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Arbitrage Funds

Filed: 9 Aug 18, 3:57pm

 

 

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:  800-295-4485

 

Date of fiscal year end:  May 31

 

Date of reporting period:  July 1, 2017 - June 30, 2018

 

 

 



 

Item 1 — Proxy Voting Record.

 



 

THE ARBITRAGE FUND

 

Investment Company Report

 

BOOKER GROUP PLC

 

Security

G1450C109

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

05-Jul-2017

ISIN

GB00B01TND91

Agenda

708267996 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO RECEIVE THE AUDITED ANNUAL ACCOUNTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 24 MARCH 2017

 

Management

 

For

 

For

 

2

 

TO APPROVE THE DIRECTORS’ REMUNERATION REPORT FOR THE FINANCIAL YEAR ENDED 24 MARCH 2017

 

Management

 

For

 

For

 

3

 

TO APPROVE THE DIRECTORS’ REMUNERATION POLICY

 

Management

 

For

 

For

 

4

 

TO DECLARE A FINAL DIVIDEND FOR THE YEAR ENDED 24 MARCH 2017 OF 4.97 PENCE PER ORDINARY SHARE

 

Management

 

For

 

For

 

5

 

TO DECLARE A SPECIAL DIVIDEND OF 3.02 PENCE PER ORDINARY SHARE

 

Management

 

For

 

For

 

6

 

TO RE-ELECT STEWART GILLILAND AS A DIRECTOR

 

Management

 

For

 

For

 

7

 

TO RE-ELECT CHARLES WILSON AS A DIRECTOR

 

Management

 

For

 

For

 

8

 

TO RE-ELECT JONATHAN PRENTIS AS A DIRECTOR

 

Management

 

For

 

For

 

9

 

TO RE-ELECT GUY FARRANT AS A DIRECTOR

 

Management

 

For

 

For

 

10

 

TO RE-ELECT HELENA ANDREAS AS A DIRECTOR

 

Management

 

For

 

For

 

11

 

TO RE-ELECT ANDREW CRIPPS AS A DIRECTOR

 

Management

 

For

 

For

 

12

 

TO RE-ELECT GARY HUGHES AS A DIRECTOR

 

Management

 

For

 

For

 

13

 

TO RE-ELECT KAREN JONES AS A DIRECTOR

 

Management

 

For

 

For

 

14

 

TO RE-APPOINT KPMG LLP AS AUDITORS TO THE COMPANY

 

Management

 

For

 

For

 

15

 

TO AUTHORISE THE AUDIT COMMITTEE (FOR AND ON BEHALF OF THE BOARD) TO DETERMINE THE FEES PAID TO THE AUDITORS TO THE COMPANY

 

Management

 

For

 

For

 

16

 

THAT THE DIRECTORS BE AUTHORISED TO ALLOT SHARES

 

Management

 

For

 

For

 

17

 

THAT THE DIRECTORS BE GIVEN POWER TO DISAPPLY PRE-EMPTION RIGHTS

 

Management

 

For

 

For

 

18

 

THAT THE COMPANY BE GENERALLY AND UNCONDITIONALLY AUTHORISED TO MAKE ONE OR MORE MARKET PURCHASES OF ITS OWN SHARES

 

Management

 

For

 

For

 

19

 

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

 

Management

 

For

 

For

 

 

PANERA BREAD COMPANY

 

Security

69840W108

Meeting Type

Special

Ticker Symbol

PNRA

Meeting Date

11-Jul-2017

ISIN

US69840W1080

Agenda

934645029 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 4, 2017, BY AND AMONG PANERA BREAD COMPANY, JAB HOLDINGS B.V., RYE PARENT CORP., AND RYE MERGER SUB, 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

 

 



 

VERESEN INC.

 

Security

92340R106

Meeting Type

Special

Ticker Symbol

FCGYF

Meeting Date

11-Jul-2017

ISIN

CA92340R1064

Agenda

934649433 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX A TO THE MANAGEMENT INFORMATION CIRCULAR OF VERESEN DATED JUNE 5, 2017 (THE “INFORMATION CIRCULAR”), APPROVING A PLAN OF ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS CORPORATIONS ACT (ALBERTA) INVOLVING VERESEN, COMMON SHAREHOLDERS, HOLDERS OF CUMULATIVE REDEEMABLE PREFERRED SHARES, SERIES A, B, C, D, E AND F, OF VERESEN AND PEMBINA PIPELINE CORPORATION, AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR.

 

Management

 

For

 

For

 

 

FORTRESS INVESTMENT GROUP LLC

 

Security

34958B106

Meeting Type

Special

Ticker Symbol

FIG

Meeting Date

12-Jul-2017

ISIN

US34958B1061

Agenda

934649457 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

THE PROPOSAL TO ADOPT THE MERGER AGREEMENT, THEREBY APPROVING THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND THE MERGER.

 

Management

 

For

 

For

 

2.

 

THE PROPOSAL TO APPROVE ANY POSTPONEMENTS OF THE SPECIAL MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IF THERE ARE HOLDERS OF AN INSUFFICIENT NUMBER OF CLASS A SHARES AND CLASS B SHARES PRESENT OR REPRESENTED BY PROXY AT THE SPECIAL MEETING TO CONSTITUTE A QUORUM AT THE SPECIAL MEETING.

 

Management

 

For

 

For

 

3.

 

THE PROPOSAL TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

 



 

VWR CORPORATION

 

Security

91843L103

Meeting Type

Special

Ticker Symbol

VWR

Meeting Date

13-Jul-2017

ISIN

US91843L1035

Agenda

934651375 - 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 MAY 4, 2016, BY AND AMONG AVANTOR, INC., VAIL ACQUISITION CORP AND VWR CORPORATION.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON AN ADVISORY AND NON-BINDING BASIS, SPECIFIED COMPENSATION THAT MAY BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF VWR CORPORATION IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

3.

 

TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY AND TO THE EXTENT PERMITTED BY THE MERGER AGREEMENT, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

ONEBEACON INSURANCE GROUP, LTD.

 

Security

G67742109

Meeting Type

Special

Ticker Symbol

OB

Meeting Date

18-Jul-2017

ISIN

BMG677421098

Agenda

934649469 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 2, 2017, BY AND AMONG ONEBEACON INSURANCE GROUP, LTD., INTACT FINANCIAL CORPORATION, INTACT BERMUDA HOLDINGS LTD. AND INTACT ACQUISITION CO. LTD., THE MERGER OF INTACT ACQUISITION CO. LTD. INTO ONEBEACON INSURANCE GROUP, LTD., ...(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 THE NAMED EXECUTIVE OFFICERS OF ONEBEACON INSURANCE GROUP, LTD. THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER, AND THE AGREEMENTS OR UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE.

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE ADJOURNMENT OF THE SPECIAL GENERAL 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 THE SPECIAL GENERAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF TO APPROVE PROPOSAL 1 ABOVE.

 

Management

 

For

 

For

 

 



 

SANDVINE CORPORATION

 

Security

800213100

Meeting Type

Special

Ticker Symbol

SNVNF

Meeting Date

18-Jul-2017

ISIN

CA8002131008

Agenda

934653228 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

TO CONSIDER AND, IF DEEMED TO BE ADVISABLE, TO PASS, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET OUT IN APPENDIX “A” TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR, TO APPROVE A STATUTORY PLAN OF ARRANGEMENT PURSUANT TO SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO).

 

Management

 

Against

 

Against

 

 

REYNOLDS AMERICAN INC.

 

Security

761713106

Meeting Type

Special

Ticker Symbol

RAI

Meeting Date

19-Jul-2017

ISIN

US7617131062

Agenda

934651414 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 16, 2017, AS IT AND THE PLAN OF MERGER CONTAINED THEREIN WERE AMENDED AS OF JUNE 8, 2017, AND AS IT AND THE PLAN OF MERGER CONTAINED THEREIN MAY BE FURTHER AMENDED FROM TIME TO TIME, REFERRED TO AS THE MERGER AGREEMENT, BY AND AMONG REYNOLDS AMERICAN INC., REFERRED TO AS RAI, BRITISH AMERICAN TOBACCO P.L.C., A PUBLIC LIMITED COMPANY INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES, REFERRED TO AS BAT, ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

APPROVAL ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY RAI OR BAT TO RAI’S NAMED EXECUTIVE OFFICERS AND THAT ARE BASED ON OR OTHERWISE RELATE TO THE MERGER AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE.

 

Management

 

For

 

For

 

3.

 

APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING OF RAI SHAREHOLDERS, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

AKORN, INC.

 

Security

009728106

Meeting Type

Special

Ticker Symbol

AKRX

Meeting Date

19-Jul-2017

ISIN

US0097281069

Agenda

934651969 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 24, 2017, BY AND AMONG FRESENIUS KABI AG, QUERCUS ACQUISITION, INC., AKORN, INC. AND, SOLELY FOR PURPOSES OF ARTICLE VIII THEREIN, FRESENIUS SE & CO. KGAA.

 

Management

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE ADJOURNMENT OF 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 THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF TO ADOPT THE AGREEMENT AND PLAN OF MERGER.

 

Management

 

For

 

For

 

 

KCG HOLDINGS, INC.

 

Security

48244B100

Meeting Type

Special

Ticker Symbol

KCG

Meeting Date

19-Jul-2017

ISIN

US48244B1008

Agenda

934656488 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 20, 2017, BY AND AMONG KCG HOLDINGS, INC. (THE “COMPANY”), VIRTU FINANCIAL, INC. AND ORCHESTRA MERGER SUB, INC. (THE “MERGER AGREEMENT”).

 

Management

 

For

 

For

 

2.

 

A PROPOSAL TO AUTHORIZE THE MERGER OF ORCHESTRA MERGER SUB, INC. INTO THE COMPANY FOR PURPOSES OF SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW.

 

Management

 

For

 

For

 

3.

 

A PROPOSAL TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT CERTAIN EXECUTIVE OFFICERS OF THE COMPANY MAY RECEIVE IN CONNECTION WITH THE MERGER OF ORCHESTRA MERGER SUB, INC. INTO THE COMPANY PURSUANT TO AGREEMENTS OR ARRANGEMENTS WITH THE COMPANY.

 

Management

 

For

 

For

 

4.

 

A PROPOSAL 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 PROPOSAL TO ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

GLOBAL SOURCES LTD.

 

Security

G39300101

Meeting Type

Special

Ticker Symbol

GSOL

Meeting Date

24-Jul-2017

ISIN

BMG393001018

Agenda

934653848 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

BYE-LAWS PROPOSAL: TO APPROVE AMENDMENT OF BYE-LAW 152 OF THE EXISTING BYE-LAWS OF GLOBAL SOURCES LTD. (THE “COMPANY”) BY REPLACING THE EXISTING BYE-LAW 152 WITH THE FOLLOWING NEW BYE-LAW 152 (THE “BYE-LAWS AMENDMENT”). ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

AMALGAMATION PROPOSAL: TO APPROVE (I) THE AMALGAMATION (THE “AMALGAMATION”) OF THE COMPANY AND EXPO HOLDINGS II LTD. (“AMALGAMATION SUB”) WITH THE AMALGAMATED COMPANY RESULTING FROM THE AMALGAMATION CONTINUING AS A BERMUDA EXEMPTED COMPANY LIMITED BY SHARES AND BECOMING A WHOLLY-OWNED SUBSIDIARY OF ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

3.

 

ADJOURNMENT PROPOSAL: TO APPROVE AN ADJOURNMENT OF THE SPECIAL GENERAL MEETING AS THE CHAIRMAN OF THE SPECIAL GENERAL MEETING DETERMINES IN ACCORDANCE WITH THE BYE-LAWS OF THE COMPANY IN ORDER FOR THE COMPANY TO TAKE SUCH ACTIONS AS THE BOARD OF DIRECTORS OF THE COMPANY MAY DETERMINE AS ARE NECESSARY OR ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

 

COVISINT CORPORATION

 

Security

22357R103

Meeting Type

Special

Ticker Symbol

COVS

Meeting Date

25-Jul-2017

ISIN

US22357R1032

Agenda

934655311 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE AGREEMENT AND PLAN OF MERGER (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”), DATED AS OF JUNE 5, 2017, AMONG COVISINT CORPORATION, A MICHIGAN CORPORATION, OPENTEXT CORPORATION, A CANADIAN CORPORATION (“OPENTEXT”) AND CYPRESS MERGER SUB, INC., A MICHIGAN CORPORATION AND WHOLLY OWNED SUBSIDIARY OF OPENTEXT.

 

Management

 

For

 

For

 

2.

 

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 MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

WEST CORPORATION

 

Security

952355204

Meeting Type

Special

Ticker Symbol

WSTC

Meeting Date

26-Jul-2017

ISIN

US9523552043

Agenda

934655727 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 9, 2017 AND AS MAY BE AMENDED FROM TIME TO TIME (THE “MERGER AGREEMENT”), BY AND AMONG MOUNT OLYMPUS HOLDINGS, INC., A DELAWARE CORPORATION (“PARENT”), OLYMPUS MERGER SUB, INC., A DELAWARE CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF PARENT, AND WEST CORPORATION, A DELAWARE CORPORATION (“WEST”).

 

Management

 

For

 

For

 

2.

 

THE PROPOSAL TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO WEST’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

 



 

TEMBEC INC.

 

Security

87974D100

Meeting Type

Special

Ticker Symbol

TMBCF

Meeting Date

27-Jul-2017

ISIN

CA87974D1006

Agenda

934656375 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

A SPECIAL RESOLUTION (THE “ARRANGEMENT RESOLUTION”), THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX C TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR OF THE CORPORATION DATED JUNE 13, 2017 (THE “CIRCULAR”), APPROVING AN ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, AS AMENDED, ALL AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR.

 

Management

 

For

 

For

 

 

PROGRAMMED MAINTENANCE SERVICES LIMITED

 

Security

Q7762R105

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

28-Jul-2017

ISIN

AU000000PRG2

Agenda

708293167 - Management

 

Item

 

Proposal

 

Proposed
by

��

Vote

 

For/Against
Management

 

CMMT

 

VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 1, 3 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

 

 

 

 

 

1

 

ADOPTION OF REMUNERATION REPORT

 

Management

 

For

 

For

 

2

 

RE-ELECTION OF EMMA STEIN AS A DIRECTOR

 

Management

 

For

 

For

 

3

 

GRANT OF PERFORMANCE RIGHTS TO THE MANAGING DIRECTOR AND ISSUE OF SHARES ON VESTING OF THOSE PERFORMANCE RIGHTS

 

Management

 

For

 

For

 

 



 

GLOBAL LOGISTIC PROPERTIES LTD, SINGAPORE

 

Security

Y27187106

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

28-Jul-2017

ISIN

SG2C26962630

Agenda

708308223 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO RECEIVE AND ADOPT THE DIRECTORS’ STATEMENT, AUDITED FINANCIAL STATEMENTS AND AUDITOR’S REPORT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2017

 

Management

 

For

 

For

 

2

 

TO DECLARE A FINAL ONE-TIER TAX-EXEMPT DIVIDEND OF SGD 0.06 PER ORDINARY SHARE FOR THE FINANCIAL YEAR ENDED 31 MARCH 2017. (FOR ADDITIONAL DETAILS ON DIVIDEND POLICY, SEE EXPLANATORY NOTE 1)

 

Management

 

For

 

For

 

3.A

 

TO RE-ELECT THE FOLLOWING DIRECTOR, EACH OF WHOM WILL RETIRE BY ROTATION PURSUANT TO ARTICLE 94 OF THE CONSTITUTION OF THE COMPANY AND WHO, BEING ELIGIBLE, OFFER HIMSELF FOR RE-ELECTION: DR. DIPAK CHAND JAIN

 

Management

 

For

 

For

 

3.B

 

TO RE-ELECT THE FOLLOWING DIRECTOR, EACH OF WHOM WILL RETIRE BY ROTATION PURSUANT TO ARTICLE 94 OF THE CONSTITUTION OF THE COMPANY AND WHO, BEING ELIGIBLE, OFFER HIMSELF FOR RE-ELECTION: MR. LIM SWE GUAN

 

Management

 

For

 

For

 

3.C

 

TO RE-ELECT THE FOLLOWING DIRECTOR, EACH OF WHOM WILL RETIRE BY ROTATION PURSUANT TO ARTICLE 94 OF THE CONSTITUTION OF THE COMPANY AND WHO, BEING ELIGIBLE, OFFER HIMSELF FOR RE-ELECTION: MR. MING Z. MEI

 

Management

 

For

 

For

 

3.D

 

TO RE-ELECT THE FOLLOWING DIRECTOR, EACH OF WHOM WILL RETIRE BY ROTATION PURSUANT TO ARTICLE 94 OF THE CONSTITUTION OF THE COMPANY AND WHO, BEING ELIGIBLE, OFFER HIMSELF FOR RE-ELECTION: MR. THAM KUI SENG

 

Management

 

For

 

For

 

4

 

TO APPROVE DIRECTORS’ FEES OF USD 2,900,000 FOR THE FINANCIAL YEAR ENDING 31 MARCH 2018. (2017: USD 2,700,000)

 

Management

 

For

 

For

 

5

 

TO RE-APPOINT MESSRS. KPMG LLP AS THE COMPANY’S AUDITOR AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION

 

Management

 

For

 

For

 

6

 

AUTHORITY TO ISSUE SHARES

 

Management

 

For

 

For

 

7

 

AUTHORITY TO ISSUE SHARES UNDER THE GLP PERFORMANCE SHARE PLAN AND THE GLP RESTRICTED SHARE PLAN

 

Management

 

For

 

For

 

8

 

PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE

 

Management

 

For

 

For

 

CMMT

 

19 JUN 2017: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE-TEXT OF RESOLUTION 4. 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

 

 

 

 

 

 



 

XACTLY CORPORATION

 

Security

98386L101

Meeting Type

Special

Ticker Symbol

XTLY

Meeting Date

28-Jul-2017

ISIN

US98386L1017

Agenda

934656793 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 29, 2017, AS AMENDED ON JUNE 20, 2017, BY AND AMONG EXCALIBUR PARENT, LLC, EXCALIBUR MERGER SUB, INC. AND XACTLY CORPORATION, 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

 

 

PATHEON N.V.

 

Security

N6865W105

Meeting Type

Special

Ticker Symbol

PTHN

Meeting Date

02-Aug-2017

ISIN

NL0011970280

Agenda

934656414 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

THE CONDITIONAL APPOINTMENT TO OUR BOARD: SETH H. HOOGASIAN AS NON-EXECUTIVE DIRECTOR

 

Management

 

For

 

For

 

1B.

 

THE CONDITIONAL APPOINTMENT TO OUR BOARD: ANTHONY H. SMITH AS EXECUTIVE DIRECTOR

 

Management

 

For

 

For

 

1C.

 

THE CONDITIONAL APPOINTMENT TO OUR BOARD: PATRICK M. DURBIN AS NON-EXECUTIVE DIRECTOR

 

Management

 

For

 

For

 

1D.

 

THE CONDITIONAL APPOINTMENT TO OUR BOARD: JOHN SOS AS NON-EXECUTIVE DIRECTOR

 

Management

 

For

 

For

 

1E.

 

THE CONDITIONAL APPOINTMENT TO OUR BOARD: SHIRAZ LADIWALA AS NON-EXECUTIVE DIRECTOR

 

Management

 

For

 

For

 

2.

 

CONDITIONAL GRANTING OF FULL AND FINAL DISCHARGE TO EACH MEMBER ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

3.

 

CONDITIONAL APPROVAL OF THE SALE, TRANSFER AND ASSUMPTION OF THE BUSINESS OF THE COMPANY, INCLUDING SUBSTANTIALLY ALL OF THE ASSETS AND LIABILITIES OF THE COMPANY, TO OR BY THERMO FISHER (CN) LUXEMBOURG S.A R.L. (OR AN AFFILIATE THEREOF) (AGENDA ITEM 5).

 

Management

 

For

 

For

 

4.

 

CONDITIONAL RESOLUTION TO (1) DISSOLVE THE COMPANY IN ACCORDANCE WITH ARTICLE 2:19 OF THE DUTCH CIVIL CODE, (2) APPOINT STICHTING VEREFFENAAR PATHEON AS THE LIQUIDATOR OF THE COMPANY, (3) APPOINT PATHEON HOLDINGS B.V. AS THE CUSTODIAN OF ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

5.

 

CONDITIONAL RESOLUTION TO AMEND THE COMPANY’S ARTICLES OF ASSOCIATION AND TO CONVERT THE LEGAL FORM OF THE COMPANY INTO A PRIVATE COMPANY WITH LIMITED LIABILITY (AGENDA ITEM 7).

 

Management

 

For

 

For

 

6.

 

TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION THAT MAY ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

 



 

STRAIGHT PATH COMMUNICATIONS, INC

 

Security

862578101

Meeting Type

Special

Ticker Symbol

STRP

Meeting Date

02-Aug-2017

ISIN

US8625781013

Agenda

934657618 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 11, 2017, AS IT MAY BE AMENDED FROM TIME TO TIME (THE “MERGER AGREEMENT”), BY AND AMONG STRAIGHT PATH COMMUNICATIONS INC., VERIZON COMMUNICATIONS INC. AND WAVES MERGER SUB I, INC.

 

Management

 

Abstain

 

Against

 

2.

 

APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO STRAIGHT PATH COMMUNICATIONS INC.’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

 

Abstain

 

Against

 

3.

 

APPROVE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT OR IF A QUORUM IS NOT PRESENT AT THE SPECIAL MEETING.

 

Management

 

Abstain

 

Against

 

 

PATHEON N.V.

 

Security

N6865W105

Meeting Type

Special

Ticker Symbol

PTHN

Meeting Date

02-Aug-2017

ISIN

NL0011970280

Agenda

934658329 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

THE CONDITIONAL APPOINTMENT TO OUR BOARD: SETH H. HOOGASIAN AS NON-EXECUTIVE DIRECTOR

 

Management

 

For

 

For

 

1B.

 

THE CONDITIONAL APPOINTMENT TO OUR BOARD: ANTHONY H. SMITH AS EXECUTIVE DIRECTOR

 

Management

 

For

 

For

 

1C.

 

THE CONDITIONAL APPOINTMENT TO OUR BOARD: PATRICK M. DURBIN AS NON-EXECUTIVE DIRECTOR

 

Management

 

For

 

For

 

1D.

 

THE CONDITIONAL APPOINTMENT TO OUR BOARD: JOHN SOS AS NON-EXECUTIVE DIRECTOR

 

Management

 

For

 

For

 

1E.

 

THE CONDITIONAL APPOINTMENT TO OUR BOARD: SHIRAZ LADIWALA AS NON-EXECUTIVE DIRECTOR

 

Management

 

For

 

For

 

2.

 

CONDITIONAL GRANTING OF FULL AND FINAL DISCHARGE TO EACH MEMBER ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

3.

 

CONDITIONAL APPROVAL OF THE SALE, TRANSFER AND ASSUMPTION OF THE BUSINESS OF THE COMPANY, INCLUDING SUBSTANTIALLY ALL OF THE ASSETS AND LIABILITIES OF THE COMPANY, TO OR BY THERMO FISHER (CN) LUXEMBOURG S.A R.L. (OR AN AFFILIATE THEREOF) (AGENDA ITEM 5).

 

Management

 

For

 

For

 

4.

 

CONDITIONAL RESOLUTION TO (1) DISSOLVE THE COMPANY IN ACCORDANCE WITH ARTICLE 2:19 OF THE DUTCH CIVIL CODE, (2) APPOINT STICHTING VEREFFENAAR PATHEON AS THE LIQUIDATOR OF THE COMPANY, (3) APPOINT PATHEON HOLDINGS B.V. AS THE CUSTODIAN OF ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

5.

 

CONDITIONAL RESOLUTION TO AMEND THE COMPANY’S ARTICLES OF ASSOCIATION AND TO CONVERT THE LEGAL FORM OF THE COMPANY INTO A PRIVATE COMPANY WITH LIMITED LIABILITY (AGENDA ITEM 7).

 

Management

 

For

 

For

 

6.

 

TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION THAT MAY ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

 



 

NOVADAQ TECHNOLOGIES INC.

 

Security

66987G102

Meeting Type

Special

Ticker Symbol

NVDQ

Meeting Date

04-Aug-2017

ISIN

CA66987G1028

Agenda

934659129 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

THE SPECIAL RESOLUTION SET FORTH IN APPENDIX “B” TO THE MANAGEMENT INFORMATION CIRCULAR OF NOVADAQ TECHNOLOGIES INC. (THE “COMPANY”) DATED JULY 6, 2017 TO APPROVE A PLAN OF ARRANGEMENT PURSUANT SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT INVOLVING, AMONG OTHERS, THE COMPANY, STRYKER CORPORATION AND STRYKER CANADA OPERATIONS ULC, AS IT MAY BE AMENDED BY THE COMPANY (THE “ARRANGEMENT RESOLUTION”).

 

Management

 

For

 

For

 

 

C. R. BARD, INC.

 

Security

067383109

Meeting Type

Special

Ticker Symbol

BCR

Meeting Date

08-Aug-2017

ISIN

US0673831097

Agenda

934656363 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 23, 2017, AS IT MAY BE AMENDED FROM TIME TO TIME (THE “MERGER AGREEMENT”), BY AND AMONG C. R. BARD, INC., A NEW JERSEY CORPORATION (THE “COMPANY”), BECTON, DICKINSON AND COMPANY, A NEW JERSEY CORPORATION, AND LAMBDA CORP., A NEW JERSEY CORPORATION AND WHOLLY OWNED SUBSIDIARY OF BECTON, DICKINSON AND COMPANY.

 

Management

 

For

 

For

 

2.

 

TO APPROVE BY ADVISORY (NON-BINDING) VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR THE COMPANY’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 SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

FELCOR LODGING TRUST INCORPORATED

 

Security

31430F101

Meeting Type

Special

Ticker Symbol

FCH

Meeting Date

15-Aug-2017

ISIN

US31430F1012

Agenda

934661629 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO CONSIDER AND VOTE ON A PROPOSAL (THE “REIT MERGER PROPOSAL”) TO APPROVE THE MERGER OF FELCOR LODGING TRUST INCORPORATED (“FELCOR”) WITH AND INTO AN AFFILIATE OF RLJ LODGING TRUST (THE “MERGER”) PURSUANT TO THAT CERTAIN AGREEMENT AND PLAN OF MERGER ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

TO CONSIDER AND VOTE ON A NON-BINDING ADVISORY PROPOSAL TO APPROVE COMPENSATION ARRANGEMENTS FOR CERTAIN FELCOR EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER (THE “FELCOR COMPENSATION PROPOSAL”).

