| UNITED STATES | OMB APPROVAL |
| SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0582 |
| Expires: March 31, 2018 | |
| Estimated average burden hours per response......7.2 |
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-21410
The Weitz Funds | |||
(Exact name of registrant as specified in charter) | |||
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1125 South 103rd Street, Suite 200, Omaha NE | 68124 | ||
(Address of principal executive offices) | (Zip code) | ||
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Wallace R. Weitz, President | |||
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The Weitz Funds | |||
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1125 South 103rd Street, Suite 200, Omaha, NE 68124 | |||
(Name and address of agent for service) | |||
Registrant’s telephone number, including area code: | 402-391-1980 |
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Date of fiscal year end: | 3/31/17 |
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Date of reporting period: | 6/30/17 |
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Item 1. Proxy Voting Record.
Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:
(a) The name of the issuer of the portfolio security;
(b) The exchange ticker symbol of the portfolio security;
(c) The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security;
(d) The shareholder meeting date;
(e) A brief identification of the matter voted on;
(f) Whether the matter was proposed by the issuer or by a security holder;
(g) Whether the registrant cast its vote on the matter;
(h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
(i) Whether the registrant cast its vote for or against management.
The following Funds of The Weitz Funds had no voting records to report during this period:
Ultra Short Government Fund
Nebraska Tax-Free Income Fund
Fund Name |
| Ticker |
| Cusip |
| Company Name |
| Meeting Date |
| Meeting Type |
| Proposal |
| Presenter |
| Management |
| Voted |
| Weitz Vote |
BALANCED FUND |
| QVCA |
| 53071M104 |
| LIBERTY INTERACTIVE CORPORATION - QVCA |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, M. IAN G. GILCHRIST, MARK C. VADON, ANDREA L. WONG |
| M |
| FOR |
| YES |
| FOR |
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| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
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| 3. A PROPOSAL TO ADOPT THE LIBERTY INTERACTIVE CORPORATION 2016 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
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BALANCED FUND |
| DEO |
| 25243Q205 |
| DIAGEO PLC |
| 9/21/2016 |
| ANNUAL |
| 1. REPORT AND ACCOUNTS 2016. |
| M |
| FOR |
| YES |
| FOR |
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| 2. DIRECTORS’ REMUNERATION REPORT 2016. |
| M |
| FOR |
| YES |
| FOR |
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| 3. DECLARATION OF FINAL DIVIDEND. |
| M |
| FOR |
| YES |
| FOR |
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| 4. RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
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| 5. RE-ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION, CHAIRMAN OF COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
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| 6. RE-ELECTION OF HO KWONPING AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
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| 7. RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
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| 8. RE-ELECTION OF DR FB HUMER AS A DIRECTOR. (NOMINATION, CHAIRMAN OF COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
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| 9. RE-ELECTION OF NS MENDELSOHN AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
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| 10. RE-ELECTION OF IM MENEZES AS A DIRECTOR. (EXECUTIVE, CHAIRMAN OF COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
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| 11. RE-ELECTION OF PG SCOTT AS A DIRECTOR. (AUDIT, CHAIRMAN OF COMMITTEE, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
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| 12. RE-ELECTION OF AJH STEWART AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
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| 13. ELECTION OF J FERRAN AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
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| 14. ELECTION OF KA MIKELLS AS A DIRECTOR. (EXECUTIVE) |
| M |
| FOR |
| YES |
| FOR |
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| 15. ELECTION OF EN WALMSLEY AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
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| 16. RE-APPOINTMENT OF AUDITOR. |
| M |
| FOR |
| YES |
| FOR |
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| 17. REMUNERATION OF AUDITOR. |
| M |
| FOR |
| YES |
| FOR |
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| 18. AUTHORITY TO ALLOT SHARES. |
| M |
| FOR |
| YES |
| FOR |
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| 19. DISAPPLICATION OF PRE-EMPTION RIGHTS. |
| M |
| FOR |
| YES |
| FOR |
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| 20. AUTHORITY TO PURCHASE OWN ORDINARY SHARES AT 28 101/108 PENCE (THE ‘ORDINARY SHARES’). |
| M |
| FOR |
| YES |
| FOR |
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| 21. AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR POLITICAL EXPENDITURE IN THE EU. |
| M |
| FOR |
| YES |
| FOR |
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BALANCED FUND |
| BUD |
| 03524A108 |
| ANHEUSER-BUSCH INBEV SA |
| 9/28/2016 |
| SPECIAL |
| A1. APPROVE, IN ACCORDANCE WITH ARTICLE 23 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, THE TRANSACTION, INCLUDING THE ACQUISITION BY AB INBEV OF THE SHARES OF NEWBELCO AT A PRICE OF 0.45 EACH UNDER THE BELGIAN OFFER, FOR A VALUE EXCEEDING ONE THIRD OF THE CONSOLIDATED ASSETS OF AB INBEV |
| M |
| FOR |
| YES |
| FOR |
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| B4. APPROVE (I) THE MERGER TERMS, (II) THE BELGIAN MERGER, SUBJECT TO THE CONDITIONS SET OUT IN THE MERGER TERMS AND EFFECTIVE UPON PASSING OF THE FINAL NOTARIAL DEED, AND (III) THE DISSOLUTION WITHOUT LIQUIDATION OF AB INBEV UPON COMPLETION OF THE BELGIAN MERGER |
| M |
| FOR |
| YES |
| FOR |
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| B5. APPROVE, IN ACCORDANCE WITH ARTICLE 23 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, (I) THE DELISTING OF THE SECURITIES OF THE COMPANY FROM EURONEXT BRUSSELS, (II) THE DELISTING OF THE SECURITIES OF THE COMPANY FROM THE JOHANNESBURG STOCK EXCHANGE, AND (III) THE CANCELLATION OF THE REGISTRATION OF THE SECURITIES OF THE COMPANY WITH THE NATIONAL SECURITIES REGISTRY (RNV) MAINTAINED BY THE MEXICAN SECURITIES AND BANKING COMMISSION (COMISION NACIONAL BANCARIA ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL) |
| M |
| FOR |
| YES |
| FOR |
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| C6. APPROVE THE DELEGATION OF POWERS TO: [I] ANY DIRECTOR OF THE COMPANY FROM TIME TO TIME, SABINE CHALMERS, LUCAS LIRA, BENOIT LOORE, ANN RANDON, PATRICIA FRIZO, GERT BOULANGE, JAN VANDERMEERSCH, PHILIP GORIS AND ROMANIE DENDOOVEN -EACH AN AUTHORISED PERSON, EACH ACTING TOGETHER WITH ANOTHER AUTHORISED PERSON, TO ACKNOWLEDGE BY NOTARIAL DEED THE COMPLETION OF THE BELGIAN MERGER AFTER COMPLETION OF THE CONDITIONS PRECEDENT SET OUT IN THE MERGER TERMS; ... [DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL]. |
| M |
| FOR |
| YES |
| FOR |
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|
BALANCED FUND |
| ORCL |
| 68389X105 |
| ORACLE CORPORATION |
| 11/16/2016 |
| ANNUAL |
| 1. DIRECTOR: JEFFREY S. BERG, H. RAYMOND BINGHAM, MICHAEL J. BOSKIN, SAFRA A. CATZ, BRUCE R. CHIZEN, GEORGE H. CONRADES, LAWRENCE J. ELLISON, HECTOR GARCIA-MOLINA, JEFFREY O. HENLEY, MARK V. HURD, RENEE J. JAMES, LEON E. PANETTA, NAOMI O. SELIGMAN |
| M |
| FOR |
| YES |
| FOR |
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| 2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
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| 3. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
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|
|
| 4. STOCKHOLDER PROPOSAL REGARDING LOBBYING REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
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|
|
BALANCED FUND |
| MON |
| 61166W101 |
| MONSANTO COMPANY |
| 12/13/2016 |
| SPECIAL |
| 1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 14, 2016 (AS IT MAY BE AMENDED FROM TIME TO TIME, THE ‘MERGER AGREEMENT’), BY AND AMONG MONSANTO COMPANY (THE ‘COMPANY’), BAYER AKTIENGESELLSCHAFT, A GERMAN STOCK CORPORATION (‘BAYER’), AND KWA INVESTMENT CO., A DELAWARE ..(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) |
| M |
| FOR |
| YES |
| FOR |
|
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| 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. |
| M |
| FOR |
| YES |
| FOR |
|
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| 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. |
| M |
| FOR |
| YES |
| FOR |
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|
BALANCED FUND |
| MON |
| 61166W101 |
| MONSANTO COMPANY |
| 1/27/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: DWIGHT M. (MITCH) BARNS, GREGORY H. BOYCE, DAVID L. CHICOINE, PH.D., JANICE L. FIELDS, HUGH GRANT, ARTHUR H. HARPER, LAURA K. IPSEN, MARCOS M. LUTZ, C. STEVEN MCMILLAN, JON R. MOELLER, GEORGE H. POSTE, PH.D., D.V.M., ROBERT J. STEVENS, PATRICIA VERDUIN, PH.D. |
| M |
| FOR |
| YES |
| FOR |
|
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|
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|
| 2. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
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| 3. ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
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| 4. ADVISORY (NON-BINDING) VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
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| 5. APPROVAL OF PERFORMANCE GOALS UNDER, AND AN AMENDMENT TO, THE LONG-TERM INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
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| 6. SHAREOWNER PROPOSAL: LOBBYING REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
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| 7. SHAREOWNER PROPOSAL: GLYPHOSATE REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
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|
BALANCED FUND |
| V |
| 92826C839 |
| VISA INC. |
| 1/31/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: LLOYD A. CARNEY, MARY B. CRANSTON, FRANCISCO JAVIER FERNANDEZ-CARBAJAL, GARY A. HOFFMAN, ALFRED F. KELLY, JR., ROBERT W. MATSCHULLAT, SUZANNE NORA JOHNSON, JOHN A.C. SWAINSON, MAYNARD G. WEBB, JR. |
| M |
| FOR |
| YES |
| FOR |
|
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| 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
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|
|
|
|
|
|
| �� |
|
| 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
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| 4. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2017 FISCAL YEAR. |
| M |
| FOR |
| YES |
| FOR |
|
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|
BALANCED FUND |
| ACN |
| G1151C101 |
| ACCENTURE PLC |
| 2/10/2017 |
| ANNUAL |
| 1. RE-APPOINTMENT OF DIRECTOR: JAIME ARDILA, CHARLES H. GIANCARLO, HERBERT HAINER, WILLIAM L. KIMSEY, MARJORIE MAGNER, NANCY MCKINSTRY, PIERRE NANTERME, GILLES C. PELISSON, PAULA A. PRICE, ARUN SARIN, FRANK K. TANG |
| M |
| FOR |
| YES |
| FOR |
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| 2. TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
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| 3. TO RECOMMEND, IN A NON-BINDING VOTE, WHETHER A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY 1, 2 OR 3 YEARS. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
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| 4. TO RATIFY, IN A NON-BINDING VOTE, THE APPOINTMENT OF KPMG LLP (KPMG) AS THE INDEPENDENT AUDITORS OF ACCENTURE AND TO AUTHORIZE, IN A BINDING VOTE, THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO DETERMINE KPMG’S REMUNERATION. |
| M |
| FOR |
| YES |
| FOR |
|
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|
| 5. TO GRANT THE BOARD OF DIRECTORS THE AUTHORITY TO ISSUE SHARES UNDER IRISH LAW. |
| M |
| FOR |
| YES |
| FOR |
|
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| 6. TO GRANT THE BOARD OF DIRECTORS THE AUTHORITY TO OPT-OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW. |
| M |
| FOR |
| YES |
| FOR |
|
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| 7. TO DETERMINE THE PRICE RANGE AT WHICH ACCENTURE CAN RE-ALLOT SHARES THAT IT ACQUIRES AS TREASURY SHARES UNDER IRISH LAW. |
| M |
| FOR |
| YES |
| FOR |
|
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|
BALANCED FUND |
| TXN |
| 882508104 |
| TEXAS INSTRUMENTS INCORPORATED |
| 4/20/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: R. W. BABB, JR., M. A. BLINN, T. M. BLUEDORN, D. A. CARP, J. F. CLARK, C. S. COX, J. M. HOBBY, R. KIRK, P. H. PATSLEY, R. E. SANCHEZ, W. R. SANDERS, R. K. TEMPLETON |
| M |
| FOR |
| YES |
| FOR |
|
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| 2. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
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| 3. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF ANNUAL FREQUENCY FOR FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
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|
|
| 4. BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
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|
BALANCED FUND |
| FLIR |
| 302445101 |
| FLIR SYSTEMS, INC. |
| 4/21/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: JOHN D. CARTER, WILLIAM W. CROUCH, CATHERINE A. HALLIGAN, EARL R. LEWIS, ANGUS L. MACDONALD, MICHAEL T. SMITH, CATHY A. STAUFFER, ANDREW C. TEICH, JOHN W. WOOD, JR., STEVEN E. WYNNE |
| M |
| FOR |
| YES |
| FOR |
|
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|
| 2. TO APPROVE THE 2012 EXECUTIVE BONUS PLAN, WHICH IS INTENDED TO ATTRACT, RETAIN AND MOTIVATE KEY EXECUTIVES BY PROVIDING CASH PERFORMANCE AWARDS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE COMPANY’S BOARD OF DIRECTORS OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
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|
| 5. TO APPROVE THAT THE COMPANY HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION EVERY YEAR. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
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|
BALANCED FUND |
| PX |
| 74005P104 |
| PRAXAIR, INC. |
| 4/25/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: STEPHEN F. ANGEL, OSCAR BERNARDES, NANCE K. DICCIANI, EDWARD G. GALANTE, RAYMOND W. LEBOEUF, LARRY D. MCVAY, MARTIN H. RICHENHAGEN, WAYNE T. SMITH, ROBERT L. WOOD |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF THE INDEPENDENT AUDITOR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE, ON AN ADVISORY AND NON-BINDING BASIS, THE COMPENSATION OF PRAXAIR’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE 2017 PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RECOMMEND, ON AN ADVISORY AND NON-BINDING BASIS, THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO APPROVE AMENDMENTS TO THE AMENDED AND RESTATED 2009 PRAXAIR, INC. LONG TERM INCENTIVE PLAN AND TO APPROVE SECTION 162(M) PERFORMANCE MEASURES UNDER THE PLAN |
| M |
| FOR |
| YES |
| FOR |
BALANCED FUND |
| BUD |
| 03524A108 |
| ANHEUSER-BUSCH INBEV SA |
| 4/26/2017 |
| ANNUAL |
| 1. AUTHORISED CAPITAL: (B) PROPOSED RESOLUTION: GRANTING TO THE BOARD OF DIRECTORS, FOR A PERIOD OF FIVE YEARS AS FROM THE DATE OF PUBLICATION OF THIS AMENDMENT TO THE ARTICLES OF ASSOCIATION IN THE ANNEXES TO THE BELGIAN STATE JOURNAL (ANNEXES DU MONITEUR BELGE / BIJLAGEN BIJ HET BELGISCH STAATSBLAD), THE AUTHORISATION TO INCREASE THE CAPITAL IN ONE OR MORE TRANSACTIONS, BY THE ISSUANCE OF A NUMBER OF SHARES, OR FINANCIAL INSTRUMENTS GIVING RIGHT TO A NUMBER OF SHARES, ...(DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVAL OF THE ACCOUNTS OF THE OLD AB INBEV |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. DISCHARGE TO THE DIRECTORS OF THE OLD AB INBEV |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. DISCHARGE TO THE STATUTORY AUDITOR OF THE OLD AB INBEV |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 9. APPROVAL OF THE STATUTORY ANNUAL ACCOUNTS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 10. DISCHARGE TO THE DIRECTORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 11. DISCHARGE TO THE STATUTORY AUDITOR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 12A. RENEWING THE APPOINTMENT AS RESTRICTED SHARE DIRECTOR OF MR. MARTIN J. BARRINGTON, FOR A PERIOD OF ONE YEAR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 12B. RENEWING THE APPOINTMENT AS RESTRICTED SHARE DIRECTOR OF MR. WILLIAM F. GIFFORD, JR., FOR A PERIOD OF ONE YEAR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 12C. RENEWING THE APPOINTMENT AS RESTRICTED SHARE DIRECTOR OF MR. ALEJANDRO SANTO DOMINGO DAVILA, FOR A PERIOD OF ONE YEAR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 13A. REMUNERATION POLICY AND REMUNERATION REPORT OF THE COMPANY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 13B. CONFIRMATION OF FIXED REMUNERATION OF THE DIRECTORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 13C. STOCK OPTIONS FOR DIRECTORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| C1. FILINGS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| CMP |
