UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX/A
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-21866
NAME OF REGISTRANT: Highland Funds I
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 2515 McKinney Avenue
Suite 1100
Dallas , TX 75201
NAME AND ADDRESS OF AGENT FOR SERVICE: Highland Capital Management
Fund Advisors, L.P.
2515 McKinney Avenue
Suite 1100
Dallas, TX 75201
REGISTRANT'S TELEPHONE NUMBER: 833-697-6246
DATE OF FISCAL YEAR END: 06/30
DATE OF REPORTING PERIOD: 07/01/2020 - 06/30/2021
Highland Healthcare Opportunities Fund
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ABBVIE INC. Agenda Number: 935357891
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Security: 00287Y109
Meeting Type: Annual
Meeting Date: 07-May-2021
Ticker: ABBV
ISIN: US00287Y1091
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Roxanne S. Austin Mgmt For For
Richard A. Gonzalez Mgmt For For
Rebecca B. Roberts Mgmt For For
Glenn F. Tilton Mgmt For For
2. Ratification of Ernst & Young LLP as Mgmt For For
AbbVie's independent registered public
accounting firm for 2021.
3. Say on Pay-An advisory vote on the approval Mgmt For For
of executive compensation.
4. Approval of the Amended and Restated 2013 Mgmt For For
Incentive Stock Program.
5. Approval of the Amended and Restated 2013 Mgmt For For
Employee Stock Purchase Plan for non-U.S.
employees.
6. Approval of a management proposal regarding Mgmt For For
amendment of the certificate of
incorporation to eliminate supermajority
voting.
7. Stockholder Proposal - to Issue an Annual Shr Against For
Report on Lobbying.
8. Stockholder Proposal - to Adopt a Policy to Shr Against For
Require Independent Chairman.
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ACADIA HEALTHCARE COMPANY, INC. Agenda Number: 935357699
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Security: 00404A109
Meeting Type: Annual
Meeting Date: 06-May-2021
Ticker: ACHC
ISIN: US00404A1097
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: E. Perot Bissell Mgmt For For
1B. Election of Director: Vicky B. Gregg Mgmt For For
1C. Election of Director: Debra K. Osteen Mgmt For For
2. Approve an amendment to the Acadia Mgmt For For
Healthcare Company, Inc. Incentive
Compensation Plan.
3. Advisory vote on the compensation of the Mgmt For For
Company's named executive officers as
presented in the Proxy Statement.
4. Ratify the appointment of Ernst & Young LLP Mgmt For For
as the Company's independent registered
public accounting firm for the fiscal year
ending December 31, 2021.
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AGILE THERAPEUTICS INC Agenda Number: 935409246
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Security: 00847L100
Meeting Type: Annual
Meeting Date: 08-Jun-2021
Ticker: AGRX
ISIN: US00847L1008
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Al Altomari Mgmt For For
John Hubbard, Ph.D FCP Mgmt For For
James P. Tursi, M.D. Mgmt For For
2. The approval, on a non-binding, advisory Mgmt For For
basis, of the 2020 compensation of our
named executive officers.
3. Ratify the appointment of Ernst & Young LLP Mgmt For For
as the Company's independent registered
public accounting firm for the year ending
December 31, 2021.
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AMICUS THERAPEUTICS, INC. Agenda Number: 935410679
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Security: 03152W109
Meeting Type: Annual
Meeting Date: 10-Jun-2021
Ticker: FOLD
ISIN: US03152W1099
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Craig A. Wheeler Mgmt For For
Burke W. Whitman Mgmt For For
2. Approval of the Amended and Restated 2007 Mgmt For For
Equity Incentive Plan to add 7,000,000
shares to the equity pool.
3. Ratify the appointment of Ernst & Young LLP Mgmt For For
as the Company's independent registered
public accounting firm for the fiscal year
ending December 31, 2021.
4. Approval, on an advisory basis, the Mgmt For For
Company's executive compensation.
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ANTHEM, INC. Agenda Number: 935387488
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Security: 036752103
Meeting Type: Annual
Meeting Date: 26-May-2021
Ticker: ANTM
ISIN: US0367521038
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Lewis Hay, III Mgmt For For
1.2 Election of Director: Antonio F. Neri Mgmt For For
1.3 Election of Director: Ramiro G. Peru Mgmt For For
2. Advisory vote to approve the compensation Mgmt For For
of our named executive officers.
3. To ratify the appointment of Ernst & Young Mgmt For For
LLP as the independent registered public
accounting firm for 2021.
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ASCENDIS PHARMA A S Agenda Number: 935429527
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Security: 04351P101
Meeting Type: Annual
Meeting Date: 28-May-2021
Ticker: ASND
ISIN: US04351P1012
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Election of Chairman of the Meeting. Mgmt For For
2. Report on the Company's Activities during Mgmt For For
the Past Year.
3. Presentation of Audited Annual Report with Mgmt For For
Auditor's Statement for Approval and
Discharge of the Board of Directors and
Management.
4. Resolution on Application of Profits or Mgmt For For
Covering of Losses as per the Adopted
Annual Report.
5A. Election of Board Member for Class I, with Mgmt For For
a term expiring at the annual general
meeting held in 2023: James I. Healy
5B. Election of Board Member for Class I, with Mgmt For For
a term expiring at the annual general
meeting held in 2023: Jan Moller Mikkelsen
5C. Election of Board Member for Class I, with Mgmt For For
a term expiring at the annual general
meeting held in 2023: Lisa Morrison
6. Election of State-authorized Public Mgmt For For
Auditor.
7A. The Board of Directors is authorized to Mgmt For For
increase the Company's share capital by up
to nominal DKK 9,000,000 without
pre-emptive subscription right for the
Company's shareholder. The capital increase
must be carried out at market price.
7B. The Board of Directors is authorized to Mgmt For For
issue up to nominal 2,000,000 new warrants
to management, employees and consultants.
The exercise price of such warrants shall
be determined by the Board of Directors and
shall equal at least to the market price of
the shares at the time of issuance.
7C. The Board of Directors is authorized, to Mgmt For For
purchase up to nominal DKK 2,000,000 shares
or American Depositary Shares representing
a corresponding amount of shares in the
Company as treasury shares. The minimum
price per share shall be DKK 1 and the
maximum price per share shall not exceed
the market price.
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AVANTOR, INC. Agenda Number: 935400628
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Security: 05352A100
Meeting Type: Annual
Meeting Date: 13-May-2021
Ticker: AVTR
ISIN: US05352A1007
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Matthew Holt Mgmt For For
1b. Election of Director: Christi Shaw Mgmt For For
1c. Election of Director: Michael Severino Mgmt For For
1d. Election of Director: Gregory Summe Mgmt For For
2a. Amendment to the Certificate of Mgmt For For
Incorporation to permit stockholders of
record representing at least 20% of the
relevant voting power continuously for one
year to call a special meeting of
stockholders.
2b. Amendment to the Certificate of Mgmt For For
Incorporation to remove supermajority
voting standards for stockholder approval
of future amendments to the Certificate of
Incorporation and Bylaws.
3. Ratification of the Appointment of Deloitte Mgmt For For
& Touche LLP as the Company's independent
registered accounting firm for 2021.
4. Approve, on an Advisory Basis, Named Mgmt For For
Executive Officer Compensation.
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AXONICS, INC. Agenda Number: 935433374
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Security: 05465P101
Meeting Type: Annual
Meeting Date: 23-Jun-2021
Ticker: AXNX
ISIN: US05465P1012
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Raymond W. Cohen Mgmt For For
1B. Election of Director: Robert E. McNamara Mgmt For For
1C. Election of Director: Michael H. Carrel Mgmt For For
1D. Election of Director: Nancy Snyderman, M.D. Mgmt For For
1E. Election of Director: Jane E. Kiernan Mgmt For For
1F. Election of Director: David M. Demski Mgmt For For
2. To ratify the selection of BDO USA, LLP as Mgmt For For
our independent registered public
accounting firm for the fiscal year ending
December 31, 2021.
3. Approval, on an advisory basis, of the Mgmt For For
compensation of the named executive
officers of Axonics, Inc.
4. Approval, on an advisory basis, of the Mgmt 1 Year For
frequency of future advisory votes on the
compensation of the named executive
officers of Axonics, Inc.
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BECTON, DICKINSON AND COMPANY Agenda Number: 935316845
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Security: 075887109
Meeting Type: Annual
Meeting Date: 26-Jan-2021
Ticker: BDX
ISIN: US0758871091
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Catherine M. Burzik Mgmt For For
1B. Election of Director: R. Andrew Eckert Mgmt For For
1C. Election of Director: Vincent A. Forlenza Mgmt For For
1D. Election of Director: Claire M. Fraser Mgmt For For
1E. Election of Director: Jeffrey W. Henderson Mgmt For For
1F. Election of Director: Christopher Jones Mgmt For For
1G. Election of Director: Marshall O. Larsen Mgmt For For
1H. Election of Director: David F. Melcher Mgmt For For
1I. Election of Director: Thomas E. Polen Mgmt For For
1J. Election of Director: Claire Pomeroy Mgmt For For
1K. Election of Director: Rebecca W. Rimel Mgmt For For
1L. Election of Director: Timothy M. Ring Mgmt For For
1M. Election of Director: Bertram L. Scott Mgmt For For
2. Ratification of the selection of the Mgmt For For
independent registered public accounting
firm.
3. Advisory vote to approve named executive Mgmt For For
officer compensation.
4. Shareholder proposal seeking to lower the Shr For Against
ownership threshold required to call a
special shareholders meeting, if properly
presented at the meeting.
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BIO-RAD LABORATORIES, INC. Agenda Number: 935380686
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Security: 090572207
Meeting Type: Annual
Meeting Date: 27-Apr-2021
Ticker: BIO
ISIN: US0905722072
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Nominee: Melinda Litherland Mgmt For For
1.2 Election of Nominee: Arnold A. Pinkston Mgmt For For
2. PROPOSAL to ratify the selection of KPMG Mgmt For For
LLP to serve as the Company's independent
auditors.
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BIOMARIN PHARMACEUTICAL INC. Agenda Number: 935385357
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Security: 09061G101
Meeting Type: Annual
Meeting Date: 25-May-2021
Ticker: BMRN
ISIN: US09061G1013
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Jean-Jacques Bienaime Mgmt For For
Elizabeth M. Anderson Mgmt For For
Willard Dere Mgmt For For
Michael Grey Mgmt For For
Elaine J. Heron Mgmt For For
Maykin Ho Mgmt For For
Robert J. Hombach Mgmt For For
V. Bryan Lawlis Mgmt For For
Richard A. Meier Mgmt For For
David E.I. Pyott Mgmt For For
Dennis J. Slamon Mgmt For For
2. To ratify the selection of KPMG LLP as the Mgmt For For
independent registered public accounting
firm for BioMarin for the fiscal year
ending December 31, 2021.
3. To approve, on an advisory basis, the Mgmt For For
compensation of the Company's Named
Executive Officers as disclosed in the
Proxy Statement.
4. To approve an amendment to the 2017 Equity Mgmt For For
Incentive Plan, as amended.
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BOSTON SCIENTIFIC CORPORATION Agenda Number: 935360456
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Security: 101137107
Meeting Type: Annual
Meeting Date: 06-May-2021
Ticker: BSX
ISIN: US1011371077
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Nelda J. Connors Mgmt For For
1B. Election of Director: Charles J. Mgmt For For
Dockendorff
1C. Election of Director: Yoshiaki Fujimori Mgmt For For
1D. Election of Director: Donna A. James Mgmt For For
1E. Election of Director: Edward J. Ludwig Mgmt For For
1F. Election of Director: Michael F. Mahoney Mgmt For For
1G. Election of Director: David J. Roux Mgmt For For
1H. Election of Director: John E. Sununu Mgmt For For
1I. Election of Director: Ellen M. Zane Mgmt For For
2. To approve, on a non-binding, advisory Mgmt For For
basis, named executive officer
compensation.
3. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for the 2021 fiscal year.
4. To consider and vote upon a stockholder Shr Against For
proposal requesting a report to
stockholders describing any benefits to the
company related to employee participation
in company governance.
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CENTENE CORPORATION Agenda Number: 935349604
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Security: 15135B101
Meeting Type: Annual
Meeting Date: 27-Apr-2021
Ticker: CNC
ISIN: US15135B1017
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Jessica L. Blume Mgmt For For
1B. Election of Director: Frederick H. Eppinger Mgmt For For
1C. Election of Director: David L. Steward Mgmt For For
1D. Election of Director: William L. Trubeck Mgmt For For
2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt Against Against
COMPENSATION.
3. RATIFICATION OF APPOINTMENT OF KPMG LLP AS Mgmt For For
OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2021.
4. APPROVAL OF THE AMENDMENT TO THE 2012 STOCK Mgmt For For
INCENTIVE PLAN, AS AMENDED.
5. APPROVAL OF THE AMENDMENT AND RESTATEMENT Mgmt For For
OF THE COMPANY'S CERTIFICATE OF
INCORPORATION AS DESCRIBED IN THE PROXY
STATEMENT.
6. THE STOCKHOLDER PROPOSAL TO ELECT EACH Shr For For
DIRECTOR ANNUALLY AS DESCRIBED IN THE PROXY
STATEMENT.
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EDWARDS LIFESCIENCES CORPORATION Agenda Number: 935354035
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Security: 28176E108
Meeting Type: Annual
Meeting Date: 04-May-2021
Ticker: EW
ISIN: US28176E1082
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Kieran T. Gallahue Mgmt For For
1.2 Election of Director: Leslie S. Heisz Mgmt For For
1.3 Election of Director: Paul A. LaViolette Mgmt For For
1.4 Election of Director: Steven R. Loranger Mgmt For For
1.5 Election of Director: Martha H. Marsh Mgmt For For
1.6 Election of Director: Michael A. Mussallem Mgmt For For
1.7 Election of Director: Ramona Sequeira Mgmt For For
1.8 Election of Director: Nicholas J. Valeriani Mgmt For For
2. Advisory Vote to Approve Named Executive Mgmt For For
Officer Compensation.
3. Approval of the Amendment and Restatement Mgmt For For
of the Company's 2001 Employee Stock
Purchase Plan for United States Employees
(the "U.S. ESPP") to Increase the Total
Number of Shares of Common Stock Available
for Issuance under the U.S. ESPP by
3,300,000 Shares.
4. Approval of the Amendment and Restatement Mgmt For For
of the Company's 2001 Employee Stock
Purchase Plan for International Employees
(the "International ESPP") to Increase the
Total Number of Shares of Common Stock
Available for Issuance under the
International ESPP by 1,200,000 Shares.
5. Ratification of Appointment of Independent Mgmt For For
Registered Public Accounting Firm.
6. Advisory Vote on a Stockholder Proposal Shr Against For
Regarding Action by Written Consent.
7. Advisory Vote on a Stockholder Proposal to Shr Against For
Adopt a Policy to Include Non-Management
Employees as Prospective Director
Candidates.
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ESTABLISHMENT LABS HOLDINGS INC. Agenda Number: 935389850
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Security: G31249108
Meeting Type: Annual
Meeting Date: 25-May-2021
Ticker: ESTA
ISIN: VGG312491084
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Lisa Gersh Mgmt For For
2. The ratification of Marcum LLP as the Mgmt For For
independent public accounting firm for the
fiscal year ending December 31, 2021.
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EYEPOINT PHARMACEUTICALS INC Agenda Number: 935287296
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Security: 30233G100
Meeting Type: Special
Meeting Date: 01-Dec-2020
Ticker: EYPT
ISIN: US30233G1004
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve an amendment to the Company's Mgmt For For
Certificate of Incorporation, as amended,
to effect a reverse stock split of its
common stock at a ratio in the range of
1:10 to 1:25, as determined by the
Company's Board of Directors and with such
reverse stock split to be effected at such
time and date, if at all, as determined by
the Company's Board of Directors in its
sole discretion.