 

Management

 

For

 

For

 

3.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE FELCOR SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, FOR THE PURPOSE OF SOLICITING ADDITIONAL VOTES FOR THE APPROVAL OF THE REIT MERGER PROPOSAL (THE “FELCOR ADJOURNMENT PROPOSAL”).

 

Management

 

For

 

For

 

 



 

ALBANY MOLECULAR RESEARCH, INC.

 

Security

012423109

Meeting Type

Special

Ticker Symbol

AMRI

Meeting Date

18-Aug-2017

ISIN

US0124231095

Agenda

934660843 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 5, 2017, BY AND AMONG ALBANY MOLECULAR RESEARCH, INC. (“AMRI”), UIC PARENT CORPORATION AND UIC MERGER SUB, INC.

 

Management

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

PROPOSAL TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY, 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 TRANSACTIONS CONTEMPLATED THEREBY.

 

Management

 

For

 

For

 

 

NUTRACEUTICAL INTERNATIONAL CORPORATION

 

Security

67060Y101

Meeting Type

Special

Ticker Symbol

NUTR

Meeting Date

21-Aug-2017

ISIN

US67060Y1010

Agenda

934663229 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 21, 2017 AND AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG NUTRITION PARENT, LLC, A DELAWARE LIMITED LIABILITY COMPANY, NUTRITION SUB, INC., A DELAWARE CORPORATION AND A WHOLLY OWNED SUSIDIARY OF PARENT, AND NUTRACEUTICAL INTERNATIONAL CORPORATION, A DELAWARE CORPORATION.

 

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 ADJOURN THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE AS DETERMINED BY THE COMPANY, 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 PROPOSAL.

 

Management

 

For

 

For

 

 



 

WHOLE FOODS MARKET, INC.

 

Security

966837106

Meeting Type

Special

Ticker Symbol

WFM

Meeting Date

23-Aug-2017

ISIN

US9668371068

Agenda

934662328 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER (THE “MERGER AGREEMENT”), DATED AS OF JUNE 15, 2017, BY AND AMONG AMAZON.COM, INC., WALNUT MERGER SUB, INC. (“MERGER SUB”) AND WHOLE FOODS MARKET, INC. (THE “COMPANY”), PURSUANT TO WHICH MERGER SUB WILL MERGE WITH AND INTO THE COMPANY (THE “MERGER”), WITH THE COMPANY SURVIVING THE MERGER.

 

Management

 

For

 

For

 

2.

 

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.

 

PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO SET THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK AT 600 MILLION.

 

Management

 

For

 

For

 

4.

 

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 APPROVE THE MERGER AGREEMENT OR IN THE ABSENCE OF A QUORUM.

 

Management

 

For

 

For

 

 



 

ARI NETWORK SERVICES, INC.

 

Security

001930205

Meeting Type

Special

Ticker Symbol

ARIS

Meeting Date

28-Aug-2017

ISIN

US0019302050

Agenda

934664992 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 20, 2017, BY AND AMONG EXPEDITION HOLDINGS LLC, EXPEDITION MERGER SUB, INC. AND ARI NETWORK SERVICES, 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 APPROVE AND 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 ARI NETWORK SERVICES, INC. TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

 

NOVAE GROUP PLC

 

Security

G66819148

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

29-Aug-2017

ISIN

GB00B40SF849

Agenda

708438468 - 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 CONSIDER 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

 

Management

 

For

 

For

 

CMMT

 

07 AUG 2017: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE-TEXT 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

 

 

 

 

 

 



 

NOVAE GROUP PLC

 

Security

G66819148

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

29-Aug-2017

ISIN

GB00B40SF849

Agenda

708438470 - 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

 

 

STADA ARZNEIMITTEL AKTIENGESELLSCHAFT

 

Security

D7T913145

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

30-Aug-2017

ISIN

DE000A2GS5A4

Agenda

708433519 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT FOLLOWING THE AMENDMENT TO PARAGRAPH 21 OF THE GERMAN-SECURITIES TRADING ACT ON 9TH JULY 2015 AND THE OVER-RULING OF THE DISTRICT-COURT IN COLOGNE JUDGMENT FROM 6TH JUNE 2012 THE VOTING PROCESS HAS NOW-CHANGED WITH REGARD TO THE GERMAN REGISTERED SHARES. AS A RESULT, IT IS NOW-THE RESPONSIBILITY OF THE END-INVESTOR (I.E. FINAL BENEFICIARY) AND NOT THE-INTERMEDIARY TO DISCLOSE RESPECTIVE FINAL BENEFICIARY VOTING RIGHTS THEREFORE-THE CUSTODIAN BANK / AGENT IN THE MARKET WILL BE SENDING THE VOTING DIRECTLY-TO MARKET AND IT IS THE END INVESTORS RESPONSIBILITY TO ENSURE THE-REGISTRATION ELEMENT IS COMPLETE WITH THE ISSUER DIRECTLY, SHOULD THEY HOLD-MORE THAN 3 % OF THE TOTAL SHARE CAPITAL

 

Non-Voting

 

 

 

 

 

CMMT

 

THE VOTE/REGISTRATION DEADLINE AS DISPLAYED ON PROXYEDGE IS SUBJECT TO CHANGE-AND WILL BE UPDATED AS SOON AS BROADRIDGE RECEIVES CONFIRMATION FROM THE SUB-CUSTODIANS REGARDING THEIR INSTRUCTION DEADLINE. FOR ANY QUERIES PLEASE-CONTACT YOUR CLIENT SERVICES REPRESENTATIVE

 

Non-Voting

 

 

 

 

 

CMMT

 

ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN-CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE-NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS-USUAL. THANK YOU

 

Non-Voting

 

 

 

 

 

CMMT

 

COUNTER MOTIONS AND NOMINATIONS MAY BE SUBMITTED BY SHAREHOLDERS UNTIL-15.08.2017 (24 HOURS CEST). FURTHER INFORMATION ON COUNTER MOTIONS AND-NOMINATIONS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO-THE URL FOR SHAREHOLDER INFORMATION IN THE INVITATION). COUNTER MOTIONS AND-NOMINATIONS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. IF YOU WISH TO-ACT ON ANY COUNTER MOTION OR NOMINATION, YOU WILL NEED TO REQUEST A MEETING-ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING; VIA THE-ELECTRONIC INTERNET FORM PROVIDED AT WWW.STADA.COM/AGM2017 (PASSWORD-PROTECTED) OR VIA A PROXY HOLDER GIVING RESPECTIVE VOTING INSTRUCTIONS (IF-APPLICABLE).

 

Non-Voting

 

 

 

 

 

1

 

SUBMISSION OF THE ADOPTED ANNUAL FINANCIAL STATEMENTS OF STADA ARZNEIMITTEL-AG AND THE CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2016, THE-MANAGEMENT REPORT OF STADA ARZNEIMITTEL AG AND THE CONSOLIDATED MANAGEMENT-REPORT, THE EXPLANATORY REPORT OF THE EXECUTIVE BOARD REGARDING THE-STATEMENTS PURSUANT TO SECTION 289, PARA. 4 AND SECTION 315, PARA. 4 OF THE-GERMAN COMMERCIAL CODE (HANDELSGESETZBUCH - HGB) AS WELL AS THE REPORT OF THE-SUPERVISORY BOARD FOR FINANCIAL YEAR 2016

 

Non-Voting

 

 

 

 

 

2

 

RESOLUTION ON THE APPROPRIATION OF THE BALANCE SHEET PROFITS: DIVIDEND DISTRIBUTION OF EUR 0.72 PER SHARE

 

Management

 

 

 

 

 

3

 

RESOLUTION FORMALLY APPROVING THE ACTIVITIES OF THE MEMBERS OF THE EXECUTIVE BOARD FOR FINANCIAL YEAR 2016

 

Management

 

 

 

 

 

4

 

RESOLUTION FORMALLY APPROVING THE ACTIVITIES OF THE MEMBERS OF THE SUPERVISORY BOARD FOR FINANCIAL YEAR 2016

 

Management

 

 

 

 

 

5

 

RESOLUTION ON THE ELECTION OF THE AUDITOR AND GROUP AUDITOR FOR FINANCIAL YEAR 2017: THE SUPERVISORY BOARD PROPOSES THAT PRICEWATERHOUSECOOPERS GMBH WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, FRANKFURT AM MAIN, BE APPOINTED AS THE AUDITOR AND GROUP AUDITOR FOR FINANCIAL YEAR 2017

 

Management

 

 

 

 

 

6

 

RESOLUTION ON THE APPROVAL OF THE SYSTEM FOR THE REMUNERATION OF MEMBERS OF THE EXECUTIVE BOARD

 

Management

 

 

 

 

 

7

 

WITH REGARD TO ANY MOTIONS OR NOMINATIONS BY SHAREHOLDERS THAT ARE NOT TO BE MADE ACCESSIBLE BEFORE THE AGM AND THAT ARE MADE OR AMENDED IN THE COURSE OF THE AGM

 

Management

 

 

 

 

 

 



 

STADA ARZNEIMITTEL AG, BAD VILBEL

 

Security

D76226113

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

30-Aug-2017

ISIN

DE0007251803

Agenda

708433521 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT FOLLOWING THE AMENDMENT TO PARAGRAPH 21 OF THE GERMAN-SECURITIES TRADING ACT ON 9TH JULY 2015 AND THE OVER-RULING OF THE DISTRICT-COURT IN COLOGNE JUDGMENT FROM 6TH JUNE 2012 THE VOTING PROCESS HAS NOW-CHANGED WITH REGARD TO THE GERMAN REGISTERED SHARES. AS A RESULT, IT IS NOW-THE RESPONSIBILITY OF THE END-INVESTOR (I.E. FINAL BENEFICIARY) AND NOT THE-INTERMEDIARY TO DISCLOSE RESPECTIVE FINAL BENEFICIARY VOTING RIGHTS THEREFORE-THE CUSTODIAN BANK / AGENT IN THE MARKET WILL BE SENDING THE VOTING DIRECTLY-TO MARKET AND IT IS THE END INVESTORS RESPONSIBILITY TO ENSURE THE-REGISTRATION ELEMENT IS COMPLETE WITH THE ISSUER DIRECTLY, SHOULD THEY HOLD-MORE THAN 3 % OF THE TOTAL SHARE CAPITAL

 

Non-Voting

 

 

 

 

 

CMMT

 

THE VOTE/REGISTRATION DEADLINE AS DISPLAYED ON PROXYEDGE IS SUBJECT TO CHANGE-AND WILL BE UPDATED AS SOON AS BROADRIDGE RECEIVES CONFIRMATION FROM THE SUB-CUSTODIANS REGARDING THEIR INSTRUCTION DEADLINE. FOR ANY QUERIES PLEASE-CONTACT YOUR CLIENT SERVICES REPRESENTATIVE

 

Non-Voting

 

 

 

 

 

CMMT

 

ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN-CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE-NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS-USUAL. THANK YOU

 

Non-Voting

 

 

 

 

 

CMMT

 

COUNTER MOTIONS AND NOMINATIONS MAY BE SUBMITTED BY SHAREHOLDERS UNTIL-15.08.2017 (24 HOURS CEST). FURTHER INFORMATION ON COUNTER MOTIONS AND-NOMINATIONS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO-THE URL FOR SHAREHOLDER INFORMATION IN THE INVITATION). COUNTER MOTIONS AND-NOMINATIONS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. IF YOU WISH TO-ACT ON ANY COUNTER MOTION OR NOMINATION, YOU WILL NEED TO REQUEST A MEETING-ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING; VIA THE-ELECTRONIC INTERNET FORM PROVIDED AT WWW.STADA.COM/AGM2017 (PASSWORD-PROTECTED) OR VIA A PROXY HOLDER GIVING RESPECTIVE VOTING INSTRUCTIONS (IF-APPLICABLE).

 

Non-Voting

 

 

 

 

 

1

 

SUBMISSION OF THE ADOPTED ANNUAL FINANCIAL STATEMENTS OF STADA ARZNEIMITTEL-AG AND THE CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2016, THE-MANAGEMENT REPORT OF STADA ARZNEIMITTEL AG AND THE CONSOLIDATED MANAGEMENT-REPORT, THE EXPLANATORY REPORT OF THE EXECUTIVE BOARD REGARDING THE-STATEMENTS PURSUANT TO SECTION 289, PARA. 4 AND SECTION 315, PARA. 4 OF THE-GERMAN COMMERCIAL CODE (HANDELSGESETZBUCH - HGB) AS WELL AS THE REPORT OF THE-SUPERVISORY BOARD FOR FINANCIAL YEAR 2016

 

Non-Voting

 

 

 

 

 

2

 

RESOLUTION ON THE APPROPRIATION OF THE BALANCE SHEET PROFITS: DIVIDEND DISTRIBUTION OF EUR 0.72 PER SHARE

 

Management

 

For

 

For

 

3

 

RESOLUTION FORMALLY APPROVING THE ACTIVITIES OF THE MEMBERS OF THE EXECUTIVE BOARD FOR FINANCIAL YEAR 2016

 

Management

 

For

 

For

 

4

 

RESOLUTION FORMALLY APPROVING THE ACTIVITIES OF THE MEMBERS OF THE SUPERVISORY BOARD FOR FINANCIAL YEAR 2016

 

Management

 

For

 

For

 

5

 

RESOLUTION ON THE ELECTION OF THE AUDITOR AND GROUP AUDITOR FOR FINANCIAL YEAR 2017: THE SUPERVISORY BOARD PROPOSES THAT PRICEWATERHOUSECOOPERS GMBH WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, FRANKFURT AM MAIN, BE APPOINTED AS THE AUDITOR AND GROUP AUDITOR FOR FINANCIAL YEAR 2017

 

Management

 

For

 

For

 

6

 

RESOLUTION ON THE APPROVAL OF THE SYSTEM FOR THE REMUNERATION OF MEMBERS OF THE EXECUTIVE BOARD

 

Management

 

For

 

For

 

7

 

WITH REGARD TO ANY MOTIONS OR NOMINATIONS BY SHAREHOLDERS THAT ARE NOT TO BE MADE ACCESSIBLE BEFORE THE AGM AND THAT ARE MADE OR AMENDED IN THE COURSE OF THE AGM

 

Management

 

Abstain

 

For

 

 



 

STADA ARZNEIMITTEL AG, BAD VILBEL

 

Security

D76226113

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

30-Aug-2017

ISIN

DE0007251803

Agenda

708433521 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT FOLLOWING THE AMENDMENT TO PARAGRAPH 21 OF THE GERMAN-SECURITIES TRADING ACT ON 9TH JULY 2015 AND THE OVER-RULING OF THE DISTRICT-COURT IN COLOGNE JUDGMENT FROM 6TH JUNE 2012 THE VOTING PROCESS HAS NOW-CHANGED WITH REGARD TO THE GERMAN REGISTERED SHARES. AS A RESULT, IT IS NOW-THE RESPONSIBILITY OF THE END-INVESTOR (I.E. FINAL BENEFICIARY) AND NOT THE-INTERMEDIARY TO DISCLOSE RESPECTIVE FINAL BENEFICIARY VOTING RIGHTS THEREFORE-THE CUSTODIAN BANK / AGENT IN THE MARKET WILL BE SENDING THE VOTING DIRECTLY-TO MARKET AND IT IS THE END INVESTORS RESPONSIBILITY TO ENSURE THE-REGISTRATION ELEMENT IS COMPLETE WITH THE ISSUER DIRECTLY, SHOULD THEY HOLD-MORE THAN 3 % OF THE TOTAL SHARE CAPITAL

 

Non-Voting

 

 

 

 

 

CMMT

 

THE VOTE/REGISTRATION DEADLINE AS DISPLAYED ON PROXYEDGE IS SUBJECT TO CHANGE-AND WILL BE UPDATED AS SOON AS BROADRIDGE RECEIVES CONFIRMATION FROM THE SUB-CUSTODIANS REGARDING THEIR INSTRUCTION DEADLINE. FOR ANY QUERIES PLEASE-CONTACT YOUR CLIENT SERVICES REPRESENTATIVE

 

Non-Voting

 

 

 

 

 

CMMT

 

ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN-CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE-NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS-USUAL. THANK YOU

 

Non-Voting

 

 

 

 

 

CMMT

 

COUNTER MOTIONS AND NOMINATIONS MAY BE SUBMITTED BY SHAREHOLDERS UNTIL-15.08.2017 (24 HOURS CEST). FURTHER INFORMATION ON COUNTER MOTIONS AND-NOMINATIONS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO-THE URL FOR SHAREHOLDER INFORMATION IN THE INVITATION). COUNTER MOTIONS AND-NOMINATIONS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. IF YOU WISH TO-ACT ON ANY COUNTER MOTION OR NOMINATION, YOU WILL NEED TO REQUEST A MEETING-ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING; VIA THE-ELECTRONIC INTERNET FORM PROVIDED AT WWW.STADA.COM/AGM2017 (PASSWORD-PROTECTED) OR VIA A PROXY HOLDER GIVING RESPECTIVE VOTING INSTRUCTIONS (IF-APPLICABLE).

 

Non-Voting

 

 

 

 

 

1

 

SUBMISSION OF THE ADOPTED ANNUAL FINANCIAL STATEMENTS OF STADA ARZNEIMITTEL-AG AND THE CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2016, THE-MANAGEMENT REPORT OF STADA ARZNEIMITTEL AG AND THE CONSOLIDATED MANAGEMENT-REPORT, THE EXPLANATORY REPORT OF THE EXECUTIVE BOARD REGARDING THE-STATEMENTS PURSUANT TO SECTION 289, PARA. 4 AND SECTION 315, PARA. 4 OF THE-GERMAN COMMERCIAL CODE (HANDELSGESETZBUCH - HGB) AS WELL AS THE REPORT OF THE-SUPERVISORY BOARD FOR FINANCIAL YEAR 2016

 

Non-Voting

 

 

 

 

 

2

 

RESOLUTION ON THE APPROPRIATION OF THE BALANCE SHEET PROFITS: DIVIDEND DISTRIBUTION OF EUR 0.72 PER SHARE

 

Management

 

 

 

 

 

3

 

RESOLUTION FORMALLY APPROVING THE ACTIVITIES OF THE MEMBERS OF THE EXECUTIVE BOARD FOR FINANCIAL YEAR 2016

 

Management

 

 

 

 

 

4

 

RESOLUTION FORMALLY APPROVING THE ACTIVITIES OF THE MEMBERS OF THE SUPERVISORY BOARD FOR FINANCIAL YEAR 2016

 

Management

 

 

 

 

 

5

 

RESOLUTION ON THE ELECTION OF THE AUDITOR AND GROUP AUDITOR FOR FINANCIAL YEAR 2017: THE SUPERVISORY BOARD PROPOSES THAT PRICEWATERHOUSECOOPERS GMBH WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, FRANKFURT AM MAIN, BE APPOINTED AS THE AUDITOR AND GROUP AUDITOR FOR FINANCIAL YEAR 2017

 

Management

 

 

 

 

 

6

 

RESOLUTION ON THE APPROVAL OF THE SYSTEM FOR THE REMUNERATION OF MEMBERS OF THE EXECUTIVE BOARD

 

Management

 

 

 

 

 

7

 

WITH REGARD TO ANY MOTIONS OR NOMINATIONS BY SHAREHOLDERS THAT ARE NOT TO BE MADE ACCESSIBLE BEFORE THE AGM AND THAT ARE MADE OR AMENDED IN THE COURSE OF THE AGM

 

Management

 

 

 

 

 

 



 

STAPLES, INC.

 

Security

855030102

Meeting Type

Special

Ticker Symbol

SPLS

Meeting Date

06-Sep-2017

ISIN

US8550301027

Agenda

934666340 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 28, 2017, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG STAPLES, INC., ARCH PARENT INC., AND ARCH MERGER SUB INC.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON A NONBINDING ADVISORY BASIS, THE “GOLDEN PARACHUTE” COMPENSATION THAT MAY BE PAYABLE TO STAPLES, INC.’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

 

SANDVINE CORPORATION

 

Security

800213100

Meeting Type

Special

Ticker Symbol

SNVNF

Meeting Date

07-Sep-2017

ISIN

CA8002131008

Agenda

934669221 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

TO PASS, WITH OR WITHOUT VARIATION, THE SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET OUT IN APPENDIX “A” TO THE MANAGEMENT INFORMATION CIRCULAR OF THE CORPORATION DATED AUGUST 8, 2017 (THE “CIRCULAR”), TO APPROVE A STATUTORY PLAN OF ARRANGEMENT PURSUANT TO SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO) WHEREBY, AMONG OTHER THINGS, PNI CANADA ACQUIRECO CORP. WILL ACQUIRE ALL THE COMMON SHARES OF THE CORPORATION FOR CASH CONSIDERATION OF C$4.40 PER SHARE, AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR.

 

Management

 

For

 

For

 

 

WEST MARINE, INC.

 

Security

954235107

Meeting Type

Special

Ticker Symbol

WMAR

Meeting Date

12-Sep-2017

ISIN

US9542351070

Agenda

934669637 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

ADOPTION OF THE MERGER AGREEMENT. A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 29, 2017 (THE “MERGER AGREEMENT”), ENTERED INTO BY AND AMONG WEST MARINE, INC., A DELAWARE CORPORATION (THE “COMPANY”), RISING TIDE PARENT INC., A DELAWARE CORPORATION (“PARENT”), AND RISING TIDE ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

ADVISORY VOTE REGARDING MERGER-RELATED COMPENSATION. A PROPOSAL 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.

 

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

 

Management

 

For

 

For

 

 



 

NEURODERM LTD

 

Security

M74231107

Meeting Type

Special

Ticker Symbol

NDRM

Meeting Date

12-Sep-2017

ISIN

IL0011334955

Agenda

934672331 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPROVAL OF THE ACQUISITION OF THE COMPANY BY MTPC, INCLUDING THE APPROVAL OF: (I) THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 24, 2017, BY AND AMONG THE COMPANY, MTPC, AND MERGER SUB (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”); (II) THE MERGER OF MERGER SUB WITH AND INTO THE COMPANY (THE “MERGER”) ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE MERGER AGREEMENT AND IN ACCORDANCE WITH SECTIONS 314-327 OF THE ISRAELI COMPANIES LAW, ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

1A.

 

THE UNDERSIGNED CONFIRMS THAT HE, SHE OR IT IS NOT MTPC, MERGER SUB, ANY PERSON HOLDING AT LEAST 25% OF THE MEANS OF CONTROL OF EITHER OF THEM, ANYONE ACTING ON THEIR BEHALF, OR ANY FAMILY MEMBER OF, OR ENTITY CONTROLLED BY, ANY OF THE FOREGOING, INCLUDING THEIR AFFILIATES. IF YOU DO NOT VOTE ON THIS ITEM OR VOTE AGAINST THIS ITEM, YOUR VOTE WILL NOT BE COUNTED FOR PROPOSAL 1. FOR = I CERTIFY THAT I HAVE NO PERSONAL INTEREST FOR THIS PROPOSAL. AGAINST = I CERTIFY THAT I DO HAVE A PERSONAL INTEREST FOR THIS PROPOSAL.

 

Management

 

For

 

 

 

 

VTTI ENERGY PARTNERS LP

 

Security

Y9384M101

Meeting Type

Special

Ticker Symbol

VTTI

Meeting Date

13-Sep-2017

ISIN

MHY9384M1012

Agenda

934661237 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

THE MERGER PROPOSAL - TO CONSIDER AND VOTE ON A PROPOSAL TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED MAY 8, 2017 (THE “MERGER AGREEMENT”), BY AND AMONG VTTI ENERGY PARTNERS LP (“MLP”), VTTI ENERGY PARTNERS GP LLC, THE GENERAL PARTNER OF MLP, VTTI B.V. (“PARENT”), VTTI MLP PARTNERS B.V., A DIRECT WHOLLY OWNED SUBSIDIARY OF PARENT (“MLP PARTNERS”), AND VTTI MERGER SUB LLC, A DIRECT WHOLLY OWNED SUBSIDIARY OF MLP PARTNERS (“MERGER SUB”), AS SUCH AGREEMENT MAY BE AMENDED ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

THE ADJOURNMENT PROPOSAL - TO CONSIDER AND VOTE ON A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT AND APPROVE THE MERGER AGREEMENT AND APPROVE THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE MERGER, AT THE TIME OF THE SPECIAL MEETING.

 

Management

 

For

 

For

 

 



 

BANKRATE, INC.

 

Security

06647F102

Meeting Type

Special

Ticker Symbol

RATE

Meeting Date

13-Sep-2017

ISIN

US06647F1021

Agenda

934670161 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 2, 2017 (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”), BY AND AMONG BANKRATE, INC., A DELAWARE CORPORATION (THE “COMPANY”), RED VENTURES HOLDCO, LP, A NORTH CAROLINA LIMITED PARTNERSHIP (“RED VENTURES”), AND BATON MERGER CORP., A DELAWARE CORPORATION AND AN INDIRECT WHOLLY OWNED SUBSIDIARY OF RED VENTURES (“MERGER SUB”), PURSUANT TO WHICH MERGER SUB WILL BE MERGED WITH AND INTO THE COMPANY (THE “MERGER”)

 

Management

 

For

 

For

 

2.

 

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.

 

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

 

 

MONOGRAM RESIDENTIAL TRUST, INC.

 

Security

60979P105

Meeting Type

Special

Ticker Symbol

MORE

Meeting Date

14-Sep-2017

ISIN

US60979P1057

Agenda

934668661 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE MERGER OF MONOGRAM RESIDENTIAL TRUST, INC. WITH AND INTO GS MONARCH ACQUISITION, LLC AND THE OTHER TRANSACTIONS CONTEMPLATED BY THAT CERTAIN AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 4, 2017 (AS MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”), BY AND AMONG MONOGRAM RESIDENTIAL TRUST, INC., GS MONARCH PARENT, LLC, AND GS MONARCH ACQUISITION, LLC.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, SPECIFIED COMPENSATION THAT MAY BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF MONOGRAM RESIDENTIAL TRUST, INC. IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

CLUBCORP HOLDINGS, INC.

 

Security

18948M108

Meeting Type

Special

Ticker Symbol

MYCC

Meeting Date

15-Sep-2017

ISIN

US18948M1080

Agenda

934667291 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 9, 2017, AS IT MAY BE AMENDED OR MODIFIED FROM TIME TO TIME, AMONG CLUBCORP HOLDINGS, INC., CONSTELLATION CLUB PARENT, INC., AND CONSTELLATION MERGER SUB INC. (THE “MERGER AGREEMENT”).

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, COMPENSATION THAT WILL BE PAID OR MAY BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF CLUBCORP HOLDINGS, INC. IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

3.

 

TO APPROVE A PROPOSAL THAT WILL GIVE CLUBCORP HOLDINGS, INC. THE AUTHORITY TO ADJOURN THE SPECIAL MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE MERGER AGREEMENT IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE SUCH PROPOSAL.

