISITION, DIRECTLY OR INDIRECTLY (WHETHER BY WAY OF AN OFFER (AND SUBSEQUENT COMPULSORY ACQUISITION) OR ANY OTHER LEGAL ARRANGEMENT) OF ALL OR ANY PORTION OF THE ORDINARY SHARES OF PERRIGO COMPANY PLC (“PERRIGO”) OUTSTANDING (ON A FULLY DILUTED ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

Against

 

Against

 

 



 

XPO LOGISTICS INC

 

Security

983793100

Meeting Type

Special

Ticker Symbol

XPO

Meeting Date

08-Sep-2015

ISIN

US9837931008

Agenda

934270341 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE, AS REQUIRED PURSUANT TO SECTION 312 OF THE NEW YORK STOCK EXCHANGE LISTED COMPANY MANUAL, THE ISSUANCE OF OUR COMMON STOCK UPON THE CONVERSION OF OUR OUTSTANDING SERIES C CONVERTIBLE PERPETUAL PREFERRED STOCK.

 

Management

 

For

 

For

 

2.

 

TO APPROVE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF THE COMPANY TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMPANY COMMON STOCK TO 300,000,000 SHARES.

 

Management

 

For

 

For

 

3.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO APPROVE THE XPO LOGISTICS, INC. AMENDED AND RESTATED 2011 OMNIBUS INCENTIVE COMPENSATION PLAN FOR PURPOSES OF QUALIFYING EQUITY AWARDS AS “FREE GRANTS OF SHARES” UNDER THE NEWLY-ADOPTED FRENCH MACRON LAW.

 

Management

 

For

 

For

 

4.

 

TO ADJOURN OR POSTPONE THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES.

 

Management

 

For

 

For

 

 

ALENT PLC, SURREY

 

Security

G0R24A111

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

09-Sep-2015

ISIN

GB00BQ1XTV39

Agenda

706367706 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT

 

Non-Voting

 

 

 

 

 

1

 

TO APPROVE THE SCHEME

 

Management

 

For

 

For

 

CMMT

 

21 AUG 2015: DELETION OF COMMENT

 

Non-Voting

 

 

 

 

 

CMMT

 

21 AUG 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO DELETION OF COMMENT. I-F YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DEC-IDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 



 

ALENT PLC, SURREY

 

Security

G0R24A111

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

09-Sep-2015

ISIN

GB00BQ1XTV39

Agenda

706367718 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

THAT 1. FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT DATED 17 AUGUST 2015 (THE “SCHEME”) BETWEEN THE COMPANY AND THE HOLDERS OF THE SCHEME SHARES (AS DEFINED IN THE SCHEME), A PRINT OF WHICH HAS BEEN PRODUCED TO THIS MEETING AND FOR THE PURPOSES OF IDENTIFICATION HAS BEEN SIGNED BY THE CHAIRMAN THEREOF, IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION AGREED BY THE COMPANY, PLATFORM SPECIALTY PRODUCTS CORPORATION (“PLATFORM”) AND MACDERMID PERFORMANCE ACQUISITIONS LTD (“BIDCO”) AND APPROVED OR IMPOSED BY THE COURT, THE DIRECTORS OF THE COMPANY BE AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER CONTD

 

Management

 

 

 

 

 

CONT

 

CONTD NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT AND-2.WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF-ASSOCIATION OF THE COMPANY BE AMENDED ON THE TERMS DESCRIBED IN THE NOTICE OF-THE GENERAL MEETING

 

Non-Voting

 

 

 

 

 

CMMT

 

21 AUG 2015: DELETION OF COMMENT

 

Non-Voting

 

 

 

 

 

CMMT

 

21 AUG 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO DELETION OF COMMENT. I-F YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DEC-IDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 

PEABODY ENERGY CORPORATION

 

Security

704549104

Meeting Type

Special

Ticker Symbol

BTU

Meeting Date

16-Sep-2015

ISIN

US7045491047

Agenda

934270911 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPROVAL OF ADOPTION OF AN AMENDMENT TO OUR THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (AS DESCRIBED IN PEABODY’S PROXY STATEMENT FOR THE SPECIAL MEETING).

 

Management

 

For

 

For

 

2.

 

APPROVAL OF AN ADJOURNMENT OF THE SPECIAL MEETING, FROM TIME TO TIME, IF NECESSARY OR ADVISABLE (AS DETERMINED BY PEABODY), TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1.

 

Management

 

For

 

For

 

 



 

SYNERGY HEALTH PLC

 

Security

G8646U109

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

17-Sep-2015

ISIN

GB0030757263

Agenda

706381744 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO RECEIVE THE COMPANY’S ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 29 MARCH 2015

 

Management

 

For

 

For

 

2

 

TO APPROVE THE DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED 29 MARCH 2015

 

Management

 

For

 

For

 

3

 

TO APPROVE THE DIRECTORS’ REMUNERATION POLICY AS SET OUT IN APPENDIX 1 OF THE NOTICE OF MEETING

 

Management

 

For

 

For

 

4

 

TO APPROVE THE NEW LONG TERM INCENTIVE PLAN (THE 2015 LTIP) THE PRINCIPAL TERMS OF WHICH ARE SET OUT IN APPENDIX 2 OF THE NOTICE OF MEETING

 

Management

 

For

 

For

 

5

 

TO RE-ELECT SIR DUNCAN KIRKBRIDE NICHOL AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

6

 

TO RE-ELECT DR RICHARD MARTIN STEEVES AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

7

 