2. To approve the adjournment of the Special Mgmt For For
Meeting, if necessary, if a quorum is
present, to solicit additional proxies if
there are not sufficient votes to approve
the reverse stock split proposal.
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EYEPOINT PHARMACEUTICALS INC Agenda Number: 935425202
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Security: 30233G209
Meeting Type: Annual
Meeting Date: 22-Jun-2021
Ticker: EYPT
ISIN: US30233G2093
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Goran Ando Mgmt For For
Nancy Lurker Mgmt For For
Ronald W. Eastman Mgmt For For
John B. Landis Mgmt For For
David Guyer Mgmt For For
Wendy DiCicco Mgmt For For
Ye Liu Mgmt For For
2. To approve an amendment to the EyePoint Mgmt For For
Pharmaceuticals, Inc. 2016 Long-Term
Incentive Plan to increase the number of
shares authorized for issuance thereunder
by 2,500,000 shares.
3. To approve an amendment to the EyePoint Mgmt For For
Pharmaceuticals, Inc. 2019 Employee Stock
Purchase Plan to increase the number of
shares authorized for issuance thereunder
by 250,000 shares.
4. To approve, on an advisory basis, the Mgmt For For
compensation paid to the Company's named
executive officers as disclosed in the
accompanying proxy statement.
5. 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 December 31, 2021.
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HUMANA INC. Agenda Number: 935341331
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Security: 444859102
Meeting Type: Annual
Meeting Date: 22-Apr-2021
Ticker: HUM
ISIN: US4448591028
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A) Election of Director: Kurt J. Hilzinger Mgmt For For
1B) Election of Director: Raquel C. Bono, M.D. Mgmt For For
1C) Election of Director: Bruce D. Broussard Mgmt For For
1D) Election of Director: Frank A. D'Amelio Mgmt For For
1E) Election of Director: Wayne A. I. Mgmt For For
Frederick, M.D.
1F) Election of Director: John W. Garratt Mgmt For For
1G) Election of Director: David A. Jones, Jr. Mgmt For For
1H) Election of Director: Karen W. Katz Mgmt For For
1I) Election of Director: Marcy S. Klevorn Mgmt For For
1J) Election of Director: William J. McDonald Mgmt For For
1K) Election of Director: Jorge S. Mesquita Mgmt For For
1L) Election of Director: James J. O'Brien Mgmt For For
1M) Election of Director: Marissa T. Peterson Mgmt For For
2. The ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm.
3. Non-binding advisory vote for the approval Mgmt For For
of the compensation of the named executive
officers as disclosed in the 2021 proxy
statement.
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ILLUMINA, INC. Agenda Number: 935395485
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Security: 452327109
Meeting Type: Annual
Meeting Date: 26-May-2021
Ticker: ILMN
ISIN: US4523271090
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Caroline D. Dorsa Mgmt For For
1B. Election of Director: Robert S. Epstein, Mgmt For For
M.D.
1C. Election of Director: Scott Gottlieb, M.D. Mgmt For For
1D. Election of Director: Gary S. Guthart Mgmt For For
1E. Election of Director: Philip W. Schiller Mgmt For For
1F. Election of Director: John W. Thompson Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for the fiscal year ending
January 2, 2022.
3. To approve, on an advisory basis, the Mgmt Against Against
compensation of the named executive
officers as disclosed in the Proxy
Statement.
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INSMED INCORPORATED Agenda Number: 935366751
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Security: 457669307
Meeting Type: Annual
Meeting Date: 12-May-2021
Ticker: INSM
ISIN: US4576693075
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
David R. Brennan Mgmt For For
Leo Lee Mgmt For For
Carol A. Schafer Mgmt For For
Melvin Sharoky, M.D. Mgmt For For
2. An advisory vote on the 2020 compensation Mgmt For For
of our named executive officers.
3. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as our independent registered
public accounting firm for the year ending
December 31, 2021.
4. Approval of an amendment to the Insmed Mgmt Against Against
Incorporated 2019 Incentive Plan.
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LABORATORY CORP. OF AMERICA HOLDINGS Agenda Number: 935373059
--------------------------------------------------------------------------------------------------------------------------
Security: 50540R409
Meeting Type: Annual
Meeting Date: 12-May-2021
Ticker: LH
ISIN: US50540R4092
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Kerrii B. Anderson Mgmt For For
1B. Election of Director: Jean-Luc Belingard Mgmt For For
1C. Election of Director: Jeffrey A. Davis Mgmt For For
1D. Election of Director: D. Gary Gilliland, Mgmt For For
M.D., Ph.D.
1E. Election of Director: Garheng Kong, M.D., Mgmt For For
Ph.D.
1F. Election of Director: Peter M. Neupert Mgmt For For
1G. Election of Director: Richelle P. Parham Mgmt For For
1H. Election of Director: Adam H. Schechter Mgmt For For
1I. Election of Director: Kathryn E. Wengel Mgmt For For
1J. Election of Director: R. Sanders Williams, Mgmt For For
M.D.
2. To approve, by non-binding vote, executive Mgmt For For
compensation.
3. Ratification of the appointment of Deloitte Mgmt For For
and Touche LLP as Laboratory Corporation of
America Holdings' independent registered
public accounting firm for the year ending
December 31, 2021.
4. Shareholder proposal seeking an amendment Shr Against For
to our proxy access by-law to remove the
aggregation limit.
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MARAVAI LIFESCIENCES HOLDINGS, INC. Agenda Number: 935413031
--------------------------------------------------------------------------------------------------------------------------
Security: 56600D107
Meeting Type: Annual
Meeting Date: 19-May-2021
Ticker: MRVI
ISIN: US56600D1072
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Carl Hull Mgmt For For
Benjamin Daverman Mgmt For For
Susannah Gray Mgmt For For
Constantine Mihas Mgmt For For
2. To approve, by an advisory vote, to retain Mgmt Against Against
the classified structure of the Board.
3. To approve, by an advisory vote, to retain Mgmt Against Against
the supermajority voting standards in
Maravai's Amended and Restated Certificate
of Incorporation and Maravai's Amended and
Restated Bylaws.
4. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Maravai's independent registered
public accounting firm for the year ending
December 31, 2021.
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MCKESSON CORPORATION Agenda Number: 935239182
--------------------------------------------------------------------------------------------------------------------------
Security: 58155Q103
Meeting Type: Annual
Meeting Date: 29-Jul-2020
Ticker: MCK
ISIN: US58155Q1031
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director for a one-year term: Mgmt For For
Dominic J. Caruso
1B. Election of Director for a one-year term: Mgmt For For
N. Anthony Coles, M.D.
1C. Election of Director for a one-year term: Mgmt For For
M. Christine Jacobs
1D. Election of Director for a one-year term: Mgmt For For
Donald R. Knauss
1E. Election of Director for a one-year term: Mgmt For For
Marie L. Knowles
1F. Election of Director for a one-year term: Mgmt For For
Bradley E. Lerman
1G. Election of Director for a one-year term: Mgmt For For
Maria Martinez
1H. Election of Director for a one-year term: Mgmt For For
Edward A. Mueller
1I. Election of Director for a one-year term: Mgmt For For
Susan R. Salka
1J. Election of Director for a one-year term: Mgmt For For
Brian S. Tyler
1K. Election of Director for a one-year term: Mgmt For For
Kenneth E. Washington, Ph.D.
2. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the company's independent
registered public accounting firm for the
fiscal year ending March 31, 2021.
3. Advisory vote on executive compensation. Mgmt For For
4. Shareholder proposal on action by written Shr Against For
consent of shareholders.
5. Shareholder proposal on disclosure of Shr Against For
lobbying activities and expenditures.
6. Shareholder proposal on statement of Shr Against For
purpose of a corporation.
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MENLO THERAPEUTICS Agenda Number: 935240717
--------------------------------------------------------------------------------------------------------------------------
Security: 586858102
Meeting Type: Annual
Meeting Date: 03-Aug-2020
Ticker: MNLO
ISIN: US5868581027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Sharon Barbari Mgmt For For
Rex Bright Mgmt For For
2. To ratify the selection, by the Audit Mgmt For For
Committee of the Company's Board of
Directors, of PricewaterhouseCoopers LLP as
the independent registered public
accounting firm of the Company for its
fiscal year ending December 31, 2020.
3. To approve and adopt amendments to the Mgmt For For
Company's Amended and Restated Certificate
of Incorporation (the "Reverse Stock Split
Amendment") to (i) effect a reverse stock
split of Company's common stock on or
before August 3, 2021 at a ratio ranging
from 1-for-2 shares up to a ratio of
1-for-7 shares, which ratio will be
selected by the Company's Board of
Directors and set forth in a public
announcement (the "Reverse Stock Split"), &
(ii) reduce number of authorized shares of
Company's common stock by a corresponding
ratio ("Authorized Share Reduction").
--------------------------------------------------------------------------------------------------------------------------
MERCK & CO., INC. Agenda Number: 935381044
--------------------------------------------------------------------------------------------------------------------------
Security: 58933Y105
Meeting Type: Annual
Meeting Date: 25-May-2021
Ticker: MRK
ISIN: US58933Y1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Leslie A. Brun Mgmt For For
1B. Election of Director: Mary Ellen Coe Mgmt For For
1C. Election of Director: Pamela J. Craig Mgmt For For
1D. Election of Director: Kenneth C. Frazier Mgmt For For
1E. Election of Director: Thomas H. Glocer Mgmt For For
1F. Election of Director: Risa J. Mgmt For For
Lavizzo-Mourey
1G. Election of Director: Stephen L. Mayo Mgmt For For
1H. Election of Director: Paul B. Rothman Mgmt For For
1I. Election of Director: Patricia F. Russo Mgmt For For
1J. Election of Director: Christine E. Seidman Mgmt For For
1K. Election of Director: Inge G. Thulin Mgmt For For
1L. Election of Director: Kathy J. Warden Mgmt For For
1M. Election of Director: Peter C. Wendell Mgmt For For
2. Non-binding advisory vote to approve the Mgmt For For
compensation of our named executive
officers.
3. Ratification of the appointment of the Mgmt For For
Company's independent registered public
accounting firm for 2021.
4. Shareholder proposal concerning a Shr Against For
shareholder right to act by written
consent.
5. Shareholder proposal regarding access to Shr Against For
COVID-19 products.
--------------------------------------------------------------------------------------------------------------------------
MINERVA NEUROSCIENCES, INC. Agenda Number: 935404361
--------------------------------------------------------------------------------------------------------------------------
Security: 603380106
Meeting Type: Annual
Meeting Date: 11-Jun-2021
Ticker: NERV
ISIN: US6033801068
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
William F. Doyle Mgmt For For
Hans Peter Hasler Mgmt For For
2. To approve the Company's Stock Option Mgmt For For
Exchange Program.
3. Advisory vote to approve compensation of Mgmt For For
the Company's executive compensation ("say
on pay").
4. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the Company's independent
registered public accounting firm for the
fiscal year ending December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
MUSTANG BIO, INC. Agenda Number: 935421848
--------------------------------------------------------------------------------------------------------------------------
Security: 62818Q104
Meeting Type: Annual
Meeting Date: 17-Jun-2021
Ticker: MBIO
ISIN: US62818Q1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Michael S. Weiss Mgmt For For
Lindsay Rosenwald, M.D. Mgmt For For
Neil Herskowitz Mgmt For For
Manuel Litchman, M.D. Mgmt For For
Michael Zelefsky, M.D. Mgmt For For
Adam J. Chill Mgmt For For
2. Ratify the appointment of BDO USA, LLP as Mgmt For For
the Company's independent registered public
accounting firm for the year ending
December 31, 2021.
3. A shareholder proposal on an amendment to Shr For Against
the Company's articles/bylaws to require a
majority vote in director elections.
4. Amendment of the Amended and Restated Mgmt For For
Certificate of Incorporation to increase
the number of authorized shares of Common
Stock.
5. Amendment to the Company's 2016 Incentive Mgmt For For
Plan to increase the number of shares
issuable by Mustang Bio, Inc.
6. Amendment of our 2019 Employee Stock Mgmt For For
Purchase Plan to increase the number of
shares available under the Plan.
--------------------------------------------------------------------------------------------------------------------------
NATERA, INC. Agenda Number: 935394926
--------------------------------------------------------------------------------------------------------------------------
Security: 632307104
Meeting Type: Annual
Meeting Date: 25-May-2021
Ticker: NTRA
ISIN: US6323071042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Roelof Botha Mgmt For For
Steve Chapman Mgmt For For
Todd Cozzens Mgmt For For
Matthew Rabinowitz Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Natera, Inc.'s independent
registered public accounting firm for the
fiscal year ending December 31, 2021.
3. To approve, on an advisory (non-binding) Mgmt For For
basis, the compensation of Natera, Inc.'s
named executive officers.
--------------------------------------------------------------------------------------------------------------------------
NEKTAR THERAPEUTICS Agenda Number: 935416784
--------------------------------------------------------------------------------------------------------------------------
Security: 640268108
Meeting Type: Annual
Meeting Date: 10-Jun-2021
Ticker: NKTR
ISIN: US6402681083
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Jeff Ajer Mgmt For For
1B. Election of Director: Robert B. Chess Mgmt For For
1C. Election of Director: Roy A. Whitfield Mgmt For For
2. To approve an amendment to our Amended and Mgmt For For
Restated 2017 Performance Incentive Plan to
increase the aggregate number of shares of
common stock authorized for issuance under
the plan by 5,000,000 shares.
3. To ratify the selection of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for the fiscal year ending
December 31, 2021.
4. To approve a non-binding advisory Mgmt For For
resolution regarding our executive
compensation (a "say-on-pay" vote).
--------------------------------------------------------------------------------------------------------------------------
PARATEK PHARMACEUTICALS, INC. Agenda Number: 935410516
--------------------------------------------------------------------------------------------------------------------------
Security: 699374302
Meeting Type: Annual
Meeting Date: 09-Jun-2021
Ticker: PRTK
ISIN: US6993743029
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Rolf K. Hoffmann Mgmt For For
Kristine Peterson Mgmt For For
Jeffrey Stein, Ph.D. Mgmt For For
2. To approve an amendment to our Amended and Mgmt For For
Restated Certificate of Incorporation, as
amended, to increase the number of
authorized shares of our common stock from
100,000,000 shares to 200,000,000 shares.
3. To ratify the selection by the Audit Mgmt For For
Committee of the Board of Directors of
Ernst & Young LLP as our independent
registered public accounting firm for the
year ending December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
SI-BONE, INC. Agenda Number: 935426228
--------------------------------------------------------------------------------------------------------------------------
Security: 825704109
Meeting Type: Annual
Meeting Date: 10-Jun-2021
Ticker: SIBN
ISIN: US8257041090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Helen Loh Mgmt For For
1B. Election of Director: Mika Nishimura Mgmt For For
1C. Election of Director: Keith C. Valentine Mgmt For For
2. To ratify the selection by the Audit Mgmt For For
Committee of the Board of Directors of
PricewaterhouseCoopers LLP as SI-BONE,
Inc.'s independent registered public
accounting firm for the fiscal year ending
December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
SILK ROAD MEDICAL INC Agenda Number: 935228204
--------------------------------------------------------------------------------------------------------------------------
Security: 82710M100
Meeting Type: Annual
Meeting Date: 08-Jul-2020
Ticker: SILK
ISIN: US82710M1009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Class I director to serve until Mgmt For For
our 2023 Annual Meeting of Stockholders:
Erica J. Rogers
1B. Election of Class I director to serve until Mgmt For For
our 2023 Annual Meeting of Stockholders:
Jack W. Lasersohn
2. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for our fiscal year ending December
31, 2020.
