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: 811-3445
NAME OF REGISTRANT: The Merger Fund
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: Westchester Capital Management,
LLC
100 Summit Lake Drive
Valhalla, NY 10595
NAME AND ADDRESS OF AGENT FOR SERVICE: Bruce Rubin
The Merger Fund
100 Summit Lake Drive
Valhalla, NY 10595
REGISTRANT'S TELEPHONE NUMBER: (914)741-5600
DATE OF FISCAL YEAR END: 12/31
DATE OF REPORTING PERIOD: 07/01/2017 - 06/30/2018
THE MERGER FUND
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AETNA INC. Agenda Number: 934728227
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Security: 00817Y108
Meeting Type: Special
Meeting Date: 13-Mar-2018
Ticker: AET
ISIN: US00817Y1082
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve and adopt the Agreement and Plan Mgmt For For
of Merger, dated as of December 3, 2017, as
it may be amended from time to time, among
CVS Health Corporation, Hudson Merger Sub
Corp. and Aetna Inc. (the "merger
agreement").
2. To approve the adjournment from time to Mgmt For For
time of the Special Meeting of Shareholders
of Aetna Inc. if necessary to solicit
additional proxies if there are not
sufficient votes to approve and adopt the
merger agreement at the time of the Special
Meeting of Shareholders of Aetna Inc. or
any adjournment or postponement thereof.
3. To approve, on an advisory (non-binding) Mgmt For For
basis, the compensation that will or may be
paid or provided by Aetna Inc. to its named
executive officers in connection with the
merger of Hudson Merger Sub Corp. with and
into Aetna Inc.
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AETNA INC. Agenda Number: 934766924
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Security: 00817Y108
Meeting Type: Annual
Meeting Date: 18-May-2018
Ticker: AET
ISIN: US00817Y1082
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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: Mark T. Bertolini Mgmt For For
1c. Election of Director: Frank M. Clark Mgmt For For
1d. Election of Director: Molly J. Coye, M.D. Mgmt For For
1e. Election of Director: Roger N. Farah Mgmt For For
1f. Election of Director: Jeffrey E. Garten Mgmt For For
1g. Election of Director: Ellen M. Hancock Mgmt For For
1h. Election of Director: Richard J. Harrington Mgmt For For
1i. Election of Director: Edward J. Ludwig Mgmt For For
1j. Election of Director: Olympia J. Snowe Mgmt For For
2. Company Proposal - Approval of the Mgmt For For
Appointment of the Independent Registered
Public Accounting Firm for 2018
3. Company Proposal - Approval of the Mgmt For For
Company's Executive Compensation on a
Non-Binding Advisory Basis
4A. Shareholder Proposal - Annual Report on Shr Against For
Direct and Indirect Lobbying
4B. Shareholder Proposal - Special Shareholder Shr For Against
Meeting Vote Threshold
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ALERE INC. Agenda Number: 934647821
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Security: 01449J105
Meeting Type: Special
Meeting Date: 07-Jul-2017
Ticker: ALR
ISIN: US01449J1051
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For
DATED AS OF JANUARY 30, 2016 (THE "ORIGINAL
MERGER AGREEMENT"), AS AMENDED BY THE
AMENDMENT TO AGREEMENT AND PLAN OF MERGER,
DATED AS OF APRIL 13, 2017 (THE "MERGER
AGREEMENT AMENDMENT") BY AND AMONG ABBOTT
LABORATORIES, AN ILLINOIS CORPORATION,
ALERE INC., A ...(DUE TO SPACE LIMITS, SEE
PROXY STATEMENT FOR FULL PROPOSAL).
2. TO APPROVE, BY NON-BINDING ADVISORY VOTE, Mgmt For For
THE COMPENSATION THAT MAY BE PAID OR MAY
BECOME PAYABLE TO ALERE INC.S NAMED
EXECUTIVE OFFICERS IN CONNECTION WITH, OR
FOLLOWING, THE CONSUMMATION OF THE MERGER
CONTEMPLATED BY THE MERGER AGREEMENT.
3. TO APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt For For
MEETING TO A LATER DATE OR TIME, IF
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF TO ADOPT THE MERGER
AGREEMENT.
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ALLIANCE HOLDINGS GP, L.P. Agenda Number: 934816262
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Security: 01861G100
Meeting Type: Consent
Meeting Date: 29-May-2018
Ticker: AHGP
ISIN: US01861G1004
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adoption of the Simplification Agreement, Mgmt For For
dated as of February 22, 2018, by and among
AHGP, AGP, certain subsidiaries of AHGP and
AGP, Alliance Resource Partners, L.P.,
Alliance Resource Management GP, LLC, and
Alliance Resource GP, LLC (the
"Simplification Agreement"), and thereby
approval and adoption of the transactions
contemplated by the Simplification
Agreement, including the merger of Wildcat
GP Merger Sub, LLC, a wholly owned
subsidiary of AGP, with and into AHGP with
AHGP continuing as the surviving entity.
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ALMOST FAMILY, INC. Agenda Number: 934729976
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Security: 020409108
Meeting Type: Special
Meeting Date: 29-Mar-2018
Ticker: AFAM
ISIN: US0204091088
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of November 15, 2017 (the "merger
agreement"), by and among LHC, Inc.
("LHC"), Almost Family and Hammer Merger
Sub, Inc., a wholly owned subsidiary of
LHC.
2. To approve, on a non-binding advisory Mgmt For For
basis, specific compensatory arrangements
relating to the merger between Almost
Family and its named executive officers.
3. To approve any motion to adjourn the Almost Mgmt For For
Family special meeting, if necessary or
appropriate, to solicit additional proxies
if there are not sufficient votes to adopt
the merger agreement.
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ALTABA INC. Agenda Number: 934677874
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Security: 021346101
Meeting Type: Annual
Meeting Date: 24-Oct-2017
Ticker: AABA
ISIN: US0213461017
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: TOR R. BRAHAM Mgmt Split 99% For 1% Against Split
1.2 ELECTION OF DIRECTOR: ERIC K. BRANDT Mgmt Split 98% For 2% Against Split
1.3 ELECTION OF DIRECTOR: CATHERINE J. FRIEDMAN Mgmt Split 99% For 1% Against Split
1.4 ELECTION OF DIRECTOR: RICHARD L. KAUFFMAN Mgmt Split 99% For 1% Against Split
1.5 ELECTION OF DIRECTOR: THOMAS J. MCINERNEY Mgmt Split 83% For 17% Against Split
2. TO APPROVE A NEW INVESTMENT ADVISORY Mgmt For For
AGREEMENT BETWEEN THE FUND AND BLACKROCK
ADVISORS LLC.
3. TO APPROVE A NEW INVESTMENT ADVISORY Mgmt For For
AGREEMENT BETWEEN THE FUND AND MORGAN
STANLEY SMITH BARNEY LLC.
4. TO RATIFY THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE FUND'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
5. TO APPROVE A LONG-TERM DEFERRED Mgmt Split 89% For 11% Against Split
COMPENSATION INCENTIVE PLAN FOR THE FUND'S
MANAGEMENT AND DIRECTORS.
6. TO VOTE UPON A STOCKHOLDER PROPOSAL Shr Split 39% For 61% Against Split
REGARDING STOCKHOLDER ACTION BY WRITTEN
CONSENT.
7. TO VOTE UPON A STOCKHOLDER PROPOSAL Shr Split 1% For 98% Against 1% AbstainSplit
REGARDING THE YAHOO HUMAN RIGHTS FUND.
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AVISTA HEALTHCARE PUBLIC ACQ. CORP. Agenda Number: 934839474
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Security: G0726L125
Meeting Type: Annual
Meeting Date: 28-Jun-2018
Ticker: AHPA
ISIN: KYG0726L1251
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
2. Ratify the selection of Marcum LLP as the Mgmt For For
independent auditors of the Company for
2018.
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C. R. BARD, INC. Agenda Number: 934656363
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Security: 067383109
Meeting Type: Special
Meeting Date: 08-Aug-2017
Ticker: BCR
ISIN: US0673831097
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO APPROVE THE AGREEMENT AND PLAN OF Mgmt For For
MERGER, DATED AS OF APRIL 23, 2017, AS IT
MAY BE AMENDED FROM TIME TO TIME (THE
"MERGER AGREEMENT"), BY AND AMONG C. R.
BARD, INC., A NEW JERSEY CORPORATION (THE
"COMPANY"), BECTON, DICKINSON AND COMPANY,
A NEW JERSEY CORPORATION, AND LAMBDA CORP.,
A NEW JERSEY CORPORATION AND WHOLLY OWNED
SUBSIDIARY OF BECTON, DICKINSON AND
COMPANY.
2. TO APPROVE BY ADVISORY (NON-BINDING) VOTE, Mgmt For For
CERTAIN COMPENSATION ARRANGEMENTS FOR THE
COMPANY'S NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER CONTEMPLATED BY
THE MERGER AGREEMENT.
3. TO APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt For For
MEETING, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE THE MERGER
AGREEMENT.
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CALATLANTIC GROUP, INC. Agenda Number: 934718694
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Security: 128195104
Meeting Type: Special
Meeting Date: 12-Feb-2018
Ticker: CAA
ISIN: US1281951046
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of October 29, 2017, by and among
CalAtlantic Group, Inc. ("CalAtlantic"),
Lennar Corporation, a Delaware corporation
("Lennar"), and Cheetah Cub Group Corp., a
newly formed Delaware corporation and a
wholly-owned subsidiary of Lennar ("Merger
Sub").
2. To approve, on an advisory (non-binding) Mgmt For For
basis, specified compensatory arrangements
between CalAtlantic and its named executive
officers relating to the proposed merger of
CalAtlantic with and into Merger Sub.
3. To approve one or more proposals to adjourn Mgmt For For
the CalAtlantic special meeting, if
necessary or appropriate, including
adjournments to solicit additional proxies
if there are not sufficient votes to
approve the foregoing proposals.