| 20451N101 |
| COMPASS MINERALS INTERNATIONAL, INC. |
| 5/3/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: VALDEMAR L. FISCHER, RICHARD S. GRANT, AMY J. YODER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF COMPASS MINERALS’ NAMED EXECUTIVE OFFICERS, AS SET FORTH IN THE PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF THE ADVISORY APPROVAL OF COMPASS MINERALS’ NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS COMPASS MINERALS’ INDEPENDENT REGISTERED ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| MUSA |
| 626755102 |
| MURPHY USA INC. |
| 5/4/2017 |
| ANNUAL |
| 1. DIRECTOR: CLAIBORNE P. DEMING, THOMAS M. GATTLE, JR., JACK T. TAYLOR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. APPROVAL OF EXECUTIVE COMPENSATION ON AN ADVISORY, NON-BINDING BASIS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| UPS |
| 911312106 |
| UNITED PARCEL SERVICE, INC. |
| 5/4/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: DAVID P. ABNEY, RODNEY C. ADKINS, MICHAEL J. BURNS, WILLIAM R. JOHNSON, CANDACE KENDLE, ANN M. LIVERMORE, RUDY H.P. MARKHAM, FRANCK J. MOISON, CLARK T. RANDT, JR., JOHN T. STANKEY, CAROL B. TOME, KEVIN M. WARSH |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 3 YEARS |
| YES |
| 3 YEARS |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS UPS’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO PREPARE AN ANNUAL REPORT ON LOBBYING ACTIVITIES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 6. TO REDUCE THE VOTING POWER OF CLASS A STOCK FROM 10 VOTES PER SHARE TO ONE VOTE PER SHARE. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 7. TO ADOPT HOLY LAND PRINCIPLES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| AGN |
| G0177J108 |
| ALLERGAN PLC |
| 5/4/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: NESLI BASGOZ, M.D., PAUL M. BISARO, JAMES H. BLOEM, CHRISTOPHER W. BODINE, ADRIANE M. BROWN, CHRISTOPHER J. COUGHLIN, CATHERINE M. KLEMA, PETER J. MCDONNELL, M.D., PATRICK J. O’SULLIVAN, BRENTON L. SAUNDERS, RONALD R. TAYLOR, FRED G. WEISS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, IN A NON-BINDING VOTE, NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RECOMMEND, IN A NON-BINDING VOTE, WHETHER A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY, IN A NON-BINDING VOTE, THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017 AND TO AUTHORIZE, IN A BINDING VOTE, THE BOARD OF DIRECTORS, ACTING THROUGH ITS AUDIT AND COMPLIANCE COMMITTEE, TO DETERMINE PRICEWATERHOUSECOOPERS LLP’S REMUNERATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR THE PURPOSES OF SECTION 162(M) UNDER THE ALLERGAN PLC 2017 ANNUAL INCENTIVE COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| BRK/B |
| 084670702 |
| BERKSHIRE HATHAWAY, INC. (B) | 5/6/2017 |
| ANNUAL |
| 1. DIRECTOR: WARREN E. BUFFETT, CHARLES T. MUNGER, HOWARD G. BUFFETT, STEPHEN B. BURKE, SUSAN L. DECKER, WILLIAM H. GATES III, DAVID S. GOTTESMAN, CHARLOTTE GUYMAN, THOMAS S. MURPHY, RONALD L. OLSON, WALTER SCOTT, JR., MERYL B. WITMER |
| M |
| FOR |
| YES |
| FOR | |
|
|
|
|
|
|
|
|
|
|
|
| 2. NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE 2017 PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. NON-BINDING RESOLUTION TO DETERMINE THE FREQUENCY (WHETHER ANNUAL, BIENNIAL OR TRIENNIAL) WITH WHICH SHAREHOLDERS OF THE COMPANY SHALL BE ENTITLED TO HAVE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| 3 YEARS |
| YES |
| 3 YEARS |
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL REGARDING METHANE GAS EMISSIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 6. SHAREHOLDER PROPOSAL REGARDING DIVESTING OF INVESTMENTS IN COMPANIES INVOLVED WITH FOSSIL FUELS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| LH |
| 50540R409 |
| LABORATORY CORP. OF AMERICA HOLDINGS |
| 5/11/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: KERRII B. ANDERSON, JEAN-LUC BELINGARD, D. GARY GILLILAND, M.D., PH.D., DAVID P. KING, GARHENG KONG, M.D., PH.D., ROBERT E. MITTELSTAEDT, JR., PETER M. NEUPERT, RICHELLE P. PARHAM, ADAM H. SCHECHTER, R. SANDERS WILLIAMS, M.D. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RECOMMEND BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE NON-BINDING VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL TO REQUIRE BOARD REPORTS RELATED TO THE ZIKA VIRUS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| TMO |
| 883556102 |
| THERMO FISHER SCIENTIFIC INC. |
| 5/17/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: MARC N. CASPER, NELSON J. CHAI, C. MARTIN HARRIS, TYLER JACKS, JUDY C. LEWENT, THOMAS J. LYNCH, JIM P. MANZI, WILLIAM G. PARRETT, LARS R. SORENSEN, SCOTT M. SPERLING, ELAINE S. ULLIAN, DION J. WEISLER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. AN ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| RWT |
| 758075402 |
| REDWOOD TRUST, INC. |
| 5/18/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: RICHARD D. BAUM, DOUGLAS B. HANSEN, MARIANN BYERWALTER, DEBORA D. HORVATH, MARTY HUGHES, GREG H. KUBICEK, KAREN R. PALLOTTA, JEFFREY T. PERO, GEORGANNE C. PROCTOR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. NON-BINDING ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. NON-BINDING ADVISORY RESOLUTION TO APPROVE THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
BALANCED FUND |
| QVCA |
| 53071M104 |
| LIBERTY INTERACTIVE CORPORATION - QVCA |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: EVAN D. MALONE, DAVID E. RAPLEY, LARRY E. ROMRELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. THE SAY-ON-PAY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. THE SAY-ON-FREQUENCY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY AT WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| 3 YEARS |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| CMCSA |
| 20030N101 |
| COMCAST CORPORATION - CL A | 6/8/2017 |
| ANNUAL |
| 1. DIRECTOR: KENNETH J. BACON, MADELINE S. BELL, SHELDON M. BONOVITZ, EDWARD D. BREEN, GERALD L. HASSELL, JEFFREY A. HONICKMAN, ASUKA NAKAHARA, DAVID C. NOVAK, BRIAN L. ROBERTS, JOHNATHAN A. RODGERS |
| M |
| FOR |
| YES |
| FOR | |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT AUDITORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO PROVIDE A LOBBYING REPORT |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 6. TO STOP 100-TO-ONE VOTING POWER |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| WLTW |
| G96629103 |
| WILLIS TOWERS WATSON PUBLIC LIMITED CO. |
| 6/13/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: ANNA C. CATALANO, VICTOR F. GANZI, JOHN J. HALEY, WENDY E. LANE, JAMES F. MCCANN, BRENDAN R. O’NEILL, JAYMIN PATEL, LINDA D. RABBITT, PAUL THOMAS, JEFFREY W. UBBEN, WILHELM ZELLER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFY, ON AN ADVISORY BASIS, THE APPOINTMENT OF (I) DELOITTE & TOUCHE LLP TO AUDIT OUR FINANCIAL STATEMENTS AND (II) DELOITTE LLP TO AUDIT OUR IRISH STATUTORY ACCOUNTS, AND AUTHORIZE IN A BINDING VOTE THE BOARD, ACTING THROUGH THE AUDIT & RISK COMMITTEE, TO FIX THE INDEPENDENT AUDITORS’ REMUNERATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVE, ON AN ADVISORY BASIS, THE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. AMEND THE ARTICLES OF ASSOCIATION TO IMPLEMENT PROXY ACCESS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6A. AMEND THE ARTICLES OF ASSOCIATION TO PROVIDE FOR A PLURALITY VOTING STANDARD IN THE EVENT OF A CONTESTED ELECTION WHEN THE NUMBER OF DIRECTOR NOMINEES EXCEEDS THE NUMBER OF DIRECTORS TO BE ELECTED. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6B. AMEND THE ARTICLES OF ASSOCIATION TO GRANT THE BOARD THE SOLE AUTHORITY TO DETERMINE ITS SIZE. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 7A. AMEND THE ARTICLES OF ASSOCIATION TO ENHANCE THE ADVANCE NOTICE PROVISIONS AND MAKE CERTAIN ADMINISTRATIVE AMENDMENTS IN CONNECTION WITH THE COMPANIES ACT 2014. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 7B. AMEND THE MEMORANDUM OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE AMENDMENTS, INCLUDING IN CONNECTION WITH THE COMPANIES ACT 2014. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 8. RENEW THE BOARD’S EXISTING AUTHORITY TO ISSUE SHARES UNDER IRISH LAW. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 9. RENEW THE BOARD’S EXISTING AUTHORITY TO OPT OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| AON |
| G0408V102 |
| AON PLC |
| 6/23/2017 |
| ANNUAL |
| 1. RE-ELECTION OF DIRECTOR: LESTER B. KNIGHT, GREGORY C. CASE, JIN-YONG CAI, FULVIO CONTI, CHERYL A. FRANCIS, J. MICHAEL LOSH, ROBERT S. MORRISON, RICHARD B. MYERS, RICHARD C. NOTEBAERT, GLORIA SANTONA, CAROLYN Y. WOO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL OF OUR DIRECTORS’ REMUNERATION POLICY. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. RECEIPT OF AON’S ANNUAL REPORT AND ACCOUNTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS, FOR THE YEAR ENDED DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 7. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AON’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 8. RE-APPOINTMENT OF ERNST & YOUNG LLP AS AON’S U.K. STATUTORY AUDITOR UNDER THE COMPANIES ACT 2006. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 9. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DETERMINE THE REMUNERATION OF AON’S U.K. STATUTORY AUDITOR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 10. APPROVAL OF FORMS OF SHARE REPURCHASE CONTRACTS AND REPURCHASE COUNTERPARTIES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 11. AUTHORIZE THE BOARD OF DIRECTORS TO EXERCISE ALL POWERS OF AON TO ALLOT SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 12. AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT EQUITY SECURITIES FOR CASH WITHOUT RIGHTS OF PREEMPTION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 13. AUTHORIZE AON AND ITS SUBSIDIARIES TO MAKE POLITICAL DONATIONS OR EXPENDITURES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCED FUND |
| MA |
| 57636Q104 |
| MASTERCARD INCORPORATED |
| 6/27/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: RICHARD HAYTHORNTHWAITE, AJAY BANGA, SILVIO BARZI, DAVID R. CARLUCCI, STEVEN J. FREIBERG, JULIUS GENACHOWSKI, MERIT E. JANOW, NANCY J. KARCH, OKI MATSUMOTO, RIMA QURESHI, JOSE OCTAVIO REYES LAGUNES, JACKSON TAI |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY APPROVAL OF MASTERCARD’S EXECUTIVE COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER MASTERCARD’S 2006 LONG TERM INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR 162(M) PURPOSES |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR MASTERCARD FOR 2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. CONSIDERATION OF A STOCKHOLDER PROPOSAL ON GENDER PAY EQUITY |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CORE PLUS INCOME FUND |
| RWT |
| 758075402 |
| REDWOOD TRUST, INC. |
| 5/18/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: RICHARD D. BAUM, DOUGLAS B. HANSEN, MARIANN BYERWALTER, DEBORA D. HORVATH, MARTY HUGHES, GREG H. KUBICEK, KAREN R. PALLOTTA, JEFFREY T. PERO, GEORGANNE C. PROCTOR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. NON-BINDING ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. NON-BINDING ADVISORY RESOLUTION TO APPROVE THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CORE PLUS INCOME FUND |
| EQC |
| 294628102 |
| EQUITY COMMONWEALTH |
| 6/20/2017 |
| ANNUAL |
| 1. DIRECTOR: SAM ZELL, JAMES S. CORL, MARTIN L. EDELMAN, EDWARD A. GLICKMAN, DAVID HELFAND, PETER LINNEMAN, JAMES L. LOZIER, JR., MARY JANE ROBERTSON, KENNETH SHEA, GERALD A. SPECTOR, JAMES A. STAR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO SELECT, ON A NON-BINDING ADVISORY BASIS, THE FREQUENCY WITH WHICH THE ADVISORY VOTE ON EXECUTIVE COMPENSATION SHOULD BE HELD. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| IILG |
| 46113M108 |
| INTERVAL LEISURE GROUP, INC. |
| 8/3/2016 |
| ANNUAL |
| 1. DIRECTOR: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, LIZANNE GALBREATH, CHAD HOLLINGSWORTH, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR, STEPHEN R. QUAZZO, SERGIO D. RIVERA, THOMAS O. RYDER, AVY H. STEIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE AMENDMENTS TO THE INTERVAL LEISURE GROUP, INC. 2013 STOCK AND INCENTIVE COMPENSATION PLAN INCLUDING THE PERFORMANCE GOALS CONTAINED THEREIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTERVAL LEISURE GROUP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| LSXMA |
| 531229409 |
| LIBERTY MEDIA CORPORATION - SIRIUS |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, ROBERT R. BENNETT, M. IAN G. GILCHRIST |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| QVCA |
| 53071M104 |
| LIBERTY INTERACTIVE CORPORATION - QVCA |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, M. IAN G. GILCHRIST, MARK C. VADON, ANDREA L. WONG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY INTERACTIVE CORPORATION 2016 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| LVNTA |
| 53071M880 |
| LIBERTY INTERACTIVE CORPORATION - VENTURES (OLD CUSIP) |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, M. IAN G. GILCHRIST, MARK C. VADON, ANDREA L. WONG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY INTERACTIVE CORPORATION 2016 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| BATRA |
| 531229706 |
| LIBERY MEDIA CORPORATION - BRAVES |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, ROBERT R. BENNETT, M. IAN G. GILCHRIST |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| LMCA |
| 531229870 |
| LIBERTY MEDIA CORPORATION - CL A |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, ROBERT R. BENNETT, M. IAN G. GILCHRIST |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| LGF |
| 535919203 |
| LIONS GATE ENTERTAINMENT CORP. |
| 9/13/2016 |
| ANNUAL AND SPECIAL |
| 1. DIRECTOR: MICHAEL BURNS, GORDON CRAWFORD, ARTHUR EVRENSEL, JON FELTHEIMER, EMILY FINE, MICHAEL T. FRIES, SIR LUCIAN GRAINGE, DR. JOHN C. MALONE, G. SCOTT PATERSON, MARK H. RACHESKY, M.D., DARYL SIMM, HARDWICK SIMMONS, DAVID M. ZASLAV |
| M |
| FOR |
| YES |
| 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, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. PROPOSAL TO CONDUCT AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO APPROVE AMENDMENTS TO THE LIONS GATE ENTERTAINMENT CORP. 2012 PERFORMANCE INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. |
| M |
| FOR |
| YES |
| WITHHELD |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| RRC |
| 75281A109 |
| RANGE RESOURCES CORPORATION |
| 9/15/2016 |
| SPECIAL |
| 1. TO APPROVE THE ISSUANCE OF SHARES OF RANGE RESOURCES CORPORATION COMMON STOCK, PAR VALUE $0.01 PER SHARE, TO MEMORIAL RESOURCE DEVELOPMENT CORP. STOCKHOLDERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 15, 2016, BY AND AMONG RANGE RESOURCES .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE ADJOURNMENT OF THE RANGE RESOURCES CORPORATION 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 RANGE STOCK ISSUANCE PROPOSAL. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| LVNTA |
| 53071M880 |
| LIBERTY INTERACTIVE CORPORATION - VENTURES (OLD CUSIP) |
| 11/1/2016 |
| SPECIAL |
| 1. A PROPOSAL TO APPROVE THE REDEMPTION BY LIBERTY INTERACTIVE CORPORATION OF A PORTION OF THE OUTSTANDING SHARES OF LIBERTY VENTURES COMMON STOCK FOR ALL OF THE OUTSTANDING SHARES OF LIBERTY EXPEDIA HOLDINGS, INC., WHICH WOULD HOLD LIBERTY INTERACTIVE CORPORATION’S OWNERSHIP AND VOTING INTERESTS IN .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE SPECIAL MEETING BY LIBERTY INTERACTIVE CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE SPECIAL MEETING TO APPROVE THE OTHER PROPOSAL TO BE PRESENTED AT THE SPECIAL MEETING |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| LGF |
| 535919203 |
| LIONS GATE ENTERTAINMENT CORP. |
| 12/7/2016 |
| SPECIAL |