TO RE-ELECT GAVIN HILL AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

8

 

TO RE-ELECT MRS CONSTANCE FREDERIQUE BAROUDEL AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

9

 

TO RE-ELECT MR JEFFERY FRANCIS HARRIS AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

10

 

TO RE-ELECT DR ADRIAN VINCENT COWARD AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

11

 

TO ELECT MR BRUCE ALLAN EDWARDS AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

12

 

TO RE-APPOINT KPMG LLP AS AUDITORS OF THE COMPANY

 

Management

 

For

 

For

 

13

 

TO AUTHORISE THE DIRECTORS TO DETERMINE THE AUDITORS’ REMUNERATION

 

Management

 

For

 

For

 

14

 

THAT THE COMPANY BE AUTHORISED TO MAKE POLITICAL DONATIONS

 

Management

 

For

 

For

 

15

 

THAT, PURSUANT TO SECTION 551 OF THE COMPANIES ACT 2006, THE DIRECTORS BE AUTHORISED TO ALLOT RELEVANT SECURITIES

 

Management

 

For

 

For

 

16

 

THAT, SUBJECT TO THE PASSING OF RESOLUTION 15 AND PURSUANT TO SECTION 570 OF THE COMPANIES ACT 2006, THE DIRECTORS BE EMPOWERED TO ALLOT EQUITY SECURITIES.

 

Management

 

For

 

For

 

17

 

THAT, PURSUANT TO SECTION 701 OF THE COMPANIES ACT 2006, THE COMPANY BE AUTHORISED TO MAKE MARKET PURCHASES

 

Management

 

For

 

For

 

18

 

THAT A GENERAL MEETING OF THE COMPANY (OTHER THAN AN AGM) MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS’ NOTICE

 

Management

 

For

 

For

 

CMMT

 

25 AUG 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE TE-XT OF RESOLUTION 8. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 

KYTHERA BIOPHARMACEUTICALS, INC.

 

Security

501570105

Meeting Type

Special

Ticker Symbol

KYTH

Meeting Date

28-Sep-2015

ISIN

US5015701056

Agenda

934273551 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVAL OF THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 4, 2015 (AS IT MAY BE FURTHER AMENDED FROM TIME TO TIME), BY AND AMONG ALLERGAN PLC, KETO MERGER SUB, INC. AND KYTHERA BIOPHARMACEUTICALS, INC. (THE “MERGER PROPOSAL”)

 

Management

 

For

 

For

 

2

 

APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING TO ANOTHER DATE AND PLACE IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL VOTES IN FAVOR OF THE MERGER PROPOSAL

 

Management

 

For

 

For

 

3

 

APPROVAL, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION TO BE PAID TO KYTHERA BIOPHARMACEUTICALS, INC.’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER

 

Management

 

For

 

For

 

 



 

SYNERGY HEALTH PLC

 

Security

G8646U109

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

02-Oct-2015

ISIN

GB0030757263

Agenda

705890588 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO APPROVE THE SPECIAL RESOLUTION AS SET OUT IN THE NOTICE OF GENERAL MEETING DATED 17 FEBRUARY 2015 TO GIVE EFFECT TO THE SCHEME OF ARRANGEMENT DATED 17 FEBRUARY 2015

 

Management

 

 

 

 

 

CMMT

 

23 SEP 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT OF THE ME- ETING DATE FROM 24 SEP 2015 TO 02 OCT 2015 AND DELETION OF THE COMMENT. IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE T-O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

16 JUN 2015: DELETION OF REVISION COMMENT

 

Non-Voting

 

 

 

 

 

 

SYNERGY HEALTH PLC

 

Security

G8646U109

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

02-Oct-2015

ISIN

GB0030757263

Agenda

705890588 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO APPROVE THE SPECIAL RESOLUTION AS SET OUT IN THE NOTICE OF GENERAL MEETING DATED 17 FEBRUARY 2015 TO GIVE EFFECT TO THE SCHEME OF ARRANGEMENT DATED 17 FEBRUARY 2015

 

Management

 

For

 

For

 

CMMT

 

23 SEP 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT OF THE ME- ETING DATE FROM 24 SEP 2015 TO 02 OCT 2015 AND DELETION OF THE COMMENT. IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE T-O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

16 JUN 2015: DELETION OF REVISION COMMENT

 

Non-Voting

 

 

 

 

 

 

SYNERGY HEALTH PLC

 

Security

G8646U109

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

02-Oct-2015

ISIN

GB0030757263

Agenda

705890653 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.

 

Non-Voting

 

 

 

 

 

1

 

APPROVAL OF THE SCHEME

 

Management

 

For

 

For

 

CMMT

 

23 SEP 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT OF THE ME- ETING DATE FROM 24 SEP 2015 TO 02 OCT 2015 AND DELETION OF THE COMMENT. IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE T-O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

16 JUN 2015: DELETION OF REVISION COMMENT

 

Non-Voting

 

 

 

 

 

 



 

SYNERGY HEALTH PLC

 

Security

G8646U109

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

02-Oct-2015

ISIN

GB0030757263

Agenda

705890653 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.