--------------------------------------------------------------------------------------------------------------------------
SILK ROAD MEDICAL INC Agenda Number: 935419982
--------------------------------------------------------------------------------------------------------------------------
Security: 82710M100
Meeting Type: Annual
Meeting Date: 17-Jun-2021
Ticker: SILK
ISIN: US82710M1009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Kevin J. Ballinger Mgmt For For
Tony M. Chou, M.D. Mgmt For For
2. To adopt and approve amendment to our Mgmt For For
Certificate of Incorporation to phase out
the classified structure of our board of
directors.
3. To approve Named Executive Officer Mgmt For For
Compensation on an advisory basis.
4. The frequency of advisory votes on Named Mgmt 1 Year For
Executive Officer Compensation on an
advisory basis.
5. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for our fiscal year ending December
31, 2021.
--------------------------------------------------------------------------------------------------------------------------
TANDEM DIABETES CARE, INC. Agenda Number: 935377463
--------------------------------------------------------------------------------------------------------------------------
Security: 875372203
Meeting Type: Annual
Meeting Date: 18-May-2021
Ticker: TNDM
ISIN: US8753722037
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Class II Director for a Mgmt For For
three-year term to expire at the 2024
annual meeting: Dick P. Allen
1B. Election of Class II Director for a Mgmt For For
three-year term to expire at the 2024
annual meeting: Rebecca B. Robertson
1C. Election of Class II Director for a Mgmt For For
three-year term to expire at the 2024
annual meeting: Rajwant S. Sodhi
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for the fiscal year ending
December 31, 2021.
3. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation of our named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
TELADOC HEALTH, INC. Agenda Number: 935274794
--------------------------------------------------------------------------------------------------------------------------
Security: 87918A105
Meeting Type: Special
Meeting Date: 29-Oct-2020
Ticker: TDOC
ISIN: US87918A1051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of Share Issuance. To approve the Mgmt For For
issuance of shares of Teladoc Health, Inc.
("Teladoc") common stock to the
shareholders of Livongo Health, Inc.
("Livongo") pursuant to the Agreement and
Plan of Merger, dated as of August 5, 2020,
by and among Teladoc, Livongo, and
Tempranillo Merger Sub, Inc., a
wholly-owned subsidiary of Teladoc (the
"Teladoc share issuance proposal").
2. Adoption of Charter Amendment. To adopt an Mgmt For For
amendment to the certificate of
incorporation of Teladoc (the "Teladoc
charter amendment proposal")
3. Adjournment of Teladoc Shareholder Meeting. Mgmt For For
To approve the adjournment of the Teladoc
shareholder meeting to solicit additional
proxies if there are not sufficient votes
at the time of the Teladoc shareholder
meeting to approve the Teladoc share
issuance proposal and the Teladoc charter
amendment proposal or to ensure that any
supplement or amendment to the accompanying
joint proxy statement/prospectus is timely
provided to Teladoc shareholders.
--------------------------------------------------------------------------------------------------------------------------
TELADOC HEALTH, INC. Agenda Number: 935377437
--------------------------------------------------------------------------------------------------------------------------
Security: 87918A105
Meeting Type: Annual
Meeting Date: 17-May-2021
Ticker: TDOC
ISIN: US87918A1051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director for a term of one Mgmt For For
year: Christopher Bischoff
1B. Election of Director for a term of one Mgmt For For
year: Karen L. Daniel
1C. Election of Director for a term of one Mgmt For For
year: Sandra L. Fenwick
1D. Election of Director for a term of one Mgmt For For
year: William H. Frist, MD
1E. Election of Director for a term of one Mgmt For For
year: Jason Gorevic
1F. Election of Director for a term of one Mgmt For For
year: Catherine A. Jacobson
1G. Election of Director for a term of one Mgmt For For
year: Thomas G. McKinley
1H. Election of Director for a term of one Mgmt For For
year: Kenneth H. Paulus
1I. Election of Director for a term of one Mgmt For For
year: David Shedlarz
1J. Election of Director for a term of one Mgmt For For
year: Mark Douglas Smith, MD
1K. Election of Director for a term of one Mgmt For For
year: David B. Snow, Jr.
2. Approve, on an advisory basis, the Mgmt For For
compensation of Teladoc Health's named
executive officers.
3. Ratify the appointment of Ernst & Young LLP Mgmt For For
as Teladoc Health's independent registered
public accounting firm for the fiscal year
ending December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
THERMO FISHER SCIENTIFIC INC. Agenda Number: 935375736
--------------------------------------------------------------------------------------------------------------------------
Security: 883556102
Meeting Type: Annual
Meeting Date: 19-May-2021
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: C. Martin Harris Mgmt For For
1D. Election of Director: Tyler Jacks Mgmt For For
1E. Election of Director: R. Alexandra Keith Mgmt For For
1F. Election of Director: Thomas J. Lynch Mgmt For For
1G. Election of Director: Jim P. Manzi Mgmt For For
1H. Election of Director: James C. Mullen Mgmt For For
1I. Election of Director: Lars R. Sorensen Mgmt For For
1J. Election of Director: Debora L. Spar Mgmt For For
1K. Election of Director: Scott M. Sperling Mgmt For For
1L. Election of Director: Dion J. Weisler Mgmt For For
2. An advisory vote to approve named executive Mgmt Against Against
officer compensation.
3. Ratification of the Audit Committee's Mgmt For For
selection of PricewaterhouseCoopers LLP as
the Company's independent auditors for
2021.
4. A shareholder Proposal regarding special Shr For Against
Shareholder Meetings.
--------------------------------------------------------------------------------------------------------------------------
UNIQURE N.V. Agenda Number: 935298251
--------------------------------------------------------------------------------------------------------------------------
Security: N90064101
Meeting Type: Special
Meeting Date: 01-Dec-2020
Ticker: QURE
ISIN: NL0010696654
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Appointment of Robert Gut, M.D., Ph.D. as a Mgmt For For
non-executive director.
--------------------------------------------------------------------------------------------------------------------------
UNIQURE N.V. Agenda Number: 935446725
--------------------------------------------------------------------------------------------------------------------------
Security: N90064101
Meeting Type: Annual
Meeting Date: 16-Jun-2021
Ticker: QURE
ISIN: NL0010696654
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Resolution to adopt the 2020 Dutch Mgmt For For
statutory annual accounts and treatment of
the results.
2. Resolution to discharge liability of the Mgmt For For
members of the Board for their management.
3. Reappointment of David Meek as Mgmt For For
non-executive director.
4. Reappointment of Paula Soteropoulos as Mgmt For For
non-executive director.
5. Approval of the Amendment to the 2014 Mgmt For For
Restated Plan.
6. Resolution to reauthorize the Board to Mgmt For For
issue ordinary shares and options.
7. Resolution to reauthorize the Board to Mgmt For For
exclude or limit preemptive rights upon the
issuance of ordinary shares.
8. Authorization of the Board to repurchase Mgmt For For
ordinary shares.
9. Resolution to appoint KPMG as external Mgmt For For
auditor of the Company for the 2021
financial year.
10. Approval of the Amendment to the Articles Mgmt For For
of Incorporation.
11. To approve, on an advisory basis, the Mgmt Against Against
compensation of the named executive
officers of the Company.
--------------------------------------------------------------------------------------------------------------------------
ZIMMER BIOMET HOLDINGS, INC. Agenda Number: 935362892
--------------------------------------------------------------------------------------------------------------------------
Security: 98956P102
Meeting Type: Annual
Meeting Date: 14-May-2021
Ticker: ZBH
ISIN: US98956P1021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Christopher B. Begley Mgmt For For
1B. Election of Director: Betsy J. Bernard Mgmt For For
1C. Election of Director: Michael J. Farrell Mgmt For For
1D. Election of Director: Robert A. Hagemann Mgmt For For
1E. Election of Director: Bryan C. Hanson Mgmt For For
1F. Election of Director: Arthur J. Higgins Mgmt For For
1G. Election of Director: Maria Teresa Hilado Mgmt For For
1H. Election of Director: Syed Jafry Mgmt For For
1I. Election of Director: Sreelakshmi Kolli Mgmt For For
1J. Election of Director: Michael W. Michelson Mgmt For For
2. Ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for 2021.
3. Approve, on a non-binding advisory basis, Mgmt For For
named executive officer compensation ("Say
on Pay").
4. Approve the amended 2009 Stock Incentive Mgmt For For
Plan.
5. Approve the amended Stock Plan for Mgmt For For
Non-Employee Directors.
6. Approve the amended Deferred Compensation Mgmt For For
Plan for Non-Employee Directors.
7. Approve amendments to our Restated Mgmt For For
Certificate of Incorporation to permit
shareholders to call a special meeting.
Highland Opportunistic Credit Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
Highland iBoxx Senior Loan Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
NexPoint Merger Arbitrage Fund
--------------------------------------------------------------------------------------------------------------------------
ACACIA COMMUNICATIONS, INC. Agenda Number: 935334742
--------------------------------------------------------------------------------------------------------------------------
Security: 00401C108
Meeting Type: Special
Meeting Date: 01-Mar-2021
Ticker: ACIA
ISIN: US00401C1080
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Amended and Restated Agreement Mgmt For For
and Plan of Merger, dated as of January 14,
2021, as it may be amended from time to
time, by and among Acacia Communications,
Inc., Cisco Systems, Inc., and Amarone
Acquisition Corp. (the "Amended and
Restated Agreement and Plan of Merger").
2. To approve, on a nonbinding advisory basis, Mgmt For For
the compensation that may be payable to
Acacia Communications, Inc.'s named
executive officers in connection with the
merger.
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 proposal to
adopt the Amended and Restated Agreement
and Plan of Merger.
--------------------------------------------------------------------------------------------------------------------------
ADVANCED DISPOSAL SERVICES INC. Agenda Number: 935255578
--------------------------------------------------------------------------------------------------------------------------
Security: 00790X101
Meeting Type: Special
Meeting Date: 25-Aug-2020
Ticker: ADSW
ISIN: US00790X1019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of April 14, 2019, as amended by
Amendment No. 1 thereto, dated as of June
24, 2020, as may be further amended from
time to time (the amended merger
agreement), by and among Advanced Disposal
Services, Inc. (Advanced Disposal), Waste
Management, Inc. and Everglades Merger Sub
Inc. (Merger Sub) pursuant to which Merger
Sub will merge with and into Advanced
Disposal (the merger).
2. To approve, on a non-binding advisory Mgmt Against Against
basis, specified compensation that may be
paid or become payable to Advanced
Disposal's named executive officers in
connection with the merger and contemplated
by the amended merger agreement.
3. To approve one or more adjournments of the Mgmt For For
special meeting, if necessary or
appropriate, to solicit additional proxies
if there are insufficient votes at the time
of the special meeting to approve the
proposal to adopt the amended merger
agreement.
--------------------------------------------------------------------------------------------------------------------------
AEROJET ROCKETDYNE HOLDINGS, INC. Agenda Number: 935353780
--------------------------------------------------------------------------------------------------------------------------
Security: 007800105
Meeting Type: Annual
Meeting Date: 05-May-2021
Ticker: AJRD
ISIN: US0078001056
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
Gen Kevin P. Chilton Mgmt For For
Thomas A. Corcoran Mgmt For For
Eileen P. Drake Mgmt For For
James R. Henderson Mgmt For For
Warren G. Lichtenstein Mgmt For For
Gen Lance W. Lord Mgmt For For
Audrey A. McNiff Mgmt For For
Martin Turchin Mgmt For For
2. Advisory vote to approve Aerojet Mgmt For For
Rocketdyne's executive compensation.
3. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP, an independent
registered public accounting firm, as
independent auditors of the Company for the
year ending December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
AMERICAN RENAL ASSOCIATES HOLDINGS, INC. Agenda Number: 935318281
--------------------------------------------------------------------------------------------------------------------------
Security: 029227105
Meeting Type: Special
Meeting Date: 14-Jan-2021
Ticker: ARA
ISIN: US0292271055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To consider and vote on a proposal to adopt Mgmt For For
the Merger Agreement dated October 1, 2020
(as it may be amended from time to time),
by and among American Renal Associates
Holdings, Inc. (the "Company"), IRC
Superman Midco, LLC ("IRC") (an affiliate
of Nautic Partners, LLC) and Superman
Merger Sub, Inc., a wholly owned subsidiary
of IRC ("Merger Sub"), and approve the
transactions contemplated thereby,
including the merger of Merger Sub with and
into the Company, with the Company
surviving as a wholly owned subsidiary of
IRC (the "Merger Proposal").
2. To consider and vote on a proposal to Mgmt For For
approve the continuation, postponement or
adjournment of the Special Meeting to a
later date or dates, if necessary or
appropriate, including to solicit
additional proxies if there are
insufficient votes to approve the Merger
Proposal at the time of the Special
Meeting.
--------------------------------------------------------------------------------------------------------------------------
ANALOG DEVICES, INC. Agenda Number: 935270392
--------------------------------------------------------------------------------------------------------------------------
Security: 032654105
Meeting Type: Special
Meeting Date: 08-Oct-2020
Ticker: ADI
ISIN: US0326541051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the issuance of shares of common Mgmt For For
stock, par value $0.16 2/3 per share, of
Analog Devices, Inc. ("Analog Devices") to
the stockholders of Maxim Integrated
Products, Inc. ("Maxim") in connection with
the merger contemplated by the Agreement
and Plan of Merger, dated as of July 12,
2020 (as it may be amended from time to
time), by and among Analog Devices, Magneto
Corp., a Delaware corporation and
wholly-owned subsidiary of Analog Devices,
and Maxim (the "Analog Devices share
issuance proposal").
2. To adjourn the Special Meeting, if Mgmt For For
necessary or appropriate, to solicit
additional proxies if there are not
sufficient votes at the time of the Special
Meeting to approve the Analog Devices share
issuance proposal or to ensure that any
supplement or amendment to the accompanying
joint proxy statement/prospectus is timely
provided to Analog Devices shareholders.
--------------------------------------------------------------------------------------------------------------------------
BITAUTO HOLDINGS LTD. (BITA) Agenda Number: 935279338
--------------------------------------------------------------------------------------------------------------------------
Security: 091727107
Meeting Type: Special
Meeting Date: 23-Oct-2020
Ticker: BITA
ISIN: US0917271076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S1. THAT the Agreement and Plan of Merger, Mgmt For
dated as of June 12, 2020 (the "Merger
Agreement"), by and between the Company,
Yiche Holding Limited, an exempted company
incorporated with limited liability under
the laws of the Cayman Islands ("Parent")
and Yiche Mergersub Limited, an exempted
company incorporated with limited liability
under the laws of the Cayman Islands and a
wholly owned Subsidiary of Parent ("Merger
Sub" and, together with Parent, each a
"Parent Party" and collectively the ...(due
to space limits, see proxy material for
full proposal).
O2. THAT each of the members of the special Mgmt For
committee of the board of directors of the
Company, the chief executive officer of the
Company and the chief financial officer of
the Company be authorized to do all things
necessary to give effect to the Merger
Agreement, the Plan of Merger, and the
transactions contemplated thereby,
including (i) the Merger, (ii) the
Variation of Capital and (iii) the Adoption
of Amended M&A.
O3. THAT the extraordinary general meeting be Mgmt For
adjourned in order to allow the Company to
solicit additional proxies in the event
that there are insufficient proxies
received at the time of the extraordinary
general meeting to pass the resolutions to
be proposed at the extraordinary general
meeting.