| 1A. PROPOSAL TO ADOPT ALTERATIONS TO THE CURRENT NOTICE OF ARTICLES OF LIONS GATE TO CREATE AND AUTHORIZE A NEW CLASS OF VOTING SHARES ENTITLED ‘CLASS A VOTING SHARES’ (THE ‘LIONS GATE VOTING SHARES’) AND A NEW CLASS OF NON-VOTING SHARES ENTITLED ‘CLASS B NON-VOTING SHARES’ (THE ‘LIONS GATE NON-VOTING SHARES’) AND TO REMOVE THE COMPANY’S CURRENTLY AUTHORIZED SERIES OF PREFERRED SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 1B. PROPOSAL TO APPROVE THE ADOPTION OF AMENDMENTS TO THE CURRENT ARTICLES OF LIONS GATE WITH RESPECT TO THE SPECIAL RIGHTS AND RESTRICTIONS OF THE AUTHORIZED SHARES, INCLUDING THE COMMON SHARES, THE LIONS GATE VOTING SHARES, THE LIONS GATE NON-VOTING SHARES AND THE PREFERRED SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 1C. PROPOSAL TO APPROVE THE CONVERSION OF EACH COMMON SHARE INTO 0.5 LIONS GATE VOTING SHARES AND 0.5 LIONS GATE NON-VOTING SHARES AND THE ADOPTION OF FURTHER ALTERATIONS TO THE NOTICE OF ARTICLES OF LIONS GATE TO REMOVE THE COMMON SHARES FROM THE NOTICE OF ARTICLES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 1D. PROPOSAL TO APPROVE THE ADOPTION OF FURTHER AMENDMENTS TO THE ARTICLES OF LIONS GATE WITH RESPECT TO CHANGES TO REMOVE REFERENCES TO THE LIONS GATE COMMON SHARES THEREIN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO APPROVE THE ISSUANCE OF LIONS GATE NON-VOTING SHARES AND LIONS GATE VOTING SHARES TO HOLDERS OF STARZ SERIES A COMMON STOCK AND STARZ SERIES B COMMON STOCK IN CONNECTION WITH THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 30, 2016 (AS AMENDED, THE ‘MERGER AGREEMENT’), BY AND AMONG LIONS GATE, STARZ AND ORION ARM ACQUISITION INC. (‘MERGER SUB’) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. PROPOSAL TO APPROVE THE ISSUANCE OF LIONS GATE COMMON SHARES TO JOHN C. MALONE, ROBERT R. BENNETT AND CERTAIN OF THEIR RESPECTIVE AFFILIATES (THE ‘M-B STOCKHOLDERS’), IN CONNECTION WITH THE STOCK EXCHANGE AGREEMENT, DATED AS OF JUNE 30, 2016, BY AND BETWEEN LIONS GATE, MERGER SUB AND THE M-B STOCKHOLDERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO APPROVE ALL ISSUANCES OF LIONS GATE SECURITIES BY LIONS GATE, DURING THE FIVE-YEAR PERIOD FOLLOWING THE RECEIPT OF SHAREHOLDER APPROVAL, TO LIBERTY GLOBAL PLC, DISCOVERY COMMUNICATIONS, INC. AND MHR FUND MANAGEMENT, LLC IN CONNECTION WITH THE EXERCISE OF THEIR PREEMPTIVE RIGHTS UNDER THE INVESTOR RIGHTS AGREEMENT, DATED AS OF NOVEMBER 10, 2015 AND AMENDED AS OF JUNE 30, 2016, BY AND AMONG LIONS GATE AND CERTAIN OF ITS STOCKHOLDERS, INCLUDING LIBERTY GLOBAL PLC, DISCOVERY COMMUNICATIONS, INC., MHR FUND MANAGEMENT, LLC AND CERTAIN OF THEIR RESPECTIVE AFFILIATES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. PROPOSAL TO APPROVE THE FURTHER AMENDMENT OF THE ARTICLES OF LIONS GATE TO EXTEND INDEMNITIES CURRENTLY PROVIDED FOR IN THE ARTICLES OF LIONS GATE IN FAVOR OF DIRECTORS AND FORMER DIRECTORS OF LIONS GATE TO ALSO APPLY TO OFFICERS AND FORMER OFFICERS OF LIONS GATE. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF PROPOSALS 1(A), 1(B), 1(C), 1(D) OR 2, ABOVE, IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE SUCH PROPOSALS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| LMCA |
| 531229870 |
| LIBERTY MEDIA CORPORATION - CL A |
| 1/17/2017 |
| SPECIAL |
| 1. A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF LIBERTY MEDIA CORPORATION’S SERIES C LIBERTY MEDIA COMMON STOCK, PAR VALUE $0.01 PER SHARE, IN CONNECTION WITH THE ACQUISITION OF FORMULA 1, AS DESCRIBED IN THE PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO APPROVE THE ADOPTION OF THE AMENDMENT AND RESTATEMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION (I) TO CHANGE THE NAME OF THE ‘MEDIA GROUP’ TO THE ‘FORMULA ONE GROUP’ (II) TO CHANGE THE NAME OF THE ‘LIBERTY MEDIA COMMON STOCK’ TO THE ‘LIBERTY FORMULA ONE COMMON STOCK’ (III) TO ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE SPECIAL MEETING BY LIBERTY MEDIA CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE SPECIAL MEETING TO APPROVE THE OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| BATRA |
| 531229706 |
| LIBERY MEDIA CORPORATION - BRAVES |
| 1/17/2017 |
| SPECIAL |
| 1. A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF LIBERTY MEDIA CORPORATION’S SERIES C LIBERTY MEDIA COMMON STOCK, PAR VALUE $0.01 PER SHARE, IN CONNECTION WITH THE ACQUISITION OF FORMULA 1, AS DESCRIBED IN THE PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO APPROVE THE ADOPTION OF THE AMENDMENT AND RESTATEMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION (I) TO CHANGE THE NAME OF THE ‘MEDIA GROUP’ TO THE ‘FORMULA ONE GROUP’ (II) TO CHANGE THE NAME OF THE ‘LIBERTY MEDIA COMMON STOCK’ TO THE ‘LIBERTY FORMULA ONE COMMON STOCK’ (III) TO ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE SPECIAL MEETING BY LIBERTY MEDIA CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE SPECIAL MEETING TO APPROVE THE OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| LSXMA |
| 531229409 |
| LIBERTY MEDIA CORPORATION - SIRIUS |
| 1/17/2017 |
| SPECIAL |
| 1. A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF LIBERTY MEDIA CORPORATION’S SERIES C LIBERTY MEDIA COMMON STOCK, PAR VALUE $0.01 PER SHARE, IN CONNECTION WITH THE ACQUISITION OF FORMULA 1, AS DESCRIBED IN THE PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO APPROVE THE ADOPTION OF THE AMENDMENT AND RESTATEMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION (I) TO CHANGE THE NAME OF THE ‘MEDIA GROUP’ TO THE ‘FORMULA ONE GROUP’ (II) TO CHANGE THE NAME OF THE ‘LIBERTY MEDIA COMMON STOCK’ TO THE ‘LIBERTY FORMULA ONE COMMON STOCK’ (III) TO ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE SPECIAL MEETING BY LIBERTY MEDIA CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE SPECIAL MEETING TO APPROVE THE OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| WAIR |
| 950814103 |
| WESCO AIRCRAFT HOLDINGS, INC |
| 1/26/2017 |
| ANNUAL |
| 1. DIRECTOR: THOMAS M. BANCROFT, ADAM J. PALMER, NORTON A. SCHWARTZ, RANDY J. SNYDER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPANY’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| TDG |
| 893641100 |
| TRANSDIGM GROUP INCORPORATED |
| 3/1/2017 |
| ANNUAL |
| 1. DIRECTOR: WILLIAM DRIES, MERVIN DUNN, MICHAEL GRAFF, SEAN HENNESSY, W. NICHOLAS HOWLEY, RAYMOND LAUBENTHAL, DOUGLAS PEACOCK, ROBERT SMALL, JOHN STAER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE (IN AN ADVISORY VOTE) COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO DETERMINE HOW OFTEN TO CONDUCT THE ADVISORY VOTE REGARDING COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS |
| M |
| NONE |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2017 |
| M |
| FOR |
| YES |
| FOR |
HICKORY FUND |
| FLIR |
| 302445101 |
| FLIR SYSTEMS, INC. |
| 4/21/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: JOHN D. CARTER, WILLIAM W. CROUCH, CATHERINE A. HALLIGAN, EARL R. LEWIS, ANGUS L. MACDONALD, MICHAEL T. SMITH, CATHY A. STAUFFER, ANDREW C. TEICH, JOHN W. WOOD, JR., STEVEN E. WYNNE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE 2012 EXECUTIVE BONUS PLAN, WHICH IS INTENDED TO ATTRACT, RETAIN AND MOTIVATE KEY EXECUTIVES BY PROVIDING CASH PERFORMANCE AWARDS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE COMPANY’S BOARD OF DIRECTORS OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO APPROVE THAT THE COMPANY HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION EVERY YEAR. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| NCMI |
| 635309107 |
| NATIONAL CINEMEDIA, INC. |
| 4/28/2017 |
| ANNUAL |
| 1. DIRECTOR: SCOTT N. SCHNEIDER, ANDREW J. ENGLAND, LAWRENCE A. GOODMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, ON AN ADVISORY BASIS, NATIONAL CINEMEDIA, INC.’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO CONSIDER AN ADVISORY VOTE ON THE FREQUENCY OF THE EXECUTIVE COMPENSATION ADVISORY VOTE. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS NATIONAL CINEMEDIA, INC.’S INDEPENDENT AUDITORS FOR THE 2017 FISCAL YEAR ENDING DECEMBER 28, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| MUSA |
| 626755102 |
| MURPHY USA INC. |
| 5/4/2017 |
| ANNUAL |
| 1. DIRECTOR: CLAIBORNE P. DEMING, THOMAS M. GATTLE, JR., JACK T. TAYLOR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. APPROVAL OF EXECUTIVE COMPENSATION ON AN ADVISORY, NON-BINDING BASIS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| LH |
| 50540R409 |
| LABORATORY CORP. OF AMERICA HOLDINGS |
| 5/11/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: KERRII B. ANDERSON, JEAN-LUC BELINGARD, D. GARY GILLILAND, M.D., PH.D., DAVID P. KING, GARHENG KONG, M.D., PH.D., ROBERT E. MITTELSTAEDT, JR., PETER M. NEUPERT, RICHELLE P. PARHAM, ADAM H. SCHECHTER, R. SANDERS WILLIAMS, M.D. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RECOMMEND BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE NON-BINDING VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL TO REQUIRE BOARD REPORTS RELATED TO THE ZIKA VIRUS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| ALSN |
| 01973R101 |
| ALLISON TRANSMISSION HOLDINGS, INC. |
| 5/11/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: STAN A. ASKREN, LAWRENCE E. DEWEY, DAVID C. EVERITT, ALVARO GARCIA-TUNON, WILLIAM R. HARKER, RICHARD P. LAVIN, THOMAS W. RABAUT, FRANCIS RABORN, RICHARD V. REYNOLDS, JAMES A. STAR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| ILG |
| 44967H101 |
| ILG INC |
| 5/15/2017 |
| ANNUAL |
| 1. DIRECTOR: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, LIZANNE GALBREATH, CHAD HOLLINGSWORTH, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR., STEPHEN R. QUAZZO, SERGIO D. RIVERA, THOMAS O. RYDER, AVY H. STEIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO DETERMINE, IN A NON-BINDING VOTE, WHETHER A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ILG FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
HICKORY FUND |
| RRC |
| 75281A109 |
| RANGE RESOURCES CORPORATION |
| 5/17/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: BRENDA A. CLINE, ANTHONY V. DUB, ALLEN FINKELSON, JAMES M. FUNK, CHRISTOPHER A. HELMS, ROBERT A. INNAMORATI, MARY RALPH LOWE, GREG G. MAXWELL, KEVIN S. MCCARTHY, STEFFEN E. PALKO, JEFFREY L. VENTURA |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A NON-BINDING PROPOSAL TO APPROVE THE COMPENSATION PHILOSOPHY, ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A NON-BINDING PROPOSAL ON THE FREQUENCY OF A STOCKHOLDER ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. STOCKHOLDER PROPOSAL - REQUESTING PUBLICATION OF A POLITICAL SPENDING REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| RWT |
| 758075402 |
| REDWOOD TRUST, INC. |
| 5/18/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: RICHARD D. BAUM, DOUGLAS B. HANSEN, MARIANN BYERWALTER, DEBORA D. HORVATH, MARTY HUGHES, GREG H. KUBICEK, KAREN R. PALLOTTA, JEFFREY T. PERO, GEORGANNE C. PROCTOR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. NON-BINDING ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. NON-BINDING ADVISORY RESOLUTION TO APPROVE THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| CFX |
| 194014106 |
| COLFAX CORPORATION |
| 5/18/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: MITCHELL P. RALES, MATTHEW L. TREROTOLA, PATRICK W. ALLENDER, THOMAS S. GAYNER, RHONDA L. JORDAN, SAN W. ORR, III, A. CLAYTON PERFALL, RAJIV VINNAKOTA, SHARON WIENBAR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| FWONA |
| 531229870 |
| LIBERY MEDIA CORPORATION - FORMULA ONE |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: EVAN D. MALONE, DAVID E. RAPLEY, LARRY E. ROMRELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2017 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| BATRA |
| 531229706 |
| LIBERY MEDIA CORPORATION - BRAVES |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: EVAN D. MALONE, DAVID E. RAPLEY, LARRY E. ROMRELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2017 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| LSXMA |
| 531229409 |
| LIBERTY MEDIA CORPORATION - SIRIUS |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: EVAN D. MALONE, DAVID E. RAPLEY, LARRY E. ROMRELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2017 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| LVNTA |
| 53071M856 |
| LIBERTY INTERACTIVE CORPORATION - VENTURES |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: EVAN D. MALONE, DAVID E. RAPLEY, LARRY E. ROMRELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. THE SAY-ON-PAY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. THE SAY-ON-FREQUENCY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY AT WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| 3 YEARS |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| FOSL |
| 34988V106 |
| FOSSIL GROUP, INC. |
| 5/24/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: JEFFREY N. BOYER, WILLIAM B. CHIASSON, MAURIA A. FINLEY, KOSTA N. KARTSOTIS, DIANE L. NEAL, THOMAS M. NEALON, MARK D. QUICK, JAMES E. SKINNER, JAMES M. ZIMMERMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. PROPOSAL TO HOLD AN ADVISORY VOTE ON WHETHER AN ADVISORY VOTE ON EXECUTIVE COMPENSATION SHOULD BE HELD EVERY ONE, TWO OR THREE YEARS. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 30, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| QVCA |
| 53071M104 |
| LIBERTY INTERACTIVE CORPORATION - QVCA |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: EVAN D. MALONE, DAVID E. RAPLEY, LARRY E. ROMRELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. THE SAY-ON-PAY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. THE SAY-ON-FREQUENCY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY AT WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| 3 YEARS |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| LBRDA |
| 530307107 |
| LIBERTY BROADBAND - CL A |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, JOHN E. WELSH III |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| XOXO |
| 983772104 |
| XO GROUP INC. |
| 5/25/2017 |
| ANNUAL |
| 1. DIRECTOR: DAVID LIU, ELIZABETH SCHIMEL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. AN AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2009 STOCK INCENTIVE PLAN, AS AMENDED (RENAMED THE 2017 STOCK INCENTIVE PLAN), AMONG OTHER THINGS, TO INCREASE THE NUMBER OF AUTHORIZED SHARES |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| LICT |
| 50187G104 |
| LICT CORPORATION |
| 5/31/2017 |
| ANNUAL |
| 1. DIRECTOR: MARIO J. GABELLI, ROBERT E. DOLAN, MARC J. GABELLI, AVRUM GRAY, SALVATORE MUOIO, GARY L. SUGARMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF BDO USA, LLP AS THE CORPORATION’S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| WLTW |
| G96629103 |
| WILLIS TOWERS WATSON PUBLIC LIMITED CO. |
| 6/13/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: ANNA C. CATALANO, VICTOR F. GANZI, JOHN J. HALEY, WENDY E. LANE, JAMES F. MCCANN, BRENDAN R. O’NEILL, JAYMIN PATEL, LINDA D. RABBITT, PAUL THOMAS, JEFFREY W. UBBEN, WILHELM ZELLER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFY, ON AN ADVISORY BASIS, THE APPOINTMENT OF (I) DELOITTE & TOUCHE LLP TO AUDIT OUR FINANCIAL STATEMENTS AND (II) DELOITTE LLP TO AUDIT OUR IRISH STATUTORY ACCOUNTS, AND AUTHORIZE IN A BINDING VOTE THE BOARD, ACTING THROUGH THE AUDIT & RISK COMMITTEE, TO FIX THE INDEPENDENT AUDITORS’ REMUNERATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVE, ON AN ADVISORY BASIS, THE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. AMEND THE ARTICLES OF ASSOCIATION TO IMPLEMENT PROXY ACCESS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6A. AMEND THE ARTICLES OF ASSOCIATION TO PROVIDE FOR A PLURALITY VOTING STANDARD IN THE EVENT OF A CONTESTED ELECTION WHEN THE NUMBER OF DIRECTOR NOMINEES EXCEEDS THE NUMBER OF DIRECTORS TO BE ELECTED. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6B. AMEND THE ARTICLES OF ASSOCIATION TO GRANT THE BOARD THE SOLE AUTHORITY TO DETERMINE ITS SIZE. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 7A. AMEND THE ARTICLES OF ASSOCIATION TO ENHANCE THE ADVANCE NOTICE PROVISIONS AND MAKE CERTAIN ADMINISTRATIVE AMENDMENTS IN CONNECTION WITH THE COMPANIES ACT 2014. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 7B. AMEND THE MEMORANDUM OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE AMENDMENTS, INCLUDING IN CONNECTION WITH THE COMPANIES ACT 2014. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 8. RENEW THE BOARD’S EXISTING AUTHORITY TO ISSUE SHARES UNDER IRISH LAW. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 9. RENEW THE BOARD’S EXISTING AUTHORITY TO OPT OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| ACIW |
| 004498101 |
| ACI WORLDWIDE, INC. |
| 6/14/2017 |
| ANNUAL |
| 1. DIRECTOR: JANET O. ESTEP, JAMES C. HALE, PHILIP G. HEASLEY, JAMES C. MCGRODDY, CHARLES E. PETERS, JR., DAVID A. POE, ADALIO T. SANCHEZ, JOHN M. SHAY, JR., JAN H. SUWINSKI, THOMAS W. WARSOP III |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY VOTE REGARDING THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 3 YEARS |
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVE THE 2017 EMPLOYEE STOCK PURCHASE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| CHUBA |
| 20084V108 |
| COMMERCEHUB, INC. |
| 6/16/2017 |
| ANNUAL |
| 1. DIRECTOR: MARK CATTINI, DAVID GOLDHILL, CHAD HOLLINGSWORTH |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO APPROVE THE SECOND AMENDED AND RESTATED COMMERCEHUB, INC. 2016 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| LEXEA |