 

Management

 

For

 

For

 

 

PAREXEL INTERNATIONAL CORPORATION

 

Security

699462107

Meeting Type

Special

Ticker Symbol

PRXL

Meeting Date

15-Sep-2017

ISIN

US6994621075

Agenda

934669562 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 19, 2017, BY AND AMONG WEST STREET PARENT, LLC, WEST STREET MERGER SUB, INC. AND PAREXEL INTERNATIONAL CORPORATION, AS IT MAY BE AMENDED FROM TIME TO TIME (THE “MERGER AGREEMENT”).

 

Management

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SHAREHOLDER MEETING, IF NECESSARY AND TO THE EXTENT PERMITTED BY THE MERGER AGREEMENT, TO SOLICIT ADDITIONAL PROXIES IF PAREXEL INTERNATIONAL CORPORATION HAS NOT OBTAINED SUFFICIENT AFFIRMATIVE SHAREHOLDER VOTES TO ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

CLUBCORP HOLDINGS, INC.

 

Security

18948M108

Meeting Type

Special

Ticker Symbol

MYCC

Meeting Date

15-Sep-2017

ISIN

US18948M1080

Agenda

934671670 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 9, 2017, AS IT MAY BE AMENDED OR MODIFIED FROM TIME TO TIME, AMONG CLUBCORP HOLDINGS, INC., CONSTELLATION CLUB PARENT, INC., AND CONSTELLATION MERGER SUB INC. (THE “MERGER AGREEMENT”).

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, COMPENSATION THAT WILL BE PAID OR MAY BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF CLUBCORP HOLDINGS, INC. IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

3.

 

TO APPROVE A PROPOSAL THAT WILL GIVE CLUBCORP HOLDINGS, INC. THE AUTHORITY TO ADJOURN THE SPECIAL MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE MERGER AGREEMENT IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE SUCH PROPOSAL.

 

Management

 

For

 

For

 

 

JIMMY CHOO PLC

 

Security

G51373101

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

18-Sep-2017

ISIN

GB00BQPW6Y82

Agenda

708457836 - 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 (THE “SCHEME OF ARRANGEMENT”) PROPOSED TO BE MADE PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 (THE “ACT”) BETWEEN JIMMY CHOO PLC (“JIMMY CHOO” OR THE “COMPANY”), AND THE HOLDERS OF THE SCHEME SHARES (AS DEFINED IN THE SCHEME OF ARRANGEMENT)

 

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

 

 

 

 

 

 

JIMMY CHOO PLC

 

Security

G51373101

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

18-Sep-2017

ISIN

GB00BQPW6Y82

Agenda

708457848 - 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 JIMMY CHOO’S ARTICLES: NEW ARTICLE 222

 

Management

 

For

 

For

 

 



 

PARKWAY, INC.

 

Security

70156Q107

Meeting Type

Special

Ticker Symbol

PKY

Meeting Date

25-Sep-2017

ISIN

US70156Q1076

Agenda

934670123 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

MERGER PROPOSAL. TO APPROVE THE MERGER OF REAL ESTATE HOUSTON US LLC, AN AFFILIATE OF THE CANADA PENSION PLAN INVESTMENT BOARD, WITH AND INTO PARKWAY, INC., WITH PARKWAY, INC. AS THE SURVIVING ENTITY AND A SUBSIDIARY OF THE CANADA PENSION PLAN INVESTMENT BOARD (THE “COMPANY MERGER”), PURSUANT TO THE ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

ADJOURNMENT PROPOSAL. 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 COMPANY MERGER AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

FIRST POTOMAC REALTY TRUST

 

Security

33610F109

Meeting Type

Special

Ticker Symbol

FPO

Meeting Date

26-Sep-2017

ISIN

US33610F1093

Agenda

934672355 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE MERGER OF FIRST POTOMAC REALTY TRUST WITH GOV NEW OPPTY REIT, A WHOLLY-OWNED SUBSIDIARY OF GOVERNMENT PROPERTIES INCOME TRUST (THE “REIT MERGER”), PURSUANT TO THE DEFINITIVE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 27, 2017, AMONG FIRST POTOMAC REALTY TRUST,... (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 BECOME PAYABLE TO FIRST POTOMAC REALTY TRUST’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE REIT 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 REIT MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

FIDELITY & GUARANTY LIFE

 

Security

315785105

Meeting Type

Annual

Ticker Symbol

FGL

Meeting Date

29-Sep-2017

ISIN

US3157851052

Agenda

934669031 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

WILLIAM J. BAWDEN

 

 

 

For

 

For

 

 

 

2

L. JOHN H. TWEEDIE

 

 

 

For

 

For

 

2.

 

TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING SEPTEMBER 30, 2017.

 

Management

 

For

 

For

 

 

PROGRAMMED MAINTENANCE SERVICES LIMITED

 

Security

Q7762R105

Meeting Type

Scheme Meeting

Ticker Symbol

 

Meeting Date

06-Oct-2017

ISIN

AU000000PRG2

Agenda

708497107 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

“THAT, PURSUANT TO AND IN ACCORDANCE WITH SECTION 411 OF THE CORPORATIONS ACT 2001 (CTH): (A) THE SCHEME, THE TERMS OF WHICH ARE CONTAINED IN AND MORE PARTICULARLY DESCRIBED IN THE SCHEME BOOKLET (OF WHICH THIS NOTICE OF SCHEME MEETING FORMS PART) IS AGREED TO (WITH OR WITHOUT MODIFICATION AS APPROVED BY THE COURT); AND (B) THE DIRECTORS OF PROGRAMMED ARE AUTHORISED, SUBJECT TO THE TERMS OF THE SCHEME IMPLEMENTATION DEED: (I) TO AGREE TO SUCH ALTERATIONS OR CONDITIONS AS ARE THOUGHT FIT BY THE COURT; AND (II) SUBJECT TO APPROVAL OF THE SCHEME BY THE COURT, TO IMPLEMENT THE SCHEME WITH ANY SUCH ALTERATIONS OR CONDITIONS.”

 

Management

 

For

 

For

 

CMMT

 

VOTING EXCLUSION APPLIES TO THIS MEETING FOR PROPOSAL 1 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

 

 

 

 

 

 



 

SKY PLC

 

Security

G8212B105

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

12-Oct-2017

ISIN

GB0001411924

Agenda

708543322 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO RECEIVE THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017, TOGETHER WITH THE REPORT OF THE DIRECTORS AND AUDITORS

 

Management

 

For

 

For

 

2

 

TO APPROVE THE DIRECTORS’ REMUNERATION POLICY CONTAINED IN THE DIRECTORS’ REMUNERATION REPORT

 

Management

 

For

 

For

 

3

 

TO APPROVE THE DIRECTORS’ REMUNERATION REPORT (EXCLUDING THE DIRECTORS’ REMUNERATION POLICY)

 

Management

 

For

 

For

 

4

 

TO REAPPOINT JEREMY DARROCH AS A DIRECTOR

 

Management

 

For

 

For

 

5

 

TO REAPPOINT ANDREW GRIFFITH AS A DIRECTOR

 

Management

 

For

 

For

 

6

 

TO REAPPOINT TRACY CLARKE AS A DIRECTOR

 

Management

 

For

 

For

 

7

 

TO REAPPOINT MARTIN GILBERT AS A DIRECTOR

 

Management

 

For

 

For

 

8

 

TO REAPPOINT ADINE GRATE AS A DIRECTOR

 

Management

 

For

 

For

 

9

 

TO REAPPOINT MATTHIEU PIGASSE AS A DIRECTOR

 

Management

 

For

 

For

 

10

 

TO REAPPOINT ANDY SUKAWATY AS A DIRECTOR

 

Management

 

For

 

For

 

11

 

TO APPOINT KATRIN WEHR-SEITER AS A DIRECTOR

 

Management

 

For

 

For

 

12

 

TO REAPPOINT JAMES MURDOCH AS A DIRECTOR

 

Management

 

For

 

For

 

13

 

TO REAPPOINT CHASE CAREY AS A DIRECTOR

 

Management

 

For

 

For

 

14

 

TO REAPPOINT JOHN NALLEN AS A DIRECTOR

 

Management

 

For

 

For

 

15

 

TO REAPPOINT DELOITTE LLP AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE AUDIT COMMITTEE OF THE BOARD TO AGREE THEIR REMUNERATION

 

Management

 

For

 

For

 

16

 

TO AUTHORISE THE COMPANY AND ITS SUBSIDIARIES TO MAKE POLITICAL DONATIONS AND INCUR POLITICAL EXPENDITURE

 

Management

 

For

 

For

 

17

 

TO AUTHORISE THE DIRECTORS TO ALLOT SHARES UNDER SECTION 551 OF THE COMPANIES ACT 2006

 

Management

 

For

 

For

 

18

 

TO AUTHORISE THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS

 

Management

 

For

 

For

 

19

 

TO AUTHORISE THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS FOR THE PURPOSES OF ACQUISITIONS OR CAPITAL INVESTMENTS

 

Management

 

For

 

For

 

20

 

TO ALLOW THE COMPANY TO HOLD GENERAL MEETINGS (OTHER THAN ANNUAL GENERAL MEETINGS) ON 14 DAYS’ NOTICE

 

Management

 

For

 

For

 

 

SOUTHWEST BANCORP, INC.

 

Security

844767103

Meeting Type

Special

Ticker Symbol

OKSB

Meeting Date

17-Oct-2017

ISIN

US8447671038

Agenda

934680047 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 14, 2016, AS AMENDED ON JULY 19, 2017, BY AND BETWEEN SIMMONS FIRST NATIONAL CORPORATION AND OKSB PURSUANT TO WHICH OKSB WILL MERGE WITH AND INTO SIMMONS (THE “OKSB MERGER PROPOSAL”).

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON A NON-BINDING ADVISORY BASIS, COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO OKSB’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE COMPLETION OF THE OKSB MERGER BY APPROVING THE FOLLOWING RESOLUTION: RESOLVED, THAT THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO OKSB’S NAMED ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

3.

 

TO ADJOURN THE OKSB SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE OKSB MERGER PROPOSAL.

 

Management

 

For

 

For

 

 



 

TRIBUNE MEDIA COMPANY

 

Security

896047503

Meeting Type

Special

Ticker Symbol

TRCO

Meeting Date

19-Oct-2017

ISIN

US8960475031

Agenda

934678244 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPROVAL OF THE MERGER AGREEMENT: TO CONSIDER AND VOTE ON A PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 8, 2017 (THE “MERGER AGREEMENT”), BY AND AMONG TRIBUNE MEDIA COMPANY (“TRIBUNE”) AND SINCLAIR BROADCAST GROUP, INC., AND FOLLOWING THE EXECUTION AND DELIVERY OF A ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

ADVISORY VOTE REGARDING MERGER RELATED NAMED EXECUTIVE OFFICER COMPENSATION: TO CONSIDER AND VOTE ON A NON-BINDING, ADVISORY PROPOSAL TO APPROVE THE COMPENSATION THAT MAY BECOME PAYABLE TO TRIBUNE’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

3.

 

APPROVAL OF SPECIAL MEETING: TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN THE TRIBUNE 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

 

 

STATE NATIONAL COMPANIES, INC.

 

Security

85711T305

Meeting Type

Special

Ticker Symbol

SNC

Meeting Date

24-Oct-2017

ISIN

US85711T3059

Agenda

934678650 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 26, 2017, BY AND AMONG MARKEL CORPORATION, MARKELVERICK CORPORATION AND STATE NATIONAL COMPANIES, INC., AS IT MAY BE AMENDED FROM TIME TO TIME.

 

Management

 

For

 

For

 

2

 

TO APPROVE, ON A NONBINDING ADVISORY BASIS, CERTAIN 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 AN ADJOURNMENT OF THE SPECIAL MEETING, IF NEEDED OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES, IN THE EVENT THAT THERE ARE INSUFFICIENT VOTES TO APPROVE THE MERGER PROPOSAL AT THE SPECIAL MEETING.

 

Management

 

For

 

For

 

 



 

BANK MUTUAL CORPORATION

 

Security

063750103

Meeting Type

Special

Ticker Symbol

BKMU

Meeting Date

24-Oct-2017

ISIN

US0637501034

Agenda

934680566 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 20, 2017, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND BETWEEN ASSOCIATED BANC-CORP. AND BANK MUTUAL CORPORATION

 

Management

 

For

 

For

 

2.

 

ADVISORY (NON-BINDING) VOTE TO APPROVE CERTAIN COMPENSATION ARRANGEMENTS FOR BANK MUTUAL’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER

 

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 AGREEMENT AND PLAN OF MERGER

 

Management

 

For

 

For

 

 

WESTAR ENERGY, INC.

 

Security

95709T100

Meeting Type

Annual

Ticker Symbol

WR

Meeting Date

25-Oct-2017

ISIN

US95709T1007

Agenda

934679082 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

MOLLIE H. CARTER

 

 

 

For

 

For

 

 

 

2

SANDRA A.J. LAWRENCE

 

 

 

For

 

For

 

 

 

3

MARK A. RUELLE

 

 

 

For

 

For

 

2.

 

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

1 Year

 

For

 

4.

 

RATIFICATION AND CONFIRMATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017.

 

Management

 

For

 

For

 

 



 

PARK STERLING CORP

 

Security

70086Y105

Meeting Type

Special

Ticker Symbol

PSTB

Meeting Date

25-Oct-2017

ISIN

US70086Y1055

Agenda

934679676 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 26, 2017, BY AND BETWEEN THE COMPANY AND SOUTH STATE CORPORATION.

 

Management

 

For

 

For

 

2.

 

TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE MERGER PROPOSAL.

 

Management

 

For

 

For

 

3.

 

TO ADOPT AN ADVISORY (NONBINDING) RESOLUTION APPROVING THE COMPENSATION THAT CERTAIN EXECUTIVE OFFICERS OF THE COMPANY MAY RECEIVE IN CONNECTION WITH THE MERGER PURSUANT TO EXISTING AGREEMENTS OR ARRANGEMENTS WITH THE COMPANY.

 

Management

 

For

 

For

 

 

NXSTAGE MEDICAL, INC.

 

Security

67072V103

Meeting Type

Special

Ticker Symbol

NXTM

Meeting Date

27-Oct-2017

ISIN

US67072V1035

Agenda

934683194 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AUGUST 7, 2017, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG NXSTAGE, FRESENIUS MEDICAL CARE HOLDINGS, INC. AND BROADWAY RENAL SERVICES, INC. PURSUANT TO WHICH BROADWAY RENAL SERVICES, INC. WOULD MERGE WITH AND INTO NXSTAGE.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO NXSTAGE’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.

 

Management

 

For

 

For

 

3.

 

TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES, IN THE EVENT THAT THERE ARE INSUFFICIENT VOTES TO APPROVE PROPOSAL 1 AT THE SPECIAL MEETING.

 

Management

 

For

 

For

 

 



 

WESTERN REFINING LOGISTICS, LP

 

Security

95931Q205

Meeting Type

Consent

Ticker Symbol

WNRL

Meeting Date

27-Oct-2017

ISIN

US95931Q2057

Agenda

934686378 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPROVAL OF THE MERGER OF WNRL MERGER SUB LLC, A DELAWARE LIMITED LIABILITY COMPANY AND A WHOLLY-OWNED SUBSIDIARY OF ALLP, WITH AND INTO WNRL, WITH WNRL CONTINUING AS THE SURVIVING ENTITY (THE “MERGER”), AND ADOPTION AND APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 13, 2017, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG ALLP, TESORO LOGISTICS GP, LLC, WNRL, WESTERN REFINING LOGISTICS GP, LLC, WNRL MERGER SUB LLC AND WNRL GP MERGER SUB LLC, AND THE TRANSACTIONS CONTEMPLATED THEREBY.

 

Management

 

Abstain

 

Against

 

2.

 

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

 

Management

 

Abstain

 

Against

 

 

PHARMERICA CORPORATION

 

Security

71714F104

Meeting Type

Special

Ticker Symbol

PMC

Meeting Date

09-Nov-2017

ISIN

US71714F1049

Agenda

934687229 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER (AS IT MAY BE AMENDED FROM TIME TO TIME) DATED AS OF AUGUST 1, 2017, BY AND AMONG PHARMERICA CORPORATION, PHOENIX PARENT HOLDINGS INC. AND PHOENIX MERGER SUB INC.

 

Management

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING FROM TIME TO TIME, 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 AGREEMENT AND PLAN OF MERGER.

 

Management

 

For

 

For

 

 



 

STARWOOD WAYPOINT HOMES

 

Security

85572F105

Meeting Type

Special

Ticker Symbol

SFR

Meeting Date

14-Nov-2017

ISIN

US85572F1057

Agenda

934691418 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

A PROPOSAL TO APPROVE THE MERGER OF STARWOOD WAYPOINT HOMES (“SFR”) WITH AND INTO IH MERGER SUB, LLC (“MERGER SUB”) WITH MERGER SUB CONTINUING AS THE SURVIVING ENTITY PURSUANT TO THAT CERTAIN AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 9, 2017 (THE “MERGER AGREEMENT”), BY AND AMONG SFR, ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

A NON-BINDING ADVISORY PROPOSAL TO APPROVE COMPENSATION ARRANGEMENTS FOR CERTAIN SFR EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT (THE “COMPENSATION PROPOSAL”)

 

Management

 

For

 

For

 

3.

 

A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SFR SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, FOR THE PURPOSE OF SOLICITING ADDITIONAL VOTES FOR THE APPROVAL OF THE REIT MERGER PROPOSAL (THE “ADJOURNMENT PROPOSAL”).

 

Management

 

For

 

For

 

 

THE ADVISORY BOARD COMPANY

 

Security

00762W107

Meeting Type

Special

Ticker Symbol

ABCO

Meeting Date

15-Nov-2017

ISIN

US00762W1071

Agenda

934689792 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

ADOPTION OF THE MERGER AGREEMENT. THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 28, 2017 (AS IT MAY BE AMENDED FROM TIME TO TIME), WHICH WE REFER TO AS THE MERGER AGREEMENT, BY AND AMONG ABCO, OPTUMINSIGHT, INC., A DELAWARE CORPORATION, AND APOLLO MERGER SUB, INC., A DELAWARE CORPORATION.

 

Management

 

For

 

For

 

2.

 

ADJOURNMENT OF THE SPECIAL MEETING. THE 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 IN FAVOR OF APPROVING THE MERGER PROPOSAL AT THE TIME OF THE SPECIAL MEETING.

 

Management

 

For

 

For

 

3.

 

ADVISORY VOTE REGARDING MERGER-RELATED NAMED EXECUTIVE OFFICER COMPENSATION. THE PROPOSAL TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY ABCO TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

POLARIS MATERIALS CORPORATION

 

Security

731074100

Meeting Type

Special

Ticker Symbol

POLMF

Meeting Date

15-Nov-2017

ISIN

CA7310741003

Agenda

934690391 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

To consider and, if thought advisable, to pass, with or without variation, a special resolution to approve a plan of arrangement pursuant to Section 288 of the Business Corporations Act (British Columbia) whereby 1134771 B.C. Ltd., an affiliate of U.S. Concrete, Inc., will acquire all of the issued and outstanding common shares of Polaris Materials Corporation it does not hold, the full text of which is set forth in Appendix A to the management information circular dated October 10, 2017.

 

Management

 

For

 

For

 

 

SCRIPPS NETWORKS INTERACTIVE, INC.

 

Security

811065101

Meeting Type

Special

Ticker Symbol

SNI

Meeting Date

17-Nov-2017

ISIN

US8110651010

Agenda

934693412 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 30, 2017, AS MAY BE AMENDED, AMONG SCRIPPS NETWORKS INTERACTIVE, INC., AN OHIO CORPORATION (“SCRIPPS”), DISCOVERY COMMUNICATIONS, INC., A DELAWARE CORPORATION (“DISCOVERY”) AND SKYLIGHT MERGER SUB, INC., AN OHIO CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF DISCOVERY (“MERGER SUB”), PURSUANT TO WHICH MERGER SUB WILL BE MERGED WITH AND INTO SCRIPPS, WITH SCRIPPS SURVIVING AS A WHOLLY OWNED SUBSIDIARY OF DISCOVERY (THE “MERGER”).

 

Management

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

APPROVE THE ADJOURNMENT OF THE SCRIPPS SPECIAL MEETING IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE ITEM 1 AT THE TIME OF THE SCRIPPS SPECIAL MEETING OR IF A QUORUM IS NOT PRESENT AT THE SCRIPPS SPECIAL MEETING.

 

Management

 

For

 

For

 

 



 

WESTAR ENERGY, INC.

 

Security

95709T100

Meeting Type

Special

Ticker Symbol

WR

Meeting Date

21-Nov-2017

ISIN

US95709T1007

Agenda

934690858 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED JULY 9, 2017, BY AND AMONG WESTAR ENERGY, INC., GREAT PLAINS ENERGY INCORPORATED AND CERTAIN OTHER PARTIES THERETO.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE MERGER-RELATED COMPENSATION ARRANGEMENTS FOR NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

3.

 

TO APPROVE ANY MOTION TO ADJOURN THE SPECIAL MEETING, IF NECESSARY.

 

Management

 

For

 

For

 

 

ORBITAL ATK, INC.

 

Security

68557N103

Meeting Type

Special

Ticker Symbol

OA

Meeting Date

29-Nov-2017

ISIN

US68557N1037

Agenda

934695048 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 17, 2017, BY AND AMONG NORTHROP GRUMMAN CORPORATION, NEPTUNE MERGER, INC. AND ORBITAL ATK, INC., AS IT MAY BE AMENDED FROM TIME TO TIME.

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT WILL OR MAY BE PAID TO ORBITAL ATK’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

 



 

THE JEAN COUTU GROUP (PJC) INC.

 

Security

47215Q104

Meeting Type

Special

Ticker Symbol

JCOUF

Meeting Date

29-Nov-2017

ISIN

CA47215Q1046

Agenda

934696355 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

To consider, and if deemed advisable to pass, the special resolution of shareholders of The Jean Coutu Group (PJC) Inc., the full text of which is set out in Appendix A of the Management Information Circular dated October 26,2017 (the “Information Circular”), to approve an amalgamation under Chapter XI of the Business Corporations Act (Québec) involving The Jean Coutu Group (PJC) Inc., an entity to be incorporated which will be direct wholly-owned subsidiary of Metro Inc. and any Qualifying Holdco (as defined in the Information Circular).

 

Management

 

For

 

For

 

 

GLOBAL LOGISTIC PROPERTIES LTD, SINGAPORE

 

Security

Y27187106

Meeting Type

Scheme Meeting

Ticker Symbol

 

Meeting Date

30-Nov-2017

ISIN

SG2C26962630

Agenda

708668833 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

FOR THE PURPOSE OF CONSIDERING AND, IF THOUGHT FIT, APPROVING (WITH OR WITHOUT MODIFICATION) THE RESOLUTION RELATING TO THE SCHEME OF ARRANGEMENT REFERRED TO IN THE NOTICE OF SCHEME MEETING DATED 27 OCTOBER 2017 (THE “SCHEME RESOLUTION”), AND AT SUCH SCHEME MEETING (OR AT ANY ADJOURNMENT THEREOF)

 

Management

 

For

 

For

 

CMMT

 

PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING

 

Non-Voting

 

 

 

 

 

CMMT

 

03 NOV 2017: PLEASE TAKE NOTE THAT ONLY CAN APPOINT CHAIRMAN TO VOTE ON-BEHALF, NO ATTENDEE IS ALLOWED FOR THIS COURT MEETING. THANK YOU

 

Non-Voting

 

 

 

 

 

CMMT

 

03 NOV 2017: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL-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

 

 

 

 

 

 



 

TESCO CORPORATION

 

Security

88157K101

Meeting Type

Special

Ticker Symbol

TESO

Meeting Date

01-Dec-2017

ISIN

CA88157K1012

Agenda

934696913 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

ARRANGEMENT RESOLUTION: TO PASS A SPECIAL RESOLUTION (THE “ARRANGEMENT RESOLUTION”), APPROVING AN ARRANGEMENT (THE “ARRANGEMENT”) PURSUANT TO SECTION 193 OF THE BUSINESS CORPORATIONS ACT (ALBERTA).

 

Management

 

For

 

For

 

2.

 

ADVISORY PROPOSAL REGARDING GOLDEN PARACHUTE COMPENSATION: TO APPROVE, SOLELY ON AN ADVISORY (NON-BINDING) BASIS, THE AGREEMENTS OR UNDERSTANDINGS BETWEEN TESCO’S NAMED EXECUTIVE OFFICERS AND TESCO AND THE RELATED COMPENSATION THAT WILL OR MAY BE PAID TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE ARRANGEMENT.

 

Management

 

For

 

For

 

 

MAINSOURCE FINANCIAL GROUP, INC.

 

Security

56062Y102

Meeting Type

Special

Ticker Symbol

MSFG

Meeting Date

04-Dec-2017

ISIN

US56062Y1029

Agenda

934694490 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 25, 2017, BY AND BETWEEN MAINSOURCE FINANCIAL GROUP, INC. (“MAINSOURCE”) AND FIRST FINANCIAL BANCORP. (“FIRST FINANCIAL”), AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH MAINSOURCE WILL MERGE WITH AND INTO FIRST FINANCIAL, WITH FIRST FINANCIAL AS THE SURVIVING CORPORATION (THE “MERGER”).

 

Management

 

For

 

For

 

2.

 

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

 

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 BY MAINSOURCE IN FAVOR OF THE MERGER.

 

Management

 

For

 

For

 

 



 

ALDERMORE GROUP PLC

 

Security

G0222H107

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

08-Dec-2017

ISIN

GB00BQQMCJ47

Agenda

708748871 - 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 DATED THE 13TH OF NOV -17

 

Management

 

 

 

 

 

 

ALDERMORE GROUP PLC

 

Security

G0222H107

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

08-Dec-2017

ISIN

GB00BQQMCJ47

Agenda

708748883 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO GIVE EFFECT TO THE SCHEME (AS DEFINED IN THE SCHEME DOCUMENT): (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 BY THE ADOPTION AND INCLUSION OF A NEW ARTICLE 125, IN EACH CASE AS DESCRIBED IN THE NOTICE OF GENERAL MEETING WHICH IS SET OUT IN THE SCHEME DOCUMENT

 

Management

 

 

 

 

 

 



 

ENZYMOTEC, LTD

 

Security

M4059L101

Meeting Type

Special

Ticker Symbol

ENZY

Meeting Date

11-Dec-2017

ISIN

IL0011296188

Agenda

934705798 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPROVAL OF THE ACQUISITION OF THE COMPANY BY FRUTAROM, INCLUDING THE APPROVAL OF: (I) THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 28, 2017, BY AND AMONG THE COMPANY, FRUTAROM, AND MERGER SUB (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”); (II) THE MERGER OF MERGER SUB WITH AND INTO THE COMPANY (THE “MERGER”) ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE MERGER AGREEMENT AND IN ACCORDANCE WITH SECTIONS 314-327 OF THE ISRAELI ...(DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

1A.

