UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-04775
MFS SERIES TRUST II
(Exact name of registrant as specified in charter)
111 Huntington Avenue, Boston, Massachusetts 02199
(Address of principal executive offices) (Zip code)
Christopher R. Bohane
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, Massachusetts 02199
(Name and address of agents for service)
Registrant’s telephone number, including area code: (617) 954-5000
Date of fiscal year end: November 30
Date of reporting period: July 1, 2022 - June 30, 2023
Explanatory Note: There may be instances in this report where a voting instruction is not included for a ballot item at a meeting. This typically occurs when the item is not an item for which a vote is requested (e.g., the receipt of a report by the company’s management or board or the opening or closing of the meeting).
ITEM 1. PROXY VOTING RECORD.
******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-04775 Reporting Period: 07/01/2022 - 06/30/2023 MFS Series Trust II =============================== MFS Growth Fund ================================ ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 28, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Alpern For For Management 1.2 Elect Director Claire For For Management Babineaux-Fontenot 1.3 Elect Director Sally E. Blount For For Management 1.4 Elect Director Robert B. Ford For For Management 1.5 Elect Director Paola Gonzalez For For Management 1.6 Elect Director Michelle A. Kumbier For For Management 1.7 Elect Director Darren W. McDew For For Management 1.8 Elect Director Nancy McKinstry For For Management 1.9 Elect Director Michael G. O'Grady For For Management 1.10 Elect Director Michael F. Roman For For Management 1.11 Elect Director Daniel J. Starks For For Management 1.12 Elect Director John G. Stratton For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting 6 Require Independent Board Chair Against Against Shareholder 7 Report on Lobbying Payments and Policy Against Against Shareholder 8 Adopt Policy to Include Legal and Against Against Shareholder Compliance Costs in Incentive Compensation Metrics -------------------------------------------------------------------------------- ADOBE INC. Ticker: ADBE Security ID: 00724F101 Meeting Date: APR 20, 2023 Meeting Type: Annual Record Date: FEB 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Amy Banse For For Management 1b Elect Director Brett Biggs For For Management 1c Elect Director Melanie Boulden For For Management 1d Elect Director Frank Calderoni For For Management 1e Elect Director Laura Desmond For For Management 1f Elect Director Shantanu Narayen For For Management 1g Elect Director Spencer Neumann For For Management 1h Elect Director Kathleen Oberg For For Management 1i Elect Director Dheeraj Pandey For For Management 1j Elect Director David Ricks For For Management 1k Elect Director Daniel Rosensweig For For Management 1l Elect Director John Warnock For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify KPMG LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Report on Hiring of Persons with Against Against Shareholder Arrest or Incarceration Records -------------------------------------------------------------------------------- ADVANCED MICRO DEVICES, INC. Ticker: AMD Security ID: 007903107 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 22, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nora M. Denzel For For Management 1b Elect Director Mark Durcan For For Management 1c Elect Director Michael P. Gregoire For For Management 1d Elect Director Joseph A. Householder For For Management 1e Elect Director John W. Marren For For Management 1f Elect Director Jon A. Olson For For Management 1g Elect Director Lisa T. Su For For Management 1h Elect Director Abhi Y. Talwalkar For For Management 1i Elect Director Elizabeth W. Vanderslice For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- AGILENT TECHNOLOGIES, INC. Ticker: A Security ID: 00846U101 Meeting Date: MAR 15, 2023 Meeting Type: Annual Record Date: JAN 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Heidi K. Kunz For For Management 1.2 Elect Director Susan H. Rataj For For Management 1.3 Elect Director George A. Scangos For For Management 1.4 Elect Director Dow R. Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Provide Right to Call Special Meeting For For Management 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- AIR PRODUCTS AND CHEMICALS, INC. Ticker: APD Security ID: 009158106 Meeting Date: JAN 26, 2023 Meeting Type: Annual Record Date: NOV 30, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Tonit M. Calaway For For Management 1b Elect Director Charles I. Cogut For For Management 1c Elect Director Lisa A. Davis For For Management 1d Elect Director Seifollah (Seifi) For For Management Ghasemi 1e Elect Director David H. Y. Ho For For Management 1f Elect Director Edward L. Monser For For Management 1g Elect Director Matthew H. Paull For For Management 1h Elect Director Wayne T. Smith For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- ALPHABET INC. Ticker: GOOGL Security ID: 02079K305 Meeting Date: JUN 02, 2023 Meeting Type: Annual Record Date: APR 04, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Larry Page For For Management 1b Elect Director Sergey Brin For For Management 1c Elect Director Sundar Pichai For For Management 1d Elect Director John L. Hennessy For Against Management 1e Elect Director Frances H. Arnold For For Management 1f Elect Director R. Martin "Marty" Chavez For For Management 1g Elect Director L. John Doerr For For Management 1h Elect Director Roger W. Ferguson, Jr. For For Management 1i Elect Director Ann Mather For Against Management 1j Elect Director K. Ram Shriram For For Management 1k Elect Director Robin L. Washington For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three One Year Management Years 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Publish Congruency Report on Against Against Shareholder Partnerships with Globalist Organizations and Company Fiduciary Duties 8 Report on Framework to Assess Company Against For Shareholder Lobbying Alignment with Climate Goals 9 Report on Risks Related to Fulfilling Against Against Shareholder Information Requests for Enforcing Laws Criminalizing Abortion Access 10 Report on Risks of Doing Business in Against Against Shareholder Countries with Significant Human Rights Concerns 11 Publish Independent Human Rights Against For Shareholder Impact Assessment of Targeted Advertising Technology 12 Disclose More Quantitative and Against For Shareholder Qualitative Information on Algorithmic Systems 13 Report on Alignment of YouTube Against For Shareholder Policies With Online Safety Regulations 14 Report on Content Governance and Against Against Shareholder Censorship 15 Commission Independent Assessment of Against Against Shareholder Effectiveness of Audit and Compliance Committee 16 Amend Bylaws to Require Shareholder Against Against Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders 17 Adopt Share Retention Policy For Against Against Shareholder Senior Executives 18 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: MAR 30, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jeffrey P. Bezos For For Management 1b Elect Director Andrew R. Jassy For For Management 1c Elect Director Keith B. Alexander For For Management 1d Elect Director Edith W. Cooper For For Management 1e Elect Director Jamie S. Gorelick For For Management 1f Elect Director Daniel P. Huttenlocher For For Management 1g Elect Director Judith A. McGrath For For Management 1h Elect Director Indra K. Nooyi For For Management 1i Elect Director Jonathan J. Rubinstein For For Management 1j Elect Director Patricia Q. Stonesifer For For Management 1k Elect Director Wendell P. Weeks For For Management 2 Ratify Ratification of Ernst & Young For For Management LLP as Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For Against Management 6 Report on Climate Risk