| 53046P109 |
| LIBERTY EXPEDIA HOLDINGS, INC. |
| 6/20/2017 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, STEPHEN M. BRETT, GREGG L. ENGLES, SCOTT W. SCHOELZEL, CHRISTOPHER W. SHEAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO ADOPT THE LIBERTY EXPEDIA HOLDINGS, INC. 2016 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. THE SAY-ON-PAY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. THE SAY-ON-FREQUENCY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY AT WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| 3 YEARS |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HICKORY FUND |
| EQC |
| 294628102 |
| EQUITY COMMONWEALTH |
| 6/20/2017 |
| ANNUAL |
| 1. DIRECTOR: SAM ZELL, JAMES S. CORL, MARTIN L. EDELMAN, EDWARD A. GLICKMAN, DAVID HELFAND, PETER LINNEMAN, JAMES L. LOZIER, JR., MARY JANE ROBERTSON, KENNETH SHEA, GERALD A. SPECTOR, JAMES A. STAR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO SELECT, ON A NON-BINDING ADVISORY BASIS, THE FREQUENCY WITH WHICH THE ADVISORY VOTE ON EXECUTIVE COMPENSATION SHOULD BE HELD. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| IILG |
| 46113M108 |
| INTERVAL LEISURE GROUP, INC. |
| 8/3/2016 |
| ANNUAL |
| 1. DIRECTOR: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, LIZANNE GALBREATH, CHAD HOLLINGSWORTH, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR, STEPHEN R. QUAZZO, SERGIO D. RIVERA, THOMAS O. RYDER, AVY H. STEIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE AMENDMENTS TO THE INTERVAL LEISURE GROUP, INC. 2013 STOCK AND INCENTIVE COMPENSATION PLAN INCLUDING THE PERFORMANCE GOALS CONTAINED THEREIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTERVAL LEISURE GROUP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| LSXMA |
| 531229409 |
| LIBERTY MEDIA CORPORATION - SIRIUS |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, ROBERT R. BENNETT, M. IAN G. GILCHRIST |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| LVNTA |
| 53071M880 |
| LIBERTY INTERACTIVE CORPORATION - VENTURES (OLD CUSIP) |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, M. IAN G. GILCHRIST, MARK C. VADON, ANDREA L. WONG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY INTERACTIVE CORPORATION 2016 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| QVCA |
| 53071M104 |
| LIBERTY INTERACTIVE CORPORATION - QVCA |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, M. IAN G. GILCHRIST, MARK C. VADON, ANDREA L. WONG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY INTERACTIVE CORPORATION 2016 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| BATRA |
| 531229706 |
| LIBERY MEDIA CORPORATION - BRAVES |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, ROBERT R. BENNETT, M. IAN G. GILCHRIST |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| LMCA |
| 531229870 |
| LIBERTY MEDIA CORPORATION - CL A |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, ROBERT R. BENNETT, M. IAN G. GILCHRIST |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| LGF |
| 535919203 |
| LIONS GATE ENTERTAINMENT CORP. |
| 9/13/2016 |
| ANNUAL AND SPECIAL |
| 1. DIRECTOR: MICHAEL BURNS, GORDON CRAWFORD, ARTHUR EVRENSEL, JON FELTHEIMER, EMILY FINE, MICHAEL T. FRIES, SIR LUCIAN GRAINGE, DR. JOHN C. MALONE, G. SCOTT PATERSON, MARK H. RACHESKY, M.D., DARYL SIMM, HARDWICK SIMMONS, DAVID M. ZASLAV |
| M |
| FOR |
| YES |
| 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, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. PROPOSAL TO CONDUCT AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO APPROVE AMENDMENTS TO THE LIONS GATE ENTERTAINMENT CORP. 2012 PERFORMANCE INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. |
| M |
| FOR |
| YES |
| WITHHELD |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| LVNTA |
| 53071M880 |
| LIBERTY INTERACTIVE CORPORATION - VENTURES (OLD CUSIP) |
| 11/1/2016 |
| SPECIAL |
| 1. A PROPOSAL TO APPROVE THE REDEMPTION BY LIBERTY INTERACTIVE CORPORATION OF A PORTION OF THE OUTSTANDING SHARES OF LIBERTY VENTURES COMMON STOCK FOR ALL OF THE OUTSTANDING SHARES OF LIBERTY EXPEDIA HOLDINGS, INC., WHICH WOULD HOLD LIBERTY INTERACTIVE CORPORATION’S OWNERSHIP AND VOTING INTERESTS IN .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE SPECIAL MEETING BY LIBERTY INTERACTIVE CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE SPECIAL MEETING TO APPROVE THE OTHER PROPOSAL TO BE PRESENTED AT THE SPECIAL MEETING |
| M |
| FOR |
| YES |
| FOR |
PARTNERS III OPPORTUNITY FUND |
| FOX |
| 90130A200 |
| TWENTY-FIRST CENTURY FOX, INC. - CL B |
| 11/10/2016 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: K. RUPERT MURDOCH, LACHLAN K. MURDOCH, DELPHINE ARNAULT, JAMES W. BREYER, CHASE CAREY, DAVID F. DEVOE, VIET DINH, SIR RODERICK I. EDDINGTON, JAMES R. MURDOCH, JACQUES NASSER, ROBERT S. SILBERMAN, TIDJANE THIAM, JEFFREY W. UBBEN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| LGF |
| 535919203 |
| LIONS GATE ENTERTAINMENT CORP. |
| 12/7/2016 |
| SPECIAL |
| 1A. PROPOSAL TO ADOPT ALTERATIONS TO THE CURRENT NOTICE OF ARTICLES OF LIONS GATE TO CREATE AND AUTHORIZE A NEW CLASS OF VOTING SHARES ENTITLED ‘CLASS A VOTING SHARES’ (THE ‘LIONS GATE VOTING SHARES’) AND A NEW CLASS OF NON-VOTING SHARES ENTITLED ‘CLASS B NON-VOTING SHARES’ (THE ‘LIONS GATE NON-VOTING SHARES’) AND TO REMOVE THE COMPANY’S CURRENTLY AUTHORIZED SERIES OF PREFERRED SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 1B. PROPOSAL TO APPROVE THE ADOPTION OF AMENDMENTS TO THE CURRENT ARTICLES OF LIONS GATE WITH RESPECT TO THE SPECIAL RIGHTS AND RESTRICTIONS OF THE AUTHORIZED SHARES, INCLUDING THE COMMON SHARES, THE LIONS GATE VOTING SHARES, THE LIONS GATE NON-VOTING SHARES AND THE PREFERRED SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 1C. PROPOSAL TO APPROVE THE CONVERSION OF EACH COMMON SHARE INTO 0.5 LIONS GATE VOTING SHARES AND 0.5 LIONS GATE NON-VOTING SHARES AND THE ADOPTION OF FURTHER ALTERATIONS TO THE NOTICE OF ARTICLES OF LIONS GATE TO REMOVE THE COMMON SHARES FROM THE NOTICE OF ARTICLES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 1D. PROPOSAL TO APPROVE THE ADOPTION OF FURTHER AMENDMENTS TO THE ARTICLES OF LIONS GATE WITH RESPECT TO CHANGES TO REMOVE REFERENCES TO THE LIONS GATE COMMON SHARES THEREIN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO APPROVE THE ISSUANCE OF LIONS GATE NON-VOTING SHARES AND LIONS GATE VOTING SHARES TO HOLDERS OF STARZ SERIES A COMMON STOCK AND STARZ SERIES B COMMON STOCK IN CONNECTION WITH THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 30, 2016 (AS AMENDED, THE ‘MERGER AGREEMENT’), BY AND AMONG LIONS GATE, STARZ AND ORION ARM ACQUISITION INC. (‘MERGER SUB’) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. PROPOSAL TO APPROVE THE ISSUANCE OF LIONS GATE COMMON SHARES TO JOHN C. MALONE, ROBERT R. BENNETT AND CERTAIN OF THEIR RESPECTIVE AFFILIATES (THE ‘M-B STOCKHOLDERS’), IN CONNECTION WITH THE STOCK EXCHANGE AGREEMENT, DATED AS OF JUNE 30, 2016, BY AND BETWEEN LIONS GATE, MERGER SUB AND THE M-B STOCKHOLDERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO APPROVE ALL ISSUANCES OF LIONS GATE SECURITIES BY LIONS GATE, DURING THE FIVE-YEAR PERIOD FOLLOWING THE RECEIPT OF SHAREHOLDER APPROVAL, TO LIBERTY GLOBAL PLC, DISCOVERY COMMUNICATIONS, INC. AND MHR FUND MANAGEMENT, LLC IN CONNECTION WITH THE EXERCISE OF THEIR PREEMPTIVE RIGHTS UNDER THE INVESTOR RIGHTS AGREEMENT, DATED AS OF NOVEMBER 10, 2015 AND AMENDED AS OF JUNE 30, 2016, BY AND AMONG LIONS GATE AND CERTAIN OF ITS STOCKHOLDERS, INCLUDING LIBERTY GLOBAL PLC, DISCOVERY COMMUNICATIONS, INC., MHR FUND MANAGEMENT, LLC AND CERTAIN OF THEIR RESPECTIVE AFFILIATES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. PROPOSAL TO APPROVE THE FURTHER AMENDMENT OF THE ARTICLES OF LIONS GATE TO EXTEND INDEMNITIES CURRENTLY PROVIDED FOR IN THE ARTICLES OF LIONS GATE IN FAVOR OF DIRECTORS AND FORMER DIRECTORS OF LIONS GATE TO ALSO APPLY TO OFFICERS AND FORMER OFFICERS OF LIONS GATE. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF PROPOSALS 1(A), 1(B), 1(C), 1(D) OR 2, ABOVE, IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE SUCH PROPOSALS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| BATRA |
| 531229706 |
| LIBERY MEDIA CORPORATION - BRAVES |
| 1/17/2017 |
| SPECIAL |
| 1. A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF LIBERTY MEDIA CORPORATION’S SERIES C LIBERTY MEDIA COMMON STOCK, PAR VALUE $0.01 PER SHARE, IN CONNECTION WITH THE ACQUISITION OF FORMULA 1, AS DESCRIBED IN THE PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO APPROVE THE ADOPTION OF THE AMENDMENT AND RESTATEMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION (I) TO CHANGE THE NAME OF THE ‘MEDIA GROUP’ TO THE ‘FORMULA ONE GROUP’ (II) TO CHANGE THE NAME OF THE ‘LIBERTY MEDIA COMMON STOCK’ TO THE ‘LIBERTY FORMULA ONE COMMON STOCK’ (III) TO ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE SPECIAL MEETING BY LIBERTY MEDIA CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE SPECIAL MEETING TO APPROVE THE OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| LMCA |
| 531229870 |
| LIBERTY MEDIA CORPORATION - CL A |
| 1/17/2017 |
| SPECIAL |
| 1. A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF LIBERTY MEDIA CORPORATION’S SERIES C LIBERTY MEDIA COMMON STOCK, PAR VALUE $0.01 PER SHARE, IN CONNECTION WITH THE ACQUISITION OF FORMULA 1, AS DESCRIBED IN THE PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO APPROVE THE ADOPTION OF THE AMENDMENT AND RESTATEMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION (I) TO CHANGE THE NAME OF THE ‘MEDIA GROUP’ TO THE ‘FORMULA ONE GROUP’ (II) TO CHANGE THE NAME OF THE ‘LIBERTY MEDIA COMMON STOCK’ TO THE ‘LIBERTY FORMULA ONE COMMON STOCK’ (III) TO ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE SPECIAL MEETING BY LIBERTY MEDIA CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE SPECIAL MEETING TO APPROVE THE OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| LSXMA |
| 531229409 |
| LIBERTY MEDIA CORPORATION - SIRIUS |
| 1/17/2017 |
| SPECIAL |
| 1. A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF LIBERTY MEDIA CORPORATION’S SERIES C LIBERTY MEDIA COMMON STOCK, PAR VALUE $0.01 PER SHARE, IN CONNECTION WITH THE ACQUISITION OF FORMULA 1, AS DESCRIBED IN THE PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO APPROVE THE ADOPTION OF THE AMENDMENT AND RESTATEMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION (I) TO CHANGE THE NAME OF THE ‘MEDIA GROUP’ TO THE ‘FORMULA ONE GROUP’ (II) TO CHANGE THE NAME OF THE ‘LIBERTY MEDIA COMMON STOCK’ TO THE ‘LIBERTY FORMULA ONE COMMON STOCK’ (III) TO ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE SPECIAL MEETING BY LIBERTY MEDIA CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE SPECIAL MEETING TO APPROVE THE OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| WAIR |
| 950814103 |
| WESCO AIRCRAFT HOLDINGS, INC |
| 1/26/2017 |
| ANNUAL |
| 1. DIRECTOR: THOMAS M. BANCROFT, ADAM J. PALMER, NORTON A. SCHWARTZ, RANDY J. SNYDER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPANY’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| V |
| 92826C839 |
| VISA INC. |
| 1/31/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: LLOYD A. CARNEY, MARY B. CRANSTON, FRANCISCO JAVIER FERNANDEZ-CARBAJAL, GARY A. HOFFMAN, ALFRED F. KELLY, JR., ROBERT W. MATSCHULLAT, SUZANNE NORA JOHNSON, JOHN A.C. SWAINSON, MAYNARD G. WEBB, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2017 FISCAL YEAR. |
| M |
| FOR |
| YES |
| FOR |
PARTNERS III OPPORTUNITY FUND |
| TDG |
| 893641100 |
| TRANSDIGM GROUP INCORPORATED |
| 3/1/2017 |
| ANNUAL |
| 1. DIRECTOR: WILLIAM DRIES, MERVIN DUNN, MICHAEL GRAFF, SEAN HENNESSY, W. NICHOLAS HOWLEY, RAYMOND LAUBENTHAL, DOUGLAS PEACOCK, ROBERT SMALL, JOHN STAER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE (IN AN ADVISORY VOTE) COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO DETERMINE HOW OFTEN TO CONDUCT THE ADVISORY VOTE REGARDING COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS |
| M |
| NONE |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| TXN |
| 882508104 |
| TEXAS INSTRUMENTS INCORPORATED |
| 4/20/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: R. W. BABB, JR., M. A. BLINN, T. M. BLUEDORN, D. A. CARP, J. F. CLARK, C. S. COX, J. M. HOBBY, R. KIRK, P. H. PATSLEY, R. E. SANCHEZ, W. R. SANDERS, R. K. TEMPLETON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF ANNUAL FREQUENCY FOR FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| WFC |
| 949746101 |
| WELLS FARGO & COMPANY |
| 4/25/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: JOHN D. BAKER II, JOHN S. CHEN, LLOYD H. DEAN, ELIZABETH A. DUKE, ENRIQUE HERNANDEZ, JR., DONALD M. JAMES, CYNTHIA H. MILLIGAN, KAREN B. PEETZ, FEDERICO F. PENA, JAMES H. QUIGLEY, STEPHEN W. SANGER, RONALD L. SARGENT, TIMOTHY J. SLOAN, SUSAN G. SWENSON, SUZANNE M. VAUTRINOT |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY PROPOSAL ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. STOCKHOLDER PROPOSAL - RETAIL BANKING SALES PRACTICES REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL - CUMULATIVE VOTING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL - DIVESTING NON-CORE BUSINESS REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 8. STOCKHOLDER PROPOSAL - GENDER PAY EQUITY REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 9. STOCKHOLDER PROPOSAL - LOBBYING REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 10. STOCKHOLDER PROPOSAL - INDIGENOUS PEOPLES’ RIGHTS POLICY. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| NCMI |
| 635309107 |
| NATIONAL CINEMEDIA, INC. |
| 4/28/2017 |
| ANNUAL |
| 1. DIRECTOR: SCOTT N. SCHNEIDER, ANDREW J. ENGLAND, LAWRENCE A. GOODMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, ON AN ADVISORY BASIS, NATIONAL CINEMEDIA, INC.’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO CONSIDER AN ADVISORY VOTE ON THE FREQUENCY OF THE EXECUTIVE COMPENSATION ADVISORY VOTE. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS NATIONAL CINEMEDIA, INC.’S INDEPENDENT AUDITORS FOR THE 2017 FISCAL YEAR ENDING DECEMBER 28, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| AGN |
| G0177J108 |
| ALLERGAN PLC |
| 5/4/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: NESLI BASGOZ, M.D., PAUL M. BISARO, JAMES H. BLOEM, CHRISTOPHER W. BODINE, ADRIANE M. BROWN, CHRISTOPHER J. COUGHLIN, CATHERINE M. KLEMA, PETER J. MCDONNELL, M.D., PATRICK J. O’SULLIVAN, BRENTON L. SAUNDERS, RONALD R. TAYLOR, FRED G. WEISS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, IN A NON-BINDING VOTE, NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RECOMMEND, IN A NON-BINDING VOTE, WHETHER A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY, IN A NON-BINDING VOTE, THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017 AND TO AUTHORIZE, IN A BINDING VOTE, THE BOARD OF DIRECTORS, ACTING THROUGH ITS AUDIT AND COMPLIANCE COMMITTEE, TO DETERMINE PRICEWATERHOUSECOOPERS LLP’S REMUNERATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR THE PURPOSES OF SECTION 162(M) UNDER THE ALLERGAN PLC 2017 ANNUAL INCENTIVE COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| BRK/B |
| 084670702 |
| BERKSHIRE HATHAWAY, INC. (B) |
| 5/6/2017 |
| ANNUAL |
| 1. DIRECTOR: WARREN E. BUFFETT, CHARLES T. MUNGER, HOWARD G. BUFFETT, STEPHEN B. BURKE, SUSAN L. DECKER, WILLIAM H. GATES III, DAVID S. GOTTESMAN, CHARLOTTE GUYMAN, THOMAS S. MURPHY, RONALD L. OLSON, WALTER SCOTT, JR., MERYL B. WITMER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE 2017 PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. NON-BINDING RESOLUTION TO DETERMINE THE FREQUENCY (WHETHER ANNUAL, BIENNIAL OR TRIENNIAL) WITH WHICH SHAREHOLDERS OF THE COMPANY SHALL BE ENTITLED TO HAVE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| 3 YEARS |
| YES |
| 3 YEARS |
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL REGARDING METHANE GAS EMISSIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 6. SHAREHOLDER PROPOSAL REGARDING DIVESTING OF INVESTMENTS IN COMPANIES INVOLVED WITH FOSSIL FUELS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| LH |
| 50540R409 |
| LABORATORY CORP. OF AMERICA HOLDINGS |
| 5/11/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: KERRII B. ANDERSON, JEAN-LUC BELINGARD, D. GARY GILLILAND, M.D., PH.D., DAVID P. KING, GARHENG KONG, M.D., PH.D., ROBERT E. MITTELSTAEDT, JR., PETER M. NEUPERT, RICHELLE P. PARHAM, ADAM H. SCHECHTER, R. SANDERS WILLIAMS, M.D. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RECOMMEND BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE NON-BINDING VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL TO REQUIRE BOARD REPORTS RELATED TO THE ZIKA VIRUS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| ILG |
| 44967H101 |
| ILG INC |
| 5/15/2017 |
| ANNUAL |