 

Non-Voting

 

 

 

 

 

1

 

APPROVAL OF THE SCHEME 

 

Management

 

 

 

 

 

CMMT

 

23 SEP 2015: PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT OF THE ME- ETING DATE FROM 24 SEP 2015 TO 02 OCT 2015 AND DELETION OF THE COMMENT. IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE T-O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

16 JUN 2015: DELETION OF REVISION COMMENT

 

Non-Voting

 

 

 

 

 

 

TNT EXPRESS NV, AMSTERDAM

 

Security

N8726Y106

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

05-Oct-2015

ISIN

NL0009739424

Agenda

706381681 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

OPEN MEETING

 

Non-Voting

 

 

 

 

 

2

 

DISCUSS PUBLIC OFFER BY FEDEX

 

Non-Voting

 

 

 

 

 

3.I

 

APPROVE CONDITIONAL SALE OF COMPANY ASSETS

 

Management

 

For

 

For

 

3.II

 

APPROVE CONDITIONAL DISSOLUTION AND LIQUIDATION OF TNT EXPRESS FOLLOWING THE ASSET SALE AND CONDITIONAL APPOINTMENT OF TNT NEDERLAND BV AS CUSTODIAN OF THE BOOKS AND RECORDS OF TNT EXPRESS

 

Management

 

For

 

For

 

4.I

 

CONDITIONAL AMENDMENTS OF ARTICLES RE: OFFER ON ALL OUTSTANDING SHARES BY FEDEX

 

Management

 

For

 

For

 

4.II

 

AMEND ARTICLES TO REFLECT CHANGE OF CORPORATE FORM FROM A PUBLIC TO PRIVATE SHAREHOLDING COMPANY

 

Management

 

For

 

For

 

5.I

 

ELECT D. CUNNINGHAM TO SUPERVISORY BOARD

 

Management

 

For

 

For

 

5.II

 

ELECT C. RICHARDS TO SUPERVISORY BOARD

 

Management

 

For

 

For

 

5.III

 

ELECT D. BRONCZEK TO SUPERVISORY BOARD

 

Management

 

For

 

For

 

6.I

 

ELECT D. BINKS TO MANAGEMENT BOARD

 

Management

 

For

 

For

 

6.II

 

ELECT M. ALLEN TO MANAGEMENT BOARD

 

Management

 

For

 

For

 

7

 

AMEND REMUNERATION ARRANGEMENTS WITH DE VRIES INCLUDING APPROVAL OF ONE-OFF RETENTION BONUS OF EUR 250 000

 

Management

 

For

 

For

 

8

 

ACCEPT RESIGNATION AND DISCHARGE OF CURRENT SUPERVISORY BOARD DIRECTORS A. BURGMANS, S. LEVY, M.E. HARRIS, R. KING, M.A. SCHELTEMA AND S.S. VOLLEBREGT

 

Management

 

For

 

For

 

9

 

ACCEPT RESIGNATION AND DISCHARGE OF CURRENT MANAGEMENT BOARD DIRECTORS L.W. GUNNING AND M.J. DE VRIES

 

Management

 

For

 

For

 

10

 

ALLOW QUESTIONS

 

Non-Voting

 

 

 

 

 

11

 

CLOSE MEETING

 

Non-Voting

 

 

 

 

 

 



 

ALTERA CORPORATION

 

Security

021441100

Meeting Type

Special

Ticker Symbol

ALTR

Meeting Date

06-Oct-2015

ISIN

US0214411003

Agenda

934273133 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 31, 2015, BY AND AMONG INTEL CORPORATION, 615 CORPORATION AND ALTERA CORPORATION, AS IT MAY BE AMENDED FROM TIME TO TIME.

 

Management

 

For

 

For

 

2.

 

TO APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.

 

Management

 

For

 

For

 

3.

 

TO APPROVE, BY NON-BINDING, ADVISORY VOTE, COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY ALTERA CORPORATION TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

MERGE HEALTHCARE INCORPORATED

 

Security

589499102

Meeting Type

Special

Ticker Symbol

MRGE

Meeting Date

13-Oct-2015

ISIN

US5894991026

Agenda

934280722 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 6, 2015, BY AND AMONG INTERNATIONAL BUSINESS MACHINES CORPORATION, A NEW YORK CORPORATION, DATONG ACQUISITION CORP., A DELAWARE CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF IBM, AND MERGE HEALTHCARE INCORPORATED, A DELAWARE CORPORATION, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME.

 

Management

 

For

 

For

 

2.

 

THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.

 

Management

 

For

 

For

 

3.

 

THE PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, CERTAIN COMPENSATION ARRANGEMENTS THAT MAY BECOME PAYABLE TO MERGE HEALTHCARE INCORPORATED’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

 



 

FOREST CITY ENTERPRISES, INC.

 

Security

345550107

Meeting Type

Special

Ticker Symbol

FCEA

Meeting Date

20-Oct-2015

ISIN

US3455501078

Agenda

934282411 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

A PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 15, 2015, BY AND AMONG FOREST CITY ENTERPRISES, INC. (“FOREST CITY”), FOREST CITY REALTY TRUST, INC. (THE “REIT”), FCILP, LLC AND FCE MERGER SUB, INC. (“MERGER SUB”), WHICH PROVIDES FOR THE MERGER (THE “MERGER”) OF MERGER SUB WITH AND INTO FOREST CITY IN A MANNER IN WHICH FOREST CITY WILL SURVIVE AS A SUBSIDIARY OF THE REIT AND HOLDERS OF SHARES OF COMMON STOCK OF FOREST CITY WILL RECEIVE CORRESPONDING SHARES OF COMMON STOCK OF THE REIT.

 

Management

 

For

 

For

 

2.