in Retirement Against Against Shareholder Plan Options 7 Report on Customer Due Diligence Against For Shareholder 8 Revise Transparency Report to Provide Against Against Shareholder Greater Disclosure on Government Requests 9 Report on Government Take Down Requests Against Against Shareholder 10 Report on Impact of Climate Change Against For Shareholder Strategy Consistent With Just Transition Guidelines 11 Publish a Tax Transparency Report Against For Shareholder 12 Report on Climate Lobbying Against Against Shareholder 13 Report on Median and Adjusted Against Against Shareholder Gender/Racial Pay Gaps 14 Report on Cost/Benefit Analysis of Against Against Shareholder Diversity, Equity and Inclusion Programs 15 Amend Bylaws to Require Shareholder Against Against Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders 16 Commission Third Party Assessment on Against For Shareholder Company's Commitment to Freedom of Association and Collective Bargaining 17 Consider Pay Disparity Between Against Against Shareholder Executives and Other Employees 18 Report on Animal Welfare Standards Against Against Shareholder 19 Establish a Public Policy Committee Against Against Shareholder 20 Adopt a Policy to Include Against Against Shareholder Non-Management Employees as Prospective Director Candidates 21 Commission a Third Party Audit on Against Against Shareholder Working Conditions 22 Report on Efforts to Reduce Plastic Use Against For Shareholder 23 Commission Third Party Study and Against For Shareholder Report on Risks Associated with Use of Rekognition -------------------------------------------------------------------------------- AMERICAN EXPRESS COMPANY Ticker: AXP Security ID: 025816109 Meeting Date: MAY 02, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas J. Baltimore For Against Management 1b Elect Director John J. Brennan For For Management 1c Elect Director Peter Chernin For For Management 1d Elect Director Walter J. Clayton, III For For Management 1e Elect Director Ralph de la Vega For For Management 1f Elect Director Theodore J. Leonsis For For Management 1g Elect Director Deborah P. Majoras For For Management 1h Elect Director Karen L. Parkhill For For Management 1i Elect Director Charles E. Phillips For For Management 1j Elect Director Lynn A. Pike For For Management 1k Elect Director Stephen J. Squeri For For Management 1l Elect Director Daniel L. Vasella For For Management 1m Elect Director Lisa W. Wardell For For Management 1n Elect Director Christopher D. Young For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote 6 Report on Risks Related to Fulfilling Against Against Shareholder Information Requests for Enforcing Laws Criminalizing Abortion Access -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 03027X100 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: MAR 27, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas A. Bartlett For For Management 1b Elect Director Kelly C. Chambliss For For Management 1c Elect Director Teresa H. Clarke For For Management 1d Elect Director Raymond P. Dolan For For Management 1e Elect Director Kenneth R. Frank For For Management 1f Elect Director Robert D. Hormats For For Management 1g Elect Director Grace D. Lieblein For For Management 1h Elect Director Craig Macnab For For Management 1i Elect Director JoAnn A. Reed For For Management 1j Elect Director Pamela D. A. Reeve For For Management 1k Elect Director Bruce L. Tanner For For Management 1l Elect Director Samme L. Thompson For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- AMETEK, INC. Ticker: AME Security ID: 031100100 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 09, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas A. Amato For For Management 1b Elect Director Anthony J. Conti For For Management 1c Elect Director Gretchen W. McClain For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- AMPHENOL CORPORATION Ticker: APH Security ID: 032095101 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 20, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nancy A. Altobello For For Management 1.2 Elect Director David P. Falck For For Management 1.3 Elect Director Edward G. Jepsen For For Management 1.4 Elect Director Rita S. Lane For For Management 1.5 Elect Director Robert A. Livingston For For Management 1.6 Elect Director Martin H. Loeffler For For Management 1.7 Elect Director R. Adam Norwitt For For Management 1.8 Elect Director Prahlad Singh For For Management 1.9 Elect Director Anne Clarke Wolff For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Political Contributions and Against For Shareholder Expenditures -------------------------------------------------------------------------------- AON PLC Ticker: AON Security ID: G0403H108 Meeting Date: JUN 16, 2023 Meeting Type: Annual Record Date: APR 14, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lester B. Knight For For Management 1.2 Elect Director Gregory C. Case For For Management 1.3 Elect Director Jin-Yong Cai For For Management 1.4 Elect Director Jeffrey C. Campbell For For Management 1.5 Elect Director Fulvio Conti For For Management 1.6 Elect Director Cheryl A. Francis For For Management 1.7 Elect Director Adriana Karaboutis For For Management 1.8 Elect Director Richard C. Notebaert For For Management 1.9 Elect Director Gloria Santona For For Management 1.10 Elect Director Sarah E. Smith For For Management 1.11 Elect Director Byron O. Spruell For For Management 1.12 Elect Director Carolyn Y. Woo For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Ratify Ernst & Young Chartered For For Management Accountants as Statutory Auditor 6 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 7 Amend Omnibus Plan For For Management -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: MAR 10, 2023 Meeting Type: Annual Record Date: JAN 09, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James Bell For For Management 1b Elect Director Tim Cook For For Management 1c Elect Director Al Gore For For Management 1d Elect Director Alex Gorsky For For Management 1e Elect Director Andrea Jung For For Management 1f Elect Director Art Levinson For For Management 1g Elect Director Monica Lozano For For Management 1h Elect Director Ron Sugar For For Management 1i Elect Director Sue Wagner For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Civil Rights and Against Against Shareholder Non-Discrimination Audit 6 Report on Operations in Communist China Against Against Shareholder 7 Adopt a Policy Establishing an Against Against Shareholder Engagement Process with Proponents to Shareholder Proposals 8 Report on Median Gender/Racial Pay Gap Against Abstain Shareholder 9 Amend Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- APPLIED MATERIALS, INC. Ticker: AMAT Security ID: 038222105 Meeting Date: MAR 09, 2023 Meeting Type: Annual Record Date: JAN 11, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Rani Borkar For For Management 1b Elect Director Judy Bruner For For Management 1c Elect Director Xun (Eric) Chen For For Management 1d Elect Director Aart J. de Geus For For Management 1e Elect Director Gary E. Dickerson For For Management 1f Elect Director Thomas J. Iannotti For For Management 1g Elect Director Alexander A. Karsner For For Management 1h Elect Director Kevin P. March For For Management 1i Elect Director Yvonne McGill For For Management 1j Elect Director Scott A. McGregor For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify KPMG LLP as Auditors For For Management 5 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting 6 Improve Executive Compensation Program Against Against Shareholder and Policy -------------------------------------------------------------------------------- ARTHUR J. GALLAGHER & CO. Ticker: AJG Security ID: 363576109 Meeting Date: MAY 09, 2023 Meeting Type: Annual Record Date: MAR 16, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sherry S. Barrat For For Management 1b Elect Director William L. Bax For For Management 