UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-22525
NAME OF REGISTRANT: Managed Portfolio Series
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 615 East Michigan Street
Milwaukee, WI 53202
NAME AND ADDRESS OF AGENT FOR SERVICE: Brian R. Wiedmeyer, President
Managed Portfolio Series,
c/o U.S. Bancorp Fund Services,
LLC
777 East Wisconsin Ave, 5th
Floor
Milwaukee, WI 53202
REGISTRANT'S TELEPHONE NUMBER: 414-516-1712
DATE OF FISCAL YEAR END: 07/31
DATE OF REPORTING PERIOD: 07/01/2022 - 06/30/2023
Coho Relative Value ESG Fund
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AMGEN INC. Agenda Number: 935805739
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Security: 031162100
Meeting Type: Annual
Meeting Date: 19-May-2023
Ticker: AMGN
ISIN: US0311621009
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Dr.
Wanda M. Austin
1b. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Mr.
Robert A. Bradway
1c. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Dr.
Michael V. Drake
1d. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Dr.
Brian J. Druker
1e. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Mr.
Robert A. Eckert
1f. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Mr.
Greg C. Garland
1g. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Mr.
Charles M. Holley, Jr.
1h. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Dr. S.
Omar Ishrak
1i. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Dr.
Tyler Jacks
1j. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Ms.
Ellen J. Kullman
1k. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Ms.
Amy E. Miles
1l. Election of Director for a term of office Mgmt Against Against
expiring at the 2024 annual meeting: Dr.
Ronald D. Sugar
1m. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Dr. R.
Sanders Williams
2. Advisory vote on the frequency of future Mgmt 1 Year For
stockholder advisory votes to approve
executive compensation.
3. Advisory vote to approve our executive Mgmt For For
compensation.
4. To ratify the selection of Ernst & Young Mgmt For For
LLP as our independent registered public
accountants for the fiscal year ending
December 31, 2023.
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BAXTER INTERNATIONAL INC. Agenda Number: 935786218
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Security: 071813109
Meeting Type: Annual
Meeting Date: 02-May-2023
Ticker: BAX
ISIN: US0718131099
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Jose (Joe) Almeida Mgmt For For
1b. Election of Director: Michael F. Mahoney Mgmt For For
1c. Election of Director: Patricia B. Morrison Mgmt For For
1d. Election of Director: Stephen N. Oesterle Mgmt Against Against
1e. Election of Director: Nancy M. Schlichting Mgmt For For
1f. Election of Director: Brent Shafer Mgmt For For
1g. Election of Director: Cathy R. Smith Mgmt Against Against
1h. Election of Director: Amy A. Wendell Mgmt For For
1i. Election of Director: David S. Wilkes Mgmt For For
1j. Election of Director: Peter M. Wilver Mgmt Against Against
2. Advisory Vote to Approve Named Executive Mgmt Against Against
Officer Compensation.
3. Advisory Vote on the Frequency of Executive Mgmt 1 Year For
Compensation Advisory Votes.
4. Ratification of Appointment of Independent Mgmt For For
Registered Public Accounting Firm.
5. Stockholder Proposal - Shareholder Shr Against For
Ratification of Excessive Termination Pay.
6. Stockholder Proposal - Executives to Retain Shr Against For
Significant Stock.
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COLGATE-PALMOLIVE COMPANY Agenda Number: 935795382
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Security: 194162103
Meeting Type: Annual
Meeting Date: 12-May-2023
Ticker: CL
ISIN: US1941621039
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: John P. Bilbrey Mgmt Against Against
1b. Election of Director: John T. Cahill Mgmt For For
1c. Election of Director: Steve Cahillane Mgmt For For
1d. Election of Director: Lisa M. Edwards Mgmt For For
1e. Election of Director: C. Martin Harris Mgmt Against Against
1f. Election of Director: Martina Hund-Mejean Mgmt For For
1g. Election of Director: Kimberly A. Nelson Mgmt For For
1h. Election of Director: Lorrie M. Norrington Mgmt Against Against
1i. Election of Director: Michael B. Polk Mgmt For For
1j. Election of Director: Stephen I. Sadove Mgmt Against Against
1k. Election of Director: Noel R. Wallace Mgmt For For
2. Ratify selection of PricewaterhouseCoopers Mgmt For For
LLP as Colgate's independent registered
public accounting firm.
3. Advisory vote on executive compensation. Mgmt For For
4. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation.
5. Stockholder proposal on independent Board Shr For Against
Chairman.
6. Stockholder proposal on executives to Shr Against For
retain significant stock.
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CONAGRA BRANDS, INC. Agenda Number: 935696736
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Security: 205887102
Meeting Type: Annual
Meeting Date: 21-Sep-2022
Ticker: CAG
ISIN: US2058871029
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Anil Arora Mgmt For For
1b. Election of Director: Thomas K. Brown Mgmt For For
1c. Election of Director: Emanuel Chirico Mgmt For For
1d. Election of Director: Sean M. Connolly Mgmt For For
1e. Election of Director: George Dowdie Mgmt For For
1f. Election of Director: Fran Horowitz Mgmt For For
1g. Election of Director: Richard H. Lenny Mgmt For For
1h. Election of Director: Melissa Lora Mgmt For For
1i. Election of Director: Ruth Ann Marshall Mgmt For For
1j. Election of Director: Denise A. Paulonis Mgmt For For
2. Ratification of the appointment of KPMG LLP Mgmt For For
as our independent auditor for fiscal 2023
3. Advisory approval of our named executive Mgmt For For
officer compensation
4. A Board resolution to amend the Certificate Mgmt For For
of Incorporation to allow shareholders to
act by written consent
5. A shareholder proposal regarding the office Shr Against For
of the Chair and the office of the Chief
Executive Officer
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CVS HEALTH CORPORATION Agenda Number: 935806375
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Security: 126650100
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: CVS
ISIN: US1266501006
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Fernando Aguirre Mgmt For For
1b. Election of Director: Jeffrey R. Balser, Mgmt For For
M.D., Ph.D.
1c. Election of Director: C. David Brown II Mgmt For For
1d. Election of Director: Alecia A. DeCoudreaux Mgmt For For
1e. Election of Director: Nancy-Ann M. DeParle Mgmt For For
1f. Election of Director: Roger N. Farah Mgmt For For
1g. Election of Director: Anne M. Finucane Mgmt For For
1h. Election of Director: Edward J. Ludwig Mgmt For For
1i. Election of Director: Karen S. Lynch Mgmt For For
1j. Election of Director: Jean-Pierre Millon Mgmt For For
1k. Election of Director: Mary L. Schapiro Mgmt For For
2. Ratification of the Appointment of Our Mgmt For For
Independent Registered Public Accounting
Firm for 2023
3. Say on Pay, a Proposal to Approve, on an Mgmt Against Against
Advisory Basis, the Company's Executive
Compensation
4. Proposal to Recommend, on an Advisory Mgmt 1 Year For
Basis, the Frequency of Advisory Votes on
Executive Compensation Votes
5. Stockholder Proposal Requesting Paid Sick Shr For Against
Leave for All Employees
6. Stockholder Proposal for Reducing our Shr Against For
Ownership Threshold to Request a Special
Stockholder Meeting
7. Stockholder Proposal Regarding "Fair Shr For Against
Elections" and Requiring Stockholder
Approval of Certain Types of By-law
Amendments
8. Stockholder Proposal Requesting a Report on Shr For Against
a "Worker Rights Assessment"
9. Stockholder Proposal to Prevent Company Shr Against For
Directors from Simultaneously Sitting on
the Boards of Directors of Any Other
Company
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DOLLAR GENERAL CORPORATION Agenda Number: 935821137
--------------------------------------------------------------------------------------------------------------------------
Security: 256677105
Meeting Type: Annual
Meeting Date: 31-May-2023
Ticker: DG
ISIN: US2566771059
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Warren F. Bryant Mgmt For For
1b. Election of Director: Michael M. Calbert Mgmt For For
1c. Election of Director: Ana M. Chadwick Mgmt For For
1d. Election of Director: Patricia D. Mgmt For For
Fili-Krushel
1e. Election of Director: Timothy I. McGuire Mgmt For For
1f. Election of Director: Jeffery C. Owen Mgmt For For
1g. Election of Director: Debra A. Sandler Mgmt Against Against
1h. Election of Director: Ralph E. Santana Mgmt For For
1i. Election of Director: Todd J. Vasos Mgmt For For
2. To approve, on an advisory (non-binding) Mgmt For For
basis, the resolution regarding the
compensation of Dollar General
Corporation's named executive officers as
disclosed in the proxy statement
3. To recommend, on an advisory (non-binding) Mgmt 1 Year For
basis, the frequency of future advisory
votes on Dollar General Corporation's named
executive officer compensation.
4. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Dollar General Corporation's
independent registered public accounting
firm for fiscal 2023.
5. To vote on a shareholder proposal regarding Shr For Against
cage-free eggs progress disclosure.
6. To vote on a shareholder proposal to take Shr For Against
steps to amend Dollar General Corporation's
governing documents to remove the one-year
holding period requirement to call a
special shareholder meeting
7. To vote on a shareholder proposal Shr For Against
requesting a worker safety and well-being
audit and report.
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GLOBAL PAYMENTS INC. Agenda Number: 935777093
--------------------------------------------------------------------------------------------------------------------------
Security: 37940X102
Meeting Type: Annual
Meeting Date: 27-Apr-2023
Ticker: GPN
ISIN: US37940X1028
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: F. Thaddeus Arroyo Mgmt For For
1b. Election of Director: Robert H.B. Baldwin, Mgmt For For
Jr.
1c. Election of Director: John G. Bruno Mgmt For For
1d. Election of Director: Joia M. Johnson Mgmt For For
1e. Election of Director: Ruth Ann Marshall Mgmt For For
1f. Election of Director: Connie D. McDaniel Mgmt For For
1g. Election of Director: Joseph H. Osnoss Mgmt Against Against
1h. Election of Director: William B. Plummer Mgmt For For
1i. Election of Director: Jeffrey S. Sloan Mgmt For For
1j. Election of Director: John T. Turner Mgmt For For
1k. Election of Director: M. Troy Woods Mgmt For For
2. Approval, on an advisory basis, of the Mgmt Against Against
compensation of our named executive
officers for 2022.