 

A PROPOSAL TO ADOPT AN AMENDMENT TO THE FOREST CITY ARTICLES OF INCORPORATION TO ADD PROVISIONS NECESSARY TO AUTHORIZE FOREST CITY TO DECLARE AND PAY A SPECIAL DIVIDEND PART IN STOCK AND PART IN CASH IN A MANNER IN WHICH SHAREHOLDERS MAY RECEIVE THE DIVIDEND IN DIFFERENT FORMS (I.E., CASH VS. STOCK) BASED ON THEIR INDIVIDUAL ELECTIONS.

 

Management

 

For

 

For

 

3.

 

A PROPOSAL TO APPROVE A PROVISION IN THE AMENDED AND RESTATED REIT CHARTER THAT WILL BE IN EFFECT AS OF THE EFFECTIVE TIME OF THE MERGER (THE “REIT CHARTER”) AUTHORIZING THE REIT BOARD OF DIRECTORS, WITHOUT SHAREHOLDER APPROVAL, TO AMEND THE REIT CHARTER TO INCREASE OR DECREASE THE AGGREGATE NUMBER OF SHARES OF REIT STOCK OR THE NUMBER OF SHARES OF ANY CLASS OR SERIES OF SHARES OF REIT STOCK THAT THE REIT IS AUTHORIZED TO ISSUE.

 

Management

 

For

 

For

 

4.

 

A PROPOSAL TO APPROVE A PROVISION IN THE REIT CHARTER AND A PROVISION IN THE AMENDED AND RESTATED REIT BYLAWS THAT WILL BE IN EFFECT AS OF THE EFFECTIVE TIME OF THE MERGER (THE “REIT BYLAWS”) GRANTING THE REIT BOARD OF DIRECTORS, WITH CERTAIN LIMITED EXCEPTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, EXCLUSIVE POWER TO AMEND THE REIT BYLAWS.

 

Management

 

For

 

For

 

5.

 

A PROPOSAL TO APPROVE A PROVISION IN THE REIT BYLAWS THAT SETS THE THRESHOLD FOR REIT SHAREHOLDERS TO CALL A SPECIAL MEETING OF SHAREHOLDERS AT A MAJORITY OF ALL VOTES ENTITLED TO BE CAST.

 

Management

 

For

 

For

 

6.

 

A PROPOSAL TO ADJOURN THE SPECIAL MEETING (OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF), IF NECESSARY (AS DETERMINED BY THE FOREST CITY BOARD OF DIRECTORS), FOR FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE ONE OR MORE OF THE FOREGOING PROPOSALS.

 

Management

 

For

 

For

 

 



 

THE CHUBB CORPORATION

 

Security

171232101

Meeting Type

Special

Ticker Symbol

CB

Meeting Date

22-Oct-2015

ISIN

US1712321017

Agenda

934280037 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

A PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”) BY AND AMONG ACE LIMITED, WILLIAM INVESTMENT HOLDINGS CORPORATION AND THE CHUBB CORPORATION (“CHUBB”).

 

Management

 

For

 

For

 

2.

 

A PROPOSAL TO APPROVE, BY ADVISORY (NON- BINDING) VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR CHUBB’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

A PROPOSAL TO APPROVE ONE OR MORE ADJOURNMENTS OF THE CHUBB SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE MERGER AGREEMENT AT THE TIME OF THE CHUBB SPECIAL MEETING.

 

Management

 

For

 

For

 

 

HARRIS CORPORATION

 

Security

413875105

Meeting Type

Annual

Ticker Symbol

HRS

Meeting Date

23-Oct-2015

ISIN

US4138751056

Agenda

934278296 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

ELECTION OF DIRECTOR: WILLIAM M. BROWN

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: PETER W. CHIARELLI

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: THOMAS A. DATTILO

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: TERRY D. GROWCOCK

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: LEWIS HAY III

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: VYOMESH I. JOSHI

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: KAREN KATEN

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: LESLIE F. KENNE

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: DAVID B. RICKARD

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: DR. JAMES C. STOFFEL

 

Management

 

For

 

For

 

1K.

 

ELECTION OF DIRECTOR: GREGORY T. SWIENTON

 

Management

 

For

 

For

 

1L.

 

ELECTION OF DIRECTOR: HANSEL E. TOOKES II

 

Management

 

For

 

For

 

2.

 

ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS AS DISCLOSED IN PROXY STATEMENT

 

Management

 

For

 

For

 

3.

 

APPROVAL OF NEW HARRIS CORPORATION 2015 EQUITY INCENTIVE PLAN

 

Management

 

For

 

For

 

4.

 

APPROVAL OF NEW HARRIS CORPORATION ANNUAL INCENTIVE PLAN

 

Management

 

For

 

For

 

5.

 

RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016

 

Management

 

For

 

For

 

 



 

ANSALDO STS SPA, GENOVA

 

Security

T0421V119

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

02-Nov-2015

ISIN

IT0003977540

Agenda

706413109 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID: 512920 DUE TO RECEIPT OF- DIRECTOR NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED-AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

29 SEP 2015:PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE-WILL BE A THIRD CALL ON 01 DEC 2015. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WI- LL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.

 

Non-Voting

 

 

 

 

 

1.1

 

DETERMINATION OF THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS

 

Management

 

Abstain

 

Against

 

1.2

 

DETERMINATION OF THE TERM OF OFFICE OF THE BOARD OF DIRECTORS

 

Management

 

Abstain

 

Against

 

CMMT

 

PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS BOARD OF DIRECTO- RS, THERE IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE MEETING. THE STANDIN-G INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE R- EQUIRED TO VOTE FOR ONLY 1 OF THE 2 SLATES. THANK YOU.