1c Elect Director Teresa H. Clarke For For Management 1d Elect Director D. John Coldman For For Management 1e Elect Director J. Patrick Gallagher, For For Management Jr. 1f Elect Director David S. Johnson For For Management 1g Elect Director Christopher C. Miskel For For Management 1h Elect Director Ralph J. Nicoletti For For Management 1i Elect Director Norman L. Rosenthal For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Certificate of Incorporation to For For Management Limit the Personal Liability of Certain Officers -------------------------------------------------------------------------------- ASML HOLDING NV Ticker: ASML Security ID: N07059210 Meeting Date: APR 26, 2023 Meeting Type: Annual Record Date: MAR 29, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Discuss the Company's Business, None None Management Financial Situation and Sustainability 3a Approve Remuneration Report For For Management 3b Adopt Financial Statements and For For Management Statutory Reports 3c Receive Explanation on Company's None None Management Reserves and Dividend Policy 3d Approve Dividends For For Management 4a Approve Discharge of Management Board For For Management 4b Approve Discharge of Supervisory Board For For Management 5 Approve Number of Shares for For For Management Management Board 6a Amend Remuneration Policy for the For For Management Supervisory Board 6b Amend Remuneration of the Members of For For Management the Supervisory Board 7 Receive Information on the Composition None None Management of the Management Board and Announce Intention to Appoint W.R. Allan to Management Board 8a Elect N.S. Andersen to Supervisory For For Management Board 8b Elect J.P. de Kreij to Supervisory For For Management Board 8c Discuss Composition of the Supervisory None None Management Board 9 Ratify PricewaterhouseCoopers For For Management Accountants N.V. as Auditors 10a Grant Board Authority to Issue Shares For For Management Up to 5 Percent of Issued Capital Plus Additional 5 Percent in Case of Merger or Acquisition 10b Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances 11 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 12 Authorize Cancellation of Repurchased For For Management Shares 13 Other Business (Non-Voting) None None Management 14 Close Meeting None None Management -------------------------------------------------------------------------------- ATLASSIAN CORPORATION PLC Ticker: TEAM Security ID: G06242111 Meeting Date: AUG 22, 2022 Meeting Type: Special Record Date: AUG 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement For For Management -------------------------------------------------------------------------------- ATLASSIAN CORPORATION PLC Ticker: TEAM Security ID: G06242104 Meeting Date: AUG 22, 2022 Meeting Type: Court Record Date: AUG 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement For For Management -------------------------------------------------------------------------------- AUTODESK, INC. Ticker: ADSK Security ID: 052769106 Meeting Date: JUN 21, 2023 Meeting Type: Annual Record Date: APR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Andrew Anagnost For For Management 1b Elect Director Karen Blasing For For Management 1c Elect Director Reid French For For Management 1d Elect Director Ayanna Howard For For Management 1e Elect Director Blake Irving For For Management 1f Elect Director Mary T. McDowell For For Management 1g Elect Director Stephen Milligan For For Management 1h Elect Director Lorrie M. Norrington For For Management 1i Elect Director Elizabeth (Betsy) Rafael For For Management 1j Elect Director Rami Rahim For For Management 1k Elect Director Stacy J. Smith For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- BECTON, DICKINSON AND COMPANY Ticker: BDX Security ID: 075887109 Meeting Date: JAN 24, 2023 Meeting Type: Annual Record Date: DEC 05, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William M. Brown For For Management 1.2 Elect Director Catherine M. Burzik For For Management 1.3 Elect Director Carrie L. Byington For For Management 1.4 Elect Director R. Andrew Eckert For For Management 1.5 Elect Director Claire M. Fraser For For Management 1.6 Elect Director Jeffrey W. Henderson For For Management 1.7 Elect Director Christopher Jones For For Management 1.8 Elect Director Marshall O. Larsen For For Management 1.9 Elect Director Thomas E. Polen For For Management 1.10 Elect Director Timothy M. Ring For For Management 1.11 Elect Director Bertram L. Scott For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management 6 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote -------------------------------------------------------------------------------- BLACK KNIGHT, INC. Ticker: BKI Security ID: 09215C105 Meeting Date: SEP 21, 2022 Meeting Type: Special Record Date: AUG 12, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For Against Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- BLACK KNIGHT, INC. Ticker: BKI Security ID: 09215C105 Meeting Date: APR 28, 2023 Meeting Type: Special Record Date: MAR 30, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For Against Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- BLOCK, INC. Ticker: SQ Security ID: 852234103 Meeting Date: JUN 13, 2023 Meeting Type: Annual Record Date: APR 20, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roelof Botha For Withhold Management 1.2 Elect Director Amy Brooks For Withhold Management 1.3 Elect Director Shawn Carter For For Management 1.4 Elect Director James McKelvey For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Report on Effectiveness of Diversity, Against For Shareholder Equity, and Inclusion Efforts -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORPORATION Ticker: BSX Security ID: 101137107 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nelda J. Connors For For Management 1b Elect Director Charles J. Dockendorff For For Management 1c Elect Director Yoshiaki Fujimori For For Management 1d Elect Director Edward J. Ludwig For For Management 1e Elect Director Michael F. Mahoney For For Management 1f Elect Director David J. Roux For For Management 1g Elect Director John E. Sununu For For Management 1h Elect Director David S. Wichmann For For Management 1i Elect Director Ellen M. Zane For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- CADENCE DESIGN SYSTEMS, INC. Ticker: CDNS Security ID: 127387108 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark W. Adams For For Management 1.2 Elect Director Ita Brennan For For Management 1.3 Elect Director Lewis Chew For For Management 1.4 Elect Director Anirudh Devgan For For Management 1.5 Elect Director ML Krakauer For For Management 1.6 Elect Director Julia Liuson For For Management 1.7 Elect Director James D. Plummer For For Management 1.8 Elect Director Alberto For For Management Sangiovanni-Vincentelli 1.9 Elect Director John B. Shoven For For Management 1.10 Elect Director Young K. Sohn For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Remove One-Year Holding Period Against Against Shareholder Requirement to Call Special Meeting -------------------------------------------------------------------------------- CANADIAN PACIFIC KANSAS CITY LIMITED Ticker: CP Security ID: 13646K108 Meeting Date: JUN 15, 2023 Meeting Type: Annual Record Date: APR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1 Ratify Ernst & Young LLP as Auditors For For Management 2 Advisory Vote on Executive For For Management Compensation Approach 3 Management Advisory Vote on Climate For For Management Change 4.1 Elect Director John Baird For For Management 4.2 Elect Director Isabelle Courville For For Management 4.3 Elect Director Keith E. Creel For For Management 4.4 Elect Director Gillian H. Denham For For Management 4.5 Elect Director Antonio Garza For For Management 4.6 Elect Director David Garza-Santos For For Management 4.7 Elect Director Edward R. Hamberger For For Management 4.8 Elect Director Janet H. Kennedy For For Management 