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Arbitrage Funds

Filed: 6 Aug 19, 11:58am

 

 

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, 2018 - June 30, 2019

 

 

 


 

Item 1 — Proxy Voting Record.

 


 

THE ARBITRAGE FUND

 

Investment Company Report

 

MITEL NETWORKS CORPORATION

 

Security

60671Q104

Meeting Type

Special

Ticker Symbol

MITL

Meeting Date

10-Jul-2018

ISIN

CA60671Q1046

Agenda

934847534 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

To consider, pursuant to an interim order of the Ontario Superior Court of Justice, dated as of June 7, 2018 and, if deemed advisable, to pass, with or without variation, a special resolution (the “arrangement resolution”) to approve an arrangement (the “arrangement”) under section 192 of the Canada Business Corporations Act pursuant to the Arrangement Agreement, dated as of April 23, 2018, among Mitel, MLN AcquisitionCo ULC (“Purchaser”), a British Columbia unlimited liability company and MLN TopCo Ltd., a Cayman Islands exempted company, to effect among other things, the acquisition by Purchaser of all of the outstanding common shares of the Company in exchange for $11.15 cash (less any applicable withholding taxes) per common share.

 

Management

 

For

 

For

 

2

 

To consider and vote on a proposal to approve, by non- binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the arrangement.

 

Management

 

For

 

For

 

3

 

To approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the arrangement resolution.

 

Management

 

For

 

For

 

 


 

NEX GROUP PLC

 

Security

G6528A100

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

11-Jul-2018

ISIN

GB00BZ02MH16

Agenda

709616051 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

RECEIVE THE ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2018

 

Management

 

For

 

For

 

2

 

DECLARE A FINAL DIVIDEND OF 7.65P PER ORDINARY SHARE

 

Management

 

For

 

For

 

3

 

RE-ELECT CHARLES GREGSON AS A DIRECTOR

 

Management

 

For

 

For

 

4

 

RE-ELECT MICHAEL SPENCER AS A DIRECTOR

 

Management

 

For

 

For

 

5

 

RE-ELECT KEN PIGAGA AS A DIRECTOR

 

Management

 

For

 

For

 

6

 

RE-ELECT SAMANTHA WREN AS A DIRECTOR

 

Management

 

For

 

For

 

7

 

RE-ELECT JOHN SIEVWRIGHT AS A DIRECTOR

 

Management

 

For

 

For

 

8

 

RE-ELECT ANNA EWING AS A DIRECTOR

 

Management

 

For

 

For

 

9

 

RE-ELECT IVAN RITOSSA AS A DIRECTOR

 

Management

 

For

 

For

 

10

 

RE-ELECT ROBERT STANDING AS A DIRECTOR

 

Management

 

For

 

For

 

11

 

RE-APPOINT DELOITTE LLP AS AUDITOR OF THE COMPANY

 

Management

 

For

 

For

 

12

 

AUTHORISE THE AUDIT COMMITTEE TO SET THE REMUNERATION OF THE AUDITOR OF THE COMPANY

 

Management

 

For

 

For

 

13

 

APPROVE THE REMUNERATION REPORT

 

Management

 

For

 

For

 

14

 

APPROVE THE DIRECTORS’ REMUNERATION POLICY

 

Management

 

For

 

For

 

15

 

AUTHORISE THE DIRECTORS TO ALLOT SHARES

 

Management

 

For

 

For

 

16

 

AUTHORISE THE DIRECTORS TO DISAPPLY PRE- EMPTION RIGHTS

 

Management

 

For

 

For

 

17

 

AUTHORISE THE DIRECTORS TO FURTHER DISAPPLY PRE-EMPTION RIGHTS IN RELATION TO ACQUISITIONS AND SPECIFIED CAPITAL INVESTMENTS

 

Management

 

For

 

For

 

18

 

AUTHORISE THE COMPANY TO MAKE MARKET PURCHASES OF THE COMPANY’S SHARES

 

Management

 

For

 

For

 

 

ORBOTECH LTD.

 

Security

M75253100

Meeting Type

Special

Ticker Symbol

ORBK

Meeting Date

12-Jul-2018

ISIN

IL0010823388

Agenda

934849843 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE AND ADOPT (I) THE AGREEMENT AND PLAN OF MERGER DATED MARCH 18, 2018, AS AMENDED (THE “MERGER AGREEMENT”), AMONG KLA-TENCOR CORPORATION (“KLA-TENCOR”), TIBURON MERGER SUB TECHNOLOGIES LTD. (“MERGER SUB”) AND THE COMPANY; (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 THE PROVISIONS OF SECTIONS 314-327 OF THE ISRAELI COMPANIES LAW, 1999 AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

 

Management

 

For

 

For

 

1a.

 

Are you KLA-Tencor, Merger Sub, or a KLA Related Person (as such term is defined in the Proxy Statement) with respect to the item listed above? If you have not marked “NO” on the proxy (or in your electronic submission), thereby confirming you are not KLA-Tencor, Merger Sub, or a KLA Related Person, your vote will not be counted for purposes of the Merger Majority (as such term is defined in the Proxy Statement). Mark “for” = yes or “against” = no.

 

Management

 

No Action

 

 

 

 


 

FINANCIAL ENGINES, INC.

 

Security

317485100

Meeting Type

Special

Ticker Symbol

FNGN

Meeting Date

16-Jul-2018

ISIN

US3174851002

Agenda

934846188 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of April 29, 2018 (“merger agreement”), by and among Financial Engines, Inc. (“Company”), Edelman Financial, L.P. (“Parent”), and Flashdance Merger Sub, Inc. (“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

 

 

RSP PERMIAN INC

 

Security

74978Q105

Meeting Type

Special

Ticker Symbol

RSPP

Meeting Date

17-Jul-2018

ISIN

US74978Q1058

Agenda

934846683 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated March 27, 2018, among RSP Permian, Inc., Concho Resources Inc. and Green Merger Sub Inc. (as it may be amended from time to time, the “Merger Agreement”).

 

Management

 

For

 

For

 

2.

 

To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to RSP Permian, Inc.’s named executive officers that is based on or otherwise relates to the Merger Agreement.

 

Management

 

For

 

For

 

 


 

ABAXIS, INC.

 

Security

002567105

Meeting Type

Special

Ticker Symbol

ABAX

Meeting Date

31-Jul-2018

ISIN

US0025671050

Agenda

934854147 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the Agreement and Plan of Merger, dated as of May 15, 2018, by and among Zoetis Inc., Zeus Merger Sub, Inc., an indirect wholly-owned subsidiary of Zoetis, Inc., and Abaxis, Inc., as it may be amended from time to time (the “merger agreement”), the merger contemplated by the merger agreement, and principal terms thereof (the “merger agreement proposal”).

 

Management

 

Against

 

Against

 

2.

 

To approve, on an advisory basis, the merger-related compensation for Abaxis’ named executive officers.

 

Management

 

Against

 

Against

 

3.

 

To vote to adjourn the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional proxies to vote in favor of merger agreement proposal.

 

Management

 

For

 

For

 

 

ARIZONA MINING INC.

 

Security

040521106

Meeting Type

Special

Ticker Symbol

WLDVF

Meeting Date

02-Aug-2018

ISIN

CA0405211065

Agenda

934856406 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

To consider, pursuant to an interim order of the British Columbia Supreme Court 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 management information circular, approving a statutory plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which South32 North America Projects ULC, a wholly- owned subsidiary of South32 Limited, will acquire all of the issued and outstanding common shares of Arizona Mining Inc.

 

Management

 

For

 

For

 

 

GRAMERCY PROPERTY TRUST

 

Security

385002308

Meeting Type

Special

Ticker Symbol

GPT

Meeting Date

09-Aug-2018

ISIN

US3850023082

Agenda

934854515 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the merger of Gramercy Property Trust with and into BRE Glacier L.P., and the other transactions contemplated by the Agreement and Plan of Merger, among Gramercy Property Trust, GPT Operating Partnership LP, BRE Glacier Parent L.P., BRE Glacier L.P. and BRE Glacier Acquisition L.P., as described in the Proxy Statement.

 

Management

 

For

 

For

 

2.

 

To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger, as more particularly described in the Proxy Statement.

 

Management

 

For

 

For

 

3.

 

To approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger and the other transactions contemplated by the merger agreement.

 

Management

 

For

 

For

 

 


 

DCT INDUSTRIAL TRUST INC.

 

Security

233153204

Meeting Type

Special

Ticker Symbol

DCT

Meeting Date

20-Aug-2018

ISIN

US2331532042

Agenda

934858284 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the merger of DCT Industrial Trust Inc. with and into Prologis, Inc., with Prologis, Inc. surviving the merger (the “company merger”), on the terms and conditions set forth in the Agreement and Plan of Merger, dated as of April 29, 2018, as may be amended from time to time, by and among Prologis, Inc., Prologis, L.P., DCT Industrial Trust Inc. and DCT Industrial Operating Partnership LP (the “merger agreement”).

 

Management

 

For

 

For

 

2.

 

To approve a non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of DCT Industrial Trust Inc. in connection with the mergers and transactions contemplated under the merger agreement.

 

Management

 

For

 

For

 

3.

 

To approve one or more adjournments of the special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the company merger on the terms and conditions set forth in the merger agreement.

 

Management

 

For

 

For

 

 


 

COTIVITI HOLDINGS, INC.

 

Security

22164K101

Meeting Type

Special

Ticker Symbol

COTV

Meeting Date

24-Aug-2018

ISIN

US22164K1016

Agenda

934861356 - 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, “Merger Agreement”), by and among Cotiviti Holdings, Inc., Verscend Technologies, Inc. and Rey Merger Sub, Inc., a wholly owned subsidiary of Verscend Technologies, Inc., and approve transactions contemplated thereby, including the merger of Rey Merger Sub, Inc. with and into Cotiviti Holdings, Inc. (the “Merger”), with Cotiviti Holdings, Inc. continuing as the surviving corporation and a wholly owned subsidiary of Verscend Technologies, Inc. (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 Cotiviti Holdings, Inc. in connection with the Merger

 

Management

 

For

 

For

 

3.

 

To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting.

 

Management

 

For

 

For

 

 

KLX INC.

 

Security

482539103

Meeting Type

Special

Ticker Symbol

KLXI

Meeting Date

24-Aug-2018

ISIN

US4825391034

Agenda

934862651 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of April 30, 2018, as amended on June 1, 2018, and as it may be further amended from time to time, by and among The Boeing Company (“Boeing”), Kelly Merger Sub, Inc. (“Merger Sub”) and KLX Inc. (“KLX”).

 

Management

 

For

 

For

 

2.

 

To approve, on a non-binding, advisory basis, certain compensation that will or may be paid by KLX to its named executive officers in connection with the merger of Merger Sub with and into KLX (the “merger”), with KLX surviving the merger as a wholly owned subsidiary of Boeing.

 

Management

 

For

 

For

 

3.

 

To approve an adjournment of the special meeting from time to time, if necessary or appropriate, for the purpose of soliciting additional votes in favor of Proposal 1 if there are not sufficient votes at the time of the special meeting to approve Proposal 1.

 

Management

 

For

 

For

 

 


 

ILG INC

 

Security

44967H101

Meeting Type

Special

Ticker Symbol

ILG

Meeting Date

28-Aug-2018

ISIN

US44967H1014

Agenda

934861952 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the transactions contemplated by the Agreement and Plan of Merger, dated as of April 30, 2018 (the “merger agreement”), by and among ILG, Marriott Vacations Worldwide Corporation, a Delaware corporation (“MVW”), Ignite Holdco, Inc., a wholly-owned direct subsidiary of ILG (“Holdco”), Ignite Holdco Subsidiary, Inc., a wholly-owned direct subsidiary of Holdco (“Ignite Merger Sub”), Volt Merger Sub, Inc., a wholly-owned direct subsidiary of MVW (“Volt Corporate Merger Sub”), (the “combination transactions”).

 

Management

 

For

 

For

 

2.

 

To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to ILG’s named executive officers in connection with the combination transactions.

 

Management

 

For

 

For

 

3.

 

To adjourn the ILG Special Meeting, if necessary or appropriate, to solicit additional proxies.

 

Management

 

For

 

For

 

 

VECTREN CORPORATION

 

Security

92240G101

Meeting Type

Special

Ticker Symbol

VVC

Meeting Date

28-Aug-2018

ISIN

US92240G1013

Agenda

934858791 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approve the Agreement and Plan of Merger, dated as of April 21, 2018, by and among Vectren Corporation, CenterPoint Energy, Inc. and Pacer Merger Sub, Inc., a wholly owned subsidiary of CenterPoint Energy, Inc., and the transactions contemplated thereby, including the merger of Pacer Merger Sub, Inc. with and into Vectren Corporation.

 

Management

 

For

 

For

 

2.

 

Approve a non-binding advisory proposal approving the compensation of the named executive officers that will or may become payable in connection with the merger.

 

Management

 

For

 

For

 

3.

 

Approve any motion to adjourn the Special Meeting, if necessary.

 

Management

 

For

 

For

 

 


 

RADISYS CORPORATION

 

Security

750459109

Meeting Type

Special

Ticker Symbol

RSYS

Meeting Date

05-Sep-2018

ISIN

US7504591097

Agenda

934868033 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the Agreement and Plan of Merger, dated as of June 29, 2018, by and among Radisys Corporation, Reliance Industries Limited and Integrated Cloud Orchestration (ICO), Inc., as it may be amended from time to time (the “Merger Agreement”), and approve the transactions contemplated thereby.

 

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 the Merger Agreement and approve the transactions contemplated thereby at the time of the Special Meeting.

 

Management

 

For

 

For

 

3.

 

To approve, by nonbinding, advisory vote, certain compensation that may or will become payable to Radisys Corporation’s named executive officers by Radisys Corporation in connection with the Merger.

 

Management

 

For

 

For

 

 

KAPSTONE PAPER & PACKAGING CORPORATION

 

Security

48562P103

Meeting Type

Special

Ticker Symbol

KS

Meeting Date

06-Sep-2018

ISIN

US48562P1030

Agenda

934863906 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adoption of the Agreement and Plan of Merger, dated as of January 28, 2018, as it may be amended from time to time, among the Company, WestRock Company, Whiskey Holdco, Inc., Whiskey Merger Sub, Inc. and Kola Merger Sub, Inc. (the “merger proposal”).

 

Management

 

For

 

For

 

2.

 

Adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger proposal.

 

Management

 

For

 

For

 

3.

 

Non-binding advisory approval of the compensation and benefits that may be paid, become payable or be provided to the Company’s named executive officers in connection with the mergers.

 

Management

 

For

 

For

 

 


 

LASALLE HOTEL PROPERTIES

 

Security

517942108

Meeting Type

Contested-Special

Ticker Symbol

LHO

Meeting Date

06-Sep-2018

ISIN

US5179421087

Agenda

934862865 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the merger of LaSalle Hotel Properties with and into BRE Landmark L.P. and the other transactions contemplated by the Agreement and Plan of Merger, dated as of May 20, 2018 and as it may be amended from time to time, among LaSalle Hotel Properties, LaSalle Hotel Operating Partnership, L.P., BRE Landmark Parent L.P., BRE Landmark L.P. and BRE Landmark Acquisition L.P., as more particularly described in the Proxy Statement.

 

Management

 

For

 

For

 

2.

 

To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to LaSalle Hotel Properties’ named executive officers that is based on or otherwise relates to the merger, as more particularly described in the Proxy Statement.

 

Management

 

For

 

For

 

3.

 

To approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger and the other transactions contemplated by the merger agreement.

 

Management

 

For

 

For

 

 

LASALLE HOTEL PROPERTIES

 

Security

517942108

Meeting Type

Contested-Special

Ticker Symbol

LHO

Meeting Date

06-Sep-2018

ISIN

US5179421087

Agenda

934862877 - Opposition

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the merger of LaSalle Hotel Properties with and into BRE Landmark L.P. and the other transactions contemplated by the Agreement and Plan of Merger, dated as of May 20, 2018 and as may be amended from time to time, among LaSalle Hotel Properties, LaSalle Hotel Operating Partnership, L.P., BRE Landmark Parent L.P., BRE Landmark L.P. and BRE Landmark Acquisition L.P.

 

Management

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

To approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the merger and the other transactions contemplated by the merger agreement.

 

Management

 

For

 

For

 

 


 

XERIUM TECHNOLOGIES, INC.

 

Security

98416J118

Meeting Type

Special

Ticker Symbol

XRM

Meeting Date

06-Sep-2018

ISIN

US98416J1189

Agenda

934866469 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt Agreement & Plan of Merger, as it may be amended time to time, by & among Xerium Technologies, Inc., Andritz AG & XYZ Merger Sub, Inc., & approve transactions contemplated thereby, including merger of XYZ Merger Sub, Inc. with & into Xerium Tech., Inc., with Xerium Tech., Inc. continuing as surviving corp. & an indirect wholly owned subsidiary of Andritz AG.

 

Management

 

For

 

For

 

2.

 

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 Agreement and Plan of Merger and approve the transactions contemplated thereby.

 

Management

 

For

 

For

 

3.

 

To approve, by a non-binding advisory vote, the compensation arrangements disclosed in the accompanying proxy statement that may be payable to Xerium Technologies, Inc.’s named executive officers in connection with the completion of the merger.

 

Management

 

For

 

For

 

 

ENVISION HEALTHCARE CORPORATION

 

Security

29414D100

Meeting Type

Annual

Ticker Symbol

EVHC

Meeting Date

11-Sep-2018

ISIN

US29414D1000

Agenda

934868374 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of June 10, 2018 (as it may be amended from time to time, the “merger agreement”), by and among Envision Healthcare Corporation, a Delaware corporation (“Envision” or the “Company”), Enterprise Parent Holdings Inc., a Delaware corporation (“Parent”) and Enterprise Merger Sub Inc., an indirect wholly owned subsidiary of Parent (the “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 Envision’s named executive officers in connection with the merger.

 

Management

 

For

 

For

 

3.

 

To approve the adjournment of the annual meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

 

Management

 

For

 

For

 

4A.

 

Election of Class II Director: John T. Gawaluck

 

Management

 

For

 

For

 

4B.

 

Election of Class II Director: Joey A. Jacobs

 

Management

 

For

 

For

 

4C.

 

Election of Class II Director: Kevin P. Lavender

 

Management

 

For

 

For

 

4D.

 

Election of Class II Director: Leonard M. Riggs, Jr., M.D.

 

Management

 

For

 

For

 

5.

 

To amend Envision’s Second Amended and Restated Certificate of Incorporation, dated December 1, 2016 to declassify the Board of Directors and to eliminate the Series A-1 Mandatory Convertible Preferred Stock.

 

Management

 

For

 

For

 

6.

 

To approve, on an advisory (non-binding) basis, of the compensation of Envision’s named executive officers.

 

Management

 

For

 

For

 

7.

 

To ratify the appointment of Deloitte & Touche LLP as Envision Healthcare Corporation’s independent registered public accounting firm for the year ending December 31, 2018.

 

Management

 

For

 

For

 

 


 

CA, INC.

 

Security

12673P105

Meeting Type

Special

Ticker Symbol

CA

Meeting Date

12-Sep-2018

ISIN

US12673P1057

Agenda

934868451 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of July 11, 2018, as it may be amended from time to time, by and among CA, Inc., Broadcom Inc. and Collie Acquisition Corp. (the “merger agreement”).

 

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 at the time of the special meeting to approve the proposal to adopt the merger agreement.

 

Management

 

For

 

For

 

3.

 

To approve, on an advisory (non-binding) basis, specified compensation that will or may become payable to the named executive officers of CA, Inc. in connection with the merger.

 

Management

 

For

 

For

 

 

EDUCATION REALTY TRUST, INC.

 

Security

28140H203

Meeting Type

Special

Ticker Symbol

EDR

Meeting Date

14-Sep-2018

ISIN

US28140H2031

Agenda

934868893 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve merger of Education Realty Trust, Inc. with & into GSHGIF REIT, an affiliate of Greystar Real Estate Partners, LLC (“REIT merger”), pursuant to Agreement & Plan of Merger (“merger agreement”), among Education Realty Trust, Inc., Education Realty Operating Partnership, LP, Education Realty OP GP, Inc., University Towers Operating Partnership, LP, University Towers OP GP, LLC & certain other affiliates of Greystar Real Estate Partners, LLC, as it may amended from time to time (“merger 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 Education Realty Trust, Inc. that is based on or otherwise relates to the mergers contemplated by the merger agreement (the “merger related compensation proposal”).

 

Management

 

For

 

For

 

3.

 

To approve any adjournment of the special meeting to a later date or time, if necessary or appropriate, including for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the special meeting to approve the REIT merger (the “adjournment proposal”).

 

Management

 

For

 

For

 

 


 

MB FINANCIAL, INC.

 

Security

55264U108

Meeting Type

Special

Ticker Symbol

MBFI

Meeting Date

18-Sep-2018

ISIN

US55264U1088

Agenda

934865366 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

A proposal (the “common stockholder merger proposal”) to approve the merger of MB Financial, Inc. (“MB Financial”) with a subsidiary of Fifth Third Bancorp (“Fifth Third”) pursuant to the Agreement and Plan of Merger, dated as of May 20, 2018 (as such agreement may from time to time be amended), by and among Fifth Third, Fifth Third Financial Corporation (“Intermediary”) and MB Financial.

 

Management

 

Against

 

Against

 

2.

 

A proposal (the “charter amendment proposal”) to approve an amendment to the charter of MB Financial and the articles supplementary to the charter of MB Financial relating to the MB Financial preferred stock that would give the holders of MB Financial preferred stock the right to vote with the holders of MB Financial common stock as a single class on all matters submitted to a vote of such common stockholders

 

Management

 

Against

 

Against

 

3.

 

A proposal to approve, on a non-binding, advisory basis, the compensation to be paid to MB Financial’s named executive officers that is based on or otherwise relates to the merger.