 

Non-Voting

 

 

 

 

 

1.3.1

 

APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS: LIST PRESENTED BY FINMECCANICA S.P.A. REPRESENTING 44.066 PCT OF THE STOCK CAPITAL: POGGIALI BARBARA, DORMER ALISTAIR, BOSWELL KAREN, SIRAGUSA STEFANO, HIRAYANAGI RYOICHI, PAVESI BRUNO

 

Shareholder

 

 

 

 

 

1.3.2

 

APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS: LIST PRESENTED BY ANIMA SGR S.P.A., ARCA SGR S.P.A., EURIZON CAPITAL SGR S.P.A., EURIZON CAPITAL SA, AMBER CAPITAL ITALIA SGR S.P.A. AND AMBER CAPITAL UK LLP REPRESENTING 4.77PCT OF THE STOCK CAPITAL: CAVALLINI GIOVANNI, GIANNOTTI PAOLA, GALLAZZI GIULIO, CASTELLI MICHAELA

 

Shareholder

 

For

 

Against

 

1.4

 

APPOINTMENT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

 

Management

 

Abstain

 

Against

 

1.5

 

DETERMINATION OF THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

 

Management

 

Abstain

 

Against

 

2

 

WAIVER OF THE CORPORATE LIABILITY ACTION AGAINST CEASED DIRECTORS PURSUANT TO ARTICLE 2393 OF THE ITALIAN CIVIL CODE

 

Management

 

Abstain

 

Against

 

 



 

ANSALDO STS SPA, GENOVA

 

Security

T0421V119

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

02-Nov-2015

ISIN

IT0003977540

Agenda

706413109 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID: 512920 DUE TO RECEIPT OF- DIRECTOR NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED-AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

29 SEP 2015:PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE-WILL BE A THIRD CALL ON 01 DEC 2015. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WI- LL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.

 

Non-Voting

 

 

 

 

 

1.1

 

DETERMINATION OF THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS

 

Management

 

 

 

 

 

1.2

 

DETERMINATION OF THE TERM OF OFFICE OF THE BOARD OF DIRECTORS

 

Management

 

 

 

 

 

CMMT

 

PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS BOARD OF DIRECTO- RS, THERE IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE MEETING. THE STANDIN-G INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE R- EQUIRED TO VOTE FOR ONLY 1 OF THE 2 SLATES. THANK YOU.

 

Non-Voting

 

 

 

 

 

1.3.1

 

APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS: LIST PRESENTED BY FINMECCANICA S.P.A. REPRESENTING 44.066 PCT OF THE STOCK CAPITAL: POGGIALI BARBARA, DORMER ALISTAIR, BOSWELL KAREN, SIRAGUSA STEFANO, HIRAYANAGI RYOICHI, PAVESI BRUNO

 

Shareholder

 

 

 

 

 

1.3.2

 

APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS: LIST PRESENTED BY ANIMA SGR S.P.A., ARCA SGR S.P.A., EURIZON CAPITAL SGR S.P.A., EURIZON CAPITAL SA, AMBER CAPITAL ITALIA SGR S.P.A. AND AMBER CAPITAL UK LLP REPRESENTING 4.77PCT OF THE STOCK CAPITAL: CAVALLINI GIOVANNI, GIANNOTTI PAOLA, GALLAZZI GIULIO, CASTELLI MICHAELA

 

Shareholder

 

 

 

 

 

1.4

 

APPOINTMENT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

 

Management

 

 

 

 

 

1.5

 

DETERMINATION OF THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

 

Management

 

 

 

 

 

2

 

WAIVER OF THE CORPORATE LIABILITY ACTION AGAINST CEASED DIRECTORS PURSUANT TO ARTICLE 2393 OF THE ITALIAN CIVIL CODE

 

Management

 

 

 

 

 

 



 

DISH NETWORK CORPORATION

 

Security

25470M109

Meeting Type

Annual

Ticker Symbol

DISH

Meeting Date

03-Nov-2015

ISIN

US25470M1099

Agenda

934279844 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

GEORGE R. BROKAW

 

 

 

For

 

For

 

 

 

2

JAMES DEFRANCO

 

 

 

For

 

For

 

 

 

3

CANTEY M. ERGEN

 

 

 

For

 

For

 

 

 

4

CHARLES W. ERGEN

 

 

 

For

 

For

 

 

 

5

STEVEN R. GOODBARN

 

 

 

For

 

For

 

 

 

6

CHARLES M. LILLIS

 

 

 

For

 

For

 

 

 

7

AFSHIN MOHEBBI

 

 

 

For

 

For

 

 

 

8

DAVID K. MOSKOWITZ

 

 

 

For

 

For

 

 

 

9

TOM A. ORTOLF

 

 

 

For

 

For

 

 

 

10

CARL E. VOGEL

 

 

 

For

 

For

 

2.

 

TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015.

 

Management

 

For

 

For

 

3.

 

TO AMEND OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION TO DESIGNATE AN EXCLUSIVE FORUM FOR CERTAIN LEGAL ACTIONS.

 

Management

 

For

 

For

 

 

MARKWEST ENERGY PARTNERS LP

 

Security

570759100

Meeting Type

Special

Ticker Symbol

MWE

Meeting Date

01-Dec-2015

ISIN

US5707591005

Agenda

934295951 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 11, 2015, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG MPLX LP, MPLX GP LLC, MARATHON PETROLEUM CORPORATION, SAPPHIRE HOLDCO LLC AND MARKWEST ENERGY PARTNERS, L.P., AND THE TRANSACTIONS CONTEMPLATED THEREBY.

 

Management

 

For

 

For

 

2.