4.9 Elect Director Henry J. Maier For For Management 4.10 Elect Director Matthew H. Paull For For Management 4.11 Elect Director Jane L. Peverett For For Management 4.12 Elect Director Andrea Robertson For For Management 4.13 Elect Director Gordon T. Trafton For For Management -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: JUN 14, 2023 Meeting Type: Annual Record Date: APR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kelly A. Ayotte For For Management 1.2 Elect Director David L. Calhoun For For Management 1.3 Elect Director Daniel M. Dickinson For For Management 1.4 Elect Director James C. Fish, Jr. For For Management 1.5 Elect Director Gerald Johnson For For Management 1.6 Elect Director David W. MacLennan For For Management 1.7 Elect Director Judith F. Marks For For Management 1.8 Elect Director Debra L. Reed-Klages For For Management 1.9 Elect Director Susan C. Schwab For For Management 1.10 Elect Director D. James Umpleby, III For For Management 1.11 Elect Director Rayford Wilkins, Jr. For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Approve Omnibus Stock Plan For For Management 6 Report on Climate Lobbying Against Against Shareholder 7 Report on Lobbying Payments and Policy Against For Shareholder 8 Report on Due Diligence Process of Against Against Shareholder Doing Business in Conflict Affected Areas 9 Report on Civil Rights and Against Against Shareholder Non-Discrimination Audit -------------------------------------------------------------------------------- CHIPOTLE MEXICAN GRILL, INC. Ticker: CMG Security ID: 169656105 Meeting Date: MAY 25, 2023 Meeting Type: Annual Record Date: MAR 28, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Albert S. Baldocchi For For Management 1.2 Elect Director Matthew A. Carey For For Management 1.3 Elect Director Gregg L. Engles For For Management 1.4 Elect Director Patricia Fili-Krushel For For Management 1.5 Elect Director Mauricio Gutierrez For For Management 1.6 Elect Director Robin Hickenlooper For For Management 1.7 Elect Director Scott Maw For For Management 1.8 Elect Director Brian Niccol For For Management 1.9 Elect Director Mary Winston For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Amend Bylaws to Require Shareholder Against Against Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders 6 Adopt Policy to Not Interfere with Against For Shareholder Freedom of Association Rights -------------------------------------------------------------------------------- CME GROUP INC. Ticker: CME Security ID: 12572Q105 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Terrence A. Duffy For For Management 1b Elect Director Kathryn Benesh For For Management 1c Elect Director Timothy S. Bitsberger For For Management 1d Elect Director Charles P. Carey For For Management 1e Elect Director Bryan T. Durkin For For Management 1f Elect Director Harold Ford, Jr. For For Management 1g Elect Director Martin J. Gepsman For For Management 1h Elect Director Larry G. Gerdes For For Management 1i Elect Director Daniel R. Glickman For Against Management 1j Elect Director Daniel G. Kaye For For Management 1k Elect Director Phyllis M. Lockett For For Management 1l Elect Director Deborah J. Lucas For For Management 1m Elect Director Terry L. Savage For Against Management 1n Elect Director Rahael Seifu For For Management 1o Elect Director William R. Shepard For Against Management 1p Elect Director Howard J. Siegel For For Management 1q Elect Director Dennis A. Suskind For Against Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- COLGATE-PALMOLIVE COMPANY Ticker: CL Security ID: 194162103 Meeting Date: MAY 12, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John P. Bilbrey For For Management 1b Elect Director John T. Cahill For For Management 1c Elect Director Steve Cahillane For For Management 1d Elect Director Lisa M. Edwards For For Management 1e Elect Director C. Martin Harris For For Management 1f Elect Director Martina Hund-Mejean For For Management 1g Elect Director Kimberly A. Nelson For For Management 1h Elect Director Lorrie M. Norrington For For Management 1i Elect Director Michael B. Polk For For Management 1j Elect Director Stephen I. Sadove For For Management 1k Elect Director Noel R. Wallace For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Require Independent Board Chair Against Against Shareholder 6 Adopt Share Retention Policy For Against Against Shareholder Senior Executives -------------------------------------------------------------------------------- COSTAR GROUP, INC. Ticker: CSGP Security ID: 22160N109 Meeting Date: JUN 08, 2023 Meeting Type: Annual Record Date: APR 11, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael R. Klein For For Management 1b Elect Director Andrew C. Florance For For Management 1c Elect Director Michael J. Glosserman For For Management 1d Elect Director John W. Hill For For Management 1e Elect Director Laura Cox Kaplan For For Management 1f Elect Director Robert W. Musslewhite For For Management 1g Elect Director Christopher J. Nassetta For For Management 1h Elect Director Louise S. Sams For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Adopt GHG Emissions Reduction Targets Against Against Shareholder Aligned with the Paris Agreement Goal -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 09, 2023 Meeting Type: Annual Record Date: MAR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Rainer M. Blair For For Management 1b Elect Director Feroz Dewan For For Management 1c Elect Director Linda Filler For For Management 1d Elect Director Teri List For For Management 1e Elect Director Walter G. Lohr, Jr. For For Management 1f Elect Director Jessica L. Mega For For Management 1g Elect Director Mitchell P. Rales For For Management 1h Elect Director Steven M. Rales For For Management 1i Elect Director Pardis C. Sabeti For For Management 1j Elect Director A. Shane Sanders For For Management 1k Elect Director John T. Schwieters For For Management 1l Elect Director Alan G. Spoon For For Management 1m Elect Director Raymond C. Stevens For For Management 1n Elect Director Elias A. Zerhouni For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Require Independent Board Chair Against Against Shareholder 6 Report on Effectiveness of Diversity, Against Against Shareholder Equity, and Inclusion Efforts -------------------------------------------------------------------------------- DOLLAR TREE, INC. Ticker: DLTR Security ID: 256746108 Meeting Date: JUN 13, 2023 Meeting Type: Annual Record Date: APR 14, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard W. Dreiling For For Management 1b Elect Director Cheryl W. Grise For For Management 1c Elect Director Daniel J. Heinrich For For Management 1d Elect Director Paul C. Hilal For For Management 1e Elect Director Edward J. Kelly, III For For Management 1f Elect Director Mary A. Laschinger For For Management 1g Elect Director Jeffrey G. Naylor For For Management 1h Elect Director Winnie Y. Park For For Management 1i Elect Director Bertram L. Scott For For Management 1j Elect Director Stephanie P. Stahl For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify KPMG LLP as Auditors For For Management 5 Report on Economic and Social Risks of Against Against Shareholder Compensation and Workforce Practices and Any Impact on Diversified Shareholders -------------------------------------------------------------------------------- EATON CORPORATION PLC Ticker: ETN Security ID: G29183103 Meeting Date: APR 26, 2023 Meeting Type: Annual Record Date: FEB 27, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Craig Arnold For For Management 1b Elect Director Olivier Leonetti For For Management 1c Elect Director Silvio Napoli For For Management 1d Elect Director Gregory R. Page For For Management 1e Elect Director Sandra Pianalto For For Management 1f Elect Director Robert V. Pragada For For Management 1g Elect Director Lori J. Ryerkerk For For Management 1h Elect Director Gerald B. Smith For For Management 