 

Management

 

Against

 

Against

 

4.

 

A proposal to approve one or more adjournments of the Meeting, if necessary or appropriate to permit further solicitation of proxies from the holders of MB Financial common stock in favor of the common stockholder merger proposal and/or the charter amendment proposal.

 

Management

 

For

 

For

 

 


 

RENT-A-CENTER, INC.

 

Security

76009N100

Meeting Type

Special

Ticker Symbol

RCII

Meeting Date

18-Sep-2018

ISIN

US76009N1000

Agenda

934869542 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt and approve (a) Agreement and Plan of Merger, dated as of June 17, 2018, as it may be amended from time to time, by and among Rent-A-Center, Inc., Vintage Rodeo Parent, LLC and Vintage Rodeo Acquisition, Inc. (the “merger agreement”), and (b) the transactions contemplated by the merger agreement, including, without limitation, the merger (“merger proposal”).

 

Management

 

Against

 

Against

 

2.

 

To approve, on a non-binding, advisory basis, specified compensation that may become payable by Rent-A- Center, Inc. to its named executive officers in connection with the merger.

 

Management

 

Against

 

Against

 

3.

 

To approve one or more adjournments of the special meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the merger proposal at the time of the special meeting or any adjournment or postponement of the special meeting.

 

Management

 

For

 

For

 

 

STATE BANK FINANCIAL CORPORATION

 

Security

856190103

Meeting Type

Special

Ticker Symbol

STBZ

Meeting Date

18-Sep-2018

ISIN

US8561901039

Agenda

934862853 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Proposal to approve the Agreement and Plan of Merger, dated as of May 11, 2018, as it may be amended from time to time, by and between State Bank Financial Corporation (“State Bank”) and Cadence Bancorporation (“Cadence”), pursuant to which State Bank will merge with and into Cadence (the “merger proposal”).

 

Management

 

For

 

For

 

2.

 

Proposal to approve on a non-binding, advisory basis the compensation that may be paid or become payable to the named executive officers of State Bank that is based on or otherwise relates to the merger.

 

Management

 

For

 

For

 

3.

 

Proposal to approve one or more adjournments of the State Bank special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the merger proposal.

 

Management

 

For

 

For

 

 


 

ANDEAVOR

 

Security

03349M105

Meeting Type

Special

Ticker Symbol

ANDV

Meeting Date

24-Sep-2018

ISIN

US03349M1053

Agenda

934865948 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of April 29, 2018, among Andeavor, Marathon Petroleum Corporation, Mahi Inc. and Mahi LLC, as such agreement may be amended from time to time, which is referred to as the merger agreement.

 

Management

 

For

 

For

 

2.

 

To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Andeavor’s named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement.

 

Management

 

For

 

For

 

3.

 

To adjourn the special meeting, if reasonably necessary to provide stockholders with any required supplement or amendment to the joint proxy statement/prospectus or to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve Proposal 1

 

Management

 

For

 

For

 

 

ENERCARE INC.

 

Security

29269C207

Meeting Type

Special

Ticker Symbol

CSUWF

Meeting Date

24-Sep-2018

ISIN

CA29269C2076

Agenda

934871218 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

To approve, with or without variation, a special resolution, the full text of which is set forth in Appendix A to the accompanying management information circular of Enercare Inc. (the “Circular”), approving a statutory plan of arrangement under section 192 of the Canada Business Corporations Act, all as more particularly described in the Circular.

 

Management

 

For

 

For

 

 

JOHN LAING INFRASTRUCTURE FUND LTD.

 

Security

G5146X104

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

24-Sep-2018

ISIN

GG00B4ZWPH08

Agenda

709906222 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

THAT THE SCHEME BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS, A PRINT OF WHICH HAS BEEN PRODUCED TO THIS MEETING AND, FOR THE PURPOSES OF IDENTIFICATION SIGNED BY THE CHAIRMAN HEREOF, IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION APPROVED OR IMPOSED BY THE COURT, BE APPROVED

 

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

 

 

 

 

 

 


 

JOHN LAING INFRASTRUCTURE FUND LTD.

 

Security

G5146X104

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

24-Sep-2018

ISIN

GG00B4ZWPH08

Agenda

709906234 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

THAT: 1. THE DIRECTORS OF THE COMPANY BE AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY, DESIRABLE OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND 2. WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF INCORPORATION OF THE COMPANY BE AND ARE HEREBY AMENDED BY THE ADOPTION AND INCLUSION OF THE NEW ARTICLE 55, AS SET OUT IN THE NOTICE OF THE EGM

 

Management

 

For

 

For

 

 

FIRST CONNECTICUT BANCORP, INC.

 

Security

319850103

Meeting Type

Special

Ticker Symbol

FBNK

Meeting Date

25-Sep-2018

ISIN

US3198501039

Agenda

934870773 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

The approval of the Agreement and Plan of Merger, dated as of June 18, 2018, by and between First Connecticut Bancorp, Inc. (“First Connecticut”) and People’s United Financial, Inc. and the transactions contemplated thereby (the “merger proposal”).

 

Management

 

For

 

For

 

2.

 

The approval, on a non-binding, advisory basis, of the compensation that certain executive officers of First Connecticut may receive that is based on or otherwise relates to the merger.

 

Management

 

For

 

For

 

3.

 

The approval of one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal.

 

Management

 

For

 

For

 

 


 

AV HOMES, INC.

 

Security

00234P102

Meeting Type

Special

Ticker Symbol

AVHI

Meeting Date

26-Sep-2018

ISIN

US00234P1021

Agenda

934872676 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger (“merger agreement”), by and among AV Homes, Inc. (“AV Homes”), Taylor Morrison Home Corporation (“Taylor Morrison”) and Thor Merger Sub, Inc. (“Merger Sub”), pursuant to which Merger Sub will merge with and into AV Homes with AV Homes continuing as surviving entity and a subsidiary of Taylor Morrison (the “merger”).

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory (non-binding) basis, certain compensation that may become payable to the named executive officers of AV Homes in connection with the merger.

 

Management

 

For

 

For

 

3.

 

To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

 

Management

 

For

 

For

 

 

USG CORPORATION

 

Security

903293405

Meeting Type

Special

Ticker Symbol

USG

Meeting Date

26-Sep-2018

ISIN

US9032934054

Agenda

934871713 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adopt the Agreement and Plan of Merger, dated June 10, 2018 (“merger agreement”), among USG Corporation (“Company”), Gebr. Knauf KG (“Knauf”) and World Cup Acquisition Corporation, a wholly-owned subsidiary of Knauf (“Merger Sub”), pursuant to which Merger Sub will merge into Company (“merger”) with Company continuing as a wholly-owned subsidiary of Knauf.

 

Management

 

For

 

For

 

2.

 

To approve, on a non-binding, advisory basis, the compensation payments that will or may be paid or become payable to the Company’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 will or may be paid or become payable.

 

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

 

 


 

COBIZ FINANCIAL INC.

 

Security

190897108

Meeting Type

Special

Ticker Symbol

COBZ

Meeting Date

27-Sep-2018

ISIN

US1908971088

Agenda

934869934 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Merger Proposal. The approval of the Agreement and Plan of Merger by and among CoBiz Financial Inc, BOK Financial Corporation and BOKF Merger Corporation Number Sixteen.

 

Management

 

For

 

For

 

2.

 

Compensation Proposal. An advisory (nonbinding) shareholder approval of executive compensation that certain executive officers of CoBiz Financial Inc. may receive that is based on or otherwise relates to the merger.

 

Management

 

For

 

For

 

3.

 

Adjournment Proposal. The approval of one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal.

 

Management

 

For

 

For

 

 

SYNTEL, INC.

 

Security

87162H103

Meeting Type

Special

Ticker Symbol

SYNT

Meeting Date

01-Oct-2018

ISIN

US87162H1032

Agenda

934873147 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

To approve the Agreement and Plan Merger, dated as of July 20, 2018, by and among Syntel, Inc., Atos S.E. and Green Merger Sub Inc.

 

Management

 

For

 

For

 

2

 

To approve, by a non-binding advisory vote, certain compensation arrangements for Syntel, Inc.’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 Syntel, Inc.’s common stock present or represented by proxy at the special meeting to constitute a quorum.

 

Management

 

For

 

For

 

 


 

CONVERGYS CORPORATION

 

Security

212485106

Meeting Type

Special

Ticker Symbol

CVG

Meeting Date

03-Oct-2018

ISIN

US2124851062

Agenda

934875266 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, as amended, by and among Convergys, SYNNEX, Delta Merger Sub I, Inc. and Concentrix CVG Corp.

 

Management

 

For

 

For

 

2.

 

To approve the adjournment of the Convergys special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Convergys special meeting or any adjournment or postponement thereof.

 

Management

 

For

 

For

 

3.

 

To approve, on an advisory (non-binding) basis, compensation that will or may be paid or provided by Convergys to its named executive officers in connection with the mergers.

 

Management

 

For

 

For

 

 

ESURE GROUP PLC

 

Security

G3205Z110

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

03-Oct-2018

ISIN

GB00B8KJH563

Agenda

709920804 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

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

 

Management

 

For

 

For

 

CMMT

 

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

 

Non-Voting

 

 

 

 

 

 


 

ESURE GROUP PLC

 

Security

G3205Z110

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

03-Oct-2018

ISIN

GB00B8KJH563

Agenda

709920816 - 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

 

2

 

TO APPROVE THE ROLLOVER ARRANGEMENTS, AS SUMMARISED IN PART I (LETTER FROM THE CHAIRMAN OF THE COMMITTEE OF INDEPENDENT DIRECTORS) OF THE SCHEME DOCUMENT, IN OR SUBSTANTIALLY IN, SUCH FORM FOR THE PURPOSES OF RULE 16 OF THE CODE, NOTWITHSTANDING THAT SUCH ARRANGEMENTS ARE NOT EXTENDED TO ALL SHAREHOLDERS OF THE COMPANY

 

Management

 

For

 

For

 

 

SODASTREAM INTERNATIONAL LTD

 

Security

M9068E105

Meeting Type

Special

Ticker Symbol

SODA

Meeting Date

09-Oct-2018

ISIN

IL0011213001

Agenda

934878717 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approval of the proposed acquisition of the Company by PepsiCo Ventures B.V. (“Buyer”), a wholly-owned subsidiary of PepsiCo, Inc. (“PepsiCo”), including the approval of: (i) the Agreement and Plan of Merger, dated as of August 20, 2018 (as it may be amended from time to time, the “merger agreement”), pursuant to which Saturn Merger Sub Ltd., a direct wholly-owned subsidiary of Buyer (“Merger Sub”), will merge with and into the Company, so that the Company will be the surviving company and will become a direct wholly-owned subsidiary of Buyer (the “merger”).

 

Management

 

For

 

For

 

1A.

 

The undersigned confirms that he, she or it is not (i) PepsiCo, Buyer, Merger Sub or any person or entity holding, directly or indirectly, 25% or more of the voting power or the right to appoint the chief executive officer or 25% or more of the directors of PepsiCo, Buyer or Merger Sub; (ii) a person or entity acting on behalf of PepsiCo, Buyer, Merger Sub or a person or entity described in clause (i) above; or (iii) a family member of, or an entity controlled by, PepsiCo, Buyer. MARK “FOR” = “YES” OR “AGAINST” = “NO”.

 

Management

 

For

 

For

 

 


 

WEB.COM GROUP, INC.

 

Security

94733A104

Meeting Type

Special

Ticker Symbol

WEB

Meeting Date

10-Oct-2018

ISIN

US94733A1043

Agenda

934875672 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To vote for the adoption of the Amended and Restated Agreement and Plan of Merger, dated as of August 5, 2018, by and among Parker Private Holdings II, LLC (Parent), Parker Private Merger Sub, Inc. and Web.com Group, Inc., and approve the transactions contemplated thereby, including the merger of Parker Private Merger Sub, Inc., with Web.com Group, Inc. (the “Merger”), with Web.com Group, Inc. continuing as the surviving corporation and wholly-owned subsidiary of Parent (the “Merger Proposal”).

 

Management

 

For

 

For

 

2.

 

Approve, on an advisory basis, compensation that may be paid or become payable to Web.com’s named executive officers, in connection with the Merger.

 

Management

 

For

 

For

 

3.

 

Approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal.

 

Management

 

For

 

For

 

 

PERRY ELLIS INTERNATIONAL, INC.

 

Security

288853104

Meeting Type

Special

Ticker Symbol

PERY

Meeting Date

18-Oct-2018

ISIN

US2888531041

Agenda

934877222 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of June 15, 2018, by and among Perry Ellis International, Inc., Feldenkreis Holdings LLC, and GF Merger Sub, Inc.

 

Management

 

Against

 

Against

 

2.

 

To approve, on an advisory (non-binding) basis, the “golden parachute compensation.”

 

Management

 

Against

 

Against

 

3.

 

To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies.

 

Management

 

Against

 

Against

 

 


 

SUPERVALU INC.

 

Security

868536301

Meeting Type

Special

Ticker Symbol

SVU

Meeting Date

18-Oct-2018

ISIN

US8685363017

Agenda

934879872 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Adopt the Agreement and Plan of Merger, (as it may be amended from time to time, the “merger agreement”), by and among SUPERVALU INC., a Delaware corp. (“SUPERVALU,” or “Company”), SUPERVALU Enterprises, Inc., a Delaware corp. and a wholly owned subsidiary of SUPERVALU, United Natural Foods, Inc., a Delaware corp. and Jedi Merger Sub, Inc., a Delaware corp. and a wholly owned subsidiary of UNFI (“Merger Sub”), pursuant to Merger Sub will be merged with & into Company(“merger”), with Company surviving merger as a wholly owned subsidiary of UNFI.

 

Management

 

Abstain

 

Against

 

2

 

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

 

Management

 

Abstain

 

Against

 

3

 

A proposal to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

 

Management

 

Abstain

 

Against

 

 

PINNACLE FOODS INC.

 

Security

72348P104

Meeting Type

Special

Ticker Symbol

PF

Meeting Date

23-Oct-2018

ISIN

US72348P1049

Agenda

934878995 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adopt the Agreement and Plan of Merger, dated as of June 26, 2018, as it may be amended from time to time (the “merger agreement”), by and among Pinnacle Foods Inc., a Delaware corporation, Conagra Brands Inc., a Delaware corporation, and Patriot Merger Sub Inc., a Delaware corporation.

 

Management

 

For

 

For

 

2.

 

Approve, on a non-binding, advisory basis, the compensation that may be paid or may become payable to Pinnacle Foods Inc.’s named executive officers in connection with, or following, the closing of the merger contemplated by the merger agreement.

 

Management

 

For

 

For

 

3.

 

Approve adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement at the time of the Special Meeting.

 

Management

 

For

 

For

 

 


 

LIFEPOINT HEALTH, INC.

 

Security

53219L109

Meeting Type

Special

Ticker Symbol

LPNT

Meeting Date

29-Oct-2018

ISIN

US53219L1098

Agenda

934883352 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of July 22, 2018, as it may be amended from time to time, by and among LifePoint Health, Inc., RegionalCare Hospital Partners Holdings, Inc. (D/B/A RCCH HealthCare Partners) and Legend Merger Sub, Inc.

 

Management

 

For

 

For

 

2.

 

To approve one or more adjournments 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 LifePoint Health, Inc.’s named executive officers in connection with the consummation of the merger.

 

Management

 

For

 

For

 

 

ENBRIDGE INCOME FUND HOLDINGS INC.

 

Security

29251R105

Meeting Type

Special

Ticker Symbol

EBGUF

Meeting Date

06-Nov-2018

ISIN

CA29251R1055

Agenda

934886942 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

A special resolution, the full text of which is set forth in Appendix A to the Management Information Circular of Enbridge Income Fund Holdings Inc. dated October 3, 2018 (the “Information Circular”), approving, with or without variation, an arrangement involving Enbridge Income Fund Holdings Inc., Enbridge Inc. and the Shareholders of Enbridge Income Fund Holdings Inc. under section 193 of the Business Corporations Act (Alberta), all as more particularly described in the Information Circular.

 

Management

 

For

 

For

 

 


 

JARDINE LLOYD THOMPSON GROUP PLC

 

Security

G55440104

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

07-Nov-2018

ISIN

GB0005203376

Agenda

710050523 - 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 (AS AMENDED) (THE “SCHEME”) BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS

 

Management

 

For

 

For

 

 

JARDINE LLOYD THOMPSON GROUP PLC

 

Security

G55440104

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

07-Nov-2018

ISIN

GB0005203376

Agenda

710050535 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO GIVE EFFECT TO THE SCHEME, INCLUDING AUTHORISING THE DIRECTORS OF THE COMPANY (OR A DULY AUTHORISED COMMITTEE OF THE DIRECTORS) TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT, AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY, AS SET OUT IN THE NOTICE OF GENERAL MEETING

 

Management

 

For

 

For

 

 

K2M GROUP HOLDINGS, INC.

 

Security

48273J107

Meeting Type

Special

Ticker Symbol

KTWO

Meeting Date

07-Nov-2018

ISIN

US48273J1079

Agenda

934886334 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adoption of the Agreement and Plan of Merger, dated as of August 29, 2018 (as it may be amended from time to time), by and among Stryker Corporation, Austin Merger Sub Corp. (“Merger Sub”) and K2M Group Holdings, Inc. (“K2M”) and approval of the transactions contemplated thereby, including the merger of Merger Sub with and into K2M (the “merger proposal”).

 

Management

 

For

 

For

 

2.

 

Approval, on a non-binding advisory basis, of certain compensation that will or may be paid by K2M to its named executive officers that is based on or otherwise relates to the merger of Merger Sub with and into K2M (the “named executive officer merger-related compensation proposal”).

 

Management

 

For

 

For

 

3.

 

Approval of the adjournment of the special meeting of K2M stockholders to a later date or dates, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the merger proposal if there are insufficient votes to approve the merger proposal at the time of the special meeting (the “adjournment proposal”).

 

Management

 

For

 

For

 

 


 

THE DUN & BRADSTREET CORPORATION

 

Security

26483E100

Meeting Type

Special

Ticker Symbol

DNB

Meeting Date

07-Nov-2018

ISIN

US26483E1001

Agenda

934884607 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adopt the Agreement and Plan of Merger, dated as of August 8, 2018, among The Dun & Bradstreet Corporation, Star Parent, L.P. and Star Merger Sub, Inc. (as may be amended from time to time, the “merger agreement”).

 

Management

 

For

 

For

 

2.

 

Approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to The Dun & Bradstreet Corporation’s named executive officers in connection with the merger.

 

Management

 

For

 

For

 

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

 

 

KMG CHEMICALS, INC.

 

Security

482564101

Meeting Type

Special

Ticker Symbol

KMG

Meeting Date

13-Nov-2018

ISIN

US4825641016

Agenda

934886904 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Proposal to approve and adopt the Agreement and Plan of Merger, dated as of August 14, 2018, as it may be amended from time to time, by and among KMG Chemicals, Inc., Cabot Microelectronics Corporation and Cobalt Merger Sub Corporation (the “Agreement and Plan of Merger”).

 

Management

 

For

 

For

 

2.

 

Proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the Agreement and Plan of Merger if there are insufficient votes to approve the proposal to approve the Agreement and Plan of Merger at the time of the special meeting or any adjournment or postponement thereof.

 

Management

 

For

 

For

 

3.

 

Proposal to approve by non-binding, advisory vote, certain compensation arrangements for KMG’s named executive officers in connection with the merger contemplated by the Agreement and Plan of Merger.

 

Management

 

For

 

For

 

 


 

FOREST CITY REALTY TRUST, INC.

 

Security

345605109

Meeting Type

Special

Ticker Symbol

FCEA

Meeting Date

15-Nov-2018

ISIN

US3456051099

Agenda

934889568 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Forest City Realty Trust, Inc. and the other transactions contemplated by the Agreement and Plan of Merger, and as it may be amended from time to time, among Forest City Realty Trust, Inc., Antlia Holdings LLC and Antlia Merger Sub Inc., as more particularly described in the Proxy Statement.

 

Management

 

For

 

For

 

2.

 

To approve, by a non-binding, advisory vote, certain compensation arrangements for Forest City Realty Trust, Inc.’s named executive officers in connection with the merger, as more particularly described in the Proxy Statement.

 

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 proposal 1, as more particularly described in the Proxy Statement.

 

Management

 

For

 

For

 

 

GREEN BANCORP INC.

 

Security

39260X100

Meeting Type

Special

Ticker Symbol

GNBC

Meeting Date

15-Nov-2018

ISIN

US39260X1000

Agenda

934889520 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Green Merger Proposal: Approval of the Agreement and Plan of Reorganization, dated July 23, 2018, by and among Veritex Holdings, Inc. (“Veritex”), MustMS, Inc., a wholly owned subsidiary of Veritex, and Green Bancorp, Inc.

 

Management

 

For

 

For

 

2.

 

Adjournment: Approval of the adjournment of the Green Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Green merger proposal.

 

Management

 

For

 

For

 

 


 

THE NAVIGATORS GROUP, INC.

 

Security

638904102

Meeting Type

Special

Ticker Symbol

NAVG

Meeting Date

16-Nov-2018

ISIN

US6389041020

Agenda

934889013 - 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, by and among The Navigators Group, Inc. (the “Company”), The Hartford Financial Services Group, Inc. (“Parent”), and Renato Acquisition Co., a direct wholly owned subsidiary of Parent (“Merger Sub”), with the Company surviving as a wholly owned subsidiary of Parent.

 

Management

 

For

 

For

 

2.

 

To consider and vote on a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger.

 

Management

 

For

 

For

 

3.

 

To consider and vote on a 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

 

 

MAZOR ROBOTICS LTD.