--------------------------------------------------------------------------------------------------------------------------
BOLSAS Y MERCADOS ESPANOLES SHMSF, SA Agenda Number: 712887427
--------------------------------------------------------------------------------------------------------------------------
Security: E8893G102
Meeting Type: EGM
Meeting Date: 30-Jul-2020
Ticker:
ISIN: ES0115056139
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 MODIFICATION OF ARTICLE 26 OF THE BYLAWS, Mgmt For For
REGARDING THE NUMBER AND DESIGNATION OF
MEMBERS OF THE COUNCIL, IN ITS SECTION 1,
IN ORDER TO REDUCE THE MINIMUM NUMBER, FROM
9 TO 6, AND MAXIMUM, FROM 15 TO 9, OF
MEMBERS OF THE BOARD OF DIRECTORS
1.2 MODIFICATION OF ARTICLE 26 OF THE BYLAWS, Mgmt For For
REGARDING THE NUMBER AND APPOINTMENT OF
MEMBERS OF THE COUNCIL, IN SECTION 3, TO
ELIMINATE THE MANDATORY TO APPOINT,
REGARDLESS OF THE PRESIDENT'S QUALIFICATION
OF THE BOARD OF DIRECTORS, A COORDINATING
DIRECTOR
1.3 MODIFICATION OF ARTICLE 29 OF THE BYLAWS, Mgmt For For
REGARDING MEETINGS AND CONSTITUTION OF THE
BOARD OF DIRECTORS, IN SECTION 1, TO REDUCE
THE MINIMUM NUMBER OF ORDINARY MEETINGS OF
THE BOARD OF DIRECTORS
1.4 ELIMINATION OF ARTICLE 34 OF THE BYLAWS, Mgmt For For
REGARDING THE COMMISSION EXECUTIVE, TO
ELIMINATE THE POSSIBILITY OF SETTING UP AN
EXECUTIVE COMMISSION
2.1 REMOVAL OF THE FOLLOWING MEMBERS OF THE Mgmt For For
BOARD OF DIRECTORS: MR. ANTONIO J. ZOIDO
MARTINEZ, MR. JAVIER HERNANI BURZAKO, MR.
DAVID MARIA JIMENEZ BLANCO AND CARRILLO DE
ALBORNOZ, DA. MARIA HELENA DOS SANTOS
FERNANDES DE SANTANA, DA. ANA ISABEL
FERNANDEZ ALVAREZ, D. JOAN HORTALA I ARAU,
DA. ISABEL MARTIN CASTELLA AND MR. JUAN
CARLOS URETA DOMINGO
2.2 DETERMINATION OF THE NUMBER OF MEMBERS THAT Mgmt For For
WILL FORM PART OF THE BOARD OF
ADMINISTRATION WITHIN THE MINIMUM AND
MAXIMUM NUMBER ESTABLISHED IN ARTICLE 26 OF
THE BYLAWS
2.3 APPOINTMENT OF MS. MARION LESLIE AS A Mgmt For For
MEMBER OF THE BOARD OF ADMINISTRATION FOR
THE STATUTORY TERM OF FOUR YEARS IN
ACCORDANCE WITH THE ESTABLISHED IN ARTICLE
38.1 OF THE BYLAWS
2.4 APPOINTMENT OF MS. BELEN ROMANA GARCIA AS Mgmt For For
MEMBER OF THE BOARD OF ADMINISTRATION FOR
THE STATUTORY TERM OF FOUR YEARS IN
ACCORDANCE WITH THE ESTABLISHED IN ARTICLE
38.1 OF THE BYLAWS
2.5 RATIFICATION AS MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF MR. JOHANNES BERNARDUS
DIJSSELHOF, APPOINTED BY THE BOARD OF
DIRECTORS FOR THE SYSTEM OF COOPTATION ON
JUNE 18, 2020, FOR THE STATUTORY TERM OF
FOUR YEARS OF IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE 38.1 OF THE BYLAWS
2.6 RATIFICATION AS A MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF MR. DANIEL SCHMUCKI, APPOINTED
BY THE BOARD OF DIRECTORS FOR THE
COOPTATION ON 18 JUNE, 2020, FOR THE
STATUTORY TERM OF FOUR YEARS OF IN
ACCORDANCE WITH THE PROVISIONS OF ARTICLE
38.1 OF THE BYLAWS
2.7 RE-ELECTION AS A MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF MR. JAVIER HERNANI BURZAKO FOR
THE STATUTORY TERM OF FOUR YEARS IN
ACCORDANCE WITH THE ESTABLISHED IN ARTICLE
38.1 OF THE BYLAWS
2.8 RE-ELECTION AS MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF MR. DAVID JIMENEZ BLANCO
CARRILLO DE ALBORNOZ FOR THE STATUTORY TERM
OF FOUR YEARS IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE 38.1 OF THE BYLAWS
3 APPROVAL, IF APPLICABLE, OF THE Mgmt For For
MODIFICATION OF THE REMUNERATION POLICY OF
THE DIRECTORS IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE 529 NOVODECIES OF THE
CAPITAL COMPANIES LAW
4 DELEGATION OF POWERS TO FORMALIZE, CORRECT, Mgmt For For
CLARIFY, INTERPRET, SPECIFY, COMPLEMENT,
EXECUTE, AND PUBLICIZE THE APPROVED
AGREEMENTS
CMMT 16 JULY 2020: DELETION OF COMMENT Non-Voting
CMMT 16 JULY 2020: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO DELETION OF COMMENT IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
BRIDGE BANCORP, INC. Agenda Number: 935289264
--------------------------------------------------------------------------------------------------------------------------
Security: 108035106
Meeting Type: Special
Meeting Date: 03-Dec-2020
Ticker: BDGE
ISIN: US1080351067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The approval of the Agreement and Plan of Mgmt For For
Merger, dated as of July 1, 2020, by and
between Bridge Bancorp, Inc. and Dime
Community Bancshares, Inc., pursuant to
which Dime Community Bancshares, Inc. will
merge with and into Bridge Bancorp, Inc.,
as set forth in Annex A to the accompanying
joint proxy statement/prospectus.
2. Approval of amendments to Bridge Bancorp, Mgmt For For
Inc.'s Certificate of Incorporation to
effect the name change of Bridge Bancorp,
Inc. to "Dime Community Bancshares, Inc.,"
to increase the number of authorized shares
of common stock and preferred stock of the
resulting company, to create a series of
preferred stock of the resulting company
designated as Series A Preferred Stock, to
set forth the rights, preferences,
privileges and limitations pertaining to
such series of preferred stock, and to
remove the previous Section 8 of the
Certificate of Incorporation.
3. The approval, on a non-binding advisory Mgmt For For
basis, of the compensation that may become
payable to Bridge Bancorp, Inc.'s named
executive officers in connection with the
merger, as disclosed in the table under the
caption "Description of the Merger -
Interests of Bridge's Directors and
Executive Officers in the Merger -
Merger-Related Executive Compensation for
Bridge's Named Executive Officers" in the
accompanying joint proxy
statement/prospectus.
4. The adjournment of the special meeting of Mgmt For For
shareholders of Bridge Bancorp, Inc. to a
later date or dates, if necessary, to
permit further solicitation of proxies if
there are not sufficient votes at the time
of the special meeting to approve the
merger agreement and the merger.
--------------------------------------------------------------------------------------------------------------------------
BRYN MAWR BANK CORPORATION Agenda Number: 935435708
--------------------------------------------------------------------------------------------------------------------------
Security: 117665109
Meeting Type: Special
Meeting Date: 10-Jun-2021
Ticker: BMTC
ISIN: US1176651099
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of the Agreement and Plan of Mgmt For For
Merger, dated as of March 9, 2021, by and
between WSFS Financial Corporation ("WSFS")
and Bryn Mawr Bank Corporation ("Bryn
Mawr"), pursuant to which, among other
things, Bryn Mawr will merge with and into
WSFS and, simultaneously with the merger,
The Bryn Mawr Trust Company will merge with
and into Wilmington Savings Fund Society,
FSB ("Merger Proposal").
2. An advisory (non-binding) proposal to Mgmt For For
approve the specified compensation that may
become payable to the named executive
officers of Bryn Mawr in connection with
the merger.
3. Approval of one or more adjournments of the Mgmt For For
special meeting, if necessary or
appropriate, to solicit additional proxies
in favor of approval of the Merger
Proposal.
--------------------------------------------------------------------------------------------------------------------------
CAESARS ENTERTAINMENT CORPORATION Agenda Number: 935241860
--------------------------------------------------------------------------------------------------------------------------
Security: 127686103
Meeting Type: Annual
Meeting Date: 24-Jul-2020
Ticker: CZR
ISIN: US1276861036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Thomas Benninger Mgmt For For
1B. Election of Director: Jan Jones Blackhurst Mgmt For For
1C. Election of Director: Juliana Chugg Mgmt For For
1D. Election of Director: Denise Clark Mgmt For For
1E. Election of Director: Keith Cozza Mgmt For For
1F. Election of Director: John Dionne Mgmt For For
1G. Election of Director: James Hunt Mgmt For For
1H. Election of Director: Don Kornstein Mgmt For For
1I. Election of Director: Courtney Mather Mgmt For For
1J. Election of Director: James Nelson Mgmt For For
1K. Election of Director: Anthony Rodio Mgmt For For
2. To approve, on an advisory, non-binding Mgmt For For
basis, named executive officer
compensation.
3. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as the Company's independent
registered public accounting firm for the
year ending December 31, 2020.
--------------------------------------------------------------------------------------------------------------------------
CIT GROUP INC. Agenda Number: 935323030
--------------------------------------------------------------------------------------------------------------------------
Security: 125581801
Meeting Type: Special
Meeting Date: 09-Feb-2021
Ticker: CIT
ISIN: US1255818015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The CIT merger proposal: The Board of Mgmt For For
Directors recommends you vote FOR the
proposal to adopt the Agreement and Plan of
Merger (the "Merger Agreement"), dated as
of October 15, 2020, by and among CIT Group
Inc. ("CIT"), First Citizens BancShares,
Inc., First-Citizens Bank & Trust Company
and FC Merger Subsidiary IX, Inc.
2. The CIT compensation proposal: The Board of Mgmt For For
Directors recommends that you vote FOR the
proposal to approve, on an advisory (non-
binding) basis, the executive officer
compensation that will or may be paid to
CIT's named executive officers in
connection with the transactions
contemplated by the Merger Agreement.
3. The CIT adjournment proposal: The Board of Mgmt For For
Directors recommends that you vote FOR the
proposal to adjourn the CIT special
meeting, if necessary or appropriate, to
solicit additional proxies if, immediately
prior to such adjournment, there are not
sufficient votes to approve the CIT merger
proposal or to ensure that any supplement
or amendment to the accompanying joint
proxy statement/prospectus is timely
provided to holders of CIT common stock.
--------------------------------------------------------------------------------------------------------------------------
CLIMATE CHANGE CRISIS REAL IMPACT I ACQ. Agenda Number: 935452134
--------------------------------------------------------------------------------------------------------------------------
Security: 18716C100
Meeting Type: Special
Meeting Date: 29-Jun-2021
Ticker: CLII
ISIN: US18716C1009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal: To Mgmt For For
approve and adopt the business combination
agreement, dated as of January 21, 2021 (as
the same may be amended from time to time,
the "Business Combination Agreement"), by
and among CRIS, CRIS Thunder Merger LLC, a
wholly-owned subsidiary of CRIS and a
Delaware limited liability company ("SPAC
Sub"), EVgo Holdings, LLC, a Delaware
limited liability company ("Holdings"),
EVgo HoldCo, LLC, a wholly-owned subsidiary
of Holdings and a Delaware limited ... (due
to space limits, see proxy statement for
full proposal).
2. The Charter Amendment Proposal: To approve Mgmt For For
and adopt, assuming the business
combination proposal is approved and
adopted, the second amended and restated
certificate of incorporation of CRIS (the
"Proposed Charter"), which, if approved,
would take effect upon the closing of the
business combination (the "Closing").
3A. Advisory Charter Proposal A: to authorize Mgmt Against Against
an additional 1,499,000,000 shares of
authorized capital stock, which would
consist of (i) increasing the number of
shares of Class A common stock, par value
$0.0001 per share ("Class A common stock"),
from 100,000,000 shares to 1,200,000,000
shares, (ii) increasing the number of
shares of Class B common stock, par value
$0.0001 per share ("Class B common stock"),
from 10,000,000 shares to 400,000,000
shares and (iii) increasing the number of
shares ... (due to space limits, see proxy
statement for full proposal).
3B. Advisory Charter Proposal B: to amend the Mgmt For For
terms of the Class B common stock to
provide that the Class B common stock will
convey no economic rights but will entitle
its holder to vote on all matters to be
voted on by stockholders generally in order
to implement the "Up-C" structure.
3C. Advisory Charter Proposal C: to provide for Mgmt For For
the waiver of the corporate opportunity
doctrine with respect to LS Power Equity
Partners IV, L.P. and its affiliates ("LS
Power"), any investment funds or entities
controlled or advised by LS Power and
non-employee directors.
3D. Advisory Charter Proposal D: to provide Mgmt For For
that actions under the Proposed Charter
relating to the nomination and election of
directors are subject to the nomination
agreement to be entered into among CRIS and
certain stockholders of CRIS upon the
closing of the business combination.
3E. Advisory Charter Proposal E: to provide Mgmt Against Against
that the board of directors of CRIS be
divided into three classes with only one
class of directors being elected each year
and each class serving three-year terms.
3F. Advisory Charter Proposal F: to permit Mgmt Against Against
stockholders to act by written consent in
lieu of a meeting until the time that LS
Power beneficially owns less than 30% of
the voting power of the then-outstanding
common stock.
3G. Advisory Charter Proposal G: to change the Mgmt Against Against
stockholder vote required from the
affirmative vote of the holders of at least
a majority of the outstanding common stock
entitled to vote thereon to the affirmative
vote of the holders of at least 75% of the
voting power of the outstanding common
stock entitled to vote thereon in order to
amend the Proposed Charter following the
time that LS Power ceases to beneficially
own less than 30% of the voting power of
the then-outstanding common stock,...(due
to space limits, see proxy statement for
full proposal).
3H. Advisory Charter Proposal H: to change the Mgmt Against Against
stockholder vote required from the
affirmative vote of the holders of at least
a majority of the outstanding common stock
entitled to vote thereon to the affirmative
vote of the holders of at least 75% of the
voting power of the outstanding common
stock entitled to vote thereon to amend the
bylaws following the time that LS Power
ceases to beneficially own less than 30% of
the voting power of the then-outstanding
common stock, provided that, ... (due to
space limits, see proxy statement for full
proposal).
3I. Advisory Charter Proposal I: to change the Mgmt Against Against
stockholder vote required from the
affirmative vote of the holders of at least
a majority of the outstanding common stock
entitled to vote thereon to the affirmative
vote of the holders of at least 75% of the
voting power of the outstanding common
stock entitled to vote thereon for the
removal of directors following the time
that LS Power ceases to beneficially own
less than 30% of the voting power of the
then-outstanding common stock, ...(due to
space limits, see proxy statement for full
proposal).
4. The NYSE Proposal: To approve, assuming the Mgmt For For
business combination proposal and the
charter amendment proposal are approved and
adopted, for purposes of complying with the
applicable provisions of Section 312.03 of
The New York Stock Exchange's Listed
Company Manual, the issuance of more than
20% of common stock in connection with the
business combination, including without
limitation, in connection with the SPAC
Contribution and SPAC Sub Transfer, the
issuance of the PIPE Shares ...(due to
space limits, see proxy statement for full
proposal).
5. DIRECTOR
Elizabeth Comstock Mgmt For For
Joseph Esteves Mgmt For For
John King Mgmt For For
Darpan Kapadia Mgmt For For
Rodney Slater Mgmt For For
Kate Brandt Mgmt For For
Cathy Zoi Mgmt For For
David Nanus Mgmt For For
Patricia K. Collawn Mgmt For For
6. The Incentive Plan Proposal: To approve and Mgmt For For
adopt, assuming the condition precedent
proposals are approved and adopted, the
Incentive Plan (as defined in the proxy
statement).
7. The Adjournment Proposal: To approve the Mgmt For For
adjournment of the special meeting to a
later date or dates, if necessary or
appropriate, to permit further solicitation
and vote of proxies in the event that there
are insufficient votes for, or otherwise in
connection with, the approval of any of the
condition precedent proposals or the
incentive plan proposal.