3. Approval, on an advisory basis, of the Mgmt 1 Year For
frequency of the advisory vote on executive
compensation.
4. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as our independent registered
public accounting firm for the year ending
December 31, 2023.
5. Advisory shareholder proposal on Shr For Against
shareholder ratification of termination
pay.
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JOHNSON & JOHNSON Agenda Number: 935776813
--------------------------------------------------------------------------------------------------------------------------
Security: 478160104
Meeting Type: Annual
Meeting Date: 27-Apr-2023
Ticker: JNJ
ISIN: US4781601046
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Darius Adamczyk Mgmt For For
1b. Election of Director: Mary C. Beckerle Mgmt For For
1c. Election of Director: D. Scott Davis Mgmt For For
1d. Election of Director: Jennifer A. Doudna Mgmt For For
1e. Election of Director: Joaquin Duato Mgmt For For
1f. Election of Director: Marillyn A. Hewson Mgmt For For
1g. Election of Director: Paula A. Johnson Mgmt For For
1h. Election of Director: Hubert Joly Mgmt For For
1I. Election of Director: Mark B. McClellan Mgmt For For
1j. Election of Director: Anne M. Mulcahy Mgmt For For
1k. Election of Director: Mark A. Weinberger Mgmt For For
1l. Election of Director: Nadja Y. West Mgmt For For
2. Advisory Vote to Approve Named Executive Mgmt For For
Officer Compensation
3. Advisory Vote on the Frequency of Voting to Mgmt 1 Year For
Approve Named Executive Officer
Compensation
4. Ratification of Appointment of Mgmt For For
PricewaterhouseCoopers LLP as the
Independent Registered Public Accounting
Firm
5. Proposal Withdrawn (Federal Securities Laws Shr Abstain
Mandatory Arbitration Bylaw)
6. Vaccine Pricing Report Shr Against For
7. Executive Compensation Adjustment Policy Shr Abstain Against
8. Impact of Extended Patent Exclusivities on Shr Against For
Product Access
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LOWE'S COMPANIES, INC. Agenda Number: 935817190
--------------------------------------------------------------------------------------------------------------------------
Security: 548661107
Meeting Type: Annual
Meeting Date: 26-May-2023
Ticker: LOW
ISIN: US5486611073
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Raul Alvarez Mgmt Withheld Against
David H. Batchelder Mgmt For For
Scott H. Baxter Mgmt For For
Sandra B. Cochran Mgmt For For
Laurie Z. Douglas Mgmt For For
Richard W. Dreiling Mgmt For For
Marvin R. Ellison Mgmt For For
Daniel J. Heinrich Mgmt For For
Brian C. Rogers Mgmt For For
Bertram L. Scott Mgmt Withheld Against
Colleen Taylor Mgmt For For
Mary Beth West Mgmt For For
2. Advisory vote to approve the Company's Mgmt For For
named executive officer compensation in
fiscal 2022.
3. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes to approve the Company's
named executive officer compensation.
4. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the Company's independent
registered public accounting firm for
fiscal 2023.
5. Shareholder proposal requesting an Shr For Against
independent board chairman.
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MARSH & MCLENNAN COMPANIES, INC. Agenda Number: 935801541
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Security: 571748102
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: MMC
ISIN: US5717481023
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Anthony K. Anderson Mgmt Against Against
1b. Election of Director: John Q. Doyle Mgmt For For
1c. Election of Director: Hafize Gaye Erkan Mgmt For For
1d. Election of Director: Oscar Fanjul Mgmt For For
1e. Election of Director: H. Edward Hanway Mgmt For For
1f. Election of Director: Judith Hartmann Mgmt For For
1g. Election of Director: Deborah C. Hopkins Mgmt Against Against
1h. Election of Director: Tamara Ingram Mgmt Against Against
1i. Election of Director: Jane H. Lute Mgmt For For
1j. Election of Director: Steven A. Mills Mgmt For For
1k. Election of Director: Bruce P. Nolop Mgmt For For
1l. Election of Director: Morton O. Schapiro Mgmt For For
1m. Election of Director: Lloyd M. Yates Mgmt For For
1n. Election of Director: Ray G. Young Mgmt For For
2. Advisory (Nonbinding) Vote to Approve Named Mgmt For For
Executive Officer Compensation
3. Advisory (Nonbinding) Vote on the Frequency Mgmt 1 Year For
of Future Votes on Named Executive Officer
Compensation
4. Ratification of Selection of Independent Mgmt For For
Registered Public Accounting Firm
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MEDTRONIC PLC Agenda Number: 935723610
--------------------------------------------------------------------------------------------------------------------------
Security: G5960L103
Meeting Type: Annual
Meeting Date: 08-Dec-2022
Ticker: MDT
ISIN: IE00BTN1Y115
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Richard H.
Anderson
1b. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Craig
Arnold
1c. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Scott C.
Donnelly
1d. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Lidia L.
Fonseca
1e. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Andrea J.
Goldsmith, Ph.D.
1f. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Randall J.
Hogan, III
1g. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Kevin E.
Lofton
1h. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Geoffrey
S. Martha
1i. Election of Director to hold office until Mgmt Against Against
the 2023 Annual General Meeting: Elizabeth
G. Nabel, M.D.
1j. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Denise M.
O'Leary
1k. Election of Director to hold office until Mgmt Against Against
the 2023 Annual General Meeting: Kendall J.
Powell
2. Ratifying, in a non-binding vote, the Mgmt For For
appointment of PricewaterhouseCoopers LLP
as the Company's independent auditor for
fiscal year 2023 and authorizing, in a
binding vote, the Board of Directors,
acting through the Audit Committee, to set
the auditor's remuneration.
3. Approving, on an advisory basis, the Mgmt For For
Company's executive compensation.
4. Renewing the Board of Directors' authority Mgmt For For
to issue shares under Irish law.
5. Renewing the Board of Directors' authority Mgmt For For
to opt out of pre-emption rights under
Irish law.
6. Authorizing the Company and any subsidiary Mgmt For For
of the Company to make overseas market
purchases of Medtronic ordinary shares.
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MICROCHIP TECHNOLOGY INCORPORATED Agenda Number: 935688943
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Security: 595017104
Meeting Type: Annual
Meeting Date: 23-Aug-2022
Ticker: MCHP
ISIN: US5950171042
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Matthew W. Chapman Mgmt For For
1.2 Election of Director: Esther L. Johnson Mgmt Against Against
1.3 Election of Director: Karlton D. Johnson Mgmt For For
1.4 Election of Director: Wade F. Meyercord Mgmt For For
1.5 Election of Director: Ganesh Moorthy Mgmt For For
1.6 Election of Director: Karen M. Rapp Mgmt For For
1.7 Election of Director: Steve Sanghi Mgmt For For
2. Proposal to ratify the appointment of Ernst Mgmt For For
& Young LLP as the independent registered
public accounting firm of Microchip for the
fiscal year ending March 31, 2023.
3. Proposal to approve, on an advisory Mgmt For For
(non-binding) basis, the compensation of
our named executives.
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MONDELEZ INTERNATIONAL, INC. Agenda Number: 935809357
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Security: 609207105
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: MDLZ
ISIN: US6092071058
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Lewis W.K. Booth Mgmt For For
1b. Election of Director: Charles E. Bunch Mgmt Against Against
1c. Election of Director: Ertharin Cousin Mgmt For For
1d. Election of Director: Jorge S. Mesquita Mgmt For For
1e. Election of Director: Anindita Mukherjee Mgmt For For
1f. Election of Director: Jane Hamilton Nielsen Mgmt For For
1g. Election of Director: Patrick T. Siewert Mgmt For For
1h. Election of Director: Michael A. Todman Mgmt Against Against
1i. Election of Director: Dirk Van de Put Mgmt For For
2. Advisory Vote to Approve Executive Mgmt For For
Compensation.
3. Advisory Vote on the Frequency of Future Mgmt 1 Year For
Votes to Approve Executive Compensation.
4. Ratification of the Selection of Mgmt For For
PricewaterhouseCoopers LLP as Independent
Registered Public Accountants for Fiscal
Year Ending December 31, 2023.
5. Require Independent Chair of the Board. Shr Against For
6. Publish Annual Benchmarks for Achieving Shr Against For
Company's 2025 Cage-Free Egg Goal.
7. Adopt Public Targets to Eradicate Child Shr Against For
Labor in Cocoa Supply Chain
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PERRIGO COMPANY PLC Agenda Number: 935788464
--------------------------------------------------------------------------------------------------------------------------
Security: G97822103
Meeting Type: Annual
Meeting Date: 04-May-2023
Ticker: PRGO
ISIN: IE00BGH1M568
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director to hold office until Mgmt For For
the 2024 Annual General Meeting: Bradley A.
Alford
1B. Election of Director to hold office until Mgmt Against Against
the 2024 Annual General Meeting: Orlando D.
Ashford
1C. Election of Director to hold office until Mgmt For For
the 2024 Annual General Meeting: Katherine
C. Doyle
1D. Election of Director to hold office until Mgmt Against Against
the 2024 Annual General Meeting: Adriana
Karaboutis
1E. Election of Director to hold office until Mgmt For For
the 2024 Annual General Meeting: Murray S.
Kessler
1F. Election of Director to hold office until Mgmt For For
the 2024 Annual General Meeting: Jeffrey B.
Kindler
1G. Election of Director to hold office until Mgmt Against Against
the 2024 Annual General Meeting: Erica L.
Mann
1H. Election of Director to hold office until Mgmt For For
the 2024 Annual General Meeting: Albert A.
Manzone
1I. Election of Director to hold office until Mgmt For For
the 2024 Annual General Meeting: Donal
O'Connor
1J. Election of Director to hold office until Mgmt Against Against
the 2024 Annual General Meeting: Geoffrey
M. Parker
2. Ratify, in a non-binding advisory vote, the Mgmt For For
appointment of Ernst & Young LLP as the
Company's independent auditor, and
authorize, in a binding vote, the Board of
Directors, acting through the Audit
Committee, to fix the remuneration of the
auditor
3. Advisory vote on executive compensation Mgmt Against Against
4. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation
5. Renew the Board's authority to issue shares Mgmt For For
under Irish law
6. Renew the Board's authority to opt-out of Mgmt For For
statutory pre-emption rights under Irish
law
7. Approve the creation of distributable Mgmt For For
reserves by reducing some or all of the
Company's share premium
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QUEST DIAGNOSTICS INCORPORATED Agenda Number: 935807137
--------------------------------------------------------------------------------------------------------------------------
Security: 74834L100
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: DGX
ISIN: US74834L1008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: James E. Davis Mgmt For For
1b. Election of Director: Luis A. Diaz, Jr., Mgmt For For
M.D.