 

Security

57886P103

Meeting Type

Special

Ticker Symbol

MZOR

Meeting Date

19-Nov-2018

ISIN

US57886P1030

Agenda

934892856 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approval (pursuant to Section 320 of the ICL) of: (i) the merger of Belinom Ltd. (“Merger Sub”) (an entity wholly owned by Given Imaging Ltd., Oridion Medical 1987 Ltd., Oridion Systems Ltd., Covidien Israel Holdings Ltd. (collectively and individually, “Parent”)) with and into Mazor, pursuant to Sections 314 through 327 of the ICL, following which Merger Sub will cease to exist and Mazor will become collectively wholly owned by Parent and Covidien Group S.a.r.l (“CovLux”) ...(Due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

1A.

 

The undersigned is Parent, Merger Sub or any person or entity holding at least 25% of the means of control of either Parent or Merger Sub, or any person or entity acting on behalf of either Parent or Merger Sub or any family member of, or entity controlled by, any of the foregoing (a “Medtronic affiliated party”). Check the box “NO” to confirm that you are not a Medtronic affiliated party. Otherwise, check the box “YES” if you are a Medtronic affiliated party. (THIS ITEM MUST BE COMPLETED) MARK FOR = YES or AGAINST = NO

 

Management

 

Against

 

For

 

1B.

 

The undersigned is a controlling shareholder of Mazor or has a personal interest in the approval of the Merger Proposal. Check the box “NO” to confirm that you are not a controlling shareholder of Mazor and do not have a personal interest in the approval of the Merger Proposal. Otherwise, check the box “YES” if you are a controlling shareholder of Mazor or have a personal interest in the approval of the Merger Proposal. (THIS ITEM MUST BE COMPLETED) MARK FOR = YES or AGAINST = NO

 

Management

 

Against

 

For

 

 


 

ZOE’S KITCHEN, INC.

 

Security

98979J109

Meeting Type

Special

Ticker Symbol

ZOES

Meeting Date

20-Nov-2018

ISIN

US98979J1097

Agenda

934888655 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger (“Merger Agreement”), by and among the Company, Cava Group, Inc., a Delaware corporation (“Parent”), and Pita Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and any novation thereof in accordance with its terms, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), (the “Merger Proposal”).

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of the Company in connection with the Merger.

 

Management

 

For

 

For

 

3.

 

To approve one or more adjournments of the Special Meeting to a later date or dates, 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 of the Special Meeting to approve the Merger Proposal.

 

Management

 

For

 

For

 

 

ZOE’S KITCHEN, INC.

 

Security

98979J109

Meeting Type

Special

Ticker Symbol

ZOES

Meeting Date

20-Nov-2018

ISIN

US98979J1097

Agenda

934893961 - 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, the “Merger Agreement”), dated as of August 16, 2018, by and among the Company, Cava Group, Inc., a Delaware corporation (“Parent”), and Pita Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and any novation thereof in accordance with its terms, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of the Company in connection with the Merger.

 

Management

 

For

 

For

 

3.

 

To approve one or more adjournments of the Special Meeting to a later date or dates, 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 of the Special Meeting to approve the Merger Proposal.

 

Management

 

For

 

For

 

 


 

ENERGEN CORPORATION

 

Security

29265N108

Meeting Type

Special

Ticker Symbol

EGN

Meeting Date

27-Nov-2018

ISIN

US29265N1081

Agenda

934894002 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the Agreement and Plan of Merger, dated August 14, 2018, by and among Diamondback Energy, Inc., Sidewinder Merger Sub Inc. and Energen Corporation (as it may be amended from time to time, the “Merger Agreement”)

 

Management

 

For

 

For

 

2.

 

To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Energen Corporation’s named executive officers that is based on or otherwise relates to the merger contemplated by the Merger Agreement

 

Management

 

For

 

For

 

 

FCB FINANCIAL HOLDINGS, INC.

 

Security

30255G103

Meeting Type

Special

Ticker Symbol

FCB

Meeting Date

29-Nov-2018

ISIN

US30255G1031

Agenda

934896121 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Merger Proposal: To adopt the Agreement and Plan of Merger, dated as of July 23, 2018, as it may be amended from time to time, by and among Synovus Financial Corp. (“Synovus”), Azalea Merger Sub Corp., a wholly-owned subsidiary of Synovus, and FCB Financial Holdings, Inc. (“FCB”) and the transactions contemplated thereby.

 

Management

 

For

 

For

 

2.

 

Compensation Proposal: To approve, on a non-binding, advisory basis, the compensation to be paid to FCB’s named executive officers that is based on or otherwise relates to the merger.

 

Management

 

For

 

For

 

3.

 

Adjournment Proposal: To approve the adjournment of the FCB special meeting, if necessary or appropriate to permit further solicitation of proxies in favor of the merger proposal.

 

Management

 

For

 

For

 

 


 

OCEAN RIG UDW INC

 

Security

G66964118

Meeting Type

Special

Ticker Symbol

ORIG

Meeting Date

29-Nov-2018

ISIN

KYG669641188

Agenda

934891412 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approval of a special resolution pursuant to the Cayman Islands Companies Law (2018 Revision) of the laws of the Cayman Islands and the Second Amended and Restated Memorandum and Articles of Association (the “Articles”) of Ocean Rig UDW Inc. (“Ocean rig”) to approve the merger agreement, dated as of September 3, 2018 (the “Merger Agreement”), by and among Ocean Rig, Transocean Ltd. (“Transocean”), Transocean Oceanus Holdings Limited, and Transocean Oceanus Limited (“Merger Sub”), and the transactions contemplated thereby.

 

Management

 

For

 

For

 

2.

 

Approval of adjournments of the Ocean Rig Extraordinary General Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Merger Agreement.

 

Management

 

For

 

For

 

1a.

 

Election to be a Drag-Along Seller (as defined in the Articles) and to authorize the officers of Transocean to take all such actions to effect the transactions contemplated by the Merger Agreement as a Drag-Along Sale (as defined in the Articles) in accordance with Article 6.2.2 of the Articles, to the extent permitted thereunder and Transocean determines it is advisable to pursue a Drag-Along Sale, provided that in all cases the Merger Agreement has not been terminated in accordance with its terms.

 

Management

 

For

 

For

 

 

SHIRE PLC

 

Security

82481R106

Meeting Type

Special

Ticker Symbol

SHPG

Meeting Date

05-Dec-2018

ISIN

US82481R1068

Agenda

934899622 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the Scheme of Arrangement.

 

Management

 

For

 

For

 

2.

 

Special Resolution: THAT for the purpose of giving effect to the Scheme of Arrangement: (1) the Board of Directors of the Company (the “Board”) be authorized to take all such action as they may consider necessary or appropriate for carrying the Scheme of Arrangement into effect, (2) the articles of association of the Company be amended by the adoption and inclusion of a new Article 154 and (3) conditional upon and with effect from the sanctioning of the Scheme of Arrangement ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

 


 

SONIC CORP.

 

Security

835451105

Meeting Type

Special

Ticker Symbol

SONC

Meeting Date

06-Dec-2018

ISIN

US8354511052

Agenda

934897755 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of September 24, 2018 (the merger agreement), among Inspire Brands, Inc., SSK Merger Sub, Inc., and Sonic Corp. (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 Sonic Corp. in connection with the merger and contemplated by the merger agreement.

 

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 merger agreement.

 

Management

 

For

 

For

 

 

ASPEN INSURANCE HOLDINGS LIMITED

 

Security

G05384105

Meeting Type

Special

Ticker Symbol

AHL

Meeting Date

10-Dec-2018

ISIN

BMG053841059

Agenda

934898389 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve an amendment to Aspen’s bye-laws to reduce the shareholder vote required to approve a merger with any third party from the affirmative vote of at least 66% of the voting power of the shares entitled to vote at a meeting of the shareholders to a simple majority of the votes cast at a meeting of the shareholders.

 

Management

 

For

 

For

 

2.

 

To approve the merger agreement, the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended, and the merger.

 

Management

 

For

 

For

 

3.

 

To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Aspen’s named executive officers in connection with the merger, as described in the proxy statement.

 

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 Proposals 1 or 2 at the special general meeting.

 

Management

 

For

 

For

 

 


 

SPECTRA ENERGY PARTNERS, LP

 

Security

84756N109

Meeting Type

Consent

Ticker Symbol

SEP

Meeting Date

13-Dec-2018

ISIN

US84756N1090

Agenda

934901390 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approval of merger of Autumn Acquisition Sub, LLC, a Delaware limited liability company & an indirect wholly-owned subsidiary of Enbridge Inc., with & into Spectra Energy Partners, LP (SEP), with SEP continuing as surviving entity & an indirect wholly-owned subsidiary of Enbridge, & approval of Agreement & Plan of Merger, as such agreement may be amended from time to time, entered into by & among SEP, Spectra Energy Partners (DE) GP, LP, Enbridge, Enbridge (U.S.) Inc., Merger Sub and, solely for purposes of Article I, Article II & Article XI therein.

 

Management

 

For

 

For

 

 

SSGA FUNDS

 

Security

857492706

Meeting Type

Special

Ticker Symbol

GVMXX

Meeting Date

18-Dec-2018

ISIN

US8574927062

Agenda

934897123 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

2.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

John R. Costantino

 

 

 

For

 

For

 

 

 

2

Michael A. Jessee

 

 

 

For

 

For

 

 

 

3

Ellen M. Needham

 

 

 

For

 

For

 

 

 

4

Donna M. Rapaccioli

 

 

 

For

 

For

 

 

XO GROUP INC.

 

Security

983772104

Meeting Type

Special

Ticker Symbol

XOXO

Meeting Date

18-Dec-2018

ISIN

US9837721045

Agenda

934903938 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Proposal to adopt the Agreement and Plan of Merger (the “merger agreement”), dated as of September 24, 2018, by and among WeddingWire, Inc., Wedelia Merger Sub, Corp. (“Merger Sub”), and XO Group Inc. (the “Company”), pursuant to which Merger Sub will be merged 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 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

 

 


 

ENDOCYTE INC

 

Security

29269A102

Meeting Type

Special

Ticker Symbol

ECYT

Meeting Date

20-Dec-2018

ISIN

US29269A1025

Agenda

934904714 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of October 17, 2018 (as it may be amended from time to time, the “merger agreement”), by and among Novartis AG, Edinburgh Merger Corporation (“Merger Sub”) and Endocyte, Inc., pursuant to which Merger Sub will be merged with and into Endocyte, Inc., with Endocyte, Inc. continuing as a wholly owned subsidiary of Novartis AG (the “merger”).

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Endocyte Inc.’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.

 

Management

 

For

 

For

 

 

HORTONWORKS, INC.

 

Security

440894103

Meeting Type

Special

Ticker Symbol

HDP

Meeting Date

28-Dec-2018

ISIN

US4408941031

Agenda

934909396 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger and Reorganization, dated as of October 3, 2018 (which we refer to as the merger agreement),by and among Hortonworks, Cloudera, Inc. and Surf Merger Corporation, and approve the transactions contemplated by the merger agreement.

 

Management

 

For

 

For

 

2.

 

To approve the adjournment of the Hortonworks special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement and approve the transactions contemplated by the merger agreement.

 

Management

 

For

 

For

 

 


 

APPTIO, INC.

 

Security

03835C108

Meeting Type

Special

Ticker Symbol

APTI

Meeting Date

08-Jan-2019

ISIN

US03835C1080

Agenda

934912862 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of November 9, 2018, by and among Apptio, Inc., Bellevue Parent, LLC and Bellevue Merger Sub, Inc. (the “merger agreement”).

 

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 at the time of the Special Meeting to approve the proposal to adopt the merger agreement.

 

Management

 

For

 

For

 

 

IMPERVA INC

 

Security

45321L100

Meeting Type

Special

Ticker Symbol

IMPV

Meeting Date

08-Jan-2019

ISIN

US45321L1008

Agenda

934912711 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”), DATED OCTOBER 10, 2018, BY AND AMONG IMPERIAL PURCHASER, LLC, IMPERIAL MERGER SUB, INC. AND IMPERVA, INC.

 

Management

 

For

 

For

 

2.

 

PROPOSAL TO APPROVE THE NON-BINDING ADVISORY RESOLUTION RELATING TO NAMED EXECUTIVE OFFICER COMPENSATION BASED ON OR OTHERWISE RELATING TO THE MERGER

 

Management

 

For

 

For

 

3.

 

ADJOURN THE MEETING TO A LATER DATE OR TIME, IF THE BOARD 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 REPRESENTED BY PROXY AT THE TIME OF THE MEETING, OR TO GIVE HOLDERS OF COMMON STOCK ADDITIONAL TIME TO EVALUATE NEW MATERIAL INFORMATION OR DISCLOSURE

 

Management

 

For

 

For

 

 


 

BOJANGLES’, INC.

 

Security

097488100

Meeting Type

Special

Ticker Symbol

BOJA

Meeting Date

10-Jan-2019

ISIN

US0974881007

Agenda

934912723 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of November 5, 2018 (the “merger agreement”), by and among Walker Parent, Inc., Walker Merger Sub, Inc., and Bojangles’, Inc.

 

Management

 

For

 

For

 

2.

 

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 merger agreement.

 

Management

 

For

 

For

 

 

ELECTRO SCIENTIFIC INDUSTRIES, INC.

 

Security

285229100

Meeting Type

Special

Ticker Symbol

ESIO

Meeting Date

10-Jan-2019

ISIN

US2852291002

Agenda

934912280 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the Agreement and Plan of Merger dated October 29, 2018, among Electro Scientific Industries, Inc. (the “Company”), MKS Instruments, Inc., a Massachusetts corporation (“MKS”) and EAS Equipment, Inc., a Delaware corporation and a wholly owned subsidiary of MKS (“Merger Sub”), as it may be amended from time to time (the “Merger Agreement”) and the transactions contemplated thereby.

 

Management

 

For

 

For

 

2.

 

To approve any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement and the transactions contemplated thereby at the time of the Special Meeting.

 

Management

 

For

 

For

 

3.

 

To approve, by non-binding, advisory vote, certain compensation that will or may become payable by ESI to its named executive officers in connection with the transactions contemplated by the Merger Agreement.

 

Management

 

For

 

For

 

 


 

ENGILITY HOLDINGS, INC.

 

Security

29286C107

Meeting Type

Special

Ticker Symbol

EGL

Meeting Date

11-Jan-2019

ISIN

US29286C1071

Agenda

934910286 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve and adopt the Agreement and Plan of Merger, dated as of September 9, 2018, by and among Engility Holdings, Inc., Science Applications International Corporation, and Raptors Merger Sub, Inc., as such agreement may be amended from time to time, and approve the merger contemplated thereby (the “Merger Proposal”).

 

Management

 

For

 

For

 

2.

 

To approve the adjournment from time to time of the Engility special meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal.

 

Management

 

For

 

For

 

3.

 

To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Engility’s named executive officers in connection with the completion of the merger.

 

Management

 

For

 

For

 

 

ACCESS NATIONAL CORPORATION

 

Security

004337101

Meeting Type

Special

Ticker Symbol

ANCX

Meeting Date

15-Jan-2019

ISIN

US0043371014

Agenda

934914955 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approve the Agreement and Plan of Reorganization, dated as of October 4, 2018, including the related Plan of Merger, by and between Union Bankshares Corporation (“Union”) and Access National Corporation (“Access”), as amended, pursuant to which, among other things, Access will merge with and into Union (the “merger”) and, following the merger.

 

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 Access in connection with the merger.

 

Management

 

For

 

For

 

3.

 

Proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of Proposal 1.

 

Management

 

For

 

For

 

 

INTEGRATED DEVICE TECHNOLOGY, INC.

 

Security

458118106

Meeting Type

Special

Ticker Symbol

IDTI

Meeting Date

15-Jan-2019

ISIN

US4581181066

Agenda

934912038 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, by and between Renesas Electronics Corporation, a Japanese corporation (“Parent”), and Integrated Device Technology, Inc., a Delaware corporation (the “Company”), Chapter Two Company, which was formed following the date of the Merger Agreement as a Delaware corporation and a direct wholly-owned subsidiary of Parent.

 

Management

 

For

 

For

 

2.

 

To approve an 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 adopt the Merger Agreement at the time of the Special Meeting.

 

Management

 

For

 

For

 

3.

 

To approve, on a non-binding, advisory basis, compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.

 

Management

 

For

 

For

 

 


 

RED HAT, INC.

 

Security

756577102

Meeting Type

Special

Ticker Symbol

RHT

Meeting Date

16-Jan-2019

ISIN

US7565771026

Agenda

934914222 - 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 October 28, 2018, which we refer to as the merger agreement, by and among Red Hat, Inc., International Business Machines Corporation and Socrates Acquisition Corp.

 

Management

 

For

 

For

 

2.

 

To approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the named executive officers of Red Hat, Inc. in connection with the merger.

 

Management

 

For

 

For

 

3.

 

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 then-scheduled date and time of the special meeting.

 

Management

 

For

 

For

 

 

ESTERLINE TECHNOLOGIES CORPORATION

 

Security

297425100

Meeting Type

Special

Ticker Symbol

ESL

Meeting Date

17-Jan-2019

ISIN

US2974251009

Agenda

934910844 - 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 October 9, 2018 by and among Esterline Technologies Corporation, TransDigm Group Incorporated, and Thunderbird Merger Sub Inc.

 

Management

 

For

 

For

 

2.

 

To approve, by non-binding, advisory vote, compensation that will or may become payable by Esterline Technologies Corporation to its named executive officers in connection with the merger contemplated by the merger agreement.

 

Management

 

For

 

For

 

3.

 

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

 

 


 

AMER SPORTS CORPORATION

 

Security

X01416118

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

23-Jan-2019

ISIN

FI0009000285

Agenda

710364996 - 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

 

A POA IS NEEDED TO APPOINT OWN REPRESENTATIVE BUT IS NOT NEEDED IF A FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE SHAREHOLDER IS FINNISH THEN A POA WOULD- STILL BE REQUIRED.

 

Non-Voting

 

 

 

 

 

1

 

OPENING OF THE MEETING

 

Non-Voting

 

 

 

 

 

2

 

CALLING THE MEETING TO ORDER

 

Non-Voting

 

 

 

 

 

3

 

ELECTION OF PERSONS TO SCRUTINIZE THE MINUTES AND TO SUPERVISE THE COUNTING-OF VOTES

 

Non-Voting

 

 

 

 

 

4

 

RECORDING THE LEGALITY OF THE MEETING

 

Non-Voting

 

 

 

 

 

5

 

RECORDING THE ATTENDANCE AT THE MEETING AND THE LIST OF VOTES

 

Non-Voting

 

 

 

 

 

6

 

RESOLUTION ON THE AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY: ARTICLE 11

 

Management

 

For

 

For

 

7

 

RESOLUTION ON THE RIGHT OF THE CURRENT MEMBERS OF THE BOARD OF DIRECTORS TO ACCEPT THE TENDER OFFER FOR THEIR SHARES

 

Management

 

For

 

For

 

8

 

CLOSING OF THE MEETING

 

Non-Voting

 

 

 

 

 

 


 

ENLINK MIDSTREAM PARTNERS, LP

 

Security

29336U107

Meeting Type

Special

Ticker Symbol

ENLK

Meeting Date

23-Jan-2019

ISIN

US29336U1079

Agenda

934915731 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the Agreement and Plan of Merger, dated as of October 21, 2018 (“Merger Agreement”), by and among EnLink Midstream, LLC (“ENLC”), EnLink Midstream Manager, LLC, the managing member of ENLC, NOLA Merger Sub, LLC, a wholly-owned subsidiary of ENLC (“Merger Sub”), EnLink Midstream Partners, LP (“ENLK”), and EnLink Midstream GP, LLC.

 

Management

 

For

 

For

 

2.

 

To consider and vote upon a proposal to approve the adjournment of 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 Proposal 1.

 

Management

 

For

 

For

 

 

ENLINK MIDSTREAM PARTNERS, LP

 

Security

29336U107

Meeting Type

Special

Ticker Symbol

ENLK

Meeting Date

23-Jan-2019

ISIN

US29336U1079

Agenda

934916290 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the Agreement and Plan of Merger, dated as of October 21, 2018 (“Merger Agreement”), by and among EnLink Midstream, LLC (“ENLC”), EnLink Midstream Manager, LLC, the managing member of ENLC, NOLA Merger Sub, LLC, a wholly-owned subsidiary of ENLC (“Merger Sub”), EnLink Midstream Partners, LP (“ENLK”), and EnLink Midstream GP, LLC.

 

Management

 

For

 

For

 

2.

 

To consider and vote upon a proposal to approve the adjournment of 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 Proposal 1.

 

Management

 

For

 

For

 

 


 

INVESTMENT TECHNOLOGY GROUP, INC.

 

Security

46145F105

Meeting Type

Special

Ticker Symbol

ITG

Meeting Date

24-Jan-2019

ISIN

US46145F1057

Agenda

934914854 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Proposal to adopt the Agreement and Plan of Merger (the “merger agreement”), dated as of November 6, 2018, by and among Investment Technology Group, Inc. ( the “Company”), Virtu Financial, Inc. (“Virtu”) and Impala Merger Sub, Inc., an indirect wholly owned subsidiary of Virtu (“Merger Sub”), ...(due to space limits, see proxy statement for full proposal).

 

Management

 

For

 

For

 

2.

 

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 pursuant to agreements or arrangements with the Company.

 

Management

 

For

 

For

 

3.

 

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 merger proposal.

 

Management

 

For

 

For

 

 

PACIFIC BIOSCIENCES OF CALIFORNIA INC

 

Security

69404D108

Meeting Type

Special

Ticker Symbol

PACB

Meeting Date

24-Jan-2019

ISIN

US69404D1081

Agenda

934916252 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of November 1, 2018, as it may be amended from time to time, by and among Pacific Biosciences of California, Inc., Illumina, Inc., and FC Ops 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 at the time of the special meeting.

 

Management

 

For

 

For

 

3.

 

To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Pacific Biosciences of California, Inc. to its named executive officers in connection with the merger.