 

PROPOSAL TO APPROVE, ON AN ADVISORY, NON- BINDING BASIS, THE MERGER-RELATED COMPENSATION PAYMENTS THAT MAY BECOME PAYABLE TO MARKWEST ENERGY PARTNERS, L.P.’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1 AT THE TIME OF THE SPECIAL MEETING.

 

Management

 

For

 

For

 

 



 

CAMERON INTERNATIONAL CORPORATION

 

Security

13342B105

Meeting Type

Special

Ticker Symbol

CAM

Meeting Date

17-Dec-2015

ISIN

US13342B1052

Agenda

934304318 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 25, 2015, AMONG SCHLUMBERGER HOLDINGS CORPORATION, AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF SCHLUMBERGER LIMITED, RAIN MERGER SUB LLC, A DIRECT WHOLLY-OWNED SUBSIDIARY OF SCHLUMBERGER HOLDINGS CORP., SCHLUMBERGER LIMITED AND CAMERON INTERNATIONAL CORPORATION, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, BY NON-BINDING, ADVISORY VOTE, THE COMPENSATION THAT MAY BECOME PAYABLE TO CAMERON INTERNATIONAL CORPORATION’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER.

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING OF STOCKHOLDERS, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING OF STOCKHOLDERS.

 

Management

 

For

 

For

 

 



 

MYLAN N.V.

 

Security

N59465109

Meeting Type

Special

Ticker Symbol

MYL

Meeting Date

07-Jan-2016

ISIN

NL0011031208

Agenda

934313393 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSED RESOLUTION TO REDEEM ALL ISSUED PREFERRED SHARES, PAR VALUE 0.01 EURO PER SHARE, IN THE CAPITAL OF MYLAN N.V.

 

Management

 

For

 

For

 

 

BIOMED REALTY TRUST, INC.

 

Security

09063H107

Meeting Type

Special

Ticker Symbol

BMR

Meeting Date

21-Jan-2016

ISIN

US09063H1077

Agenda

934312884 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE MERGER OF BIOMED REALTY TRUST, INC. WITH AND INTO BRE EDISON L.P. AND THE OTHER TRANSACTIONS CONTEMPLATED BY THAT CERTAIN AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 7, 2015 (AS MAY BE AMENDED FROM TIME TO TIME, THE “ MERGER AGREEMENT”), BY AND AMONG BIOMED REALTY TRUST, INC., ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO OUR NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER.

 

Management

 

For

 

For

 

3.

 

TO APPROVE ANY ADJOURNMENT OF THE SPECIAL MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE SPECIAL MEETING TO APPROVE THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

KLA-TENCOR CORPORATION

 

Security

482480100

Meeting Type

Special

Ticker Symbol

KLAC

Meeting Date

19-Feb-2016

ISIN

US4824801009

Agenda

934322152 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

ADOPTION OF THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG LAM RESEARCH CORPORATION, TOPEKA MERGER SUB 1, INC., TOPEKA MERGER SUB 2, INC. AND KLA- TENCOR CORPORATION.

 

Management

 

For

 

For

 

2.

 

ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY AND APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1.

 

Management

 

For

 

For

 

3.

 

APPROVAL, BY A NON-BINDING, ADVISORY VOTE, OF THE COMPENSATION OF KLA-TENCOR CORPORATION’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGERS.

 

Management

 

For

 

For

 

4.

 

APPROVAL OF AN EXTENSION OF THE APPLICABILITY OF KLA-TENCOR’S OUTSIDE DIRECTOR VESTING ACCELERATION POLICY TO OUTSIDE MEMBERS OF THE KLA-TENCOR BOARD WHO HAVE SERVED ON THE KLA- TENCOR BOARD FOR LESS THAN SIX YEARS AS OF THEIR TERMINATION DATE, SUCH THAT THE VESTING OF ALL RESTRICTED STOCK UNITS HELD ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

 

JOURNAL MEDIA GROUP, INC.

 

Security

48114A109

Meeting Type

Special

Ticker Symbol

JMG

Meeting Date

01-Mar-2016

ISIN

US48114A1097

Agenda

934323825 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPROVE THE AGREEMENT AND PLAN OF MERGER AMONG JOURNAL MEDIA GROUP, INC. (“JMG”), GANNETT CO., INC. AND JUPITER MERGER SUB, INC. (“MERGER SUB”) AND THE MERGER OF MERGER SUB WITH AND INTO JMG CONTEMPLATED THEREBY

 

Management

 

Against

 

Against

 

2.

 

ADJOURN OR POSTPONE THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES, IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1 AT THE SPECIAL MEETING

 

Management

 

For

 

For

 

 



 

YOUKU TUDOU, INC.

 

Security

98742U100

Meeting Type

Special

Ticker Symbol

YOKU

Meeting Date

14-Mar-2016

ISIN

US98742U1007

Agenda

934329473 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

AS A SPECIAL RESOLUTION: THAT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 6, 2015 (THE “MERGER AGREEMENT”), BY AND AMONG ALI YK INVESTMENT HOLDING LIMITED, AN EXEMPTED COMPANY WITH LIMITED LIABILITY INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS (“PARENT”), ALI YK SUBSIDIARY HOLDING LIMITED, AN EXEMPTED COMPANY WITH LIMITED LIABILITY INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS AND A WHOLLY OWNED SUBSIDIARY OF PARENT (“MERGER SUB”), THE COMPANY AND, SOLELY FOR PURPOSES ...(DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL)

 

Management

 

For

 

For

 

2.