1i Elect Director Dorothy C. Thompson For For Management 1j Elect Director Darryl L. Wilson For For Management 2 Approve Ernst & Young as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Authorize Issue of Equity with For For Management Pre-emptive Rights 6 Authorise Issue of Equity without For For Management Pre-emptive Rights 7 Authorize Share Repurchase of Issued For For Management Share Capital -------------------------------------------------------------------------------- ELECTRONIC ARTS INC. Ticker: EA Security ID: 285512109 Meeting Date: AUG 11, 2022 Meeting Type: Annual Record Date: JUN 17, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kofi A. Bruce For For Management 1b Elect Director Rachel A. Gonzalez For For Management 1c Elect Director Jeffrey T. Huber For For Management 1d Elect Director Talbott Roche For For Management 1e Elect Director Richard A. Simonson For For Management 1f Elect Director Luis A. Ubinas For For Management 1g Elect Director Heidi J. Ueberroth For For Management 1h Elect Director Andrew Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Reduce Ownership Threshold for For For Management Shareholders to Call Special Meetings to 15% 6 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote -------------------------------------------------------------------------------- ENPHASE ENERGY, INC. Ticker: ENPH Security ID: 29355A107 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jamie Haenggi For For Management 1.2 Elect Director Benjamin Kortlang For Withhold Management 1.3 Elect Director Richard Mora For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- EOG RESOURCES, INC. Ticker: EOG Security ID: 26875P101 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: MAR 29, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Janet F. Clark For For Management 1b Elect Director Charles R. Crisp For For Management 1c Elect Director Robert P. Daniels For For Management 1d Elect Director Lynn A. Dugle For For Management 1e Elect Director C. Christopher Gaut For For Management 1f Elect Director Michael T. Kerr For For Management 1g Elect Director Julie J. Robertson For For Management 1h Elect Director Donald F. Textor For For Management 1i Elect Director Ezra Y. Yacob For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- EQUIFAX INC. Ticker: EFX Security ID: 294429105 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 03, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mark W. Begor For For Management 1b Elect Director Mark L. Feidler For For Management 1c Elect Director Karen L. Fichuk For For Management 1d Elect Director G. Thomas Hough For For Management 1e Elect Director Robert D. Marcus For Against Management 1f Elect Director Scott A. McGregor For For Management 1g Elect Director John A. McKinley For For Management 1h Elect Director Melissa D. Smith For For Management 1i Elect Director Audrey Boone Tillman For For Management 1j Elect Director Heather H. Wilson For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Approve Omnibus Stock Plan For For Management 6 Oversee and Report a Racial Equity Against Against Shareholder Audit -------------------------------------------------------------------------------- GARTNER, INC. Ticker: IT Security ID: 366651107 Meeting Date: JUN 01, 2023 Meeting Type: Annual Record Date: APR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter E. Bisson For For Management 1b Elect Director Richard J. Bressler For For Management 1c Elect Director Raul E. Cesan For For Management 1d Elect Director Karen E. Dykstra For For Management 1e Elect Director Diana S. Ferguson For For Management 1f Elect Director Anne Sutherland Fuchs For For Management 1g Elect Director William O. Grabe For For Management 1h Elect Director Jose M. Gutierrez For For Management 1i Elect Director Eugene A. Hall For For Management 1j Elect Director Stephen G. Pagliuca For For Management 1k Elect Director Eileen M. Serra For For Management 1l Elect Director James C. Smith For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- HESS CORPORATION Ticker: HES Security ID: 42809H107 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 23, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Terrence J. Checki For For Management 1b Elect Director Leonard S. Coleman, Jr. For For Management 1c Elect Director Lisa Glatch For For Management 1d Elect Director John B. Hess For For Management 1e Elect Director Edith E. Holiday For For Management 1f Elect Director Marc S. Lipschultz For For Management 1g Elect Director Raymond J. McGuire For For Management 1h Elect Director David McManus For For Management 1i Elect Director Kevin O. Meyers For For Management 1j Elect Director Karyn F. Ovelmen For For Management 1k Elect Director James H. Quigley For For Management 1l Elect Director William G. Schrader For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- HILTON WORLDWIDE HOLDINGS INC. Ticker: HLT Security ID: 43300A203 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Christopher J. Nassetta For For Management 1b Elect Director Jonathan D. Gray For For Management 1c Elect Director Charlene T. Begley For For Management 1d Elect Director Chris Carr For For Management 1e Elect Director Melanie L. Healey For For Management 1f Elect Director Raymond E. Mabus, Jr. For For Management 1g Elect Director Judith A. McHale For For Management 1h Elect Director Elizabeth A. Smith For For Management 1i Elect Director Douglas M. Steenland For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- HOWMET AEROSPACE INC. Ticker: HWM Security ID: 443201108 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James F. Albaugh For For Management 1b Elect Director Amy E. Alving For For Management 1c Elect Director Sharon R. Barner For For Management 1d Elect Director Joseph S. Cantie For For Management 1e Elect Director Robert F. Leduc For For Management 1f Elect Director David J. Miller For For Management 1g Elect Director Jody G. Miller For For Management 1h Elect Director John C. Plant For For Management 1i Elect Director Ulrich R. Schmidt For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Provide Right to Call a Special Against Against Shareholder Meeting at a 10 Percent Ownership Threshold -------------------------------------------------------------------------------- ICON PLC Ticker: ICLR Security ID: G4705A100 Meeting Date: JUL 26, 2022 Meeting Type: Annual Record Date: JUN 06, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steve Cutler For For Management 1.2 Elect Director John Climax For For Management 1.3 Elect Director Ronan Murphy For For Management 2 Accept Financial Statements and For For Management Statutory Reports 3 Authorise Board to Fix Remuneration of For For Management Auditors 4 Authorize Issue of Equity For For Management 5 Authorize Issue of Equity without For For Management Pre-emptive Rights 6 Authorize Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 7 Authorize Share Repurchase Program For For Management 8 Approve the Price Range for the For For Management Reissuance of Shares -------------------------------------------------------------------------------- INTUIT INC. Ticker: INTU Security ID: 461202103 Meeting Date: JAN 19, 2023 Meeting Type: Annual Record Date: NOV 21, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Eve Burton For For Management 1b Elect Director Scott D. Cook For For Management 1c Elect Director Richard L. Dalzell For For Management 1d Elect Director Sasan K. Goodarzi For For Management 1e Elect Director Deborah Liu For For Management 1f Elect Director Tekedra Mawakana For For Management 1g Elect Director Suzanne Nora Johnson For For Management 1h Elect Director Thomas Szkutak For For Management 1i Elect Director Raul Vazquez For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- JOHNSON CONTROLS INTERNATIONAL PLC Ticker: JCI Security ID: G51502105 Meeting Date: MAR 08, 2023 Meeting Type: Annual Record Date: JAN 05, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jean