 

Management

 

For

 

For

 

 


 

PANDORA MEDIA, INC.

 

Security

698354107

Meeting Type

Special

Ticker Symbol

P

Meeting Date

29-Jan-2019

ISIN

US6983541078

Agenda

934916733 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger and Reorganization (the “merger agreement”), dated as of September 23, 2018 (as such agreement may be amended from time to time), by and among Pandora, Sirius XM Holdings Inc., White Oaks Acquisition Corp., Sirius XM Radio Inc., Billboard Holding Company, Inc., and Billboard Acquisition Sub, Inc., pursuant to which through a series of transactions Sirius XM will acquire Pandora (the “merger agreement proposal”).

 

Management

 

Against

 

Against

 

2.

 

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

 

Management

 

Against

 

Against

 

3.

 

To approve one or more adjournments or postponements of the Pandora special meeting, if necessary or appropriate, including to solicit additional proxies in the event there are not sufficient votes at the time of the Pandora special meeting to approve the merger agreement proposal.

 

Management

 

Against

 

Against

 

 

SENDGRID, INC.

 

Security

816883102

Meeting Type

Special

Ticker Symbol

SEND

Meeting Date

30-Jan-2019

ISIN

US8168831027

Agenda

934916327 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger and Reorganization, dated October 15, 2018, among Twilio Inc., Topaz Merger Subsidiary, Inc., and SendGrid, Inc., as amended on December 13, 2018 and as such agreement may be further amended from time to time (the “merger agreement”).

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to SendGrid’s named executive officers that is based on or otherwise relates to the merger agreement and the transactions contemplated by the merger agreement.

 

Management

 

For

 

For

 

3.

 

To approve adjournments of the SendGrid special meeting, if necessary and appropriate, to solicit additional proxies if there are not sufficient votes to approve the SendGrid merger proposal.

 

Management

 

For

 

For

 

 


 

 

WILDHORSE RESOURCE DEVELOPMENT CORP.

 

Security

96812T102

Meeting Type

Special

Ticker Symbol

WRD

Meeting Date

31-Jan-2019

ISIN

US96812T1025

Agenda

934917747 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated October 29, 2018, by and among Chesapeake Energy Corporation, Coleburn Inc. and WildHorse (as amended from time to time, the “merger agreement”) and the transactions contemplated by the merger agreement, including the merger (the “merger proposal”).

 

Management

 

For

 

For

 

2.

 

To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to WildHorse’s named executive officers that is based on or otherwise relates to the merger (the “non-binding, advisory compensation proposal”).

 

Management

 

For

 

For

 

3.

 

To approve the adjournment of the WildHorse 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

 

 

WILDHORSE RESOURCE DEVELOPMENT CORP.

 

Security

96812T102

Meeting Type

Special

Ticker Symbol

WRD

Meeting Date

31-Jan-2019

ISIN

US96812T1025

Agenda

934921241 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated October 29, 2018, by and among Chesapeake Energy Corporation, Coleburn Inc. and WildHorse (as amended from time to time, the “merger agreement”) and the transactions contemplated by the merger agreement, including the merger (the “merger proposal”).

 

Management

 

For

 

For

 

2.

 

To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to WildHorse’s named executive officers that is based on or otherwise relates to the merger (the “non-binding, advisory compensation proposal”).

 

Management

 

For

 

For

 

3.

 

To approve the adjournment of the WildHorse 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

 

 


 

ARRIS INTERNATIONAL PLC

 

Security

G0551A103

Meeting Type

Special

Ticker Symbol

ARRS

Meeting Date

01-Feb-2019

ISIN

GB00BZ04Y379

Agenda

934916620 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

C1.

 

Approve (with or without modification) a scheme of arrangement (the “Scheme”) to be made between ARRIS International plc (“ARRIS”) and the holders of the Scheme Shares (as defined in the Scheme).

 

Management

 

For

 

For

 

G1.

 

Authorize, for the purpose of giving effect to the scheme of arrangement (the “Scheme”) between ARRIS International plc (“ARRIS”) and the holders of the Scheme Shares (as defined in the Scheme), the directors of ARRIS to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect and to amend the articles of association of ARRIS.

 

Management

 

For

 

For

 

G2.

 

Approve, on an advisory, non-binding basis, the compensation to be paid or become payable to ARRIS’s named executive officers in connection with the proposed acquisition by CommScope Holding Company, Inc. of all of the issued and to be issued ordinary shares of ARRIS pursuant to the terms of a Bid Conduct Agreement and the Scheme, and the agreements and understandings pursuant to which such compensation may be paid or become payable.

 

Management

 

For

 

For

 

 

ESTERLINE TECHNOLOGIES CORPORATION

 

Security

297425100

Meeting Type

Annual

Ticker Symbol

ESL

Meeting Date

07-Feb-2019

ISIN

US2974251009

Agenda

934916113 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Delores M. Etter

 

Management

 

For

 

For

 

1.2

 

Election of Director: Paul V. Haack

 

Management

 

For

 

For

 

1.3

 

Election of Director: Mary L. Howell

 

Management

 

For

 

For

 

1.4

 

Election of Director: Scott E. Kuechle

 

Management

 

For

 

For

 

1.5

 

Election of Director: Curtis C. Reusser

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended September 28, 2018.

 

Management

 

For

 

For

 

3.

 

To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2019.

 

Management

 

For

 

For

 

 


 

INFRAREIT INC

 

Security

45685L100

Meeting Type

Special

Ticker Symbol

HIFR

Meeting Date

07-Feb-2019

ISIN

US45685L1008

Agenda

934919169 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of October 18, 2018, as it may be amended from time to time (the “merger agreement”), by and among InfraREIT, Inc., a Maryland corporation (“InfraREIT”), InfraREIT Partners, LP, a Delaware limited partnership and subsidiary of InfraREIT, Oncor Electric Delivery Company LLC, a Delaware limited liability company (“Oncor”), 1912 Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Oncor, and Oncor T&D Partners, LP.

 

Management

 

For

 

For

 

2.

 

To approve any adjournment(s) 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 proposal or in the absence of a quorum.

 

Management

 

For

 

For

 

 

INFRAREIT INC

 

Security

45685L100

Meeting Type

Special

Ticker Symbol

HIFR

Meeting Date

07-Feb-2019

ISIN

US45685L1008

Agenda

934922281 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of October 18, 2018, as it may be amended from time to time (the “merger agreement”), by and among InfraREIT, Inc., a Maryland corporation (“InfraREIT”), InfraREIT Partners, LP, a Delaware limited partnership and subsidiary of InfraREIT, Oncor Electric Delivery Company LLC, a Delaware limited liability company (“Oncor”), 1912 Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Oncor, and Oncor T&D Partners, LP.

 

Management

 

For

 

For

 

2.

 

To approve any adjournment(s) 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 proposal or in the absence of a quorum.

 

Management

 

For

 

For

 

 


 

ENCANA CORPORATION

 

Security

292505104

Meeting Type

Special

Ticker Symbol

ECA

Meeting Date

12-Feb-2019

ISIN

CA2925051047

Agenda

934920186 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

The resolution to approve the issuance of the Corporation’s common shares, no par value, to stockholders of Newfield Exploration Company, a Delaware corporation (“Newfield”), in connection with the Agreement and Plan of Merger, dated as of October 31, 2018, by and among the Corporation, Neapolitan Merger Corp., a Delaware corporation and an indirect wholly- owned subsidiary of the Corporation, and Newfield (the “share issuance proposal”);

 

Management

 

Against

 

Against

 

2

 

The adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the share issuance proposal.

 

Management

 

Against

 

Against

 

 

BELMOND LTD.

 

Security

G1154H107

Meeting Type

Special

Ticker Symbol

BEL

Meeting Date

14-Feb-2019

ISIN

BMG1154H1079

Agenda

934919753 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the Agreement and Plan of Merger, dated as of December 13, 2018, by and among Belmond Ltd., LVMH Moet Hennessy Louis Vuitton SE, Palladio Overseas Holding Limited and Fenice Ltd., including the statutory merger agreement attached thereto, and the merger of Fenice Ltd. with and into Belmond Ltd. (the “merger proposal”).

 

Management

 

For

 

For

 

2.

 

To approve an adjournment of the special general meeting of shareholders of Belmond Ltd. (the “special general meeting”), if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient votes to approve the merger proposal at the special general meeting (the “adjournment proposal”).

 

Management

 

For

 

For

 

 


 

KARO PHARMA AB

 

Security

W5304G127

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

14-Feb-2019

ISIN

SE0007464888

Agenda

710477969 - 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 A CHAIRMAN OF THE MEETING

 

Non-Voting

 

 

 

 

 

3

 

PREPARATION AND APPROVAL OF THE VOTING REGISTER

 

Non-Voting

 

 

 

 

 

4

 

APPROVAL OF THE AGENDA

 

Non-Voting

 

 

 

 

 

5

 

ELECTION OF PERSONS TO ATTEST THE MINUTES

 

Non-Voting

 

 

 

 

 

6

 

DETERMINATION OF WHETHER THE MEETING HAS BEEN DULY CONVENED

 

Non-Voting

 

 

 

 

 

7

 

PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETERMINATION OF THE NUMBER OF DIRECTORS AND ALTERNATE DIRECTORS

 

Shareholder

 

Abstain

 

 

 

8

 

PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF NEW DIRECTORS

 

Shareholder

 

Abstain

 

 

 

9

 

PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETERMINATION OF FEES FOR THE BOARD OF DIRECTORS

 

Shareholder

 

Abstain

 

 

 

10

 

CLOSURE OF THE MEETING

 

Non-Voting

 

 

 

 

 

 


 

MINDBODY, INC.

 

Security

60255W105

Meeting Type

Special

Ticker Symbol

MB

Meeting Date

14-Feb-2019

ISIN

US60255W1053

Agenda

934923269 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of December 23, 2018, by and among MINDBODY, Inc., Torreys Parent, LLC and Torreys Merger Sub, Inc. (the “Merger Agreement”).

 

Management

 

Against

 

Against

 

2.

 

To approve, on a advisory (non-binding) basis, the compensation that may be paid or become payable to MINDBODY, Inc.’s named executive officers that is based or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.

 

Management

 

Against

 

Against

 

3.

 

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 at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

 

Management

 

For

 

For

 

 

DOMINION MIDSTREAM PARTNERS LP

 

Security

257454108

Meeting Type

Consent

Ticker Symbol

 

Meeting Date

15-Feb-2019

ISIN

US2574541080

Agenda

934925249 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

The undersigned, being a holder of record as of the close of business on January 7, 2019 (the “Record Date”) of DEM Common Units and/or DEM Series A Preferred Units, hereby consents to and approves, by written consent without a meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger.

 

Management

 

For

 

For

 

 

TOWER LIMITED

 

Security

Q91556102

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

19-Feb-2019

ISIN

NZTWRE0011S2

Agenda

710456965 - 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 WARREN LEE AS A DIRECTOR

 

Management

 

For

 

For

 

3

 

TO RE-ELECT GRAHAM STUART AS A DIRECTOR

 

Management

 

For

 

For

 

4

 

TO ELECT MARCUS NAGEL AS A DIRECTOR

 

Management

 

For

 

For

 

 


 

ROWAN COMPANIES PLC

 

Security

G7665A101

Meeting Type

Special

Ticker Symbol

RDC

Meeting Date

21-Feb-2019

ISIN

GB00B6SLMV12

Agenda

934913698 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Rowan Transaction-Related Compensation Proposal: To approve, in accordance with Section 14A of the Securities Exchange Act of 1934, as amended, on an advisory, non-binding basis, the compensation to be paid or become payable to Rowan’s named executive officers in connection with the transactions and the agreements and understandings pursuant to which such compensation may be paid or become payable as set forth in the joint proxy statement of Rowan and Ensco plc (the “Joint Proxy Statement”).

 

Management

 

For

 

For

 

2.

 

Rowan Scheme and Articles Amendment Proposal: To authorize, for the purpose of giving effect to the scheme of arrangement between Rowan and the holders of the Scheme Shares, a print of which has been produced to the General Meeting of Rowan shareholders and for the purpose of identification signed by the chairman hereof, in its original form or subject to any modification, addition or condition agreed between Rowan and Ensco plc and approved or imposed by the High Court of Justice of England and Wales.

 

Management

 

For

 

For

 

 

ROWAN COMPANIES PLC

 

Security

G7665A111

Meeting Type

Special

Ticker Symbol

 

Meeting Date

21-Feb-2019

ISIN

 

Agenda

934913701 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Rowan Scheme Proposal: To approve the Scheme as set forth in the section titled “Scheme of Arrangement” in the Joint Proxy Statement (the “Scheme of Arrangement”) pursuant to which each issued and outstanding Rowan ordinary share that is subject to the Scheme of Arrangement will be converted into the right to receive 2.750 Class A ordinary shares, nominal value $0.10 per share, of Ensco plc.

 

Management

 

For

 

For

 

 


 

WESTERN GAS PARTNERS, LP

 

Security

958254104

Meeting Type

Special

Ticker Symbol

WES

Meeting Date

27-Feb-2019

ISIN

US9582541044

Agenda

934923625 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018 (the Merger Agreement), by and among Anadarko Petroleum Corporation (Anadarko), Anadarko E&P Onshore LLC, Western Gas Equity Partners, LP (WGP), Western Gas Equity Holdings, LLC, Western Gas Partners, LP (WES), Western Gas Holdings, LLC, Clarity Merger Sub, LLC and other affiliates of Anadarko and WES. Due to systems limitations, please see the proxy statement for the full proposal.

 

Management

 

For

 

For

 

2.

 

To approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, at the time of the special meeting.

 

Management

 

For

 

For

 

 

BTG PLC

 

Security

G1660V103

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

28-Feb-2019

ISIN

GB0001001592

Agenda

710485675 - 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

 

APPROVE SCHEME OF ARRANGEMENT

 

Management

 

For

 

For

 

 

BTG PLC

 

Security

G1660V103

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

28-Feb-2019

ISIN

GB0001001592

Agenda

710485714 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

(A). TO GIVE EFFECT TO THE SCHEME, AS SET OUT IN THE SCHEME CIRCULAR, INCLUDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

 

Management

 

For

 

For

 

CMMT

 

28 JAN 2019: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING-TYPE FROM EGM TO OGM AND MODIFICATION OF THE TEXT OF RESOLUTION. 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

 

 

 

 

 

 


 

SPARTON CORPORATION

 

Security

847235108

Meeting Type

Special

Ticker Symbol

SPA

Meeting Date

01-Mar-2019

ISIN

US8472351084

Agenda

934923586 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Proposal to adopt the Agreement and Plan of Merger, dated as of December 11, 2018, by and among Sparton Corporation, Striker Parent 2018, LLC, and Striker Merger Sub 2018, Inc.(the “Merger Agreement”).

 

Management

 

For

 

For

 

2.

 

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 pursuant to agreements or arrangements with the Company.

 

Management

 

For

 

For

 

3.

 

Proposal to approve one or more adjournments of the special meeting, if necessary or advisable, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the special meeting.

 

Management

 

For

 

For

 

 

NUTRISYSTEM, INC.

 

Security

67069D108

Meeting Type

Special

Ticker Symbol

NTRI

Meeting Date

05-Mar-2019

ISIN

US67069D1081

Agenda

934926392 - 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 December 9, 2018, as it may be amended from time to time, by and among Tivity Health, Inc., Sweet Acquisition, Inc. and Nutrisystem, Inc.

 

Management

 

For

 

For

 

2.

 

To consider and vote on a proposal to approve the adjournment of the special meeting if necessary or appropriate, including to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve Proposal 1.

 

Management

 

For

 

For

 

3.

 

To consider and vote on a proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Nutrisystem, Inc.’s named executive officers in connection with, or following, the closing of the merger contemplated by the agreement referred to in Proposal 1 or in the absence of a quorum.

 

Management

 

For

 

For

 

 


 

CIVITAS SOLUTIONS, INC

 

Security

17887R102

Meeting Type

Special

Ticker Symbol

CIVI

Meeting Date

07-Mar-2019

ISIN

US17887R1023

Agenda

934928740 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger (the merger agreement), dated as of December 18, 2018, by and among Celtic Intermediate Corp., Celtic Tier II Corp. (“Parent”), and Civitas Solutions, Inc. (“Company”), relating to the proposed acquisition of the Company by Parent.

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory and non-binding basis, specified compensation that may become payable to the Company’s named executive officers in connection with the merger.

 

Management

 

For

 

For

 

3.

 

To consider and vote on a proposal 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 the Company has not obtained, at the time of the special meeting, sufficient affirmative stockholder votes to adopt the merger agreement.

 

Management

 

For

 

For

 

 

NATIONAL COMMERCE CORPORATION

 

Security

63546L102

Meeting Type

Special

Ticker Symbol

NCOM

Meeting Date

07-Mar-2019

ISIN

US63546L1026

Agenda

934926025 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger dated as of November 23, 2018, by and between CenterState Bank Corporation and National Commerce Corporation, with CenterState as the surviving company, all on and subject to the terms and conditions contained therein.

 

Management

 

For

 

For

 

2.

 

To approve a proposal of the board of directors of National Commerce Corporation to adjourn or postpone the special meeting if necessary or appropriate to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement.

 

Management

 

For

 

For

 

 


 

POYRY OYJ

 

Security

X6920K137

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

07-Mar-2019

ISIN

FI0009006696

Agenda

710544809 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

OPENING OF THE MEETING

 

Non-Voting

 

 

 

 

 

2

 

CALLING THE MEETING TO ORDER

 

Non-Voting

 

 

 

 

 

3

 

ELECTION OF PERSONS TO SCRUTINISE THE MINUTES AND TO SUPERVISE THE COUNTING-OF VOTES

 

Non-Voting

 

 

 

 

 

4

 

RECORDING THE LEGALITY OF THE MEETING

 

Non-Voting

 

 

 

 

 

5

 

RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION OF THE LIST OF VOTES

 

Non-Voting

 

 

 

 

 

6

 

PRESENTATION OF THE ANNUAL ACCOUNTS, THE CONSOLIDATED ACCOUNTS, THE REPORT OF-THE BOARD OF DIRECTORS AND THE AUDITOR’S REPORT FOR THE YEAR 2018: REVIEW BY-THE PRESIDENT AND CEO

 

Non-Voting

 

 

 

 

 

7

 

ADOPTION OF THE ANNUAL ACCOUNTS

 

Management

 

For

 

For

 

8

 

PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE ON THE DISTRIBUTION OF DIVIDENDS: EUR 0.35 PER SHARE

 

Management

 

For

 

For

 

9

 

RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT AND CEO FROM LIABILITY

 

Management

 

For

 

For

 

10

 

PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

 

Shareholder

 

For

 

For

 

11

 

PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS: THE COMPANY’S SHAREHOLDER AF AB (PUBL) HOLDING MORE THAN 10 % OF ALL OF POYRY PLC’S SHARES AND VOTES HAVE PROPOSED TO THE ANNUAL GENERAL MEETING THAT THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS BE FOUR (4)

 

Shareholder

 

For

 

For

 

12

 

PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS: THE COMPANY’S SHAREHOLDER AF AB (PUBL) HOLDING MORE THAN 10 % OF ALL OF POYRY PLC’S SHARES AND VOTES HAS PROPOSED TO THE ANNUAL GENERAL MEETING THAT JONAS GUSTAVSSON, STEFAN JOHANSSON, JACOB LANDEN AND MARTIN A PORTA BE APPOINTED TO THE BOARD OF DIRECTORS FOR THE TERM UNTIL THE CLOSING OF THE FOLLOWING ANNUAL GENERAL MEETING. THE CVS OF ALL PERSONS PROPOSED TO BE APPOINTED TO THE BOARD OF DIRECTORS MAY BE FOUND FROM THE COMPANY’S WEBSITE. THE CURRENT BOARD OF DIRECTORS HAVE CONCLUDED THAT IN CASE THE PENDING TENDER OFFER FOR THE SHARES OF POYRY PLC WOULD NOT BE COMPLETED AT THE TIME OF THE ANNUAL GENERAL MEETING THE BOARD OF DIRECTORS WILL MAKE A SEPARATE PROPOSAL TO THE ANNUAL GENERAL MEETING PRIOR TO THE MEETING

 

Shareholder

 

For

 

For

 

13

 

RESOLUTION ON THE REMUNERATION OF THE AUDITOR

 

Management

 

For

 

For

 

14

 

ELECTION OF AUDITOR: ACCORDING TO THE ARTICLES OF ASSOCIATION OF THE COMPANY, THE COMPANY’S AUDITOR HAS BEEN ELECTED UNTIL FURTHER NOTICE. THUS, AUDIT FIRM PRICEWATERHOUSECOOPERS OY CONTINUES AS THE COMPANY’S AUDITOR. PRICEWATERHOUSECOOPERS HAS INFORMED THAT AUTHORISED PUBLIC ACCOUNTANT CHRISTIAN SAVTSCHENKO WOULD BE APPOINTED AS THE RESPONSIBLE AUDITOR

 

Management

 

For

 

For

 

15

 

PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUISITION OF THE COMPANY’S OWN SHARES

 

Management

 

For

 

For

 

16

 

PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AND SPECIAL RIGHTS ENTITLING TO SHARES

 

Management

 

For

 

For

 

17

 

CLOSING OF THE MEETING

 

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

 

A POA IS NEEDED TO APPOINT OWN REPRESENTATIVE BUT IS NOT NEEDED IF A FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE SHAREHOLDER IS FINNISH THEN A POA WOULD-STILL BE REQUIRED.