1c. Election of Director: Tracey C. Doi Mgmt For For
1d. Election of Director: Vicky B. Gregg Mgmt For For
1e. Election of Director: Wright L. Lassiter, Mgmt For For
III
1f. Election of Director: Timothy L. Main Mgmt For For
1g. Election of Director: Denise M. Morrison Mgmt For For
1h. Election of Director: Gary M. Pfeiffer Mgmt For For
1i. Election of Director: Timothy M. Ring Mgmt For For
1j. Election of Director: Gail R. Wilensky, Mgmt For For
Ph.D.
2. An advisory resolution to approve the Mgmt For For
executive officer compensation disclosed in
the Company's 2023 proxy statement
3. An advisory vote to recommend the frequency Mgmt 1 Year For
of the stockholder advisory vote to approve
executive officer compensation
4. Ratification of the appointment of our Mgmt For For
independent registered public accounting
firm for 2023
5. Approval of the Amended and Restated Mgmt For For
Employee Long-Term Incentive Plan
6. Stockholder proposal regarding a report on Shr For Against
the Company's greenhouse gas emissions
--------------------------------------------------------------------------------------------------------------------------
ROSS STORES, INC. Agenda Number: 935801539
--------------------------------------------------------------------------------------------------------------------------
Security: 778296103
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: ROST
ISIN: US7782961038
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: K. Gunnar Bjorklund Mgmt For For
1b. Election of Director: Michael J. Bush Mgmt For For
1c. Election of Director: Edward G. Cannizzaro Mgmt For For
1d. Election of Director: Sharon D. Garrett Mgmt For For
1e. Election of Director: Michael J. Hartshorn Mgmt For For
1f. Election of Director: Stephen D. Milligan Mgmt For For
1g. Election of Director: Patricia H. Mueller Mgmt For For
1h. Election of Director: George P. Orban Mgmt Against Against
1i. Election of Director: Larree M. Renda Mgmt For For
1j. Election of Director: Barbara Rentler Mgmt For For
1k. Election of Director: Doniel N. Sutton Mgmt For For
2. Advisory vote to approve the resolution on Mgmt For For
the compensation of the named executive
officers.
3. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation.
4. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as the Company's independent
registered public accounting firm for the
fiscal year ending February 3, 2024.
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STATE STREET CORPORATION Agenda Number: 935809155
--------------------------------------------------------------------------------------------------------------------------
Security: 857477103
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: STT
ISIN: US8574771031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: P. de Saint-Aignan Mgmt For For
1b. Election of Director: M. Chandoha Mgmt For For
1c. Election of Director: D. DeMaio Mgmt For For
1d. Election of Director: A. Fawcett Mgmt For For
1e. Election of Director: W. Freda Mgmt For For
1f. Election of Director: S. Mathew Mgmt Against Against
1g. Election of Director: W. Meaney Mgmt For For
1h. Election of Director: R. O'Hanley Mgmt For For
1i. Election of Director: S. O'Sullivan Mgmt For For
1j. Election of Director: J. Portalatin Mgmt For For
1k. Election of Director: J. Rhea Mgmt For For
1l. Election of Director: G. Summe Mgmt Against Against
2. To approve an advisory proposal on Mgmt Against Against
executive compensation.
3. To recommend, by advisory vote, the Mgmt 1 Year For
frequency of future advisory votes on
executive compensation.
4. To approve the Amended and Restated 2017 Mgmt For For
Stock Incentive Plan.
5. To ratify the selection of Ernst & Young Mgmt For For
LLP as State Street's independent
registered public accounting firm for the
year ending December 31, 2023.
6. Shareholder proposal relating to asset Shr Against For
management stewardship practices, if
properly presented.
--------------------------------------------------------------------------------------------------------------------------
SYSCO CORPORATION Agenda Number: 935717427
--------------------------------------------------------------------------------------------------------------------------
Security: 871829107
Meeting Type: Annual
Meeting Date: 18-Nov-2022
Ticker: SYY
ISIN: US8718291078
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Daniel J. Brutto Mgmt For For
1b. Election of Director: Ali Dibadj Mgmt For For
1c. Election of Director: Larry C. Glasscock Mgmt For For
1d. Election of Director: Jill M. Golder Mgmt For For
1e. Election of Director: Bradley M. Halverson Mgmt Against Against
1f. Election of Director: John M. Hinshaw Mgmt For For
1g. Election of Director: Kevin P. Hourican Mgmt For For
1h. Election of Director: Hans-Joachim Koerber Mgmt For For
1i. Election of Director: Alison Kenney Paul Mgmt For For
1j. Election of Director: Edward D. Shirley Mgmt Against Against
1k. Election of Director: Sheila G. Talton Mgmt For For
2. To approve, by advisory vote, the Mgmt For For
compensation paid to Sysco's named
executive officers, as disclosed in Sysco's
2022 proxy statement.
3. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Sysco's independent registered
public accounting firm for fiscal 2023.
4. To consider a stockholder proposal, if Shr For Against
properly presented at the meeting, related
to a third party civil rights audit.
5. To consider a stockholder proposal, if Shr Against For
properly presented at the meeting, related
to third party assessments of supply chain
risks.
6. To consider a stockholder proposal, if Shr For For
properly presented at the meeting, related
to a report on the reduction of plastic
packaging use.
--------------------------------------------------------------------------------------------------------------------------
THE COCA-COLA COMPANY Agenda Number: 935776685
--------------------------------------------------------------------------------------------------------------------------
Security: 191216100
Meeting Type: Annual
Meeting Date: 25-Apr-2023
Ticker: KO
ISIN: US1912161007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Herb Allen Mgmt For For
1b. Election of Director: Marc Bolland Mgmt For For
1c. Election of Director: Ana Botin Mgmt For For
1d. Election of Director: Christopher C. Davis Mgmt Against Against
1e. Election of Director: Barry Diller Mgmt Against Against
1f. Election of Director: Carolyn Everson Mgmt For For
1g. Election of Director: Helene D. Gayle Mgmt For For
1h. Election of Director: Alexis M. Herman Mgmt For For
1i. Election of Director: Maria Elena Mgmt For For
Lagomasino
1j. Election of Director: Amity Millhiser Mgmt For For
1k. Election of Director: James Quincey Mgmt For For
1l. Election of Director: Caroline J. Tsay Mgmt For For
1m. Election of Director: David B. Weinberg Mgmt For For
2. Advisory vote to approve executive Mgmt For For
compensation
3. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes to approve executive
compensation
4. Ratify the appointment of Ernst & Young LLP Mgmt For For
as independent Auditors of the Company to
serve for the 2023 fiscal year
5. Shareowner proposal requesting an audit of Shr Against For
the Company's impact on nonwhite
stakeholders
6. Shareowner proposal requesting a global Shr Against For
transparency report
7. Shareowner proposal regarding political Shr Against For
expenditures values alignment
8. Shareowner proposal requesting an Shr Against For
independent Board chair policy
9. Shareowner proposal requesting a report on Shr Against For
risks from state policies restricting
reproductive rights
--------------------------------------------------------------------------------------------------------------------------
THE J. M. SMUCKER COMPANY Agenda Number: 935684351
--------------------------------------------------------------------------------------------------------------------------
Security: 832696405
Meeting Type: Annual
Meeting Date: 17-Aug-2022
Ticker: SJM
ISIN: US8326964058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Directors whose term of office Mgmt For For
will expire in 2023: Susan E.
Chapman-Hughes
1b. Election of Directors whose term of office Mgmt For For
will expire in 2023: Paul J. Dolan
1c. Election of Directors whose term of office Mgmt For For
will expire in 2023: Jay L. Henderson
1d. Election of Directors whose term of office Mgmt For For
will expire in 2023: Jonathan E. Johnson
III
1e. Election of Directors whose term of office Mgmt For For
will expire in 2023: Kirk L. Perry
1f. Election of Directors whose term of office Mgmt For For
will expire in 2023: Sandra Pianalto
1g. Election of Directors whose term of office Mgmt For For
will expire in 2023: Alex Shumate
1h. Election of Directors whose term of office Mgmt For For
will expire in 2023: Mark T. Smucker
1i. Election of Directors whose term of office Mgmt For For
will expire in 2023: Richard K. Smucker
1j. Election of Directors whose term of office Mgmt For For
will expire in 2023: Jodi L. Taylor
1k. Election of Directors whose term of office Mgmt For For
will expire in 2023: Dawn C. Willoughby
2. Ratification of appointment of Ernst & Mgmt For For
Young LLP as the Company's Independent
Registered Public Accounting Firm for the
2023 fiscal year.
3. Advisory approval of the Company's Mgmt For For
executive compensation.
4. Adoption of amendments to the Company's Mgmt For For
Amended Articles of Incorporation to
eliminate the time phased voting
provisions.
--------------------------------------------------------------------------------------------------------------------------
THE WALT DISNEY COMPANY Agenda Number: 935766595
--------------------------------------------------------------------------------------------------------------------------
Security: 254687106
Meeting Type: Annual
Meeting Date: 03-Apr-2023
Ticker: DIS
ISIN: US2546871060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Mary T. Barra Mgmt For For
1b. Election of Director: Safra A. Catz Mgmt For For
1c. Election of Director: Amy L. Chang Mgmt For For
1d. Election of Director: Francis A. deSouza Mgmt For For
1e. Election of Director: Carolyn N. Everson Mgmt For For
1f. Election of Director: Michael B.G. Froman Mgmt For For
1g. Election of Director: Robert A. Iger Mgmt For For
1h. Election of Director: Maria Elena Mgmt For For
Lagomasino
1i. Election of Director: Calvin R. McDonald Mgmt For For
1j. Election of Director: Mark G. Parker Mgmt For For
1k. Election of Director: Derica W. Rice Mgmt Against Against
2. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accountants
for fiscal 2023.
3. Consideration of an advisory vote to Mgmt Against Against
approve executive compensation.