 

THE UNDERSIGNED CONFIRMS THAT HE, SHE OR IT IS NOT FRUTAROM, MERGER SUB, ANY PERSON HOLDING AT LEAST 25% OF THE MEANS OF CONTROL OF EITHER OF THEM, ANYONE ACTING ON THEIR BEHALF, OR ANY FAMILY MEMBER OF, OR ENTITY CONTROLLED BY, ANY OF THE FOREGOING (EACH, A “FRUTAROM AFFILIATE”). IF YOU DO NOT VOTE ON THIS ITEM OR VOTE AGAINST THIS ITEM, YOUR VOTE WILL NOT BE COUNTED FOR PROPOSAL 1. FOR = I CERTIFY THAT I HAVE NO PERSONAL INTEREST FOR THIS PROPOSAL. AGAINST = I CERTIFY THAT I DO HAVE A PERSONAL INTEREST FOR THIS PROPOSAL.

 

Management

 

For

 

 

 

2A.

 

REELECTION OF HOLGER LIEPMANN AS A CLASS I DIRECTOR OF THE COMPANY, TO SERVE UNTIL THE COMPANY’S ANNUAL GENERAL MEETING OF SHAREHOLDERS IN 2020.

 

Management

 

For

 

For

 

2B.

 

ELECTION OF AMOS ANATOT AS A CLASS I DIRECTOR OF THE COMPANY, TO SERVE UNTIL THE COMPANY’S ANNUAL GENERAL MEETING OF SHAREHOLDERS IN 2020.

 

Management

 

For

 

For

 

2C.

 

ELECTION OF ALON SHMUEL GRANOT AS A CLASS I DIRECTOR OF THE COMPANY, TO SERVE UNTIL THE COMPANY’S ANNUAL GENERAL MEETING OF SHAREHOLDERS IN 2020.

 

Management

 

For

 

For

 

2D.

 

ELECTION OF ARI ROSENTHAL AS A CLASS I DIRECTOR OF THE COMPANY, TO SERVE UNTIL THE COMPANY’S ANNUAL GENERAL MEETING OF SHAREHOLDERS IN 2020.

 

Management

 

For

 

For

 

3.

 

APPROVAL OF THE REAPPOINTMENT OF KESSELMAN & KESSELMAN, A MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LIMITED, AS THE COMPANY’S INDEPENDENT, EXTERNAL AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2017.

 

Management

 

For

 

For

 

 



 

CALPINE CORPORATION

 

Security

131347304

Meeting Type

Special

Ticker Symbol

CPN

Meeting Date

15-Dec-2017

ISIN

US1313473043

Agenda

934704873 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 17, 2017, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG CALPINE CORPORATION, VOLT PARENT, LP AND VOLT MERGER SUB, INC.

 

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 THE SPECIAL MEETING TO ADOPT THE AGREEMENT AND PLAN OF MERGER.

 

Management

 

For

 

For

 

3

 

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

 

Management

 

For

 

For

 

 

OMEGA PROTEIN CORPORATION

 

Security

68210P107

Meeting Type

Special

Ticker Symbol

OME

Meeting Date

19-Dec-2017

ISIN

US68210P1075

Agenda

934709885 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 5, 2017, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME BY AND AMONG COOKE INC., A CORPORATION DULY INCORPORATED UNDER THE LAWS OF THE PROVINCE OF NEW BRUNSWICK, CANADA (“COOKE”), ALPHA MERGERSUB, AND OMEGA ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

ADVISORY, NON-BINDING PROPOSAL TO APPROVE COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO OMEGA’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

3.

 

APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT 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 PROPOSAL 1.

 

Management

 

For

 

For

 

 



 

RUBY TUESDAY, INC.

 

Security

781182100

Meeting Type

Special

Ticker Symbol

RT

Meeting Date

20-Dec-2017

ISIN

US7811821005

Agenda

934706346 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT.

 

Management

 

Abstain

 

Against

 

2.

 

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

 

Management

 

Abstain

 

Against

 

3.

 

PROPOSAL TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, INCLUDING IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT, IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE AND ADOPT THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

NEWSTAR FINANCIAL, INC.

 

Security

65251F105

Meeting Type

Special

Ticker Symbol

NEWS

Meeting Date

21-Dec-2017

ISIN

US65251F1057

Agenda

934709897 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 16, 2017, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG NEWSTAR FINANCIAL, INC., FIRST EAGLE HOLDINGS, INC., FE HOLDCO, LLC, AND FE MERGER SUB, INC.

 

Management

 

For

 

For

 

2.

 

PROPOSAL TO APPROVE THE TRANSACTIONS CONTEMPLATED BY THE ASSET PURCHASE AGREEMENT, DATED AS OF OCTOBER 16, 2017, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND BETWEEN NEWSTAR FINANCIAL, INC. AND GSO DIAMOND PORTFOLIO HOLDCO LLC.

 

Management

 

For

 

For

 

3.

 

PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, SPECIFIED COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF NEWSTAR FINANCIAL INC. IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

4.

 

PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING FROM TIME TO TIME, 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 OR THE PROPOSAL TO APPROVE THE TRANSACTIONS CONTEMPLATED BY THE ASSET PURCHASE AGREEMENT.

 

Management

 

For

 

For

 

 



 

GIGAMON INC.

 

Security

37518B102

Meeting Type

Special

Ticker Symbol

GIMO

Meeting Date

22-Dec-2017

ISIN

US37518B1026

Agenda

934707184 - 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 OCTOBER 26, 2017, BY AND AMONG GIGAMON INC., A DELAWARE CORPORATION (“GIGAMON”), GINSBERG HOLDCO, INC., A DELAWARE CORPORATION, AND GINSBERG MERGER SUB, INC., A DELAWARE ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

Against

 

Against

 

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, VARIOUS COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO GIGAMON’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER (AS SUCH TERM IS DEFINED IN THE MERGER AGREEMENT), AS DESCRIBED IN THE PROXY STATEMENT.

 

Management

 

Against

 

Against

 

 

CALGON CARBON CORPORATION

 

Security

129603106

Meeting Type

Special

Ticker Symbol

CCC

Meeting Date

28-Dec-2017

ISIN

US1296031065

Agenda

934710105 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 21, 2017 (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”), BY AND AMONG CALGON CARBON CORPORATION, A DELAWARE CORPORATION (“CALGON CARBON”), KURARAY CO., LTD., A COMPANY ORGANIZED UNDER THE LAWS OF JAPAN ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

 



 

HSN, INC

 

Security

404303109

Meeting Type

Special

Ticker Symbol

HSNI

Meeting Date

29-Dec-2017

ISIN

US4043031099

Agenda

934710256 - 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, DATED AS OF JULY 5, 2017 (AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, THE MERGER AGREEMENT), BY AND AMONG HSN, INC. (HSNI), LIBERTY INTERACTIVE CORPORATION AND LIBERTY HORIZON, INC.

 

Management

 

For

 

For

 

2.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN OR POSTPONE THE HSNI SPECIAL MEETING, IF NECESSARY AND FOR A MINIMUM PERIOD OF TIME REASONABLE UNDER THE CIRCUMSTANCES, TO ENSURE THAT ANY NECESSARY SUPPLEMENT OR AMENDMENT TO THE PROXY STATEMENT/ PROSPECTUS IS PROVIDED TO HSNI STOCKHOLDERS A REASONABLE ..(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

3.

 

TO CONSIDER AND VOTE ON A PROPOSAL TO APPROVE, BY A NON-BINDING ADVISORY VOTE, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO HSNI’S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 

SILVER SPRING NETWORKS,INC.

 

Security

82817Q103

Meeting Type

Special

Ticker Symbol

SSNI

Meeting Date

03-Jan-2018

ISIN

US82817Q1031

Agenda

934706322 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 17, 2017, AMONG SILVER SPRING NETWORKS, INC., ITRON, INC. AND IVORY MERGER SUB, INC., AND THEREBY APPROVE THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE MERGER.

 

Management

 

For

 

For

 

2.

 

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

 

 



 

WORLDPAY GROUP PLC

 

Security

G97744109

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

08-Jan-2018

ISIN

GB00BYYK2V80

Agenda

708801065 - 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 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

 

01 DEC 2017: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF RECORD-DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS-YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 



 

WORLDPAY GROUP PLC

 

Security

G97744109

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

08-Jan-2018

ISIN

GB00BYYK2V80

Agenda

708801077 - 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: ARTICLE 130

 

Management

 

For

 

For

 

CMMT

 

01 DEC 2017: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF RECORD-DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS-YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

 

Non-Voting

 

 

 

 

 

 



 

ZODIAC AEROSPACE, ISSY LES MOULINEAUX

 

Security

F98947108

Meeting Type

MIX

Ticker Symbol

 

Meeting Date

09-Jan-2018

ISIN

FR0000125684

Agenda

708822730 - 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

 

IN CASE AMENDMENTS OR NEW RESOLUTIONS ARE PRESENTED DURING THE MEETING, YOUR-VOTE WILL DEFAULT TO ‘ABSTAIN’. SHARES CAN ALTERNATIVELY BE PASSED TO THE-CHAIRMAN OR A NAMED THIRD PARTY TO VOTE ON ANY SUCH ITEM RAISED. SHOULD YOU-WISH TO PASS CONTROL OF YOUR SHARES IN THIS WAY, PLEASE CONTACT YOUR-BROADRIDGE CLIENT SERVICE REPRESENTATIVE. THANK YOU

 

Non-Voting

 

 

 

 

 

CMMT

 

22 DEC 2017: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINK:-https://balo.journal-officiel.gouv.fr/pdf/2017/1204/201712041705219.pdf AND-https://www.journal-officiel.gouv.fr/publications/balo/pdf/2017/1222/20171222 1-705380.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF THE URL-LINK. 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

 

 

 

 

 

O.1

 

APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS OF THE COMPANY ZODIAC AEROSPACE FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2017

 

Management

 

For

 

For

 

O.2

 

APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP ZODIAC AEROSPACE FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2017

 

Management

 

For

 

For

 

O.3

 

ALLOCATION OF INCOME FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2017

 

Management

 

For

 

For

 

O.4

 

APPROVAL OF THE AGREEMENTS AND COMMITMENTS REFERRED TO IN ARTICLE L.225-86 OF THE FRENCH COMMERCIAL CODE AND DESCRIBED IN THE SPECIAL REPORT OF THE STATUTORY AUDITORS

 

Management

 

For

 

For

 

O.5

 

AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO ALLOW THE COMPANY TO TRADE IN ITS OWN SHARES

 

Management

 

For

 

For

 

O.6

 

RENEWAL OF THE TERM OF MR PATRICK DAHER, MEMBER OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

O.7

 

RENEWAL OF THE TERM OF MR LOUIS DESANGES, MEMBER OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

O.8

 

ACKNOWLEDGEMENT OF THE TERMINATION OF THE TERM OF MR DIDIER DOMANGE, MEMBER OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

O.9

 

ACKNOWLEDGEMENT OF THE TERMINATION OF THE TERM OF MS ELISABETH DOMANGE, MEMBER OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

O.10

 

RENEWAL OF THE TERM OF THE SOCIETE FIDUCIAIRE NATIONALE DE REVISION COMPTABLE - FIDAUDIT AS STATUTORY AUDITOR

 

Management

 

For

 

For

 

O.11

 

ACKNOWLEDGMENT OF THE TERMINATION OF THE TERM OF THE COMPANY SAREX AS DEPUTY STATUTORY AUDITOR

 

Management

 

For

 

For

 

O.12

 

REVIEW OF THE COMPENSATION OWED OR PAID FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2017 TO MR YANN DELABRIERE, CHAIRMAN OF THE BOARD OF DIRECTORS SINCE 16 JUNE 2017

 

Management

 

For

 

For

 

O.13

 

REVIEW OF THE COMPENSATION OWED OR PAID FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2017 TO MR MAURICE PINAULT, MEMBER OF THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

O.14

 

REVIEW OF THE COMPENSATION OWED OR PAID FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2017 TO MR DIDIER FONDAINE, MEMBER OF THE BOARD OF DIRECTORS SINCE 5 JUNE 2017

 

Management

 

For

 

For

 

O.15

 

REVIEW OF THE COMPENSATION OWED OR PAID FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2017 TO MR OLIVIER ZARROUATI, CHAIRMAN OF THE BOARD OF DIRECTORS UNTIL 15 JUNE 2017

 

Management

 

For

 

For

 

O.16

 

REVIEW OF THE COMPENSATION OWED OR PAID FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2017 TO MR BENOIT RIBADEAU-DUMAS, MEMBER OF THE BOARD OF DIRECTORS FROM 21 NOVEMBER 2016 UNTIL 15 MAY 2017

 

Management

 

For

 

For

 

O.17

 

REVIEW OF THE COMPENSATION OWED OR PAID FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2017 TO MS YANNICK ASSOUAD, MEMBER OF THE BOARD OF DIRECTORS UNTIL 9 SEPTEMBER 2016

 

Management

 

For

 

For

 

O.18

 

REVIEW OF THE COMPENSATION OWED OR PAID FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2017 TO MR DIDIER DOMANGE, CHAIRMAN OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

O.19

 

APPROVAL OF THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE COMPENSATION AND BENEFITS OF ANY KIND DUE TO THE MEMBERS OF THE SUPERVISORY BOARD AND ITS CHAIRMAN FOR THEIR TERM

 

Management

 

For

 

For

 

O.20

 

APPROVAL OF THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE COMPENSATION AND BENEFITS OF ANY KIND DUE TO THE MEMBERS OF THE BOARD OF DIRECTORS AND ITS CHAIRMAN FOR THEIR TERM

 

Management

 

For

 

For

 

E.21

 

AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING TREASURY SHARES

 

Management

 

For

 

For

 

E.22

 

AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO FREELY ALLOCATE COMPANY SHARES TO ELIGIBLE EMPLOYEES AND EXECUTIVE OFFICERS OF THE COMPANY OR ITS GROUP

 

Management

 

For

 

For

 

E.23

 

DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY ISSUING COMMON SHARES AND/OR OTHER TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL RESERVED FOR MEMBERS OF SAVINGS SCHEMES, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT FOR THE BENEFIT OF SAID MEMBERS

 

Management

 

For

 

For

 

E.24

 

AMENDMENT OF ARTICLE 19 OF THE COMPANY BY-LAWS,”TERM OF OFFICE”

 

Management

 

For

 

For

 

E.25

 

CANCELLATION OF ARTICLE 20 OF THE COMPANY BY-LAWS, “QUALIFYING SHARES” AND CORRESPONDING AMENDMENT OF THE NUMBERING OF ARTICLES IN THE COMPANY BY-LAWS

 

Management

 

For

 

For

 

E.26

 

AMENDMENT OF ARTICLE 21 OF THE COMPANY BY-LAWS, “ORGANISATION AND OPERATION OF THE SUPERVISORY BOARD”

 

Management

 

For

 

For

 

E.27

 

AMENDMENT OF ARTICLE 25 OF THE COMPANY BY-LAWS, “APPOINTMENT - POWERS”

 

Management

 

For

 

For

 

E.28

 

POWERS TO CARRY OUT LEGAL FORMALITIES SUBSEQUENT TO THESE RESOLUTIONS

 

Management

 

For

 

For

 

 



 

BOB EVANS FARMS, INC.

 

Security

096761101

Meeting Type

Special

Ticker Symbol

BOBE

Meeting Date

09-Jan-2018

ISIN

US0967611015

Agenda

934706651 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 18, 2017, BY AND AMONG BOB EVANS FARMS, INC. (THE “COMPANY”), POST HOLDINGS, INC., AND HAYSTACK CORPORATION, A DELAWARE CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF POST (THE “MERGER AGREEMENT”).

 

Management

 

Against

 

Against

 

2.

 

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

 

Management

 

Against

 

Against

 

3.

 

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

 

Management

 

For

 

For

 

 

ROCKWELL COLLINS, INC.

 

Security

774341101

Meeting Type

Special

Ticker Symbol

COL

Meeting Date

11-Jan-2018

ISIN

US7743411016

Agenda

934712969 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 4, 2017, BY AND AMONG UNITED TECHNOLOGIES CORPORATION, RIVETER MERGER SUB CORP. AND ROCKWELL COLLINS, INC. AND APPROVE THE MERGER CONTEMPLATED THEREBY (THE “MERGER PROPOSAL”).

 

Management

 

For

 

For

 

2.

 

APPROVE ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO ROCKWELL COLLINS, INC.’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT (THE “MERGER-RELATED COMPENSATION PROPOSAL”).

 

Management

 

For

 

For

 

3.

 

APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER PROPOSAL (THE “ADJOURNMENT PROPOSAL”).

 

Management

 

For

 

For

 

 



 

IXYS CORPORATION

 

Security

46600W106

Meeting Type

Special

Ticker Symbol

IXYS

Meeting Date

12-Jan-2018

ISIN

US46600W1062

Agenda

934713670 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 25, 2017, BY AND AMONG IXYS CORPORATION, LITTELFUSE, INC. AND IRON MERGER CO., INC., AS AMENDED (REFERRED TO AS THE MERGER PROPOSAL).

 

Management

 

For

 

For

 

2.

 

TO APPROVE ON AN ADVISORY (NON-BINDING) BASIS THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF IXYS CORPORATION THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER (AS SUCH TERM IS REFERRED TO IN THE PROXY STATEMENT FOR THE SPECIAL MEETING).

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

 

PURE TECHNOLOGIES LTD.

 

Security

745915108

Meeting Type

Special

Ticker Symbol

PPEHF

Meeting Date

24-Jan-2018

ISIN

CA7459151089

Agenda

934717591 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

To consider and, if deemed advisable, to pass, with or without variation, a special resolution the full text of which is set forth in Appendix A to the accompanying information circular and proxy statement of Pure Technologies Ltd. (the “Information Circular”), to approve an arrangement under Section 193 of the Business Corporations Act (Alberta), involving Pure Technologies Ltd., Xylem Inc. and the shareholders and optionholders of Pure Technologies Ltd., all as more particularly described in the Information Circular.

 

Management

 

For

 

For

 

 



 

BROADSOFT, INC.

 

Security

11133B409

Meeting Type

Special

Ticker Symbol

BSFT

Meeting Date

25-Jan-2018

ISIN

US11133B4095

Agenda

934714432 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 20, 2017, BY AND AMONG CISCO SYSTEMS, INC. (“CISCO”), BROOKLYN ACQUISITION CORP., A WHOLLY-OWNED SUBSIDIARY OF CISCO, AND BROADSOFT, INC. AS IT MAY BE AMENDED FROM TIME TO TIME (THE “MERGER AGREEMENT”).

 

Management

 

For

 

For

 

2.

 

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION THAT BROADSOFT’S NAMED EXECUTIVE OFFICERS MAY RECEIVE IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

3.

 

TO ADJOURN THE SPECIAL MEETING TO A LATER DATE 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

 

 

BAZAARVOICE INC

 

Security

073271108

Meeting Type

Special

Ticker Symbol

BV

Meeting Date

29-Jan-2018

ISIN

US0732711082

Agenda

934717363 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of November 26, 2017, as it may be amended, supplemented or modified from time to time, by and among Bazaarvoice, Inc., BV Parent, LLC and BV Merger Sub, Inc. and approve the Merger.

 

Management

 

For

 

For

 

2.

 

To adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement is provided to the stockholders of Bazaarvoice, Inc. a reasonable amount of time in advance of the Special Meeting, ...(due to space limits, see proxy statement for full proposal).

 

Management

 

For

 

For

 

3.

 

To approve, by non-binding, advisory vote, certain compensation arrangements for Bazaarvoice, Inc.’s named executive officers in connection with the Merger.

 

Management

 

For

 

For

 

 



 

MONSANTO COMPANY

 

Security

61166W101

Meeting Type

Annual

Ticker Symbol

MON

Meeting Date

31-Jan-2018

ISIN

US61166W1018

Agenda

934714848 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Dwight M. “Mitch” Barns

 

Management

 

For

 

For

 

1B.

 

Election of Director: Gregory H. Boyce

 

Management

 

For

 

For

 

1C.

 

Election of Director: David L. Chicoine, Ph.D.

 

Management

 

For

 

For

 

1D.

 

Election of Director: Janice L. Fields

 

Management

 

For

 

For

 

1E.

 

Election of Director: Hugh Grant

 

Management

 

For

 

For

 

1F.

 

Election of Director: Laura K. Ipsen

 

Management

 

For

 

For

 

1G.

 

Election of Director: Marcos M. Lutz

 

Management

 

For

 

For

 

1H.

 

Election of Director: C. Steven McMillan

 

Management

 

For

 

For

 

1I.

 

Election of Director: Jon R. Moeller

 

Management

 

For

 

For

 

1J.

 

Election of Director: George H. Poste, Ph.D., D.V.M.

 

Management

 

For

 

For

 

1K.

 

Election of Director: Robert J. Stevens

 

Management

 

For

 

For

 

1L.

 

Election of Director: Patricia Verduin, Ph.D.

 

Management

 

For

 

For

 

2.

 

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2018.

 

Management

 

For

 

For

 

3.

 

Advisory (Non-Binding) vote to approve executive compensation.

 

Management

 

For

 

For

 

4.

 

Shareowner proposal: Bylaw amendment to create Board Human Rights Committee.

 

Shareholder

 

Against

 

For

 

 

ROCKWELL COLLINS, INC.

 

Security

774341101

Meeting Type

Annual

Ticker Symbol

COL

Meeting Date

01-Feb-2018

ISIN

US7743411016

Agenda

934713872 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

A. J. CARBONE

 

 

 

For

 

For

 

 

 

2

R.K. ORTBERG

 

 

 

For

 

For

 

 

 

3

C.L. SHAVERS

 

 

 

For

 

For

 

2.

 

ADVISORY VOTE ON EXECUTIVE COMPENSATION: FOR A NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

3.

 

SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: FOR THE SELECTION OF DELOITTE & TOUCHE LLP FOR FISCAL YEAR 2018.

 

Management

 

For

 

For

 

 



 

BUFFALO WILD WINGS, INC.

 

Security

119848109

Meeting Type

Special

Ticker Symbol

BWLD

Meeting Date

02-Feb-2018

ISIN

US1198481095

Agenda

934716955 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Merger Proposal: To approve the Agreement and Plan of Merger, dated as of November 27, 2017 (which, as it may be amended from time to time, we refer to as the “merger agreement”), by and among Buffalo Wild Wings, Inc., Arby’s Restaurant Group, Inc., and IB Merger Sub I Corporation, pursuant to which Buffalo Wild ...(due to space limits, see proxy statement for full proposal).

 

Management

 

For

 

For

 

2.

 

Golden Parachute Proposal: To approve, in a non-binding advisory vote, certain compensation that may be paid or become payable by Buffalo Wild Wings, Inc. to its named executive officers in connection with the merger.

 

Management

 

For

 

For

 

3.

 

Adjournment 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 approve the merger agreement at the time of the special meeting.

 

Management

 

For

 

For

 

 



 

GENERAL COMMUNICATION, INC.

 

Security

369385109

Meeting Type

Special

Ticker Symbol

GNCMA

Meeting Date

02-Feb-2018

ISIN

US3693851095

Agenda

934717298 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1)

 

REORGANIZATION AGREEMENT PROPOSAL: TO APPROVE THE ADOPTION OF THE AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF APRIL 4, 2017 (AS MAY BE AMENDED FROM TIME TO TIME, THE REORGANIZATION AGREEMENT) AMONG GENERAL COMMUNICATION, INC. (GCI), LIBERTY INTERACTIVE CORPORATION (LIBERTY INTERACTIVE) AND LIBERTY INTERACTIVE LLC, A DIRECT WHOLLY-OWNED SUBSIDIARY OF LIBERTY INTERACTIVE (LIBERTY LLC) AND THE TRANSACTIONS CONTEMPLATED THEREBY.

 

Management

 

For

 

For

 

2)

 

RESTATED GCI LIBERTY ARTICLES PROPOSAL: TO APPROVE THE ADOPTION OF THE RESTATED ARTICLES OF INCORPORATION OF GCI TO, AMONG OTHER THINGS, CHANGE THE NAME OF GCI TO “GCI LIBERTY, INC. “(GCI LIBERTY), EFFECT THE RECLASSIFICATION OF GCI’S CAPITAL STOCK AND PROVIDE FOR THE TERMS OF THE AUTO CONVERSION (AS SUCH TERMS ARE DEFINED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS).

 

Management

 

For

 

For

 

3)

 

Share Issuance Proposal: To approve the issuance of shares of GCI Liberty Class A common stock, no par value, and shares of GCI Liberty Class B common stock, no par value, to Liberty LLC in connection with the contribution (as such term is defined in the accompanying joint proxy statement/prospectus), which will be equal to the number of shares of Series A Liberty Ventures common stock and Series B Liberty Ventures common stock, respectively, outstanding on the date of the contribution.

 

Management

 

For

 

For

 

4)

 

GCI COMPENSATION PROPOSAL: TO APPROVE, BY ADVISORY (NONBINDING) VOTE, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF GCI IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE REORGANIZATION AGREEMENT.

 

Management

 

For

 

For

 

5)

 

GCI ADJOURNMENT PROPOSAL: TO AUTHORIZE THE ADJOURNMENT OF THE SPECIAL MEETING BY GCI TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE GCI SPECIAL MEETING TO APPROVE THE OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING.

 

Management

 

For

 

For

 

 



 

STRAIGHT PATH COMMUNICATIONS, INC

 

Security

862578101

Meeting Type

Annual

Ticker Symbol

STRP

Meeting Date

06-Feb-2018

ISIN

US8625781013

Agenda

934714329 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Davidi Jonas

 

Management

 

For

 

For

 

1.2

 

Election of Director: K. Chris Todd

 

Management

 

For

 

For

 

1.3

 

Election of Director: William F. Weld

 

Management

 

For

 

For

 

1.4

 

Election of Director: Fred S. Zeidman

 

Management

 

For

 

For

 

 

BARRACUDA NETWORKS, INC.

 

Security

068323104

Meeting Type

Special

Ticker Symbol

CUDA

Meeting Date

07-Feb-2018

ISIN

US0683231049

Agenda

934720081 - 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 November 26, 2017, by and among Barracuda Networks, Inc., Project Deep Blue Holdings, LLC and Project Deep Blue Merger Corp.

 

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

 

 

CALATLANTIC GROUP, INC.