 

Non-Voting

 

 

 

 

 

 


 

ANTERO MIDSTREAM PARTNERS LP

 

Security

03673L103

Meeting Type

Special

Ticker Symbol

AM

Meeting Date

08-Mar-2019

ISIN

US03673L1035

Agenda

934925631 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve (i) Simplification Agreement, by & among Antero Midstream GP LP, Antero Midstream Partners LP (“Antero Midstream”) & certain of their affiliates, as may be amended from time to time, (ii) merger of an indirect, wholly owned subsidiary of Antero Midstream Corp. (“New AM”) with & into Antero Midstream, as contemplated by the Simplification Agreement, with Antero Midstream surviving such Merger as an indirect, wholly owned subsidiary of New AM, and (iii) other transactions contemplated by the Simplification Agreement.

 

Management

 

For

 

For

 

 

TRIBUNE MEDIA COMPANY

 

Security

896047503

Meeting Type

Special

Ticker Symbol

TRCO

Meeting Date

12-Mar-2019

ISIN

US8960475031

Agenda

934927914 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adoption of the Merger Agreement: To consider and vote on a proposal to adopt the agreement and plan of merger, dated as of November 30, 2018 (as amended from time to time, the “Merger Agreement”), by and among Tribune Media Company (“Tribune”), Nexstar Media Group, Inc. and Titan Merger Sub, Inc.

 

Management

 

Abstain

 

Against

 

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

 

Abstain

 

Against

 

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 adopt the Merger Agreement.

 

Management

 

For

 

For

 

 


 

TRAVELPORT WORLDWIDE LIMITED

 

Security

G9019D104

Meeting Type

Special

Ticker Symbol

TVPT

Meeting Date

15-Mar-2019

ISIN

BMG9019D1048

Agenda

934929451 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approval of the Agreement and Plan of Merger, by and among Travelport Worldwide Limited, Toro Private Holdings III, Ltd. (“Parent”), and following the execution of the joinder agreement, dated December 11, 2018, Toro Private Holdings IV, Ltd. Pursuant to which Merger Sub will merge with and into Travelport, with Travelport continuing as the surviving company and a wholly owned subsidiary of Parent, the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended, and the Merger.

 

Management

 

For

 

For

 

2.

 

Approval of the adjournment of the special general meeting of Travelport (the “Special General Meeting”) to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting.

 

Management

 

For

 

For

 

3.

 

Approval on an advisory (non-binding) basis, of the compensation that may be paid or become payable to Travelport’s named executive officers in connection with the Merger.

 

Management

 

Against

 

Against

 

 


 

AHLSELL AB (PUBL)

 

Security

W0300J126

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

25-Mar-2019

ISIN

SE0009155005

Agenda

710588495 - 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 CHAIRMAN OF THE MEETING

 

Non-Voting

 

 

 

 

 

3

 

PREPARATION AND APPROVAL OF THE VOTING REGISTER

 

Non-Voting

 

 

 

 

 

4

 

APPROVAL OF THE AGENDA

 

Non-Voting

 

 

 

 

 

5

 

ELECTION OF ONE OR TWO PERSONS TO CHECK AND VERIFY THE MINUTES

 

Non-Voting

 

 

 

 

 

6

 

DETERMINATION OF WHETHER THE MEETING HAS BEEN DULY CONVENED

 

Non-Voting

 

 

 

 

 

7

 

PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: RESOLUTION TO ALTER THE ARTICLES OF ASSOCIATION, INCLUDING TRANSITION TO A BROKEN FINANCIAL YEAR (1 APRIL - 31 MARCH): SECTION 1

 

Shareholder

 

Abstain

 

 

 

8

 

DETERMINATION OF THE NUMBER OF BOARD MEMBERS

 

Management

 

Abstain

 

 

 

9

 

DETERMINATION OF REMUNERATION TO BE PAID TO THE BOARD MEMBERS

 

Management

 

Abstain

 

 

 

10

 

ELECTION OF BOARD MEMBERS

 

Management

 

Abstain

 

 

 

11

 

CLOSING OF THE MEETING

 

Non-Voting

 

 

 

 

 

 

CRIUS ENERGY TRUST

 

Security

22676R115

Meeting Type

Special

Ticker Symbol

CRIUF

Meeting Date

28-Mar-2019

ISIN

CA22676R1156

Agenda

934938311 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO CONSIDER, AND IF DEEMED ADVISABLE, PASS, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION (THE “TRANSACTION RESOLUTION”), THE FULL TEXT OF WHICH IS SET FORTH IN SCHEDULE “B” TO THE MANAGEMENT INFORMATION CIRCULAR OF CRIUS ENERGY TRUST (THE “TRUST”) DATED FEBRUARY 25, 2019 (THE “INFORMATION CIRCULAR”), APPROVING THE TRANSACTIONS CONTEMPLATED IN THE PURCHASE AGREEMENT MADE AS OF FEBRUARY 7, 2019 (AS AMENDED ON FEBRUARY 19, 2019, AND AS MAY BE FURTHER AMENDED IN ACCORDANCE WITH ITS TERMS) (THE “PURCHASE AGREEMENT”), AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR.

 

Management

 

For

 

For

 

 


 

DAIRY CREST GROUP PLC

 

Security

G2624G109

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

01-Apr-2019

ISIN

GB0002502812

Agenda

710684982 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

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

 

Non-Voting

 

 

 

 

 

1

 

APPROVAL OF THE SCHEME

 

Management

 

For

 

For

 

 

DAIRY CREST GROUP PLC

 

Security

G2624G109

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

01-Apr-2019

ISIN

GB0002502812

Agenda

710685011 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO GIVE AUTHORITY TO THE DIRECTORS OF THE COMPANY TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT

 

Management

 

For

 

For

 

 

GOLDCORP INC.

 

Security

380956409

Meeting Type

Special

Ticker Symbol

GG

Meeting Date

04-Apr-2019

ISIN

CA3809564097

Agenda

934942738 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

A special resolution to approve an arrangement under Section 182 of the Business Corporations Act (Ontario) involving the Company and Newmont Mining Corporation, all as more particularly described in the management information circular of the Company dated March 4, 2019.

 

Management

 

For

 

For

 

 


 

L3 TECHNOLOGIES, INC.

 

Security

502413107

Meeting Type

Special

Ticker Symbol

LLL

Meeting Date

04-Apr-2019

ISIN

US5024131071

Agenda

934934832 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To consider and vote on a proposal (the “L3 merger agreement proposal”) to adopt the Agreement and Plan of Merger, dated as of October 12, 2018 (as it may be amended from time to time), by and among Harris Corporation, L3 Technologies, Inc. and Leopard Merger Sub Inc., pursuant to which Leopard Merger Sub Inc. will merge with and into L3 Technologies, Inc. and L3 Technologies, Inc. will continue as the surviving corporation and wholly-owned subsidiary of Harris Corporation.

 

Management

 

For

 

For

 

2.

 

To consider and vote on an advisory (non-binding) proposal (the “L3 compensation proposal”) to approve the executive officer compensation that may be paid or become payable to L3 Technologies, Inc.’s named executive officers in connection with the merger.

 

Management

 

For

 

For

 

3.

 

To consider and vote on a proposal (the “L3 adjournment proposal”) to approve the adjournment of the Special Meeting of L3 stockholders, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to L3 stockholders.

 

Management

 

For

 

For

 

 

ATTUNITY LTD.

 

Security

M15332121

Meeting Type

Special

Ticker Symbol

ATTU

Meeting Date

07-Apr-2019

ISIN

IL0010828825

Agenda

934958438 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approval of the acquisition of Attunity Ltd. (the “Company” or “Attunity”) by QlikTech International AB (“Parent”), including the approval of: (i) the Agreement and Plan of Merger, dated as of February 21, 2019 (as it may be amended from time to time, the “merger agreement”), by and among Parent, Joffiger Ltd. (“Merger Sub”), Attunity and, solely for purposes of certain specified provisions of the merger agreement, Project Alpha Intermediate Holding, Inc. (“Ultimate ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

1A.

 

The undersigned confirms that he, she or it is not a Parent Affiliate (i.e., Parent, Merger Sub, Ultimate Parent, Qlik Technologies or any person or entity holding at least 25% of the means of control of either Parent, Merger Sub, Ultimate ...(due to space limits, see proxy material for full proposal). Please confirm you are a controlling shareholder/have a personal interest If you do not vote YES or NO your vote will not count for the Proposal #1 Mark “For” = Yes or “Against” = No.

 

Management

 

For

 

For

 

2.

 

To clarify and approve the accelerated vesting, as of immediately prior to the effective time of the merger, of the unvested portion of equity-based awards granted to Attunity’s non-employee directors (such unvested portion to consist, in the aggregate, of 4,801 restricted share units and 10,024 stock options).

 

Management

 

For

 

For

 

 


 

CLEMENTIA PHARMACEUTICALS INC.

 

Security

185575107

Meeting Type

Special

Ticker Symbol

CMTA

Meeting Date

09-Apr-2019

ISIN

CA1855751071

Agenda

934948526 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Pass, with or without variation, a special resolution, the full text of which is set forth in Appendix “A” to the management information circular of Clementia Pharmaceuticals Inc. dated March 7, 2019 (the “Information Circular”), approving the statutory plan of arrangement under section 192 of the Canada Business Corporations Act involving Clementia Pharmaceuticals Inc., Ipsen S.A. and 11188291 Canada Inc., as more particularly described in the Information Circular.

 

Management

 

For

 

For

 

 

AMER SPORTS CORPORATION

 

Security

X01416118

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

11-Apr-2019

ISIN

FI0009000285

Agenda

710785962 - 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

 

A POA IS NEEDED TO APPOINT OWN REPRESENTATIVE BUT IS NOT NEEDED IF A FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE SHAREHOLDER IS FINNISH THEN A POA WOULD-STILL BE REQUIRED.

 

Non-Voting

 

 

 

 

 

1

 

OPENING OF THE MEETING

 

Non-Voting

 

 

 

 

 

2

 

CALLING THE MEETING TO ORDER

 

Non-Voting

 

 

 

 

 

3

 

ELECTION OF PERSONS TO SCRUTINIZE THE MINUTES AND TO SUPERVISE THE COUNTING-OF VOTES

 

Non-Voting

 

 

 

 

 

4

 

RECORDING THE LEGALITY OF THE MEETING

 

Non-Voting

 

 

 

 

 

5

 

RECORDING THE ATTENDANCE AT THE MEETING AND THE LIST OF VOTES

 

Non-Voting

 

 

 

 

 

6

 

RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

 

Management

 

For

 

For

 

7

 

RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS: SEVEN (7)

 

Management

 

For

 

For

 

8

 

CHANGES TO THE COMPOSITION OF THE BOARD OF DIRECTORS: MR. SHIZHONG DING, MR. JIE ZHENG, MR. SHIXIAN LAI, MS. JENNIFER QINGYI ZHENG, MR. KUI TANG, MR. DENNIS JAMES WILSON AND MR. ZHAOHUI LI. THE TERM OF OFFICE OF THE COMPANY’S CURRENT MEMBERS OF THE BOARD OF DIRECTORS SHALL END UPON THE ELECTION OF THE ABOVE NEW MEMBERS

 

Management

 

For

 

For

 

9

 

CLOSING OF THE MEETING

 

Non-Voting

 

 

 

 

 

 


 

FIRST DATA CORPORATION

 

Security

32008D106

Meeting Type

Consent

Ticker Symbol

FDC

Meeting Date

11-Apr-2019

ISIN

US32008D1063

Agenda

934956662 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

The adoption of the Agreement and Plan of Merger, dated as of January 16, 2019, by and among First Data, Fiserv and 300 Holdings, Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub will merge with and into First Data (the “Merger”), with First Data surviving the Merger as a direct, wholly owned subsidiary of Fiserv.

 

Management

 

For

 

For

 

2.

 

The adoption of the following resolution, on a non- binding, advisory basis: “RESOLVED, that compensation that will or may be made to First Data’s named executive officers in connection with the Merger, and the agreements or understandings pursuant to which such compensation will or may be made, in each case, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Merger-Interests of Certain First Data Directors & Executive Officers in Merger” beginning on page 132 of Joint Proxy & Consent Solicitation Statement/Prospectus.

 

Management

 

For

 

For

 

 


 

CELGENE CORPORATION

 

Security

151020104

Meeting Type

Special

Ticker Symbol

CELG

Meeting Date

12-Apr-2019

ISIN

US1510201049

Agenda

934934274 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Adoption of the Agreement and Plan of Merger, dated as of January 2, 2019, as it may be amended from time to time (the merger agreement), among Bristol-Myers Squibb Company, a Delaware corporation (Bristol-Myers Squibb), Burgundy Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Bristol-Myers Squibb, and Celgene Corporation (Celgene), pursuant to which Burgundy Merger Sub, Inc. will be merged with and into Celgene (the merger).

 

Management

 

For

 

For

 

2

 

Approval of the adjournment from time to time of the special meeting of the stockholders of Celgene (the Celgene special meeting) if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Celgene special meeting or any adjournment or postponement thereof.

 

Management

 

For

 

For

 

3

 

Approval, on an advisory (non-binding) basis, of the compensation that will or may be paid or provided by Celgene to its named executive officers in connection with the merger.

 

Management

 

For

 

For

 

 

CELGENE CORPORATION

 

Security

151020104

Meeting Type

Special

Ticker Symbol

CELG

Meeting Date

12-Apr-2019

ISIN

US1510201049

Agenda

934939642 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adoption of the Agreement and Plan of Merger, dated as of January 2, 2019, as it may be amended from time to time (the merger agreement), among Bristol-Myers Squibb Company, a Delaware corporation (Bristol-Myers Squibb), Burgundy Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Bristol-Myers Squibb, and Celgene Corporation (Celgene), pursuant to which Burgundy Merger Sub, Inc. will be merged with and into Celgene (the merger).

 

Management

 

For

 

For

 

2.

 

Approval of the adjournment from time to time of the special meeting of the stockholders of Celgene (the Celgene special meeting) if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Celgene special meeting or any adjournment or postponement thereof.

 

Management

 

For

 

For

 

3.

 

Approval, on an advisory (non-binding) basis, of the compensation that will or may be paid or provided by Celgene to its named executive officers in connection with the merger.

 

Management

 

For

 

For

 

 


 

 

VERSUM MATERIALS, INC.

 

Security

92532W103

Meeting Type

Contested-Special

Ticker Symbol

VSM

Meeting Date

12-Apr-2019

ISIN

US92532W1036

Agenda

934958440 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adoption of the Agreement and Plan of Merger, dated as of January 27, 2019 (as it may be amended from time to time) (the “merger agreement”), by and between Versum Materials, Inc. (“Versum”) and Entegris, Inc. (“Entegris”), pursuant to which Versum will merge with and into Entegris, with Entegris surviving the merger (the “Versum merger agreement proposal”).

 

Management

 

Abstain

 

 

 

2.

 

Approval, on a non-binding, advisory basis, of certain compensation that will or may be paid to Versum’s named executive officers in connection with the transactions contemplated by the merger agreement (the “Versum compensation proposal”).

 

Management

 

Abstain

 

 

 

3.

 

Approval of the adjournment of the Special meeting of Versum stockholders to solicit additional proxies if there are not sufficient votes at the time of the special meeting of Versum stockholders to approve the Versum merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Versum stockholders (the “Versum adjournment proposal”).

 

Management

 

Abstain

 

 

 

 

VERSUM MATERIALS, INC.

 

Security

92532W103

Meeting Type

Contested-Special

Ticker Symbol

VSM

Meeting Date

12-Apr-2019

ISIN

US92532W1036

Agenda

934963073 - Opposition

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adoption of the Agreement and Plan of Merger, dated as of January 27, 2019 (as it may be amended from time to time) (the “merger agreement”), by and between Versum Materials, Inc. (“Versum”) and Entegris, Inc. (“Entegris”), pursuant to which Versum will merge with and into Entegris, with Entegris surviving the merger.

 

Management

 

Abstain

 

Against

 

2.

 

Approval, on a non-binding, advisory basis, of certain compensation that will or may be paid to Versum’s named executive officers in connection with the transactions contemplated by the merger agreement.

 

Management

 

Abstain

 

Against

 

3.

 

Approval of the adjournment of the Special meeting of Versum stockholders to solicit additional proxies if there are not sufficient votes at the time of the special meeting of Versum stockholders to approve the Versum merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Versum stockholders.

 

Management

 

Abstain

 

Against

 

 


 

ELLIE MAE, INC.

 

Security

28849P100

Meeting Type

Special

Ticker Symbol

ELLI

Meeting Date

15-Apr-2019

ISIN

US28849P1003

Agenda

934954872 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of February 11, 2019, by and among Ellie Mae, Inc., EM Eagle Purchaser, LLC and EM Eagle Merger Sub, Inc. (the “Merger Agreement”).

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Ellie Mae, Inc.’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transaction contemplated by the Merger Agreement.

 

Management

 

For

 

For

 

3.

 

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

 

 

SOLIUM CAPITAL INC.

 

Security

83425Q105

Meeting Type

Special

Ticker Symbol

SIUMF

Meeting Date

15-Apr-2019

ISIN

CA83425Q1054

Agenda

934950812 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of a special resolution, the full text of which is set forth in Appendix A to the accompanying management information circular of the Corporation dated March 12, 2019, approving an arrangement pursuant to section 193 of the Business Corporations Act (Alberta) involving the Corporation, Morgan Stanley, 2172350 Alberta Ltd. and the holders of common shares, stock options and restricted share units in the capital of the Corporation.

 

Management

 

For

 

For

 

 


 

RPC GROUP PLC

 

Security

G7699G108

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

18-Apr-2019

ISIN

GB0007197378

Agenda

710805574 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

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

 

Non-Voting

 

 

 

 

 

1

 

TO APPROVE THE SCHEME

 

Management

 

For

 

For

 

 

RPC GROUP PLC

 

Security

G7699G108

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

18-Apr-2019

ISIN

GB0007197378

Agenda

710805586 - 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

 

 

SUNTRUST BANKS, INC.

 

Security

867914103

Meeting Type

Annual

Ticker Symbol

STI

Meeting Date

23-Apr-2019

ISIN

US8679141031

Agenda

934933638 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

Election of Director: Agnes Bundy Scanlan

 

Management

 

For

 

For

 

1B

 

Election of Director: Dallas S. Clement

 

Management

 

For

 

For

 

1C

 

Election of Director: Paul D. Donahue

 

Management

 

For

 

For

 

1D

 

Election of Director: Paul R. Garcia

 

Management

 

For

 

For

 

1E

 

Election of Director: Donna S. Morea

 

Management

 

For

 

For

 

1F

 

Election of Director: David M. Ratcliffe

 

Management

 

For

 

For

 

1G

 

Election of Director: William H. Rogers, Jr.

 

Management

 

For

 

For

 

1H

 

Election of Director: Frank P. Scruggs, Jr.

 

Management

 

For

 

For

 

1I

 

Election of Director: Bruce L. Tanner

 

Management

 

For

 

For

 

1J

 

Election of Director: Steven C. Voorhees

 

Management

 

For

 

For

 

2

 

To approve, on an advisory basis, the Company’s executive compensation.

 

Management

 

For

 

For

 

3

 

To ratify the appointment of Ernst & Young LLP as our independent auditor for 2019.

 

Management

 

For

 

For

 

 


 

TCF FINANCIAL CORPORATION

 

Security

872275102

Meeting Type

Annual

Ticker Symbol

TCF

Meeting Date

24-Apr-2019

ISIN

US8722751026

Agenda

934940140 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Peter Bell

 

 

 

For

 

For

 

 

 

2

William F. Bieber

 

 

 

For

 

For

 

 

 

3

Theodore J. Bigos

 

 

 

For

 

For

 

 

 

4

Craig R. Dahl

 

 

 

For

 

For

 

 

 

5

Karen L. Grandstrand

 

 

 

For

 

For

 

 

 

6

George G. Johnson

 

 

 

For

 

For

 

 

 

7

Richard H. King

 

 

 

For

 

For

 

 

 

8

Vance K. Opperman

 

 

 

For

 

For

 

 

 

9

Roger J. Sit

 

 

 

For

 

For

 

 

 

10

Julie H. Sullivan

 

 

 

For

 

For

 

 

 

11

Barry N. Winslow

 

 

 

For

 

For

 

 

 

12

Theresa M. H. Wise

 

 

 

For

 

For

 

2.

 

Advisory (Non-Binding) Vote to Approve Executive Compensation as Disclosed in the Proxy Statement.

 

Management

 

For

 

For

 

3.

 

Advisory (Non-Binding) Vote to Ratify the Appointment of KPMG LLP as Independent Registered Public Accountants for 2019.