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CALPINE CORPORATION Agenda Number: 934704873
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Security: 131347304
Meeting Type: Special
Meeting Date: 15-Dec-2017
Ticker: CPN
ISIN: US1313473043
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For
DATED AS OF AUGUST 17, 2017, AS IT MAY BE
AMENDED FROM TIME TO TIME, BY AND AMONG
CALPINE CORPORATION, VOLT PARENT, LP AND
VOLT MERGER SUB, INC.
2 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt For For
MEETING, IF NECESSARY OR ADVISABLE, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO ADOPT THE AGREEMENT AND
PLAN OF MERGER.
3 TO APPROVE, ON AN ADVISORY (NON-BINDING) Mgmt For For
BASIS, THE "GOLDEN PARACHUTE" COMPENSATION
THAT MAY BE PAYABLE TO CALPINE
CORPORATION'S NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE CONSUMMATION OF THE
MERGER.
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CARE CAPITAL PROPERTIES, INC. Agenda Number: 934658785
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Security: 141624106
Meeting Type: Special
Meeting Date: 15-Aug-2017
Ticker: CCP
ISIN: US1416241065
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt Against Against
DATED AS OF MAY 7, 2017 (AS AMENDED FROM
TIME TO TIME, THE "MERGER AGREEMENT"), BY
AND AMONG CARE CAPITAL PROPERTIES, INC.
("CCP"), SABRA HEALTH CARE REIT, INC., PR
SUB, LLC ("MERGER SUB"), CARE CAPITAL
PROPERTIES, LP AND SABRA HEALTH CARE
LIMITED PARTNERSHIP AND APPROVE THE MERGER
OF CCP WITH AND INTO MERGER SUB AND THE
OTHER TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT.
2. TO APPROVE, BY A NON-BINDING ADVISORY VOTE, Mgmt For For
THE COMPENSATION THAT MAY BE PAID OR BECOME
PAYABLE TO CCP'S NAMED EXECUTIVE OFFICERS
THAT IS BASED ON OR OTHERWISE RELATES TO
THE MERGER, AS DISCUSSED IN THE JOINT PROXY
STATEMENT/PROSPECTUS UNDER THE HEADING "THE
MERGER-INTERESTS OF CCP DIRECTORS AND
EXECUTIVE OFFICERS IN THE MERGER,"
INCLUDING THE TABLE ENTITLED "GOLDEN
PARACHUTE COMPENSATION" AND ACCOMPANYING
FOOTNOTES.
3. TO APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt Against Against
MEETING FROM TIME TO TIME, IF NECESSARY OR
APPROPRIATE, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL
TO ADOPT THE MERGER AGREEMENT IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF SUCH
ADJOURNMENT TO APPROVE SUCH PROPOSAL.
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CAVIUM, INC. Agenda Number: 934727100
--------------------------------------------------------------------------------------------------------------------------
Security: 14964U108
Meeting Type: Special
Meeting Date: 16-Mar-2018
Ticker: CAVM
ISIN: US14964U1088
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The adoption of the Agreement and Plan of Mgmt For For
Merger (the Merger Agreement), by and among
Marvell Technology Group Ltd., Kauai
Acquisition Corp. (Merger Sub) and Cavium,
the merger of Merger Sub with and into
Cavium (the Merger) and the other
transactions contemplated by Merger
Agreement (the Merger Proposal).
2. To approve adjournments of the Cavium Mgmt For For
special meeting, if necessary or
appropriate, to permit further solicitation
of proxies if there are not sufficient
votes at the Cavium special meeting to
approve the Merger Proposal.
3. To approve, by non-binding, advisory vote, Mgmt For For
compensation that will or may be paid or
become payable by Cavium to its named
executive officers in connection with the
Merger
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CENTURYLINK, INC. Agenda Number: 934787803
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Security: 156700106
Meeting Type: Annual
Meeting Date: 23-May-2018
Ticker: CTL
ISIN: US1567001060
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Martha H. Bejar Mgmt For For
Virginia Boulet Mgmt For For
Peter C. Brown Mgmt For For
Kevin P. Chilton Mgmt For For
Steven T. Clontz Mgmt For For
T. Michael Glenn Mgmt For For
W. Bruce Hanks Mgmt For For
Mary L. Landrieu Mgmt For For
Harvey P. Perry Mgmt For For
Glen F. Post, III Mgmt For For
Michael J. Roberts Mgmt For For
Laurie A. Siegel Mgmt For For
Jeffrey K. Storey Mgmt For For
2. Ratify the appointment of KPMG LLP as our Mgmt For For
independent auditor for 2018.
3. Approve our 2018 Equity Incentive Plan. Mgmt For For
4. Advisory vote to approve our executive Mgmt For For
compensation.
5a. Shareholder proposal regarding our lobbying Shr Against For
activities.
5b. Shareholder proposal regarding our billing Shr Against For
practices.
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DIGITALGLOBE, INC. Agenda Number: 934653773
--------------------------------------------------------------------------------------------------------------------------
Security: 25389M877
Meeting Type: Special
Meeting Date: 27-Jul-2017
Ticker: DGI
ISIN: US25389M8771
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Mgmt For For
MERGER DATED AS OF FEBRUARY 24, 2017, BY
AND AMONG DIGITALGLOBE, INC., MACDONALD,
DETTWILER AND ASSOCIATES LTD., SSL MDA
HOLDINGS, INC., AND MERLIN MERGER SUB, INC.
2. APPROVE, ON AN ADVISORY (NON-BINDING) Mgmt For For
BASIS, CERTAIN SPECIFIED COMPENSATION THAT
WILL OR MAY BE PAID BY DIGITALGLOBE, INC.
TO ITS NAMED EXECUTIVE OFFICERS THAT IS
BASED ON OR OTHERWISE RELATES TO THE
MERGER.
3. APPROVE ADJOURNMENT OF THE SPECIAL MEETING, Mgmt For For
IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO APPROVE AND
ADOPT THE MERGER AGREEMENT.
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DOWDUPONT INC. Agenda Number: 934741655
--------------------------------------------------------------------------------------------------------------------------
Security: 26078J100
Meeting Type: Annual
Meeting Date: 25-Apr-2018
Ticker: DWDP
ISIN: US26078J1007
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Lamberto Andreotti Mgmt For For
1b. Election of Director: James A. Bell Mgmt For For
1c. Election of Director: Edward D. Breen Mgmt For For
1d. Election of Director: Robert A. Brown Mgmt For For
1e. Election of Director: Alexander M. Cutler Mgmt For For
1f. Election of Director: Jeff M. Fettig Mgmt For For
1g. Election of Director: Marillyn A. Hewson Mgmt For For
1h. Election of Director: Lois D. Juliber Mgmt For For
1i. Election of Director: Andrew N. Liveris Mgmt For For
1j. Election of Director: Raymond J. Milchovich Mgmt For For
1k. Election of Director: Paul Polman Mgmt For For
1l. Election of Director: Dennis H. Reilley Mgmt For For
1m. Election of Director: James M. Ringler Mgmt For For
1n. Election of Director: Ruth G. Shaw Mgmt For For
1o. Election of Director: Lee M. Thomas Mgmt For For
1p. Election of Director: Patrick J. Ward Mgmt For For
2. Advisory Resolution to Approve Executive Mgmt For For
Compensation
3. Advisory Resolution on the Frequency of Mgmt 1 Year For
Future Advisory Votes to Approve Executive
Compensation
4. Ratification of the Appointment of the Mgmt For For
Independent Registered Public Accounting
Firm
5. Elimination of Supermajority Voting Shr For Against
Thresholds
6. Preparation of an Executive Compensation Shr Against For
Report
7. Preparation of a Report on Sustainability Shr Against For
Metrics in Performance-based Pay
8. Preparation of a Report on Investment in Shr Against For
India
9. Modification of Threshold for Calling Shr For Against
Special Stockholder Meetings
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DR PEPPER SNAPPLE GROUP, INC. Agenda Number: 934842229
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Security: 26138E109
Meeting Type: Annual
Meeting Date: 29-Jun-2018
Ticker: DPS
ISIN: US26138E1091
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the issuance of the Company's Mgmt For For
common stock as merger consideration
pursuant to the terms of the merger
agreement, as disclosed in the proxy
statement.
2. To amend the certificate of incorporation Mgmt For For
of the Company, as disclosed in the proxy
statement.
3. To approve an advisory resolution regarding Mgmt For For
the compensation that may become payable to
the Company's Named Executive Officers in
connection with the merger, as disclosed in
the proxy statement.
4. To adjourn the annual meeting, if Mgmt For For
necessary, if a quorum is present, to
solicit additional proxies in the event
there are not sufficient votes at the time
of the annual meeting to approve proposals
1 and 2.
5a. Election of Director: David E. Alexander Mgmt For For
5b. Election of Director: Antonio Carrillo Mgmt For For
5c. Election of Director: Jose M. Gutierrez Mgmt For For
5d. Election of Director: Pamela H. Patsley Mgmt For For
5e. Election of Director: Ronald G. Rogers Mgmt For For
5f. Election of Director: Wayne R. Sanders Mgmt For For
5g. Election of Director: Dunia A. Shive Mgmt For For
5h. Election of Director: M. Anne Szostak Mgmt For For
5i. Election of Director: Larry D. Young Mgmt For For
6. To ratify appointment of Deloitte & Touche Mgmt For For
LLP as our independent registered public
accounting firm for 2018.
7. To approve an advisory resolution regarding Mgmt For For
the compensation of our Named Executive
Officers, as disclosed in the proxy
statement.
8. A stockholder proposal requesting that the Shr Against For
board of directors issue a report on
company-wide efforts to address the risks
related to obesity, including aggressive
quantitative metrics around the reduction
of sugars in its products and development
of healthier product offerings.
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DUPONT FABROS TECHNOLOGY, INC. Agenda Number: 934670630
--------------------------------------------------------------------------------------------------------------------------
Security: 26613Q106
Meeting Type: Special
Meeting Date: 13-Sep-2017
Ticker: DFT
ISIN: US26613Q1067
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO APPROVE THE BUSINESS COMBINATION IN Mgmt For For
WHICH DUPONT FABROS TECHNOLOGY, INC. MERGES
WITH AND INTO PENGUINS REIT SUB, LLC, A
WHOLLY OWNED SUBSIDIARY OF DIGITAL REALTY
TRUST, INC., WITH PENGUINS REIT MERGER SUB,
LLC SURVIVING THE MERGER, IN CONNECTION
WITH THE AGREEMENT AND PLAN OF MERGER,
DATED AS OF ...(DUE TO SPACE LIMITS, SEE
PROXY STATEMENT FOR FULL PROPOSAL).