 

Security

128195104

Meeting Type

Special

Ticker Symbol

CAA

Meeting Date

12-Feb-2018

ISIN

US1281951046

Agenda

934718694 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of October 29, 2017, by and among CalAtlantic Group, Inc. (“CalAtlantic”), Lennar Corporation, a Delaware corporation (“Lennar”), and Cheetah Cub Group Corp., a newly formed Delaware corporation and a wholly-owned subsidiary of Lennar (“Merger Sub”).

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory (non-binding) basis, specified compensatory arrangements between CalAtlantic and its named executive officers relating to the proposed merger of CalAtlantic with and into Merger Sub.

 

Management

 

For

 

For

 

3.

 

To approve one or more proposals to adjourn the CalAtlantic special meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals.

 

Management

 

For

 

For

 

 



 

EXACTECH, INC.

 

Security

30064E109

Meeting Type

Special

Ticker Symbol

EXAC

Meeting Date

13-Feb-2018

ISIN

US30064E1091

Agenda

934720891 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approval of the Agreement and Plan of Merger, dated as of October 22, 2017, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated December 3, 2017, as it may be amended from time to time, among the Company, Osteon Holdings, L.P. and Osteon Merger Sub, Inc. (the “Merger Agreement”).

 

Management

 

Against

 

Against

 

2.

 

Approval, by non-binding, advisory vote, of compensation that will or may become payable to the Company’s named executive officers in connection with the merger.

 

Management

 

Against

 

Against

 

3.

 

Adjournment of the Special Meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies in the event that there are insufficient votes at the time of the Special Meeting to approve the proposal to approve the Merger Agreement.

 

Management

 

For

 

For

 

 

GENERAL CABLE CORPORATION

 

Security

369300108

Meeting Type

Special

Ticker Symbol

BGC

Meeting Date

16-Feb-2018

ISIN

US3693001089

Agenda

934721235 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of December 3, 2017 (the “Merger Agreement”), by and among General Cable Corporation (“General Cable”), Prysmian S.p.A. and Alisea Corp.

 

Management

 

For

 

For

 

2.

 

To approve, by non-binding, advisory vote, certain compensation arrangements for General Cable’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, 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

 

 

ENTELLUS MEDICAL, INC.

 

Security

29363K105

Meeting Type

Special

Ticker Symbol

ENTL

Meeting Date

26-Feb-2018

ISIN

US29363K1051

Agenda

934724089 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

The Merger Proposal: The proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”),dated December 7, 2017, by and among Stryker Corporation, Explorer Merger Sub Corp. and Entellus Medical, Inc., and approve the transactions contemplated thereby, including the merger of Explorer Merger Sub Corp. with and into Entellus Medical, Inc., with Entellus Medical, Inc. continuing as the surviving corporation and a direct or indirect wholly owned subsidiary of stryker corporation (the “merger”).

 

Management

 

For

 

For

 

2.

 

The Adjournment Proposal: The proposal to approve the adjournment of 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 proposal to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, at the time of the special meeting.

 

Management

 

For

 

For

 

 



 

NETS A/S

 

Security

K7010W100

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

27-Feb-2018

ISIN

DK0060745370

Agenda

708962178 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

IN THE MAJORITY OF MEETINGS THE VOTES ARE CAST WITH THE REGISTRAR WHO WILL-FOLLOW CLIENT INSTRUCTIONS. IN A SMALL PERCENTAGE OF MEETINGS THERE IS NO-REGISTRAR AND CLIENTS VOTES MAY BE CAST BY THE CHAIRMAN OF THE BOARD OR A-BOARD MEMBER AS PROXY. CLIENTS CAN ONLY EXPECT THEM TO ACCEPT PRO-MANAGEMENT-VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES ARE-REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE OR ATTEND THE-MEETING IN PERSON. THE SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR-AN ADDED FEE IF REQUESTED. THANK YOU

 

Non-Voting

 

 

 

 

 

CMMT

 

PLEASE BE ADVISED THAT SPLIT AND PARTIAL VOTING IS NOT AUTHORISED FOR A-BENEFICIAL OWNER IN THE DANISH MARKET. PLEASE CONTACT YOUR GLOBAL CUSTODIAN-FOR FURTHER INFORMATION.

 

Non-Voting

 

 

 

 

 

CMMT

 

IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE

 

Non-Voting

 

 

 

 

 

CMMT

 

PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’-ONLY FOR RESOLUTIONS 1.A TO 1.D. THANK YOU

 

Non-Voting

 

 

 

 

 

1.A

 

ELECTION OF MEMBER TO THE BOARD OF DIRECTORS: STEFAN GOTZ

 

Management

 

For

 

For

 

1.B

 

ELECTION OF MEMBER TO THE BOARD OF DIRECTORS: PATRICK HEALY

 

Management

 

For

 

For

 

1.C

 

ELECTION OF MEMBER TO THE BOARD OF DIRECTORS: JOHANNES KORP

 

Management

 

For

 

For

 

1.D

 

ELECTION OF MEMBER TO THE BOARD OF DIRECTORS: ZITA SAUREL

 

Management

 

For

 

For

 

2.A

 

AMENDMENT OF ARTICLE 4.2, ARTICLE 4.4 AND ARTICLE 4.5 AND REMOVAL OF ARTICLE 8.2 OF THE ARTICLES OF ASSOCIATION

 

Management

 

For

 

For

 

2.B

 

AMENDMENT OF ARTICLE 4.6 OF THE ARTICLES OF ASSOCIATION

 

Management

 

For

 

For

 

 



 

TOWER LTD, AUCKLAND

 

Security

Q91556102

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

01-Mar-2018

ISIN

NZTWRE0011S2

Agenda

708973424 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO RECORD THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS AS AUDITOR OF TOWER LIMITED AND TO AUTHORISE THE DIRECTORS TO FIX THE AUDITOR’S REMUNERATION

 

Management

 

For

 

For

 

2

 

TO RE-ELECT STEVE SMITH AS A DIRECTOR

 

Management

 

For

 

For

 

3

 

TO ELECT WENDY THORPE AS A DIRECTOR

 

Management

 

For

 

For

 

 

DYNEGY INC.

 

Security

26817R108

Meeting Type

Special

Ticker Symbol

DYN

Meeting Date

02-Mar-2018

ISIN

US26817R1086

Agenda

934724128 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adopt the Agreement of Plan and Merger, dated as of October 29, 2017 (the “Merger Agreement”), by and between Vistra Energy Corp. (“Vistra Energy”) and Dynegy Inc. (“Dynegy”), as it may be amended from time to time, pursuant to which, among other things, Dynegy will merge with and into Vistra Energy (the “Merger”), with Vistra Energy continuing as the surviving corporation (the “Merger Proposal”).

 

Management

 

For

 

For

 

2.

 

Approve a non-binding advisory vote on compensation payable to executive officers of Dynegy in connection with the Merger.

 

Management

 

For

 

For

 

3.

 

Approve the adjournment of the Dynegy special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Merger Proposal.

 

Management

 

For

 

For

 

 



 

REFRESCO GROUP N.V.

 

Security

N73488103

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

05-Mar-2018

ISIN

NL0011214010

Agenda

708909215 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

OPENING

 

Non-Voting

 

 

 

 

 

2

 

EXPLANATION OF THE RECOMMENDED PUBLIC OFFER BY SUNSHINE INVESTMENTS B.V. FOR-ALL THE ISSUED AND OUTSTANDING SHARES IN THE SHARE CAPITAL OF THE COMPANY IN-CONSIDERATION OF EUR 20 PER SHARE (THE OFFER)

 

Non-Voting

 

 

 

 

 

3.A

 

CONDITIONAL APPROVAL OF THE ASSET SALE (AS DEFINED IN THE EXPLANATORY NOTES) AS REQUIRED UNDER ARTICLE 2:107A OF THE DUTCH CIVIL CODE (THE DCC)

 

Management

 

For

 

For

 

3.B

 

CONDITIONAL RESOLUTION TO (I) DISSOLVE (ONTBINDEN) THE COMPANY IN ACCORDANCE WITH ARTICLE 2:19 OF THE DCC AND (II) APPOINT REFRESCO HOLDING B.V. AS THE CUSTODIAN OF THE BOOKS AND RECORDS OF THE COMPANY IN ACCORDANCE WITH ARTICLE 2:24 OF THE DCC

 

Management

 

For

 

For

 

4

 

CONDITIONAL AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY (THE ARTICLES OF ASSOCIATION) IN ORDER TO EFFECT CONVERSION OF THE COMPANY FROM A PUBLIC LIMITED LIABILITY COMPANY TO A PRIVATE LIMITED LIABILITY COMPANY

 

Management

 

For

 

For

 

5.A

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE (AS DEFINED IN THE EXPLANATORY NOTES) OF MR. PITTMAN AS MEMBER OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

5.B

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE OF MR. REMEDIOS AS MEMBER OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

5.C

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE OF MR. STEVENIN AS MEMBER OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

5.D

 

CONDITIONAL APPOINTMENT AS PER THE SETTLEMENT DATE OF MR. BRUGERE AS MEMBER OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

6

 

CONDITIONAL GRANTING OF FULL AND FINAL DISCHARGE FROM LIABILITY TO MR. DIJKHUIZEN, MR. GORVY, MR. KUNZ, MRS. PLOCHAET AND MR. SIGURDSSON AS RESIGNING MEMBERS OF THE SUPERVISORY BOARD FOR THEIR FUNCTIONING UNTIL THE DATE OF THE EGM, AS PER THE SETTLEMENT DATE

 

Management

 

For

 

For

 

7

 

ANY OTHER BUSINESS

 

Non-Voting

 

 

 

 

 

8

 

CLOSING

 

Non-Voting

 

 

 

 

 

 

HOGG ROBINSON GROUP PLC

 

Security

G4612Q107

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

05-Mar-2018

ISIN

GB00B1CM8S45

Agenda

708970997 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO APPROVE THE PROPOSED DISPOSAL BY THE COMPANY OF FRAEDOM HOLDINGS LIMITED AND FRAEDOM LLC AND TO AUTHORISE THE DIRECTORS OF THE COMPANY TO DO ALL THINGS NECESSARY TO PROCURE THE IMPLEMENTATION OR COMPLETION OF THE DISPOSAL

 

Management

 

For

 

For

 

 



 

AETNA INC.

 

Security

00817Y108

Meeting Type

Special

Ticker Symbol

AET

Meeting Date

13-Mar-2018

ISIN

US00817Y1082

Agenda

934728227 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve and adopt the Agreement and Plan of Merger, dated as of December 3, 2017, as it may be amended from time to time, among CVS Health Corporation, Hudson Merger Sub Corp. and Aetna Inc. (the “merger agreement”).

 

Management

 

For

 

For

 

2.

 

To approve the adjournment from time to time of the Special Meeting of Shareholders of Aetna Inc. if necessary to solicit additional proxies if there are not sufficient votes to approve and adopt the merger agreement at the time of the Special Meeting of Shareholders of Aetna Inc. or any adjournment or postponement thereof.

 

Management

 

For

 

For

 

3.

 

To approve, on an advisory (non-binding) basis, the compensation that will or may be paid or provided by Aetna Inc. to its named executive officers in connection with the merger of Hudson Merger Sub Corp. with and into Aetna Inc.

 

Management

 

For

 

For

 

 

ACONEX LTD, MELBOURNE VIC

 

Security

Q00794109

Meeting Type

Scheme Meeting

Ticker Symbol

 

Meeting Date

14-Mar-2018

ISIN

AU000000ACX1

Agenda

708966354 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVAL OF THE SCHEME

 

Management

 

For

 

For

 

 

HOGG ROBINSON GROUP PLC

 

Security

G4612Q107

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

16-Mar-2018

ISIN

GB00B1CM8S45

Agenda

708987586 - 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 OF THE COMPANY (ARTICLE 143)

 

Management

 

 

 

 

 

2

 

TO APPROVE THE AMENDMENT OF THE SERVICE CONTRACT OF MICHELE MAHER IN THE MANNER SET OUT IN THE NOTICE OF GENERAL MEETING

 

Management

 

 

 

 

 

 

HOGG ROBINSON GROUP PLC

 

Security

G4612Q107

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

16-Mar-2018

ISIN

GB00B1CM8S45

Agenda

708987598 - 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 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

 

 

 

 

 

 



 

TDC A/S

 

Security

K94545116

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

16-Mar-2018

ISIN

DK0060228559

Agenda

708992967 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’-ONLY FOR RESOLUTION NUMBERS 5.A TO 5.G AND 6. THANK YOU

 

Non-Voting

 

 

 

 

 

CMMT

 

IN THE MAJORITY OF MEETINGS THE VOTES ARE CAST WITH THE REGISTRAR WHO WILL-FOLLOW CLIENT INSTRUCTIONS. IN A SMALL PERCENTAGE OF MEETINGS THERE IS NO-REGISTRAR AND CLIENTS VOTES MAY BE CAST BY THE CHAIRMAN OF THE BOARD OR A-BOARD MEMBER AS PROXY. CLIENTS CAN ONLY EXPECT THEM TO ACCEPT PRO-MANAGEMENT-VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES ARE-REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE OR ATTEND THE-MEETING IN PERSON. THE SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR-AN ADDED FEE IF REQUESTED. THANK YOU

 

Non-Voting

 

 

 

 

 

CMMT

 

PLEASE BE ADVISED THAT SPLIT AND PARTIAL VOTING IS NOT AUTHORISED FOR A-BENEFICIAL OWNER IN THE DANISH MARKET. PLEASE CONTACT YOUR GLOBAL CUSTODIAN-FOR FURTHER INFORMATION

 

Non-Voting

 

 

 

 

 

CMMT

 

ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE-IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF

 

Non-Voting

 

 

 

 

 

1

 

THE REPORT OF THE BOARD OF DIRECTORS ON THE COMPANY’S ACTIVITIES DURING THE-PAST YEAR

 

Non-Voting

 

 

 

 

 

2

 

PRESENTATION AND ADOPTION OF THE ANNUAL REPORT

 

Management

 

For

 

For

 

3

 

RESOLUTION TO DISCHARGE THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE FROM LIABILITY

 

Management

 

For

 

For

 

4

 

RESOLUTION ON THE DISTRIBUTION OF PROFITS

 

Management

 

For

 

For

 

5.A

 

RE-ELECTION OF PIERRE DANON TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

5.B

 

RE-ELECTION OF LENE SKOLE TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

5.C

 

RE-ELECTION OF STINE BOSSE TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

5.D

 

RE-ELECTION OF ANGUS PORTER TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

5.E

 

RE-ELECTION OF MARIANNE RORSLEV BOCK TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

5.F

 

RE-ELECTION OF PETER KNOOK TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

5.G

 

RE-ELECTION OF BENOIT SCHEEN TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

6

 

ELECTION OF AUDITOR: THE BOARD OF DIRECTORS PROPOSES RE-ELECTION OF PRICEWATERHOUSECOOPERS STATSAUTORISERET REVISIONSPARTNERSELSKAB

 

Management

 

For

 

For

 

7.A

 

AMENDMENT OF THE COMPANY’S REMUNERATION POLICY FOR TDC’S TOP MANAGEMENT (BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE, AND AMENDMENT TO ARTICLE 16A OF THE ARTICLES OF ASSOCIATION

 

Management

 

For

 

For

 

7.B

 

ADOPTION OF THE BOARD OF DIRECTORS’ REMUNERATION FOR 2018

 

Management

 

For

 

For

 

7.C

 

AMENDMENT OF THE ARTICLES OF ASSOCIATION REGARDING RETIREMENT AGE FOR MEMBERS OF THE BOARD OF DIRECTORS: ARTICLE 14(2)

 

Management

 

For

 

For

 

7.D

 

OTHER AMENDMENTS OF THE ARTICLES OF ASSOCIATION: ARTICLES 6, 8, 10, 16A AND 22

 

Management

 

For

 

For

 

8

 

ANY OTHER BUSINESS

 

Non-Voting

 

 

 

 

 

CMMT

 

27 FEB 2018: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT-OF RESOLUTIONS 5.A TO 5.G. 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

 

 

 

 

 

 



 

MARVELL TECHNOLOGY GROUP LTD.

 

Security

G5876H105

Meeting Type

Special

Ticker Symbol

MRVL

Meeting Date

16-Mar-2018

ISIN

BMG5876H1051

Agenda

934727073 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Share Issuance Proposal: To approve the issuance of Marvell common shares (the “Marvell Share Issuance”) in connection with the merger (the “Merger”) of Kauai Acquisition Corp. with and into Cavium, Inc.(“Cavium”), with Cavium continuing as the surviving corporation in the Merger and as a direct wholly owned subsidiary of Marvell Technology, Inc.

 

Management

 

Against

 

Against

 

2.

 

Adjournment Proposal: To approve adjournments of the Marvell general meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Marvell general meeting to approve the Marvell Share Issuance (the “Marvell Adjournment Proposal”).

 

Management

 

Against

 

Against

 

 

COM HEM HOLDING AB, STOCKHOLM

 

Security

W2R054108

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

21-Mar-2018

ISIN

SE0005999778

Agenda

708980265 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRE APPROVAL FROM MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION.

 

Non-Voting

 

 

 

 

 

CMMT

 

MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED

 

Non-Voting

 

 

 

 

 

CMMT

 

IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE

 

Non-Voting

 

 

 

 

 

1

 

OPENING OF THE MEETING

 

Non-Voting

 

 

 

 

 

2

 

ELECTION OF THE CHAIRMAN OF THE MEETING: BJORN KRISTIANSSON

 

Non-Voting

 

 

 

 

 

3

 

PREPARATION AND APPROVAL OF THE VOTING LIST

 

Non-Voting

 

 

 

 

 

4

 

APPROVAL OF THE AGENDA

 

Non-Voting

 

 

 

 

 

5

 

ELECTION OF ONE OR TWO PERSONS TO VERIFY THE MINUTES

 

Non-Voting

 

 

 

 

 

6

 

DETERMINATION AS TO WHETHER THE MEETING HAS BEEN DULY CONVENED

 

Non-Voting

 

 

 

 

 

7

 

PRESENTATION OF (A) THE ANNUAL REPORT AND THE AUDITOR’S REPORT; AND (B) THE-CONSOLIDATED ACCOUNTS AND THE AUDITOR’S REPORT OVER THE CONSOLIDATED ACCOUNTS

 

Non-Voting

 

 

 

 

 

8

 

REPORT BY THE CEO AND QUESTIONS FROM THE SHAREHOLDERS

 

Non-Voting

 

 

 

 

 

9.A

 

RESOLUTION ON ADOPTION OF THE PROFIT AND LOSS ACCOUNT AND THE BALANCE SHEET AS WELL AS THE CONSOLIDATED PROFIT AND LOSS ACCOUNT AND THE CONSOLIDATED BALANCE SHEET

 

Management

 

 

 

 

 

9.B

 

RESOLUTION ON APPROPRIATION OF THE COMPANY’S PROFIT AS STATED IN THE ADOPTED BALANCE SHEET AND RECORD DATE FOR DIVIDEND: SEK 6.00 PER SHARE

 

Management

 

 

 

 

 

9.C

 

RESOLUTION ON DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD AND THE MANAGING DIRECTOR

 

Management

 

 

 

 

 

10

 

REPORT ON THE WORK OF THE NOMINATION COMMITTEE

 

Non-Voting

 

 

 

 

 

11

 

DETERMINATION OF THE NUMBER OF MEMBERS OF THE BOARD (5) AND WITHOUT ANY DEPUTY MEMBERS OF THE BOARD

 

Management

 

 

 

 

 

12

 

DETERMINATION OF THE NUMBER OF AUDITORS (1) AND WITHOUT ANY DEPUTY AUDITORS

 

Management

 

 

 

 

 

13

 

DETERMINATION OF THE REMUNERATION TO THE MEMBERS OF THE BOARD AND THE AUDITOR

 

Management

 

 

 

 

 

14.A

 

RE-ELECTION OF ANDREW BARRON AS MEMBER OF THE BOARD

 

Management

 

 

 

 

 

14.B

 

RE-ELECTION OF MONICA CANEMAN AS MEMBER OF THE BOARD

 

Management

 

 

 

 

 

14.C

 

RE-ELECTION OF THOMAS EKMAN AS MEMBER OF THE BOARD

 

Management

 

 

 

 

 

14.D

 

RE-ELECTION OF EVA LINDQVIST AS MEMBER OF THE BOARD

 

Management

 

 

 

 

 

14.E

 

RE-ELECTION OF ANDERS NILSSON AS MEMBER OF THE BOARD

 

Management

 

 

 

 

 

14.F

 

RE-ELECTION OF ANDREW BARRON AS CHAIRMAN OF THE BOARD

 

Management

 

 

 

 

 

15

 

ELECTION OF AUDITOR: KPMG AB

 

Management

 

 

 

 

 

16

 

RESOLUTION ON THE NOMINATION COMMITTEE: THE MEMBERS OF THE NOMINATION COMMITTEE HAVE NOW BEEN APPOINTED: CRISTINA STENBECK, CHAIRMAN OF THE NOMINATION COMMITTEE, APPOINTED BY KINNEVIK AB, HENRY GUEST, APPOINTED BY ADELPHI CAPITAL LLP, ANDREW BARRON, CHAIRMAN OF COM HEM HOLDING AB (PUBL). THE TWO OWNER REPRESENTATIVES OF THE NOMINATION COMMITTEE REPRESENT APPROXIMATELY 24.3 PERCENT OF THE VOTING RIGHTS FOR ALL SHARES OF COM HEM HOLDING AB

 

Management

 

 

 

 

 

17

 

RESOLUTION ON THE BOARD’S PROPOSAL FOR GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES

 

Management

 

 

 

 

 

18

 

RESOLUTION ON THE BOARD’S PROPOSAL ON (A) REDUCTION OF THE SHARE CAPITAL BY WAY OF CANCELLATION OF OWN SHARES (B) INCREASE OF THE SHARE CAPITAL BY WAY OF BONUS ISSUE

 

Management

 

 

 

 

 

19

 

CLOSING OF THE MEETING

 

Non-Voting

 

 

 

 

 

 



 

AVIGILON CORPORATION

 

Security

05369Q106

Meeting Type

Special

Ticker Symbol

AIOCF

Meeting Date

22-Mar-2018

ISIN

CA05369Q1063

Agenda

934730715 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

To approve an arrangement under Section 192 of the Canada Business Corporations Act involving the Corporation, Motorola Solutions, Inc. and Motorola Solutions Canada Holdings Inc., by way of a special resolution of shareholders, the full text of which is set out in Appendix A to the management information circular of the Corporation accompanying this Voting Instruction Form.

 

Management

 

For

 

For

 

 

PURE INDUSTRIAL REAL ESTATE TRUST

 

Security

74623T108

Meeting Type

Special

Ticker Symbol

PDTRF

Meeting Date

23-Mar-2018

ISIN

CA74623T1084

Agenda

934730359 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO CONSIDER AND, IF THOUGHT ADVISABLE, TO PASS, WITH OR WITHOUT AMENDMENT, A SPECIAL RESOLUTION (THE “ARRANGEMENT RESOLUTION”) TO APPROVE A PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) WHEREBY, AMONG OTHER THINGS, BPP PRISTINE HOLDINGS ULC WOULD ACQUIRE ALL OF THE ISSUED AND OUTSTANDING CLASS A UNITS (THE “UNITS”) OF PURE INDUSTRIAL REAL ESTATE TRUST (THE “TRUST”), AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR.

 

Management

 

For

 

For

 

 

SNYDER’S-LANCE, INC.

 

Security

833551104

Meeting Type

Special

Ticker Symbol

LNCE

Meeting Date

23-Mar-2018

ISIN

US8335511049

Agenda

934731084 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Proposal to approve the Agreement and Plan of Merger, dated as of December 18, 2017, entered into among Snyder’s-Lance, Inc. (the “Company”), Campbell Soup Company (“Campbell”), and Twist Merger Sub, Inc. (“Merger Sub”), including the Plan of Merger included therein, each as may be amended from time to time (the “merger agreement”), (the “merger”).

 

Management

 

For

 

For

 

2.

 

Proposal to adjourn 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 merger agreement.

 

Management

 

For

 

For

 

3.

 

Proposal to approve, on a non-binding, advisory basis, the payment of certain compensation and benefits to the Company’s named executive officers that is based on or otherwise relates to the merger.

 

Management

 

For

 

For

 

 



 

DST SYSTEMS, INC.

 

Security

233326107

Meeting Type

Special

Ticker Symbol

DST

Meeting Date

28-Mar-2018

ISIN

US2333261079

Agenda

934733040 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adopt the Agreement and Plan of Merger, dated as of January 11, 2018 (the “Merger Agreement”) among DST Systems, Inc. (“DST”), SS&C Technologies Holdings, Inc. and Diamond Merger Sub, Inc., thereby approving the transactions contemplated by the Merger Agreement, including the merger.

 

Management

 

For

 

For

 

2.

 

Approve, by a non-binding, advisory vote, compensation that will or may become payable by DST to its named executive officers in connection with the merger.

 

Management

 

For

 

For

 

3.

 

Approve one or more adjournments 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

 

 

CALLIDUS SOFTWARE INC.

 

Security

13123E500

Meeting Type

Special

Ticker Symbol

CALD

Meeting Date

29-Mar-2018

ISIN

US13123E5006

Agenda

934732012 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of January 29, 2018, by and among SAP America, Inc., Emerson One Acquisition Corp., and Callidus Software Inc. (“Callidus”).

 

Management

 

For

 

For

 

2.

 

To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Callidus’s named executive officers that is based on or otherwise relates to the merger.

 

Management

 

For

 

For

 

3.

 

To approve the adjournment of the special meeting to a later date, if board of directors determines that it is necessary or appropriate and is permitted by the merger agreement, to solicit additional proxies if there is not a quorum present or there are not sufficient votes in favor of the adoption of the merger agreement at the time of the special meeting.

 

Management

 

For

 

For

 

 

BLACKHAWK NETWORK HOLDINGS, INC.

 

Security

09238E104

Meeting Type

Special

Ticker Symbol

HAWK

Meeting Date

30-Mar-2018

ISIN

US09238E1047

Agenda

934736515 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of January 15, 2018 (as it may be amended from time to time, the “merger agreement”), by and among Blackhawk Network Holdings, Inc., a Delaware corporation (the “Company”), BHN Holdings, Inc., a Delaware corporation (“Parent”) and BHN Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “merger”)

 

Management

 

For

 

For

 

2.

 

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.

 

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

 

 



 

KINDRED HEALTHCARE, INC.

 

Security

494580103

Meeting Type

Special

Ticker Symbol

KND

Meeting Date

05-Apr-2018

ISIN

US4945801037

Agenda

934731173 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adopt the Agreement and Plan of Merger, dated as of December 19, 2017, among Kindred Healthcare, Inc., Kentucky Hospital Holdings, LLC, Kentucky Homecare Holdings, Inc. and Kentucky Homecare Merger Sub, Inc. (as may be amended from time to time, the “merger agreement”).