4. Consideration of an advisory vote on the Mgmt 1 Year For
frequency of advisory votes on executive
compensation.
5. Shareholder proposal, if properly presented Shr Against For
at the meeting, requesting a report on
operations related to China.
6. Shareholder proposal, if properly presented Shr Against For
at the meeting, requesting charitable
contributions disclosure.
7. Shareholder proposal, if properly presented Shr Against For
at the meeting, requesting a political
expenditures report.
--------------------------------------------------------------------------------------------------------------------------
THERMO FISHER SCIENTIFIC INC. Agenda Number: 935803709
--------------------------------------------------------------------------------------------------------------------------
Security: 883556102
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: TMO
ISIN: US8835561023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Marc N. Casper Mgmt For For
1b. Election of Director: Nelson J. Chai Mgmt For For
1c. Election of Director: Ruby R. Chandy Mgmt For For
1d. Election of Director: C. Martin Harris Mgmt Against Against
1e. Election of Director: Tyler Jacks Mgmt For For
1f. Election of Director: R. Alexandra Keith Mgmt For For
1g. Election of Director: James C. Mullen Mgmt For For
1h. Election of Director: Lars R. Sorensen Mgmt For For
1i. Election of Director: Debora L. Spar Mgmt For For
1j. Election of Director: Scott M. Sperling Mgmt For For
1k. Election of Director: Dion J. Weisler Mgmt For For
2. An advisory vote to approve named executive Mgmt For For
officer compensation.
3. An advisory vote on the frequency of future Mgmt 1 Year For
named executive officer advisory votes.
4. Ratification of the Audit Committee's Mgmt For For
selection of PricewaterhouseCoopers LLP as
the Company's independent auditors for
2023.
5. Approval of the Company's Amended and Mgmt For For
Restated 2013 Stock Incentive Plan.
6. Approval of the Company's 2023 Global Mgmt For For
Employee Stock Purchase Plan.
--------------------------------------------------------------------------------------------------------------------------
U.S. BANCORP Agenda Number: 935771914
--------------------------------------------------------------------------------------------------------------------------
Security: 902973304
Meeting Type: Annual
Meeting Date: 18-Apr-2023
Ticker: USB
ISIN: US9029733048
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Warner L. Baxter Mgmt For For
1b. Election of Director: Dorothy J. Bridges Mgmt For For
1c. Election of Director: Elizabeth L. Buse Mgmt For For
1d. Election of Director: Andrew Cecere Mgmt For For
1e. Election of Director: Alan B. Colberg Mgmt For For
1f. Election of Director: Kimberly N. Mgmt For For
Ellison-Taylor
1g Election of Director: Kimberly J. Harris Mgmt For For
1h. Election of Director: Roland A. Hernandez Mgmt For For
1i. Election of Director: Richard P. McKenney Mgmt For For
1j. Election of Director: Yusuf I. Mehdi Mgmt For For
1k. Election of Director: Loretta E. Reynolds Mgmt For For
1l. Election of Director: John P. Wiehoff Mgmt For For
1m. Election of Director: Scott W. Wine Mgmt For For
2. An advisory vote to approve the Mgmt For For
compensation of our executives disclosed in
the proxy statement.
3. An advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation.
4. The ratification of the selection of Ernst Mgmt For For
& Young LLP as our independent auditor for
the 2023 fiscal year.
--------------------------------------------------------------------------------------------------------------------------
UNITED PARCEL SERVICE, INC. Agenda Number: 935783894
--------------------------------------------------------------------------------------------------------------------------
Security: 911312106
Meeting Type: Annual
Meeting Date: 04-May-2023
Ticker: UPS
ISIN: US9113121068
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to serve until 2024 Mgmt For For
annual meeting: Carol B. Tome
1b. Election of Director to serve until 2024 Mgmt Against Against
annual meeting: Rodney C. Adkins
1c. Election of Director to serve until 2024 Mgmt For For
annual meeting: Eva C. Boratto
1d. Election of Director to serve until 2024 Mgmt For For
annual meeting: Michael J. Burns
1e. Election of Director to serve until 2024 Mgmt For For
annual meeting: Wayne M. Hewett
1f. Election of Director to serve until 2024 Mgmt For For
annual meeting: Angela Hwang
1g. Election of Director to serve until 2024 Mgmt For For
annual meeting: Kate E. Johnson
1h. Election of Director to serve until 2024 Mgmt Against Against
annual meeting: William R. Johnson
1i. Election of Director to serve until 2024 Mgmt For For
annual meeting: Franck J. Moison
1j. Election of Director to serve until 2024 Mgmt For For
annual meeting: Christiana Smith Shi
1k. Election of Director to serve until 2024 Mgmt For For
annual meeting: Russell Stokes
1l. Election of Director to serve until 2024 Mgmt For For
annual meeting: Kevin Warsh
2. To approve on an advisory basis named Mgmt Against Against
executive officer compensation.
3. To approve on an advisory basis the Mgmt 1 Year For
frequency of future advisory votes on named
executive officer compensation.
4. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as UPS's independent registered
public accounting firm for the year ending
December 31, 2023.
5. To reduce the voting power of UPS class A Shr For Against
stock from 10 votes per share to one vote
per share.
6. To adopt independently verified Shr For Against
science-based greenhouse gas emissions
reduction targets.
7. To prepare a report on integrating GHG Shr For Against
emissions reductions targets into executive
compensation.
8. To prepare a report on addressing the Shr For Against
impact of UPS's climate change strategy on
relevant stakeholders consistent with the
"Just Transition" guidelines.
9. To prepare a report on risks or costs Shr For Against
caused by state policies restricting
reproductive rights.
10. To prepare a report on the impact of UPS's Shr For Against
DE&I policies on civil rights,
non-discrimination and returns to merit,
and the company's business.
11. To prepare an annual report on the Shr For Against
effectiveness of UPS's diversity, equity
and inclusion efforts.
--------------------------------------------------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED Agenda Number: 935835237
--------------------------------------------------------------------------------------------------------------------------
Security: 91324P102
Meeting Type: Annual
Meeting Date: 05-Jun-2023
Ticker: UNH
ISIN: US91324P1021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Timothy Flynn Mgmt For For
1b. Election of Director: Paul Garcia Mgmt For For
1c. Election of Director: Kristen Gil Mgmt For For
1d. Election of Director: Stephen Hemsley Mgmt For For
1e. Election of Director: Michele Hooper Mgmt For For
1f. Election of Director: F. William McNabb III Mgmt For For
1g. Election of Director: Valerie Montgomery Mgmt For For
Rice, M.D.
1h. Election of Director: John Noseworthy, M.D. Mgmt For For
1i. Election of Director: Andrew Witty Mgmt For For
2. Advisory approval of the Company's Mgmt For For
executive compensation.
3. Advisory approval of the frequency of Mgmt 1 Year For
holding future say-on-pay votes.
4. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the independent registered
public accounting firm for the Company for
the year ending December 31, 2023.
5. If properly presented at the 2023 Annual Shr For Against
Meeting of Shareholders, the shareholder
proposal seeking a third-party racial
equity audit.
6. If properly presented at the 2023 Annual Shr Against For
Meeting of Shareholders, the shareholder
proposal requiring a political
contributions congruency report.
7. If properly presented at the 2023 Annual Shr Against For
Meeting of Shareholders, the shareholder
proposal seeking shareholder ratification
of termination pay.
--------------------------------------------------------------------------------------------------------------------------
W.W. GRAINGER, INC. Agenda Number: 935780761
--------------------------------------------------------------------------------------------------------------------------
Security: 384802104
Meeting Type: Annual
Meeting Date: 26-Apr-2023
Ticker: GWW
ISIN: US3848021040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Rodney C. Adkins Mgmt Against Against
1b. Election of Director: V. Ann Hailey Mgmt For For
1c. Election of Director: Katherine D. Jaspon Mgmt For For
1d. Election of Director: Stuart L. Levenick Mgmt For For
1e. Election of Director: D.G. Macpherson Mgmt For For
1f. Election of Director: Neil S. Novich Mgmt For For
1g. Election of Director: Beatriz R. Perez Mgmt Against Against
1h. Election of Director: E. Scott Santi Mgmt For For
1i. Election of Director: Susan Slavik Williams Mgmt For For
1j. Election of Director: Lucas E. Watson Mgmt For For
1k. Election of Director: Steven A. White Mgmt For For
2. Proposal to ratify the appointment of Ernst Mgmt For For
& Young LLP as independent auditor for the
year ending December 31, 2023.
3. Say on Pay proposal to approve on a Mgmt For For
non-binding advisory basis the compensation
of W.W. Grainger, Inc.'s Named Executive
Officers.
4. Say When on Pay proposal to select on a Mgmt 1 Year For
non-binding advisory basis the frequency of
the advisory vote on compensation of W.W.
Grainger, Inc.'s Named Executive Officers.
Coho Relative Value Equity Fund
--------------------------------------------------------------------------------------------------------------------------
AMERISOURCEBERGEN CORPORATION Agenda Number: 935761242
--------------------------------------------------------------------------------------------------------------------------
Security: 03073E105
Meeting Type: Annual
Meeting Date: 09-Mar-2023
Ticker: ABC
ISIN: US03073E1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Ornella Barra Mgmt For For
1b. Election of Director: Steven H. Collis Mgmt For For
1c. Election of Director: D. Mark Durcan Mgmt For For
1d. Election of Director: Richard W. Gochnauer Mgmt For For
1e. Election of Director: Lon R. Greenberg Mgmt For For
1f. Election of Director: Kathleen W. Hyle Mgmt For For
1g. Election of Director: Lorence H. Kim, M.D. Mgmt For For
1h. Election of Director: Henry W. McGee Mgmt For For
1i. Election of Director: Redonda G. Miller, Mgmt For For
M.D.
1j. Election of Director: Dennis M. Nally Mgmt For For
2. Ratification of Ernst & Young LLP as the Mgmt For For
Company's independent registered public
accounting firm for fiscal year 2023.
3. Advisory vote to approve the compensation Mgmt For For
of the Company's named executive officers.
4. Advisory vote on the frequency of a Mgmt 1 Year For
shareholder vote on the compensation of the
Company's named executive officers.
5. Shareholder proposal regarding shareholder Shr Against For
ratification of termination pay.