 

Management

 

For

 

For

 

 

MANX TELECOM PLC

 

Security

G581A0100

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

26-Apr-2019

ISIN

IM00BHY3RF70

Agenda

710829853 - 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 AS SET OUT IN THE NOTICE OF THE COURT MEETING

 

Management

 

For

 

For

 

 


 

MANX TELECOM PLC

 

Security

G581A0100

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

26-Apr-2019

ISIN

IM00BHY3RF70

Agenda

710856482 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

FOR THE PURPOSE IN EACH CASE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT AND AS SET OUT IN THE NOTICE OF EXTRAORDINARY GENERAL MEETING: (A) TO AUTHORISE THE DIRECTORS OF THE COMPANY TO TAKE ALL NECESSARY AND APPROPRIATE ACTION; AND (B) TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY

 

Management

 

For

 

For

 

 

CEVA LOGISTICS AG

 

Security

H13636107

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

29-Apr-2019

ISIN

CH0413237394

Agenda

710890395 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

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

 

Non-Voting

 

 

 

 

 

 

 

1

APPROVAL OF THE ANNUAL REPORT, THE STAND-ALONE FINANCIAL STATEMENTS OF CEVA LOGISTICS AG AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2018

 

 

 

Management

 

Abstain

 

 

 

2

APPROPRIATION OF AVAILABLE EARNINGS OF CEVA LOGISTICS AG

 

 

 

Management

 

Abstain

 

 

 

3

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

 

 

 

Management

 

Abstain

 

 

 

4.1

CONSULTATIVE VOTE ON THE 2018 COMPENSATION REPORT

 

 

 

Management

 

Abstain

 

 

 

4.2

APPROVAL OF THE MAXIMUM AGGREGATE AMOUNT OF COMPENSATION OF THE BOARD OF DIRECTORS FOR THE PERIOD FROM THE 2019 ANNUAL GENERAL MEETING UNTIL THE 2020 ANNUAL GENERAL MEETING

 

 

 

Management

 

Abstain

 

 

 

4.3

APPROVAL OF THE MAXIMUM AGGREGATE AMOUNT OF COMPENSATION OF THE EXECUTIVE MANAGEMENT FOR THE FINANCIAL YEAR 2020

 

 

 

Management

 

Abstain

 

 

 

5.1.1

RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: DANIEL HURSTEL

 

 

 

Management

 

Abstain

 

 

 

5.1.2

RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: EMANUEL R. PEARLMAN

 

 

 

Management

 

Abstain

 

 

 

5.1.3

RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: RODOLPHE SAADE

 

 

 

Management

 

Abstain

 

 

 

5.1.4

RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: ROLF WATTER

 

 

 

Management

 

Abstain

 

 

 

5.2.1

ELECTION OF NEW MEMBER OF THE BOARD OF DIRECTORS: BEATRICE DE CLERMONT TONNERRE

 

 

 

Management

 

Abstain

 

 

 

5.2.2

ELECTION OF NEW MEMBER OF THE BOARD OF DIRECTORS: FARID SALEM

 

 

 

Management

 

Abstain

 

 

 

5.2.3

ELECTION OF NEW MEMBER OF THE BOARD OF DIRECTORS: MICHEL SIRAT

 

 

 

Management

 

Abstain

 

 

 

5.3

ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS: RODOLPHE SAADE

 

 

 

Management

 

Abstain

 

 

 

5.4.1

ELECTION OF THE MEMBER OF THE COMPENSATION COMMITTEE: RODOLPHE SAADE

 

 

 

Management

 

Abstain

 

 

 

5.4.2

ELECTION OF THE MEMBER OF THE COMPENSATION COMMITTEE: ROLF WATTER

 

 

 

Management

 

Abstain

 

 

 

5.5

RE-ELECTION OF THE INDEPENDENT PROXY: JOST WINDLIN

 

 

 

Management

 

Abstain

 

 

 

5.6

ELECTION OF THE AUDITORS

 

 

 

Management

 

Abstain

 

CMMT

 

16 APR 2019: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN NUMBERING-OF RESOLUTION 5. 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 ULTIMATE SOFTWARE GROUP, INC.

 

Security

90385D107

Meeting Type

Special

Ticker Symbol

ULTI

Meeting Date

30-Apr-2019

ISIN

US90385D1072

Agenda

934970612 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of February 3, 2019 (as it may be amended from time to time, the merger agreement), by and among The Ultimate Software Group, Inc., a Delaware corporation (the Company), Unite Parent Corp., a Delaware corporation (Parent), and Unite Merger Sub Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (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 Companys 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.

 

Management

 

For

 

For

 

 

THE ULTIMATE SOFTWARE GROUP, INC.

 

Security

90385D107

Meeting Type

Special

Ticker Symbol

ULTI

Meeting Date

30-Apr-2019

ISIN

US90385D1072

Agenda

934980017 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of February 3, 2019 (as it may be amended from time to time, the merger agreement), by and among The Ultimate Software Group, Inc., a Delaware corporation (the Company), Unite Parent Corp., a Delaware corporation (Parent), and Unite Merger Sub Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (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 Companys 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.

 

Management

 

For

 

For

 

 


 

INMARSAT PLC

 

Security

G4807U103

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

01-May-2019

ISIN

GB00B09LSH68

Agenda

710812822 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

ACCEPT FINANCIAL STATEMENTS AND STATUTORY REPORTS

 

Management

 

For

 

For

 

2

 

APPROVE REMUNERATION REPORT

 

Management

 

Against

 

Against

 

3

 

APPROVE REMUNERATION POLICY

 

Management

 

Against

 

Against

 

4

 

AMEND EXECUTIVE SHARE PLAN

 

Management

 

Against

 

Against

 

5

 

APPROVE FINAL DIVIDEND

 

Management

 

For

 

For

 

6

 

ELECT TRACY CLARKE AS DIRECTOR

 

Management

 

For

 

For

 

7

 

RE-ELECT TONY BATES AS DIRECTOR

 

Management

 

For

 

For

 

8

 

RE-ELECT SIMON BAX AS DIRECTOR

 

Management

 

For

 

For

 

9

 

RE-ELECT SIR BRYAN CARSBERG AS DIRECTOR

 

Management

 

For

 

For

 

10

 

RE-ELECT WARREN FINEGOLD AS DIRECTOR

 

Management

 

For

 

For

 

11

 

RE-ELECT ROBERT KEHLER AS DIRECTOR

 

Management

 

For

 

For

 

12

 

RE-ELECT PHILLIPA MCCROSTIE AS DIRECTOR

 

Management

 

For

 

For

 

13

 

RE-ELECT JANICE OBUCHOWSKI AS DIRECTOR

 

Management

 

For

 

For

 

14

 

RE-ELECT RUPERT PEARCE AS DIRECTOR

 

Management

 

For

 

For

 

15

 

RE-ELECT DR ABE PELED AS DIRECTOR

 

Management

 

For

 

For

 

16

 

RE-ELECT ROBERT RUIJTER AS DIRECTOR

 

Management

 

For

 

For

 

17

 

RE-ELECT ANDREW SUKAWATY AS DIRECTOR

 

Management

 

For

 

For

 

18

 

RE-ELECT DR HAMADOUN TOURE AS DIRECTOR

 

Management

 

For

 

For

 

19

 

REAPPOINT DELOITTE LLP AS AUDITORS

 

Management

 

For

 

For

 

20

 

AUTHORISE THE AUDIT COMMITTEE TO FIX REMUNERATION OF AUDITORS

 

Management

 

For

 

For

 

21

 

AUTHORISE EU POLITICAL DONATIONS AND EXPENDITURE

 

Management

 

Abstain

 

Against

 

22

 

AUTHORISE ISSUE OF EQUITY

 

Management

 

Abstain

 

Against

 

23

 

AUTHORISE ISSUE OF EQUITY WITHOUT PRE- EMPTIVE RIGHTS

 

Management

 

Abstain

 

Against

 

24

 

AUTHORISE ISSUE OF EQUITY WITHOUT PRE- EMPTIVE RIGHTS IN CONNECTION WITH AN ACQUISITION OR OTHER CAPITAL INVESTMENT

 

Management

 

Abstain

 

Against

 

25

 

AUTHORISE MARKET PURCHASE OF ORDINARY SHARES

 

Management

 

Abstain

 

Against

 

26

 

AMEND ARTICLES OF ASSOCIATION

 

Management

 

Abstain

 

Against

 

27

 

AUTHORISE THE COMPANY TO CALL GENERAL MEETING WITH TWO WEEKS’ NOTICE

 

Management

 

Against

 

Against

 

 


 

TRIBUNE MEDIA COMPANY

 

Security

896047503

Meeting Type

Annual

Ticker Symbol

TRCO

Meeting Date

01-May-2019

ISIN

US8960475031

Agenda

934951787 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Ross Levinsohn

 

Management

 

For

 

For

 

1b.

 

Election of Director: Peter E. Murphy

 

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 2019 fiscal year.

 

Management

 

For

 

For

 

 

NIGHTSTAR THERAPEUTICS PLC

 

Security

65413A101

Meeting Type

Special

Ticker Symbol

NITE

Meeting Date

08-May-2019

ISIN

US65413A1016

Agenda

934992529 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

C1

 

To approve the scheme of arrangement proposed to be made between the Company and certain Company shareholders (the “Scheme”) subject to the terms and conditions and as set out in the Scheme Document dated April 9, 2019.

 

Management

 

For

 

For

 

S1

 

THAT: notwithstanding anything contained in the Company’s articles of association, the board of directors of the Company (the “Board”) be authorised to re-designate any ordinary share of GBP 0.01 in the capital of the Company (each, an “Ordinary Share”) that is subject to a vesting agreement dated on or about 27 September 2017, entered into between the Company and certain then employee-holders of Ordinary Shares in the capital of the Company, as a Deferred Share in the capital ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

O2

 

THAT: conditional upon passing Resolution 1 and the Board so authorising, the terms of each of the buy-back agreements to acquire any Deferred Shares in the forms available for inspection on the Company’s website and at its registered office be and is hereby approved.

 

Management

 

For

 

For

 

S3

 

THAT: for the purpose of giving effect to the scheme of arrangement dated April 9, 2019 (the “Scheme”) between the Company and the holders of the Nightstar Scheme Shares (as defined in the Scheme), a print of which has been produced to this meeting and for the purposes of identification signed by the Chairman hereof, in its original form or subject to such modification, addition or condition agreed between the Company and Biogen Switzerland Holdings GmbH and approved or imposed by ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

 


 

FIRST DATA CORPORATION

 

Security

32008D106

Meeting Type

Annual

Ticker Symbol

FDC

Meeting Date

09-May-2019

ISIN

US32008D1063

Agenda

934958907 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Frank J. Bisignano

 

 

 

For

 

For

 

 

 

2

Henry R. Kravis

 

 

 

For

 

For

 

 

 

3

Heidi G. Miller

 

 

 

For

 

For

 

2.

 

Cast an advisory vote on the compensation of named executive officers.

 

Management

 

For

 

For

 

3.

 

Ratify the appointment of Ernst & Young LLP as First Data’s independent registered public accounting firm for our fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

GLUSKIN SHEFF + ASSOCIATES INC.

 

Security

37989N106

Meeting Type

Special

Ticker Symbol

GLUSF

Meeting Date

09-May-2019

ISIN

CA37989N1069

Agenda

934998684 - 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, the full text of which is set out in Appendix B to the accompanying management information circular of the Company (the “Information Circular”), to approve a plan of arrangement pursuant to Section 182 of the Business Corporations Act (Ontario), all as more particularly described in the Information Circular.

 

Management

 

For

 

For

 

 


 

INMARSAT PLC

 

Security

G4807U103

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

10-May-2019

ISIN

GB00B09LSH68

Agenda

711006848 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO GIVE EFFECT TO THE SCHEME, INCLUDING AUTHORISING THE DIRECTORS OF THE COMPANY (OR A DULY AUTHORISED COMMITTEE OF THE DIRECTORS) TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT, AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY, AS SET OUT IN THE NOTICE OF GENERAL MEETING

 

Management

 

For

 

For

 

CMMT

 

23 APR 2019: PLEASE NOTE THAT THE MEETING TYPE WAS CHANGED FROM EGM TO OGM-AND MODIFICATION OF 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

 

 

 

 

 

 

INMARSAT PLC

 

Security

G4807U103

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

10-May-2019

ISIN

GB00B09LSH68

Agenda

711022347 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

APPROVE 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

 

 

 

 

 

 

MEDEQUITIES RLTY TR INC

 

Security

58409L306

Meeting Type

Special

Ticker Symbol

MRT

Meeting Date

15-May-2019

ISIN

US58409L3069

Agenda

934996464 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

To consider and vote on the merger (the “merger”)of MedEquities Realty Trust, Inc.(“MedEquities”) with and into Omega Healthcare Investors, Inc. (“Omega”) pursuant to the Agreement and Plan of Merger, dated as of January 2, 2019, by and among MedEquities, MedEquities OP GP, LLC, MedEquities Realty Operating Partnership, LP, Omega and OHI Healthcare Properties Limited Partnership, as it may be amended from time to time (the “merger proposal”)

 

Management

 

For

 

For

 

2

 

To consider and vote on a proposal to approve any adjournment of the special meeting to a later date or time, if necessary or appropriate,including for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger(the “adjournment proposal”).

 

Management

 

For

 

For

 

 


 

MULTI-COLOR CORPORATION

 

Security

625383104

Meeting Type

Special

Ticker Symbol

LABL

Meeting Date

16-May-2019

ISIN

US6253831043

Agenda

934995917 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Proposal to adopt the Agreement and Plan of Merger, dated as of February 24, 2019 (as may be amended from time to time, the “merger agreement”) by and among Multi-Color Corporation, W/S Packaging Holdings, Inc. and Monarch Merger Corporation

 

Management

 

For

 

For

 

2.

 

Proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to Multi-Color Corporation’s named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement

 

Management

 

For

 

For

 

3.

 

Proposal to adjourn the special meeting to a later date or time if necessary or appropriate to solicit additional proxies in favor of the adoption of the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement

 

Management

 

For

 

For

 

 

WORLDPAY INC.

 

Security

981558109

Meeting Type

Annual

Ticker Symbol

WP

Meeting Date

16-May-2019

 

ISIN

US9815581098

Agenda

934967362 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Lee Adrean

 

 

 

For

 

For

 

 

 

2

Mark Heimbouch

 

 

 

For

 

For

 

 

 

3

Gary Lauer

 

 

 

For

 

For

 

2.

 

To approve, on an advisory basis, the compensation of the Company’s named executive officers.

 

Management

 

For

 

For

 

3.

 

To approve, on an advisory basis, the preferred frequency of stockholder advisory votes on executive compensation.

 

Management

 

1 Year

 

For

 

4.

 

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

ACANDO AB (PUBL.)

 

Security

W1202Y112

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

22-May-2019

ISIN

SE0000105116

Agenda

711021496 - 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 MEETING AND ELECTION OF CHAIRMAN OF THE MEETING: ANNIKA ANDERSSON

 

Non-Voting

 

 

 

 

 

2

 

ESTABLISHMENT AND APPROVAL OF A VOTING LIST

 

Non-Voting

 

 

 

 

 

3

 

ELECTION OF ONE OR TWO PERSONS TO VERIFY AND SIGN THE MINUTES

 

Non-Voting

 

 

 

 

 

4

 

APPROVAL OF THE AGENDA

 

Non-Voting

 

 

 

 

 

5

 

DETERMINATION AS TO WHETHER THE MEETING HAS BEEN DULY CONVENED

 

Non-Voting

 

 

 

 

 

6

 

PRESENTATION OF THE ANNUAL ACCOUNTS, THE CONSOLIDATED ACCOUNTS AND THEIR-RESPECTIVE AUDIT REPORTS

 

Non-Voting

 

 

 

 

 

7.A

 

RESOLUTION IN RESPECT OF: ADOPTION OF THE INCOME STATEMENT AND BALANCE SHEET AS WELL AS THE CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED BALANCE SHEET

 

Management

 

Abstain

 

 

 

7.B

 

RESOLUTION IN RESPECT OF: APPROPRIATION OF THE COMPANY’S PROFITS ACCORDING TO THE ADOPTED BALANCE SHEET

 

Management

 

Abstain

 

 

 

7.C

 

RESOLUTION IN RESPECT OF: DISCHARGE FROM LIABILITY FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR

 

Management

 

Abstain

 

 

 

8

 

PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: RESOLUTION TO AMEND THE ARTICLES OF ASSOCIATION CONCERNING THE COMPOSITION OF THE BOARD: CGI PROPOSES THAT THE AGM RESOLVES TO CHANGE THE NUMBER OF BOARD MEMBERS FROM NO LESS THAN FIVE (5) AND NO MORE THAN EIGHT (8) MEMBERS TO NO LESS THAN THREE (3) AND NO MORE THAN TEN (10) MEMBERS. THE PROPOSAL MEANS THAT ITEM 7 OF ACANDO’S ARTICLES OF ASSOCIATION

 

Shareholder

 

Abstain

 

 

 

9

 

PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETERMINATION OF NUMBER OF BOARD MEMBERS AND AUDITOR OR AUTHORISED ACCOUNTING FIRM: THAT THERE BE THREE BOARD MEMBERS ELECTED BY THE AGM AND THAT THE NUMBER OF AUDITORS SHALL BE ONE

 

Shareholder

 

Abstain

 

 

 

10

 

PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETERMINATION OF REMUNERATION OF BOARD MEMBERS AND THE AUDITORS

 

Shareholder

 

Abstain

 

 

 

11

 

PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETAILS OF BOARD-MEMBER CANDIDATES’ POSITIONS IN OTHER COMPANIES, AS WELL AS ELECTION OF BOARD MEMBERS: THAT THE AGM ELECTS FRANCOIS BOULANGER, HEIKKI NIKKU AND CHARLES GILL AS BOARD MEMBERS

 

Shareholder

 

Abstain

 

 

 

12

 

PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF CHAIRMAN OF THE BOARD: THAT THE AGM ELECTS FRANCOIS BOULANGER AS CHAIRMAN OF THE BOARD

 

Shareholder

 

Abstain

 

 

 

13

 

PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF AUDITOR: THAT AS AUDITOR, FOR THE PERIOD UP UNTIL THE END OF NEXT AGM (2020), ELECT THE FIRM OHRLINGS PRICEWATERHOUSECOOPERS AB

 

Shareholder

 

 

 

 

 

14

 

CLOSING OF THE MEETING

 

Non-Voting

 

 

 

 

 

 


 

SPECTRUM ASA

 

Security

R8309K107

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

24-May-2019

ISIN

NO0010429145

Agenda

711073914 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE-TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME-ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE-DAY AFTER THE MEETING.

 

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

 

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

 

 

 

 

 

1

 

OPENING OF THE GENERAL MEETING BY THE CHAIRMAN OF THE BOARD OF DIRECTORS, PAL-STAMPE. REGISTRATION OF ATTENDING SHAREHOLDERS AND ATTORNEYS

 

Non-Voting

 

 

 

 

 

2

 

ELECTION CHAIRPERSON AND PERSON TO CO-SIGN THE MINUTES TOGETHER WITH THE CHAIRPERSON

 

Management

 

For

 

For

 

3

 

APPROVAL OF THE NOTICE AND THE AGENDA

 

Management

 

For

 

For

 

4.A

 

APPROVAL OF THE 2018 ANNUAL REPORT AND FINANCIAL STATEMENTS, HEREUNDER DISTRIBUTION OF DIVIDEND: NOK 1.50 PER SHARE

 

Management

 

For

 

For

 

4.B

 

APPROVAL OF POWER OF ATTORNEY TO THE BOARD OF DIRECTORS TO RESOLVE TO DISTRIBUTE DIVIDEND

 

Management

 

For

 

For

 

5

 

APPROVAL OF THE AUDITOR’S REMUNERATION

 

Management

 

For

 

For

 

6.1

 

ELECTION OF BOARD OF DIRECTOR: GLEN OLE RODLAND, MEMBER OF THE BOARD

 

Management

 

For

 

For

 

6.2

 

ELECTION OF BOARD OF DIRECTOR: INGRID LEISNER, MEMBER OF THE BOARD

 

Management

 

For

 

For

 

6.3

 

ELECTION OF BOARD OF DIRECTOR: MARIA TALLAKSEN, MEMBER OF THE BOARD

 

Management

 

For

 

For

 

7

 

ELECTION OF NOMINATION COMMITTEE

 

Management

 

For

 

For

 

8

 

APPROVAL OF REMUNERATION TO THE BOARD OF DIRECTORS, THE AUDIT COMMITTEE AND THE COMPENSATION COMMITTEE

 

Management

 

For

 

For

 

9

 

APPROVAL OF REMUNERATION TO THE NOMINATION COMMITTEE

 

Management

 

For

 

For

 

10.I

 

STATEMENT BY THE BOARD OF DIRECTORS ON SALARY AND OTHER REMUNERATION TO SENIOR EXECUTIVES: THE BOARD’S PRINCIPLES FOR SALARIES TO SENIOR EXECUTIVES (ADVISORY VOTE)

 

Management

 

For

 

For

 

10.II

 

STATEMENT BY THE BOARD OF DIRECTORS ON SALARY AND OTHER REMUNERATION TO SENIOR EXECUTIVES: APPROVAL OF THE GUIDELINES RELATED TO THE COMPANY’S SHARE OPTION SCHEME AS ADOPTED IN 2014 (AND AS SUBSEQUENTLY ADJUSTED)

 

Management

 

For

 

For

 

11

 

POWER OF ATTORNEY TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL IN THE COMPANY - GENERAL

 

Management

 

For

 

For

 

12

 

POWER OF ATTORNEY TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL IN THE COMPANY - SHARE OPTION SCHEME

 

Management

 

For

 

For

 

13

 

POWER OF ATTORNEY TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL IN THE COMPANY - ISSUANCE OF CONVERTIBLE LOANS

 

Management

 

For

 

For

 

14

 

POWER OF ATTORNEY TO ACQUIRE OWN SHARES

 

Management

 

For

 

For

 

15

 

STATEMENT REGARDING CORPORATE GOVERNANCE

 

Management

 

For

 

For

 

 


 

WABCO HOLDINGS INC.

 

Security

92927K102

Meeting Type

Annual

Ticker Symbol

WBC

Meeting Date

30-May-2019

ISIN

US92927K1025

Agenda

934995020 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jacques Esculier

 

 

 

For

 

For

 

 

 

2

Thomas S. Gross

 

 

 

For

 

For

 

 

 

3

Henry R. Keizer

 

 

 

For

 

For

 

2.

 

Ratify the selection of Ernst & Young Bedrijfsrevisoren BCVBA/Reviseurs d’Entreprises SCCRL as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Approve, on an advisory basis, the compensation paid to the Company’s named executive officers (“Say-on-Pay”).

 

Management

 

For

 

For

 

 


 

RENT-A-CENTER, INC.

 

Security

76009N100

Meeting Type

Annual

Ticker Symbol

RCII

Meeting Date

04-Jun-2019

ISIN

US76009N1000

Agenda

935005959 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF CLASS I DIRECTOR: Harold Lewis

 

Management

 

For

 

For

 

1B

 

ELECTION OF CLASS I DIRECTOR: Carol A. McFate

 

Management

 

For

 

For

 

2.

 

To ratify the audit committee’s selection of KPMG LLP, registered independent accountants, as the Company’s independent auditors for the fiscal year ended December 31, 2019.