| 1. DIRECTOR: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, LIZANNE GALBREATH, CHAD HOLLINGSWORTH, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR., STEPHEN R. QUAZZO, SERGIO D. RIVERA, THOMAS O. RYDER, AVY H. STEIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO DETERMINE, IN A NON-BINDING VOTE, WHETHER A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ILG FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| CFX |
| 194014106 |
| COLFAX CORPORATION |
| 5/18/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: MITCHELL P. RALES, MATTHEW L. TREROTOLA, PATRICK W. ALLENDER, THOMAS S. GAYNER, RHONDA L. JORDAN, SAN W. ORR, III, A. CLAYTON PERFALL, RAJIV VINNAKOTA, SHARON WIENBAR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| RWT |
| 758075402 |
| REDWOOD TRUST, INC. |
| 5/18/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: RICHARD D. BAUM, DOUGLAS B. HANSEN, MARIANN BYERWALTER, DEBORA D. HORVATH, MARTY HUGHES, GREG H. KUBICEK, KAREN R. PALLOTTA, JEFFREY T. PERO, GEORGANNE C. PROCTOR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. NON-BINDING ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. NON-BINDING ADVISORY RESOLUTION TO APPROVE THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| LBRDA |
| 530307107 |
| LIBERTY BROADBAND - CL A |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, JOHN E. WELSH III |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| QVCA |
| 53071M104 |
| LIBERTY INTERACTIVE CORPORATION - QVCA |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: EVAN D. MALONE, DAVID E. RAPLEY, LARRY E. ROMRELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. THE SAY-ON-PAY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. THE SAY-ON-FREQUENCY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY AT WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| 3 YEARS |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| FWONA |
| 531229870 |
| LIBERY MEDIA CORPORATION - FORMULA ONE |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: EVAN D. MALONE, DAVID E. RAPLEY, LARRY E. ROMRELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2017 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| LSXMA |
| 531229409 |
| LIBERTY MEDIA CORPORATION - SIRIUS |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: EVAN D. MALONE, DAVID E. RAPLEY, LARRY E. ROMRELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2017 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| BATRA |
| 531229706 |
| LIBERY MEDIA CORPORATION - BRAVES |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: EVAN D. MALONE, DAVID E. RAPLEY, LARRY E. ROMRELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2017 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| LVNTA |
| 53071M856 |
| LIBERTY INTERACTIVE CORPORATION - VENTURES |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: EVAN D. MALONE, DAVID E. RAPLEY, LARRY E. ROMRELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. THE SAY-ON-PAY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. THE SAY-ON-FREQUENCY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY AT WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| 3 YEARS |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| XOXO |
| 983772104 |
| XO GROUP INC. |
| 5/25/2017 |
| ANNUAL |
| 1. DIRECTOR: DAVID LIU, ELIZABETH SCHIMEL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. AN AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2009 STOCK INCENTIVE PLAN, AS AMENDED (RENAMED THE 2017 STOCK INCENTIVE PLAN), AMONG OTHER THINGS, TO INCREASE THE NUMBER OF AUTHORIZED SHARES |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| INS |
| 45816D100 |
| INTELLIGENT SYSTEMS CORPORATION |
| 5/25/2017 |
| ANNUAL |
| 1. DIRECTOR: CHERIE M. FUZZELL, PARKER H. PETIT |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. APPROVAL BY A NON-BINDING ADVISORY VOTE OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| CHUBA |
| 20084V108 |
| COMMERCEHUB, INC. |
| 6/16/2017 |
| ANNUAL |
| 1. DIRECTOR: MARK CATTINI, DAVID GOLDHILL, CHAD HOLLINGSWORTH |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO APPROVE THE SECOND AMENDED AND RESTATED COMMERCEHUB, INC. 2016 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| LEXEA |
| 53046P109 |
| LIBERTY EXPEDIA HOLDINGS, INC. |
| 6/20/2017 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, STEPHEN M. BRETT, GREGG L. ENGLES, SCOTT W. SCHOELZEL, CHRISTOPHER W. SHEAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO ADOPT THE LIBERTY EXPEDIA HOLDINGS, INC. 2016 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. THE SAY-ON-PAY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. THE SAY-ON-FREQUENCY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY AT WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| 3 YEARS |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS III OPPORTUNITY FUND |
| MA |
| 57636Q104 |
| MASTERCARD INCORPORATED |
| 6/27/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: RICHARD HAYTHORNTHWAITE, AJAY BANGA, SILVIO BARZI, DAVID R. CARLUCCI, STEVEN J. FREIBERG, JULIUS GENACHOWSKI, MERIT E. JANOW, NANCY J. KARCH, OKI MATSUMOTO, RIMA QURESHI, JOSE OCTAVIO REYES LAGUNES, JACKSON TAI |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY APPROVAL OF MASTERCARD’S EXECUTIVE COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER MASTERCARD’S 2006 LONG TERM INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR 162(M) PURPOSES |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR MASTERCARD FOR 2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. CONSIDERATION OF A STOCKHOLDER PROPOSAL ON GENDER PAY EQUITY |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| IILG |
| 46113M108 |
| INTERVAL LEISURE GROUP, INC. |
| 8/3/2016 |
| ANNUAL |
| 1. DIRECTOR: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, LIZANNE GALBREATH, CHAD HOLLINGSWORTH, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR, STEPHEN R. QUAZZO, SERGIO D. RIVERA, THOMAS O. RYDER, AVY H. STEIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE AMENDMENTS TO THE INTERVAL LEISURE GROUP, INC. 2013 STOCK AND INCENTIVE COMPENSATION PLAN INCLUDING THE PERFORMANCE GOALS CONTAINED THEREIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTERVAL LEISURE GROUP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| LSXMA |
| 531229409 |
| LIBERTY MEDIA CORPORATION - SIRIUS |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, ROBERT R. BENNETT, M. IAN G. GILCHRIST |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| QVCA |
| 53071M104 |
| LIBERTY INTERACTIVE CORPORATION - QVCA |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, M. IAN G. GILCHRIST, MARK C. VADON, ANDREA L. WONG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY INTERACTIVE CORPORATION 2016 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| LMCA |
| 531229870 |
| LIBERTY MEDIA CORPORATION - CL A |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, ROBERT R. BENNETT, M. IAN G. GILCHRIST |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| RRC |
| 75281A109 |
| RANGE RESOURCES CORPORATION |
| 9/15/2016 |
| SPECIAL |
| 1. TO APPROVE THE ISSUANCE OF SHARES OF RANGE RESOURCES CORPORATION COMMON STOCK, PAR VALUE $0.01 PER SHARE, TO MEMORIAL RESOURCE DEVELOPMENT CORP. STOCKHOLDERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 15, 2016, BY AND AMONG RANGE RESOURCES .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE ADJOURNMENT OF THE RANGE RESOURCES CORPORATION 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 RANGE STOCK ISSUANCE PROPOSAL. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| ORCL |
| 68389X105 |
| ORACLE CORPORATION |
| 11/16/2016 |
| ANNUAL |
| 1. DIRECTOR: JEFFREY S. BERG, H. RAYMOND BINGHAM, MICHAEL J. BOSKIN, SAFRA A. CATZ, BRUCE R. CHIZEN, GEORGE H. CONRADES, LAWRENCE J. ELLISON, HECTOR GARCIA-MOLINA, JEFFREY O. HENLEY, MARK V. HURD, RENEE J. JAMES, LEON E. PANETTA, NAOMI O. SELIGMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. STOCKHOLDER PROPOSAL REGARDING LOBBYING REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| LSXMA |
| 531229409 |
| LIBERTY MEDIA CORPORATION - SIRIUS |
| 1/17/2017 |
| SPECIAL |
| 1. A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF LIBERTY MEDIA CORPORATION’S SERIES C LIBERTY MEDIA COMMON STOCK, PAR VALUE $0.01 PER SHARE, IN CONNECTION WITH THE ACQUISITION OF FORMULA 1, AS DESCRIBED IN THE PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO APPROVE THE ADOPTION OF THE AMENDMENT AND RESTATEMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION (I) TO CHANGE THE NAME OF THE ‘MEDIA GROUP’ TO THE ‘FORMULA ONE GROUP’ (II) TO CHANGE THE NAME OF THE ‘LIBERTY MEDIA COMMON STOCK’ TO THE ‘LIBERTY FORMULA ONE COMMON STOCK’ (III) TO ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO AUTHORIZE THE ADJOURNMENT OF THE SPECIAL MEETING BY LIBERTY MEDIA CORPORATION TO PERMIT FURTHER SOLICITATION OF PROXIES, IF NECESSARY OR APPROPRIATE, IF SUFFICIENT VOTES ARE NOT REPRESENTED AT THE SPECIAL MEETING TO APPROVE THE OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| V |
| 92826C839 |
| VISA INC. |
| 1/31/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: LLOYD A. CARNEY, MARY B. CRANSTON, FRANCISCO JAVIER FERNANDEZ-CARBAJAL, GARY A. HOFFMAN, ALFRED F. KELLY, JR., ROBERT W. MATSCHULLAT, SUZANNE NORA JOHNSON, JOHN A.C. SWAINSON, MAYNARD G. WEBB, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2017 FISCAL YEAR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| TDG |
| 893641100 |
| TRANSDIGM GROUP INCORPORATED |
| 3/1/2017 |
| ANNUAL |
| 1. DIRECTOR: WILLIAM DRIES, MERVIN DUNN, MICHAEL GRAFF, SEAN HENNESSY, W. NICHOLAS HOWLEY, RAYMOND LAUBENTHAL, DOUGLAS PEACOCK, ROBERT SMALL, JOHN STAER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE (IN AN ADVISORY VOTE) COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO DETERMINE HOW OFTEN TO CONDUCT THE ADVISORY VOTE REGARDING COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS |
| M |
| NONE |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| TXN |
| 882508104 |
| TEXAS INSTRUMENTS INCORPORATED |
| 4/20/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: R. W. BABB, JR., M. A. BLINN, T. M. BLUEDORN, D. A. CARP, J. F. CLARK, C. S. COX, J. M. HOBBY, R. KIRK, P. H. PATSLEY, R. E. SANCHEZ, W. R. SANDERS, R. K. TEMPLETON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF ANNUAL FREQUENCY FOR FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| FLIR |
| 302445101 |
| FLIR SYSTEMS, INC. |
| 4/21/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: JOHN D. CARTER, WILLIAM W. CROUCH, CATHERINE A. HALLIGAN, EARL R. LEWIS, ANGUS L. MACDONALD, MICHAEL T. SMITH, CATHY A. STAUFFER, ANDREW C. TEICH, JOHN W. WOOD, JR., STEVEN E. WYNNE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE 2012 EXECUTIVE BONUS PLAN, WHICH IS INTENDED TO ATTRACT, RETAIN AND MOTIVATE KEY EXECUTIVES BY PROVIDING CASH PERFORMANCE AWARDS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE COMPANY’S BOARD OF DIRECTORS OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO APPROVE THAT THE COMPANY HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION EVERY YEAR. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| WFC |
| 949746101 |
| WELLS FARGO & COMPANY |
| 4/25/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: JOHN D. BAKER II, JOHN S. CHEN, LLOYD H. DEAN, ELIZABETH A. DUKE, ENRIQUE HERNANDEZ, JR., DONALD M. JAMES, CYNTHIA H. MILLIGAN, KAREN B. PEETZ, FEDERICO F. PENA, JAMES H. QUIGLEY, STEPHEN W. SANGER, RONALD L. SARGENT, TIMOTHY J. SLOAN, SUSAN G. SWENSON, SUZANNE M. VAUTRINOT |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY PROPOSAL ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. STOCKHOLDER PROPOSAL - RETAIL BANKING SALES PRACTICES REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL - CUMULATIVE VOTING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL - DIVESTING NON-CORE BUSINESS REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 8. STOCKHOLDER PROPOSAL - GENDER PAY EQUITY REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 9. STOCKHOLDER PROPOSAL - LOBBYING REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 10. STOCKHOLDER PROPOSAL - INDIGENOUS PEOPLES’ RIGHTS POLICY. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| AGN |
| G0177J108 |
| ALLERGAN PLC |
| 5/4/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: NESLI BASGOZ, M.D., PAUL M. BISARO, JAMES H. BLOEM, CHRISTOPHER W. BODINE, ADRIANE M. BROWN, CHRISTOPHER J. COUGHLIN, CATHERINE M. KLEMA, PETER J. MCDONNELL, M.D., PATRICK J. O’SULLIVAN, BRENTON L. SAUNDERS, RONALD R. TAYLOR, FRED G. WEISS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, IN A NON-BINDING VOTE, NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RECOMMEND, IN A NON-BINDING VOTE, WHETHER A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY, IN A NON-BINDING VOTE, THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017 AND TO AUTHORIZE, IN A BINDING VOTE, THE BOARD OF DIRECTORS, ACTING THROUGH ITS AUDIT AND COMPLIANCE COMMITTEE, TO DETERMINE PRICEWATERHOUSECOOPERS LLP’S REMUNERATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR THE PURPOSES OF SECTION 162(M) UNDER THE ALLERGAN PLC 2017 ANNUAL INCENTIVE COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| BRK/B |
| 084670702 |
| BERKSHIRE HATHAWAY, INC. (B) |
| 5/6/2017 |
| ANNUAL |
| 1. DIRECTOR: WARREN E. BUFFETT, CHARLES T. MUNGER, HOWARD G. BUFFETT, STEPHEN B. BURKE, SUSAN L. DECKER, WILLIAM H. GATES III, DAVID S. GOTTESMAN, CHARLOTTE GUYMAN, THOMAS S. MURPHY, RONALD L. OLSON, WALTER SCOTT, JR., MERYL B. WITMER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE 2017 PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. NON-BINDING RESOLUTION TO DETERMINE THE FREQUENCY (WHETHER ANNUAL, BIENNIAL OR TRIENNIAL) WITH WHICH SHAREHOLDERS OF THE COMPANY SHALL BE ENTITLED TO HAVE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| 3 YEARS |
| YES |
| 3 YEARS |
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL REGARDING METHANE GAS EMISSIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 6. SHAREHOLDER PROPOSAL REGARDING DIVESTING OF INVESTMENTS IN COMPANIES INVOLVED WITH FOSSIL FUELS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| LH |
| 50540R409 |
| LABORATORY CORP. OF AMERICA HOLDINGS |
| 5/11/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: KERRII B. ANDERSON, JEAN-LUC BELINGARD, D. GARY GILLILAND, M.D., PH.D., DAVID P. KING, GARHENG KONG, M.D., PH.D., ROBERT E. MITTELSTAEDT, JR., PETER M. NEUPERT, RICHELLE P. PARHAM, ADAM H. SCHECHTER, R. SANDERS WILLIAMS, M.D. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RECOMMEND BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE NON-BINDING VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL TO REQUIRE BOARD REPORTS RELATED TO THE ZIKA VIRUS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| ALSN |
| 01973R101 |
| ALLISON TRANSMISSION HOLDINGS, INC. |
| 5/11/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: STAN A. ASKREN, LAWRENCE E. DEWEY, DAVID C. EVERITT, ALVARO GARCIA-TUNON, WILLIAM R. HARKER, RICHARD P. LAVIN, THOMAS W. RABAUT, FRANCIS RABORN, RICHARD V. REYNOLDS, JAMES A. STAR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| ILG |
| 44967H101 |
| ILG INC |
| 5/15/2017 |
| ANNUAL |
| 1. DIRECTOR: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, LIZANNE GALBREATH, CHAD HOLLINGSWORTH, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR., STEPHEN R. QUAZZO, SERGIO D. RIVERA, THOMAS O. RYDER, AVY H. STEIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO DETERMINE, IN A NON-BINDING VOTE, WHETHER A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ILG FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| RRC |
| 75281A109 |
| RANGE RESOURCES CORPORATION |
| 5/17/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: BRENDA A. CLINE, ANTHONY V. DUB, ALLEN FINKELSON, JAMES M. FUNK, CHRISTOPHER A. HELMS, ROBERT A. INNAMORATI, MARY RALPH LOWE, GREG G. MAXWELL, KEVIN S. MCCARTHY, STEFFEN E. PALKO, JEFFREY L. VENTURA |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A NON-BINDING PROPOSAL TO APPROVE THE COMPENSATION PHILOSOPHY, ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A NON-BINDING PROPOSAL ON THE FREQUENCY OF A STOCKHOLDER ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. STOCKHOLDER PROPOSAL - REQUESTING PUBLICATION OF A POLITICAL SPENDING REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| RWT |
| 758075402 |
| REDWOOD TRUST, INC. |
| 5/18/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: RICHARD D. BAUM, DOUGLAS B. HANSEN, MARIANN BYERWALTER, DEBORA D. HORVATH, MARTY HUGHES, GREG H. KUBICEK, KAREN R. PALLOTTA, JEFFREY T. PERO, GEORGANNE C. PROCTOR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. NON-BINDING ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. NON-BINDING ADVISORY RESOLUTION TO APPROVE THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| PXD |
| 723787107 |
| PIONEER NATURAL RESOURCES COMPANY |