--------------------------------------------------------------------------------------------------------------------------
AMGEN INC. Agenda Number: 935805739
--------------------------------------------------------------------------------------------------------------------------
Security: 031162100
Meeting Type: Annual
Meeting Date: 19-May-2023
Ticker: AMGN
ISIN: US0311621009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Dr.
Wanda M. Austin
1b. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Mr.
Robert A. Bradway
1c. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Dr.
Michael V. Drake
1d. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Dr.
Brian J. Druker
1e. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Mr.
Robert A. Eckert
1f. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Mr.
Greg C. Garland
1g. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Mr.
Charles M. Holley, Jr.
1h. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Dr. S.
Omar Ishrak
1i. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Dr.
Tyler Jacks
1j. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Ms.
Ellen J. Kullman
1k. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Ms.
Amy E. Miles
1l. Election of Director for a term of office Mgmt Against Against
expiring at the 2024 annual meeting: Dr.
Ronald D. Sugar
1m. Election of Director for a term of office Mgmt For For
expiring at the 2024 annual meeting: Dr. R.
Sanders Williams
2. Advisory vote on the frequency of future Mgmt 1 Year For
stockholder advisory votes to approve
executive compensation.
3. Advisory vote to approve our executive Mgmt For For
compensation.
4. To ratify the selection of Ernst & Young Mgmt For For
LLP as our independent registered public
accountants for the fiscal year ending
December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
BAXTER INTERNATIONAL INC. Agenda Number: 935786218
--------------------------------------------------------------------------------------------------------------------------
Security: 071813109
Meeting Type: Annual
Meeting Date: 02-May-2023
Ticker: BAX
ISIN: US0718131099
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Jose (Joe) Almeida Mgmt For For
1b. Election of Director: Michael F. Mahoney Mgmt For For
1c. Election of Director: Patricia B. Morrison Mgmt For For
1d. Election of Director: Stephen N. Oesterle Mgmt Against Against
1e. Election of Director: Nancy M. Schlichting Mgmt For For
1f. Election of Director: Brent Shafer Mgmt For For
1g. Election of Director: Cathy R. Smith Mgmt Against Against
1h. Election of Director: Amy A. Wendell Mgmt For For
1i. Election of Director: David S. Wilkes Mgmt For For
1j. Election of Director: Peter M. Wilver Mgmt Against Against
2. Advisory Vote to Approve Named Executive Mgmt Against Against
Officer Compensation.
3. Advisory Vote on the Frequency of Executive Mgmt 1 Year For
Compensation Advisory Votes.
4. Ratification of Appointment of Independent Mgmt For For
Registered Public Accounting Firm.
5. Stockholder Proposal - Shareholder Shr Against For
Ratification of Excessive Termination Pay.
6. Stockholder Proposal - Executives to Retain Shr Against For
Significant Stock.
--------------------------------------------------------------------------------------------------------------------------
CHEVRON CORPORATION Agenda Number: 935829284
--------------------------------------------------------------------------------------------------------------------------
Security: 166764100
Meeting Type: Annual
Meeting Date: 31-May-2023
Ticker: CVX
ISIN: US1667641005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Wanda M. Austin Mgmt For For
1b. Election of Director: John B. Frank Mgmt Against Against
1c. Election of Director: Alice P. Gast Mgmt For For
1d. Election of Director: Enrique Hernandez, Mgmt For For
Jr.
1e. Election of Director: Marillyn A. Hewson Mgmt For For
1f. Election of Director: Jon M. Huntsman Jr. Mgmt For For
1g. Election of Director: Charles W. Moorman Mgmt For For
1h. Election of Director: Dambisa F. Moyo Mgmt For For
1i. Election of Director: Debra Reed-Klages Mgmt For For
1j. Election of Director: D. James Umpleby III Mgmt For For
1k. Election of Director: Cynthia J. Warner Mgmt For For
1l. Election of Director: Michael K. Wirth Mgmt For For
2. Ratification of Appointment of Mgmt For For
PricewaterhouseCoopers LLP as the
Independent Registered Public Accounting
Firm
3. Advisory Vote to Approve Named Executive Mgmt For For
Officer Compensation
4. Advisory Vote on the Frequency of Future Mgmt 1 Year For
Advisory Votes on Named Executive Officer
Compensation
5. Rescind the 2021 "Reduce Scope 3 Emissions" Shr Against For
Stockholder Proposal
6. Set a Medium-Term Scope 3 GHG Emissions Shr Against For
Reduction Target
7. Recalculate Emissions Baseline to Exclude Shr For Against
Emissions from Material Divestitures
8. Establish Board Committee on Shr Against For
Decarbonization Risk
9. Report on Worker and Community Impact from Shr For Against
Facility Closures and Energy Transitions
10. Report on Racial Equity Audit Shr Against For
11. Report on Tax Practices Shr For Against
12. Independent Chair Shr For Against
--------------------------------------------------------------------------------------------------------------------------
CONAGRA BRANDS, INC. Agenda Number: 935696736
--------------------------------------------------------------------------------------------------------------------------
Security: 205887102
Meeting Type: Annual
Meeting Date: 21-Sep-2022
Ticker: CAG
ISIN: US2058871029
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Anil Arora Mgmt For For
1b. Election of Director: Thomas K. Brown Mgmt For For
1c. Election of Director: Emanuel Chirico Mgmt For For
1d. Election of Director: Sean M. Connolly Mgmt For For
1e. Election of Director: George Dowdie Mgmt For For
1f. Election of Director: Fran Horowitz Mgmt For For
1g. Election of Director: Richard H. Lenny Mgmt For For
1h. Election of Director: Melissa Lora Mgmt For For
1i. Election of Director: Ruth Ann Marshall Mgmt For For
1j. Election of Director: Denise A. Paulonis Mgmt For For
2. Ratification of the appointment of KPMG LLP Mgmt For For
as our independent auditor for fiscal 2023
3. Advisory approval of our named executive Mgmt For For
officer compensation
4. A Board resolution to amend the Certificate Mgmt For For
of Incorporation to allow shareholders to
act by written consent
5. A shareholder proposal regarding the office Shr Against For
of the Chair and the office of the Chief
Executive Officer
--------------------------------------------------------------------------------------------------------------------------
CVS HEALTH CORPORATION Agenda Number: 935806375
--------------------------------------------------------------------------------------------------------------------------
Security: 126650100
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: CVS
ISIN: US1266501006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Fernando Aguirre Mgmt For For
1b. Election of Director: Jeffrey R. Balser, Mgmt For For
M.D., Ph.D.
1c. Election of Director: C. David Brown II Mgmt For For
1d. Election of Director: Alecia A. DeCoudreaux Mgmt For For
1e. Election of Director: Nancy-Ann M. DeParle Mgmt For For
1f. Election of Director: Roger N. Farah Mgmt For For
1g. Election of Director: Anne M. Finucane Mgmt For For
1h. Election of Director: Edward J. Ludwig Mgmt For For
1i. Election of Director: Karen S. Lynch Mgmt For For
1j. Election of Director: Jean-Pierre Millon Mgmt For For
1k. Election of Director: Mary L. Schapiro Mgmt For For
2. Ratification of the Appointment of Our Mgmt For For
Independent Registered Public Accounting
Firm for 2023
3. Say on Pay, a Proposal to Approve, on an Mgmt Against Against
Advisory Basis, the Company's Executive
Compensation
4. Proposal to Recommend, on an Advisory Mgmt 1 Year For
Basis, the Frequency of Advisory Votes on
Executive Compensation Votes
5. Stockholder Proposal Requesting Paid Sick Shr For Against
Leave for All Employees
6. Stockholder Proposal for Reducing our Shr Against For
Ownership Threshold to Request a Special
Stockholder Meeting
7. Stockholder Proposal Regarding "Fair Shr For Against
Elections" and Requiring Stockholder
Approval of Certain Types of By-law
Amendments
8. Stockholder Proposal Requesting a Report on Shr For Against
a "Worker Rights Assessment"
9. Stockholder Proposal to Prevent Company Shr Against For
Directors from Simultaneously Sitting on
the Boards of Directors of Any Other
Company
--------------------------------------------------------------------------------------------------------------------------
DOLLAR GENERAL CORPORATION Agenda Number: 935821137
--------------------------------------------------------------------------------------------------------------------------
Security: 256677105
Meeting Type: Annual
Meeting Date: 31-May-2023
Ticker: DG
ISIN: US2566771059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Warren F. Bryant Mgmt For For
1b. Election of Director: Michael M. Calbert Mgmt For For
1c. Election of Director: Ana M. Chadwick Mgmt For For
1d. Election of Director: Patricia D. Mgmt For For
Fili-Krushel
1e. Election of Director: Timothy I. McGuire Mgmt For For
1f. Election of Director: Jeffery C. Owen Mgmt For For
1g. Election of Director: Debra A. Sandler Mgmt Against Against
1h. Election of Director: Ralph E. Santana Mgmt For For
1i. Election of Director: Todd J. Vasos Mgmt For For
2. To approve, on an advisory (non-binding) Mgmt For For
basis, the resolution regarding the
compensation of Dollar General
Corporation's named executive officers as
disclosed in the proxy statement
3. To recommend, on an advisory (non-binding) Mgmt 1 Year For
basis, the frequency of future advisory
votes on Dollar General Corporation's named
executive officer compensation.
4. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Dollar General Corporation's
independent registered public accounting
firm for fiscal 2023.
5. To vote on a shareholder proposal regarding Shr For Against
cage-free eggs progress disclosure.
6. To vote on a shareholder proposal to take Shr For Against
steps to amend Dollar General Corporation's
governing documents to remove the one-year
holding period requirement to call a
special shareholder meeting
7. To vote on a shareholder proposal Shr For Against
requesting a worker safety and well-being
audit and report.
--------------------------------------------------------------------------------------------------------------------------
GLOBAL PAYMENTS INC. Agenda Number: 935777093
--------------------------------------------------------------------------------------------------------------------------
Security: 37940X102
Meeting Type: Annual
Meeting Date: 27-Apr-2023
Ticker: GPN
ISIN: US37940X1028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: F. Thaddeus Arroyo Mgmt For For
1b. Election of Director: Robert H.B. Baldwin, Mgmt For For
Jr.