Blackwell For For Management 1b Elect Director Pierre Cohade For For Management 1c Elect Director Michael E. Daniels For For Management 1d Elect Director W. Roy Dunbar For For Management 1e Elect Director Gretchen R. Haggerty For For Management 1f Elect Director Ayesha Khanna For For Management 1g Elect Director Simone Menne For For Management 1h Elect Director George R. Oliver For For Management 1i Elect Director Jurgen Tinggren For For Management 1j Elect Director Mark Vergnano For For Management 1k Elect Director John D. Young For For Management 2a Ratify PricewaterhouseCoopers LLP as For For Management Auditors 2b Authorize Board to Fix Remuneration of For For Management Auditors 3 Authorize Market Purchases of Company For For Management Shares 4 Determine Price Range for Reissuance For For Management of Treasury Shares 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management 7 Approve the Directors' Authority to For For Management Allot Shares 8 Approve the Disapplication of For For Management Statutory Pre-Emption Rights -------------------------------------------------------------------------------- LAM RESEARCH CORPORATION Ticker: LRCX Security ID: 512807108 Meeting Date: NOV 08, 2022 Meeting Type: Annual Record Date: SEP 09, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sohail U. Ahmed For For Management 1b Elect Director Timothy M. Archer For For Management 1c Elect Director Eric K. Brandt For For Management 1d Elect Director Michael R. Cannon For For Management 1e Elect Director Bethany J. Mayer For For Management 1f Elect Director Jyoti K. Mehra For For Management 1g Elect Director Abhijit Y. Talwalkar For For Management 1h Elect Director Lih Shyng (Rick L.) Tsai For For Management 1i Elect Director Leslie F. Varon For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- LULULEMON ATHLETICA INC. Ticker: LULU Security ID: 550021109 Meeting Date: JUN 07, 2023 Meeting Type: Annual Record Date: APR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael Casey For For Management 1b Elect Director Glenn Murphy For For Management 1c Elect Director David Mussafer For For Management 1d Elect Director Isabel Mahe For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency None One Year Management 5 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- LVMH MOET HENNESSY LOUIS VUITTON SE Ticker: MC Security ID: FR0000121014 Meeting Date: APR 20, 2023 Meeting Type: Annual/Special Record Date: APR 18, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 12.00 per Share 4 Approve Auditors' Special Report on For For Management Related-Party Transactions 5 Reelect Delphine Arnault as Director For For Management 6 Reelect Antonio Belloni as Director For For Management 7 Reelect Marie-Josee Kravis as Director For For Management 8 Reelect Marie-Laure Sauty de Chalon as For For Management Director 9 Reelect Natacha Valla as Director For For Management 10 Elect Laurent Mignon as Director For For Management 11 Renew Appointment of Lord Powell of For Against Management Bayswater as Censor 12 Appoint Diego Della Valle as Censor For Against Management 13 Approve Compensation Report of For Against Management Corporate Officers 14 Approve Compensation of Bernard For Against Management Arnault, Chairman and CEO 15 Approve Compensation of Antonio For Against Management Belloni, Vice-CEO 16 Approve Remuneration Policy of For For Management Directors 17 Approve Remuneration Policy of For Against Management Chairman and CEO 18 Approve Remuneration Policy of Vice-CEO For Against Management 19 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 20 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 21 Authorize Capitalization of Reserves For For Management of Up to EUR 20 Million for Bonus Issue or Increase in Par Value 22 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 20 Million 23 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights With Binding Priority Right up to Aggregate Nominal Amount of EUR 20 Million 24 Approve Issuance of Equity or For Against Management Equity-Linked Securities for Qualified Investors, up to Aggregate Nominal Amount of EUR 20 Million 25 Authorize Board to Increase Capital in For Against Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 26 Authorize Capital Increase of Up to For Against Management EUR 20 Million for Future Exchange Offers 27 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 28 Authorize up to 1 Percent of Issued For Against Management Capital for Use in Stock Option Plans Reserved for Employees and Corporate Officers 29 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 30 Set Total Limit for Capital Increase For For Management to Result from All Issuance Requests at EUR 20 Million -------------------------------------------------------------------------------- MARTIN MARIETTA MATERIALS, INC. Ticker: MLM Security ID: 573284106 Meeting Date: MAY 11, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dorothy M. Ables For For Management 1.2 Elect Director Sue W. Cole For For Management 1.3 Elect Director Anthony R. Foxx For For Management 1.4 Elect Director John J. Koraleski For For Management 1.5 Elect Director C. Howard Nye For For Management 1.6 Elect Director Laree E. Perez For For Management 1.7 Elect Director Thomas H. Pike For For Management 1.8 Elect Director Michael J. Quillen For For Management 1.9 Elect Director Donald W. Slager For For Management 1.10 Elect Director David C. Wajsgras For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Adopt GHG Emissions Reduction Targets Against For Shareholder Aligned with the Paris Agreement Goal -------------------------------------------------------------------------------- MASTERCARD INCORPORATED Ticker: MA Security ID: 57636Q104 Meeting Date: JUN 27, 2023 Meeting Type: Annual Record Date: APR 28, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Merit E. Janow For For Management 1b Elect Director Candido Bracher For For Management 1c Elect Director Richard K. Davis For For Management 1d Elect Director Julius Genachowski For For Management 1e Elect Director Choon Phong Goh For For Management 1f Elect Director Oki Matsumoto For For Management 1g Elect Director Michael Miebach For For Management 1h Elect Director Youngme Moon For For Management 1i Elect Director Rima Qureshi For For Management 1j Elect Director Gabrielle Sulzberger For For Management 1k Elect Director Harit Talwar For For Management 1l Elect Director Lance Uggla For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Report on Overseeing Risks Related to Against Against Shareholder Discrimination 7 Report on Establishing Merchant Against Against Shareholder Category Code for Gun and Ammunition Stores 8 Report on Lobbying Payments and Policy Against Against Shareholder 9 Amend Bylaws to Require Shareholder Against Against Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders 10 Report on Cost-Benefit Analysis of Against Against Shareholder Diversity and Inclusion Efforts -------------------------------------------------------------------------------- MATCH GROUP, INC. Ticker: MTCH Security ID: 57667L107 Meeting Date: JUN 22, 2023 Meeting Type: Annual Record Date: APR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sharmistha Dubey For For Management 1b Elect Director Ann L. McDaniel For For Management 1c Elect Director Thomas J. McInerney For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: DEC 13, 2022 Meeting Type: Annual Record Date: OCT 12, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Reid G. Hoffman For For Management 1.2 Elect Director Hugh F. Johnston For For Management 1.3 Elect Director Teri L. List For For Management 1.4 Elect Director Satya Nadella For For Management 1.5 Elect Director Sandra E. Peterson For For Management 1.6 Elect Director Penny S. Pritzker For For Management 1.7 Elect Director Carlos A. Rodriguez For For Management 1.8 Elect Director Charles W. Scharf For For Management 1.9 Elect Director John W. Stanton For For Management 1.10 Elect