 

AS A SPECIAL RESOLUTION: THAT EACH OF THE MEMBERS OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY AND ANY OTHER DIRECTOR OR OFFICER OF THE COMPANY BE AUTHORIZED TO DO ALL THINGS NECESSARY TO GIVE EFFECT TO THE MERGER AGREEMENT, THE PLAN OF MERGER AND THE TRANSACTIONS, INCLUDING THE MERGER.

 

Management

 

For

 

For

 

3.

 

AS AN ORDINARY RESOLUTION: THAT THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING BE INSTRUCTED TO ADJOURN THE EXTRAORDINARY GENERAL MEETING IN ORDER TO ALLOW THE COMPANY TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT PROXIES RECEIVED AT THE TIME OF THE EXTRAORDINARY GENERAL MEETING TO PASS THE SPECIAL RESOLUTIONS TO BE PROPOSED AT THE EXTRAORDINARY GENERAL MEETING.

 

Management

 

For

 

For

 

 

HEWLETT PACKARD ENTERPRISE COMPANY

 

Security

42824C109

Meeting Type

Annual

Ticker Symbol

HPE

Meeting Date

23-Mar-2016

ISIN

US42824C1099

Agenda

934327063 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

ELECTION OF DIRECTOR: DANIEL AMMANN

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: MARC L. ANDREESSEN

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: MICHAEL J. ANGELAKIS

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: LESLIE A. BRUN

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: PAMELA L. CARTER

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: KLAUS KLEINFELD

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: RAYMOND J. LANE

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: ANN M. LIVERMORE

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: RAYMOND E. OZZIE

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: GARY M. REINER

 

Management

 

For

 

For

 

1K.

 

ELECTION OF DIRECTOR: PATRICIA F. RUSSO

 

Management

 

For

 

For

 

1L.

 

ELECTION OF DIRECTOR: LIP-BU TAN

 

Management

 

For

 

For

 

1M.

 

ELECTION OF DIRECTOR: MARGARET C. WHITMAN

 

Management

 

For

 

For

 

1N.

 

ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER

 

Management

 

For

 

For

 

2.

 

TO RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2016

 

Management

 

For

 

For

 

3.

 

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

 

Management

 

For

 

For

 

4.

 

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

 

Management

 

1 Year

 

For

 

 



 

AFFYMETRIX, INC.

 

Security

00826T108

Meeting Type

Special

Ticker Symbol

AFFX

Meeting Date

31-Mar-2016

ISIN

US00826T1088

Agenda

934333357 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

THE PROPOSAL TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 8, 2016, AMONG AFFYMETRIX, INC., THERMO FISHER SCIENTIFIC INC., AND WHITE BIRCH MERGER CO., A WHOLLY OWNED SUBSIDIARY OF THERMO FISHER SCIENTIFIC INC., AS IT MAY BE AMENDED FROM TIME TO TIME.

 

Management

 

Against

 

Against

 

2.

 

THE PROPOSAL TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT AND APPROVE THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

3.

 

THE NON-BINDING ADVISORY PROPOSAL TO APPROVE THE COMPENSATION THAT WILL OR MAY BE BECOME PAYABLE TO AFFYMETRIX NAMED EXECUTIVE OFFICERS IN CONNECTION WITH MERGER, AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE.

 

Management

 

Against

 

Against

 

 

RONA INC.

 

Security

776249104

Meeting Type

Special

Ticker Symbol

RONAF

Meeting Date

31-Mar-2016

ISIN

CA7762491040

Agenda

934333991 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

SPECIAL RESOLUTION OF HOLDERS OF COMMON SHARES OF RONA INC., THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX “A” TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR OF RONA INC. DATED FEBRUARY 25, 2016 (THE “INFORMATION CIRCULAR”), TO APPROVE A STATUTORY PLAN OF ARRANGEMENT UNDER CHAPTER XVI - DIVISION II OF THE BUSINESS CORPORATIONS ACT (QUEBEC), ALL AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR.

 

Management

 

For

 

For

 

 



 

RONA INC.

 

Security

776249302

Meeting Type

Special

Ticker Symbol

 

Meeting Date

31-Mar-2016

ISIN

CA7762493020

Agenda

934334006 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

SPECIAL RESOLUTION OF HOLDERS OF CUMULATIVE 5-YEAR RATE RESET SERIES 6 CLASS A PREFERRED SHARES OF RONA INC. AND ANY THEN OUTSTANDING CUMULATIVE FLOATING RATE SERIES 7 CLASS A PREFERRED SHARES OF RONA INC., THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX “B” TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR OF RONA INC. DATED FEBRUARY 25, 2016 (THE “INFORMATION CIRCULAR”), TO APPROVE A STATUTORY PLAN OF ARRANGEMENT UNDER CHAPTER XVI - DIVISION II OF THE BUSINESS CORPORATIONS ACT (QUEBEC), ALL AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR.

 

Management

 

Against

 

Against

 

 

ATMEL CORPORATION

 

Security

049513104

Meeting Type

Special

Ticker Symbol

ATML

Meeting Date

01-Apr-2016

ISIN

US0495131049

Agenda

934332761 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 19, 2016, AMONG ATMEL CORPORATION, MICROCHIP TECHNOLOGY INCORPORATED AND HERO ACQUISITION CORPORATION.

 

Management

 

For

 

For

 

2.