--------------------------------------------------------------------------------------------------------------------------
CONCHO RESOURCES INC Agenda Number: 935317924
--------------------------------------------------------------------------------------------------------------------------
Security: 20605P101
Meeting Type: Special
Meeting Date: 15-Jan-2021
Ticker: CXO
ISIN: US20605P1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated October 18, 2020 (as it may be
amended from time to time, the "Merger
Agreement"), by and among Concho Resources
Inc., ConocoPhillips and Falcon Merger Sub
Corp.
2. To approve, by non-binding vote, certain Mgmt For For
compensation that may be paid or become
payable to Concho Resources Inc.'s named
executive officers that is based on, or
otherwise relates to, the merger
contemplated by the Merger Agreement.
--------------------------------------------------------------------------------------------------------------------------
CORELOGIC, INC. Agenda Number: 935382046
--------------------------------------------------------------------------------------------------------------------------
Security: 21871D103
Meeting Type: Special
Meeting Date: 28-Apr-2021
Ticker: CLGX
ISIN: US21871D1037
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal to adopt the Agreement and Plan of Mgmt For For
Merger, dated as of February 4, 2021 (as it
may be amended from time to time, the
"Merger Agreement"), by and among
Celestial-Saturn Parent Inc.,
Celestial-Saturn Merger Sub Inc., and
CoreLogic, Inc.
2. Non-binding, advisory proposal to approve Mgmt For For
compensation that will or may become
payable by CoreLogic, Inc. to its named
executive officers in connection with the
merger contemplated by the Merger
Agreement.
--------------------------------------------------------------------------------------------------------------------------
CRH MEDICAL CORPORATION Agenda Number: 935360949
--------------------------------------------------------------------------------------------------------------------------
Security: 12626F105
Meeting Type: Special
Meeting Date: 16-Apr-2021
Ticker: CRHM
ISIN: CA12626F1053
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To consider and, if deemed advisable, to Mgmt For For
pass, with or without variation, a special
resolution approving an arrangement (the
"Arrangement") involving the Corporation,
WELL Health Technologies Corp., WELL Health
Acquisition Corp. and 1286392 B.C. Ltd.
under Division 5 of Part 9 of the Business
Corporations Act (British Columbia), the
full text of which is set forth in Annex A
to the accompanying proxy statement and
management information circular of the
Corporation.
2 To consider and vote on a proposal to Mgmt For For
approve, on an advisory (non-binding)
basis, the compensation that may be paid or
become payable to CRH's named executive
officers in connection with the
Arrangement.
--------------------------------------------------------------------------------------------------------------------------
CRH MEDICAL CORPORATION Agenda Number: 713714310
--------------------------------------------------------------------------------------------------------------------------
Security: 12626F105
Meeting Type: SGM
Meeting Date: 16-Apr-2021
Ticker:
ISIN: CA12626F1053
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR
RESOLUTIONS 1 AND 2. THANK YOU
1 TO CONSIDER AND, IF DEEMED ADVISABLE, TO Mgmt For For
PASS, WITH OR WITHOUT VARIATION, A SPECIAL
RESOLUTION APPROVING AN ARRANGEMENT (THE
"ARRANGEMENT") INVOLVING THE CORPORATION,
WELL HEALTH TECHNOLOGIES CORP., WELL HEALTH
ACQUISITION CORP. AND 1286392 B.C. LTD.
UNDER DIVISION 5 OF PART 9 OF THE BUSINESS
CORPORATIONS ACT (BRITISH COLUMBIA), THE
FULL TEXT OF WHICH IS SET FORTH IN ANNEX A
TO THE ACCOMPANYING PROXY STATEMENT AND
MANAGEMENT INFORMATION CIRCULAR OF THE
CORPORATION
2 TO CONSIDER AND VOTE ON A PROPOSAL TO Mgmt For For
APPROVE, ON AN ADVISORY (NON-BINDING)
BASIS, THE COMPENSATION THAT MAY BE PAID OR
BECOME PAYABLE TO CRH'S NAMED EXECUTIVE
OFFICERS IN CONNECTION WITH THE ARRANGEMENT
CMMT PLEASE NOTE THAT THIS MEETING MENTIONS Non-Voting
DISSENTER'S RIGHTS, PLEASE REFER TO THE
MANAGEMENT INFORMATION CIRCULAR FOR DETAILS
--------------------------------------------------------------------------------------------------------------------------
CUBIC CORPORATION Agenda Number: 935394558
--------------------------------------------------------------------------------------------------------------------------
Security: 229669106
Meeting Type: Annual
Meeting Date: 13-Apr-2021
Ticker: CUB
ISIN: US2296691064
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Prithviraj Banerjee Mgmt For For
Bruce G. Blakley Mgmt For For
Maureen Breakiron-Evans Mgmt For For
Denise L. Devine Mgmt For For
Bradley H. Feldmann Mgmt For For
Carolyn A. Flowers Mgmt For For
Janice M. Hamby Mgmt For For
David F. Melcher Mgmt For For
Steven J. Norris Mgmt For For
2. Approval, on an advisory, non-binding Mgmt For For
basis, of the Company's named executive
office compensation.
3. Ratification of Ernst & Young LLP as the Mgmt For For
Company's independent registered public
accounting firm for the fiscal year ending
September 30, 2021.
--------------------------------------------------------------------------------------------------------------------------
CUBIC CORPORATION Agenda Number: 935368262
--------------------------------------------------------------------------------------------------------------------------
Security: 229669106
Meeting Type: Special
Meeting Date: 27-Apr-2021
Ticker: CUB
ISIN: US2296691064
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal to adopt the Agreement and Plan of Mgmt For For
Merger, dated as of February 7, 2021 (as
may be amended from time to time, the
"merger agreement"), by and among Cubic
Corporation, a Delaware corporation (the
"Company"), Atlas CC Acquisition Corp., a
Delaware corporation ("Parent"), and Atlas
Merger Sub Inc., a Delaware corporation and
a wholly owned subsidiary of Parent
("Sub").
2. Proposal to approve, by a non-binding Mgmt For For
advisory vote, the compensation that may be
paid or become payable to the Company's
named executive officers and that is based
on, or otherwise relates to, the merger of
Sub with and into the Company, as
contemplated by the merger agreement.
3. Proposal to adjourn the special meeting Mgmt For For
from time to time to a later date or time
if necessary or appropriate, including to
solicit additional proxies in favor of the
proposal to adopt the merger agreement if
there are insufficient votes at the time of
the special meeting to adopt the merger
agreement.
--------------------------------------------------------------------------------------------------------------------------
E*TRADE FINANCIAL CORPORATION Agenda Number: 935240298
--------------------------------------------------------------------------------------------------------------------------
Security: 269246401
Meeting Type: Special
Meeting Date: 17-Jul-2020
Ticker: ETFC
ISIN: US2692464017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal to adopt the Agreement and Plan of Mgmt For For
Merger, dated as of February 20, 2020 (as
it may be amended from time to time, the
"merger agreement"), by and among Morgan
Stanley, Moon-Eagle Merger Sub, Inc. and
E*TRADE Financial Corporation ("E*TRADE").
2. Proposal to approve, on an advisory Mgmt Against Against
(non-binding) basis, certain compensation
that may be paid or become payable to
E*TRADE's named executive officers in
connection with the merger.
3. Proposal to adjourn the E*TRADE special Mgmt For For
meeting, if necessary or appropriate, to
solicit additional proxies in favor of the
merger agreement proposal if there are not
sufficient votes at the time of such
adjournment to adopt the merger agreement.
--------------------------------------------------------------------------------------------------------------------------
EIDOS THERAPEUTICS INC. Agenda Number: 935317936
--------------------------------------------------------------------------------------------------------------------------
Security: 28249H104
Meeting Type: Special
Meeting Date: 19-Jan-2021
Ticker: EIDX
ISIN: US28249H1041
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal to adopt the Agreement and Plan Mgmt For For
of Merger, dated as of October 5, 2020, by
and among Eidos Therapeutics,Inc.
("Eidos"),BridgeBio Pharma, Inc., Globe
Merger Sub I,Inc. and Globe Merger Sub
II,Inc., a copy of which is attached as
Annex A to the accompanying joint proxy
statement/prospectus,and approve the
mergers and other transactions contemplated
thereby (the "Eidos merger proposal").
2. A proposal to approve, on a Mgmt For For
non-binding,advisory basis, the
compensation that may become payable to the
named executive officers of Eidos in
connection with the consummation of the
mergers (the "Eidos advisory compensation
proposal").
3. A proposal to approve the adjournment of Mgmt For For
the Eidos special meeting to another date
and place, if necessary or appropriate, to
solicit additional votes in favor of the
Eidos merger proposal (the "Eidos
adjournment proposal").
--------------------------------------------------------------------------------------------------------------------------
ENDURANCE INTERNATIONAL GROUP HOLDINGS Agenda Number: 935317986
--------------------------------------------------------------------------------------------------------------------------
Security: 29272B105
Meeting Type: Special
Meeting Date: 14-Jan-2021
Ticker: EIGI
ISIN: US29272B1052
--------------------------------------------------------------------------------------------------------------------------
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 1, 2020, as it may be
amended from time to time in accordance
with its terms (the "merger agreement"), by
and among Endurance International Group
Holdings, Inc., Razorback Technology
Intermediate Holdings, Inc. and Razorback
Technology, Inc.
2. To approve, on a nonbinding advisory basis, Mgmt For For
the "golden parachute" compensation that
will or may become payable to Endurance
International Group Holdings, Inc.'s named
executive officers in connection with the
merger of Endure Digital, Inc. (formerly
known as Razorback Technology, Inc.), a
wholly owned subsidiary of Endure Digital
Intermediate Holdings, Inc. (formerly known
as Razorback Technology Intermediate
Holdings, Inc.), with and into Endurance
International Group Holdings, Inc.,
pursuant to the merger agreement.
3. To approve one or more adjournments of the Mgmt For For
special meeting to a later date or dates,
if necessary or appropriate, to solicit
additional proxies if there are
insufficient votes at the time of the
special meeting to adopt the merger
agreement.
--------------------------------------------------------------------------------------------------------------------------
EXTENDED STAY AMERICA, INC. Agenda Number: 935422345
--------------------------------------------------------------------------------------------------------------------------
Security: 30224P200
Meeting Type: Special
Meeting Date: 11-Jun-2021
Ticker: STAY
ISIN: US30224P2002
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the merger agreement and approve Mgmt For For
the mergers and the other transactions
contemplated by the merger agreement.
2. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation that may be paid or
become payable to the Company's named
executive officers that is based on or
otherwise relates to the mergers.
3. To approve, any adjournment of the meeting Mgmt For For
for the purpose of soliciting additional
proxies.
--------------------------------------------------------------------------------------------------------------------------
EXTENDED STAY AMERICA, INC. Agenda Number: 935422357
--------------------------------------------------------------------------------------------------------------------------
Security: 30224P211
Meeting Type: Special
Meeting Date: 11-Jun-2021
Ticker:
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal to adopt the merger agreement and Mgmt For For
approve the mergers and the other
transactions contemplated by the merger
agreement.
2. Proposal to approve, on a non-binding, Mgmt For For
advisory basis, the compensation that may
be paid or become payable to Hospitality's
named executive officers that is based on
or otherwise relates to the mergers.
--------------------------------------------------------------------------------------------------------------------------
EXTENDED STAY AMERICA, INC. Agenda Number: 935435772
--------------------------------------------------------------------------------------------------------------------------
Security: 30224P200
Meeting Type: Special
Meeting Date: 11-Jun-2021
Ticker: STAY
ISIN: US30224P2002
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the merger agreement and approve Mgmt For For
the mergers and the other transactions
contemplated by the merger agreement.
2. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation that may be paid or
become payable to the Company's named
executive officers that is based on or
otherwise relates to the mergers.
3. To approve, any adjournment of the meeting Mgmt For For
for the purpose of soliciting additional
proxies.
--------------------------------------------------------------------------------------------------------------------------
FINSERV ACQUISITION CORP. Agenda Number: 935318661
--------------------------------------------------------------------------------------------------------------------------
Security: 318085206
Meeting Type: Annual
Meeting Date: 29-Dec-2020
Ticker: FSRVU
ISIN: US3180852069
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Aris Kekedjian Mgmt For For
2. Ratification of the selection of Mgmt For For
WithumSmith+Brown, PC by the audit
committee to serve as the Company's
independent registered public accounting
firm for the year ending December 31, 2020.
--------------------------------------------------------------------------------------------------------------------------
FLIR SYSTEMS, INC. Agenda Number: 935403624
--------------------------------------------------------------------------------------------------------------------------
Security: 302445101
Meeting Type: Special
Meeting Date: 13-May-2021
Ticker: FLIR
ISIN: US3024451011
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger Mgmt For For
by and among Teledyne Technologies
Incorporated ("Teledyne"), Firework Merger
Sub I, Inc. ("Merger Sub I"), Firework
Merger Sub II, LLC ("Merger Sub II"), and
FLIR Systems, Inc. ("FLIR"), pursuant to
which Merger Sub I will merge with and into
FLIR, with FLIR surviving, and immediately
thereafter FLIR will merge with and into
Merger Sub II ("Mergers"), with Merger Sub
II surviving and continuing as a wholly
owned subsidiary of Teledyne ("FLIR Merger
Proposal").
2. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation that will or may
become payable to FLIR's named executive
officers in connection with the Mergers.
3. To approve one or more adjournments of the Mgmt For For
special meeting of stockholders of FLIR, if
necessary or appropriate, to solicit
additional proxies if there are
insufficient votes to approve the FLIR
Merger Proposal at the time of the special
meeting.
--------------------------------------------------------------------------------------------------------------------------
FLY LEASING LTD Agenda Number: 935439679
--------------------------------------------------------------------------------------------------------------------------
Security: 34407D109
Meeting Type: Special
Meeting Date: 10-Jun-2021
Ticker: FLY
ISIN: US34407D1090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve amendment of bye-law 73 of the Mgmt For For
existing bye-laws of the Company by
replacing the existing bye-law 73 with the
following new bye-law 73 (the "Bye-Law
Proposal"): "73. AMALGAMATIONS OR MERGERS,
73.1. Subject to Bye-law 73.2, the Company
shall not engage in any amalgamation or
merger unless such amalgamation or merger
has been approved by a resolution of the
Members including the affirmative votes of
at least 66% of all votes attaching to all
shares in issue entitling the holder
...(due to space limits, see proxy material
for full proposal).
2. To approve (i) the merger of Carlyle Mgmt For For
Aviation Elevate Merger Subsidiary Ltd.
("Merger Sub") with and into the Company
(the "Merger"), whereby upon the
effectiveness of the Merger, the corporate
existence of Merger Sub shall cease, and
the Company shall continue as the surviving
company in the Merger and a wholly-owned,
direct subsidiary of Carlyle Aviation
Elevate Ltd. ("Parent"); (ii) the agreement
and plan of merger, dated as of March 27,
2021, as may be amended from time to time
(the "Merger ...(due to space limits, see
proxy material for full proposal).
3. To approve the adjournment of the special Mgmt For For
meeting as the chairman of the special
meeting determines in accordance with the
bye-laws of the Company in order for the
Company to take such actions as the Board
may determine as are necessary or
appropriate, including to solicit
additional proxies, if there are
insufficient votes at the time of the
special meeting to approve the Merger
Proposal (the "Adjournment Proposal").