Director John W. Thompson For For Management 1.11 Elect Director Emma N. Walmsley For For Management 1.12 Elect Director Padmasree Warrior For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Report on Cost/Benefit Analysis of Against Against Shareholder Diversity and Inclusion 5 Report on Hiring of Persons with Against Against Shareholder Arrest or Incarceration Records 6 Assess and Report on the Company's Against Against Shareholder Retirement Funds' Management of Systemic Climate Risk 7 Report on Government Use of Microsoft Against Against Shareholder Technology 8 Report on Development of Products for Against Against Shareholder Military 9 Report on Tax Transparency Against For Shareholder -------------------------------------------------------------------------------- MSCI INC. Ticker: MSCI Security ID: 55354G100 Meeting Date: APR 25, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Henry A. Fernandez For For Management 1b Elect Director Robert G. Ashe For For Management 1c Elect Director Wayne Edmunds For For Management 1d Elect Director Catherine R. Kinney For For Management 1e Elect Director Robin L. Matlock For For Management 1f Elect Director Jacques P. Perold For For Management 1g Elect Director C.D. Baer Pettit For For Management 1h Elect Director Sandy C. Rattray For For Management 1i Elect Director Linda H. Riefler For For Management 1j Elect Director Marcus L. Smith For For Management 1k Elect Director Rajat Taneja For For Management 1l Elect Director Paula Volent For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 09, 2022 Meeting Type: Annual Record Date: JUL 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Alan B. Graf, Jr. For For Management 1b Elect Director Peter B. Henry For For Management 1c Elect Director Michelle A. Peluso For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Adopt a Policy on China Sourcing Against Against Shareholder -------------------------------------------------------------------------------- NVIDIA CORPORATION Ticker: NVDA Security ID: 67066G104 Meeting Date: JUN 22, 2023 Meeting Type: Annual Record Date: APR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert K. Burgess For For Management 1b Elect Director Tench Coxe For For Management 1c Elect Director John O. Dabiri For For Management 1d Elect Director Persis S. Drell For For Management 1e Elect Director Jen-Hsun Huang For For Management 1f Elect Director Dawn Hudson For For Management 1g Elect Director Harvey C. Jones For For Management 1h Elect Director Michael G. McCaffery For For Management 1i Elect Director Stephen C. Neal For For Management 1j Elect Director Mark L. Perry For For Management 1k Elect Director A. Brooke Seawell For For Management 1l Elect Director Aarti Shah For For Management 1m Elect Director Mark A. Stevens For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- O'REILLY AUTOMOTIVE, INC. Ticker: ORLY Security ID: 67103H107 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 09, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David O'Reilly For For Management 1b Elect Director Larry O'Reilly For For Management 1c Elect Director Greg Henslee For For Management 1d Elect Director Jay D. Burchfield For For Management 1e Elect Director Thomas T. Hendrickson For For Management 1f Elect Director John R. Murphy For For Management 1g Elect Director Dana M. Perlman For For Management 1h Elect Director Maria A. Sastre For For Management 1i Elect Director Andrea M. Weiss For For Management 1j Elect Director Fred Whitfield For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Require Independent Board Chair Against Against Shareholder -------------------------------------------------------------------------------- REGENERON PHARMACEUTICALS, INC. Ticker: REGN Security ID: 75886F107 Meeting Date: JUN 09, 2023 Meeting Type: Annual Record Date: APR 11, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Joseph L. Goldstein For Against Management 1b Elect Director Christine A. Poon For Against Management 1c Elect Director Craig B. Thompson For For Management 1d Elect Director Huda Y. Zoghbi For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Impact of Extended Patent Against Against Shareholder Exclusivities on Product Access -------------------------------------------------------------------------------- SERVICENOW, INC. Ticker: NOW Security ID: 81762P102 Meeting Date: JUN 01, 2023 Meeting Type: Annual Record Date: APR 04, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan L. Bostrom For For Management 1b Elect Director Teresa Briggs For For Management 1c Elect Director Jonathan C. Chadwick For Against Management 1d Elect Director Paul E. Chamberlain For For Management 1e Elect Director Lawrence J. Jackson, Jr. For For Management 1f Elect Director Frederic B. Luddy For For Management 1g Elect Director William R. McDermott For For Management 1h Elect Director Jeffrey A. Miller For For Management 1i Elect Director Joseph 'Larry' Quinlan For For Management 1j Elect Director Anita M. Sands For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Omnibus Stock Plan For For Management 5 Elect Director Deborah Black For For Management -------------------------------------------------------------------------------- STERIS PLC Ticker: STE Security ID: G8473T100 Meeting Date: JUL 28, 2022 Meeting Type: Annual Record Date: JUN 01, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard C. Breeden For For Management 1b Elect Director Daniel A. Carestio For For Management 1c Elect Director Cynthia L. Feldmann For For Management 1d Elect Director Christopher S. Holland For For Management 1e Elect Director Jacqueline B. Kosecoff For Against Management 1f Elect Director Paul E. Martin For For Management 1g Elect Director Nirav R. Shah For For Management 1h Elect Director Mohsen M. Sohi For For Management 1i Elect Director Richard M. Steeves For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Appoint Ernst & Young Chartered For For Management Accountants as Irish Statutory Auditor 4 Authorise Board to Fix Remuneration of For For Management Auditors 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SYNOPSYS, INC. Ticker: SNPS Security ID: 871607107 Meeting Date: APR 12, 2023 Meeting Type: Annual Record Date: FEB 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Aart J. de Geus For For Management 1b Elect Director Luis Borgen For For Management 1c Elect Director Marc N. Casper For For Management 1d Elect Director Janice D. Chaffin For For Management 1e Elect Director Bruce R. Chizen For For Management 1f Elect Director Mercedes Johnson For For Management 1g Elect Director Jeannine P. Sargent For For Management 1h Elect Director John G. Schwarz For For Management 1i Elect Director Roy Vallee For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify KPMG LLP as Auditors For For Management 6 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- TAKE-TWO INTERACTIVE SOFTWARE, INC. Ticker: TTWO Security ID: 874054109 Meeting Date: SEP 16, 2022 Meeting Type: Annual Record Date: JUL 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Strauss Zelnick For For Management 1b Elect Director Michael Dornemann For For Management 1c Elect Director J Moses For For Management 1d Elect Director Michael Sheresky For For Management 1e Elect Director LaVerne Srinivasan For For Management 1f Elect Director Susan Tolson For For Management 1g Elect Director Paul Viera For For Management 1h Elect Director Roland Hernandez For For Management 1i Elect Director William "Bing" Gordon For For Management 1j Elect Director Ellen Siminoff For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- THE ESTEE LAUDER COMPANIES INC. Ticker: EL Security ID: 518439104 Meeting Date: NOV 18, 2022 Meeting Type: Annual Record Date: SEP 19, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ronald S. Lauder For For Management 1b Elect Director William P. Lauder For Withhold Management 1c Elect Director Richard D. Parsons For Withhold Management 1d Elect Director Lynn Forester