| 5/18/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: EDISON C. BUCHANAN, ANDREW F. CATES, TIMOTHY L. DOVE, PHILLIP A. GOBE, LARRY R. GRILLOT, STACY P. METHVIN, ROYCE W. MITCHELL, FRANK A. RISCH, SCOTT D. SHEFFIELD, MONA K. SUTPHEN, J. KENNETH THOMPSON, PHOEBE A. WOOD, MICHAEL D. WORTLEY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY VOTE REGARDING FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. STOCKHOLDER PROPOSAL RELATING TO A SUSTAINABILITY REPORT |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| CFX |
| 194014106 |
| COLFAX CORPORATION |
| 5/18/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: MITCHELL P. RALES, MATTHEW L. TREROTOLA, PATRICK W. ALLENDER, THOMAS S. GAYNER, RHONDA L. JORDAN, SAN W. ORR, III, A. CLAYTON PERFALL, RAJIV VINNAKOTA, SHARON WIENBAR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| LBRDA |
| 530307107 |
| LIBERTY BROADBAND - CL A |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, JOHN E. WELSH III |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| QVCA |
| 53071M104 |
| LIBERTY INTERACTIVE CORPORATION - QVCA |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: EVAN D. MALONE, DAVID E. RAPLEY, LARRY E. ROMRELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. THE SAY-ON-PAY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. THE SAY-ON-FREQUENCY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY AT WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| 3 YEARS |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| LSXMA |
| 531229409 |
| LIBERTY MEDIA CORPORATION - SIRIUS |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: EVAN D. MALONE, DAVID E. RAPLEY, LARRY E. ROMRELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY MEDIA CORPORATION 2017 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| WLTW |
| G96629103 |
| WILLIS TOWERS WATSON PUBLIC LIMITED CO. |
| 6/13/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: ANNA C. CATALANO, VICTOR F. GANZI, JOHN J. HALEY, WENDY E. LANE, JAMES F. MCCANN, BRENDAN R. O’NEILL, JAYMIN PATEL, LINDA D. RABBITT, PAUL THOMAS, JEFFREY W. UBBEN, WILHELM ZELLER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFY, ON AN ADVISORY BASIS, THE APPOINTMENT OF (I) DELOITTE & TOUCHE LLP TO AUDIT OUR FINANCIAL STATEMENTS AND (II) DELOITTE LLP TO AUDIT OUR IRISH STATUTORY ACCOUNTS, AND AUTHORIZE IN A BINDING VOTE THE BOARD, ACTING THROUGH THE AUDIT & RISK COMMITTEE, TO FIX THE INDEPENDENT AUDITORS’ REMUNERATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVE, ON AN ADVISORY BASIS, THE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. AMEND THE ARTICLES OF ASSOCIATION TO IMPLEMENT PROXY ACCESS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6A. AMEND THE ARTICLES OF ASSOCIATION TO PROVIDE FOR A PLURALITY VOTING STANDARD IN THE EVENT OF A CONTESTED ELECTION WHEN THE NUMBER OF DIRECTOR NOMINEES EXCEEDS THE NUMBER OF DIRECTORS TO BE ELECTED. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6B. AMEND THE ARTICLES OF ASSOCIATION TO GRANT THE BOARD THE SOLE AUTHORITY TO DETERMINE ITS SIZE. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 7A. AMEND THE ARTICLES OF ASSOCIATION TO ENHANCE THE ADVANCE NOTICE PROVISIONS AND MAKE CERTAIN ADMINISTRATIVE AMENDMENTS IN CONNECTION WITH THE COMPANIES ACT 2014. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 7B. AMEND THE MEMORANDUM OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE AMENDMENTS, INCLUDING IN CONNECTION WITH THE COMPANIES ACT 2014. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 8. RENEW THE BOARD’S EXISTING AUTHORITY TO ISSUE SHARES UNDER IRISH LAW. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 9. RENEW THE BOARD’S EXISTING AUTHORITY TO OPT OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| AON |
| G0408V102 |
| AON PLC |
| 6/23/2017 |
| ANNUAL |
| 1. RE-ELECTION OF DIRECTOR: LESTER B. KNIGHT, GREGORY C. CASE, JIN-YONG CAI, FULVIO CONTI, CHERYL A. FRANCIS, J. MICHAEL LOSH, ROBERT S. MORRISON, RICHARD B. MYERS, RICHARD C. NOTEBAERT, GLORIA SANTONA, CAROLYN Y. WOO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL OF OUR DIRECTORS’ REMUNERATION POLICY. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. RECEIPT OF AON’S ANNUAL REPORT AND ACCOUNTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS, FOR THE YEAR ENDED DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 7. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AON’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 8. RE-APPOINTMENT OF ERNST & YOUNG LLP AS AON’S U.K. STATUTORY AUDITOR UNDER THE COMPANIES ACT 2006. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 9. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DETERMINE THE REMUNERATION OF AON’S U.K. STATUTORY AUDITOR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 10. APPROVAL OF FORMS OF SHARE REPURCHASE CONTRACTS AND REPURCHASE COUNTERPARTIES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 11. AUTHORIZE THE BOARD OF DIRECTORS TO EXERCISE ALL POWERS OF AON TO ALLOT SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 12. AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT EQUITY SECURITIES FOR CASH WITHOUT RIGHTS OF PREEMPTION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 13. AUTHORIZE AON AND ITS SUBSIDIARIES TO MAKE POLITICAL DONATIONS OR EXPENDITURES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS VALUE FUND |
| MA |
| 57636Q104 |
| MASTERCARD INCORPORATED |
| 6/27/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: RICHARD HAYTHORNTHWAITE, AJAY BANGA, SILVIO BARZI, DAVID R. CARLUCCI, STEVEN J. FREIBERG, JULIUS GENACHOWSKI, MERIT E. JANOW, NANCY J. KARCH, OKI MATSUMOTO, RIMA QURESHI, JOSE OCTAVIO REYES LAGUNES, JACKSON TAI |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY APPROVAL OF MASTERCARD’S EXECUTIVE COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER MASTERCARD’S 2006 LONG TERM INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR 162(M) PURPOSES |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR MASTERCARD FOR 2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. CONSIDERATION OF A STOCKHOLDER PROPOSAL ON GENDER PAY EQUITY |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| IILG |
| 46113M108 |
| INTERVAL LEISURE GROUP, INC. |
| 8/3/2016 |
| ANNUAL |
| 1. DIRECTOR: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, LIZANNE GALBREATH, CHAD HOLLINGSWORTH, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR, STEPHEN R. QUAZZO, SERGIO D. RIVERA, THOMAS O. RYDER, AVY H. STEIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE AMENDMENTS TO THE INTERVAL LEISURE GROUP, INC. 2013 STOCK AND INCENTIVE COMPENSATION PLAN INCLUDING THE PERFORMANCE GOALS CONTAINED THEREIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTERVAL LEISURE GROUP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| QVCA |
| 53071M104 |
| LIBERTY INTERACTIVE CORPORATION - QVCA |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, M. IAN G. GILCHRIST, MARK C. VADON, ANDREA L. WONG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY INTERACTIVE CORPORATION 2016 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| RRC |
| 75281A109 |
| RANGE RESOURCES CORPORATION |
| 9/15/2016 |
| SPECIAL |
| 1. TO APPROVE THE ISSUANCE OF SHARES OF RANGE RESOURCES CORPORATION COMMON STOCK, PAR VALUE $0.01 PER SHARE, TO MEMORIAL RESOURCE DEVELOPMENT CORP. STOCKHOLDERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 15, 2016, BY AND AMONG RANGE RESOURCES .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE ADJOURNMENT OF THE RANGE RESOURCES CORPORATION 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 RANGE STOCK ISSUANCE PROPOSAL. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| ORCL |
| 68389X105 |
| ORACLE CORPORATION |
| 11/16/2016 |
| ANNUAL |
| 1. DIRECTOR: JEFFREY S. BERG, H. RAYMOND BINGHAM, MICHAEL J. BOSKIN, SAFRA A. CATZ, BRUCE R. CHIZEN, GEORGE H. CONRADES, LAWRENCE J. ELLISON, HECTOR GARCIA-MOLINA, JEFFREY O. HENLEY, MARK V. HURD, RENEE J. JAMES, LEON E. PANETTA, NAOMI O. SELIGMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. STOCKHOLDER PROPOSAL REGARDING LOBBYING REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| GWRE |
| 40171V100 |
| GUIDEWIRE SOFTWARE INC |
| 12/1/2016 |
| ANNUAL |
| 1. DIRECTOR: CRAIG CONWAY, GUY DUBOIS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO ADOPT AN AMENDMENT TO THE COMPANY’S BYLAWS TO PROVIDE THAT THE COURTS LOCATED WITHIN THE STATE OF DELAWARE WILL SERVE AS THE EXCLUSIVE FORUM FOR THE ADJUDICATION OF CERTAIN LEGAL DISPUTES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR ITS FISCAL YEAR ENDING JULY 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
RESEARCH FUND |
| V |
| 92826C839 |
| VISA INC. |
| 1/31/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: LLOYD A. CARNEY, MARY B. CRANSTON, FRANCISCO JAVIER FERNANDEZ-CARBAJAL, GARY A. HOFFMAN, ALFRED F. KELLY, JR., ROBERT W. MATSCHULLAT, SUZANNE NORA JOHNSON, JOHN A.C. SWAINSON, MAYNARD G. WEBB, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2017 FISCAL YEAR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| AAPL |
| 037833100 |
| APPLE INC. |
| 2/28/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: JAMES BELL, TIM COOK, AL GORE, BOB IGER, ANDREA JUNG, ART LEVINSON, RON SUGAR, SUE WAGNER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS APPLE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. A SHAREHOLDER PROPOSAL ENTITLED: CHARITABLE GIVING - RECIPIENTS, INTENTS AND BENEFITS |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 6. A SHAREHOLDER PROPOSAL REGARDING DIVERSITY AMONG OUR SENIOR MANAGEMENT AND BOARD OF DIRECTORS |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 7. A SHAREHOLDER PROPOSAL ENTITLED ‘SHAREHOLDER PROXY ACCESS AMENDMENTS’ |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 8. A SHAREHOLDER PROPOSAL ENTITLED ‘EXECUTIVE COMPENSATION REFORM’ |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 9. A SHAREHOLDER PROPOSAL ENTITLED ‘EXECUTIVES TO RETAIN SIGNIFICANT STOCK’ |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| PX |
| 74005P104 |
| PRAXAIR, INC. |
| 4/25/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: STEPHEN F. ANGEL, OSCAR BERNARDES, NANCE K. DICCIANI, EDWARD G. GALANTE, RAYMOND W. LEBOEUF, LARRY D. MCVAY, MARTIN H. RICHENHAGEN, WAYNE T. SMITH, ROBERT L. WOOD |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF THE INDEPENDENT AUDITOR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE, ON AN ADVISORY AND NON-BINDING BASIS, THE COMPENSATION OF PRAXAIR’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE 2017 PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RECOMMEND, ON AN ADVISORY AND NON-BINDING BASIS, THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO APPROVE AMENDMENTS TO THE AMENDED AND RESTATED 2009 PRAXAIR, INC. LONG TERM INCENTIVE PLAN AND TO APPROVE SECTION 162(M) PERFORMANCE MEASURES UNDER THE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| NCMI |
| 635309107 |
| NATIONAL CINEMEDIA, INC. |
| 4/28/2017 |
| ANNUAL |
| 1. DIRECTOR: SCOTT N. SCHNEIDER, ANDREW J. ENGLAND, LAWRENCE A. GOODMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, ON AN ADVISORY BASIS, NATIONAL CINEMEDIA, INC.’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO CONSIDER AN ADVISORY VOTE ON THE FREQUENCY OF THE EXECUTIVE COMPENSATION ADVISORY VOTE. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS NATIONAL CINEMEDIA, INC.’S INDEPENDENT AUDITORS FOR THE 2017 FISCAL YEAR ENDING DECEMBER 28, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| CMP |
| 20451N101 |
| COMPASS MINERALS INTERNATIONAL, INC. |
| 5/3/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: VALDEMAR L. FISCHER, RICHARD S. GRANT, AMY J. YODER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF COMPASS MINERALS’ NAMED EXECUTIVE OFFICERS, AS SET FORTH IN THE PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF THE ADVISORY APPROVAL OF COMPASS MINERALS’ NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS COMPASS MINERALS’ INDEPENDENT REGISTERED ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| MUSA |
| 626755102 |
| MURPHY USA INC. |
| 5/4/2017 |
| ANNUAL |
| 1. DIRECTOR: CLAIBORNE P. DEMING, THOMAS M. GATTLE, JR., JACK T. TAYLOR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. APPROVAL OF EXECUTIVE COMPENSATION ON AN ADVISORY, NON-BINDING BASIS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| AGN |
| G0177J108 |
| ALLERGAN PLC |
| 5/4/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: NESLI BASGOZ, M.D., PAUL M. BISARO, JAMES H. BLOEM, CHRISTOPHER W. BODINE, ADRIANE M. BROWN, CHRISTOPHER J. COUGHLIN, CATHERINE M. KLEMA, PETER J. MCDONNELL, M.D., PATRICK J. O’SULLIVAN, BRENTON L. SAUNDERS, RONALD R. TAYLOR, FRED G. WEISS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, IN A NON-BINDING VOTE, NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RECOMMEND, IN A NON-BINDING VOTE, WHETHER A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY, IN A NON-BINDING VOTE, THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017 AND TO AUTHORIZE, IN A BINDING VOTE, THE BOARD OF DIRECTORS, ACTING THROUGH ITS AUDIT AND COMPLIANCE COMMITTEE, TO DETERMINE PRICEWATERHOUSECOOPERS LLP’S REMUNERATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR THE PURPOSES OF SECTION 162(M) UNDER THE ALLERGAN PLC 2017 ANNUAL INCENTIVE COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| BRK/B |
| 084670702 |
| BERKSHIRE HATHAWAY, INC. (B) | 5/6/2017 |
| ANNUAL |
| 1. DIRECTOR: WARREN E. BUFFETT, CHARLES T. MUNGER, HOWARD G. BUFFETT, STEPHEN B. BURKE, SUSAN L. DECKER, WILLIAM H. GATES III, DAVID S. GOTTESMAN, CHARLOTTE GUYMAN, THOMAS S. MURPHY, RONALD L. OLSON, WALTER SCOTT, JR., MERYL B. WITMER |
| M |
| FOR |
| YES |
| FOR | |
|
|
|
|
|
|
|
|
|
|
|
| 2. NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE 2017 PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. NON-BINDING RESOLUTION TO DETERMINE THE FREQUENCY (WHETHER ANNUAL, BIENNIAL OR TRIENNIAL) WITH WHICH SHAREHOLDERS OF THE COMPANY SHALL BE ENTITLED TO HAVE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| 3 YEARS |
| YES |
| 3 YEARS |
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL REGARDING METHANE GAS EMISSIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 6. SHAREHOLDER PROPOSAL REGARDING DIVESTING OF INVESTMENTS IN COMPANIES INVOLVED WITH FOSSIL FUELS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| AVP |
| 054303102 |
| AVON PRODUCTS, INC. |
| 5/9/2017 |
| ANNUAL |
| 1. DIRECTOR: JOSE ARMARIO, W. DON CORNWELL, NANCY KILLEFER, SUSAN J. KROPF, HELEN MCCLUSKEY, SHERI MCCOY, CHARLES H. NOSKI, CATHY D. ROSS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. NON-BINDING, ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF THE EXECUTIVE COMPENSATION ADVISORY VOTE. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, UNITED KINGDOM, AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| CVS |
| 126650100 |
| CVS HEALTH CORPORATION |
| 5/10/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: RICHARD M. BRACKEN, C. DAVID BROWN II, ALECIA A. DECOUDREAUX, NANCY-ANN M. DEPARLE, DAVID W. DORMAN, ANNE M. FINUCANE, LARRY J. MERLO, JEAN-PIERRE MILLON, MARY L. SCHAPIRO, RICHARD J. SWIFT, WILLIAM C. WELDON, TONY L. WHITE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. PROPOSAL TO APPROVE THE 2017 INCENTIVE COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL REGARDING THE OWNERSHIP THRESHOLD FOR CALLING SPECIAL MEETINGS OF STOCKHOLDERS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL REGARDING A REPORT ON EXECUTIVE PAY. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 8. STOCKHOLDER PROPOSAL REGARDING A REPORT ON RENEWABLE ENERGY TARGETS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| LH |
| 50540R409 |
| LABORATORY CORP. OF AMERICA HOLDINGS |
| 5/11/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: KERRII B. ANDERSON, JEAN-LUC BELINGARD, D. GARY GILLILAND, M.D., PH.D., DAVID P. KING, GARHENG KONG, M.D., PH.D., ROBERT E. MITTELSTAEDT, JR., PETER M. NEUPERT, RICHELLE P. PARHAM, ADAM H. SCHECHTER, R. SANDERS WILLIAMS, M.D. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RECOMMEND BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE NON-BINDING VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL TO REQUIRE BOARD REPORTS RELATED TO THE ZIKA VIRUS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| ILG |
| 44967H101 |
| ILG INC |
| 5/15/2017 |
| ANNUAL |
| 1. DIRECTOR: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, LIZANNE GALBREATH, CHAD HOLLINGSWORTH, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR., STEPHEN R. QUAZZO, SERGIO D. RIVERA, THOMAS O. RYDER, AVY H. STEIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO DETERMINE, IN A NON-BINDING VOTE, WHETHER A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ILG FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| TMO |
| 883556102 |
| THERMO FISHER SCIENTIFIC INC. |