 

Management

 

For

 

For

 

3.

 

To conduct an advisory vote to approve the compensation of the named executive officers for the fiscal year ended December 31, 2018

 

Management

 

For

 

For

 

 

KCOM GROUP PLC

 

Security

G5221A102

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

05-Jun-2019

ISIN

GB0007448250

Agenda

711195417 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

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

 

Non-Voting

 

 

 

 

 

1

 

TO APPROVE THE SCHEME

 

Management

 

For

 

For

 

 

KCOM GROUP PLC

 

Security

G5221A102

Meeting Type

Ordinary General Meeting

Ticker Symbol

 

Meeting Date

05-Jun-2019

ISIN

GB0007448250

Agenda

711196279 - 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

 

Management

 

For

 

For

 

 


 

ELECTRONICS FOR IMAGING, INC.

 

Security

286082102

Meeting Type

Annual

Ticker Symbol

EFII

Meeting Date

06-Jun-2019

ISIN

US2860821022

Agenda

935017360 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Eric Brown

 

 

 

For

 

For

 

 

 

2

Janice Durbin Chaffin

 

 

 

For

 

For

 

 

 

3

Gill Cogan

 

 

 

For

 

For

 

 

 

4

Guy Gecht

 

 

 

For

 

For

 

 

 

5

Thomas Georgens

 

 

 

For

 

For

 

 

 

6

Richard A. Kashnow

 

 

 

For

 

For

 

 

 

7

Dan Maydan

 

 

 

For

 

For

 

 

 

8

William D. Muir, Jr.

 

 

 

For

 

For

 

2.

 

To approve a non-binding advisory proposal on executive compensation.

 

Management

 

For

 

For

 

3.

 

To approve the Electronics For Imaging, Inc. 2019 Equity Incentive Plan.

 

Management

 

For

 

For

 

4.

 

To approve the amendment and restatement of the Electronics For Imaging, Inc. Employee Stock Purchase Plan.

 

Management

 

For

 

For

 

5.

 

To ratify the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

TCF FINANCIAL CORPORATION

 

Security

872275102

Meeting Type

Special

Ticker Symbol

TCF

Meeting Date

07-Jun-2019

ISIN

US8722751026

Agenda

935026547 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adoption of the Agreement and Plan of Merger, dated as of January 27, 2019 (as it may be amended from time to time), by and between TCF Financial Corporation (“TCF”) and Chemical Financial Corporation (“Chemical”), pursuant to which TCF will merge with and into Chemical, with Chemical surviving the merger (the “TCF merger proposal”).

 

Management

 

For

 

For

 

2.

 

Approval, on a non-binding advisory basis, of certain compensation that will or may be paid by TCF to its named executive officers that is based on or otherwise relates to the merger (the “TCF compensation proposal”).

 

Management

 

For

 

For

 

3.

 

Approval of the adjournment of the special meeting of TCF stockholders to a later date or dates, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the TCF merger proposal if there are insufficient votes to approve the TCF merger proposal at the time of the special meeting (the “TCF adjournment proposal”).

 

Management

 

For

 

For

 

 


 

VALENER INC.

 

Security

91912H108

Meeting Type

Special

Ticker Symbol

VNRCF

Meeting Date

11-Jun-2019

ISIN

CA91912H1082

Agenda

935018324 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

The full text of which is set forth in APPPENDIX A to the accompanying Information Circular dated April 24, 2019.

 

Management

 

For

 

For

 

 

TIER REIT, INC.

 

Security

88650V208

Meeting Type

Special

Ticker Symbol

TIER

Meeting Date

12-Jun-2019

ISIN

US88650V2088

Agenda

935030130 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the merger of the Company with and into Murphy Subsidiary Holdings Corporation (“Merger Sub”), with Merger Sub surviving the merger (the “Merger”) as a wholly owned subsidiary of Cousins Properties Incorporated (“Cousins”), on the terms and subject to the conditions of the agreement and plan of merger, dated March 25, 2019, as may be amended or supplemented from time to time, by and among the Company, Cousins and Merger Sub.

 

Management

 

For

 

For

 

2.

 

To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger.

 

Management

 

For

 

For

 

3.

 

To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger, if there are insufficient votes at the time of such adjournment to approve the Merger.

 

Management

 

For

 

For

 

 


 

QUANTENNA COMMUNICATIONS, INC.

 

Security

74766D100

Meeting Type

Special

Ticker Symbol

QTNA

Meeting Date

14-Jun-2019

ISIN

US74766D1000

Agenda

935036714 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Proposal to adopt Agreement and Plan of Merger, (which we refer to as “merger agreement”), among ON Semiconductor Corporation (which we refer to as “ON Semiconductor”), Raptor Operations Sub, Inc. (which we refer to as “Merger Sub”), which is a wholly owned subsidiary of ON Semiconductor, and Quantenna Communications, Inc. (which we refer to as “Quantenna”), pursuant to which Merger Sub will be merged with and into Quantenna (which we refer to as “merger”).

 

Management

 

For

 

For

 

2.

 

To consider and vote on a non-binding, advisory proposal to approve specified compensation that will or may become payable to Quantenna’s named executive officers in connection with the merger.

 

Management

 

For

 

For

 

3.

 

To consider and vote on a proposal to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement.

 

Management

 

For

 

For

 

 

VERSUM MATERIALS, INC.

 

Security

92532W103

Meeting Type

Special

Ticker Symbol

VSM

Meeting Date

17-Jun-2019

ISIN

US92532W1036

Agenda

935034114 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adoption of the Agreement and Plan of Merger, dated as of April 12, 2019 (as it may be amended from time to time) (the “merger agreement”), by and among Versum Materials, Inc. (“Versum”), Merck KGaA, Darmstadt, Germany (“Parent”), and EMD Performance Materials Holding, Inc. (“Merger Sub”), pursuant to which Merger Sub will merge with and into Versum, with Versum surviving and continuing as the surviving corporation in the merger and a wholly-owned subsidiary of Parent (“the merger agreement proposal”).

 

Management

 

For

 

For

 

2.

 

Approval, on a non-binding, advisory basis, of the compensation that will or may be paid to Versum’s named executive officers in connection with the transactions contemplated by the merger agreement (“the compensation proposal”).

 

Management

 

For

 

For

 

3.

 

Approval of the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement proposal or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Versum stockholders (“the adjournment proposal”).

 

Management

 

For

 

For

 

 


 

PACIFIC BIOSCIENCES OF CALIFORNIA INC

 

Security

69404D108

Meeting Type

Annual

Ticker Symbol

PACB

Meeting Date

18-Jun-2019

ISIN

US69404D1081

Agenda

935029593 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Class III Director: David Botstein

 

Management

 

For

 

For

 

1.2

 

Election of Class III Director: William Ericson

 

Management

 

For

 

For

 

1.3

 

Election of Class III Director: Kathy Ordoñez

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.

 

Management

 

For

 

For

 

 

TARSUS GROUP PLC

 

Security

G6513R100

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

19-Jun-2019

ISIN

JE00B3DG9318

Agenda

711220905 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2018

 

Management

 

For

 

For

 

2

 

TO APPROVE THE DIRECTORS’ REMUNERATION POLICY FOR THE YEAR ENDED 31 DECEMBER 2018

 

Management

 

For

 

For

 

3

 

TO APPROVE THE DIRECTORS’ ANNUAL REPORT ON REMUNERATION FOR THE YEAR ENDED 31 DECEMBER 2018

 

Management

 

For

 

For

 

4

 

TO APPROVE THE PAYMENT OF A FINAL DIVIDEND OF 7.7 PENCE PER SHARE ON THE ORDINARY SHARES IN THE CAPITAL OF THE COMPANY

 

Management

 

For

 

For

 

5

 

TO RE-ELECT NEVILLE BUCH AS A DIRECTOR

 

Management

 

For

 

For

 

6

 

TO RE-ELECT DOUGLAS EMSLIE AS A DIRECTOR

 

Management

 

For

 

For

 

7

 

TO RE-ELECT DANIEL O’BRIEN AS A DIRECTOR

 

Management

 

For

 

For

 

8

 

TO RE-ELECT DAVID GILBERTSON AS A DIRECTOR

 

Management

 

For

 

For

 

9

 

TO RE-ELECT ROBERT WARE AS A DIRECTOR

 

Management

 

For

 

For

 

10

 

TO RE-ELECT KEITH MANSFIELD AS A DIRECTOR

 

Management

 

For

 

For

 

11

 

TO RE-APPOINT DELOITTE LLP AS AUDITOR OF THE COMPANY

 

Management

 

For

 

For

 

12

 

TO AUTHORISE THE AUDIT COMMITTEE OF THE COMPANY TO DETERMINE THE REMUNERATION OF THE AUDITOR

 

Management

 

For

 

For

 

13

 

TO AUTHORISE THE DIRECTORS TO ALLOT EQUITY SECURITIES

 

Management

 

For

 

For

 

14

 

TO AUTHORISE THE COMPANY TO HOLD SHARES WHICH IT HAS REPURCHASED AS TREASURY SHARES

 

Management

 

For

 

For

 

15

 

TO AUTHORISE THE COMPANY TO EXECUTE DOCUMENTS TO ENABLE IT TO HOLD SHARES WHICH IT HAS REPURCHASED AS TREASURY SHARES

 

Management

 

For

 

For

 

16

 

TO AUTHORISE THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS

 

Management

 

For

 

For

 

17

 

TO AUTHORISE THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS - ADDITIONAL AUTHORITY

 

Management

 

For

 

For

 

18

 

TO AUTHORISE THE COMPANY TO MAKE MARKET PURCHASES OF ITS SHARES

 

Management

 

For

 

For

 

 


 

MELLANOX TECHNOLOGIES LTD.

 

Security

M51363113

Meeting Type

Special

Ticker Symbol

MLNX

Meeting Date

20-Jun-2019

ISIN

IL0011017329

Agenda

935031980 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Are you a Parent Affiliate (as defined in the Proxy Statement)? By selecting FOR I confirm that I AM NOT a Parent Affiliate and by selecting AGAINST I confirm that I AM a Parent Affiliate.

 

Management

 

No Action

 

 

 

1b.

 

The Merger Proposal: To approve the acquisition of the Company by NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), including the approval of (a) the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated March 10, 2019, by and among Parent, Teal Barvaz Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Merger Sub”), NVIDIA Corporation, a Delaware corporation ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

2.

 

The Adjournment Proposal: To approve the adjournment of the Extraordinary General Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Extraordinary General Meeting.

 

Management

 

For

 

For

 

3.

 

The Merger-Related Executive Compensation Proposal: To approve on a nonbinding, advisory basis, any “golden parachute compensation” that will or may become payable to the Company’s named executive officers in connection with the Merger.

 

Management

 

For

 

For

 

4a.

 

Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 4b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal.

 

Management

 

No Action

 

 

 

4b.

 

The CEO Base Salary Proposal: To approve the increase in annual base cash compensation for Eyal Waldman, our chief executive officer, from $610,000 to $650,000.

 

Management

 

For

 

For

 

5a.

 

Do you have a Personal Interest with regards to Proposal 5b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal.

 

Management

 

No Action

 

 

 

5b.

 

The CEO Cash Incentive Proposal: To approve the grant to Mr. Waldman of a 2019 performance-based cash incentive award, which will be tied to the Company’s achievement of pre-established revenue and adjusted operating income objectives for fiscal 2019 and which will be measured and paid, if earned, in 2020.

 

Management

 

For

 

For

 

6a.

 

Do you have a Personal Interest with regards to Proposal 6b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal.

 

Management

 

No Action

 

 

 

6b.

 

The CEO Severance Proposal: To approve the amendment and restatement of Mr. Waldman’s executive severance benefits agreement, in accordance with the Amended Severance Agreement attached as Annex D to the Proxy Statement, to (i) amend the benefits thereunder to two years of base salary and two years of target bonus (to be paid in accordance with the terms and conditions therein) and vesting acceleration of 100% of his equity awards in the event of certain employment terminations ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

7a.

 

Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 7b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal.

 

Management

 

No Action

 

 

 

7b.

 

The CEO Equity Award Proposal: To approve the grant to Mr.Waldman of a 2019 equity incentive award of 55,696 restricted share units.

 

Management

 

For

 

For

 

8a.

 

Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 8b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal.

 

Management

 

No Action

 

 

 

8b.

 

The CEO Tax Equalization Proposal: To approve certain tax equalization payments to Mr. Waldman to reimburse Mr. Waldman for additional personal income tax liability incurred as the result of him allocating his time between Israel and the United States in the amount of $54,000 for the 2018 tax year and an amount to be determined consistently with past practice but not to exceed $125,000 for the 2019 tax year to be made as soon as administratively practicable after the tax differential is ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

9.

 

The Waters Bonus Proposal: To approve payment of a cash bonus of $25,000 to Greg Waters, an independent member of the Company’s board of directors, in recognition of his services with respect to the Merger.

 

Management

 

For

 

For

 

 


 

MELLANOX TECHNOLOGIES LTD.

 

Security

M51363113

Meeting Type

Special

Ticker Symbol

MLNX

Meeting Date

20-Jun-2019

ISIN

IL0011017329

Agenda

935045749 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Are you a Parent Affiliate (as defined in the Proxy Statement)? By selecting FOR I confirm that I AM NOT a Parent Affiliate and by selecting AGAINST I confirm that I AM a Parent Affiliate.

 

Management

 

No Action

 

 

 

1b.

 

The Merger Proposal: To approve the acquisition of the Company by NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), including the approval of (a) the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated March 10, 2019, by and among Parent, Teal Barvaz Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Merger Sub”), NVIDIA Corporation, a Delaware corporation ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

2.

 

The Adjournment Proposal: To approve the adjournment of the Extraordinary General Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Extraordinary General Meeting.

 

Management

 

For

 

For

 

3.

 

The Merger-Related Executive Compensation Proposal: To approve on a nonbinding, advisory basis, any “golden parachute compensation” that will or may become payable to the Company’s named executive officers in connection with the Merger.

 

Management

 

For

 

For

 

4a.

 

Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 4b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal.

 

Management

 

No Action

 

 

 

4b.

 

The CEO Base Salary Proposal: To approve the increase in annual base cash compensation for Eyal Waldman, our chief executive officer, from $610,000 to $650,000.

 

Management

 

For

 

For

 

5a.

 

Do you have a Personal Interest with regards to Proposal 5b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal.

 

Management

 

No Action

 

 

 

5b.

 

The CEO Cash Incentive Proposal: To approve the grant to Mr. Waldman of a 2019 performance-based cash incentive award, which will be tied to the Company’s achievement of pre-established revenue and adjusted operating income objectives for fiscal 2019 and which will be measured and paid, if earned, in 2020.

 

Management

 

For

 

For

 

6a.

 

Do you have a Personal Interest with regards to Proposal 6b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal.

 

Management

 

No Action

 

 

 

6b.

 

The CEO Severance Proposal: To approve the amendment and restatement of Mr. Waldman’s executive severance benefits agreement, in accordance with the Amended Severance Agreement attached as Annex D to the Proxy Statement, to (i) amend the benefits thereunder to two years of base salary and two years of target bonus (to be paid in accordance with the terms and conditions therein) and vesting acceleration of 100% of his equity awards in the event of certain employment terminations ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

7a.

 

Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 7b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal.

 

Management

 

No Action

 

 

 

7b.

 

The CEO Equity Award Proposal: To approve the grant to Mr.Waldman of a 2019 equity incentive award of 55,696 restricted share units.

 

Management

 

For

 

For

 

8a.

 

Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 8b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal.

 

Management

 

No Action

 

 

 

8b.

 

The CEO Tax Equalization Proposal: To approve certain tax equalization payments to Mr. Waldman to reimburse Mr. Waldman for additional personal income tax liability incurred as the result of him allocating his time between Israel and the United States in the amount of $54,000 for the 2018 tax year and an amount to be determined consistently with past practice but not to exceed $125,000 for the 2019 tax year to be made as soon as administratively practicable after the tax differential is ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

9.

 

The Waters Bonus Proposal: To approve payment of a cash bonus of $25,000 to Greg Waters, an independent member of the Company’s board of directors, in recognition of his services with respect to the Merger.

 

Management

 

For

 

For

 

 


 

SPECTRUM ASA

 

Security

R8309K107

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

21-Jun-2019

ISIN

NO0010429145

Agenda

711229701 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

CMMT

 

SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE-TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME-ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE-DAY AFTER THE MEETING.

 

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

 

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

 

 

 

 

 

1

 

OPENING OF THE GENERAL MEETING BY THE CHAIRPERSON OF THE BOARD OF DIRECTORS,- PAAL STAMPE. REGISTRATION OF ATTENDING SHAREHOLDERS AND ATTORNEYS

 

Non-Voting

 

 

 

 

 

2

 

ELECTION OF A CHAIRPERSON AND A PERSON TO CO-SIGN THE MINUTES

 

Management

 

For

 

For

 

3

 

APPROVAL OF THE NOTICE AND THE AGENDA. THE BOARD OF DIRECTORS PROPOSES THAT THE GENERAL MEETING APPROVE THE NOTICE AND THE AGENDA

 

Management

 

For

 

For

 

4

 

MERGER WITH TGS AS

 

Management

 

For

 

For

 

 


 

WELLCARE HEALTH PLANS, INC.

 

Security

94946T106

Meeting Type

Special

Ticker Symbol

WCG

Meeting Date

24-Jun-2019

ISIN

US94946T1060

Agenda

935041587 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of March 26, 2019 (the “Merger Agreement”), by and among Centene Corporation, Wellington Merger Sub I, Inc., Wellington Merger Sub II, Inc. and WellCare Health Plans, Inc. (“WellCare”), as may be amended from time to time (the “Merger Agreement Proposal”).

 

Management

 

For

 

For

 

2.

 

To approve, on a non-binding advisory basis, compensation payable to executive officers of WellCare in connection with the transactions contemplated by the Merger Agreement.

 

Management

 

For

 

For

 

3.

 

To approve any proposal to adjourn the special meeting of stockholders of WellCare (the “WellCare Special Meeting”) from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the WellCare Special Meeting to approve the Merger Agreement Proposal.

 

Management

 

For

 

For

 

 


 

WABCO HOLDINGS INC.

 

Security

92927K102

Meeting Type

Special

Ticker Symbol

WBC

Meeting Date

27-Jun-2019

ISIN

US92927K1025

Agenda

935038249 - 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 March 28, 2019 (the “Merger Agreement”), by and among WABCO Holdings Inc., ZF Friedrichshafen AG and Verona Merger Sub Corp.

 

Management

 

For

 

For

 

2.

 

To approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the named executive officers of WABCO Holdings Inc. in connection with the merger.

 

Management

 

For

 

For

 

3.

 

To approve one or more adjournments or postponements 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 then-scheduled date and time of the special meeting.

 

Management

 

For

 

For

 

 

ADVANCED DISPOSAL SERVICES INC.

 

Security

00790X101

Meeting Type

Special

Ticker Symbol

ADSW

Meeting Date

28-Jun-2019

ISIN

US00790X1019

Agenda

935041602 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

To adopt the Agreement and Plan of Merger (as may be amended from time to time, the merger agreement), dated as of April 14, 2019, by and among Advanced Disposal Services, Inc. (Advanced Disposal), Waste Management, Inc. and Everglades Merger Sub Inc. (Merger Sub) pursuant to which Merger Sub will merge with and into Advanced Disposal.

 

Management

 

For

 

For

 

2

 

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

 

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 merger agreement.

 

Management

 

For

 

For

 

 


 

 

WATER ISLAND DIVERSIFIED EVENT-DRIVEN FUND (formerly, Arbitrage Event Driven Fund)

 

Investment Company Report

 

XEROX CORPORATION

 

Security

984121608

Meeting Type

Annual

Ticker Symbol

XRX

Meeting Date

31-Jul-2018

ISIN

US9841216081

Agenda

934849677 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Gregory Q. Brown

 

Management

 

For

 

For

 

1.2

 

Election of Director: Keith Cozza

 

Management

 

For

 

For

 

1.3

 

Election of Director: Jonathan Christodoro

 

Management

 

For

 

For

 

1.4

 

Election of Director: Joseph J. Echevarria

 

Management

 

For

 

For

 

1.5

 

Election of Director: Nicholas Graziano

 

Management

 

For

 

For

 

1.6

 

Election of Director: Cheryl Gordon Krongard

 

Management

 

For

 

For

 

1.7

 

Election of Director: Scott Letier

 

Management

 

For

 

For

 

1.8

 

Election of Director: Sara Martinez Tucker

 

Management

 

For

 

For

 

1.9

 

Election of Director: Giovanni (“John”) Visentin

 

Management

 

For

 

For

 

2.

 

Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018.

 

Management

 

For

 

For

 

3.

 

Approval, on an advisory basis, of the 2017 compensation of our named executive officers.

 

Management

 

For

 

For

 

4.

 

Authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals.

 

Management

 

For

 

For

 

 

DXC TECHNOLOGY COMPANY

 

Security

23355L106

Meeting Type

Annual

Ticker Symbol

DXC

Meeting Date

15-Aug-2018

ISIN

US23355L1061

Agenda

934853284 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Mukesh Aghi

 

Management

 

For

 

For

 

1b.

 

Election of Director: Amy E. Alving

 

Management

 

For

 

For

 

1c.

 

Election of Director: David L. Herzog

 

Management

 

For

 

For

 

1d.

 

Election of Director: Sachin Lawande

 

Management

 

For

 

For

 

1e.

 

Election of Director: J. Michael Lawrie

 

Management

 

For

 

For

 

1f.

 

Election of Director: Mary L. Krakauer

 

Management

 

For

 

For

 

1g.

 

Election of Director: Julio A. Portalatin

 

Management

 

For

 

For

 

1h.

 

Election of Director: Peter Rutland

 

Management

 

For

 

For

 

1i.

 

Election of Director: Manoj P. Singh

 

Management

 

For

 

For

 

1j.