de For For Management Rothschild 1e Elect Director Jennifer Tejada For Withhold Management 1f Elect Director Richard F. Zannino For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE SHERWIN-WILLIAMS COMPANY Ticker: SHW Security ID: 824348106 Meeting Date: APR 19, 2023 Meeting Type: Annual Record Date: FEB 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kerrii B. Anderson For For Management 1b Elect Director Arthur F. Anton For For Management 1c Elect Director Jeff M. Fettig For For Management 1d Elect Director John G. Morikis For For Management 1e Elect Director Christine A. Poon For For Management 1f Elect Director Aaron M. Powell For For Management 1g Elect Director Marta R. Stewart For For Management 1h Elect Director Michael H. Thaman For For Management 1i Elect Director Matthew Thornton, III For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: MAR 27, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc N. Casper For For Management 1b Elect Director Nelson J. Chai For For Management 1c Elect Director Ruby R. Chandy For For Management 1d Elect Director C. Martin Harris For For Management 1e Elect Director Tyler Jacks For For Management 1f Elect Director R. Alexandra Keith For For Management 1g Elect Director James C. Mullen For For Management 1h Elect Director Lars R. Sorensen For For Management 1i Elect Director Debora L. Spar For For Management 1j Elect Director Scott M. Sperling For For Management 1k Elect Director Dion J. Weisler For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Amend Omnibus Stock Plan For For Management 6 Approve Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- TRANSUNION Ticker: TRU Security ID: 89400J107 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 09, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director George M. Awad For For Management 1b Elect Director William P. (Billy) For For Management Bosworth 1c Elect Director Christopher A. For For Management Cartwright 1d Elect Director Suzanne P. Clark For For Management 1e Elect Director Hamidou Dia For For Management 1f Elect Director Russell P. Fradin For For Management 1g Elect Director Charles E. Gottdiener For For Management 1h Elect Director Pamela A. Joseph For For Management 1i Elect Director Thomas L. Monahan, III For For Management 1j Elect Director Ravi Kumar Singisetti For For Management 1k Elect Director Linda K. Zukauckas For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 05, 2023 Meeting Type: Annual Record Date: APR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Timothy Flynn For For Management 1b Elect Director Paul Garcia For For Management 1c Elect Director Kristen Gil For For Management 1d Elect Director Stephen Hemsley For For Management 1e Elect Director Michele Hooper For For Management 1f Elect Director F. William McNabb, III For For Management 1g Elect Director Valerie Montgomery Rice For For Management 1h Elect Director John Noseworthy For For Management 1i Elect Director Andrew Witty For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Report on Third-Party Racial Equity Against For Shareholder Audit 6 Report on Congruency of Political Against Against Shareholder Spending with Company Values and Priorities 7 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote -------------------------------------------------------------------------------- VEEVA SYSTEMS INC. Ticker: VEEV Security ID: 922475108 Meeting Date: JUN 21, 2023 Meeting Type: Annual Record Date: APR 26, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Timothy S. Cabral For For Management 1b Elect Director Mark Carges For For Management 1c Elect Director Peter P. Gassner For For Management 1d Elect Director Mary Lynne Hedley For For Management 1e Elect Director Priscilla Hung For For Management 1f Elect Director Tina Hunt For For Management 1g Elect Director Marshall L. Mohr For For Management 1h Elect Director Gordon Ritter For For Management 1i Elect Director Paul Sekhri For Against Management 1j Elect Director Matthew J. Wallach For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Amend Certificate of Incorporation For For Management 4 Amend Bylaws to Require Shareholder Against Against Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders -------------------------------------------------------------------------------- VERISK ANALYTICS, INC. Ticker: VRSK Security ID: 92345Y106 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 20, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Vincent K. Brooks For For Management 1b Elect Director Jeffrey Dailey For For Management 1c Elect Director Wendy Lane For For Management 1d Elect Director Lee M. Shavel For For Management 1e Elect Director Kimberly S. Stevenson For For Management 1f Elect Director Olumide Soroye For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- VERTEX PHARMACEUTICALS INCORPORATED Ticker: VRTX Security ID: 92532F100 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 23, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sangeeta Bhatia For For Management 1.2 Elect Director Lloyd Carney For For Management 1.3 Elect Director Alan Garber For For Management 1.4 Elect Director Terrence Kearney For For Management 1.5 Elect Director Reshma Kewalramani For For Management 1.6 Elect Director Jeffrey Leiden For For Management 1.7 Elect Director Diana McKenzie For For Management 1.8 Elect Director Bruce Sachs For For Management 1.9 Elect Director Suketu Upadhyay For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 24, 2023 Meeting Type: Annual Record Date: NOV 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd A. Carney For For Management 1b Elect Director Kermit R. Crawford For For Management 1c Elect Director Francisco Javier For For Management Fernandez-Carbajal 1d Elect Director Alfred F. Kelly, Jr. For For Management 1e Elect Director Ramon Laguarta For For Management 1f Elect Director Teri L. List For For Management 1g Elect Director John F. Lundgren For For Management 1h Elect Director Denise M. Morrison For For Management 1i Elect Director Linda J. Rendle For For Management 1j Elect Director Maynard G. Webb, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify KPMG LLP as Auditors For For Management 5 Require Independent Board Chair Against Against Shareholder -------------------------------------------------------------------------------- VULCAN MATERIALS COMPANY Ticker: VMC Security ID: 929160109 Meeting Date: MAY 12, 2023 Meeting Type: Annual Record Date: MAR 15, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Melissa H. Anderson For For Management 1b Elect Director O. B. Grayson Hall, Jr. For For Management 1c Elect Director Lydia H. Kennard For For Management 1d Elect Director James T. Prokopanko For For Management 1e Elect Director George Willis For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- ZOETIS INC. Ticker: ZTS Security ID: 98978V103 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Paul M. Bisaro For For Management 1b Elect Director Vanessa Broadhurst For For Management 1c Elect Director Frank A. D'Amelio For For Management 1d Elect Director Michael B. McCallister For For Management 1e Elect Director Gregory Norden For For Management 1f Elect Director Louise M. Parent For For Management 1g Elect Director Kristin C. Peck For For Management 1h Elect Director Robert W. Scully For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Provide Right to Call Special Meeting For For Management 5 Provide Right to Call a Special Against Against Shareholder Meeting at a 10 Percent Ownership Threshold ========== END NPX REPORT
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: MFS SERIES TRUST II
By (Signature and Title): | David DiLorenzo* | |
David DiLorenzo, President and Principal Executive Officer | ||
Date: August 29, 2023 | ||
*By (Signature and Title) | /s/ Susan A. Pereira | |
Susan A. Pereira, as attorney-in-fact |
* | Executed by Susan A. Pereira on behalf of David DiLorenzo pursuant to a Power of Attorney dated July 11, 2023. |