 

Management

 

Against

 

Against

 

2.

 

Approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Kindred Healthcare, Inc.’s named executive officers in connection with the merger.

 

Management

 

Against

 

Against

 

3.

 

Approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement.

 

Management

 

For

 

For

 

 

LAIRD PLC

 

Security

G53508175

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

17-Apr-2018

ISIN

GB00B1VNST91

Agenda

709102711 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO APPROVE THE SCHEME IN ACCORDANCE WITH THE TERMS OF THE NOTICE CONVENING THE COURT MEETING

 

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

 

 

 

 

 

 

LAIRD PLC

 

Security

G53508175

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

17-Apr-2018

ISIN

GB00B1VNST91

Agenda

709126418 - 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 OF LAIRD PLC AND RE-REGISTRATION OF LAIRD PLC AS A PRIVATE COMPANY

 

Management

 

For

 

For

 

 

STUDENT TRANSPORTATION INC.

 

Security

86388A108

Meeting Type

Special

Ticker Symbol

STB

Meeting Date

19-Apr-2018

ISIN

CA86388A1084

Agenda

934757254 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

To consider, pursuant to the Interim Order of the Ontario Superior Court of Justice (Commercial List) dated March 21, 2018 and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set out in Appendix B to the accompanying management information circular of Student Transportation Inc. (the “Company”) dated March 21, 2018 (the “Circular”), to authorize and approve an arrangement under Section 182 of the Business Corporations Act, as more particularly described in the information circular.

 

Management

 

For

 

For

 

 



 

YOOX NET-A-PORTER GROUP S.P.A

 

Security

T9846S106

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

20-Apr-2018

ISIN

IT0003540470

Agenda

709249836 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 911925 DUE TO RESOLUTION-5 HAS BEEN SPLIT INTO SUB-VOTABLE ITEMS AND ADDITION OF RESOLUTION 4.2. 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 CLOSED 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

 

YOOX NET-A PORTER GROUP S.P.A. STATUTORY FINANCIAL STATEMENTS AS AT 31 DECEMBER 2017. DIRECTORS’ MANAGEMENT REPORT. REPORT OF THE BOARD OF STATUTORY AUDITORS PURSUANT TO ARTICLE 153 OF LEGISLATIVE DECREE 58/1998 AND INDEPENDENT AUDITORS’ REPORT. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2017. ANY CONSEQUENT RESOLUTION

 

Management

 

For

 

For

 

2

 

REMUNERATION REPORT PURSUANT TO ART. 123-TER OF LEGISLATIVE DECREE 58/1998. ANY CONSEQUENT RESOLUTION

 

Management

 

For

 

For

 

3.1

 

APPOINTMENT OF THE BOARD OF DIRECTOR, FOLLOWING THE DETERMINATION OF THE NUMBER OF MEMBERS AND THE DURATION OF OFFICE. DETERMINATION OF REMUNERATION. ANY CONSEQUENT RESOLUTION: DETERMINATION OF NUMBER OF MEMBERS

 

Management

 

For

 

For

 

3.2

 

APPOINTMENT OF THE BOARD OF DIRECTOR, FOLLOWING THE DETERMINATION OF THE NUMBER OF MEMBERS AND THE DURATION OF OFFICE. DETERMINATION OF REMUNERATION. ANY CONSEQUENT RESOLUTION: DETERMINATION OF THE ENGAGEMENT TERM

 

Management

 

For

 

For

 

CMMT

 

PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS BOARD OF-DIRECTORS, THERE IS ONLY 1 SLATE AVAILABLE TO BE FILLED AT THE MEETING. THE-STANDING INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND IF YOU ARE-REQUIRED TO VOTE FOR ONLY 1 OF THE 2 SLATES OF BOARD OF DIRECTORS. THANK YOU

 

Non-Voting

 

 

 

 

 

CMMT

 

PLEASE NOTE THAT THE MANAGEMENT MAKES NO VOTE RECOMMENDATION FOR THE-CANDIDATES PRESENTED IN THE SLATES UNDER RESOLUTIONS 3.3.1 AND 3.3.2

 

Non-Voting

 

 

 

 

 

3.3.1

 

TO APPOINT THE BOARD OF DIRECTORS. LIST PRESENTED BY THE OUTGOING BOARD OF DIRECTORS. FEDERICO MARCHETTI STEFANO VALERIO ROBERT KUNZE-CONCEWITZ EVA CHEN LAURA ZONI CATHERINE MARINE YVONNE GE’RARDIN - RICHARD LEPEU CEDRIC BOSSET RAFFAELLO NAPOLEONE

 

Management

 

For

 

For

 

3.3.2

 

TO APPOINT THE BOARD OF DIRECTORS. LIST PRESENTED BY A GROUP OF INVESTORS REPRESENTING COLLECTIVELY 1.02085PCT OF THE STOCK CAPITAL. ALESSANDRO ROBIN FOTI

 

Management

 

 

 

 

 

3.4

 

APPOINTMENT OF THE BOARD OF DIRECTOR, FOLLOWING THE DETERMINATION OF THE NUMBER OF MEMBERS AND THE DURATION OF OFFICE. DETERMINATION OF REMUNERATION. ANY CONSEQUENT RESOLUTION: DETERMINATION OF REMUNERATION

 

Management

 

For

 

For

 

CMMT

 

PLEASE NOTE THAT ALTHOUGH THERE ARE 2 OPTIONS TO INDICATE A PREFERENCE ON-THIS RESOLUTION, ONLY ONE CAN BE SELECTED. THE STANDING INSTRUCTIONS FOR THIS-MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO VOTE FOR-ONLY 1 OF THE 2 OPTIONS BELOW, YOUR OTHER VOTES MUST BE EITHER AGAINST OR-ABSTAIN THANK YOU

 

Non-Voting

 

 

 

 

 

CMMT

 

PLEASE NOTE THAT THE MANAGEMENT MAKES NO VOTE RECOMMENDATION FOR THE-CANDIDATES PRESENTED IN THE SLATES UNDER RESOLUTIONS 4.1.1 AND 4.1.2

 

Non-Voting

 

 

 

 

 

4.1.1

 

TO APPOINT THE INTERNAL AUDITORS AND THEIR CHAIRMAN. LIST PRESENTED BY SHAREHOLDER FEDERICO MACHETTI, REPRESENTING, DIRECTLY AND INDIRECTLY THROUGH MAVIS S.R.L. 5.6PCT OF THE STOCK CAPITAL. EFFECTIVE AUDITORS GIOVANNI NACCARATO -MARCO MARIA FUMAGALLI PATRIZIA ARIENTI ALTERNATE AUDITORS SALVATORE TARSIA NICOLETTA MARIA COLOMBO

 

Management

 

For

 

For

 

4.1.2

 

TO APPOINT THE INTERNAL AUDITORS AND THEIR CHAIRMAN. LIST PRESENTED BY A GROUP OF INVESTORS COLLECTIVELY REPRESENTING 1.02085PCT OF THE STOCK CAPITAL. EFFECTIVE AUDITOR GIUSEPPE CERATI ALTERNATE AUDITOR MYRIAM AMATO

 

Management

 

For

 

For

 

4.2

 

APPOINTMENT OF THE BOARD OF STATUTORY AUDITOR AND ITS CHAIRMAN. DETERMINATION OF REMUNERATION. ANY CONSEQUENT RESOLUTION: APPOINTMENT OF THE CHAIRMAN

 

Management

 

For

 

For

 

4.3

 

APPOINTMENT OF THE BOARD OF STATUTORY AUDITOR AND ITS CHAIRMAN. DETERMINATION OF REMUNERATION. ANY CONSEQUENT RESOLUTION: DETERMINATION OF REMUNERATION. ANY CONSEQUENT RESOLUTIONS

 

Management

 

For

 

For

 

5.1

 

APPOINTMENT OF INDEPENDENT AUDITOR FOR THE YEARS 2018 - 2026 AND DETERMINATION OF THE RELATED FEES PURSUANT TO LEGISLATIVE DECREE 39/2010 AND REGULATION (EU) NO. 537/2014. ANY CONSEQUENT RESOLUTION: APPOINTMENT OF INDEPENDENT AUDITORS FOR THE YEARS 2018 - 2026 AND DETERMINATION OF THE RELATED FEES PURSUANT TO LEGISLATIVE DECREE 39/2010 AND REGULATION (EU) NO. 537/2014

 

Management

 

For

 

For

 

5.2

 

APPOINTMENT OF INDEPENDENT AUDITOR FOR THE YEARS 2018 - 2026 AND DETERMINATION OF THE RELATED FEES PURSUANT TO LEGISLATIVE DECREE 39/2010 AND REGULATION (EU) NO. 537/2014. ANY CONSEQUENT RESOLUTION: DETERMINATION OF THE REMUNERATION. ANY CONSEQUENT RESOLUTION

 

Management

 

For

 

For

 

CMMT

 

PLEASE NOTE THAT THE ITALIAN LANGUAGE AGENDA IS AVAILABLE BY CLICKING ON THE-URL LINK:-https://materials.proxyvote.com/approved/99999z/198401 01/nps_348961.pdf AND-https://materials.proxyvote.com/approved/99999z/198401 01/nps_351865.pdf

 

Non-Voting

 

 

 

 

 

 



 

ABLYNX NV, ZWIJNAARDE

 

Security

B0031S109

Meeting Type

MIX

Ticker Symbol

 

Meeting Date

26-Apr-2018

ISIN

BE0003877942

Agenda

709129589 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED

 

Non-Voting

 

 

 

 

 

CMMT

 

IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE

 

Non-Voting

 

 

 

 

 

1

 

ACKNOWLEDGEMENT OF THE ANNUAL REPORT OF THE BOARD OF DIRECTORS WITH REGARD TO-THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR AS OF 31 DECEMBER 2017

 

Non-Voting

 

 

 

 

 

2

 

ACKNOWLEDGEMENT OF THE REPORT OF THE STATUTORY AUDITOR WITH REGARD TO THE-ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR AS OF 31 DECEMBER 2017

 

Non-Voting

 

 

 

 

 

3

 

PROPOSAL TO APPROVE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR AS OF 31 DECEMBER 2017 AND ALLOCATION OF THE RESULTS

 

Management

 

For

 

For

 

4

 

PROPOSAL TO APPROVE THE REMUNERATION REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

5

 

PROPOSAL TO GRANT DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE OF THEIR DUTIES DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

6

 

PROPOSAL TO GRANT DISCHARGE TO THE STATUTORY AUDITOR FOR HIS PERFORMANCE FOR THE FINANCIAL YEAR AS OF 31 DECEMBER 2017

 

Management

 

For

 

For

 

7

 

PROPOSAL TO RATIFY THE REMUNERATION OF THE STATUTORY AUDITOR FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

8

 

PROPOSAL TO APPROVE, IN ACCORDANCE WITH ARTICLE 556 OF THE BELGIAN COMPANIES CODE, CERTAIN CLAUSES OF THE COLLABORATION AGREEMENT WITH SANOFI, ANNOUNCED ON 20 JULY 2017

 

Management

 

For

 

For

 

9

 

PROPOSAL TO GRANT A POWER OF ATTORNEY TO ANY DIRECTOR AND TO WIM OTTEVAERE AND ELS VANROOSE, TO DO WHATEVER NECESSARY OR USEFUL FOR THE ACCOMPLISHMENT OF ALL FORMALITIES

 

Management

 

For

 

For

 

 



 

LAIRD PLC

 

Security

G53508175

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

27-Apr-2018

ISIN

GB00B1VNST91

Agenda

709093924 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS AND ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

2

 

TO APPROVE THE REMUNERATION POLICY SET OUT ON PAGES 64 TO 74 OF THE DIRECTORS’ REMUNERATION REPORT CONTAINED WITHIN THE ANNUAL REPORT AND ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017, SUCH REMUNERATION POLICY TO TAKE EFFECT FROM THE DATE ON WHICH THIS RESOLUTION IS PASSED

 

Management

 

For

 

For

 

3

 

TO APPROVE THE DIRECTORS’ REMUNERATION REPORT (OTHER THAN THE REMUNERATION POLICY REFERRED TO IN RESOLUTION 2 ABOVE), AS SET OUT ON PAGES 58 TO 88 IN THE ANNUAL REPORT AND ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

4

 

TO RE-ELECT DR MARTIN READ CBE AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

5

 

TO RE-ELECT PAULA BELL AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

6

 

TO RE-ELECT KEVIN DANGERFIELD AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

7

 

TO RE-ELECT WU GANG AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

8

 

TO RE-ELECT MIKE PARKER CBE AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

9

 

TO RE-ELECT TONY QUINLAN AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

10

 

TO RE-ELECT NATHALIE RACHOU AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

11

 

TO RE-ELECT KJERSTI WIKLUND AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

12

 

TO RE-APPOINT DELOITTE LLP AS AUDITORS OF THE COMPANY

 

Management

 

For

 

For

 

13

 

SUBJECT TO THE PASSING OF RESOLUTION 12, AUTHORISE THE DIRECTORS TO DETERMINE THE AUDITORS’ REMUNERATION

 

Management

 

For

 

For

 

14

 

TO GIVE THE DIRECTORS AUTHORITY TO ALLOT SHARES

 

Management

 

For

 

For

 

15

 

TO DISAPPLY PRE-EMPTION RIGHTS

 

Management

 

For

 

For

 

16

 

TO DISAPPLY PRE-EMPTION RIGHTS FOR AN ACQUISITION OR SPECIFIED CAPITAL INVESTMENT

 

Management

 

For

 

For

 

17

 

TO AUTHORISE THE COMPANY TO MAKE MARKET PURCHASES OF ITS OWN ORDINARY SHARES

 

Management

 

For

 

For

 

18

 

TO APPROVE THE NOTICE PERIOD FOR EXTRAORDINARY GENERAL MEETINGS

 

Management

 

For

 

For

 

 



 

VALIDUS HOLDINGS, LTD.

 

Security

G9319H102

Meeting Type

Special

Ticker Symbol

VR

Meeting Date

27-Apr-2018

ISIN

BMG9319H1025

Agenda

934765871 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve an amendment to the Validus bye-laws to reduce the shareholder vote required to approve a merger with any other company from the affirmative vote of 75% of the votes cast at a general meeting of the shareholders to a simple majority of the votes cast at a general meeting of the shareholders.

 

Management

 

For

 

For

 

2.

 

To approve the Agreement and Plan of Merger, dated as of January 21, 2018, by and among Validus Holdings, Ltd., American International Group, Inc. and Venus Holdings Limited, the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended, and the merger of Venus with and into Validus.

 

Management

 

For

 

For

 

3.

 

On an advisory (non-binding) basis, to approve the compensation that may be paid or become payable to Validus’ named executive officers in connection with the merger referred to in Proposal 2.

 

Management

 

For

 

For

 

4.

 

To approve an adjournment of the special general meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient votes to approve Proposal 1 or Proposal 2 at the special general meeting.

 

Management

 

For

 

For

 

 

PINNACLE ENTERTAINMENT, INC.

 

Security

72348Y105

Meeting Type

Annual

Ticker Symbol

PNK

Meeting Date

01-May-2018

ISIN

US72348Y1055

Agenda

934774527 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Charles L. Atwood

 

Management

 

For

 

For

 

1B.

 

Election of Director: Stephen C. Comer

 

Management

 

For

 

For

 

1C.

 

Election of Director: Ron Huberman

 

Management

 

For

 

For

 

1D.

 

Election of Director: James L. Martineau

 

Management

 

For

 

For

 

1E.

 

Election of Director: Desiree Rogers

 

Management

 

For

 

For

 

1F.

 

Election of Director: Carlos A. Ruisanchez

 

Management

 

For

 

For

 

1G.

 

Election of Director: Anthony M. Sanfilippo

 

Management

 

For

 

For

 

1H.

 

Election of Director: Jaynie M. Studenmund

 

Management

 

For

 

For

 

2.

 

Advisory approval of the Company’s executive compensation.

 

Management

 

For

 

For

 

3.

 

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018.

 

Management

 

For

 

For

 

 



 

MCDERMOTT INTERNATIONAL, INC.

 

Security

580037109

Meeting Type

Special

Ticker Symbol

MDR

Meeting Date

02-May-2018

ISIN

PA5800371096

Agenda

934768536 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve an amendment to the McDermott International, Inc. amended and restated articles of incorporation to effect a 3-to-1 reverse stock split of the McDermott Common Stock and to decrease the authorized shares of McDermott Common Stock to 255,000,000 shares, as set forth in Annex E to the Joint Proxy Statement/Prospectus.

 

Management

 

Against

 

Against

 

2.

 

To approve an amendment to the McDermott International, Inc. amended and restated articles of incorporation to increase the authorized shares of McDermott Common Stock to 765,000,000 shares, as set forth in Annex F to the Joint Proxy Statement/Prospectus; provided that this resolution will only become effective if Proposal 1 is not adopted at the meeting.

 

Management

 

Against

 

Against

 

3.

 

To approve the issuance of shares of McDermott Common Stock in connection with the Combination.

 

Management

 

Against

 

Against

 

4.

 

To approve the adjournment of the meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the foregoing resolutions.

 

Management

 

Against

 

Against

 

 

MCDERMOTT INTERNATIONAL, INC.

 

Security

580037109

Meeting Type

Special

Ticker Symbol

MDR

Meeting Date

02-May-2018

ISIN

PA5800371096

Agenda

934781483 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve an amendment to the McDermott International, Inc. amended and restated articles of incorporation to effect a 3-to-1 reverse stock split of the McDermott Common Stock and to decrease the authorized shares of McDermott Common Stock to 255,000,000 shares, as set forth in Annex E to the Joint Proxy Statement/Prospectus.

 

Management

 

Against

 

Against

 

2.

 

To approve an amendment to the McDermott International, Inc. amended and restated articles of incorporation to increase the authorized shares of McDermott Common Stock to 765,000,000 shares, as set forth in Annex F to the Joint Proxy Statement/Prospectus; provided that this resolution will only become effective if Proposal 1 is not adopted at the meeting.

 

Management

 

Against

 

Against

 

3.

 

To approve the issuance of shares of McDermott Common Stock in connection with the Combination.

 

Management

 

Against

 

Against

 

4.

 

To approve the adjournment of the meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the foregoing resolutions.

 

Management

 

Against

 

Against

 

 



 

TOX FREE SOLUTIONS LTD

 

Security

Q9155Q108

Meeting Type

Scheme Meeting

Ticker Symbol

 

Meeting Date

03-May-2018

ISIN

AU000000TOX6

Agenda

709018089 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVAL OF THE SCHEME

 

Management

 

 

 

 

 

CMMT

 

29 MAR 2018: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING-DATE FROM 06 APR 2018 TO 03 MAY 2018 AND RECORD DATE 04 APR 2018 TO 01 MAY-2018. 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

 

 

 

 

 

 

VERIZON COMMUNICATIONS INC.

 

Security

92343V104

Meeting Type

Annual

Ticker Symbol

VZ

Meeting Date

03-May-2018

ISIN

US92343V1044

Agenda

934744031 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Shellye L. Archambeau

 

Management

 

For

 

For

 

1b.

 

Election of Director: Mark T. Bertolini

 

Management

 

For

 

For

 

1c.

 

Election of Director: Richard L. Carrion

 

Management

 

For

 

For

 

1d.

 

Election of Director: Melanie L. Healey

 

Management

 

For

 

For

 

1e.

 

Election of Director: M. Frances Keeth

 

Management

 

For

 

For

 

1f.

 

Election of Director: Lowell C. McAdam

 

Management

 

For

 

For

 

1g.

 

Election of Director: Clarence Otis, Jr.

 

Management

 

For

 

For

 

1h.

 

Election of Director: Rodney E. Slater

 

Management

 

For

 

For

 

1i.

 

Election of Director: Kathryn A. Tesija

 

Management

 

For

 

For

 

1j.

 

Election of Director: Gregory D. Wasson

 

Management

 

For

 

For

 

1k.

 

Election of Director: Gregory G. Weaver

 

Management

 

For

 

For

 

2.

 

Ratification of Appointment of Independent Registered Public Accounting Firm

 

Management

 

For

 

For

 

3.

 

Advisory Vote to Approve Executive Compensation

 

Shareholder

 

For

 

For

 

4.

 

Special Shareowner Meetings

 

Shareholder

 

Against

 

For

 

5.

 

Lobbying Activities Report

 

Shareholder

 

Against

 

For

 

6.

 

Independent Chair

 

Shareholder

 

Against

 

For

 

7.

 

Report on Cyber Security and Data Privacy

 

Shareholder

 

Against

 

For

 

8.

 

Executive Compensation Clawback Policy

 

Shareholder

 

Against

 

For

 

9.

 

Nonqualified Savings Plan Earnings

 

Shareholder

 

Against

 

For

 

 



 

BUWOG AG

 

Security

A1R56Z103

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

04-May-2018

ISIN

AT00BUWOG001

Agenda

709263658 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.A

 

MR. ROLF BUCH IS ELECTED TO THE SUPERVISORY BOARD OF BUWOG AG FOR THE PERIOD UNTIL THE END OF THE SHAREHOLDERS’ MEETING RESOLVING ON THE BUSINESS YEAR 2022

 

Management

 

For

 

For

 

1.B

 

MR. A. STEFAN KIRSTEN IS ELECTED TO THE SUPERVISORY BOARD OF BUWOG AG FOR THE PERIOD UNTIL THE END OF THE SHAREHOLDERS’ MEETING RESOLVING ON THE BUSINESS YEAR 2022

 

Management

 

For

 

For

 

1.C

 

MS. HELENE VON ROEDER IS ELECTED TO THE SUPERVISORY BOARD OF BUWOG AG FOR THE PERIOD UNTIL THE END OF THE SHAREHOLDERS’ MEETING RESOLVING ON THE BUSINESS YEAR 2022

 

Management

 

For

 

For

 

1.D

 

MS. SABINE GLEISS IS ELECTED TO THE SUPERVISORY BOARD OF BUWOG AG FOR THE PERIOD UNTIL THE END OF THE SHAREHOLDERS’ MEETING RESOLVING ON THE BUSINESS YEAR 2022

 

Management

 

For

 

For

 

1.E

 

MR. FABIAN HESS IS ELECTED TO THE SUPERVISORY BOARD OF BUWOG AG FOR THE PERIOD UNTIL THE END OF THE SHAREHOLDERS’ MEETING RESOLVING ON THE BUSINESS YEAR 2022

 

Management

 

For

 

For

 

2

 

MODIFICATION OF THE BUSINESS YEAR

 

Management

 

For

 

For

 

 



 

SIRTEX MEDICAL LTD

 

Security

Q8510U101

Meeting Type

Scheme Meeting

Ticker Symbol

 

Meeting Date

07-May-2018

ISIN

AU000000SRX1

Agenda

709141193 - 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 SIRTEX MEDICAL 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 APPROVED, WITH OR WITHOUT ALTERATIONS OR CONDITIONS AS APPROVED BY THE FEDERAL COURT OF AUSTRALIA TO WHICH SIRTEX MEDICAL LIMITED AND VARIAN MEDICAL SYSTEMS, INC. AGREE.’

 

Management

 

For

 

For

 

 

GCI LIBERTY, INC.

 

Security

36164V503

Meeting Type

Special

Ticker Symbol

GLIBP

Meeting Date

07-May-2018

ISIN

US36164V5030

Agenda

934771278 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approve the Agreement and Plan of Merger by and between GCI Liberty, Inc. and GCI Merger Sub, Inc., pursuant to which GCI Liberty, Inc. will merge with and into GCI Merger Sub, Inc., with GCI Merger Sub, Inc. (which shall be renamed GCI Liberty, Inc.) continuing as the surviving corporation and existing under the laws of the State of Delaware.

 

Management

 

For

 

For

 

2.

 

A proposal to authorize the adjournment of the special meeting by GCI liberty, inc. to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the other proposal to be presented at the special meeting.

 

Management

 

For

 

For

 

 



 

GCI LIBERTY, INC.

 

Security

36164V305

Meeting Type

Special

Ticker Symbol

GLIBA

Meeting Date

07-May-2018

ISIN

US36164V3050

Agenda

934771278 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approve the Agreement and Plan of Merger by and between GCI Liberty, Inc. and GCI Merger Sub, Inc., pursuant to which GCI Liberty, Inc. will merge with and into GCI Merger Sub, Inc., with GCI Merger Sub, Inc. (which shall be renamed GCI Liberty, Inc.) continuing as the surviving corporation and existing under the laws of the State of Delaware.

 

Management

 

For

 

For

 

2.

 

A proposal to authorize the adjournment of the special meeting by GCI liberty, inc. to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the other proposal to be presented at the special meeting.

 

Management

 

For

 

For

 

 

TDC A/S

 

Security

K94545116

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

14-May-2018

ISIN

DK0060228559

Agenda

709318554 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

IN THE MAJORITY OF MEETINGS THE VOTES ARE CAST WITH THE REGISTRAR WHO WILL-FOLLOW CLIENT INSTRUCTIONS. IN A SMALL PERCENTAGE OF MEETINGS THERE IS NO-REGISTRAR AND CLIENTS VOTES MAY BE CAST BY THE CHAIRMAN OF THE BOARD OR A-BOARD MEMBER AS PROXY. CLIENTS CAN ONLY EXPECT THEM TO ACCEPT PRO-MANAGEMENT-VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES ARE-REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE OR ATTEND THE-MEETING IN PERSON. THE SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR-AN ADDED FEE IF REQUESTED. THANK YOU

 

Non-Voting

 

 

 

 

 

CMMT

 

PLEASE BE ADVISED THAT SPLIT AND PARTIAL VOTING IS NOT AUTHORISED FOR A-BENEFICIAL OWNER IN THE DANISH MARKET. PLEASE CONTACT YOUR GLOBAL CUSTODIAN-FOR FURTHER INFORMATION.