 

THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION PAYMENTS THAT WILL OR MAY BE MADE TO ATMEL’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

TNT EXPRESS NV, AMSTERDAM

 

Security

N8726Y106

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

06-Apr-2016

ISIN

NL0009739424

Agenda

706695422 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

OPENING OF THE GENERAL MEETING

 

Non-Voting

 

 

 

 

 

2

 

REPORT OF THE MANAGING BOARD ON THE FISCAL YEAR 2015

 

Non-Voting

 

 

 

 

 

3

 

THE ANNUAL REPORT OF THE MANAGING BOARD OF THE FINANCIAL YEAR 2015 WILL BE-DISCUSSED

 

Non-Voting

 

 

 

 

 

4

 

DISCUSSED WILL BE THE INFORMATION CONCERNING THE REMUNERATION FOR MANAGING-BOARD MEMBERS IN 2015 AS INCLUDED IN CHAPTER 4 OF THE ANNUAL REPORT 2015 (P.-49 - 54) AND IN THE NOTES TO THE CONSOLIDATED STATEMENTS (P. 96 98)

 

Non-Voting

 

 

 

 

 

5

 

APPROVAL OF THE ANNUAL ACCOUNTS ON THE FISCAL YEAR 2015

 

Management

 

For

 

For

 

6

 

THE MANAGING BOARD DECIDED WITH THE APPROVAL OF THE SUPERVISORY BOARD TO- ALLOCATE THE LOSSES OVER THE FINANCIAL YEAR 2015 TO THE RESERVES. NO-DISTRIBUTION TO SHAREHOLDERS WILL TAKE PLACE OVER THE FINANCIAL YEAR 2015

 

Non-Voting

 

 

 

 

 

7

 

IT IS PROPOSED TO DISCHARGE THE MANAGING BOARD IN RESPECT OF THE DUTIES PERFORMED DURING THE PAST FISCAL YEAR

 

Management

 

For

 

For

 

8

 

IT IS PROPOSED TO DISCHARGE AND THE SUPERVISORY BOARD IN RESPECT OF THE DUTIES PERFORMED DURING THE PAST FISCAL YEAR

 

Management

 

For

 

For

 

9

 

IT IS PROPOSED THAT THE MANAGING BOARD SUBJECT TO THE APPROVAL OF THE SUPERVISORY BOARD BE DESIGNATED FOR A PERIOD OF 18 MONTHS AS THE BODY WHICH IS AUTHORISED TO RESOLVE TO ISSUE SHARES UP TO A NUMBER OF SHARES NOT EXCEEDING 10 PERCENT OF THE NUMBER OF ISSUED SHARES IN THE CAPITAL OF THE COMPANY WITH AN ADDITIONAL 10 PERCENT IN THE CASE OF A MERGER OR ACQUISITION INVOLVING THE COMPANY

 

Management

 

For

 

For

 

10

 

IT IS PROPOSED THAT THE MANAGING BOARD IS AUTHORISED UNDER APPROVAL OF THE SUPERVISORY BOARD AS THE SOLE BODY TO LIMIT OR EXCLUDE THE PRE-EMPTIVE RIGHT ON NEW ISSUED SHARES IN THE COMPANY. THE AUTHORIZATION WILL BE VALID FOR A PERIOD OF 18 MONTHS AS FROM THE DATE OF THIS MEETING

 

Management

 

For

 

For

 

11

 

IT IS PROPOSED THAT THE MANAGING BOARD BE AUTHORISED SUBJECT TO THE APPROVAL OF THE SUPERVISORY BOARD, TO CAUSE THE COMPANY TO ACQUIRE ITS OWN SHARES FOR VALUABLE CONSIDERATION, UP TO A MAXIMUM NUMBER NOT EXCEEDING 10 PERCENT OF THE ISSUED CAPITAL. SUCH ACQUISITION MAY BE EFFECTED BY MEANS OF ANY TYPE OF CONTRACT, INCLUDING STOCK EXCHANGE TRANSACTIONS AND PRIVATE TRANSACTIONS. THE PRICE MUST LIE BETWEEN THE NOMINAL VALUE OF THE SHARES AND AN AMOUNT EQUAL TO 110 PERCENT OF THE MARKET PRICE. BY ‘MARKET PRICE’ IS UNDERSTOOD THE AVERAGE OF THE CLOSING PRICES REACHED BY THE SHARES ON EACH OF THE 5 STOCK EXCHANGE BUSINESS DAYS PRECEDING THE DATE OF ACQUISITION, AS EVIDENCED BY THE OFFICIAL PRICE LIST OF EURONEXT AMSTERDAM NV. THE AUTHORISATION WILL BE VALID FOR A PERIOD OF 18 MONTHS, COMMENCING ON 6 APRIL 2016

 

Management

 

For

 

For

 

12

 

ANY OTHER BUSINESS

 

Non-Voting

 

 

 

 

 

13

 

CLOSING OF THE GENERAL MEETING

 

Non-Voting

 

 

 

 

 

 



 

BROADCOM LIMITED

 

Security

Y09827109

Meeting Type

Annual

Ticker Symbol

AVGO

Meeting Date

06-Apr-2016

ISIN

SG9999014823

Agenda

934330248 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

ELECTION OF DIRECTOR: MR. HOCK E. TAN

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: MR. JAMES V. DILLER

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: MR. LEWIS C. EGGEBRECHT

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: MR. KENNETH Y. HAO

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: MR. EDDY W. HARTENSTEIN

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: MS. JUSTINE F. LIEN

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: MR. DONALD MACLEOD

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: MR. PETER J. MARKS

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: DR. HENRY S. SAMUELI

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: MR. LUCIEN Y.K. WONG

 

Management

 

For

 

For