| 5/17/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: MARC N. CASPER, NELSON J. CHAI, C. MARTIN HARRIS, TYLER JACKS, JUDY C. LEWENT, THOMAS J. LYNCH, JIM P. MANZI, WILLIAM G. PARRETT, LARS R. SORENSEN, SCOTT M. SPERLING, ELAINE S. ULLIAN, DION J. WEISLER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. AN ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| SUM |
| 86614U100 |
| SUMMIT MATERIALS, INC. |
| 5/17/2017 |
| ANNUAL |
| 1. DIRECTOR: TED A. GARDNER, JOHN R. MURPHY, STEVEN H. WUNNING |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. NONBINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS FOR 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| CFX |
| 194014106 |
| COLFAX CORPORATION |
| 5/18/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: MITCHELL P. RALES, MATTHEW L. TREROTOLA, PATRICK W. ALLENDER, THOMAS S. GAYNER, RHONDA L. JORDAN, SAN W. ORR, III, A. CLAYTON PERFALL, RAJIV VINNAKOTA, SHARON WIENBAR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| DFIN |
| 25787G100 |
| DONNELLEY FINANCIAL SOLUTIONS, INC. |
| 5/18/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: DANIEL N. LEIB, LOIS M. MARTIN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE REGARDING FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. AMENDED AND RESTATED 2016 PERFORMANCE INCENTIVE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. RATIFICATION OF THE COMPANY’S AUDITORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| AMZN |
| 023135106 |
| AMAZON.COM, INC. |
| 5/23/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: JEFFREY P. BEZOS, TOM A. ALBERG, JOHN SEELY BROWN, JAMIE S. GORELICK, DANIEL P. HUTTENLOCHER, JUDITH A. MCGRATH, JONATHAN J. RUBINSTEIN, THOMAS O. RYDER, PATRICIA Q. STONESIFER, WENDELL P. WEEKS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION |
| M |
| 3 YEARS |
| YES |
| 3 YEARS |
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVAL OF THE COMPANY’S 1997 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. SHAREHOLDER PROPOSAL REGARDING A REPORT ON USE OF CRIMINAL BACKGROUND CHECKS IN HIRING DECISIONS |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 7. SHAREHOLDER PROPOSAL REGARDING SUSTAINABILITY AS AN EXECUTIVE COMPENSATION PERFORMANCE MEASURE |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 8. SHAREHOLDER PROPOSAL REGARDING VOTE-COUNTING PRACTICES FOR SHAREHOLDER PROPOSALS |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| FOSL |
| 34988V106 |
| FOSSIL GROUP, INC. |
| 5/24/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: JEFFREY N. BOYER, WILLIAM B. CHIASSON, MAURIA A. FINLEY, KOSTA N. KARTSOTIS, DIANE L. NEAL, THOMAS M. NEALON, MARK D. QUICK, JAMES E. SKINNER, JAMES M. ZIMMERMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. PROPOSAL TO HOLD AN ADVISORY VOTE ON WHETHER AN ADVISORY VOTE ON EXECUTIVE COMPENSATION SHOULD BE HELD EVERY ONE, TWO OR THREE YEARS. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 30, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| XOXO |
| 983772104 |
| XO GROUP INC. |
| 5/25/2017 |
| ANNUAL |
| 1. DIRECTOR: DAVID LIU, ELIZABETH SCHIMEL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. AN AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2009 STOCK INCENTIVE PLAN, AS AMENDED (RENAMED THE 2017 STOCK INCENTIVE PLAN), AMONG OTHER THINGS, TO INCREASE THE NUMBER OF AUTHORIZED SHARES |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| FIS |
| 31620M106 |
| FIDELITY NATIONAL INFORMATION SERVICES, INC. |
| 5/31/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: ELLEN R. ALEMANY, THOMAS M. HAGERTY, KEITH W. HUGHES, DAVID K. HUNT, STEPHAN A. JAMES, FRANK R. MARTIRE, LESLIE M. MUMA, GARY A. NORCROSS, JAMES B. STALLINGS, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE ON FIDELITY NATIONAL INFORMATION SERVICES, INC. EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| AMT |
| 03027X100 |
| AMERICAN TOWER CORPORATION |
| 5/31/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: GUSTAVO LARA CANTU, RAYMOND P. DOLAN, ROBERT D. HORMATS, CRAIG MACNAB, JOANN A. REED, PAMELA D.A. REEVE, DAVID E. SHARBUTT, JAMES D. TAICLET, JR., SAMME L. THOMPSON |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY WITH WHICH THE COMPANY WILL HOLD A STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| DG |
| 256677105 |
| DOLLAR GENERAL CORPORATION |
| 5/31/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: WARREN F. BRYANT, MICHAEL M. CALBERT, SANDRA B. COCHRAN, PATRICIA D. FILI-KRUSHEL, PAULA A. PRICE, WILLIAM C. RHODES, III, DAVID B. RICKARD, TODD J. VASOS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER DOLLAR GENERAL CORPORATION’S AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN FOR PURPOSES OF COMPENSATION DEDUCTIBILITY UNDER INTERNAL REVENUE CODE SECTION 162(M) AND THE LIMIT ON NON-EMPLOYEE DIRECTOR COMPENSATION SET FORTH IN SUCH PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER DOLLAR GENERAL CORPORATION’S AMENDED AND RESTATED ANNUAL INCENTIVE PLAN FOR PURPOSES OF COMPENSATION DEDUCTIBILITY UNDER INTERNAL REVENUE CODE SECTION 162(M) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF DOLLAR GENERAL CORPORATION’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO RECOMMEND, ON AN ADVISORY (NON-BINDING) BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON DOLLAR GENERAL CORPORATION’S NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 3 YEARS |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 6. TO RATIFY ERNST AND YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| CRM |
| 79466L302 |
| SALESFORCE.COM, INC. |
| 6/6/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: MARC BENIOFF, KEITH BLOCK, CRAIG CONWAY, ALAN HASSENFELD, NEELIE KROES, COLIN POWELL, SANFORD ROBERTSON, JOHN V. ROOS, ROBIN WASHINGTON, MAYNARD WEBB, SUSAN WOJCICKI |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. APPROVAL TO AMEND OUR 2013 EQUITY INCENTIVE PLAN, INCLUDING TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR GRANT BY 37 MILLION SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVAL TO AMEND OUR 2004 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR EMPLOYEE PURCHASE BY 8 MILLION SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2018. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO APPROVE, ON AN ADVISORY BASIS, THE FISCAL 2017 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 7. A STOCKHOLDER PROPOSAL REQUESTING, ON AN ADVISORY BASIS, ACTION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF STOCKHOLDERS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| ZOES |
| 98979J109 |
| ZOE’S KITCHEN, INC. |
| 6/8/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: KEVIN MILES |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 25, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO ADOPT, ON AN ADVISORY BASIS, A RESOLUTION APPROVING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS IN THE PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| WLTW |
| G96629103 |
| WILLIS TOWERS WATSON PUBLIC LIMITED CO. |
| 6/13/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: ANNA C. CATALANO, VICTOR F. GANZI, JOHN J. HALEY, WENDY E. LANE, JAMES F. MCCANN, BRENDAN R. O’NEILL, JAYMIN PATEL, LINDA D. RABBITT, PAUL THOMAS, JEFFREY W. UBBEN, WILHELM ZELLER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFY, ON AN ADVISORY BASIS, THE APPOINTMENT OF (I) DELOITTE & TOUCHE LLP TO AUDIT OUR FINANCIAL STATEMENTS AND (II) DELOITTE LLP TO AUDIT OUR IRISH STATUTORY ACCOUNTS, AND AUTHORIZE IN A BINDING VOTE THE BOARD, ACTING THROUGH THE AUDIT & RISK COMMITTEE, TO FIX THE INDEPENDENT AUDITORS’ REMUNERATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. APPROVE, ON AN ADVISORY BASIS, THE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. AMEND THE ARTICLES OF ASSOCIATION TO IMPLEMENT PROXY ACCESS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6A. AMEND THE ARTICLES OF ASSOCIATION TO PROVIDE FOR A PLURALITY VOTING STANDARD IN THE EVENT OF A CONTESTED ELECTION WHEN THE NUMBER OF DIRECTOR NOMINEES EXCEEDS THE NUMBER OF DIRECTORS TO BE ELECTED. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6B. AMEND THE ARTICLES OF ASSOCIATION TO GRANT THE BOARD THE SOLE AUTHORITY TO DETERMINE ITS SIZE. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 7A. AMEND THE ARTICLES OF ASSOCIATION TO ENHANCE THE ADVANCE NOTICE PROVISIONS AND MAKE CERTAIN ADMINISTRATIVE AMENDMENTS IN CONNECTION WITH THE COMPANIES ACT 2014. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 7B. AMEND THE MEMORANDUM OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE AMENDMENTS, INCLUDING IN CONNECTION WITH THE COMPANIES ACT 2014. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 8. RENEW THE BOARD’S EXISTING AUTHORITY TO ISSUE SHARES UNDER IRISH LAW. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 9. RENEW THE BOARD’S EXISTING AUTHORITY TO OPT OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| ACIW |
| 004498101 |
| ACI WORLDWIDE, INC. |
| 6/14/2017 |
| ANNUAL |
| 1. DIRECTOR: JANET O. ESTEP, JAMES C. HALE, PHILIP G. HEASLEY, JAMES C. MCGRODDY, CHARLES E. PETERS, JR., DAVID A. POE, ADALIO T. SANCHEZ, JOHN M. SHAY, JR., JAN H. SUWINSKI, THOMAS W. WARSOP III |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY VOTE REGARDING THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 3 YEARS |
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVE THE 2017 EMPLOYEE STOCK PURCHASE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| DLTR |
| 256746108 |
| DOLLAR TREE, INC. |
| 6/15/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: ARNOLD S. BARRON, GREGORY M. BRIDGEFORD, MACON F. BROCK, JR., MARY ANNE CITRINO, H. RAY COMPTON, CONRAD M. HALL, LEMUEL E. LEWIS, BOB SASSER, THOMAS A. SAUNDERS III, THOMAS E. WHIDDON, CARL P. ZEITHAML |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH FUND |
| AON |
| G0408V102 |
| AON PLC |
| 6/23/2017 |
| ANNUAL |
| 1. RE-ELECTION OF DIRECTOR: LESTER B. KNIGHT, GREGORY C. CASE, JIN-YONG CAI, FULVIO CONTI, CHERYL A. FRANCIS, J. MICHAEL LOSH, ROBERT S. MORRISON, RICHARD B. MYERS, RICHARD C. NOTEBAERT, GLORIA SANTONA, CAROLYN Y. WOO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL OF OUR DIRECTORS’ REMUNERATION POLICY. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. RECEIPT OF AON’S ANNUAL REPORT AND ACCOUNTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS, FOR THE YEAR ENDED DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 7. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AON’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 8. RE-APPOINTMENT OF ERNST & YOUNG LLP AS AON’S U.K. STATUTORY AUDITOR UNDER THE COMPANIES ACT 2006. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 9. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DETERMINE THE REMUNERATION OF AON’S U.K. STATUTORY AUDITOR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 10. APPROVAL OF FORMS OF SHARE REPURCHASE CONTRACTS AND REPURCHASE COUNTERPARTIES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 11. AUTHORIZE THE BOARD OF DIRECTORS TO EXERCISE ALL POWERS OF AON TO ALLOT SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 12. AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT EQUITY SECURITIES FOR CASH WITHOUT RIGHTS OF PREEMPTION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 13. AUTHORIZE AON AND ITS SUBSIDIARIES TO MAKE POLITICAL DONATIONS OR EXPENDITURES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHORT DURATION INCOME FUND |
| RWT |
| 758075402 |
| REDWOOD TRUST, INC. |
| 5/18/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: RICHARD D. BAUM, DOUGLAS B. HANSEN, MARIANN BYERWALTER, DEBORA D. HORVATH, MARTY HUGHES, GREG H. KUBICEK, KAREN R. PALLOTTA, JEFFREY T. PERO, GEORGANNE C. PROCTOR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. NON-BINDING ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. NON-BINDING ADVISORY RESOLUTION TO APPROVE THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| MCK |
| 58155Q103 |
| MCKESSON CORPORATION |
| 7/27/2016 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: ANDY D. BRYANT, WAYNE A. BUDD, N. ANTHONY COLES, M.D., JOHN H. HAMMERGREN, M. CHRISTINE JACOBS, DONALD R. KNAUSS, MARIE L. KNOWLES, EDWARD A. MUELLER, SUSAN R. SALKA |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREHOLDER PROPOSAL ON ACCELERATED VESTING OF EQUITY AWARDS |
| S |
| AGAINST |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL ON DISCLOSURE OF POLITICAL CONTRIBUTIONS AND EXPENDITURES |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| QVCA |
| 53071M104 |
| LIBERTY INTERACTIVE CORPORATION - QVCA |
| 8/23/2016 |
| ANNUAL |
| 1. DIRECTOR: JOHN C. MALONE, M. IAN G. GILCHRIST, MARK C. VADON, ANDREA L. WONG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A PROPOSAL TO ADOPT THE LIBERTY INTERACTIVE CORPORATION 2016 OMNIBUS INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| RRC |
| 75281A109 |
| RANGE RESOURCES CORPORATION |
| 9/15/2016 |
| SPECIAL |
| 1. TO APPROVE THE ISSUANCE OF SHARES OF RANGE RESOURCES CORPORATION COMMON STOCK, PAR VALUE $0.01 PER SHARE, TO MEMORIAL RESOURCE DEVELOPMENT CORP. STOCKHOLDERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 15, 2016, BY AND AMONG RANGE RESOURCES .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE ADJOURNMENT OF THE RANGE RESOURCES CORPORATION 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 RANGE STOCK ISSUANCE PROPOSAL. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| DEO |
| 25243Q205 |
| DIAGEO PLC |
| 9/21/2016 |
| ANNUAL |
| 1. REPORT AND ACCOUNTS 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. DIRECTORS’ REMUNERATION REPORT 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. DECLARATION OF FINAL DIVIDEND. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. RE-ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION, CHAIRMAN OF COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. RE-ELECTION OF HO KWONPING AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 7. RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 8. RE-ELECTION OF DR FB HUMER AS A DIRECTOR. (NOMINATION, CHAIRMAN OF COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 9. RE-ELECTION OF NS MENDELSOHN AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 10. RE-ELECTION OF IM MENEZES AS A DIRECTOR. (EXECUTIVE, CHAIRMAN OF COMMITTEE) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 11. RE-ELECTION OF PG SCOTT AS A DIRECTOR. (AUDIT, CHAIRMAN OF COMMITTEE, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 12. RE-ELECTION OF AJH STEWART AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 13. ELECTION OF J FERRAN AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 14. ELECTION OF KA MIKELLS AS A DIRECTOR. (EXECUTIVE) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 15. ELECTION OF EN WALMSLEY AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION) |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 16. RE-APPOINTMENT OF AUDITOR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 17. REMUNERATION OF AUDITOR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 18. AUTHORITY TO ALLOT SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 19. DISAPPLICATION OF PRE-EMPTION RIGHTS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 20. AUTHORITY TO PURCHASE OWN ORDINARY SHARES AT 28 101/108 PENCE (THE ‘ORDINARY SHARES’). |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 21. AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR POLITICAL EXPENDITURE IN THE EU. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| ORCL |
| 68389X105 |
| ORACLE CORPORATION |
| 11/16/2016 |
| ANNUAL |
| 1. DIRECTOR: JEFFREY S. BERG, H. RAYMOND BINGHAM, MICHAEL J. BOSKIN, SAFRA A. CATZ, BRUCE R. CHIZEN, GEORGE H. CONRADES, LAWRENCE J. ELLISON, HECTOR GARCIA-MOLINA, JEFFREY O. HENLEY, MARK V. HURD, RENEE J. JAMES, LEON E. PANETTA, NAOMI O. SELIGMAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. STOCKHOLDER PROPOSAL REGARDING LOBBYING REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| MON |
| 61166W101 |
| MONSANTO COMPANY |
| 12/13/2016 |
| SPECIAL |
| 1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 14, 2016 (AS IT MAY BE AMENDED FROM TIME TO TIME, THE ‘MERGER AGREEMENT’), BY AND AMONG MONSANTO COMPANY (THE ‘COMPANY’), BAYER AKTIENGESELLSCHAFT, A GERMAN STOCK CORPORATION (‘BAYER’), AND KWA INVESTMENT CO., A DELAWARE ..(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) |
| M |
| FOR |
| YES |
| 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. |
| M |
| FOR |
| YES |
| 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. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| MON |
| 61166W101 |
| MONSANTO COMPANY |
| 1/27/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: DWIGHT M. (MITCH) BARNS, GREGORY H. BOYCE, DAVID L. CHICOINE, PH.D., JANICE L. FIELDS, HUGH GRANT, ARTHUR H. HARPER, LAURA K. IPSEN, MARCOS M. LUTZ, C. STEVEN MCMILLAN, JON R. MOELLER, GEORGE H. POSTE, PH.D., D.V.M., ROBERT J. STEVENS, PATRICIA VERDUIN, PH.D. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY (NON-BINDING) VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVAL OF PERFORMANCE GOALS UNDER, AND AN AMENDMENT TO, THE LONG-TERM INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. SHAREOWNER PROPOSAL: LOBBYING REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 7. SHAREOWNER PROPOSAL: GLYPHOSATE REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| V |