 

Election of Director: Robert F. Woods

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year ending March 31, 2019

 

Management

 

For

 

For

 

3.

 

Approval, by advisory vote, of named executive officer compensation

 

Management

 

For

 

For

 

 

DCT INDUSTRIAL TRUST INC.

 

Security

233153204

Meeting Type

Special

Ticker Symbol

DCT

Meeting Date

20-Aug-2018

ISIN

US2331532042

Agenda

934858284 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the merger of DCT Industrial Trust Inc. with and into Prologis, Inc., with Prologis, Inc. surviving the merger (the “company merger”), on the terms and conditions set forth in the Agreement and Plan of Merger, dated as of April 29, 2018, as may be amended from time to time, by and among Prologis, Inc., Prologis, L.P., DCT Industrial Trust Inc. and DCT Industrial Operating Partnership LP (the “merger agreement”).

 

Management

 

For

 

For

 

2.

 

To approve a non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of DCT Industrial Trust Inc. in connection with the mergers and transactions contemplated under the merger agreement.

 

Management

 

For

 

For

 

3.

 

To approve one or more adjournments of the special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the company merger on the terms and conditions set forth in the merger agreement.

 

Management

 

For

 

For

 

 


 

COTIVITI HOLDINGS, INC.

 

Security

22164K101

Meeting Type

Special

Ticker Symbol

COTV          

Meeting Date

24-Aug-2018

ISIN

US22164K1016

Agenda

934861356 - 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, “Merger Agreement”), by and among Cotiviti Holdings, Inc., Verscend Technologies, Inc. and Rey Merger Sub, Inc., a wholly owned subsidiary of Verscend Technologies, Inc., and approve transactions contemplated thereby, including the merger of Rey Merger Sub, Inc. with and into Cotiviti Holdings, Inc. (the “Merger”), with Cotiviti Holdings, Inc. continuing as the surviving corporation and a wholly owned subsidiary of Verscend Technologies, Inc. (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 Cotiviti Holdings, Inc. in connection with the Merger

 

Management

 

For

 

For

 

3.

 

To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting.

 

Management

 

For

 

For

 

 

VECTREN CORPORATION

 

Security

92240G101

Meeting Type

Special

Ticker Symbol

VVC           

Meeting Date

28-Aug-2018

ISIN

US92240G1013

Agenda

934858791 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approve the Agreement and Plan of Merger, dated as of April 21, 2018, by and among Vectren Corporation, CenterPoint Energy, Inc. and Pacer Merger Sub, Inc., a wholly owned subsidiary of CenterPoint Energy, Inc., and the transactions contemplated thereby, including the merger of Pacer Merger Sub, Inc. with and into Vectren Corporation.

 

Management

 

For

 

For

 

2.

 

Approve a non-binding advisory proposal approving the compensation of the named executive officers that will or may become payable in connection with the merger.

 

Management

 

For

 

For

 

3.

 

Approve any motion to adjourn the Special Meeting, if necessary.

 

Management

 

For

 

For

 

 

RADISYS CORPORATION

 

Security

750459109

Meeting Type

Special

Ticker Symbol

RSYS          

Meeting Date

05-Sep-2018

ISIN

US7504591097

Agenda

934868033 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.  

 

To approve the Agreement and Plan of Merger, dated as of June 29, 2018, by and among Radisys Corporation, Reliance Industries Limited and Integrated Cloud Orchestration (ICO), Inc., as it may be amended from time to time (the “Merger Agreement”), and approve the transactions contemplated thereby.

 

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 the Merger Agreement and approve the transactions contemplated thereby at the time of the Special Meeting.

 

Management

 

For

 

For

 

3.  

 

To approve, by nonbinding, advisory vote, certain compensation that may or will become payable to Radisys Corporation’s named executive officers by Radisys Corporation in connection with the Merger.

 

Management

 

For

 

For

 

 


 

ENVISION HEALTHCARE CORPORATION

 

Security

29414D100

Meeting Type

Annual

Ticker Symbol

EVHC

Meeting Date

11-Sep-2018

ISIN

US29414D1000

Agenda

934868374 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.  

 

To adopt the Agreement and Plan of Merger, dated as of June 10, 2018 (as it may be amended from time to time, the “merger agreement”), by and among Envision Healthcare Corporation, a Delaware corporation (“Envision” or the “Company”), Enterprise Parent Holdings Inc., a Delaware corporation (“Parent”) and Enterprise Merger Sub Inc., an indirect wholly owned subsidiary of Parent (the “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 Envision’s named executive officers in connection with the merger.

 

Management

 

For

 

For

 

3.  

 

To approve the adjournment of the annual meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

 

Management

 

For

 

For

 

4A. 

 

Election of Class II Director: John T. Gawaluck

 

Management

 

For

 

For

 

4B. 

 

Election of Class II Director: Joey A. Jacobs

 

Management

 

For

 

For

 

4C. 

 

Election of Class II Director: Kevin P. Lavender

 

Management

 

For

 

For

 

4D. 

 

Election of Class II Director: Leonard M. Riggs, Jr., M.D.

 

Management

 

For

 

For

 

5.  

 

To amend Envision’s Second Amended and Restated Certificate of Incorporation, dated December 1, 2016 to declassify the Board of Directors and to eliminate the Series A-1 Mandatory Convertible Preferred Stock.

 

Management

 

For

 

For

 

6.  

 

To approve, on an advisory (non-binding) basis, of the compensation of Envision’s named executive officers.

 

Management

 

For

 

For

 

7.  

 

To ratify the appointment of Deloitte & Touche LLP as Envision Healthcare Corporation’s independent registered public accounting firm for the year ending December 31, 2018.

 

Management

 

For

 

For

 

 

LIONS GATE ENTERTAINMENT CORP.

 

Security

535919401

Meeting Type

Annual

Ticker Symbol

LGFA

Meeting Date

11-Sep-2018

ISIN

CA5359194019

Agenda

934862295 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a. 

 

Election of Director: Michael Burns

 

Management

 

For

 

For

 

1b. 

 

Election of Director: Gordon Crawford

 

Management

 

For

 

For

 

1c. 

 

Election of Director: Arthur Evrensel

 

Management

 

For

 

For

 

1d. 

 

Election of Director: Jon Feltheimer

 

Management

 

For

 

For

 

1e. 

 

Election of Director: Emily Fine

 

Management

 

For

 

For

 

1f. 

 

Election of Director: Michael T. Fries

 

Management

 

For

 

For

 

1g. 

 

Election of Director: Sir Lucian Grainge

 

Management

 

For

 

For

 

1h. 

 

Election of Director: Susan McCaw

 

Management

 

For

 

For

 

1i. 

 

Election of Director: Mark H. Rachesky, M.D.

 

Management

 

For

 

For

 

1j. 

 

Election of Director: Daniel Sanchez

 

Management

 

For

 

For

 

1k. 

 

Election of Director: Daryl Simm

 

Management

 

For

 

For

 

1l. 

 

Election of Director: Hardwick Simmons

 

Management

 

For

 

For

 

1m. 

 

Election of Director: David M. Zaslav

 

Management

 

For

 

For

 

2.  

 

Proposal to reappoint Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending March 31, 2019 at a remuneration to be determined by the directors of the Company.

 

Management

 

For

 

For

 

3.  

 

Proposal to conduct an advisory vote to approve executive compensation.

 

Management

 

For

 

For

 

4. ��

 

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting.

 

Management

 

For

 

For

 

 


 

EDUCATION REALTY TRUST, INC.

 

Security

28140H203

Meeting Type

Special

Ticker Symbol

EDR

Meeting Date

14-Sep-2018

ISIN

US28140H2031

Agenda

934868893 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.  

 

To approve merger of Education Realty Trust, Inc. with & into GSHGIF REIT, an affiliate of Greystar Real Estate Partners, LLC (“REIT merger”), pursuant to Agreement & Plan of Merger (“merger agreement”), among Education Realty Trust, Inc., Education Realty Operating Partnership, LP, Education Realty OP GP, Inc., University Towers Operating Partnership, LP, University Towers OP GP, LLC & certain other affiliates of Greystar Real Estate Partners, LLC, as it may amended from time to time (“merger 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 Education Realty Trust, Inc. that is based on or otherwise relates to the mergers contemplated by the merger agreement (the “merger related compensation proposal”).

 

Management

 

For

 

For

 

3.  

 

To approve any adjournment of the special meeting to a later date or time, if necessary or appropriate, including for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the special meeting to approve the REIT merger (the “adjournment proposal”).

 

Management

 

For

 

For

 

 

JOHN LAING INFRASTRUCTURE FUND LTD.

 

Security

G5146X104

Meeting Type

Court Meeting

Ticker Symbol

 

Meeting Date

24-Sep-2018

ISIN

GG00B4ZWPH08

Agenda

709906222 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1   

 

THAT THE SCHEME BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS, A PRINT OF WHICH HAS BEEN PRODUCED TO THIS MEETING AND, FOR THE PURPOSES OF IDENTIFICATION SIGNED BY THE CHAIRMAN HEREOF, IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION APPROVED OR IMPOSED BY THE COURT, BE APPROVED

 

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

 

 

 

 

 

 

JOHN LAING INFRASTRUCTURE FUND LTD.

 

Security

G5146X104

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

24-Sep-2018

ISIN

GG00B4ZWPH08

Agenda

709906234 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1   

 

THAT: 1. THE DIRECTORS OF THE COMPANY BE AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY, DESIRABLE OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND 2. WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF INCORPORATION OF THE COMPANY BE AND ARE HEREBY AMENDED BY THE ADOPTION AND INCLUSION OF THE NEW ARTICLE 55, AS SET OUT IN THE NOTICE OF THE EGM

 

Management

 

For

 

For

 

 

THE PROCTER & GAMBLE COMPANY

 

Security

742718109

Meeting Type

Annual

Ticker Symbol

PG

Meeting Date

09-Oct-2018

ISIN

US7427181091

Agenda

934870115 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a. 

 

Election of Director: Francis S. Blake

 

Management

 

For

 

For

 

1b. 

 

Election of Director: Angela F. Braly

 

Management

 

For

 

For

 

1c. 

 

Election of Director: Amy L. Chang

 

Management

 

For

 

For

 

1d. 

 

Election of Director: Kenneth I. Chenault

 

Management

 

For

 

For

 

1e. 

 

Election of Director: Scott D. Cook

 

Management

 

For

 

For

 

1f. 

 

Election of Director: Joseph Jimenez

 

Management

 

For

 

For

 

1g. 

 

Election of Director: Terry J. Lundgren

 

Management

 

For

 

For

 

1h. 

 

Election of Director: W. James McNerney, Jr.

 

Management

 

For

 

For

 

1i. 

 

Election of Director: Nelson Peltz

 

Management

 

For

 

For

 

1j. 

 

Election of Director: David S. Taylor

 

Management

 

For

 

For

 

1k. 

 

Election of Director: Margaret C. Whitman

 

Management

 

For

 

For

 

1l. 

 

Election of Director: Patricia A. Woertz

 

Management

 

For

 

For

 

1m. 

 

Election of Director: Ernesto Zedillo

 

Management

 

For

 

For

 

2.  

 

Ratify Appointment of the Independent Registered Public Accounting Firm

 

Management

 

For

 

For

 

3.  

 

Advisory Vote on the Company’s Executive Compensation (the “Say on Pay” vote)

 

Management

 

For

 

For

 

 


 

ALTABA INC.

 

Security

021346101

Meeting Type

Annual

Ticker Symbol

AABA

Meeting Date

16-Oct-2018

ISIN

US0213461017

Agenda

934873628 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1 

 

Election of Director: Tor R. Braham

 

Management

 

For

 

For

 

1.2 

 

Election of Director: Eric K. Brandt

 

Management

 

For

 

For

 

1.3 

 

Election of Director: Catherine J. Friedman

 

Management

 

For

 

For

 

1.4 

 

Election of Director: Richard L. Kauffman

 

Management

 

For

 

For

 

1.5 

 

Election of Director: Thomas J. McInerney

 

Management

 

For

 

For

 

 

PINNACLE FOODS INC.

 

Security

72348P104

Meeting Type

Special

Ticker Symbol

PF

Meeting Date

23-Oct-2018

ISIN

US72348P1049

Agenda

934878995 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.  

 

Adopt the Agreement and Plan of Merger, dated as of June 26, 2018, as it may be amended from time to time (the “merger agreement”), by and among Pinnacle Foods Inc., a Delaware corporation, Conagra Brands Inc., a Delaware corporation, and Patriot Merger Sub Inc., a Delaware corporation.

 

Management

 

For

 

For

 

2.  

 

Approve, on a non-binding, advisory basis, the compensation that may be paid or may become payable to Pinnacle Foods Inc.’s named executive officers in connection with, or following, the closing of the merger contemplated by the merger agreement.

 

Management

 

For

 

For

 

3.  

 

Approve adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement at the time of the Special Meeting.

 

Management

 

For

 

For

 

 

FOREST CITY REALTY TRUST, INC.

 

Security

345605109

Meeting Type

Special

Ticker Symbol

FCEA

Meeting Date

15-Nov-2018

ISIN

US3456051099

Agenda

934889568 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.  

 

Forest City Realty Trust, Inc. and the other transactions contemplated by the Agreement and Plan of Merger, and as it may be amended from time to time, among Forest City Realty Trust, Inc., Antlia Holdings LLC and Antlia Merger Sub Inc., as more particularly described in the Proxy Statement.

 

Management

 

For

 

For

 

2.  

 

To approve, by a non-binding, advisory vote, certain compensation arrangements for Forest City Realty Trust, Inc.’s named executive officers in connection with the merger, as more particularly described in the Proxy Statement.

 

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 proposal 1, as more particularly described in the Proxy Statement.

 

Management

 

For

 

For

 

 


 

KABEL DEUTSCHLAND HOLDING AG, UNTERFOEHRING B.MUEN

 

Security

D6424C104

Meeting Type

Annual General Meeting

Ticker Symbol

 

Meeting Date

20-Nov-2018

ISIN

DE000KD88880

Agenda

710025683 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

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

 

PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 30 OCT 2018,-WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS-DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE-WITH THE GERMAN LAW. THANK YOU.

 

Non-Voting

 

 

 

 

 

CMMT

 

COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 05.11.2018. FURTHER INFORMATION ON-COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER-TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE-ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES-DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN-THE BALLOT ON PROXYEDGE.

 

Non-Voting

 

 

 

 

 

1

 

PRESENTATION OF THE FINANCIAL STATEMENTS AND ANNUAL REPORTS FOR THE 2017/2018-FINANCIAL YEAR WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL-STATEMENTS AND GROUP ANNUAL REPORT

 

Non-Voting

 

 

 

 

 

2

 

RATIFICATION OF THE ACTS OF THE BOARD OF MDS

 

Management

 

For

 

For

 

3

 

RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

4

 

APPOINTMENT OF AUDITORS THE FOLLOWING ACCOUNTANTS SHALL BE APPOINTED AS AUDITORS AND GROUP AUDITORS FOR THE 2018/2019 FINANCIAL YEAR: PRICEWATERHOUSECOOPERS GMBH, DUSSELDORF

 

Management

 

For

 

For

 

 

SHIRE PLC

 

Security

82481R106

Meeting Type

Special

Ticker Symbol

SHPG

Meeting Date

05-Dec-2018

ISIN

US82481R1068

Agenda

934899622 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the Scheme of Arrangement.

 

Management

 

For

 

For

 

2.

 

Special Resolution: THAT for the purpose of giving effect to the Scheme of Arrangement: (1) the Board of Directors of the Company (the “Board”) be authorized to take all such action as they may consider necessary or appropriate for carrying the Scheme of Arrangement into effect, (2) the articles of association of the Company be amended by the adoption and inclusion of a new Article 154 and (3) conditional upon and with effect from the sanctioning of the Scheme of Arrangement ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

 


 

THE HAIN CELESTIAL GROUP, INC.

 

Security

405217100

Meeting Type

Annual

Ticker Symbol

HAIN

Meeting Date

05-Dec-2018

ISIN

US4052171000

Agenda

934895802 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Celeste A. Clark

 

Management

 

For

 

For

 

1b.

 

Election of Director: Andrew R. Heyer

 

Management

 

Against

 

Against

 

1c.

 

Election of Director: R. Dean Hollis

 

Management

 

For

 

For

 

1d.

 

Election of Director: Shervin J. Korangy

 

Management

 

For

 

For

 

1e.

 

Election of Director: Roger Meltzer

 

Management

 

Against

 

Against

 

1f.

 

Election of Director: Mark Schiller

 

Management

 

For

 

For

 

1g.

 

Election of Director: Jack L. Sinclair

 

Management

 

For

 

For

 

1h.

 

Election of Director: Glenn W. Welling

 

Management

 

For

 

For

 

1i.

 

Election of Director: Dawn M. Zier

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory basis, named executive officer compensation for the fiscal year ended June 30, 2018.

 

Management

 

For

 

For

 

3.

 

To ratify the appointment of Ernst & Young LLP to act as registered independent accountants of the Company for the fiscal year ending June 30, 2019.

 

Management

 

For

 

For

 

 

SSGA FUNDS

 

Security

857492706

Meeting Type

Special

Ticker Symbol

GVMXX

Meeting Date

18-Dec-2018

ISIN

US8574927062

Agenda

934897123 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

2.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

John R. Costantino

 

 

 

For

 

For

 

 

 

2

Michael A. Jessee

 

 

 

For

 

For

 

 

 

3

Ellen M. Needham

 

 

 

For

 

For

 

 

 

4

Donna M. Rapaccioli

 

 

 

For

 

For

 

 

RED HAT, INC.

 

Security

756577102

Meeting Type

Special

Ticker Symbol

RHT

Meeting Date

16-Jan-2019

ISIN

US7565771026

Agenda

934914222 - 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 October 28, 2018, which we refer to as the merger agreement, by and among Red Hat, Inc., International Business Machines Corporation and Socrates Acquisition Corp.

 

Management

 

For

 

For

 

2.

 

To approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the named executive officers of Red Hat, Inc. in connection with the merger.

 

Management

 

For

 

For

 

3.

 

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 then-scheduled date and time of the special meeting.

 

Management

 

For

 

For

 

 

ESTERLINE TECHNOLOGIES CORPORATION

 

Security

297425100

Meeting Type

Special

Ticker Symbol

ESL

Meeting Date

17-Jan-2019

ISIN

US2974251009

Agenda

934910844 - 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 October 9, 2018 by and among Esterline Technologies Corporation, TransDigm Group Incorporated, and Thunderbird Merger Sub Inc.

 

Management

 

For

 

For

 

2.

 

To approve, by non-binding, advisory vote, compensation that will or may become payable by Esterline Technologies Corporation to its named executive officers in connection with the merger contemplated by the merger agreement.

 

Management

 

For

 

For

 

3.

 

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

 

 


 

AMER SPORTS CORPORATION

 

Security

X01416118

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

 

Meeting Date

23-Jan-2019

ISIN

FI0009000285

Agenda

710364996 - 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

 

A POA IS NEEDED TO APPOINT OWN REPRESENTATIVE BUT IS NOT NEEDED IF A FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE SHAREHOLDER IS FINNISH THEN A POA WOULD-STILL BE REQUIRED.

 

Non-Voting

 

 

 

 

 

1

 

OPENING OF THE MEETING

 

Non-Voting

 

 

 

 

 

2

 

CALLING THE MEETING TO ORDER

 

Non-Voting

 

 

 

 

 

3

 

ELECTION OF PERSONS TO SCRUTINIZE THE MINUTES AND TO SUPERVISE THE COUNTING-OF VOTES

 

Non-Voting

 

 

 

 

 

4

 

RECORDING THE LEGALITY OF THE MEETING

 

Non-Voting

 

 

 

 

 

5

 

RECORDING THE ATTENDANCE AT THE MEETING AND THE LIST OF VOTES

 

Non-Voting

 

 

 

 

 

6

 

RESOLUTION ON THE AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY: ARTICLE 11

 

Management

 

For

 

For

 

7

 

RESOLUTION ON THE RIGHT OF THE CURRENT MEMBERS OF THE BOARD OF DIRECTORS TO ACCEPT THE TENDER OFFER FOR THEIR SHARES

 

Management

 

For

 

For

 

8

 

CLOSING OF THE MEETING

 

Non-Voting

 

 

 

 

 

 

AIR PRODUCTS AND CHEMICALS, INC.

 

Security

009158106

Meeting Type

Annual

Ticker Symbol

APD

Meeting Date

24-Jan-2019

ISIN

US0091581068

Agenda

934911137 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Susan K. Carter

 

Management

 

For

 

For

 

1b.

 

Election of Director: Charles I. Cogut

 

Management

 

For

 

For

 

1c.

 

Election of Director: Seifi Ghasemi

 

Management

 

For

 

For

 

1d.

 

Election of Director: Chadwick C. Deaton

 

Management

 

For

 

For

 

1e.

 

Election of Director: David H. Y. Ho

 

Management

 

For

 

For

 

1f.

 

Election of Director: Margaret G. McGlynn

 

Management

 

For

 

For

 

1g.

 

Election of Director: Edward L. Monser

 

Management

 

For

 

For

 

1h.

 

Election of Director: Matthew H. Paull

 

Management

 

For

 

For

 

2.

 

Advisory vote approving Executive Officer compensation.

 

Management

 

For

 

For

 

3.

 

Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019.

 

Management

 

For

 

For

 

 

PACIFIC BIOSCIENCES OF CALIFORNIA INC

 

Security

69404D108

Meeting Type

Special

Ticker Symbol

PACB

Meeting Date

24-Jan-2019

ISIN

US69404D1081

Agenda

934916252 - Management

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of November 1, 2018, as it may be amended from time to time, by and among Pacific Biosciences of California, Inc., Illumina, Inc., and FC Ops Corp.

 

Management

 

For

 

For

 

2.