2. TO APPROVE A NON-BINDING ADVISORY PROPOSAL Mgmt For For
TO APPROVE CERTAIN COMPENSATION THAT MAY BE
PAID OR BECOME PAYABLE TO CERTAIN EXECUTIVE
OFFICERS OF DUPONT FABROS TECHNOLOGY, INC.
IN CONNECTION WITH THE MERGER AGREEMENT AND
THE OTHER TRANSACTIONS CONTEMPLATED
THEREBY.
3. TO APPROVE ONE OR MORE ADJOURNMENTS OF THE Mgmt For For
SPECIAL MEETING TO ANOTHER DATE, TIME OR
PLACE, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE
PROPOSALS TO APPROVE THE BUSINESS
COMBINATION IN WHICH DUPONT FABROS
TECHNOLOGY, INC. MERGES WITH AND INTO
PENGUINS REIT SUB, LLC, ...(DUE TO SPACE
LIMITS, SEE PROXY STATEMENT FOR FULL
PROPOSAL).
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DYNEGY INC. Agenda Number: 934724128
--------------------------------------------------------------------------------------------------------------------------
Security: 26817R108
Meeting Type: Special
Meeting Date: 02-Mar-2018
Ticker: DYN
ISIN: US26817R1086
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adopt the Agreement of Plan and Merger, Mgmt For For
dated as of October 29, 2017 (the "Merger
Agreement"), by and between Vistra Energy
Corp. ("Vistra Energy") and Dynegy Inc.
("Dynegy"), as it may be amended from time
to time, pursuant to which, among other
things, Dynegy will merge with and into
Vistra Energy (the "Merger"), with Vistra
Energy continuing as the surviving
corporation (the "Merger Proposal").
2. Approve a non-binding advisory vote on Mgmt For For
compensation payable to executive officers
of Dynegy in connection with the Merger.
3. Approve the adjournment of the Dynegy Mgmt For For
special meeting, if necessary or
appropriate, for the purpose of soliciting
additional votes for the approval of the
Merger Proposal.
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ELECTRUM SPECIAL ACQUISITION CORPORATION Agenda Number: 934720865
--------------------------------------------------------------------------------------------------------------------------
Security: G3105C104
Meeting Type: Annual
Meeting Date: 02-Feb-2018
Ticker: ELEC
ISIN: VGG3105C1041
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Extension Amendment: Amend Electrum's Mgmt For For
Amended and Restated Memorandum and
Articles of Association to extend the date
by which the Company has to consummate a
business combination (the "Extension") for
an additional four months, from February 5,
2018 to June 5, 2018, and permit holders of
public shares to redeem their shares for
their pro rata portion of the trust
account.
2. The Trust Amendment: Amend the trust Mgmt For For
agreement to extend the date that the
trustee will liquidate and distribute all
funds held in the trust account an
additional four months, from February 5,
2018 to June 5, 2018, and permit the
trustee to release funds from the trust
account in consideration of redeemed public
shares in connection with the Extension.
3. DIRECTOR
David W. Peat Mgmt For For
Thomas A. Ronzetti III Mgmt For For
4. Ratification of Selection of Independent Mgmt For For
Registered Public Accounting Firm. To
ratify the selection by our Audit Committee
of WithumSmith+Brown, PC to serve as the
Company's independent registered public
accounting firm for the fiscal years ending
November 30, 2017 and 2018.
4a. Regardless of whether you vote "FOR" or Mgmt Take No Action
"AGAINST" proposals 1, 2, 3 & 4 or
"ABSTAIN," if you hold ordinary shares
issued in the Company's initial public
offering, or public shares, you may
exercise your redemption rights with
respect to all or a portion of your public
shares by marking the "For" box. If you
exercise your redemption rights, then you
will be exchanging the indicated number of
your public shares for cash and will no
longer own such shares.
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FELCOR LODGING TRUST INCORPORATED Agenda Number: 934661629
--------------------------------------------------------------------------------------------------------------------------
Security: 31430F101
Meeting Type: Special
Meeting Date: 15-Aug-2017
Ticker: FCH
ISIN: US31430F1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO CONSIDER AND VOTE ON A PROPOSAL (THE Mgmt For For
"REIT MERGER PROPOSAL") TO APPROVE THE
MERGER OF FELCOR LODGING TRUST INCORPORATED
("FELCOR") WITH AND INTO AN AFFILIATE OF
RLJ LODGING TRUST (THE "MERGER") PURSUANT
TO THAT CERTAIN AGREEMENT AND PLAN OF
MERGER ...(DUE TO SPACE LIMITS, SEE PROXY
STATEMENT FOR FULL PROPOSAL).
2. TO CONSIDER AND VOTE ON A NON-BINDING Mgmt For For
ADVISORY PROPOSAL TO APPROVE COMPENSATION
ARRANGEMENTS FOR CERTAIN FELCOR EXECUTIVE
OFFICERS IN CONNECTION WITH THE MERGER (THE
"FELCOR COMPENSATION PROPOSAL").
3. TO CONSIDER AND VOTE ON A PROPOSAL TO Mgmt For For
APPROVE THE ADJOURNMENT OF THE FELCOR
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, FOR THE PURPOSE OF SOLICITING
ADDITIONAL VOTES FOR THE APPROVAL OF THE
REIT MERGER PROPOSAL (THE "FELCOR
ADJOURNMENT PROPOSAL").
--------------------------------------------------------------------------------------------------------------------------
FORTRESS INVESTMENT GROUP LLC Agenda Number: 934649457
--------------------------------------------------------------------------------------------------------------------------
Security: 34958B106
Meeting Type: Special
Meeting Date: 12-Jul-2017
Ticker: FIG
ISIN: US34958B1061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. THE PROPOSAL TO ADOPT THE MERGER AGREEMENT, Mgmt For For
THEREBY APPROVING THE TRANSACTIONS
CONTEMPLATED BY THE MERGER AGREEMENT AND
THE MERGER.
2. THE PROPOSAL TO APPROVE ANY POSTPONEMENTS Mgmt For For
OF THE SPECIAL MEETING FOR THE PURPOSE OF
SOLICITING ADDITIONAL PROXIES IF THERE ARE
HOLDERS OF AN INSUFFICIENT NUMBER OF CLASS
A SHARES AND CLASS B SHARES PRESENT OR
REPRESENTED BY PROXY AT THE SPECIAL MEETING
TO CONSTITUTE A QUORUM AT THE SPECIAL
MEETING.
3. THE PROPOSAL TO APPROVE, BY NON-BINDING, Mgmt For For
ADVISORY VOTE, CERTAIN COMPENSATION THAT
WILL OR MAY BECOME PAYABLE BY THE COMPANY
TO ITS NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
--------------------------------------------------------------------------------------------------------------------------
FORUM MERGER CORPORATION Agenda Number: 934726362
--------------------------------------------------------------------------------------------------------------------------
Security: 34985B103
Meeting Type: Special
Meeting Date: 20-Feb-2018
Ticker: FMCI
ISIN: US34985B1035
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Pre-Merger Charter Amendment Proposal-to Mgmt For For
approve and adopt, an amendment of Forum's
amended and restated certificate of
incorporation (the "Charter") to increase
the number of authorized shares of Class A
Common Stock from 40,000,000 to 200,000,000
shares for the purpose of carrying out the
Business Combination (as defined below).
2. To adopt and approve, the merger agreement Mgmt For For
(the "Merger Agreement"), dated November
30, 2017, by and among Forum, FMC Merger
Subsidiary Corp., (the "Merger Sub I"), FMC
Merger SUBSIDIARY LLC, (THE "MERGER SUB
II"), ON THE ONE HAND, AND C1 INVESTMENT
COP., ("C1") AND CLEARLAKE CAPITAL
MANAGEMENT III, L.P. ("CLEARLAKE"), IN THE
CAPACITY AS THE SELLER REPRESENTATIVE, ON
THE OTHER HAND, AND APPROVE THE
TRANSACTIONS CONTEMPLATED THEREBY,
INCLUDING THE MERGER OF MERGER SUB I WITH
AND INTO C1 (THE "BUSINESS COMBINATION").
3. TO APPROVE THE SPONSOR EARNOUT LETTER AND Mgmt For For
AMENDMENT TO ESCROW AGREEMENT, DATED
NOVEMBER 30, 2017, WHICH AMENDS THE ESCROW
AGREEMENT DATED APRIL 6, 2017, BY AND AMONG
FORUM INVESTORS I, LLC, Forum's sponsor
(the "Sponsor"), Forum and Continental
Stock Transfer & Trust Company, to release
4,312,500 shares of Class F Common Stock of
Forum ("Founders Shares") purchased by the
Sponsor prior to Forum's IPO from escrow.
4. Nasdaq Proposal-to approve, for purposes of Mgmt For For
complying with applicable listing rules of
The Nasdaq Stock Market Listing Rule
5635(d), the issuance of 17,959,375 shares
of Class A Common Stock, par value $0.0001
per share, of Forum pursuant to the
subscription agreements, dated November 30,
2017 by and among Forum and the investors
named therein, in connection with the
closing of the Business Combination.
5. Post-Merger Charter Amendment Proposal-to Mgmt For For
approve and adopt, subject to and
conditional on (but with immediate effect
therefrom), the approval of the Business
Combination Proposal, the Nasdaq Proposal
and the Incentive Plan Proposal and the
consummation of the Business Combination,
the following amendments and restatements
of Forum's amended and restated certificate
of incorporation.
5A. To divide the Combined Entity's board of Mgmt For For
directors into three classes with staggered
three-year terms.
5B. To provide that any amendment to provisions Mgmt For For
of proposed Charter will require approval
of the holders of a majority of all of the
Combined Entity's entitled to vote
generally in the election of directors so
long as Clearlake holds at least a majority
of the Combined Entity's entitled to vote
generally at an election of directors, and
otherwise any such amendment will require
the approval of the holders of at least 66
2/3% of the Combined Entity's entitled to
vote generally at an election of directors.