| 92826C839 |
| VISA INC. |
| 1/31/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: LLOYD A. CARNEY, MARY B. CRANSTON, FRANCISCO JAVIER FERNANDEZ-CARBAJAL, GARY A. HOFFMAN, ALFRED F. KELLY, JR., ROBERT W. MATSCHULLAT, SUZANNE NORA JOHNSON, JOHN A.C. SWAINSON, MAYNARD G. WEBB, JR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2017 FISCAL YEAR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| ACN |
| G1151C101 |
| ACCENTURE PLC |
| 2/10/2017 |
| ANNUAL |
| 1. RE-APPOINTMENT OF DIRECTOR: JAIME ARDILA, CHARLES H. GIANCARLO, HERBERT HAINER, WILLIAM L. KIMSEY, MARJORIE MAGNER, NANCY MCKINSTRY, PIERRE NANTERME, GILLES C. PELISSON, PAULA A. PRICE, ARUN SARIN, FRANK K. TANG |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RECOMMEND, IN A NON-BINDING VOTE, WHETHER A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY 1, 2 OR 3 YEARS. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY, IN A NON-BINDING VOTE, THE APPOINTMENT OF KPMG LLP (KPMG) AS THE INDEPENDENT AUDITORS OF ACCENTURE AND TO AUTHORIZE, IN A BINDING VOTE, THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO DETERMINE KPMG’S REMUNERATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO GRANT THE BOARD OF DIRECTORS THE AUTHORITY TO ISSUE SHARES UNDER IRISH LAW. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. TO GRANT THE BOARD OF DIRECTORS THE AUTHORITY TO OPT-OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 7. TO DETERMINE THE PRICE RANGE AT WHICH ACCENTURE CAN RE-ALLOT SHARES THAT IT ACQUIRES AS TREASURY SHARES UNDER IRISH LAW. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| TDG |
| 893641100 |
| TRANSDIGM GROUP INCORPORATED |
| 3/1/2017 |
| ANNUAL |
| 1. DIRECTOR: WILLIAM DRIES, MERVIN DUNN, MICHAEL GRAFF, SEAN HENNESSY, W. NICHOLAS HOWLEY, RAYMOND LAUBENTHAL, DOUGLAS PEACOCK, ROBERT SMALL, JOHN STAER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE (IN AN ADVISORY VOTE) COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO DETERMINE HOW OFTEN TO CONDUCT THE ADVISORY VOTE REGARDING COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS |
| M |
| NONE |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| PX |
| 74005P104 |
| PRAXAIR, INC. |
| 4/25/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: STEPHEN F. ANGEL, OSCAR BERNARDES, NANCE K. DICCIANI, EDWARD G. GALANTE, RAYMOND W. LEBOEUF, LARRY D. MCVAY, MARTIN H. RICHENHAGEN, WAYNE T. SMITH, ROBERT L. WOOD |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO RATIFY THE APPOINTMENT OF THE INDEPENDENT AUDITOR |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE, ON AN ADVISORY AND NON-BINDING BASIS, THE COMPENSATION OF PRAXAIR’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE 2017 PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RECOMMEND, ON AN ADVISORY AND NON-BINDING BASIS, THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO APPROVE AMENDMENTS TO THE AMENDED AND RESTATED 2009 PRAXAIR, INC. LONG TERM INCENTIVE PLAN AND TO APPROVE SECTION 162(M) PERFORMANCE MEASURES UNDER THE PLAN |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| WFC |
| 949746101 |
| WELLS FARGO & COMPANY |
| 4/25/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: JOHN D. BAKER II, JOHN S. CHEN, LLOYD H. DEAN, ELIZABETH A. DUKE, ENRIQUE HERNANDEZ, JR., DONALD M. JAMES, CYNTHIA H. MILLIGAN, KAREN B. PEETZ, FEDERICO F. PENA, JAMES H. QUIGLEY, STEPHEN W. SANGER, RONALD L. SARGENT, TIMOTHY J. SLOAN, SUSAN G. SWENSON, SUZANNE M. VAUTRINOT |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY PROPOSAL ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. STOCKHOLDER PROPOSAL - RETAIL BANKING SALES PRACTICES REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL - CUMULATIVE VOTING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL - DIVESTING NON-CORE BUSINESS REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 8. STOCKHOLDER PROPOSAL - GENDER PAY EQUITY REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 9. STOCKHOLDER PROPOSAL - LOBBYING REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 10. STOCKHOLDER PROPOSAL - INDIGENOUS PEOPLES’ RIGHTS POLICY. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| UPS |
| 911312106 |
| UNITED PARCEL SERVICE, INC. |
| 5/4/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: DAVID P. ABNEY, RODNEY C. ADKINS, MICHAEL J. BURNS, WILLIAM R. JOHNSON, CANDACE KENDLE, ANN M. LIVERMORE, RUDY H.P. MARKHAM, FRANCK J. MOISON, CLARK T. RANDT, JR., JOHN T. STANKEY, CAROL B. TOME, KEVIN M. WARSH |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO APPROVE THE ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 3 YEARS |
| YES |
| 3 YEARS |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS UPS’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO PREPARE AN ANNUAL REPORT ON LOBBYING ACTIVITIES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 6. TO REDUCE THE VOTING POWER OF CLASS A STOCK FROM 10 VOTES PER SHARE TO ONE VOTE PER SHARE. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 7. TO ADOPT HOLY LAND PRINCIPLES. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| AGN |
| G0177J108 |
| ALLERGAN PLC |
| 5/4/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: NESLI BASGOZ, M.D., PAUL M. BISARO, JAMES H. BLOEM, CHRISTOPHER W. BODINE, ADRIANE M. BROWN, CHRISTOPHER J. COUGHLIN, CATHERINE M. KLEMA, PETER J. MCDONNELL, M.D., PATRICK J. O’SULLIVAN, BRENTON L. SAUNDERS, RONALD R. TAYLOR, FRED G. WEISS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, IN A NON-BINDING VOTE, NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RECOMMEND, IN A NON-BINDING VOTE, WHETHER A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY, IN A NON-BINDING VOTE, THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017 AND TO AUTHORIZE, IN A BINDING VOTE, THE BOARD OF DIRECTORS, ACTING THROUGH ITS AUDIT AND COMPLIANCE COMMITTEE, TO DETERMINE PRICEWATERHOUSECOOPERS LLP’S REMUNERATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR THE PURPOSES OF SECTION 162(M) UNDER THE ALLERGAN PLC 2017 ANNUAL INCENTIVE COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN, IF PROPERLY PRESENTED AT THE MEETING. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| BRK/B |
| 084670702 |
| BERKSHIRE HATHAWAY, INC. (B) | 5/6/2017 |
| ANNUAL |
| 1. DIRECTOR: WARREN E. BUFFETT, CHARLES T. MUNGER, HOWARD G. BUFFETT, STEPHEN B. BURKE, SUSAN L. DECKER, WILLIAM H. GATES III, DAVID S. GOTTESMAN, CHARLOTTE GUYMAN, THOMAS S. MURPHY, RONALD L. OLSON, WALTER SCOTT, JR., MERYL B. WITMER |
| M |
| FOR |
| YES |
| FOR | |
|
|
|
|
|
|
|
|
|
|
|
| 2. NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE 2017 PROXY STATEMENT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. NON-BINDING RESOLUTION TO DETERMINE THE FREQUENCY (WHETHER ANNUAL, BIENNIAL OR TRIENNIAL) WITH WHICH SHAREHOLDERS OF THE COMPANY SHALL BE ENTITLED TO HAVE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| 3 YEARS |
| YES |
| 3 YEARS |
|
|
|
|
|
|
|
|
|
|
|
| 4. SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL REGARDING METHANE GAS EMISSIONS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 6. SHAREHOLDER PROPOSAL REGARDING DIVESTING OF INVESTMENTS IN COMPANIES INVOLVED WITH FOSSIL FUELS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| CVS |
| 126650100 |
| CVS HEALTH CORPORATION |
| 5/10/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: RICHARD M. BRACKEN, C. DAVID BROWN II, ALECIA A. DECOUDREAUX, NANCY-ANN M. DEPARLE, DAVID W. DORMAN, ANNE M. FINUCANE, LARRY J. MERLO, JEAN-PIERRE MILLON, MARY L. SCHAPIRO, RICHARD J. SWIFT, WILLIAM C. WELDON, TONY L. WHITE |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. PROPOSAL TO APPROVE THE 2017 INCENTIVE COMPENSATION PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. STOCKHOLDER PROPOSAL REGARDING THE OWNERSHIP THRESHOLD FOR CALLING SPECIAL MEETINGS OF STOCKHOLDERS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 7. STOCKHOLDER PROPOSAL REGARDING A REPORT ON EXECUTIVE PAY. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 8. STOCKHOLDER PROPOSAL REGARDING A REPORT ON RENEWABLE ENERGY TARGETS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| LH |
| 50540R409 |
| LABORATORY CORP. OF AMERICA HOLDINGS |
| 5/11/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: KERRII B. ANDERSON, JEAN-LUC BELINGARD, D. GARY GILLILAND, M.D., PH.D., DAVID P. KING, GARHENG KONG, M.D., PH.D., ROBERT E. MITTELSTAEDT, JR., PETER M. NEUPERT, RICHELLE P. PARHAM, ADAM H. SCHECHTER, R. SANDERS WILLIAMS, M.D. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RECOMMEND BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE NON-BINDING VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. SHAREHOLDER PROPOSAL TO REQUIRE BOARD REPORTS RELATED TO THE ZIKA VIRUS. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| RRC |
| 75281A109 |
| RANGE RESOURCES CORPORATION |
| 5/17/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: BRENDA A. CLINE, ANTHONY V. DUB, ALLEN FINKELSON, JAMES M. FUNK, CHRISTOPHER A. HELMS, ROBERT A. INNAMORATI, MARY RALPH LOWE, GREG G. MAXWELL, KEVIN S. MCCARTHY, STEFFEN E. PALKO, JEFFREY L. VENTURA |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A NON-BINDING PROPOSAL TO APPROVE THE COMPENSATION PHILOSOPHY, ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. A NON-BINDING PROPOSAL ON THE FREQUENCY OF A STOCKHOLDER ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. STOCKHOLDER PROPOSAL - REQUESTING PUBLICATION OF A POLITICAL SPENDING REPORT. |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| HAL |
| 406216101 |
| HALLIBURTON COMPANY |
| 5/17/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: ABDULAZIZ F. AL KHAYYAL, WILLIAM E. ALBRECHT, ALAN M. BENNETT, JAMES R. BOYD, MILTON CARROLL, NANCE K. DICCIANI, MURRY S. GERBER, JOSE C. GRUBISICH, DAVID J. LESAR, ROBERT A. MALONE, J. LANDIS MARTIN, JEFFREY A. MILLER, DEBRA L. REED |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE SELECTION OF AUDITORS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. PROPOSAL FOR ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. PROPOSAL TO AMEND AND RESTATE THE HALLIBURTON COMPANY STOCK AND INCENTIVE PLAN. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| TMO |
| 883556102 |
| THERMO FISHER SCIENTIFIC INC. |
| 5/17/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: MARC N. CASPER, NELSON J. CHAI, C. MARTIN HARRIS, TYLER JACKS, JUDY C. LEWENT, THOMAS J. LYNCH, JIM P. MANZI, WILLIAM G. PARRETT, LARS R. SORENSEN, SCOTT M. SPERLING, ELAINE S. ULLIAN, DION J. WEISLER |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. AN ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR 2017. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| PXD |
| 723787107 |
| PIONEER NATURAL RESOURCES COMPANY |
| 5/18/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: EDISON C. BUCHANAN, ANDREW F. CATES, TIMOTHY L. DOVE, PHILLIP A. GOBE, LARRY R. GRILLOT, STACY P. METHVIN, ROYCE W. MITCHELL, FRANK A. RISCH, SCOTT D. SHEFFIELD, MONA K. SUTPHEN, J. KENNETH THOMPSON, PHOEBE A. WOOD, MICHAEL D. WORTLEY |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY VOTE REGARDING FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. STOCKHOLDER PROPOSAL RELATING TO A SUSTAINABILITY REPORT |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| AMZN |
| 023135106 |
| AMAZON.COM, INC. |
| 5/23/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: JEFFREY P. BEZOS, TOM A. ALBERG, JOHN SEELY BROWN, JAMIE S. GORELICK, DANIEL P. HUTTENLOCHER, JUDITH A. MCGRATH, JONATHAN J. RUBINSTEIN, THOMAS O. RYDER, PATRICIA Q. STONESIFER, WENDELL P. WEEKS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION |
| M |
| 3 YEARS |
| YES |
| 3 YEARS |
|
|
|
|
|
|
|
|
|
|
|
| 5. APPROVAL OF THE COMPANY’S 1997 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. SHAREHOLDER PROPOSAL REGARDING A REPORT ON USE OF CRIMINAL BACKGROUND CHECKS IN HIRING DECISIONS |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 7. SHAREHOLDER PROPOSAL REGARDING SUSTAINABILITY AS AN EXECUTIVE COMPENSATION PERFORMANCE MEASURE |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 8. SHAREHOLDER PROPOSAL REGARDING VOTE-COUNTING PRACTICES FOR SHAREHOLDER PROPOSALS |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| QVCA |
| 53071M104 |
| LIBERTY INTERACTIVE CORPORATION - QVCA |
| 5/24/2017 |
| ANNUAL |
| 1. DIRECTOR: EVAN D. MALONE, DAVID E. RAPLEY, LARRY E. ROMRELL |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. THE SAY-ON-PAY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. THE SAY-ON-FREQUENCY PROPOSAL, TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY AT WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| M |
| 3 YEARS |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| CMCSA |
| 20030N101 |
| COMCAST CORPORATION - CL A | 6/8/2017 |
| ANNUAL |
| 1. DIRECTOR: KENNETH J. BACON, MADELINE S. BELL, SHELDON M. BONOVITZ, EDWARD D. BREEN, GERALD L. HASSELL, JEFFREY A. HONICKMAN, ASUKA NAKAHARA, DAVID C. NOVAK, BRIAN L. ROBERTS, JOHNATHAN A. RODGERS |
| M |
| FOR |
| YES |
| FOR | |
|
|
|
|
|
|
|
|
|
|
|
| 2. RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT AUDITORS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 4. ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 5. TO PROVIDE A LOBBYING REPORT |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
| 6. TO STOP 100-TO-ONE VOTING POWER |
| S |
| AGAINST |
| YES |
| AGAINST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| DLTR |
| 256746108 |
| DOLLAR TREE, INC. |
| 6/15/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: ARNOLD S. BARRON, GREGORY M. BRIDGEFORD, MACON F. BROCK, JR., MARY ANNE CITRINO, H. RAY COMPTON, CONRAD M. HALL, LEMUEL E. LEWIS, BOB SASSER, THOMAS A. SAUNDERS III, THOMAS E. WHIDDON, CARL P. ZEITHAML |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. TO RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| AON |
| G0408V102 |
| AON PLC |
| 6/23/2017 |
| ANNUAL |
| 1. RE-ELECTION OF DIRECTOR: LESTER B. KNIGHT, GREGORY C. CASE, JIN-YONG CAI, FULVIO CONTI, CHERYL A. FRANCIS, J. MICHAEL LOSH, ROBERT S. MORRISON, RICHARD B. MYERS, RICHARD C. NOTEBAERT, GLORIA SANTONA, CAROLYN Y. WOO |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. APPROVAL OF OUR DIRECTORS’ REMUNERATION POLICY. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. RECEIPT OF AON’S ANNUAL REPORT AND ACCOUNTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS, FOR THE YEAR ENDED DECEMBER 31, 2016. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 7. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AON’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 8. RE-APPOINTMENT OF ERNST & YOUNG LLP AS AON’S U.K. STATUTORY AUDITOR UNDER THE COMPANIES ACT 2006. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 9. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DETERMINE THE REMUNERATION OF AON’S U.K. STATUTORY AUDITOR. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 10. APPROVAL OF FORMS OF SHARE REPURCHASE CONTRACTS AND REPURCHASE COUNTERPARTIES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 11. AUTHORIZE THE BOARD OF DIRECTORS TO EXERCISE ALL POWERS OF AON TO ALLOT SHARES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 12. AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT EQUITY SECURITIES FOR CASH WITHOUT RIGHTS OF PREEMPTION. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 13. AUTHORIZE AON AND ITS SUBSIDIARIES TO MAKE POLITICAL DONATIONS OR EXPENDITURES. |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE FUND |
| MA |
| 57636Q104 |
| MASTERCARD INCORPORATED |
| 6/27/2017 |
| ANNUAL |
| 1. ELECTION OF DIRECTOR: RICHARD HAYTHORNTHWAITE, AJAY BANGA, SILVIO BARZI, DAVID R. CARLUCCI, STEVEN J. FREIBERG, JULIUS GENACHOWSKI, MERIT E. JANOW, NANCY J. KARCH, OKI MATSUMOTO, RIMA QURESHI, JOSE OCTAVIO REYES LAGUNES, JACKSON TAI |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 2. ADVISORY APPROVAL OF MASTERCARD’S EXECUTIVE COMPENSATION |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION |
| M |
| 1 YEAR |
| YES |
| 1 YEAR |
|
|
|
|
|
|
|
|
|
|
|
| 4. RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER MASTERCARD’S 2006 LONG TERM INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR 162(M) PURPOSES |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 5. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR MASTERCARD FOR 2017 |
| M |
| FOR |
| YES |
| FOR |
|
|
|
|
|
|
|
|
|
|
|
| 6. CONSIDERATION OF A STOCKHOLDER PROPOSAL ON GENDER PAY EQUITY |
| S |
| AGAINST |
| YES |
| AGAINST |
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | The Weitz Funds | ||
| |||
By (Signature and Title)* | /s/ Wallace R. Weitz | ||
| Wallace R. Weitz, President | ||
Date | July 25, 2017 | ||
* Print the name and title of each signing officer under his or her signature.