1c. Election of Director: John G. Bruno Mgmt For For
1d. Election of Director: Joia M. Johnson Mgmt For For
1e. Election of Director: Ruth Ann Marshall Mgmt For For
1f. Election of Director: Connie D. McDaniel Mgmt For For
1g. Election of Director: Joseph H. Osnoss Mgmt Against Against
1h. Election of Director: William B. Plummer Mgmt For For
1i. Election of Director: Jeffrey S. Sloan Mgmt For For
1j. Election of Director: John T. Turner Mgmt For For
1k. Election of Director: M. Troy Woods Mgmt For For
2. Approval, on an advisory basis, of the Mgmt Against Against
compensation of our named executive
officers for 2022.
3. Approval, on an advisory basis, of the Mgmt 1 Year For
frequency of the advisory vote on executive
compensation.
4. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as our independent registered
public accounting firm for the year ending
December 31, 2023.
5. Advisory shareholder proposal on Shr For Against
shareholder ratification of termination
pay.
--------------------------------------------------------------------------------------------------------------------------
JOHNSON & JOHNSON Agenda Number: 935776813
--------------------------------------------------------------------------------------------------------------------------
Security: 478160104
Meeting Type: Annual
Meeting Date: 27-Apr-2023
Ticker: JNJ
ISIN: US4781601046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Darius Adamczyk Mgmt For For
1b. Election of Director: Mary C. Beckerle Mgmt For For
1c. Election of Director: D. Scott Davis Mgmt For For
1d. Election of Director: Jennifer A. Doudna Mgmt For For
1e. Election of Director: Joaquin Duato Mgmt For For
1f. Election of Director: Marillyn A. Hewson Mgmt For For
1g. Election of Director: Paula A. Johnson Mgmt For For
1h. Election of Director: Hubert Joly Mgmt For For
1I. Election of Director: Mark B. McClellan Mgmt For For
1j. Election of Director: Anne M. Mulcahy Mgmt For For
1k. Election of Director: Mark A. Weinberger Mgmt For For
1l. Election of Director: Nadja Y. West Mgmt For For
2. Advisory Vote to Approve Named Executive Mgmt For For
Officer Compensation
3. Advisory Vote on the Frequency of Voting to Mgmt 1 Year For
Approve Named Executive Officer
Compensation
4. Ratification of Appointment of Mgmt For For
PricewaterhouseCoopers LLP as the
Independent Registered Public Accounting
Firm
5. Proposal Withdrawn (Federal Securities Laws Shr Abstain
Mandatory Arbitration Bylaw)
6. Vaccine Pricing Report Shr Against For
7. Executive Compensation Adjustment Policy Shr Abstain Against
8. Impact of Extended Patent Exclusivities on Shr Against For
Product Access
--------------------------------------------------------------------------------------------------------------------------
LOWE'S COMPANIES, INC. Agenda Number: 935817190
--------------------------------------------------------------------------------------------------------------------------
Security: 548661107
Meeting Type: Annual
Meeting Date: 26-May-2023
Ticker: LOW
ISIN: US5486611073
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Raul Alvarez Mgmt Withheld Against
David H. Batchelder Mgmt For For
Scott H. Baxter Mgmt For For
Sandra B. Cochran Mgmt For For
Laurie Z. Douglas Mgmt For For
Richard W. Dreiling Mgmt For For
Marvin R. Ellison Mgmt For For
Daniel J. Heinrich Mgmt For For
Brian C. Rogers Mgmt For For
Bertram L. Scott Mgmt Withheld Against
Colleen Taylor Mgmt For For
Mary Beth West Mgmt For For
2. Advisory vote to approve the Company's Mgmt For For
named executive officer compensation in
fiscal 2022.
3. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes to approve the Company's
named executive officer compensation.
4. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the Company's independent
registered public accounting firm for
fiscal 2023.
5. Shareholder proposal requesting an Shr For Against
independent board chairman.
--------------------------------------------------------------------------------------------------------------------------
MARSH & MCLENNAN COMPANIES, INC. Agenda Number: 935801541
--------------------------------------------------------------------------------------------------------------------------
Security: 571748102
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: MMC
ISIN: US5717481023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Anthony K. Anderson Mgmt Against Against
1b. Election of Director: John Q. Doyle Mgmt For For
1c. Election of Director: Hafize Gaye Erkan Mgmt For For
1d. Election of Director: Oscar Fanjul Mgmt For For
1e. Election of Director: H. Edward Hanway Mgmt For For
1f. Election of Director: Judith Hartmann Mgmt For For
1g. Election of Director: Deborah C. Hopkins Mgmt Against Against
1h. Election of Director: Tamara Ingram Mgmt Against Against
1i. Election of Director: Jane H. Lute Mgmt For For
1j. Election of Director: Steven A. Mills Mgmt For For
1k. Election of Director: Bruce P. Nolop Mgmt For For
1l. Election of Director: Morton O. Schapiro Mgmt For For
1m. Election of Director: Lloyd M. Yates Mgmt For For
1n. Election of Director: Ray G. Young Mgmt For For
2. Advisory (Nonbinding) Vote to Approve Named Mgmt For For
Executive Officer Compensation
3. Advisory (Nonbinding) Vote on the Frequency Mgmt 1 Year For
of Future Votes on Named Executive Officer
Compensation
4. Ratification of Selection of Independent Mgmt For For
Registered Public Accounting Firm
--------------------------------------------------------------------------------------------------------------------------
MEDTRONIC PLC Agenda Number: 935723610
--------------------------------------------------------------------------------------------------------------------------
Security: G5960L103
Meeting Type: Annual
Meeting Date: 08-Dec-2022
Ticker: MDT
ISIN: IE00BTN1Y115
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Richard H.
Anderson
1b. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Craig
Arnold
1c. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Scott C.
Donnelly
1d. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Lidia L.
Fonseca
1e. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Andrea J.
Goldsmith, Ph.D.
1f. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Randall J.
Hogan, III
1g. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Kevin E.
Lofton
1h. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Geoffrey
S. Martha
1i. Election of Director to hold office until Mgmt Against Against
the 2023 Annual General Meeting: Elizabeth
G. Nabel, M.D.
1j. Election of Director to hold office until Mgmt For For
the 2023 Annual General Meeting: Denise M.
O'Leary
1k. Election of Director to hold office until Mgmt Against Against
the 2023 Annual General Meeting: Kendall J.
Powell
2. Ratifying, in a non-binding vote, the Mgmt For For
appointment of PricewaterhouseCoopers LLP
as the Company's independent auditor for
fiscal year 2023 and authorizing, in a
binding vote, the Board of Directors,
acting through the Audit Committee, to set
the auditor's remuneration.
3. Approving, on an advisory basis, the Mgmt For For
Company's executive compensation.
4. Renewing the Board of Directors' authority Mgmt For For
to issue shares under Irish law.
5. Renewing the Board of Directors' authority Mgmt For For
to opt out of pre-emption rights under
Irish law.
6. Authorizing the Company and any subsidiary Mgmt For For
of the Company to make overseas market
purchases of Medtronic ordinary shares.
--------------------------------------------------------------------------------------------------------------------------
MICROCHIP TECHNOLOGY INCORPORATED Agenda Number: 935688943
--------------------------------------------------------------------------------------------------------------------------
Security: 595017104
Meeting Type: Annual
Meeting Date: 23-Aug-2022
Ticker: MCHP
ISIN: US5950171042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Matthew W. Chapman Mgmt For For
1.2 Election of Director: Esther L. Johnson Mgmt Against Against
1.3 Election of Director: Karlton D. Johnson Mgmt For For
1.4 Election of Director: Wade F. Meyercord Mgmt For For
1.5 Election of Director: Ganesh Moorthy Mgmt For For
1.6 Election of Director: Karen M. Rapp Mgmt For For
1.7 Election of Director: Steve Sanghi Mgmt For For
2. Proposal to ratify the appointment of Ernst Mgmt For For
& Young LLP as the independent registered
public accounting firm of Microchip for the
fiscal year ending March 31, 2023.
3. Proposal to approve, on an advisory Mgmt For For
(non-binding) basis, the compensation of
our named executives.
--------------------------------------------------------------------------------------------------------------------------
MONDELEZ INTERNATIONAL, INC. Agenda Number: 935809357
--------------------------------------------------------------------------------------------------------------------------
Security: 609207105
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: MDLZ
ISIN: US6092071058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Lewis W.K. Booth Mgmt For For
1b. Election of Director: Charles E. Bunch Mgmt Against Against
1c. Election of Director: Ertharin Cousin Mgmt For For
1d. Election of Director: Jorge S. Mesquita Mgmt For For
1e. Election of Director: Anindita Mukherjee Mgmt For For
1f. Election of Director: Jane Hamilton Nielsen Mgmt For For
1g. Election of Director: Patrick T. Siewert Mgmt For For
1h. Election of Director: Michael A. Todman Mgmt Against Against
1i. Election of Director: Dirk Van de Put Mgmt For For
2. Advisory Vote to Approve Executive Mgmt For For
Compensation.
3. Advisory Vote on the Frequency of Future Mgmt 1 Year For
Votes to Approve Executive Compensation.
4. Ratification of the Selection of Mgmt For For
PricewaterhouseCoopers LLP as Independent
Registered Public Accountants for Fiscal
Year Ending December 31, 2023.
5. Require Independent Chair of the Board. Shr Against For
6. Publish Annual Benchmarks for Achieving Shr Against For
Company's 2025 Cage-Free Egg Goal.
7. Adopt Public Targets to Eradicate Child Shr Against For
Labor in Cocoa Supply Chain
--------------------------------------------------------------------------------------------------------------------------
PERRIGO COMPANY PLC Agenda Number: 935788464
--------------------------------------------------------------------------------------------------------------------------
Security: G97822103
Meeting Type: Annual
Meeting Date: 04-May-2023
Ticker: PRGO
ISIN: IE00BGH1M568
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director to hold office until Mgmt For For
the 2024 Annual General Meeting: Bradley A.
Alford
1B. Election of Director to hold office until Mgmt Against Against
the 2024 Annual General Meeting: Orlando D.
Ashford
1C. Election of Director to hold office until Mgmt For For
the 2024 Annual General Meeting: Katherine
C. Doyle
1D. Election of Director to hold office until Mgmt Against Against
the 2024 Annual General Meeting: Adriana
Karaboutis
1E. Election of Director to hold office until Mgmt For For
the 2024 Annual General Meeting: Murray S.