5C. To provide that the Combined Entity opts Mgmt For For
out of Section 203 of the Delaware General
Corporation Law, which prevents certain
Delaware corporations, under certain
circumstances, from engaging in a "business
combination" with certain "interested
stockholders" and their affiliates; for
more information on Section 203 of the
Delaware General Corporation Law, see the
section of this proxy statement/prospectus.
5D. To provide that we may not engage in Mgmt For For
certain "business combinations" with any
"interested stockholder" for a three- year
period following the time that the
stockholder became an interested
stockholder, unless (1) prior to the date
of the transaction, the Combined Entity's
board approved either the business
combination or the transaction; (2) the
interested stockholder owned at least 85%
of the Combined Entity's voting stock; or
(3) on or subsequent to consummation of
transaction, business combination is
approved by Combined Entity's board.
5E To provide that the federal district courts Mgmt For For
of the United States of America will be the
exclusive forum for resolving any complaint
asserting a cause of action arising under
the Securities Act of 1933, as amended.
5F To provide that, directors may be removed Mgmt For For
with or without cause, by the holders of at
least a majority of the Combined Entity's
entitled to vote generally at an election
of directors for so long as Clearlake,
which, together with its affiliates and
related persons, holds at least a majority
of the Combined Entity's entitled to vote
generally at an election of directors, or
with cause by the holders of at least 66
2/3% of all of the Combined Entity's
entitled to vote generally at an election
of directors.
5G To provide that any action to be taken by Mgmt For For
the Combined Entity's stockholders may be
taken by written consent or electronic
transmission pursuant to Section 228 of the
Delaware General Corporation Law only so
long as Clearlake holds a majority of the
Combined Entity's then-outstanding shares
of capital stock entitled to vote generally
at an election of directors.
5H. To amend the name of the new public entity Mgmt For For
to "ConvergeOne Holdings, Inc." from "Forum
Merger Corporation".
5I. To reclassify all shares of Class A Common Mgmt For For
Stock as "Common Stock".
5J. To increase the authorized shares of Common Mgmt For For
Stock to 1,000,000,000.
5K. To increase the authorized shares of Mgmt For For
preferred stock that the Combined Entity's
board of directors could issue to increase
the number of outstanding shares to
discourage a takeover attempt to
10,000,000.
5L. To make the Combined Entity's corporate Mgmt For For
existence perpetual as opposed to Forum's
corporate existence terminating 24 months
following the closing if its initial public
offering, and to remove from the proposed
Charter the various provisions applicable
only to specified purpose acquisition
corporations contained in Forum's current
amended and restated certificate of
incorporation.
6. Incentive Plan Proposal-to approve the 2018 Mgmt For For
Equity Incentive Plan, a copy of which is
appended to this proxy statement/prospectus
as Annex D, in connection with the Business
Combination.
7. ESPP Proposal-to approve the 2018 Employee Mgmt For For
Stock Purchase Plan, a copy of which is
appended to this proxy statement/prospectus
as Annex E, in connection with the Business
Combination.
8. Adjournment Proposal-to consider and vote Mgmt For For
upon a proposal to approve the adjournment
of the Special Meeting by the chairman
thereof to a later date, if necessary, to
permit further solicitation and vote of
proxies if, based upon the tabulated vote
at the time of the Special Meeting, there
are not sufficient votes to approve
Proposals 1, 2, 3, 4, 5, 6 and 7.
--------------------------------------------------------------------------------------------------------------------------
GGP INC. Agenda Number: 934812199
--------------------------------------------------------------------------------------------------------------------------
Security: 36174X101
Meeting Type: Annual
Meeting Date: 19-Jun-2018
Ticker: GGP
ISIN: US36174X1019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Richard B. Clark Mgmt For For
1b. Election of Director: Mary Lou Fiala Mgmt For For
1c. Election of Director: J. Bruce Flatt Mgmt For For
1d. Election of Director: Janice R. Fukakusa Mgmt For For
1e. Election of Director: John K. Haley Mgmt For For
1f. Election of Director: Daniel B. Hurwitz Mgmt For For
1g. Election of Director: Brian W. Kingston Mgmt For For
1h. Election of Director: Christina M. Lofgren Mgmt For For
1i. Election of Director: Sandeep Mathrani Mgmt For For
2. Approval, on an advisory basis, of the Mgmt For For
compensation paid to the named executive
officers.
3. Ratification of the selection of Mgmt For For
independent registered public accounting
firm.
--------------------------------------------------------------------------------------------------------------------------
HUNTSMAN CORPORATION Agenda Number: 934746871
--------------------------------------------------------------------------------------------------------------------------
Security: 447011107
Meeting Type: Annual
Meeting Date: 03-May-2018
Ticker: HUN
ISIN: US4470111075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Peter R. Huntsman Mgmt For For
Nolan D. Archibald Mgmt For For
Mary C. Beckerle Mgmt For For
M. Anthony Burns Mgmt For For
Daniele Ferrari Mgmt For For
Sir Robert J. Margetts Mgmt For For
Wayne A. Reaud Mgmt For For
2. Advisory vote to approve named executive Mgmt For For
officer compensation.
3. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as Huntsman Corporation's
independent registered public accounting
firm for the year ending December 31, 2018.
4. Stockholder proposal regarding stockholder Shr For Against
right to act by written consent.
--------------------------------------------------------------------------------------------------------------------------
ILG INC Agenda Number: 934824853
--------------------------------------------------------------------------------------------------------------------------
Security: 44967H101
Meeting Type: Annual
Meeting Date: 12-Jun-2018
Ticker: ILG
ISIN: US44967H1014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Craig M. Nash Mgmt For For
David Flowers Mgmt For For
Victoria L. Freed Mgmt For For
Lizanne Galbreath Mgmt For For
Chad Hollingsworth Mgmt For For
Lewis J. Korman Mgmt For For
Thomas J. Kuhn Mgmt For For
Thomas J. McInerney Mgmt For For
Thomas P. Murphy, Jr. Mgmt For For
Stephen R. Quazzo Mgmt For For
Sergio D. Rivera Mgmt For For
Thomas O. Ryder Mgmt For For
Avy H. Stein Mgmt For For
2. To approve, in an advisory non-binding Mgmt For For
vote, the compensation of our named
executive officers.
3. To ratify the selection of Ernst & Young Mgmt For For
LLP as the independent registered public
accounting firm for ILG for the fiscal year
ending December 31, 2018.
--------------------------------------------------------------------------------------------------------------------------
KAPSTONE PAPER & PACKAGING CORPORATION Agenda Number: 934828039
--------------------------------------------------------------------------------------------------------------------------
Security: 48562P103
Meeting Type: Annual
Meeting Date: 14-Jun-2018
Ticker: KS
ISIN: US48562P1030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Jonathan R. Furer Mgmt For For
1.2 Election of Director: Matthew H. Paull Mgmt For For
1.3 Election of Director: Maurice S. Reznik Mgmt For For
1.4 Election of Director: Roger W. Stone Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the Company's independent
registered public accounting firm for 2018.
3. Advisory approval of the Company's named Mgmt For For
executive officer compensation.
--------------------------------------------------------------------------------------------------------------------------
MAINSOURCE FINANCIAL GROUP, INC. Agenda Number: 934694490
--------------------------------------------------------------------------------------------------------------------------
Security: 56062Y102
Meeting Type: Special
Meeting Date: 04-Dec-2017
Ticker: MSFG
ISIN: US56062Y1029
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For
DATED AS OF JULY 25, 2017, BY AND BETWEEN
MAINSOURCE FINANCIAL GROUP, INC.
("MAINSOURCE") AND FIRST FINANCIAL BANCORP.
("FIRST FINANCIAL"), AS SUCH AGREEMENT MAY
BE AMENDED FROM TIME TO TIME, PURSUANT TO
WHICH MAINSOURCE WILL MERGE WITH AND INTO
FIRST FINANCIAL, WITH FIRST FINANCIAL AS
THE SURVIVING CORPORATION (THE "MERGER").
2. TO APPROVE, ON AN ADVISORY (NON-BINDING) Mgmt For For
BASIS, THE COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO MAINSOURCE'S NAMED
EXECUTIVE OFFICERS IN CONNECTION WITH THE
MERGER, AND THE AGREEMENTS OR
UNDERSTANDINGS PURSUANT TO WHICH SUCH
COMPENSATION MAY BE PAID OR BECOME PAYABLE.
3. TO APPROVE ONE OR MORE ADJOURNMENTS OF THE Mgmt For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, INCLUDING ADJOURNMENTS TO
PERMIT FURTHER SOLICITATION OF PROXIES BY
MAINSOURCE IN FAVOR OF THE MERGER.
--------------------------------------------------------------------------------------------------------------------------
MICROSEMI CORPORATION Agenda Number: 934803710
--------------------------------------------------------------------------------------------------------------------------
Security: 595137100
Meeting Type: Special
Meeting Date: 22-May-2018
Ticker: MSCC
ISIN: US5951371005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated March 1, 2018, as it may be amended
from time to time (the "Merger Agreement"),
by and among Microsemi Corporation
("Microsemi"), Microchip Technology
Incorporated and Maple Acquisition
Corporation.
2. To approve, by non-binding, advisory vote, Mgmt For For
certain compensation arrangements for
Microsemi's named executive officers in
connection with the merger.
3. To approve the adjournment of the Special Mgmt For For
Meeting from time to time, if necessary or
appropriate, including to solicit
additional proxies if there are
insufficient votes at the time of the
Special Meeting or any adjournment or
postponement thereof to approve the
proposal to adopt the Merger Agreement or
in the absence of a quorum.