--------------------------------------------------------------------------------------------------------------------------
FTAC OLYMPUS ACQUISITION CORP Agenda Number: 935457021
--------------------------------------------------------------------------------------------------------------------------
Security: G37288100
Meeting Type: Special
Meeting Date: 23-Jun-2021
Ticker: FTOC
ISIN: KYG372881006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Reorganization Proposal - to consider Mgmt For For
and vote upon a proposal to approve the
Agreement and Plan of Reorganization, dated
as of February 3, 2021, as amended on
February 16, 2021 and on May 10, 2021 (as
it may be further amended or modified, the
"Reorganization Agreement"), by and among
the Company, New Starship Parent Inc., a
Delaware corporation ("New Payoneer"),
Starship Merger Sub I Inc., a Delaware
corporation and wholly owned subsidiary of
New Payoneer ("First Merger Sub"), Starship
...(due to space limits, see proxy
statement for full proposal).
2. The Domestication Proposal - to consider Mgmt For For
and vote upon a proposal to approve by
special resolution the Company being
transferred by way of continuation to
Delaware pursuant to Part XII of the
Companies Law (as amended) of the Cayman
Islands and Section 388 of the General
Corporation Law of the State of Delaware
and, immediately upon being de-registered
in the Cayman Islands, the Company being
continued and domesticated as a corporation
under the laws of the State of Delaware.
3. The Charter Proposal - to consider and vote Mgmt For For
upon the Charter Proposal to approve the
following material differences between the
amended and restated certificate of
incorporation of New Payoneer to be in
effect following the Reorganization and the
Company's current amended and restated
memorandum and articles of association: (1)
the name of the new public entity will be
"Payoneer Global Inc." as opposed to "FTAC
Olympus Acquisition Corp."; (2) New
Payoneer will have 3,800,000,000 authorized
... (due to space limits, see proxy
statement for full proposal).
4. The Incentive Plan Proposal - to consider Mgmt Against Against
the 2021 Omnibus Incentive Plan (the
"Incentive Plan"). The Incentive Plan
incorporates corporate governance best
practices to align our equity compensation
program with the interests of our
shareholders.
5. The ESPP Proposal - to consider the New Mgmt For For
Starship 2021 Employee Stock Purchase Plan
(the "ESPP"). In designing the ESPP, the
anticipated future equity needs were
considered, and a total of 7,603,202 shares
of common stock will be reserved for
issuance under the ESPP. Our board of
directors has approved the ESPP, subject to
receiving shareholder approval.
6. The Adjournment Proposal - to consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the Special Meeting to a
later date or dates, if necessary, to
permit further solicitation and vote of
proxies if, based upon the tabulated vote
at the time of the Special Meeting, any of
the condition precedent proposals would not
be duly approved and adopted by our
shareholders or we determine that one or
more of the closing conditions under the
Reorganization Agreement is not satisfied
or waived.
--------------------------------------------------------------------------------------------------------------------------
GCI LIBERTY, INC. Agenda Number: 935296194
--------------------------------------------------------------------------------------------------------------------------
Security: 36164V305
Meeting Type: Special
Meeting Date: 15-Dec-2020
Ticker: GLIBA
ISIN: US36164V3050
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal to approve the adoption of the Mgmt For For
Agreement and Plan of Merger, dated August
6, 2020 (as may be amended from time to
time), by and among Liberty Broadband
Corporation, GCI Liberty, Inc., Grizzly
Merger Sub 1, LLC and Grizzly Merger Sub 2,
Inc.
2. A proposal to approve the adjournment of Mgmt For For
the GCI Liberty, Inc. special meeting from
time to time to solicit additional proxies
in favor of Proposal 1 if there are
insufficient votes at the time of such
adjournment to approve that proposal or if
otherwise determined by the chairperson of
the meeting to be necessary or appropriate.
--------------------------------------------------------------------------------------------------------------------------
GENWORTH FINANCIAL, INC. Agenda Number: 935288426
--------------------------------------------------------------------------------------------------------------------------
Security: 37247D106
Meeting Type: Annual
Meeting Date: 10-Dec-2020
Ticker: GNW
ISIN: US37247D1063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: G. Kent Conrad Mgmt For For
1b. Election of Director: Karen E. Dyson Mgmt For For
1c. Election of Director: Melina E. Higgins Mgmt For For
1d. Election of Director: Thomas J. McInerney Mgmt For For
1e. Election of Director: David M. Moffett Mgmt For For
1f. Election of Director: Thomas E. Moloney Mgmt For For
1g. Election of Director: Debra J. Perry Mgmt For For
1h. Election of Director: Robert P. Restrepo Mgmt For For
Jr.
1i. Election of Director: James S. Riepe Mgmt For For
2. Advisory vote to approve named executive Mgmt For For
officer compensation.
3. Ratification of the selection of KPMG LLP Mgmt For For
as the independent registered public
accounting firm for 2020.
--------------------------------------------------------------------------------------------------------------------------
GLU MOBILE INC. Agenda Number: 935371853
--------------------------------------------------------------------------------------------------------------------------
Security: 379890106
Meeting Type: Special
Meeting Date: 26-Apr-2021
Ticker: GLUU
ISIN: US3798901068
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger Mgmt For For
(as it may be amended from time to time,
the "Merger Agreement"), dated as of
February 8, 2021, by and among Electronic
Arts Inc. ("Electronic Arts"), a Delaware
corporation, Giants Acquisition Sub, Inc.,
a Delaware corporation and wholly owned
subsidiary of Electronic Arts, and Glu
Mobile Inc., a Delaware corporation.
2. To approve, on a non-binding advisory Mgmt For For
basis, the compensation that may be paid or
become payable to our named executive
officers that is based on or otherwise
relates to the Merger.
3. To approve the adjournment of the virtual Mgmt For For
special meeting to a later date or dates,
if our board of directors determines that
it is necessary or appropriate, and is
permitted by the Merger Agreement, to (i)
solicit additional proxies if (a) there is
not a quorum present or represented by
proxy or (b) there are insufficient votes
to adopt the Merger Agreement, (ii) give
holders of our common stock, par value
$0.0001 per share, additional time to
evaluate any supplemental or amended
disclosure or (iii) otherwise comply with
applicable law.
--------------------------------------------------------------------------------------------------------------------------
GORES METROPOULOS INC Agenda Number: 935294265
--------------------------------------------------------------------------------------------------------------------------
Security: 382872109
Meeting Type: Special
Meeting Date: 01-Dec-2020
Ticker: GMHI
ISIN: US3828721098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Transaction Proposal - To consider and vote Mgmt For For
upon a proposal to approve the Agreement
and Plan of Merger, dated as of August 24,
2020 (as it may be amended from time to
time, the "Merger Agreement")
2. Issuance Proposal - To consider and vote Mgmt For For
upon a proposal to approve, for purposes of
complying with applicable Nasdaq listing
rules, the issuance of more than 20% of the
Company's issued and outstanding shares of
Class A common stock, par value $0.0001 per
share, of the Company (the "Class A Stock")
and Class F common stock, par value $0.0001
per share, of the Company in connection
with the Business Combination.
3. Amendment Proposal - To consider and act Mgmt For For
upon a proposal to adopt the proposed
Second Amended and Restated Certificate of
Incorporation of the Company (the "Second
Amended and Restated Certificate of
Incorporation").
4a. Change in Authorized Shares - To amend the Mgmt Against Against
Second Amended and Restated Certificate of
Incorporation to increase the total number
of authorized shares of all classes of
Common Stock of the Company following the
Business Combination (the "Post-Combination
Company") from 220,000,000 shares to
836,000,000 shares.
4b. Dual-Class Stock - To amend the Second Mgmt Against Against
Amended and Restated Certificate of
Incorporation to provide for a dual class
common stock structure pursuant to which
holders of Class B Stock will be entitled
to 10 votes per share, thus having the
ability to control outcome of matters
requiring stockholder approval (even if
they own significantly less than a majority
of the shares of outstanding Class A
Stock), including the election of directors
and significant corporate transactions
(such as a merger or other sale of the
Post-Combination Company or its asset).
4c. Removal of Directors - To amend the Second Mgmt Against Against
Amended and Restated Certificate of
Incorporation to provide for an increase
following the closing of the Business
Combination in the required vote to remove
a director of the Post-Combination
Company's board of directors.
4d. Special Meetings - To amend the Second Mgmt Against Against
Amended and Restated Certificate of
Incorporation to add a provision in the
Second Amended and Restated Certificate of
Incorporation providing that special
meetings of the Post-Combination Company's
stockholders may be called only by the
Chairman of the Post- Combination Company's
board of directors, the Chief Executive
Officer or the Post-Combination Company's
board of directors acting.
4e. Selection of the Court of Chancery of the Mgmt Against Against
State of Delaware as Exclusive Forum - To
amend the Second Amended and Restated
Certificate of Incorporation to provide,
unless the Post-Combination Company
consents in writing to the selection of an
alternative forum, that a stockholder
bringing a claim. Combination Company
consents in writing to the selection of an
alternative forum, that a stockholder
bringing a claim.
4f. Required Stockholder Vote to Amend the Mgmt Against Against
Certificate of Incorporation of the Company
- To amend the Second Amended and Restated
Certificate of Incorporation to require the
approval by affirmative vote of the holders
of at least two-thirds of the voting power
of all of the then-outstanding shares of
the capital stock of the Post-Combination
Company to make any amendment to certain
provisions of the Second Amended and
Restated Certificate of Incorporation.
4g. Required Stockholder Vote to Amend the Mgmt Against Against
Bylaws of the Company - To amend the Second
Amended and Restated Certificate of
Incorporation to add a provision in the
Second Amended and Restated Certificate of
Incorporation increasing the required vote
to adopt, amend or repeal any provision of
the proposed Amended and Restated Bylaws of
the Post-Combination Company (the "Amended
and Restated Bylaws").
5. Management Longer Term Equity Incentive Mgmt For For
Plan Proposal - To consider and vote upon a
proposal to approve the Management Longer
Term Equity Incentive Plan (the "Management
Longer Term Equity Incentive Plan"),
including the authorization of the initial
share reserve under the Management Longer
Term Equity Incentive Plan.
6. Omnibus Incentive Plan Proposal - To Mgmt For For
consider and vote upon a proposal to
approve the 2020 Equity Incentive Plan (the
"Omnibus Incentive Plan"), including the
authorization of the initial share reserve
under the Omnibus Incentive Plan.
7. Employee Stock Purchase Plan Proposal - To Mgmt For For
consider and vote upon a proposal to
approve the 2020 Employee Stock Purchase
Plan (the "Employee Stock Purchase Plan"),
including the authorization of the initial
share reserve under the Employee Stock
Purchase Plan.
8. DIRECTOR
Mr. Austin Russell Mgmt For For
Mr. Alec Gores Mgmt For For
Mr. M.J. Simoncini Mgmt For For
Mr. Scott A. McGregor Mgmt For For
Mr. B.J. Kortlang Mgmt For For
9. The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to allow the chairman
of the Special Meeting to adjourn the
Special Meeting to a later date or dates,
if necessary, to permit further
solicitation and vote of proxies in the
event that there are insufficient votes.
--------------------------------------------------------------------------------------------------------------------------
GRUBHUB INC. Agenda Number: 935439580
--------------------------------------------------------------------------------------------------------------------------
Security: 400110102
Meeting Type: Special
Meeting Date: 10-Jun-2021
Ticker: GRUB
ISIN: US4001101025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of 10 June 2020, as amended by the
First Amendment to the Agreement and Plan
of Merger, dated as of 4 September 2020, as
further amended by the Second Amendment to
the Agreement and Plan of Merger, dated as
of 12 March 2021, and as it may be further
amended from time to time (the "Merger
Agreement"), by and among Grubhub Inc.
("Grubhub"), Just Eat Takeaway.com N.V.,
Checkers Merger Sub I, Inc. and Checkers
Merger Sub II, Inc. (such proposal, the
"Merger Agreement Proposal").
2. To approve, by a non-binding, advisory Mgmt For For
vote, certain compensation that may be paid
or become payable to named executive
officers of Grubhub in connection with the
transactions contemplated by the Merger
Agreement.
3. To adjourn the Special Meeting of the Mgmt For For
Stockholders of Grubhub (the "Grubhub
Stockholder Meeting") from time to time, if
necessary or appropriate, to solicit
additional proxies in the event there are
not sufficient votes at the time of the
Grubhub Stockholder Meeting to approve the
Merger Agreement Proposal.
--------------------------------------------------------------------------------------------------------------------------
GW PHARMACEUTICALS PLC Agenda Number: 935358374
--------------------------------------------------------------------------------------------------------------------------
Security: 36197T103
Meeting Type: Special
Meeting Date: 23-Apr-2021
Ticker: GWPH
ISIN: US36197T1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
C1 To approve (with or without modification) a Mgmt For For
scheme of arrangement pursuant to Part 26
of the UK Companies Act 2006 (the
"Scheme").
S1 Special Resolution: To authorize the Board Mgmt For For
of Directors of GW Pharmaceuticals plc (the
"Company") to take all such action to give
effect to the Scheme, including the
amendments to the Articles of Association
of the Company.
O1 Ordinary Resolution: To approve (on a Mgmt For For
non-binding, advisory basis) certain
compensation arrangements that may be paid
or become payable to the Company's named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
HEALTHCARE MERGER CORP. Agenda Number: 935286686
--------------------------------------------------------------------------------------------------------------------------
Security: 42227L201
Meeting Type: Special
Meeting Date: 30-Oct-2020
Ticker: HCCOU
ISIN: US42227L2016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To consider and vote upon a proposal to Mgmt For For
approve, assuming the Charter Proposals and
the NASDAQ Proposal are approved and
adopted, the Agreement and Plan of Merger,
dated as of July 29, 2020, by and among
Specialists On Call, Inc. ("SOC Telemed"),
HCMC, Sabre Merger Sub I, Inc., a wholly
owned subsidiary of HCMC ("First Merger
Sub"), and Sabre Merger Sub II, LLC, a
wholly owned subsidiary of HCMC ("Second
Merger Sub"), pursuant to which First
Merger Sub will merge with and into SOC
Telemed, with SOC Telemed being the
surviving corporation.
2. Increase the total number of authorized Mgmt For For
shares of all classes of capital stock from
111,000,000 shares to 505,000,000, which
would consist of (i) 500,000,000 shares of
Class A common stock and (ii) 5,000,000
shares of preferred stock.
3. Require the affirmative vote of either a Mgmt For For
majority of the board of directors then in
office or the holders of two-thirds of the
voting power of the outstanding shares of
capital stock for the adoption, amendment,
alteration or repeal of the bylaws;
provided that if two-thirds of the board of
directors then in office has approved such
adoption, amendment alteration or repeal of
any provisions of the bylaws, then only the
affirmative vote of the holders of at least
a majority of the voting power of the
outstanding shares of capital stock.
4. Require the affirmative vote of either a Mgmt For For
majority of the board of directors or the
holders of two-thirds of the voting power
of the outstanding shares of capital stock
for the adoption, amendment, alteration or
repeal of certain provisions of the
charter; provided that if two-thirds of the
board of directors has approved such
adoption, amendment, alteration or repeal,
then only the affirmative vote of the
holders of at least a majority of the
voting power of the outstanding shares of
capital stock.
5. Provide that certain transactions would not Mgmt For For
be considered "competitive opportunities"
and that each of Warburg Pincus Private
Equity XI, L.P., Warburg Pincus Private
Equity XI-B, L.P., Warburg Pincus XI
Partners, L.P., WP XI Partners, L.P.,
Warburg Pincus Private Equity XI-C, L.P.
and WP XI Finance, LP and their respective
affiliates, directors, principals,
officers, employees and other
representatives is not subject to the
doctrine of corporate opportunity and does
not have any duty to refrain from engaging
directly or indirectly in an investment
6. Provide that, in addition to the Mgmt For For
indemnification provisions in the existing
charter, (i) HCMC shall be the indemnitor
of first resort,(ii) HCMC shall be required
to advance the full amount of expenses
incurred by indemnitees and shall be liable
for the full amount of all claims to the
extent legally permitted (III) HCMC
irrevocably waives, relinquishes and
releases such persons from any and all
claims against them for contribution,
subrogation or any other recovery of any
kind in respect thereof
7. Clarify that the exclusive jurisdiction of Mgmt For For
the Court of Chancery of the State of
Delaware shall not apply to suits brought
to enforce any duty or liability under the
Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended
("Exchange Act"), or any other claim for
which the federal courts have exclusive or
concurrent jurisdiction. To the fullest
extent permitted by law, the federal
district courts of the United States of
America shall be the sole and exclusive
forum for the resolution of claims arising
under the Securities Act.