Kessler
1F. Election of Director to hold office until Mgmt For For
the 2024 Annual General Meeting: Jeffrey B.
Kindler
1G. Election of Director to hold office until Mgmt Against Against
the 2024 Annual General Meeting: Erica L.
Mann
1H. Election of Director to hold office until Mgmt For For
the 2024 Annual General Meeting: Albert A.
Manzone
1I. Election of Director to hold office until Mgmt For For
the 2024 Annual General Meeting: Donal
O'Connor
1J. Election of Director to hold office until Mgmt Against Against
the 2024 Annual General Meeting: Geoffrey
M. Parker
2. Ratify, in a non-binding advisory vote, the Mgmt For For
appointment of Ernst & Young LLP as the
Company's independent auditor, and
authorize, in a binding vote, the Board of
Directors, acting through the Audit
Committee, to fix the remuneration of the
auditor
3. Advisory vote on executive compensation Mgmt Against Against
4. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation
5. Renew the Board's authority to issue shares Mgmt For For
under Irish law
6. Renew the Board's authority to opt-out of Mgmt For For
statutory pre-emption rights under Irish
law
7. Approve the creation of distributable Mgmt For For
reserves by reducing some or all of the
Company's share premium
--------------------------------------------------------------------------------------------------------------------------
PHILIP MORRIS INTERNATIONAL INC. Agenda Number: 935785040
--------------------------------------------------------------------------------------------------------------------------
Security: 718172109
Meeting Type: Annual
Meeting Date: 03-May-2023
Ticker: PM
ISIN: US7181721090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Brant Bonin Bough Mgmt For For
1b. Election of Director: Andre Calantzopoulos Mgmt For For
1c. Election of Director: Michel Combes Mgmt For For
1d. Election of Director: Juan Jose Daboub Mgmt For For
1e. Election of Director: Werner Geissler Mgmt For For
1f. Election of Director: Lisa A. Hook Mgmt Against Against
1g. Election of Director: Jun Makihara Mgmt For For
1h. Election of Director: Kalpana Morparia Mgmt Against Against
1i. Election of Director: Jacek Olczak Mgmt For For
1j. Election of Director: Robert B. Polet Mgmt For For
1k. Election of Director: Dessislava Temperley Mgmt Against Against
1l. Election of Director: Shlomo Yanai Mgmt For For
2. Advisory Vote Approving Executive Mgmt For For
Compensation
3. Advisory Vote on the Frequency of Future Mgmt 1 Year For
Say-On-Pay Votes, with the Board of
Directors Recommending a Say-On-Pay Vote
4. Ratification of the Selection of Mgmt For For
Independent Auditors
5. Shareholder Proposal to make nicotine level Shr Against For
information available to customers and
begin reducing nicotine levels
--------------------------------------------------------------------------------------------------------------------------
ROSS STORES, INC. Agenda Number: 935801539
--------------------------------------------------------------------------------------------------------------------------
Security: 778296103
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: ROST
ISIN: US7782961038
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: K. Gunnar Bjorklund Mgmt For For
1b. Election of Director: Michael J. Bush Mgmt For For
1c. Election of Director: Edward G. Cannizzaro Mgmt For For
1d. Election of Director: Sharon D. Garrett Mgmt For For
1e. Election of Director: Michael J. Hartshorn Mgmt For For
1f. Election of Director: Stephen D. Milligan Mgmt For For
1g. Election of Director: Patricia H. Mueller Mgmt For For
1h. Election of Director: George P. Orban Mgmt Against Against
1i. Election of Director: Larree M. Renda Mgmt For For
1j. Election of Director: Barbara Rentler Mgmt For For
1k. Election of Director: Doniel N. Sutton Mgmt For For
2. Advisory vote to approve the resolution on Mgmt For For
the compensation of the named executive
officers.
3. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation.
4. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as the Company's independent
registered public accounting firm for the
fiscal year ending February 3, 2024.
--------------------------------------------------------------------------------------------------------------------------
STATE STREET CORPORATION Agenda Number: 935809155
--------------------------------------------------------------------------------------------------------------------------
Security: 857477103
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: STT
ISIN: US8574771031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: P. de Saint-Aignan Mgmt For For
1b. Election of Director: M. Chandoha Mgmt For For
1c. Election of Director: D. DeMaio Mgmt For For
1d. Election of Director: A. Fawcett Mgmt For For
1e. Election of Director: W. Freda Mgmt For For
1f. Election of Director: S. Mathew Mgmt Against Against
1g. Election of Director: W. Meaney Mgmt For For
1h. Election of Director: R. O'Hanley Mgmt For For
1i. Election of Director: S. O'Sullivan Mgmt For For
1j. Election of Director: J. Portalatin Mgmt For For
1k. Election of Director: J. Rhea Mgmt For For
1l. Election of Director: G. Summe Mgmt Against Against
2. To approve an advisory proposal on Mgmt Against Against
executive compensation.
3. To recommend, by advisory vote, the Mgmt 1 Year For
frequency of future advisory votes on
executive compensation.
4. To approve the Amended and Restated 2017 Mgmt For For
Stock Incentive Plan.
5. To ratify the selection of Ernst & Young Mgmt For For
LLP as State Street's independent
registered public accounting firm for the
year ending December 31, 2023.
6. Shareholder proposal relating to asset Shr Against For
management stewardship practices, if
properly presented.
--------------------------------------------------------------------------------------------------------------------------
SYSCO CORPORATION Agenda Number: 935717427
--------------------------------------------------------------------------------------------------------------------------
Security: 871829107
Meeting Type: Annual
Meeting Date: 18-Nov-2022
Ticker: SYY
ISIN: US8718291078
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Daniel J. Brutto Mgmt For For
1b. Election of Director: Ali Dibadj Mgmt For For
1c. Election of Director: Larry C. Glasscock Mgmt For For
1d. Election of Director: Jill M. Golder Mgmt For For
1e. Election of Director: Bradley M. Halverson Mgmt Against Against
1f. Election of Director: John M. Hinshaw Mgmt For For
1g. Election of Director: Kevin P. Hourican Mgmt For For
1h. Election of Director: Hans-Joachim Koerber Mgmt For For
1i. Election of Director: Alison Kenney Paul Mgmt For For
1j. Election of Director: Edward D. Shirley Mgmt Against Against
1k. Election of Director: Sheila G. Talton Mgmt For For
2. To approve, by advisory vote, the Mgmt For For
compensation paid to Sysco's named
executive officers, as disclosed in Sysco's
2022 proxy statement.
3. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Sysco's independent registered
public accounting firm for fiscal 2023.
4. To consider a stockholder proposal, if Shr For Against
properly presented at the meeting, related
to a third party civil rights audit.
5. To consider a stockholder proposal, if Shr Against For
properly presented at the meeting, related
to third party assessments of supply chain
risks.
6. To consider a stockholder proposal, if Shr For For
properly presented at the meeting, related
to a report on the reduction of plastic
packaging use.
--------------------------------------------------------------------------------------------------------------------------
THE COCA-COLA COMPANY Agenda Number: 935776685
--------------------------------------------------------------------------------------------------------------------------
Security: 191216100
Meeting Type: Annual
Meeting Date: 25-Apr-2023
Ticker: KO
ISIN: US1912161007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Herb Allen Mgmt For For
1b. Election of Director: Marc Bolland Mgmt For For
1c. Election of Director: Ana Botin Mgmt For For
1d. Election of Director: Christopher C. Davis Mgmt Against Against
1e. Election of Director: Barry Diller Mgmt Against Against
1f. Election of Director: Carolyn Everson Mgmt For For
1g. Election of Director: Helene D. Gayle Mgmt For For
1h. Election of Director: Alexis M. Herman Mgmt For For
1i. Election of Director: Maria Elena Mgmt For For
Lagomasino
1j. Election of Director: Amity Millhiser Mgmt For For
1k. Election of Director: James Quincey Mgmt For For
1l. Election of Director: Caroline J. Tsay Mgmt For For
1m. Election of Director: David B. Weinberg Mgmt For For
2. Advisory vote to approve executive Mgmt For For
compensation
3. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes to approve executive
compensation
4. Ratify the appointment of Ernst & Young LLP Mgmt For For
as independent Auditors of the Company to
serve for the 2023 fiscal year
5. Shareowner proposal requesting an audit of Shr Against For
the Company's impact on nonwhite
stakeholders
6. Shareowner proposal requesting a global Shr Against For
transparency report
7. Shareowner proposal regarding political Shr Against For
expenditures values alignment
8. Shareowner proposal requesting an Shr Against For
independent Board chair policy
9. Shareowner proposal requesting a report on Shr Against For
risks from state policies restricting
reproductive rights
--------------------------------------------------------------------------------------------------------------------------
THE J. M. SMUCKER COMPANY Agenda Number: 935684351
--------------------------------------------------------------------------------------------------------------------------
Security: 832696405
Meeting Type: Annual
Meeting Date: 17-Aug-2022
Ticker: SJM
ISIN: US8326964058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Directors whose term of office Mgmt For For
will expire in 2023: Susan E.
Chapman-Hughes
1b. Election of Directors whose term of office Mgmt For For
will expire in 2023: Paul J. Dolan
1c. Election of Directors whose term of office Mgmt For For
will expire in 2023: Jay L. Henderson
1d. Election of Directors whose term of office Mgmt For For
will expire in 2023: Jonathan E. Johnson
III
1e. Election of Directors whose term of office Mgmt For For
will expire in 2023: Kirk L. Perry
1f. Election of Directors whose term of office Mgmt For For
will expire in 2023: Sandra Pianalto
1g. Election of Directors whose term of office Mgmt For For
will expire in 2023: Alex Shumate
1h. Election of Directors whose term of office Mgmt For For
will expire in 2023: Mark T. Smucker
1i. Election of Directors whose term of office Mgmt For For
will expire in 2023: Richard K. Smucker
1j. Election of Directors whose term of office Mgmt For For
will expire in 2023: Jodi L. Taylor
1k. Election of Directors whose term of office Mgmt For For
will expire in 2023: Dawn C. Willoughby
2. Ratification of appointment of Ernst & Mgmt For For
Young LLP as the Company's Independent
Registered Public Accounting Firm for the
2023 fiscal year.
3. Advisory approval of the Company's Mgmt For For
executive compensation.