--------------------------------------------------------------------------------------------------------------------------
MONEYGRAM INTERNATIONAL, INC. Agenda Number: 934772218
--------------------------------------------------------------------------------------------------------------------------
Security: 60935Y208
Meeting Type: Annual
Meeting Date: 02-May-2018
Ticker: MGI
ISIN: US60935Y2081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: J. Coley Clark Mgmt For For
1b. Election of Director: Victor W. Dahir Mgmt For For
1c. Election of Director: Antonio O. Garza Mgmt For For
1d. Election of Director: W. Alexander Holmes Mgmt For For
1e. Election of Director: Seth W. Lawry Mgmt For For
1f. Election of Director: Michael P. Rafferty Mgmt For For
1g. Election of Director: Ganesh B. Rao Mgmt For For
1h. Election of Director: W. Bruce Turner Mgmt For For
1i. Election of Director: Peggy Vaughan Mgmt For For
2. Ratification of the appointment of KPMG LLP Mgmt For For
as our independent registered public
accounting firm for 2018.
--------------------------------------------------------------------------------------------------------------------------
MONSANTO COMPANY Agenda Number: 934714848
--------------------------------------------------------------------------------------------------------------------------
Security: 61166W101
Meeting Type: Annual
Meeting Date: 31-Jan-2018
Ticker: MON
ISIN: US61166W1018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Dwight M. "Mitch" Mgmt For For
Barns
1B. Election of Director: Gregory H. Boyce Mgmt For For
1C. Election of Director: David L. Chicoine, Mgmt For For
Ph.D.
1D. Election of Director: Janice L. Fields Mgmt For For
1E. Election of Director: Hugh Grant Mgmt For For
1F. Election of Director: Laura K. Ipsen Mgmt For For
1G. Election of Director: Marcos M. Lutz Mgmt For For
1H. Election of Director: C. Steven McMillan Mgmt For For
1I. Election of Director: Jon R. Moeller Mgmt For For
1J. Election of Director: George H. Poste, Mgmt For For
Ph.D., D.V.M.
1K. Election of Director: Robert J. Stevens Mgmt For For
1L. Election of Director: Patricia Verduin, Mgmt For For
Ph.D.
2. Ratify the appointment of Deloitte & Touche Mgmt For For
LLP as our independent registered public
accounting firm for fiscal 2018.
3. Advisory (Non-Binding) vote to approve Mgmt For For
executive compensation.
4. Shareowner proposal: Bylaw amendment to Shr Against For
create Board Human Rights Committee.
--------------------------------------------------------------------------------------------------------------------------
NATIONAL ENERGY SERVICES REUNITED CORP. Agenda Number: 934822051
--------------------------------------------------------------------------------------------------------------------------
Security: G6375R107
Meeting Type: Special
Meeting Date: 18-May-2018
Ticker: NESR
ISIN: VGG6375R1073
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal: To Mgmt For For
consider and vote upon a proposal to
approve and authorize the Stock Purchase
Agreements, the Contribution Agreements,
the Shares Exchange Agreement and related
contracts, as they may be amended, by and
among NESR and NPS Holding Company Ltd. and
Gulf Energy S.A.O.C., and the transactions
contemplated thereby (the "Business
Combination").
2. DIRECTOR
Antonio J. Campo Mejia Mgmt For For
Hala Zeibak Mgmt For For
3. The NASDAQ Proposal: To approve, for Mgmt For For
purposes of complying with applicable
NASDAQ listing rules, the issuance of more
than 20% of the Company's issued and
outstanding ordinary shares, which NASDAQ
may deem to be a change of control,
pursuant to the Business Combination or any
private placement in connection with the
Backstop Commitment.
4. The Incentive Plan Proposal: To approve and Mgmt For For
adopt the NESR 2018 Long Term Incentive
Plan.
5. The Adjournment Proposal: To consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the meeting of shareholders
to a later date, if necessary, to permit
further solicitation and vote of proxies
if, based upon the tabulated vote at the
time of the meeting, there are not
sufficient votes to approve Proposals 1, 2,
3 and 4.
--------------------------------------------------------------------------------------------------------------------------
NXP SEMICONDUCTORS NV. Agenda Number: 934843079
--------------------------------------------------------------------------------------------------------------------------
Security: N6596X109
Meeting Type: Annual
Meeting Date: 22-Jun-2018
Ticker: NXPI
ISIN: NL0009538784
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
2-C Adoption of the 2017 statutory annual Mgmt For For
accounts
2-D Granting discharge to the executive member Mgmt For For
and non-executive members of the Board of
Directors for their responsibilities in the
financial year 2017
3-A Proposal to re-appoint Mr. Richard L. Mgmt For For
Clemmer as executive director
3-B Proposal to re-appoint Sir Peter Bonfield Mgmt For For
as non-executive director
3-C Proposal to re-appoint Mr. Johannes P. Huth Mgmt For For
as non-executive director
3-D Proposal to re-appoint Mr. Kenneth A. Mgmt For For
Goldman as non-executive director
3-E Proposal to re-appoint Mr. Josef Kaeser as Mgmt For For
non-executive director
3-F Proposal to re-appoint Mr. Eric Meurice as Mgmt For For
non-executive director
3-G Proposal to re-appoint Mr. Peter Smitham as Mgmt For For
non-executive director
3-H Proposal to re-appoint Ms. Julie Southern Mgmt For For
as non-executive director
3-I Proposal to re-appoint Mr. Gregory Summe as Mgmt For For
non-executive director
4-A Conditional appointment as per Closing of Mgmt For For
Mr. Steve Mollenkopf as executive director
4-B Conditional appointment as per Closing of Mgmt For For
Mr. George S. Davis as non-executive
director
4-C Conditional appointment as per Closing of Mgmt For For
Mr. Donald J. Rosenberg as non-executive
director
4-D Conditional appointment as per Closing of Mgmt For For
Mr. Brian Modoff as non-executive director
4-E Conditional appointment as per Closing of Mgmt For For
Mr. Rob ter Haar as non-executive director
4-F Conditional appointment as per Closing of Mgmt For For
Prof. Dr. Steven Perrick as non-executive
director
5-A Authorization of the Board of Directors to Mgmt For For
issue shares or grant rights to acquire
shares
5-B Authorization of the Board of Directors to Mgmt For For
restrict or exclude pre-emption rights
6. Authorization of the Board of Directors to Mgmt For For
repurchase shares in the Company's capital
7. Authorization to cancel ordinary shares in Mgmt For For
the Company's capital
8. Proposal to re-appoint KPMG Accountants Mgmt For For
N.V. as the Company's external auditor for
fiscal year 2018
--------------------------------------------------------------------------------------------------------------------------
ORBITAL ATK, INC. Agenda Number: 934695048
--------------------------------------------------------------------------------------------------------------------------
Security: 68557N103
Meeting Type: Special
Meeting Date: 29-Nov-2017
Ticker: OA
ISIN: US68557N1037
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For
DATED AS OF SEPTEMBER 17, 2017, BY AND
AMONG NORTHROP GRUMMAN CORPORATION, NEPTUNE
MERGER, INC. AND ORBITAL ATK, INC., AS IT
MAY BE AMENDED FROM TIME TO TIME.
2. TO APPROVE, ON A NON-BINDING, ADVISORY Mgmt For For
BASIS, THE COMPENSATION THAT WILL OR MAY BE
PAID TO ORBITAL ATK'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE MERGER.
3. TO ADJOURN THE ORBITAL ATK SPECIAL MEETING, Mgmt For For
IF NECESSARY, TO PERMIT FURTHER
SOLICITATION OF PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO ADOPT THE MERGER
AGREEMENT.
--------------------------------------------------------------------------------------------------------------------------
ORBOTECH LTD. Agenda Number: 934838977
--------------------------------------------------------------------------------------------------------------------------
Security: M75253100
Meeting Type: Annual
Meeting Date: 21-Jun-2018
Ticker: ORBK
ISIN: IL0010823388
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. RE-ELECTION OF DIRECTOR: YOCHAI RICHTER Mgmt For For
1b. RE-ELECTION OF DIRECTOR: YEHUDIT BRONICKI Mgmt For For
1c. RE-ELECTION OF DIRECTOR: DAN FALK Mgmt For For
1d. RE-ELECTION OF DIRECTOR: MIRON KENNETH Mgmt For For
1e. RE-ELECTION OF DIRECTOR: JACOB RICHTER Mgmt For For
1f. RE-ELECTION OF DIRECTOR: ELIEZER TOKMAN Mgmt For For
1g. RE-ELECTION OF DIRECTOR: SHIMON ULLMAN Mgmt For For
1h. RE-ELECTION OF DIRECTOR: ARIE WEISBERG Mgmt For For
2. RE-ELECTION OF EXTERNAL DIRECTOR: AVNER Mgmt For For
HERMONI (INCLUDING HIS REMUNERATION AND
BENEFITS)
2a. ARE YOU AN INTERESTED PARTY (AS SUCH TERM Mgmt Take No Action
IS DEFINED IN THE PROXY STATEMENT) WITH
RESPECT TO THIS ITEM 2? IF YOU HAVE NOT
MARKED "NO" ON THE PROXY THEREBY CONFIRMING
THAT YOU ARE NOT AN INTERESTED PARTY WITH
RESPECT TO ITEM 2, YOUR VOTE WILL NOT BE
COUNTED FOR PURPOSES OF THE EXTERNAL
DIRECTOR MAJORITY IF YOU DO NOT VOTE ON
THIS ITEM OR VOTE FOR THIS ITEM YOUR VOTE
WILL NOT COUNT FOR PROPOSAL 2 YES=FOR,
NO=AGAINST
3. RE-APPOINTMENT OF KESSELMAN & KESSELMAN AS Mgmt For For
AUDITORS OF THE COMPANY.