8. Authorize all other proposed changes, Mgmt For For
including, among others, those (i)
resulting from the Business Combination,
including changing the post-business
combination corporate name from "Healthcare
Merger Corp." to "SOC Telemed, Inc." and
removing certain provisions relating to
HCMC's prior status as a blank check
company and HCMC Class B common stock that
will no longer apply upon the Closing, or
(ii) that are administrative or clarifying
in nature, including the deletion of
language without substantive effect.
9A. Election of Director: Bobbie Byrne Mgmt For For
9B. Election of Director: Thomas J. Carella Mgmt For For
9C. Election of Director: Joseph P. Greskoviak Mgmt For For
9D. Election of Director: John W. Kalix Mgmt For For
9E. Election of Director: Amr Kronfol Mgmt For For
9F. Election of Director: Anne M. McGeorge Mgmt For For
9G. Election of Director: Steven J. Shulman Mgmt For For
10. The Incentive Plan Proposal - To approve Mgmt Against Against
and adopt, assuming the Business
Combination Proposal, the Charter Proposals
and the NASDAQ Proposal are approved and
adopted, the Specialists on Call, Inc. 2020
Equity Incentive Plan (the "Incentive
Plan") and material terms thereunder. A
copy of the Incentive Plan is attached to
the proxy statement/consent solicitation
statement/prospectus as Annex C.
11. The Employee Stock Purchase Plan Proposal - Mgmt Against Against
To approve and adopt, assuming the Business
Combination Proposal, the Charter Proposals
and the NASDAQ Proposal are approved and
adopted, the Specialists on Call, Inc. 2020
Employee Stock Purchase Plan (the "Employee
Stock Purchase Plan") and material terms
thereunder. A copy of the Employee Stock
Purchase Plan is attached to the proxy
statement/consent solicitation
statement/prospectus as Annex D.
12. To consider and vote upon a proposal to Mgmt For For
approve, assuming the Business Combination
Proposal and the Charter Proposals are
approved and adopted, for purposes of
complying with applicable provisions of
Nasdaq Listing Rule 5635, the issuance of
more than 20% of HCMC's issued and
outstanding common stock in connection with
the Business Combination and the PIPE
Investment (as defined in the proxy
statement/consent solicitation
statement/prospectus), and the related
change in control.
--------------------------------------------------------------------------------------------------------------------------
HIGHCAPE CAPITAL ACQUISITION CORP. Agenda Number: 935441775
--------------------------------------------------------------------------------------------------------------------------
Security: 42984L105
Meeting Type: Special
Meeting Date: 09-Jun-2021
Ticker: CAPA
ISIN: US42984L1052
--------------------------------------------------------------------------------------------------------------------------
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 the business combination agreement,
dated as of February 18, 2021 (as may be
amended and/or restated from time to time,
the "Business Combination Agreement"), by
and among HighCape, Tenet Merger Sub, Inc.,
a Delaware corporation and a wholly-owned
subsidiary of HighCape ("Merger Sub"), and
Quantum-Si Incorporated, a Delaware
corporation ("Quantum-Si"), and the
transactions contemplated thereby, pursuant
to which ... (due to space limits, see
proxy statement for full proposal).
2. The Charter Amendment Proposal, including Mgmt For For
the Advisory Charter Amendment Proposals -
to consider and vote upon a proposal to
approve, assuming the Business Combination
Proposal is approved and adopted, the
proposed amended and restated certificate
of incorporation of HighCape (the "Proposed
Charter"), which will replace HighCape's
current amended and restated certificate of
incorporation, dated September 3, 2020 (the
"Current Charter"), and which will be in
effect as of the Effective Time (we refer
...(due to space limits, see proxy
statement for full proposal).
2A. Advisory Charter Amendment Proposal A - Mgmt For For
Under the Proposed Charter, New Quantum-Si
will be authorized to issue 628,000,000
shares of capital stock, consisting of (i)
600,000,000 shares of New Quantum-Si Class
A common stock, par value $0.0001 per
share, (ii) 27,000,000 shares of New
Quantum-Si Class B common stock, par value
$0.0001 per share, and (iii) 1,000,000
shares of preferred stock, par value
$0.0001 per share, as opposed to the
Current Charter, which authorizes HighCape
to issue ...(due to space limits, see proxy
statement for full proposal).
2B. Advisory Charter Amendment Proposal B - Mgmt For For
Under the Proposed Charter, holders of
shares of New Quantum-Si Class A common
stock will be entitled to cast one vote per
share of New Quantum-Si Class A common
stock and holders of shares of New
Quantum-Si Class B common stock will be
entitled to cast 20 votes per share of New
Quantum-Si Class B common stock on each
matter properly submitted to New
Quantum-Si's stockholders entitled to vote,
as opposed to the Current Charter, which
... (due to space limits, see proxy
statement for full proposal).
2C. Advisory Charter Amendment Proposal C - Mgmt For For
Under the Proposed Charter, any action
required or permitted to be taken by the
stockholders of New Quantum-Si may be taken
by written consent until the time the
issued and outstanding shares of New
Quantum- Si Class B common stock represent
less than 50% of the voting power of the
then outstanding shares of capital stock of
New Quantum-Si that would be entitled to
vote for the election of directors, as
opposed to the Current Charter, which does
not ... (due to space limits, see proxy
statement for full proposal).
2D. Advisory Charter Amendment Proposal D - Mgmt For For
Amendments to certain provisions of the
Proposed Charter relating to the rights of
New Quantum-Si Class A common stock and New
Quantum-Si Class B common stock will
require (i) so long as any shares of New
Quantum-Si Class B common stock remain
outstanding, the affirmative vote of the
holders of at least two-thirds of the
outstanding shares of New Quantum-Si Class
B common stock, voting as a separate class,
(ii) so long as any shares of New ...(due
to space limits, see proxy statement for
full proposal).
2E. Advisory Charter Amendment Proposal E - The Mgmt For For
New Quantum-Si Bylaws may be amended,
altered, repealed or adopted either (x) by
the affirmative vote of a majority of the
board of directors of New Quantum-Si (the
"New Quantum-Si Board") present at any
regular or special meeting of the New
Quantum-Si Board at which a quorum is
present or (y) (i) when the issued and
outstanding shares of New Quantum-Si Class
B common stock represents less than 50% of
the voting power of the then outstanding
shares of ...(due to space limits, see
proxy statement for full proposal).
2F. Advisory Charter Amendment Proposal F - The Mgmt For For
Proposed Charter provides that the number
of directors will be fixed and may be
modified by the New Quantum-Si Board,
provided that the number of directors
cannot exceed a certain threshold without
the affirmative vote of the holders of (x)
at least two-thirds of the voting power of
the shares of capital stock of New Quantum-
Si that would be entitled to vote in the
election of directors when the issued and
outstanding shares of New Quantum- Si Class
...(due to space limits, see proxy
statement for full proposal).
2G. Advisory Charter Amendment Proposal G - The Mgmt For For
Proposed Charter provides that the New
Quantum-Si Board is not classified, and
that the New Quantum-Si directors shall
serve for a term of one year, expiring at
the next annual meeting of stockholders of
New Quantum-Si, as opposed to the Current
Charter, which provides that the HighCape
is divided into three classes, with each
class elected for staggered three year
terms.
2H. Advisory Charter Amendment Proposal H - The Mgmt For For
Proposed Charter provides that any or all
directors of New Quantum-Si may be removed
from office at any time with or without
cause and for any or no reason only with
and immediately upon the vote, (i) on or
after date time that the outstanding shares
of New Quantum-Si Class B common stock
represents less than 50% of the voting
power of the shares of capital stock of New
Quantum-Si then outstanding and entitled to
vote in the election of directors, ...(due
to space limits, see proxy statement for
full proposal).
2I. Advisory Charter Amendment Proposal I - The Mgmt For For
Proposed Charter provides that New Quantum-
Si renounces a corporate opportunity that
is presented to, or acquired, created or
developed by, or which otherwise comes into
the possession of, any non-employee
director of New Quantum-Si, unless such
opportunity is presented to, or acquired,
created or developed by, or otherwise comes
into the possession of such person
expressly and solely in his or her capacity
as a director of New Quantum-Si.
3. The Nasdaq Proposal - to consider and vote Mgmt For For
upon a proposal to approve, assuming the
Business Combination Proposal and the
Charter Amendment Proposal are approved and
adopted, for the purposes of complying with
the applicable listing rules of the Nasdaq
Stock Market ("Nasdaq"), the issuance of
(i) 42,500,000 shares of HighCape Class A
common stock to certain institutional
investors and accredited investors (the
"PIPE Investors") pursuant to subscription
agreements (the "PIPE Investor ...(due to
space limits, see proxy statement for full
proposal).
4. DIRECTOR
Jonathan M Rothberg PhD Mgmt For For
Marijn Dekkers, Ph.D. Mgmt For For
John Stark Mgmt For For
Ruth Fattori Mgmt For For
Brigid A. Makes Mgmt For For
Michael Mina, M.D, Ph.D Mgmt For For
Kevin Rakin Mgmt For For
James Tananbaum, M.D. Mgmt For For
5. The Equity Incentive Plan Proposal - to Mgmt Against Against
consider and vote upon a proposal to
approve, assuming the Business Combination
Proposal, the Charter Amendment Proposal,
the Nasdaq Proposal and the Director
Election Proposal are approved and adopted,
the Quantum-Si Incorporated 2021 Equity
Incentive Plan (the "New Quantum-Si Equity
Incentive Plan"), a copy of which is
attached to the proxy statement/prospectus
as Annex D, including the authorization of
the initial share reserve under the New
Quantum ...(due to space limits, see proxy
statement for full proposal).
6. The Adjournment Proposal - to consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the Special Meeting to a
later date or dates, if necessary, to
permit further solicitation and vote of
proxies if, based upon the tabulated vote
at the time of the Special Meeting, any of
the Business Combination Proposal, the
Charter Amendment Proposal, the Nasdaq
Proposal, and the Equity Incentive Plan
Proposal (collectively, the "Required
Transaction Proposals") would not be duly
approved and adopted ...(due to space
limits, see proxy statement for full
proposal).
--------------------------------------------------------------------------------------------------------------------------
HMS HOLDINGS CORP. Agenda Number: 935339540
--------------------------------------------------------------------------------------------------------------------------
Security: 40425J101
Meeting Type: Special
Meeting Date: 26-Mar-2021
Ticker: HMSY
ISIN: US40425J1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of December 20, 2020, by and among
HMS Holdings Corp. ("HMS"), Gainwell
Acquisition Corp. ("Gainwell"), Mustang
MergerCo Inc., a wholly owned subsidiary of
Gainwell ("Merger Sub"), and Gainwell
Intermediate Holding Corp., and approve the
transactions contemplated thereby,
including the merger of Merger Sub with and
into HMS (the "Merger"), with HMS
continuing as the surviving corporation and
a wholly owned subsidiary of Gainwell (the
"Merger Proposal").
2. To approve, on an advisory non-binding Mgmt For For
basis, the compensation that may be paid or
become payable to HMS's named executive
officers in connection with the Merger.
3. To approve the adjournment of the Special Mgmt For For
Meeting to a later date or dates, if
necessary or appropriate, including to
solicit additional proxies if there are
insufficient votes to approve the Merger
Proposal at the time of the Special
Meeting.
--------------------------------------------------------------------------------------------------------------------------
HOLICITY INC Agenda Number: 935460612
--------------------------------------------------------------------------------------------------------------------------
Security: 435063102
Meeting Type: Special
Meeting Date: 30-Jun-2021
Ticker: HOL
ISIN: US4350631028
--------------------------------------------------------------------------------------------------------------------------
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 the business combination agreement,
dated as of February 2, 2021 (as may be
amended and/or restated from time to time,
the "Business Combination Agreement"), by
and among Holicity, Holicity Merger Sub
Inc., a Delaware corporation and a
wholly-owned subsidiary of Holicity
("Merger Sub"), and Astra Space, Inc., a
Delaware corporation ("Astra"), and the
transactions contemplated thereby, pursuant
to which Merger Sub ...(due to space
limits, see proxy statement for full
proposal).
2. The Charter Proposal - To consider and vote Mgmt For For
upon a proposal to approve, assuming the
Business Combination Proposal is approved
and adopted, the proposed second amended
and restated certificate of incorporation
of Holicity (the "Proposed Charter"), which
will replace Holicity's amended and
restated certificate of incorporation,
dated August 5, 2020 (the "Current
Charter") and will be in effect upon the
closing of the Business Combination (the
"Closing") (we refer to such proposal as
the "Charter Proposal").
3A. Advisory Charter Proposal A - Under the Mgmt Against Against
Proposed Charter, New Astra will be
authorized to issue 466,000,000 shares of
capital stock, consisting of (i)
400,000,000 shares of New Astra Class A
common stock, par value $0.0001 per share,
(ii) 65,000,000 shares of New Astra Class B
common stock, par value $0.0001 per share,
and (iii) 1,000,000 shares of preferred
stock, par value $0.0001 per share, as
opposed to the Current Charter authorizing
Holicity to issue 221,000,000 shares of
capital stock, ...(due to space limits, see
proxy statement for full proposal).
3B. Advisory Charter Proposal B - Holders of Mgmt Against Against
shares of New Astra Class A common stock
will be entitled to cast one vote per share
of New Astra Class A common stock and
holders of shares of New Astra Class B
common stock will be entitled to cast 10
votes per share of New Astra Class B common
stock on each matter properly submitted to
New Astra's stockholders entitled to vote,
as opposed to each share of Holicity Class
A common stock and Holicity Class B common
stock being entitled to one vote per
...(due to space limits, see proxy
statement for full proposal).
3C. Advisory Charter Proposal C - Any action Mgmt Against Against
required or permitted to be taken by the
stockholders of New Astra may be taken by
written consent until the time the issued
and outstanding shares of Class B common
stock represent less than 50% of the voting
power of the then outstanding shares of
capital stock of New Astra.
3D. Advisory Charter Proposal D - Amendments to Mgmt Against Against
certain provisions of the Proposed Charter
relating to the rights of Class A and Class
B common stock will require (i) so long as
any shares of Class B common stock remain
outstanding, the affirmative vote of the
holders of at least two-thirds of the
outstanding shares of Class B common stock
of New Astra, voting as a separate class,
(ii) so long as any shares of Class A
common stock remain outstanding, the
affirmative vote of the holders of a
majority ...(due to space limits, see proxy
statement for full proposal).
3E. Advisory Charter Proposal E - The bylaws of Mgmt Against Against
New Astra may be amended, altered or
repealed or adopted either (x) by the
affirmative vote of a majority of the New
Astra board of directors present at any
regular or special meeting of the Board at
which a quorum is present or (y) (i) when
outstanding Class B common stock represents
less than 50% of the total voting power,
the affirmative vote of the holders of at
least two-thirds of the voting power of the
capital stock of New Astra or, prior to
...(due to space limits, see proxy
statement for full proposal).
3F. Advisory Charter Proposal F - The number of Mgmt Against Against
directors will be fixed and may be modified
either (i) by the New Astra board of
directors or (ii) by the affirmative vote
of the holders of at least two-thirds of
the voting power of the outstanding capital
stock of New Astra, depending on the number
of shares of New Astra Class B common stock
beneficially owned by the Astra Founders at
such time.