4. Adoption of amendments to the Company's Mgmt For For
Amended Articles of Incorporation to
eliminate the time phased voting
provisions.
--------------------------------------------------------------------------------------------------------------------------
THE WALT DISNEY COMPANY Agenda Number: 935766595
--------------------------------------------------------------------------------------------------------------------------
Security: 254687106
Meeting Type: Annual
Meeting Date: 03-Apr-2023
Ticker: DIS
ISIN: US2546871060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Mary T. Barra Mgmt For For
1b. Election of Director: Safra A. Catz Mgmt For For
1c. Election of Director: Amy L. Chang Mgmt For For
1d. Election of Director: Francis A. deSouza Mgmt For For
1e. Election of Director: Carolyn N. Everson Mgmt For For
1f. Election of Director: Michael B.G. Froman Mgmt For For
1g. Election of Director: Robert A. Iger Mgmt For For
1h. Election of Director: Maria Elena Mgmt For For
Lagomasino
1i. Election of Director: Calvin R. McDonald Mgmt For For
1j. Election of Director: Mark G. Parker Mgmt For For
1k. Election of Director: Derica W. Rice Mgmt Against Against
2. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accountants
for fiscal 2023.
3. Consideration of an advisory vote to Mgmt Against Against
approve executive compensation.
4. Consideration of an advisory vote on the Mgmt 1 Year For
frequency of advisory votes on executive
compensation.
5. Shareholder proposal, if properly presented Shr Against For
at the meeting, requesting a report on
operations related to China.
6. Shareholder proposal, if properly presented Shr Against For
at the meeting, requesting charitable
contributions disclosure.
7. Shareholder proposal, if properly presented Shr Against For
at the meeting, requesting a political
expenditures report.
--------------------------------------------------------------------------------------------------------------------------
THERMO FISHER SCIENTIFIC INC. Agenda Number: 935803709
--------------------------------------------------------------------------------------------------------------------------
Security: 883556102
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: TMO
ISIN: US8835561023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Marc N. Casper Mgmt For For
1b. Election of Director: Nelson J. Chai Mgmt For For
1c. Election of Director: Ruby R. Chandy Mgmt For For
1d. Election of Director: C. Martin Harris Mgmt Against Against
1e. Election of Director: Tyler Jacks Mgmt For For
1f. Election of Director: R. Alexandra Keith Mgmt For For
1g. Election of Director: James C. Mullen Mgmt For For
1h. Election of Director: Lars R. Sorensen Mgmt For For
1i. Election of Director: Debora L. Spar Mgmt For For
1j. Election of Director: Scott M. Sperling Mgmt For For
1k. Election of Director: Dion J. Weisler Mgmt For For
2. An advisory vote to approve named executive Mgmt For For
officer compensation.
3. An advisory vote on the frequency of future Mgmt 1 Year For
named executive officer advisory votes.
4. Ratification of the Audit Committee's Mgmt For For
selection of PricewaterhouseCoopers LLP as
the Company's independent auditors for
2023.
5. Approval of the Company's Amended and Mgmt For For
Restated 2013 Stock Incentive Plan.
6. Approval of the Company's 2023 Global Mgmt For For
Employee Stock Purchase Plan.
--------------------------------------------------------------------------------------------------------------------------
U.S. BANCORP Agenda Number: 935771914
--------------------------------------------------------------------------------------------------------------------------
Security: 902973304
Meeting Type: Annual
Meeting Date: 18-Apr-2023
Ticker: USB
ISIN: US9029733048
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Warner L. Baxter Mgmt For For
1b. Election of Director: Dorothy J. Bridges Mgmt For For
1c. Election of Director: Elizabeth L. Buse Mgmt For For
1d. Election of Director: Andrew Cecere Mgmt For For
1e. Election of Director: Alan B. Colberg Mgmt For For
1f. Election of Director: Kimberly N. Mgmt For For
Ellison-Taylor
1g Election of Director: Kimberly J. Harris Mgmt For For
1h. Election of Director: Roland A. Hernandez Mgmt For For
1i. Election of Director: Richard P. McKenney Mgmt For For
1j. Election of Director: Yusuf I. Mehdi Mgmt For For
1k. Election of Director: Loretta E. Reynolds Mgmt For For
1l. Election of Director: John P. Wiehoff Mgmt For For
1m. Election of Director: Scott W. Wine Mgmt For For
2. An advisory vote to approve the Mgmt For For
compensation of our executives disclosed in
the proxy statement.
3. An advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation.
4. The ratification of the selection of Ernst Mgmt For For
& Young LLP as our independent auditor for
the 2023 fiscal year.
--------------------------------------------------------------------------------------------------------------------------
UNITED PARCEL SERVICE, INC. Agenda Number: 935783894
--------------------------------------------------------------------------------------------------------------------------
Security: 911312106
Meeting Type: Annual
Meeting Date: 04-May-2023
Ticker: UPS
ISIN: US9113121068
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to serve until 2024 Mgmt For For
annual meeting: Carol B. Tome
1b. Election of Director to serve until 2024 Mgmt Against Against
annual meeting: Rodney C. Adkins
1c. Election of Director to serve until 2024 Mgmt For For
annual meeting: Eva C. Boratto
1d. Election of Director to serve until 2024 Mgmt For For
annual meeting: Michael J. Burns
1e. Election of Director to serve until 2024 Mgmt For For
annual meeting: Wayne M. Hewett
1f. Election of Director to serve until 2024 Mgmt For For
annual meeting: Angela Hwang
1g. Election of Director to serve until 2024 Mgmt For For
annual meeting: Kate E. Johnson
1h. Election of Director to serve until 2024 Mgmt Against Against
annual meeting: William R. Johnson
1i. Election of Director to serve until 2024 Mgmt For For
annual meeting: Franck J. Moison
1j. Election of Director to serve until 2024 Mgmt For For
annual meeting: Christiana Smith Shi
1k. Election of Director to serve until 2024 Mgmt For For
annual meeting: Russell Stokes
1l. Election of Director to serve until 2024 Mgmt For For
annual meeting: Kevin Warsh
2. To approve on an advisory basis named Mgmt Against Against
executive officer compensation.
3. To approve on an advisory basis the Mgmt 1 Year For
frequency of future advisory votes on named
executive officer compensation.
4. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as UPS's independent registered
public accounting firm for the year ending
December 31, 2023.
5. To reduce the voting power of UPS class A Shr For Against
stock from 10 votes per share to one vote
per share.
6. To adopt independently verified Shr For Against
science-based greenhouse gas emissions
reduction targets.
7. To prepare a report on integrating GHG Shr For Against
emissions reductions targets into executive
compensation.
8. To prepare a report on addressing the Shr For Against
impact of UPS's climate change strategy on
relevant stakeholders consistent with the
"Just Transition" guidelines.
9. To prepare a report on risks or costs Shr For Against
caused by state policies restricting
reproductive rights.
10. To prepare a report on the impact of UPS's Shr For Against
DE&I policies on civil rights,
non-discrimination and returns to merit,
and the company's business.
11. To prepare an annual report on the Shr For Against
effectiveness of UPS's diversity, equity
and inclusion efforts.
--------------------------------------------------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED Agenda Number: 935835237
--------------------------------------------------------------------------------------------------------------------------
Security: 91324P102
Meeting Type: Annual
Meeting Date: 05-Jun-2023
Ticker: UNH
ISIN: US91324P1021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Timothy Flynn Mgmt For For
1b. Election of Director: Paul Garcia Mgmt For For
1c. Election of Director: Kristen Gil Mgmt For For
1d. Election of Director: Stephen Hemsley Mgmt For For
1e. Election of Director: Michele Hooper Mgmt For For
1f. Election of Director: F. William McNabb III Mgmt For For
1g. Election of Director: Valerie Montgomery Mgmt For For
Rice, M.D.
1h. Election of Director: John Noseworthy, M.D. Mgmt For For
1i. Election of Director: Andrew Witty Mgmt For For
2. Advisory approval of the Company's Mgmt For For
executive compensation.
3. Advisory approval of the frequency of Mgmt 1 Year For
holding future say-on-pay votes.
4. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the independent registered
public accounting firm for the Company for
the year ending December 31, 2023.
5. If properly presented at the 2023 Annual Shr For Against
Meeting of Shareholders, the shareholder
proposal seeking a third-party racial
equity audit.
6. If properly presented at the 2023 Annual Shr Against For
Meeting of Shareholders, the shareholder
proposal requiring a political
contributions congruency report.
7. If properly presented at the 2023 Annual Shr Against For
Meeting of Shareholders, the shareholder
proposal seeking shareholder ratification
of termination pay.
--------------------------------------------------------------------------------------------------------------------------
W.W. GRAINGER, INC. Agenda Number: 935780761
--------------------------------------------------------------------------------------------------------------------------
Security: 384802104
Meeting Type: Annual
Meeting Date: 26-Apr-2023
Ticker: GWW
ISIN: US3848021040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Rodney C. Adkins Mgmt Against Against
1b. Election of Director: V. Ann Hailey Mgmt For For
1c. Election of Director: Katherine D. Jaspon Mgmt For For
1d. Election of Director: Stuart L. Levenick Mgmt For For
1e. Election of Director: D.G. Macpherson Mgmt For For
1f. Election of Director: Neil S. Novich Mgmt For For
1g. Election of Director: Beatriz R. Perez Mgmt Against Against
1h. Election of Director: E. Scott Santi Mgmt For For
1i. Election of Director: Susan Slavik Williams Mgmt For For
1j. Election of Director: Lucas E. Watson Mgmt For For
1k. Election of Director: Steven A. White Mgmt For For
2. Proposal to ratify the appointment of Ernst Mgmt For For
& Young LLP as independent auditor for the
year ending December 31, 2023.
3. Say on Pay proposal to approve on a Mgmt For For
non-binding advisory basis the compensation
of W.W. Grainger, Inc.'s Named Executive
Officers.
4. Say When on Pay proposal to select on a Mgmt 1 Year For
non-binding advisory basis the frequency of
the advisory vote on compensation of W.W.
Grainger, Inc.'s Named Executive Officers.
* Management position unknown
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) Managed Portfolio Series
By (Signature) /s/ Brian R Wiedmeyer
Name Brian R Wiedmeyer
Title President
Date 08/23/2023