4a. POTENTIAL CASH AND EQUITY-BASED RETENTION Mgmt For For
INCENTIVES TO: THE CHIEF EXECUTIVE OFFICER
OF THE COMPANY
4aa ARE YOU AN INTERESTED PARTY (AS SUCH TERM Mgmt Take No Action
IS DEFINED IN THE PROXY STATEMENT) WITH
RESPECT TO THIS ITEM 4A? IF YOU HAVE NOT
MARKED "NO" ON THE PROXY THEREBY CONFIRMING
THAT YOU ARE NOT AN INTERESTED PARTY WITH
RESPECT TO ITEM 4A, YOUR VOTE WILL NOT BE
COUNTED FOR PURPOSES OF THE EXTERNAL
DIRECTOR MAJORITY IF YOU DO NOT VOTE ON
THIS ITEM OR VOTE FOR THIS ITEM YOUR VOTE
WILL NOT COUNT FOR PROPOSAL 4A YES=FOR,
NO=AGAINST
4b. THE PRESIDENT AND CHIEF OPERATING OFFICER Mgmt For For
OF THE COMPANY
4bb ARE YOU AN INTERESTED PARTY (AS SUCH TERM Mgmt Take No Action
IS DEFINED IN THE PROXY STATEMENT) WITH
RESPECT TO THIS ITEM 4B? IF YOU HAVE NOT
MARKED "NO" ON THE PROXY THEREBY CONFIRMING
THAT YOU ARE NOT AN INTERESTED PARTY WITH
RESPECT TO ITEM 4B, YOUR VOTE WILL NOT BE
COUNTED FOR PURPOSES OF THE EXTERNAL
DIRECTOR MAJORITY IF YOU DO NOT VOTE ON
THIS ITEM OR VOTE FOR THIS ITEM YOUR VOTE
WILL NOT COUNT FOR PROPOSAL 4B YES=FOR,
NO=AGAINST
5. ACCELERATED VESTING OF ORBOTECH EQUITY Mgmt For For
AWARDS GRANTED TO THE COMPANY'S DIRECTORS
IN CONNECTION WITH THE 2018 ANNUAL GENERAL
MEETING
--------------------------------------------------------------------------------------------------------------------------
PINNACLE ENTERTAINMENT, INC. Agenda Number: 934735816
--------------------------------------------------------------------------------------------------------------------------
Security: 72348Y105
Meeting Type: Special
Meeting Date: 29-Mar-2018
Ticker: PNK
ISIN: US72348Y1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adoption of the Agreement and Plan of Mgmt For For
Merger dated as of December 17, 2017 (as it
may be amended from time to time, the
"merger agreement") by and among Pinnacle
Entertainment, Inc. ("Pinnacle"), Penn
National Gaming, Inc. ("Penn") and
Franchise Merger Sub, Inc., pursuant to
which Merger Sub will merge with and into
Pinnacle (the "merger"), with Pinnacle
surviving as a wholly owned subsidiary of
Penn.
2. Approval of, on an advisory (non-binding) Mgmt For For
basis, certain compensation that may be
paid or become payable to Pinnacle's named
executive officers in connection with the
merger.
3. Approval of the adjournment of the special Mgmt For For
meeting of Pinnacle stockholders, if
necessary or appropriate, to solicit
additional proxies if there are not
sufficient votes to adopt the merger
agreement.
--------------------------------------------------------------------------------------------------------------------------
PINNACLE ENTERTAINMENT, INC. Agenda Number: 934774527
--------------------------------------------------------------------------------------------------------------------------
Security: 72348Y105
Meeting Type: Annual
Meeting Date: 01-May-2018
Ticker: PNK
ISIN: US72348Y1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Charles L. Atwood Mgmt For For
1B. Election of Director: Stephen C. Comer Mgmt For For
1C. Election of Director: Ron Huberman Mgmt For For
1D. Election of Director: James L. Martineau Mgmt For For
1E. Election of Director: Desiree Rogers Mgmt For For
1F. Election of Director: Carlos A. Ruisanchez Mgmt For For
1G. Election of Director: Anthony M. Sanfilippo Mgmt For For
1H. Election of Director: Jaynie M. Studenmund Mgmt For For
2. Advisory approval of the Company's Mgmt For For
executive compensation.
3. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the Company's independent
registered public accounting firm for 2018.
--------------------------------------------------------------------------------------------------------------------------
QUALCOMM INCORPORATED Agenda Number: 934719329
--------------------------------------------------------------------------------------------------------------------------
Security: 747525103
Meeting Type: Annual
Meeting Date: 23-Mar-2018
Ticker: QCOM
ISIN: US7475251036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
Barbara T. Alexander Mgmt Withheld Against
Jeffrey W. Henderson Mgmt Withheld Against
Thomas W. Horton Mgmt Withheld Against
Paul E. Jacobs Mgmt Withheld Against
Ann M. Livermore Mgmt Withheld Against
Harish Manwani Mgmt Withheld Against
Mark D. McLaughlin Mgmt Withheld Against
Steve Mollenkopf Mgmt Withheld Against
Clark T. Randt, Jr. Mgmt Withheld Against
Francisco Ros Mgmt Withheld Against
Anthony J. Vinciquerra Mgmt Withheld Against
2 To ratify the selection of Mgmt For For
PricewaterhouseCoopers LLP as our
independent public accountants.
3 To approve, on an advisory basis, our Mgmt For For
executive compensation.
4 To approve an amendment to the Amended and Mgmt For For
Restated QUALCOMM Incorporated 2001
Employee Stock Purchase Plan, as amended,
to increase the share reserve by 30,000,000
shares.
5 To approve an amendment to the Company's Mgmt For For
Restated Certificate of Incorporation, as
amended, to eliminate certain supermajority
voting provisions relating to removal of
directors.
6 To approve an amendment to the Company's Mgmt For For
Restated Certificate of Incorporation, as
amended, to eliminate certain supermajority
voting provisions relating to amendments
and obsolete provisions.
7 To approve an amendment to the Company's Mgmt For For
Restated Certificate of Incorporation, as
amended, to eliminate provisions requiring
a supermajority vote for certain
transactions with interested stockholders.
8 To vote on a stockholder proposal to undo Shr Against For
amendments to the Company's Amended and
Restated Bylaws adopted without stockholder
approval.
--------------------------------------------------------------------------------------------------------------------------
REYNOLDS AMERICAN INC. Agenda Number: 934651414
--------------------------------------------------------------------------------------------------------------------------
Security: 761713106
Meeting Type: Special
Meeting Date: 19-Jul-2017
Ticker: RAI
ISIN: US7617131062
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. APPROVAL OF THE AGREEMENT AND PLAN OF Mgmt For For
MERGER, DATED AS OF JANUARY 16, 2017, AS IT
AND THE PLAN OF MERGER CONTAINED THEREIN
WERE AMENDED AS OF JUNE 8, 2017, AND AS IT
AND THE PLAN OF MERGER CONTAINED THEREIN
MAY BE FURTHER AMENDED FROM TIME TO TIME,
REFERRED TO AS THE MERGER AGREEMENT, BY AND
AMONG REYNOLDS AMERICAN INC., REFERRED TO
AS RAI, BRITISH AMERICAN TOBACCO P.L.C., A
PUBLIC LIMITED COMPANY INCORPORATED UNDER
THE LAWS OF ENGLAND AND WALES, REFERRED TO
AS BAT, ...(DUE TO SPACE LIMITS, SEE PROXY
STATEMENT FOR FULL PROPOSAL).
2. APPROVAL ON A NON-BINDING, ADVISORY BASIS, Mgmt For For
OF THE COMPENSATION PAYMENTS THAT WILL OR
MAY BE PAID BY RAI OR BAT TO RAI'S NAMED
EXECUTIVE OFFICERS AND THAT ARE BASED ON OR
OTHERWISE RELATE TO THE MERGER AND THE
AGREEMENTS AND UNDERSTANDINGS PURSUANT TO
WHICH SUCH COMPENSATION MAY BE PAID OR
BECOME PAYABLE.
3. APPROVAL OF THE ADJOURNMENT OF THE SPECIAL Mgmt For For
MEETING OF RAI SHAREHOLDERS, IF NECESSARY
OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES
TO APPROVE THE MERGER AGREEMENT.
--------------------------------------------------------------------------------------------------------------------------
RICE ENERGY INC. Agenda Number: 934690757
--------------------------------------------------------------------------------------------------------------------------
Security: 762760106
Meeting Type: Special
Meeting Date: 09-Nov-2017
Ticker: RICE
ISIN: US7627601062
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For
DATED AS OF JUNE 19, 2017, AMONG RICE
ENERGY INC., EQT CORPORATION, AND EAGLE
MERGER SUB I, INC. (AS IT MAY BE AMENDED
FROM TIME TO TIME, THE "MERGER AGREEMENT").
2 APPROVE, ON AN ADVISORY (NON-BINDING) Mgmt For For
BASIS, THE COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO RICE ENERGY INC.'S NAMED
EXECUTIVE OFFICERS IN CONNECTION WITH THE
MERGER.
3 APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt For For
MEETING, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO ADOPT THE MERGER
AGREEMENT.
--------------------------------------------------------------------------------------------------------------------------
RITE AID CORPORATION Agenda Number: 934644750
--------------------------------------------------------------------------------------------------------------------------
Security: 767754104
Meeting Type: Annual
Meeting Date: 17-Jul-2017
Ticker: RAD
ISIN: US7677541044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: JOHN T. STANDLEY Mgmt For For
1B. ELECTION OF DIRECTOR: JOSEPH B. ANDERSON, Mgmt For For
JR.
1C. ELECTION OF DIRECTOR: BRUCE G. BODAKEN Mgmt For For
1D. ELECTION OF DIRECTOR: DAVID R. JESSICK Mgmt For For
1E. ELECTION OF DIRECTOR: KEVIN E. LOFTON Mgmt For For
1F. ELECTION OF DIRECTOR: MYRTLE S. POTTER Mgmt For For
1G. ELECTION OF DIRECTOR: MICHAEL N. REGAN Mgmt For For
1H. ELECTION OF DIRECTOR: FRANK A. SAVAGE Mgmt For For
1I. ELECTION OF DIRECTOR: MARCY SYMS Mgmt For For
2. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3. APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS AS PRESENTED IN THE PROXY
STATEMENT.
4. VOTE, ON AN ADVISORY BASIS, AS TO THE Mgmt 1 Year For
FREQUENCY OF FUTURE ADVISORY VOTES TO
APPROVE THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
ROCKWELL COLLINS, INC. Agenda Number: 934712969
--------------------------------------------------------------------------------------------------------------------------
Security: 774341101
Meeting Type: Special
Meeting Date: 11-Jan-2018
Ticker: COL
ISIN: US7743411016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For
DATED AS OF SEPTEMBER 4, 2017, BY AND AMONG
UNITED TECHNOLOGIES CORPORATION, RIVETER
MERGER SUB CORP. AND ROCKWELL COLLINS, INC.