 

Non-Voting

 

 

 

 

 

CMMT

 

IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE

 

Non-Voting

 

 

 

 

 

1

 

ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

2

 

ANY OTHER BUSINESS

 

Management

 

Abstain

 

For

 

 



 

FENNER PLC

 

Security

G33656102

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

16-May-2018

ISIN

GB0003345054

Agenda

709266604 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

THE COURT HAS GRANTED PERMISSION FOR A MEETING OF THE SCHEME SHAREHOLDERS (AS DEFINED IN THE SCHEME DOCUMENT OF THE COMPANY DATED 12 APRIL 2018 (THE SCHEME DOCUMENT)) TO BE CONVENED 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

 

 

 

 

 

 

FENNER PLC

 

Security

G33656102

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

16-May-2018

ISIN

GB0003345054

Agenda

709266616 - 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

 

 



 

GEMALTO N.V., AMSTERDAM

 

Security

N3465M108

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

18-May-2018

ISIN

NL0000400653

Agenda

709313934 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

OPENING

 

Non-Voting

 

 

 

 

 

2.A

 

2017 ANNUAL REPORT

 

Non-Voting

 

 

 

 

 

2.B

 

APPLICATION OF THE REMUNERATION POLICY IN 2017

 

Non-Voting

 

 

 

 

 

2.C

 

CORPORATE GOVERNANCE STRUCTURE AND COMPLIANCE WITH THE DUTCH CORPORATE-GOVERNANCE CODE (2016)

 

Non-Voting

 

 

 

 

 

2.D

 

ADOPTION OF THE 2017 FINANCIAL STATEMENTS

 

Management

 

For

 

For

 

3.A

 

DIVIDEND POLICY

 

Non-Voting

 

 

 

 

 

3.B

 

NO DIVIDEND FOR THE 2017 FINANCIAL YEAR

 

Non-Voting

 

 

 

 

 

4.A

 

DISCHARGE OF BOARD MEMBER FOR THE FULFILLMENT OF THEIR DUTIES DURING THE 2017 FINANCIAL YEAR: DISCHARGE OF THE CHIEF EXECUTIVE OFFICER

 

Management

 

For

 

For

 

4.B

 

DISCHARGE OF BOARD MEMBER FOR THE FULFILLMENT OF THEIR DUTIES DURING THE 2017 FINANCIAL YEAR: DISCHARGE OF THE NON-EXECUTIVE BOARD MEMBERS

 

Management

 

For

 

For

 

5.A

 

REAPPOINTMENT OF MR. PHILIPPE ALFROID AS NON-EXECUTIVE BOARD MEMBER UNTIL THE CLOSE OF THE 2020 AGM

 

Management

 

For

 

For

 

5.B

 

REAPPOINTMENT OF MR. JOHANNES FRITZ AS NON-EXECUTIVE BOARD MEMBER UNTIL THE CLOSE OF THE 2020 AGM

 

Management

 

For

 

For

 

6

 

RENEWAL OF THE AUTHORIZATION OF THE BOARD TO REPURCHASE SHARES IN THE SHARE CAPITAL OF THE COMPANY

 

Management

 

For

 

For

 

7.A

 

AUTHORIZATION OF THE BOARD TO ISSUE SHARES AND TO GRANT RIGHTS TO ACQUIRE SHARES FOR GENERAL PURPOSES WITH THE POWER TO LIMIT OR EXCLUDE PRE-EMPTIVE RIGHTS ACCRUING TO SHAREHOLDERS

 

Management

 

For

 

For

 

7.B

 

AUTHORIZATION OF THE BOARD TO ISSUE SHARES AND TO GRANT RIGHTS TO ACQUIRE SHARES FOR GENERAL PURPOSES WITHOUT THE POWER TO LIMIT OR EXCLUDE PRE-EMPTIVE RIGHTS ACCRUING TO SHAREHOLDERS

 

Management

 

For

 

For

 

7.C

 

AUTHORIZATION OF THE BOARD TO LIMIT OR EXCLUDE PRE-EMPTIVE RIGHTS ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE ABOVE RESOLUTION 7.B FOR THE PURPOSE OF M&A AND/OR (STRATEGIC) ALLIANCES

 

Management

 

For

 

For

 

7.D

 

AUTHORIZATION OF THE BOARD TO LIMIT OR EXCLUDE PRE-EMPTIVE RIGHTS ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE ABOVE RESOLUTION 7.B FOR THE PURPOSE OF A NON-DILUTIVE TRADABLE RIGHTS OFFERING

 

Management

 

For

 

For

 

8

 

EXPLANATION OF THE RECOMMENDED PUBLIC OFFER MADE BY THALES

 

Non-Voting

 

 

 

 

 

9.A

 

CONDITIONAL AMENDMENT OF THE ARTICLES OF ASSOCIATION FOLLOWING SETTLEMENT OF THE OFFER

 

Management

 

For

 

For

 

9.B

 

CONDITIONAL CONVERSION OF GEMALTO AND AMENDMENT OF THE ARTICLES OF ASSOCIATION FOLLOWING DELISTING FROM EURONEXT AMSTERDAM AND EURONEXT PARIS

 

Management

 

For

 

For

 

10.A

 

CONDITIONAL APPOINTMENT OF MR. PASCAL BOUCHIAT AS NON-EXECUTIVE BOARD MEMBER AS OF SETTLEMENT OF THE OFFER

 

Management

 

For

 

For

 

10.B

 

CONDITIONAL APPOINTMENT OF MR. PIERRE-ERIC POMMELLET AS NON-EXECUTIVE BOARD MEMBER AS OF SETTLEMENT OF THE OFFER

 

Management

 

For

 

For

 

10.C

 

CONDITIONAL APPOINTMENT OF MS. ISABELLE SIMON AS NON-EXECUTIVE BOARD MEMBER AS OF SETTLEMENT OF THE OFFER

 

Management

 

For

 

For

 

10.D

 

CONDITIONAL APPOINTMENT OF MS. MARIE-HELENE SARTORIUS AS NON-EXECUTIVE BOARD MEMBER AS OF SETTLEMENT OF THE OFFER

 

Management

 

For

 

For

 

11.A

 

TO GRANT THE CHIEF EXECUTIVE OFFICER DISCHARGE FROM LIABILITY FOR THE FULFILLMENT OF HIS DUTIES PERFORMED IN THE PERIOD FOLLOWING THE END OF THE FINANCIAL YEAR 2017 AND UP TO AND INCLUDING THE DATE OF THE AGM OF MAY 18, 2018

 

Management

 

For

 

For

 

11.B

 

TO GRANT THE NON-EXECUTIVE BOARD MEMBERS DISCHARGE FROM LIABILITY FOR THE FULFILLMENT OF THEIR RESPECTIVE DUTIES PERFORMED IN THE PERIOD FOLLOWING THE END OF THE FINANCIAL YEAR 2017 AND UP TO AND INCLUDING THE DATE OF THE AGM OF MAY 18, 2018

 

Management

 

For

 

For

 

11.C

 

TO GRANT MR. ALEX MANDL, MS. HOMAIRA AKBARI, MR. BUFORD ALEXANDER, MR. JOOP DRECHSEL, MR. JOHANNES FRITZ, MR. JOHN ORMEROD, MR. OLIVIER PIOU, MS. JILL SMITH AND MS. YEN YEN TAN FULL AND FINAL DISCHARGE FROM LIABILITY FOR THE FULFILLMENT OF THEIR RESPECTIVE DUTIES, SUBJECT TO THE CONDITIONS PRECEDENT THAT THE OFFER IS DECLARED UNCONDITIONAL AND THAT SETTLEMENT HAS TAKEN PLACE

 

Management

 

For

 

For

 

12

 

QUESTIONS

 

Non-Voting

 

 

 

 

 

13

 

ADJOURNMENT

 

Non-Voting

 

 

 

 

 

CMMT

 

PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 891388 DUE TO NON-VOTABLE-RESOLUTIONS SHOULD BE ADDED TO THE AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS-MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING-NOTICE. THANK YOU.

 

Non-Voting

 

 

 

 

 

 



 

AETNA INC.

 

Security

00817Y108

Meeting Type

Annual

Ticker Symbol

AET

Meeting Date

18-May-2018

ISIN

US00817Y1082

Agenda

934766924 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Fernando Aguirre

 

Management

 

For

 

For

 

1b.

 

Election of Director: Mark T. Bertolini

 

Management

 

For

 

For

 

1c.

 

Election of Director: Frank M. Clark

 

Management

 

For

 

For

 

1d.

 

Election of Director: Molly J. Coye, M.D.

 

Management

 

For

 

For

 

1e.

 

Election of Director: Roger N. Farah

 

Management

 

For

 

For

 

1f.

 

Election of Director: Jeffrey E. Garten

 

Management

 

For

 

For

 

1g.

 

Election of Director: Ellen M. Hancock

 

Management

 

For

 

For

 

1h.

 

Election of Director: Richard J. Harrington

 

Management

 

For

 

For

 

1i.

 

Election of Director: Edward J. Ludwig

 

Management

 

For

 

For

 

1j.

 

Election of Director: Olympia J. Snowe

 

Management

 

For

 

For

 

2.

 

Company Proposal - Approval of the Appointment of the Independent Registered Public Accounting Firm for 2018

 

Management

 

For

 

For

 

3.

 

Company Proposal - Approval of the Company’s Executive Compensation on a Non-Binding Advisory Basis

 

Management

 

For

 

For

 

4A.

 

Shareholder Proposal - Annual Report on Direct and Indirect Lobbying

 

Shareholder

 

Against

 

For

 

4B.

 

Shareholder Proposal - Special Shareholder Meeting Vote Threshold

 

Shareholder

 

Against

 

For

 

 

MICROSEMI CORPORATION

 

Security

595137100

Meeting Type

Special

Ticker Symbol

MSCC

Meeting Date

22-May-2018

ISIN

US5951371005

Agenda

934803710 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated March 1, 2018, as it may be amended from time to time (the “Merger Agreement”), by and among Microsemi Corporation (“Microsemi”), Microchip Technology Incorporated and Maple Acquisition Corporation.

 

Management

 

For

 

For

 

2.

 

To approve, by non-binding, advisory vote, certain compensation arrangements for Microsemi’s named executive officers in connection with the merger.

 

Management

 

For

 

For

 

3.

 

To approve the adjournment of the Special Meeting from time to time, if necessary or appropriate, including 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 proposal to adopt the Merger Agreement or in the absence of a quorum.

 

Management

 

For

 

For

 

 



 

WESTFIELD CORPORATION, SYDNEY NSW

 

Security

Q9701H107

Meeting Type

Scheme Meeting

Ticker Symbol

 

Meeting Date

24-May-2018

ISIN

AU000000WFD0

Agenda

709249519 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 411 OF THE CORPORATIONS ACT 2001 (CTH): (A) THE ARRANGEMENT PROPOSED BETWEEN WESTFIELD CORPORATION AND WESTFIELD SHAREHOLDERS, AS CONTAINED IN AND MORE PARTICULARLY DESCRIBED IN THE DEMERGER BOOKLET ACCOMPANYING THE NOTICE CONVENING THIS MEETING, IS AGREED TO; AND (B) THE DIRECTORS OF WESTFIELD CORPORATION ARE AUTHORISED TO AGREE TO SUCH ALTERATIONS OR CONDITIONS AS ARE THOUGHT FIT BY THE SCHEME COURT AND, SUBJECT TO APPROVAL OF THE SCHEME BY THE SCHEME COURT, THE BOARD OF DIRECTORS OF WESTFIELD CORPORATION IS AUTHORISED TO IMPLEMENT THE DEMERGER SCHEME WITH ANY SUCH MODIFICATIONS OR CONDITIONS

 

Management

 

For

 

For

 

 

WESTFIELD CORPORATION, SYDNEY NSW

 

Security

Q9701H107

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

24-May-2018

ISIN

AU000000WFD0

Agenda

709249521 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

THAT, SUBJECT TO AND CONDITIONAL ON THE SCHEME OF ARRANGEMENT SET OUT IN ANNEXURE E OF THE DEMERGER BOOKLET OF WHICH THE NOTICE CONVENING THIS MEETING FORMS PART (“DEMERGER SCHEME”) BECOMING EFFECTIVE IN ACCORDANCE WITH SECTION 411(10) OF THE CORPORATIONS ACT AND FOR THE PURPOSE OF SECTION 256C(1) OF THE CORPORATIONS ACT AND FOR ALL OTHER PURPOSES, WESTFIELD CORPORATION’S SHARE CAPITAL BE REDUCED ON THE DEMERGER IMPLEMENTATION DATE BY THE CAPITAL REDUCTION AGGREGATE AMOUNT (AS DEFINED IN THE DEMERGER SCHEME), WITH THE REDUCTION TO BE EFFECTED AND SATISFIED BY APPLYING THE CAPITAL REDUCTION AGGREGATE AMOUNT EQUALLY AGAINST EACH WESTFIELD SHARE ON ISSUE ON THE DEMERGER RECORD DATE (ROUNDED TO THE NEAREST AUSTRALIAN CENT) IN ACCORDANCE WITH THE DEMERGER SCHEME

 

Management

 

For

 

For

 

 



 

WESTFIELD CORPORATION, SYDNEY NSW

 

Security

Q9701H107

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

24-May-2018

ISIN

AU000000WFD0

Agenda

709249533 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 2 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

 

THAT THE COMPANY’S REMUNERATION REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 BE ADOPTED

 

Management

 

For

 

For

 

3

 

THAT MR MICHAEL GUTMAN OBE IS RE-ELECTED AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

 



 

WESTFIELD CORPORATION, SYDNEY NSW

 

Security

Q9701H107

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

24-May-2018

ISIN

AU000000WFD0

Agenda

709249545 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

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-VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 1 TO 6 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

 

Non-Voting

 

 

 

 

 

CMMT

 

PLEASE NOTE RESOLUTIONS 1 AND 2 ARE FOR WFDT (WFD TRUST)

 

Non-Voting

 

 

 

 

 

1

 

WFDT CONSTITUTION AMENDMENTS

 

Management

 

For

 

For

 

2

 

APPROVAL OF ACQUISITION OF WFDT SCHEME UNITS

 

Management

 

For

 

For

 

CMMT

 

PLEASE NOTE RESOLUTIONS 3 AND 4 ARE FOR WAT (WESTFIELD AMERICA TRUST)

 

Non-Voting

 

 

 

 

 

3

 

WAT CONSTITUTION AMENDMENTS

 

Management

 

For

 

For

 

4

 

APPROVAL OF ACQUISITION OF WAT SCHEME UNITS

 

Management

 

For

 

For

 

CMMT

 

PLEASE NOTE RESOLUTIONS 5 AND 6 ARE FOR WCL (WESTFIELD CORPORATION LIMITED),-WFDT (WFD TRUST) AND WAT (WESTFIELD AMERICA TRUST)

 

Non-Voting

 

 

 

 

 

5

 

TRANSACTION APPROVAL

 

Management

 

For

 

For

 

6

 

DESTAPLING OF WESTFIELD SECURITIES

 

Management

 

For

 

For

 

CMMT

 

PLEASE NOTE THAT RESOLUTIONS 1 TO 6 ARE SUBJECT TO AND CONDITIONAL UPON THE-WCL SHARE SCHEME BECOMING EFFECTIVE. THANK YOU

 

Non-Voting

 

 

 

 

 

 



 

WESTFIELD CORPORATION, SYDNEY NSW

 

Security

Q9701H107

Meeting Type

Scheme Meeting

Ticker Symbol

 

Meeting Date

24-May-2018

ISIN

AU000000WFD0

Agenda

709344989 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

THAT, PURSUANT TO, AND IN ACCORDANCE WITH SECTION 411 OF THE CORPORATIONS ACT 2001 (CTH), THE SCHEME OF ARRANGEMENT PROPOSED TO BE ENTERED INTO BETWEEN WESTFIELD CORPORATION LIMITED AND THE SHAREHOLDERS OF WESTFIELD CORPORATION LIMITED AS CONTAINED IN AND MORE PARTICULARLY DESCRIBED IN THE SECURITYHOLDER BOOKLET ACCOMPANYING THE NOTICE CONVENING THIS MEETING, IS AGREED TO (WITH OR WITHOUT ANY MODIFICATIONS OR CONDITIONS ORDERED BY THE COURT) AND, SUBJECT TO APPROVAL OF THE WCL SHARE SCHEME BY THE COURT, THE WESTFIELD BOARD IS AUTHORISED TO IMPLEMENT THE WCL SHARE SCHEME WITH ANY SUCH MODIFICATIONS OR CONDITIONS

 

Management

 

For

 

For

 

 

NXSTAGE MEDICAL, INC.

 

Security

67072V103

Meeting Type

Annual

Ticker Symbol

NXTM

Meeting Date

24-May-2018

ISIN

US67072V1035

Agenda

934810359 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Jeffrey H. Burbank

 

Management

 

For

 

For

 

1.2

 

Election of Director: Heyward R. Donigan

 

Management

 

For

 

For

 

1.3

 

Election of Director: Robert G. Funari

 

Management

 

For

 

For

 

1.4

 

Election of Director: Daniel A. Giannini

 

Management

 

For

 

For

 

1.5

 

Election of Director: Earl R. Lewis

 

Management

 

For

 

For

 

1.6

 

Election of Director: Jean K. Mixer

 

Management

 

For

 

For

 

1.7

 

Election of Director: Craig W. Moore

 

Management

 

For

 

For

 

1.8

 

Election of Director: Reid S. Perper

 

Management

 

For

 

For

 

1.9

 

Election of Director: James J. Peters

 

Management

 

For

 

For

 

2.

 

Advisory vote on our named executive officers’ compensation.

 

Management

 

For

 

For

 

3.

 

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2018 fiscal year.

 

Management

 

For

 

For

 

 



 

DIRECT ENERGIE, PARIS

 

Security

F26343115

Meeting Type

MIX

Ticker Symbol

 

Meeting Date

29-May-2018

ISIN

FR0004191674

Agenda

709327286 - 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

 

IN CASE AMENDMENTS OR NEW RESOLUTIONS ARE PRESENTED DURING THE MEETING, YOUR-VOTE WILL DEFAULT TO ‘ABSTAIN’. SHARES CAN ALTERNATIVELY BE PASSED TO THE-CHAIRMAN OR A NAMED THIRD PARTY TO VOTE ON ANY SUCH ITEM RAISED. SHOULD YOU-WISH TO PASS CONTROL OF YOUR SHARES IN THIS WAY, PLEASE CONTACT YOUR-BROADRIDGE CLIENT SERVICE REPRESENTATIVE. THANK YOU

 

Non-Voting

 

 

 

 

 

CMMT

 

PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-https://www.journal-officiel.gouv.fr/publications/balo/pdf/2018/0423/20180423 1-801303.pdf

 

Non-Voting

 

 

 

 

 

O.1

 

APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS AND OF THE NON-DEDUCTIBLE EXPENSES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

O.2

 

APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

O.3

 

ALLOCATION OF INCOME FOR THE FINANCIAL YEAR AND SETTING OF THE AMOUNT OF THE DIVIDEND

 

Management

 

For

 

For

 

O.4

 

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

 

Management

 

For

 

For

 

O.5

 

SETTING OF THE AMOUNT OF THE ATTENDANCE FEES TO BE ALLOCATED TO THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

O.6

 

APPROVAL OF THE COMPENSATION ELEMENTS DUE OR AWARDED FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 TO MR. XAVIER CAITUCOLI, CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE COMPANY

 

Management

 

For

 

For

 

O.7

 

APPROVAL OF THE COMPENSATION ELEMENTS DUE OR AWARDED FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 TO MR. SEBASTIEN LOUX, DEPUTY CHIEF EXECUTIVE OFFICER OF THE COMPANY

 

Management

 

For

 

For

 

O.8

 

APPROVAL OF THE COMPENSATION ELEMENTS DUE OR AWARDED FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 TO MR. FABIEN CHONE, DEPUTY CHIEF EXECUTIVE OFFICER OF THE COMPANY

 

Management

 

For

 

For

 

O.9

 

APPROVAL OF THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

 

Management

 

For

 

For

 

O.10

 

APPROVAL OF THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE DEPUTY CHIEF EXECUTIVE OFFICERS

 

Management

 

For

 

For

 

O.11

 

AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO BUY BACK ITS OWN SHARES AS PART OF THE IMPLEMENTATION OF A SHARE BUYBACK PROGRAM

 

Management

 

For

 

For

 

O.12

 

RATIFICATION OF THE APPOINTMENT OF XIRR EUROPE COMPANY AS DIRECTOR

 

Management

 

For

 

For

 

O.13

 

RATIFICATION OF THE APPOINTMENT OF MR. JEAN-MARC BOUCHET, AS CENSOR

 

Management

 

For

 

For

 

O.14

 

RENEWAL OF THE TERM OF OFFICE OF AMS INDUSTRIES COMPANY AS DIRECTOR

 

Management

 

For

 

For

 

O.15

 

RENEWAL OF THE TERM OF OFFICE OF DELOITTE ET ASSOCIES COMPANY AS PRINCIPLE STATUTORY AUDITORS

 

Management

 

For

 

For

 

O.16

 

RENEWAL OF THE TERM OF OFFICE OF BEAS COMPANY AS DEPUTY STATUTORY AUDITOR

 

Management

 

For

 

For

 

E.17

 

DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING COMMON SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY, OF ANY SUBSIDIARY AND/OR ANY OTHER COMPANY, WITH RETENTION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT

 

Management

 

For

 

For

 

E.18

 

DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING COMMON SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY, OF ANY SUBSIDIARY AND/OR ANY OTHER COMPANY, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, IN THE CONTEXT OF A PUBLIC OFFERING

 

Management

 

For

 

For

 

E.19

 

DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING COMMON SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY, OF ANY SUBSIDIARY AND/OR ANY OTHER COMPANY, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, BY PRIVATE PLACEMENT REFERRED TO IN SECTION II OF ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE

 

Management

 

For

 

For

 

E.20

 

SETTING OF THE ISSUE PRICE OF SHARES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL, UP TO A LIMIT OF 10% OF THE CAPITAL PER YEAR, IN THE CONTEXT OF AN INCREASE OF THE SHARE CAPITAL WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT

 

Management

 

For

 

For

 

E.21

 

AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE AMOUNT OF THE INITIAL ISSUE, IN THE EVENT OF ISSUES OF SECURITIES WITH RETENTION OR CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, DECIDED PURSUANT TO THE 19TH TO 20TH RESOLUTIONS

 

Management

 

For

 

For

 

E.22

 

DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING COMMON SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, AS REMUNERATION OF SECURITIES CONTRIBUTED TO THE COMPANY IN THE CONTEXT OF A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY ON THE SECURITIES OF ANOTHER COMPANY

 

Management

 

For

 

For

 

E.23

 

DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL THROUGH THE ISSUE OF COMMON SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE SHARE CAPITAL, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, AS COMPENSATION FOR CONTRIBUTIONS IN KIND TO THE COMPANY

 

Management

 

For

 

For

 

E.24

 

OVERALL LIMITATION OF THE ISSUE AUTHORIZATIONS WITH RETENTION OR CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT

 

Management

 

For

 

For

 

E.25

 

AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL THROUGH THE ISSUANCE OF COMMON SHARES RESERVED FOR EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN OR A GROUP SAVING PLAN WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT OF THESE EMPLOYEES

 

Management

 

For

 

For

 

E.26

 

AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING TREASURY SHARES

 

Management

 

For

 

For

 

E.27

 

DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY CAPITALIZATION OF RESERVES, PROFITS, PREMIUMS OR OTHERS

 

Management

 

For

 

For

 

E.28

 

AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO GRANT SHARE SUBSCRIPTION OPTIONS WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT FOR THE BENEFIT OF EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY OR OF ITS SUBSIDIARIES

 

Management

 

For

 

For

 

E.29

 

AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO ALLOT FREE EXISTING SHARES, OR FREE SHARES TO BE ISSUED, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, FOR THE BENEFIT OF EMPLOYEES AND/OR CORPORATE OFFICERS OF THE COMPANY OR OF ITS SUBSIDIARIES

 

Management

 

For

 

For

 

E.30

 

LONG-TERM INCENTIVE PROGRAM FOR EMPLOYEES AND CORPORATE OFFICERS: CREATION OF PREFERENCE SHARES CONVERTIBLE INTO COMMON SHARES AFTER A PERIOD OF [X] YEARS, SUBJECT TO PERFORMANCE CONDITIONS

 

Management

 

For

 

For

 

E.31

 

AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO GRANT FREE PREFERENCE SHARES OF THE COMPANY FOR THE BENEFIT OF EMPLOYEES AND/OR CORPORATE OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES, RESULTING IN A WAIVER, IPSO JURE, BY THE SHAREHOLDERS TO THEIR PRE-EMPTIVE SUBSCRIPTION RIGHT

 

Management

 

For

 

For

 

E.32

 

POWERS TO CARRY OUT ALL LEGAL FORMALITIES

 

Management

 

For

 

For

 

 



 

TRIBUNE MEDIA COMPANY

 

Security

896047503

Meeting Type

Annual

Ticker Symbol

TRCO

Meeting Date

30-May-2018

ISIN

US8960475031

Agenda

934788273 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Election of Director: Peter M. Kern

 

Management

 

For

 

For

 

2.

 

Advisory vote approving executive compensation.

 

Management

 

For

 

For

 

3.

 

The ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2018 fiscal year.

 

Management

 

For

 

For

 

 

XL GROUP LTD

 

Security

G98294104

Meeting Type

Special

Ticker Symbol

XL

Meeting Date

06-Jun-2018

ISIN

BMG982941046

Agenda

934822001 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the Agreement and Plan of Merger, by and among XL Group Ltd, AXA SA and Camelot Holdings Ltd., the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended, and the merger of Camelot Holdings Ltd. with and into XL Group Ltd (the “merger”).

 

Management

 

For

 

For

 

2.

 

On an advisory (non-binding) basis, to approve the compensation that may be paid or become payable to XL’s named executive officers in connection with the merger.

 

Management

 

For

 

For

 

3.

 

To approve an adjournment of the special general meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient votes to approve Proposal 1 at the special general meeting.

 

Management

 

For

 

For

 

 



 

THE FINISH LINE, INC.

 

Security

317923100

Meeting Type

Special

Ticker Symbol

FINL

Meeting Date

11-Jun-2018

ISIN

US3179231002

Agenda

934826655 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the Agreement and Plan of Merger dated as of March 25, 2018 (the “Merger Agreement”) by and among JD Sports Fashion Plc, a company incorporated under the laws of England and Wales (“JD Sports”), Genesis Merger Sub, Inc., an indirect wholly-owned subsidiary of JD Sports (“Merger Sub”), and The Finish Line, Inc. (“Finish Line”), pursuant to which Merger sub will be merged with and into Finish Line, with Finish Line surviving the merger as an indirect wholly-owned subsidiary of JD Sports.

 

Management

 

For

 

For

 

2.

 

To approve a non-binding advisory proposal to approve the compensation that may become payable to the named executive officers of Finish Line that is based on or otherwise relates to the merger.

 

Management

 

For

 

For

 

3.

 

To approve a proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes present at the Special Meeting in person or by proxy to approve the Merger Agreement.

 

Management

 

For

 

For

 

 

LAYNE CHRISTENSEN COMPANY

 

Security

521050104

Meeting Type

Special

Ticker Symbol

LAYN

Meeting Date

13-Jun-2018

ISIN

US5210501046

Agenda

934829764 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adoption of the Merger Agreement.