AND APPROVE THE MERGER CONTEMPLATED THEREBY
(THE "MERGER PROPOSAL").
2. APPROVE ON AN ADVISORY (NON-BINDING) BASIS, Mgmt For For
THE COMPENSATION THAT MAY BE PAID OR BECOME
PAYABLE TO ROCKWELL COLLINS, INC.'S NAMED
EXECUTIVE OFFICERS IN CONNECTION WITH THE
MERGER CONTEMPLATED BY THE MERGER AGREEMENT
(THE "MERGER-RELATED COMPENSATION
PROPOSAL").
3. APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL Mgmt For For
MEETING TO A LATER DATE OR DATES, IF
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN THE EVENT THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE THE MERGER
PROPOSAL (THE "ADJOURNMENT PROPOSAL").
--------------------------------------------------------------------------------------------------------------------------
ROCKWELL COLLINS, INC. Agenda Number: 934713872
--------------------------------------------------------------------------------------------------------------------------
Security: 774341101
Meeting Type: Annual
Meeting Date: 01-Feb-2018
Ticker: COL
ISIN: US7743411016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
A. J. CARBONE Mgmt For For
R.K. ORTBERG Mgmt For For
C.L. SHAVERS Mgmt For For
2. ADVISORY VOTE ON EXECUTIVE COMPENSATION: Mgmt For For
FOR A NON-BINDING RESOLUTION TO APPROVE THE
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS.
3. SELECTION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM: FOR THE SELECTION OF
DELOITTE & TOUCHE LLP FOR FISCAL YEAR 2018.
--------------------------------------------------------------------------------------------------------------------------
SCRIPPS NETWORKS INTERACTIVE, INC. Agenda Number: 934693412
--------------------------------------------------------------------------------------------------------------------------
Security: 811065101
Meeting Type: Special
Meeting Date: 17-Nov-2017
Ticker: SNI
ISIN: US8110651010
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For
DATED AS OF JULY 30, 2017, AS MAY BE
AMENDED, AMONG SCRIPPS NETWORKS
INTERACTIVE, INC., AN OHIO CORPORATION
("SCRIPPS"), DISCOVERY COMMUNICATIONS,
INC., A DELAWARE CORPORATION ("DISCOVERY")
AND SKYLIGHT MERGER SUB, INC., AN OHIO
CORPORATION AND A WHOLLY OWNED SUBSIDIARY
OF DISCOVERY ("MERGER SUB"), PURSUANT TO
WHICH MERGER SUB WILL BE MERGED WITH AND
INTO SCRIPPS, WITH SCRIPPS SURVIVING AS A
WHOLLY OWNED SUBSIDIARY OF DISCOVERY (THE
"MERGER").
2. APPROVE, ON AN ADVISORY (NON-BINDING) Mgmt For For
BASIS, CERTAIN COMPENSATION THAT WILL OR
MAY BE PAID BY SCRIPPS TO ITS NAMED
EXECUTIVE OFFICERS IN CONNECTION WITH THE
MERGER.
3. APPROVE THE ADJOURNMENT OF THE SCRIPPS Mgmt For For
SPECIAL MEETING IF NECESSARY TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO APPROVE ITEM 1 AT THE
TIME OF THE SCRIPPS SPECIAL MEETING OR IF A
QUORUM IS NOT PRESENT AT THE SCRIPPS
SPECIAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
SOUTHWEST BANCORP, INC. Agenda Number: 934680047
--------------------------------------------------------------------------------------------------------------------------
Security: 844767103
Meeting Type: Special
Meeting Date: 17-Oct-2017
Ticker: OKSB
ISIN: US8447671038
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO APPROVE THE AGREEMENT AND PLAN OF Mgmt For For
MERGER, DATED AS OF DECEMBER 14, 2016, AS
AMENDED ON JULY 19, 2017, BY AND BETWEEN
SIMMONS FIRST NATIONAL CORPORATION AND OKSB
PURSUANT TO WHICH OKSB WILL MERGE WITH AND
INTO SIMMONS (THE "OKSB MERGER PROPOSAL").
2. TO APPROVE, ON A NON-BINDING ADVISORY Mgmt For For
BASIS, COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO OKSB'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE COMPLETION
OF THE OKSB MERGER BY APPROVING THE
FOLLOWING RESOLUTION: RESOLVED, THAT THE
COMPENSATION THAT MAY BE PAID OR BECOME
PAYABLE TO OKSB'S NAMED ...(DUE TO SPACE
LIMITS, SEE PROXY STATEMENT FOR FULL
PROPOSAL).
3. TO ADJOURN THE OKSB SPECIAL MEETING, IF Mgmt For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IN FAVOR OF THE OKSB
MERGER PROPOSAL.
--------------------------------------------------------------------------------------------------------------------------
STONEGATE BANK Agenda Number: 934672343
--------------------------------------------------------------------------------------------------------------------------
Security: 861811107
Meeting Type: Special
Meeting Date: 25-Sep-2017
Ticker: SGBK
ISIN: US8618111079
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 A PROPOSAL TO APPROVE THE AGREEMENT AND Mgmt For For
PLAN OF MERGER, DATED MARCH 27, 2017, AS IT
MAY BE AMENDED FROM TIME TO TIME, BY AND
AMONG STONEGATE BANK, HOME BANCSHARES, INC.
AND ITS WHOLLY-OWNED BANK SUBSIDIARY,
CENTENNIAL BANK, AN ARKANSAS STATE BANK,
PURSUANT TO WHICH STONEGATE BANK WILL MERGE
WITH AND INTO ...(DUE TO SPACE LIMITS, SEE
PROXY STATEMENT FOR FULL PROPOSAL).
2 A PROPOSAL TO APPROVE, ON AN ADVISORY Mgmt For For
(NON-BINDING) BASIS, THE COMPENSATION THAT
CERTAIN EXECUTIVE OFFICERS OF STONEGATE
BANK MAY RECEIVE IN CONNECTION WITH THE
MERGER PROPOSAL PURSUANT TO EXISTING
AGREEMENTS OR ARRANGEMENTS WITH STONEGATE
BANK.
3 A PROPOSAL FOR ADJOURNMENT OF THE STONEGATE Mgmt For For
BANK SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME
OF THE STONEGATE BANK SPECIAL MEETING TO
APPROVE THE MERGER PROPOSAL.
--------------------------------------------------------------------------------------------------------------------------
SWIFT TRANSPORTATION CO. Agenda Number: 934667570
--------------------------------------------------------------------------------------------------------------------------
Security: 87074U101
Meeting Type: Special
Meeting Date: 07-Sep-2017
Ticker: SWFT
ISIN: US87074U1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. APPROVAL OF THE ISSUANCE OF CLASS A COMMON Mgmt For For
STOCK. PROPOSAL TO APPROVE THE ISSUANCE OF
SHARES OF SWIFT TRANSPORTATION COMPANY'S
CLASS A COMMON STOCK IN CONNECTION WITH THE
MERGER.
2. APPROVAL OF AN AMENDMENT TO THE CHARTER TO Mgmt For For
RECLASSIFY CLASS B COMMON STOCK. PROPOSAL
TO CONVERT EACH ISSUED AND OUTSTANDING
SHARE OF SWIFT TRANSPORTATION COMPANY'S
CLASS B COMMON STOCK, PAR VALUE $0.01 PER
SHARE, INTO ONE SHARE OF CLASS A COMMON
STOCK, PAR VALUE $0.01 PER SHARE, WHICH
WOULD REMAIN AS THE ONLY CLASS OF COMMON
STOCK OUTSTANDING, WITH EACH SHARE OF CLASS
A COMMON STOCK HAVING ONE VOTE.
3. APPROVAL OF AN AMENDMENT TO THE CHARTER TO Mgmt For For
FACILITATE A REVERSE STOCK SPLIT. PROPOSAL
TO CONSOLIDATE, BY MEANS OF A REVERSE STOCK
SPLIT, EACH ISSUED AND OUTSTANDING SHARE OF
SWIFT TRANSPORTATION COMPANY'S CLASS A
COMMON STOCK (INCLUDING EACH SHARE OF CLASS
A COMMON STOCK INTO WHICH SHARES OF CLASS B
COMMON STOCK HAVE BEEN CONVERTED) INTO
0.720 OF A SHARE OF CLASS A COMMON STOCK.
4. APPROVAL OF AN AMENDMENT TO THE CHARTER TO Mgmt For For
CLASSIFY THE BOARD. PROPOSAL TO APPROVE THE
CLASSIFICATION OF SWIFT TRANSPORTATION
COMPANY'S BOARD OF DIRECTORS INTO THREE
CLASSES OF DIRECTORS WITH STAGGERED TERMS
OF OFFICE.
5. APPROVAL OF AN AMENDMENT TO THE CHARTER TO Mgmt For For
PROVIDE FOR STOCKHOLDER ACTION BY UNANIMOUS
WRITTEN CONSENT. PROPOSAL TO PROVIDE THAT
STOCKHOLDERS MAY TAKE ACTION BY WRITTEN
CONSENT, IN LIEU OF HOLDING A MEETING, IF
SUCH ACTION IS PASSED BY A UNANIMOUS
WRITTEN CONSENT SIGNED BY ALL STOCKHOLDERS
ENTITLED TO VOTE.
6. APPROVAL OF AN AMENDMENT TO THE CHARTER TO Mgmt For For
PERMIT ADDITIONAL AMENDMENTS. PROPOSAL TO
APPROVE CERTAIN ADDITIONAL CHANGES TO SWIFT
TRANSPORTATION COMPANY'S CHARTER, INCLUDING
A CHANGE IN SWIFT TRANSPORTATION COMPANY'S
CORPORATE NAME TO "KNIGHT-SWIFT
TRANSPORTATION HOLDINGS INC." AS SET FORTH
IN THE FORM OF THE SECOND AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION OF
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
INCLUDED AS EXHIBIT A TO ANNEX A OF THE
JOINT PROXY STATEMENT/PROSPECTUS.
7. ADJOURNMENT OF THE SPECIAL MEETING OF SWIFT Mgmt For For
TRANSPORTATION COMPANY. PROPOSAL TO APPROVE
THE ADJOURNMENT OF THE SWIFT TRANSPORTATION
COMPANY SPECIAL MEETING FROM TIME TO TIME,
IF NECESSARY OR APPROPRIATE, INCLUDING TO
SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE
SHARE ISSUANCE AND THE CHARTER AMENDMENT
PROPOSALS IF THERE ARE INSUFFICIENT VOTES
AT THE TIME OF SUCH ADJOURNMENT TO APPROVE
SUCH PROPOSALS.
--------------------------------------------------------------------------------------------------------------------------
THE ADVISORY BOARD COMPANY Agenda Number: 934689792
--------------------------------------------------------------------------------------------------------------------------
Security: 00762W107
Meeting Type: Special
Meeting Date: 15-Nov-2017
Ticker: ABCO
ISIN: US00762W1071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. ADOPTION OF THE MERGER AGREEMENT. THE Mgmt For For
PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF AUGUST 28, 2017 (AS IT
MAY BE AMENDED FROM TIME TO TIME), WHICH WE
REFER TO AS THE MERGER AGREEMENT, BY AND
AMONG ABCO, OPTUMINSIGHT, INC., A DELAWARE
CORPORATION, AND APOLLO MERGER SUB, INC., A
DELAWARE CORPORATION.
2. ADJOURNMENT OF THE SPECIAL MEETING. THE Mgmt For For
PROPOSAL TO ADJOURN THE SPECIAL MEETING TO
A LATER DATE OR DATES, IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES IN FAVOR OF
APPROVING THE MERGER PROPOSAL AT THE TIME
OF THE SPECIAL MEETING.
3. ADVISORY VOTE REGARDING MERGER-RELATED Mgmt For For
NAMED EXECUTIVE OFFICER COMPENSATION. THE
PROPOSAL TO APPROVE, BY NON-BINDING,
ADVISORY VOTE, CERTAIN COMPENSATION THAT
WILL OR MAY BECOME PAYABLE BY ABCO TO ITS
NAMED EXECUTIVE OFFICERS IN CONNECTION WITH
THE MERGER CONTEMPLATED BY THE MERGER
AGREEMENT.
--------------------------------------------------------------------------------------------------------------------------
TRIBUNE MEDIA COMPANY Agenda Number: 934788273
--------------------------------------------------------------------------------------------------------------------------
Security: 896047503
Meeting Type: Annual
Meeting Date: 30-May-2018
Ticker: TRCO
ISIN: US8960475031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Election of Director: Peter M. Kern Mgmt For For
2. Advisory vote approving executive Mgmt For For
compensation.
3. The ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as independent
registered public accounting firm for the
2018 fiscal year.
--------------------------------------------------------------------------------------------------------------------------
VALIDUS HOLDINGS, LTD. Agenda Number: 934765871
--------------------------------------------------------------------------------------------------------------------------
Security: G9319H102
Meeting Type: Special
Meeting Date: 27-Apr-2018
Ticker: VR
ISIN: BMG9319H1025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve an amendment to the Validus Mgmt For For
bye-laws to reduce the shareholder vote
required to approve a merger with any other
company from the affirmative vote of 75% of
the votes cast at a general meeting of the
shareholders to a simple majority of the
votes cast at a general meeting of the
shareholders.
2. To approve the Agreement and Plan of Mgmt For For
Merger, dated as of January 21, 2018, by
and among Validus Holdings, Ltd., American
International Group, Inc. and Venus
Holdings Limited, the statutory merger
agreement required in accordance with
Section 105 of the Bermuda Companies Act
1981, as amended, and the merger of Venus
with and into Validus.
3. On an advisory (non-binding) basis, to Mgmt For For
approve the compensation that may be paid
or become payable to Validus' named
executive officers in connection with the
merger referred to in Proposal 2.
4. To approve an adjournment of the special Mgmt For For
general meeting, if necessary or
appropriate, to solicit additional proxies,
in the event that there are insufficient
votes to approve Proposal 1 or Proposal 2
at the special general meeting.
--------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda Number: 934744031
--------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: Annual
Meeting Date: 03-May-2018
Ticker: VZ
ISIN: US92343V1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Shellye L. Archambeau Mgmt For For
1b. Election of Director: Mark T. Bertolini Mgmt For For
1c. Election of Director: Richard L. Carrion Mgmt For For
1d. Election of Director: Melanie L. Healey Mgmt For For
1e. Election of Director: M. Frances Keeth Mgmt For For
1f. Election of Director: Lowell C. McAdam Mgmt For For
1g. Election of Director: Clarence Otis, Jr. Mgmt For For
1h. Election of Director: Rodney E. Slater Mgmt For For
1i. Election of Director: Kathryn A. Tesija Mgmt For For
1j. Election of Director: Gregory D. Wasson Mgmt For For
1k. Election of Director: Gregory G. Weaver Mgmt For For
2. Ratification of Appointment of Independent Mgmt For For
Registered Public Accounting Firm
3. Advisory Vote to Approve Executive Shr For For
Compensation
4. Special Shareowner Meetings Shr For Against
5. Lobbying Activities Report Shr Against For
6. Independent Chair Shr Against For
7. Report on Cyber Security and Data Privacy Shr Against For
8. Executive Compensation Clawback Policy Shr Against For
9. Nonqualified Savings Plan Earnings Shr Against For
--------------------------------------------------------------------------------------------------------------------------
VTTI ENERGY PARTNERS LP Agenda Number: 934661237
--------------------------------------------------------------------------------------------------------------------------
Security: Y9384M101
Meeting Type: Special
Meeting Date: 13-Sep-2017
Ticker: VTTI
ISIN: MHY9384M1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. THE MERGER PROPOSAL - TO CONSIDER AND VOTE Mgmt For For
ON A PROPOSAL TO ADOPT AND APPROVE THE
AGREEMENT AND PLAN OF MERGER, DATED MAY 8,
2017 (THE "MERGER AGREEMENT"), BY AND AMONG
VTTI ENERGY PARTNERS LP ("MLP"), VTTI
ENERGY PARTNERS GP LLC, THE GENERAL PARTNER
OF MLP, VTTI B.V. ("PARENT"), VTTI MLP
PARTNERS B.V., A DIRECT WHOLLY OWNED
SUBSIDIARY OF PARENT ("MLP PARTNERS"), AND
VTTI MERGER SUB LLC, A DIRECT WHOLLY OWNED
SUBSIDIARY OF MLP PARTNERS ("MERGER SUB"),
AS SUCH AGREEMENT MAY BE AMENDED ...(DUE TO
SPACE LIMITS, SEE PROXY STATEMENT FOR FULL
PROPOSAL).
2. THE ADJOURNMENT PROPOSAL - TO CONSIDER AND Mgmt For For
VOTE ON A PROPOSAL TO APPROVE THE
ADJOURNMENT OF THE SPECIAL MEETING, IF
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO ADOPT AND APPROVE THE
MERGER AGREEMENT AND APPROVE THE
TRANSACTIONS CONTEMPLATED BY THE MERGER
AGREEMENT, INCLUDING THE MERGER, AT THE
TIME OF THE SPECIAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
WHOLE FOODS MARKET, INC. Agenda Number: 934662328
--------------------------------------------------------------------------------------------------------------------------
Security: 966837106
Meeting Type: Special
Meeting Date: 23-Aug-2017
Ticker: WFM
ISIN: US9668371068
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. PROPOSAL TO APPROVE THE AGREEMENT AND PLAN Mgmt For For
OF MERGER (THE "MERGER AGREEMENT"), DATED
AS OF JUNE 15, 2017, BY AND AMONG
AMAZON.COM, INC., WALNUT MERGER SUB, INC.
("MERGER SUB") AND WHOLE FOODS MARKET, INC.
(THE "COMPANY"), PURSUANT TO WHICH MERGER
SUB WILL MERGE WITH AND INTO THE COMPANY
(THE "MERGER"), WITH THE COMPANY SURVIVING
THE MERGER.
2. PROPOSAL TO APPROVE, ON AN ADVISORY Mgmt For For
(NON-BINDING) BASIS, CERTAIN COMPENSATION
THAT MAY BE PAID OR BECOME PAYABLE TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS IN
CONNECTION WITH THE MERGER.
3. PROPOSAL TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY'S AMENDED AND RESTATED ARTICLES OF
INCORPORATION TO SET THE NUMBER OF
AUTHORIZED SHARES OF THE COMPANY'S COMMON
STOCK AT 600 MILLION.
4. PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Mgmt For For
SPECIAL MEETING, IF NECESSARY OR
APPROPRIATE, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE
SPECIAL MEETING TO APPROVE THE PROPOSAL TO
APPROVE THE MERGER AGREEMENT OR IN THE
ABSENCE OF A QUORUM.
--------------------------------------------------------------------------------------------------------------------------
XL GROUP LTD Agenda Number: 934822001
--------------------------------------------------------------------------------------------------------------------------
Security: G98294104
Meeting Type: Special
Meeting Date: 06-Jun-2018
Ticker: XL
ISIN: BMG982941046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the Agreement and Plan of Mgmt For For
Merger, by and among XL Group Ltd, AXA SA
and Camelot Holdings Ltd., the statutory
merger agreement required in accordance
with Section 105 of the Bermuda Companies
Act 1981, as amended, and the merger of
Camelot Holdings Ltd. with and into XL
Group Ltd (the "merger").
2. On an advisory (non-binding) basis, to Mgmt For For
approve the compensation that may be paid
or become payable to XL's named executive
officers in connection with the merger.
3. To approve an adjournment of the special Mgmt For For
general meeting, if necessary or
appropriate, to solicit additional proxies,
in the event that there are insufficient
votes to approve Proposal 1 at the special
general meeting.
* Management 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) The Merger Fund
By (Signature) /s/ Bruce Rubin
Name Bruce Rubin
Title Chief Compliance Officer
Date 07/31/2018