 

Management

 

For

 

For

 

2.

 

Approval, on an Advisory Basis, of Certain Compensatory Arrangements with Layne Named Executive Officers.

 

Management

 

For

 

For

 

3.

 

Adjournments of the Special Meeting.

 

Management

 

For

 

For

 

 



 

A. SCHULMAN, INC.

 

Security

808194104

Meeting Type

Special

Ticker Symbol

SHLM

Meeting Date

14-Jun-2018

ISIN

US8081941044

Agenda

934826617 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of February 15, 2018 (the merger agreement), among LyondellBasell Industries N.V., LYB Americas Holdco Inc., and A. Schulman, Inc. (the merger).

 

Management

 

For

 

For

 

2.

 

To approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to the named executive officers of A. Schulman, Inc. in connection with the merger and contemplated by the merger agreement.

 

Management

 

For

 

For

 

3.

 

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

 

 

KAPSTONE PAPER & PACKAGING CORPORATION

 

Security

48562P103

Meeting Type

Annual

Ticker Symbol

KS

Meeting Date

14-Jun-2018

ISIN

US48562P1030

Agenda

934828039 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Jonathan R. Furer

 

Management

 

For

 

For

 

1.2

 

Election of Director: Matthew H. Paull

 

Management

 

For

 

For

 

1.3

 

Election of Director: Maurice S. Reznik

 

Management

 

For

 

For

 

1.4

 

Election of Director: Roger W. Stone

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018.

 

Management

 

For

 

For

 

3.

 

Advisory approval of the Company’s named executive officer compensation.

 

Management

 

For

 

For

 

 



 

ZPG PLC

 

Security

G98930103

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

18-Jun-2018

ISIN

GB00BMHTHT14

Agenda

709543967 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO IMPLEMENT THE SCHEME, AS SET OUT IN THE NOTICE OF GENERAL MEETING, INCLUDING THE AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

 

Management

 

For

 

For

 

 

ZPG PLC

 

Security

G98930103

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

18-Jun-2018

ISIN

GB00BMHTHT14

Agenda

709543979 - 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 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

 

 



 

VERIFONE SYSTEMS, INC.

 

Security

92342Y109

Meeting Type

Special

Ticker Symbol

PAY

Meeting Date

19-Jun-2018

ISIN

US92342Y1091

Agenda

934834929 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of April 9, 2018, by and among VeriFone Systems, Inc. (“the Company”), Vertex Holdco LLC and Vertex Merger Sub LLC.

 

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, including if there are not holders of a sufficient number of shares of the Company’s common stock present or represented by proxy at the special meeting to constitute a quorum.

 

Management

 

For

 

For

 

 



 

ORBOTECH LTD.

 

Security

M75253100

Meeting Type

Annual

Ticker Symbol

ORBK

Meeting Date

21-Jun-2018

ISIN

IL0010823388

Agenda

934838977 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

RE-ELECTION OF DIRECTOR: YOCHAI RICHTER

 

Management

 

For

 

For

 

1b.

 

RE-ELECTION OF DIRECTOR: YEHUDIT BRONICKI

 

Management

 

For

 

For

 

1c.

 

RE-ELECTION OF DIRECTOR: DAN FALK

 

Management

 

For

 

For

 

1d.

 

RE-ELECTION OF DIRECTOR: MIRON KENNETH

 

Management

 

For

 

For

 

1e.

 

RE-ELECTION OF DIRECTOR: JACOB RICHTER

 

Management

 

For

 

For

 

1f.

 

RE-ELECTION OF DIRECTOR: ELIEZER TOKMAN

 

Management

 

For

 

For

 

1g.

 

RE-ELECTION OF DIRECTOR: SHIMON ULLMAN

 

Management

 

For

 

For

 

1h.

 

RE-ELECTION OF DIRECTOR: ARIE WEISBERG

 

Management

 

For

 

For

 

2.

 

RE-ELECTION OF EXTERNAL DIRECTOR: AVNER HERMONI (INCLUDING HIS REMUNERATION AND BENEFITS)

 

Management

 

For

 

For

 

2a.

 

ARE YOU AN INTERESTED PARTY (AS SUCH TERM IS DEFINED IN THE PROXY STATEMENT) WITH RESPECT TO THIS ITEM 2? IF YOU HAVE NOT MARKED “NO” ON THE PROXY THEREBY CONFIRMING THAT YOU ARE NOT AN INTERESTED PARTY WITH RESPECT TO ITEM 2, YOUR VOTE WILL NOT BE COUNTED FOR PURPOSES OF THE EXTERNAL DIRECTOR MAJORITY IF YOU DO NOT VOTE ON THIS ITEM OR VOTE FOR THIS ITEM YOUR VOTE WILL NOT COUNT FOR PROPOSAL 2 YES=FOR, NO=AGAINST

 

Management

 

No Action

 

 

 

3.

 

RE-APPOINTMENT OF KESSELMAN & KESSELMAN AS AUDITORS OF THE COMPANY.

 

Management

 

For

 

For

 

4a.

 

POTENTIAL CASH AND EQUITY-BASED RETENTION INCENTIVES TO: THE CHIEF EXECUTIVE OFFICER OF THE COMPANY

 

Management

 

For

 

For

 

4aa

 

ARE YOU AN INTERESTED PARTY (AS SUCH TERM IS DEFINED IN THE PROXY STATEMENT) WITH RESPECT TO THIS ITEM 4A? IF YOU HAVE NOT MARKED “NO” ON THE PROXY THEREBY CONFIRMING THAT YOU ARE NOT AN INTERESTED PARTY WITH RESPECT TO ITEM 4A, YOUR VOTE WILL NOT BE COUNTED FOR PURPOSES OF THE EXTERNAL DIRECTOR MAJORITY IF YOU DO NOT VOTE ON THIS ITEM OR VOTE FOR THIS ITEM YOUR VOTE WILL NOT COUNT FOR PROPOSAL 4A YES=FOR, NO=AGAINST

 

Management

 

No Action

 

 

 

4b.

 

THE PRESIDENT AND CHIEF OPERATING OFFICER OF THE COMPANY

 

Management

 

For

 

For

 

4bb

 

ARE YOU AN INTERESTED PARTY (AS SUCH TERM IS DEFINED IN THE PROXY STATEMENT) WITH RESPECT TO THIS ITEM 4B? IF YOU HAVE NOT MARKED “NO” ON THE PROXY THEREBY CONFIRMING THAT YOU ARE NOT AN INTERESTED PARTY WITH RESPECT TO ITEM 4B, YOUR VOTE WILL NOT BE COUNTED FOR PURPOSES OF THE EXTERNAL DIRECTOR MAJORITY IF YOU DO NOT VOTE ON THIS ITEM OR VOTE FOR THIS ITEM YOUR VOTE WILL NOT COUNT FOR PROPOSAL 4B YES=FOR, NO=AGAINST

 

Management

 

No Action

 

 

 

5.

 

ACCELERATED VESTING OF ORBOTECH EQUITY AWARDS GRANTED TO THE COMPANY’S DIRECTORS IN CONNECTION WITH THE 2018 ANNUAL GENERAL MEETING

 

Management

 

For

 

For

 

 



 

NXP SEMICONDUCTORS NV.

 

Security

N6596X109

Meeting Type

Annual

Ticker Symbol

NXPI

Meeting Date

22-Jun-2018

ISIN

NL0009538784

Agenda

934843079 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

2-C

 

Adoption of the 2017 statutory annual accounts

 

Management

 

For

 

For

 

2-D

 

Granting discharge to the executive member and non-executive members of the Board of Directors for their responsibilities in the financial year 2017

 

Management

 

For

 

For

 

3-A

 

Proposal to re-appoint Mr. Richard L. Clemmer as executive director

 

Management

 

For

 

For

 

3-B

 

Proposal to re-appoint Sir Peter Bonfield as non-executive director

 

Management

 

For

 

For

 

3-C

 

Proposal to re-appoint Mr. Johannes P. Huth as non-executive director

 

Management

 

For

 

For

 

3-D

 

Proposal to re-appoint Mr. Kenneth A. Goldman as non-executive director

 

Management

 

For

 

For

 

3-E

 

Proposal to re-appoint Mr. Josef Kaeser as non-executive director

 

Management

 

For

 

For

 

3-F

 

Proposal to re-appoint Mr. Eric Meurice as non-executive director

 

Management

 

For

 

For

 

3-G

 

Proposal to re-appoint Mr. Peter Smitham as non-executive director

 

Management

 

For

 

For

 

3-H

 

Proposal to re-appoint Ms. Julie Southern as non-executive director

 

Management

 

For

 

For

 

3-I

 

Proposal to re-appoint Mr. Gregory Summe as non-executive director

 

Management

 

For

 

For

 

4-A

 

Conditional appointment as per Closing of Mr. Steve Mollenkopf as executive director

 

Management

 

For

 

For

 

4-B

 

Conditional appointment as per Closing of Mr. George S. Davis as non-executive director

 

Management

 

For

 

For

 

4-C

 

Conditional appointment as per Closing of Mr. Donald J. Rosenberg as non-executive director

 

Management

 

For

 

For

 

4-D

 

Conditional appointment as per Closing of Mr. Brian Modoff as non-executive director

 

Management

 

For

 

For

 

4-E

 

Conditional appointment as per Closing of Mr. Rob ter Haar as non-executive director

 

Management

 

For

 

For

 

4-F

 

Conditional appointment as per Closing of Prof. Dr. Steven Perrick as non-executive director

 

Management

 

For

 

For

 

5-A

 

Authorization of the Board of Directors to issue shares or grant rights to acquire shares

 

Management

 

For

 

For

 

5-B

 

Authorization of the Board of Directors to restrict or exclude pre-emption rights

 

Management

 

For

 

For

 

6.

 

Authorization of the Board of Directors to repurchase shares in the Company’s capital

 

Management

 

For

 

For

 

7.

 

Authorization to cancel ordinary shares in the Company’s capital

 

Management

 

For

 

For

 

8.

 

Proposal to re-appoint KPMG Accountants N.V. as the Company’s external auditor for fiscal year 2018

 

Management

 

For

 

For

 

 



 

PAPELES Y CARTONES DE EUROPA, S.A.

 

Security

E4611S106

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

27-Jun-2018

ISIN

ES0168561019

Agenda

709544692 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 28 JUNE 2018. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU

 

Non-Voting

 

 

 

 

 

1

 

REVIEW AND APPROVE THE INDIVIDUAL ANNUAL ACCOUNTS AND MANAGEMENT REPORT OF PAPELES Y CARTONES DE EUROPA, S.A. AS WELL AS THE CONSOLIDATED ANNUAL ACCOUNTS AND MANAGEMENT REPORT OF PAPELES Y CARTONES DE EUROPA, S.A. AND ITS AFFILIATED COMPANIES, ALL FOR THE FISCAL YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

2

 

APPROVE THE MANAGEMENT OF THE BOARD OF DIRECTORS FOR THE FISCAL YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

3

 

APPLICATION OF 2017 PROFITS

 

Management

 

For

 

For

 

4

 

REPORT ON THE DIRECTORS REMUNERATION, IN CONFORMITY WITH ARTICLE 541,4 OF THE CAPITAL COMPANIES ACT, TO BE VOTED ON FOR CONSULTATION PURPOSES

 

Management

 

For

 

For

 

5

 

REMUNERATION POLICY

 

Management

 

For

 

For

 

6

 

SET THE REMUNERATION OF THE BOARD

 

Management

 

For

 

For

 

7

 

REAPPOINTMENT OF ERNST AND YOUNG AUDITORES, S.L. AS THE AUDITORS OF THE COMPANY AND ITS CONSOLIDATED GROUP

 

Management

 

For

 

For

 

8.1

 

REAPPOINTMENT OF D. VICENTE GUILARTE GUTIERREZ AS OTHER EXTERNAL DIRECTOR

 

Management

 

For

 

For

 

8.2

 

REAPPOINTMENT OF AGUASAL S.A.U., AS DIRECTOR REPRESENTING SUBSTANTIAL SHAREHOLDERS

 

Management

 

For

 

For

 

8.3

 

SET THE NUMBER OF DIRECTORS. MAINTAIN ONE VACANCY WITHIN THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

9

 

CAPITAL INCREASE FOR A MAXIMUM AMOUNT OF EUR 7,939,026 THROUGH THE ISSUE OF UP TO 3,969,513 SHARES, ASSIGNING 1 NEW FREE SHARE FOR EVERY 25 OLD SHARES AGAINST RETAINED CASH. FULL SUBSCRIPTION NOT REQUIRED. DELEGATE POWERS TO THE BOARD, WITH SUBSTITUTION POWERS ON THE EXECUTIVE COMMITTEE, TO SET THOSE TERMS AND CONDITIONS FOR THE CAPITAL INCREASE THAT ARE NOT ESTABLISHED BY THE GENERAL MEETING, TO TAKE ANY NECESSARY ACTIONS FOR ITS EXECUTION, TO RESTATE ARTICLE 5 OF THE ARTICLES OF ASSOCIATION IN ORDER TO BRING IT INTO LINE WITH THE NEW CORPORATE CAPITAL AMOUNT, AND TO EXECUTE ANY NECESSARY PUBLIC OR PRIVATE INSTRUMENTS RELATED TO THE INCREASE. REQUEST LISTING OF THE NEW SHARES IN THE STOCK EXCHANGES OF MADRID AND BARCELONA, AND THEIR TRADING THROUGH THE STOCK EXCHANGE LINKING SERVICE

 

Management

 

For

 

For

 

10

 

DELEGATE POWERS TO THE BOARD, WITH EXPRESS SUBSTITUTION AUTHORITY ON THE EXECUTIVE COMMITTEE, TO INCREASE THE CORPORATE CAPITAL, AS PROVIDED IN SECTIONS 297.1.B AND 506 OF THE CAPITAL COMPANIES ACT, WITHIN A 5 YEAR PERIOD, ALL AT ONCE OR IN STAGES, UP TO 50 PCT. OF THE CURRENT CORPORATE CAPITAL AMOUNT, WITH POWERS TO EXCLUDE THE PREFERENTIAL SUBSCRIPTION RIGHTS AND RENDERING VOID THE AUTHORITY GRANTED THERETO BY THE GENERAL MEETING OF 24 JUNE 2015

 

Management

 

For

 

For

 

11

 

GRANT TO THE BOARD OF DIRECTORS THE AUTHORITY, WITH EXPRESS SUBSTITUTION POWERS ON THE EXECUTIVE COMMITTEE, TO PROCEED TO THE DERIVATIVE ACQUISITION OF OWN SHARES AND TO AUTHORIZE THE AFFILIATED COMPANIES TO ACQUIRE SHARES OF PAPELES Y CARTONES DE EUROPA, S.A., ALL UNDER THE LIMITS AND REQUIREMENTS OF SECTION 144 AND FOLLOWING SECTIONS OF THE SPANISH CAPITAL COMPANY ACT, RENDERING VOID, FOR THE AMOUNT NOT USED, THE AUTHORITY GRANTED THERETO BY THE GENERAL MEETING OF 24 JUNE 2015

 

Management

 

For

 

For

 

12

 

DELEGATE POWERS TO THE BOARD, WITH SUBSTITUTION AUTHORITY ON THE EXECUTIVE COMMITTEE, TO ISSUE, IN ONE OR SEVERAL INSTALMENTS, BONDS, DEBENTURES AND OTHER SIMILAR FIXED INCOME SECURITIES, INCLUDING COVERED BONDS, PROMISSORY NOTES AND WARRANTS, AS WELL AS DEBT INSTRUMENTS CONVERTIBLE AND OR EXCHANGEABLE FOR COMPANY SHARES. SET THE CRITERIA TO FIX THE BASES AND TYPES OF THE CONVERSION AND, OR EXCHANGE. EXCLUDE THE PREFERENTIAL SUBSCRIPTION RIGHTS, AS THE CASE MAY BE, RENDERING VOID THE AUTHORITY GRANTED THERETO BY THE GENERAL MEETING OF 24 JUNE 2015

 

Management

 

For

 

For

 

13

 

EUR 3,969,512 CAPITAL REDUCTION BY AMORTIZATION OF 1,984,756 OWN SHARES HELD AS TREASURY STOCK, REPRESENTING 2 PCT. OF THE SHARE CAPITAL. DELEGATE POWERS TO THE BOARD, WITH EXPRESS SUBSTITUTION POWERS ON THE EXECUTIVE COMMITTEE, TO SET THE TERMS AND CONDITIONS FOR THE CAPITAL REDUCTION THAT ARE NOT SET BY THE GENERAL MEETING, TO RESTATE ARTICLE 5 OF THE ARTICLES OF ASSOCIATION AND TO SEEK DELISTING AND CANCELLATION OF THE AMORTIZED SHARES, AS WELL AS TO EXECUTE ANY RELATED PUBLIC AND PRIVATE DOCUMENTS

 

Management

 

For

 

For

 

14

 

DELEGATE POWERS TO THE BOARD, WITH SUBSTITUTION AUTHORITY, FOR THE FULL DEVELOPMENT, EXECUTION AND CONSTRUCTION OF THE AGREEMENTS, AND TO FILE THEM WITH THE RELEVANT AUTHORITIES.

 

Management

 

For

 

For

 

15

 

WRITE UP, AS THE CASE MAY BE, THE MINUTES OF THE PROCEEDINGS, BY ANY OF THE METHODS PROVIDED IN SECTION 202 OF THE CAPITAL COMPANIES ACT. OTHERWISE, APPLY THE PROVISIONS IN SECTION 203 OF THE SAME ACT

 

Management

 

For

 

For

 

CMMT

 

28 MAY 2018: PLEASE NOTE THAT SHAREHOLDERS HOLDING LESS THAN “50” SHARES-(MINIMUM AMOUNT TO ATTEND THE MEETING) MAY GRANT A PROXY TO ANOTHER-SHAREHOLDER ENTITLED TO LEGAL ASSISTANCE OR GROUP THEM TO REACH AT LEAST THAT-NUMBER, GIVING REPRESENTATION TO A SHAREHOLDER OF THE GROUPED OR OTHER-PERSONAL SHAREHOLDER ENTITLED TO ATTEND THE MEETING. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

28 MAY 2018: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF 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

 

 

 

 

 

 



 

THE ARBITRAGE EVENT-DRIVEN FUND

 

Investment Company Report

 

PANERA BREAD COMPANY

 

Security

69840W108

Meeting Type

Special

Ticker Symbol

PNRA

Meeting Date

11-Jul-2017

ISIN

US69840W1080

Agenda

934645029 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 4, 2017, BY AND AMONG PANERA BREAD COMPANY, JAB HOLDINGS B.V., RYE PARENT CORP., AND RYE MERGER SUB, 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

 

 

FORTRESS INVESTMENT GROUP LLC

 

Security

34958B106

Meeting Type

Special

Ticker Symbol

FIG

Meeting Date

12-Jul-2017

ISIN

US34958B1061

Agenda

934649457 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

THE PROPOSAL TO ADOPT THE MERGER AGREEMENT, THEREBY APPROVING THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND THE MERGER.

 

Management

 

For

 

For

 

2.

 

THE PROPOSAL TO APPROVE ANY POSTPONEMENTS OF THE SPECIAL MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IF THERE ARE HOLDERS OF AN INSUFFICIENT NUMBER OF CLASS A SHARES AND CLASS B SHARES PRESENT OR REPRESENTED BY PROXY AT THE SPECIAL MEETING TO CONSTITUTE A QUORUM AT THE SPECIAL MEETING.

 

Management

 

For

 

For

 

3.

 

THE PROPOSAL TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

 

Management

 

For

 

For

 

 

THE FINISH LINE, INC.

 

Security

317923100

Meeting Type

Annual

Ticker Symbol

FINL

Meeting Date

13-Jul-2017

ISIN

US3179231002

Agenda

934639103 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1                 GLENN S. LYON

 

 

 

For

 

For

 

 

 

2                 TORRENCE BOONE

 

 

 

For

 

For

 

 

 

3                 WILLIAM P. CARMICHAEL

 

 

 

For

 

For

 

2.

 

TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY’S FISCAL YEAR ENDING MARCH 3, 2018.

 

Management

 

For

 

For

 

3.

 

TO APPROVE A NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

4.

 

TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE FREQUENCY OF THE SHAREHOLDER VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

Management

 

1 Year

 

For

 

 

DIGITALGLOBE, INC.

 

Security

25389M877

Meeting Type

Special

Ticker Symbol

DGI

Meeting Date

27-Jul-2017

ISIN

US25389M8771

Agenda

934653773 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 24, 2017, BY AND AMONG DIGITALGLOBE, INC., MACDONALD, DETTWILER AND ASSOCIATES LTD., SSL MDA HOLDINGS, INC., AND MERLIN MERGER SUB, INC.

 

Management

 

For

 

For

 

2.

 

APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, CERTAIN SPECIFIED COMPENSATION THAT WILL OR MAY BE PAID BY DIGITALGLOBE, INC. TO ITS NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

 



 

MACDONALD, DETTWILER AND ASSOCIATES LTD.

 

Security

554282103

Meeting Type

Annual and Special Meeting

Ticker Symbol

MDDWF

Meeting Date

27-Jul-2017

ISIN

CA5542821031

Agenda

934655296 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

01

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1                 ROBERT L. PHILLIPS

 

 

 

For

 

For

 

 

 

2                 HOWARD L. LANCE

 

 

 

For

 

For

 

 

 

3                 BRIAN G. KENNING

 

 

 

For

 

For

 

 

 

4                 DENNIS H. CHOOKASZIAN

 

 

 

For

 

For

 

 

 

5                 ERIC J. ZAHLER

 

 

 

For

 

For

 

 

 

6                 LORI B. GARVER

 

 

 

For

 

For

 

 

 

7                 JOANNE O. ISHAM

 

 

 

For

 

For

 

 

 

8                 C. ROBERT KEHLER

 

 

 

For

 

For

 

02

 

APPOINTMENT OF KPMG LLP AS AUDITORS OF MACDONALD, DETTWILER AND ASSOCIATES LTD. (“MDA”) FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS OF MDA TO FIX THEIR REMUNERATION.

 

Management

 

For

 

For

 

03

 

ACCEPT THE NON-BINDING ADVISORY RESOLUTION ON MDA’S APPROACH TO EXECUTIVE COMPENSATION, AS DISCLOSED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR DATED JUNE 21, 2017 (THE “MANAGEMENT PROXY CIRCULAR”).

 

Management

 

For

 

For

 

04

 

ACCEPT THE RESOLUTION ON APPROVAL OF THE 2017 LONG-TERM INCENTIVE PLAN OF MDA AND THE RESERVATION OF COMMON SHARES FOR ISSUE THEREUNDER, AS DISCLOSED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.

 

Management

 

For

 

For

 

05

 

ACCEPT THE RESOLUTION ON APPROVAL OF THE OMNIBUS EQUITY INCENTIVE PLAN OF MDA AND THE RESERVATION OF COMMON SHARES FOR ISSUE THEREUNDER, AS DISCLOSED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.

 

Management

 

For

 

For

 

06

 

ACCEPT THE ORDINARY RESOLUTION ON THE APPROVAL OF THE ISSUE OF COMMON SHARES PURSUANT TO THE MERGER AGREEMENT (AS DEFINED IN THE MANAGEMENT PROXY CIRCULAR), AS DISCLOSED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.

 

Management

 

For

 

For

 

7A

 

ELECTION OF DIGITALGLOBE DESIGNEES AS DIRECTORS HOWELL M. ESTES III

 

Management

 

For

 

For

 

7B

 

L. ROGER MASON, JR.

 

Management

 

For

 

For

 

7C

 

NICK S. CYPRUS

 

Management

 

For

 

For

 

 

C. R. BARD, INC.

 

Security

067383109

Meeting Type

Special

Ticker Symbol

BCR

Meeting Date

08-Aug-2017

ISIN

US0673831097

Agenda

934656363 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 23, 2017, AS IT MAY BE AMENDED FROM TIME TO TIME (THE “MERGER AGREEMENT”), BY AND AMONG C. R. BARD, INC., A NEW JERSEY CORPORATION (THE “COMPANY”), BECTON, DICKINSON AND COMPANY, A NEW JERSEY CORPORATION, AND LAMBDA CORP., A NEW JERSEY CORPORATION AND WHOLLY OWNED SUBSIDIARY OF BECTON, DICKINSON AND COMPANY.

 

Management

 

For

 

For

 

2.

 

TO APPROVE BY ADVISORY (NON-BINDING) VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR THE COMPANY’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 SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT.

 

Management

 

For

 

For

 

 



 

CA, INC.

 

Security

12673P105

Meeting Type

Annual

Ticker Symbol

CA

Meeting Date

09-Aug-2017

ISIN

US12673P1057

Agenda

934653052 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

ELECTION OF DIRECTOR: JENS ALDER

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: RAYMOND J. BROMARK

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: MICHAEL P. GREGOIRE

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: ROHIT KAPOOR

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: JEFFREY G. KATZ

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: KAY KOPLOVITZ

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: CHRISTOPHER B. LOFGREN

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: RICHARD SULPIZIO

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: LAURA S. UNGER

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: ARTHUR F. WEINBACH

 

Management

 

For

 

For

 

1K.

 

ELECTION OF DIRECTOR: RENATO (RON) ZAMBONINI

 

Management

 

For

 

For

 

2.

 

TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2018.

 

Management

 

For

 

For

 

3.

 

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

4.

 

TO VOTE, ON AN ADVISORY BASIS, ON THE FREQUENCY OF FUTURE VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

 

Management

 

1 Year

 

For

 

5.

 

TO APPROVE AN AMENDMENT TO INCREASE THE NUMBER OF AUTHORIZED SHARES ISSUABLE UNDER THE CA, INC. 2012 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS.

 

Management

 

For

 

For

 

 

WHOLE FOODS MARKET, INC.

 

Security

966837106

Meeting Type

Special

Ticker Symbol

WFM

Meeting Date

23-Aug-2017

ISIN

US9668371068

Agenda

934662328 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER (THE “MERGER AGREEMENT”), DATED AS OF JUNE 15, 2017, BY AND AMONG AMAZON.COM, INC., WALNUT MERGER SUB, INC. (“MERGER SUB”) AND WHOLE FOODS MARKET, INC. (THE “COMPANY”), PURSUANT TO WHICH MERGER SUB WILL MERGE WITH AND INTO THE COMPANY (THE “MERGER”), WITH THE COMPANY SURVIVING THE MERGER.

 

Management

 

For

 

For

 

2.

 

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.

 

PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO SET THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK AT 600 MILLION.

 

Management

 

For

 

For

 

4.

 

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 APPROVE THE MERGER AGREEMENT OR IN THE ABSENCE OF A QUORUM.

 

Management

 

For

 

For