3G. Advisory Charter Proposal G - Delaware law Mgmt Against Against
permits a corporation to classify its board
of directors into as many as three classes
with staggered terms of office. The board
of directors will be classified into three
classes, which will have staggered terms of
office such that one-third of the
directors' terms will expire each year and
the succeeding directors will have a term
of three years.
4. The Stock Issuance Proposal - To consider Mgmt For For
and vote upon a proposal to approve,
assuming the Business Combination Proposal
and the Charter Proposal are approved and
adopted, for the purposes of complying with
the applicable listing rules of the Nasdaq
Capital Market, the issuance of (x) shares
of Holicity Class A common stock pursuant
to the terms of the Business Combination
Agreement and (y) shares of Holicity Class
A common stock to certain institutional
investors (the "PIPE Investors") ...(due to
space limits, see proxy statement for full
proposal).
5. The Incentive Plan Proposal - To consider Mgmt Against Against
and vote upon a proposal to approve,
assuming the Business Combination Proposal,
the Charter Proposal and the Stock Issuance
Proposal are approved and adopted, the
Astra Space, Inc. 2021 Omnibus Incentive
Plan (the "Incentive Plan"), a copy of
which is attached to the proxy
statement/prospectus as Annex F, including
the authorization of the initial share
reserve under the Incentive Plan (the
"Incentive Plan Proposal").
6. The ESPP Proposal - To consider and vote Mgmt For For
upon a proposal to approve, assuming the
Business Combination Proposal, the Charter
Proposal and the Stock Issuance Proposal
are approved and adopted, the Astra Space,
Inc. 2021 Employee Stock Purchase Plan (the
"ESPP"), a copy of which is attached to the
proxy statement/prospectus as Annex G,
including the authorization of the initial
share reserve under the ESPP (the "ESPP
Proposal").
7. The Adjournment Proposal - To consider and Mgmt For For
vote upon a proposal to approve the
adjournment of the Special Meeting to a
later date or dates, if necessary, to
permit further solicitation and vote of
proxies if, based upon the tabulated vote
at the time of the Special Meeting, any of
the Business Combination Proposal, the
Charter Proposal, the Stock Issuance
Proposal, the Incentive Plan Proposal and
the ESPP Proposal (together the "condition
precedent proposals") would not be duly
approved and adopted by ...(due to space
limits, see proxy statement for full
proposal).
--------------------------------------------------------------------------------------------------------------------------
HOUSTON WIRE & CABLE COMPANY Agenda Number: 935439732
--------------------------------------------------------------------------------------------------------------------------
Security: 44244K109
Meeting Type: Special
Meeting Date: 15-Jun-2021
Ticker: HWCC
ISIN: US44244K1097
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of March 24, 2021, by and among
Omni Cable, LLC, a Pennsylvania limited
liability company ("OmniCable"), OCDFH
Acquisition Sub Inc., a Delaware
corporation and wholly owned subsidiary of
OmniCable, and the Company.
2. To approve, by a non-binding advisory vote, Mgmt For For
the compensation that may be paid or become
payable to the Company's named executive
officers and that is based on, or otherwise
relates to, the merger contemplated by the
merger agreement.
3. To adjourn the special meeting from time to Mgmt For For
time to a later date or time if necessary
or appropriate, including to solicit
additional proxies in favor of the proposal
to adopt the merger agreement if there are
insufficient votes at the time of the
special meeting to adopt the merger
agreement.
--------------------------------------------------------------------------------------------------------------------------
HUDSON LTD. Agenda Number: 935293706
--------------------------------------------------------------------------------------------------------------------------
Security: G46408103
Meeting Type: Special
Meeting Date: 30-Nov-2020
Ticker: HUD
ISIN: BMG464081030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve and adopt the merger agreement Mgmt For For
and statutory merger agreement between
Hudson Ltd., Dufry AG and Dufry Holdco Ltd.
and the transactions contemplated thereby,
including the merger pursuant to which
Hudson Ltd. will become an indirect wholly
owned subsidiary of Dufry AG.
--------------------------------------------------------------------------------------------------------------------------
KENTUCKY BANCSHARES, INC. Agenda Number: 935399685
--------------------------------------------------------------------------------------------------------------------------
Security: 491203105
Meeting Type: Special
Meeting Date: 13-May-2021
Ticker: KTYB
ISIN: US4912031055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of the Agreement and Plan of Mgmt For For
Merger, dated January 27, 2021, by and
among Stock Yards Bancorp, Inc. ("Stock
Yards Bancorp"), H. Meyer Merger
Subsidiary, Inc., a wholly-owned subsidiary
of Stock Yards Bancorp, and Kentucky
Bancshares, Inc. ("Kentucky Bancshares"),
and the transactions contemplated thereby
(the "Kentucky Bancshares merger
proposal").
2. Approval of, on an advisory (non-binding) Mgmt For For
basis, the merger-related named executive
officer compensation that will or may be
paid to Kentucky Bancshares' named
executive officers in connection with the
merger (the "Kentucky Bancshares
compensation proposal").
3. Approval of the adjournment of the Kentucky Mgmt For For
Bancshares special meeting, if necessary or
appropriate, to solicit additional proxies
if, immediately prior to such adjournment,
there are not sufficient votes to approve
the Kentucky Bancshares merger proposal or
to ensure that any supplement or amendment
to the accompanying proxy
statement/prospectus is timely provided to
the Kentucky Bancshares shareholders (the
"Kentucky Bancshares adjournment
proposal").
--------------------------------------------------------------------------------------------------------------------------
LIVONGO HEALTH, INC. Agenda Number: 935274302
--------------------------------------------------------------------------------------------------------------------------
Security: 539183103
Meeting Type: Special
Meeting Date: 29-Oct-2020
Ticker: LVGO
ISIN: US5391831030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of Livongo Merger Agreement Mgmt For For
Proposal: To adopt the Agreement and Plan
of Merger, dated as of August 5, 2020, by
and among Teladoc Health, Inc. ("Teladoc"),
Livongo Health, Inc. ("Livongo") and
Tempranillo Merger Sub, Inc., a
wholly-owned subsidiary of Teladoc (such
agreement, the "merger agreement" and such
proposal, the "Livongo merger agreement
proposal").
2. Approval of Livongo Compensation Proposal: Mgmt Against Against
To approve, on an advisory (non-binding)
basis, the executive officer compensation
that will or may be paid to Livongo's named
executive officers that is based on or
otherwise relates to the transactions
contemplated by the merger agreement (the
"Livongo compensation proposal").
3. Approval of Livongo Adjournment Proposal: Mgmt For For
To approve the adjournment of the Livongo
stockholder meeting to solicit additional
proxies if there are not sufficient votes
at the time of the Livongo stockholder
meeting to approve the Livongo merger
agreement proposal or to ensure that any
supplement or amendment to the accompanying
joint proxy statement/prospectus is timely
provided to Livongo stockholders (the
"Livongo adjournment proposal").
--------------------------------------------------------------------------------------------------------------------------
M&T BANK CORPORATION Agenda Number: 935345733
--------------------------------------------------------------------------------------------------------------------------
Security: 55261F104
Meeting Type: Annual
Meeting Date: 20-Apr-2021
Ticker: MTB
ISIN: US55261F1049
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
C. Angela Bontempo Mgmt For For
Robert T. Brady Mgmt For For
Calvin G. Butler, Jr. Mgmt For For
T. J. Cunningham III Mgmt For For
Gary N. Geisel Mgmt For For
Leslie V. Godridge Mgmt For For
Richard S. Gold Mgmt For For
Richard A. Grossi Mgmt For For
Rene F. Jones Mgmt For For
Richard H. Ledgett, Jr. Mgmt For For
Newton P.S. Merrill Mgmt For For
Kevin J. Pearson Mgmt For For
Melinda R. Rich Mgmt For For
Robert E. Sadler, Jr. Mgmt For For
Denis J. Salamone Mgmt For For
John R. Scannell Mgmt For For
David S. Scharfstein Mgmt For For
Rudina Seseri Mgmt For For
Herbert L. Washington Mgmt For For
2. TO APPROVE THE COMPENSATION OF M&T BANK Mgmt For For
CORPORATION'S NAMED EXECUTIVE OFFICERS.
3. TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF M&T BANK CORPORATION FOR THE YEAR
ENDING DECEMBER 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
M&T BANK CORPORATION Agenda Number: 935420238
--------------------------------------------------------------------------------------------------------------------------
Security: 55261F104
Meeting Type: Special
Meeting Date: 25-May-2021
Ticker: MTB
ISIN: US55261F1049
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO APPROVE THE AMENDMENT OF THE RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION OF M&T BANK
CORPORATION ("M&T") TO EFFECT AN INCREASE
IN THE NUMBER OF AUTHORIZED SHARES OF M&T'S
CAPITAL STOCK FROM 251,000,000 TO
270,000,000 AND TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF M&T'S PREFERRED STOCK
FROM 1,000,000 TO 20,000,000 (THE "M&T
CHARTER AMENDMENT PROPOSAL").
2. TO APPROVE THE ISSUANCE OF M&T COMMON STOCK Mgmt For For
TO HOLDERS OF PEOPLE'S UNITED FINANCIAL,
INC. ("PEOPLE'S UNITED") COMMON STOCK
PURSUANT TO THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF FEBRUARY 21, 2021 (AS
IT MAY BE AMENDED FROM TIME TO TIME), BY
AND AMONG M&T, BRIDGE MERGER CORP. AND
PEOPLE'S UNITED (THE "M&T SHARE ISSUANCE
PROPOSAL").
3. TO ADJOURN THE M&T SPECIAL MEETING, IF Mgmt For For
NECESSARY OR APPROPRIATE, TO SOLICIT
ADDITIONAL PROXIES IF, IMMEDIATELY PRIOR TO
SUCH ADJOURNMENT, THERE ARE NOT SUFFICIENT
VOTES TO APPROVE THE M&T CHARTER AMENDMENT
PROPOSAL AND/OR THE M&T SHARE ISSUANCE
PROPOSAL, OR TO ENSURE THAT ANY SUPPLEMENT
OR AMENDMENT TO THE ACCOMPANYING JOINT
PROXY STATEMENT/PROSPECTUS IS TIMELY
PROVIDED TO HOLDERS OF M&T COMMON STOCK.
--------------------------------------------------------------------------------------------------------------------------
MOBILEIRON, INC. Agenda Number: 935290964
--------------------------------------------------------------------------------------------------------------------------
Security: 60739U204
Meeting Type: Special
Meeting Date: 24-Nov-2020
Ticker: MOBL
ISIN: US60739U2042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To consider and vote on the proposal to Mgmt For For
adopt the Agreement and Plan of Merger (as
it may be amended from time to time), dated
September 26, 2020, by and among
MobileIron, Ivanti, Inc. and Oahu Merger
Sub, Inc. (the "merger agreement").
2. To consider and vote on the proposal to Mgmt Against Against
approve, on a non- binding, advisory basis,
the compensation that will or may become
payable by MobileIron to its named
executive officers in connection with the
merger of Oahu Merger Sub, Inc., a wholly
owned subsidiary of Ivanti, Inc., with and
into MobileIron pursuant to the merger
agreement (the "merger").
3. To consider and vote on any proposal to Mgmt For For
adjourn the special meeting to a later date
or time, if necessary or appropriate, to
solicit additional proxies if there are
insufficient votes to adopt the merger
agreement at the time of the special
meeting.
--------------------------------------------------------------------------------------------------------------------------
MONTAGE RESOURCES CORPORATION Agenda Number: 935284365
--------------------------------------------------------------------------------------------------------------------------
Security: 61179L100
Meeting Type: Special
Meeting Date: 12-Nov-2020
Ticker: MR
ISIN: US61179L1008
--------------------------------------------------------------------------------------------------------------------------
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 12, 2020, by and between
Southwestern Energy Company and Montage
Resources Corporation ("Montage") (the
"Merger Proposal").
2. To approve, on an advisory (non-binding) Mgmt For For
basis, the payments that will or may be
paid to Montage's named executive officers
in connection with the merger.
3. To approve the adjournment of the special Mgmt For For
meeting to solicit additional proxies if
there are not sufficient votes at the time
of the special meeting to approve the
Merger Proposal or to ensure that any
supplement or amendment to the accompanying
proxy statement/prospectus is timely
provided to Montage stockholders.
--------------------------------------------------------------------------------------------------------------------------
NATIONAL GENERAL HOLDINGS CORP. Agenda Number: 935267434
--------------------------------------------------------------------------------------------------------------------------
Security: 636220303
Meeting Type: Special
Meeting Date: 30-Sep-2020
Ticker: NGHC
ISIN: US6362203035
--------------------------------------------------------------------------------------------------------------------------
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 7, 2020 (as it may be
amended from time to time, the "Merger
Agreement"), by and among National General
Holdings Corp., a Delaware corporation (the
"Company"), The Allstate Corporation, a
Delaware corporation ("Parent"), and
Bluebird Acquisition Corp., a Delaware
corporation and an indirect wholly owned
subsidiary of Parent ("Merger Sub"),
pursuant to which, subject to the
satisfaction of customary closing
conditions, Merger Sub will be merged with
and into the Company (the "Merger").
2. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation payments that will
or may be paid or become payable to the
Company's named executive officers and that
are based on or otherwise relate to the
Merger and the agreements and
understandings pursuant to which such
compensation will or may be paid or become
payable.
3. To approve the adjournment of the special Mgmt For For
meeting, if necessary or appropriate,
including to solicit additional proxies if
there are insufficient votes at the time of
the special meeting to approve the proposal
to adopt the Merger Agreement or in the
absence of a quorum.
--------------------------------------------------------------------------------------------------------------------------
NORTHERN STAR ACQUISITION CORP. Agenda Number: 935438475
--------------------------------------------------------------------------------------------------------------------------
Security: 665742102
Meeting Type: Annual
Meeting Date: 28-May-2021
Ticker: STIC
ISIN: US6657421029
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve and adopt the Merger Agreement, Mgmt For For
and the transactions contemplated thereby,
including the merger of NSAC Merger Sub
Corp. with and into Barkbox, Inc., and the
issuance of shares of Northern Star's
common stock to Barkbox, Inc.'s
securityholders in the Merger.
2. To approve the issuance of an aggregate of Mgmt For For
20,000,000 shares of Northern Star common
stock in a private placement at a price of
$10.00 per share, for an aggregate purchase
price of $200,000,000.
3. To approve amendments to Northern Star's Mgmt For For
current amended and restated certificate of
incorporation to: change the name of
Northern Star to "The Original BARK
Company".
4. To approve amendments to Northern Star's Mgmt For For
current amended and restated certificate of
incorporation to: increase the number of
shares of common stock Northern Star is
authorized to issue to 500,000,000 shares
and remove the provisions for Northern
Star's current Class B common stock so that
the Class B common stock will cease to
exist and Northern Star will have a single
class of common stock.
5. To approve amendments to Northern Star's Mgmt For For
current amended and restated certificate of
incorporation to: add supermajority voting
provisions requiring the affirmative vote
of the holders of 66 2/3% of the voting
power of all of the then outstanding shares
of the capital stock to amend certain
provisions of the second amended and
restated certificate of incorporation, to
adopt, amend or repeal any provision of the
bylaws, or to remove any director, or the
entire Board of Directors.
6. To approve amendments to Northern Star's Mgmt For For
current amended and restated certificate of
incorporation to: remove the various
provisions applicable only to special
purpose acquisition companies and make
certain other changes that the Northern
Star board deems appropriate for a public
operating company.
7A. Election of Class A Director to serve until Mgmt For For
2022 annual meeting: Jonathan J. Ledecky
7B. Election of Class A Director to serve until Mgmt For For
2022 annual meeting: Henrik Werdelin
7C. Election of Class A Director to serve until Mgmt For For
2022 annual meeting: Betsy McLaughlin
7D. Election of Class B Director to serve until Mgmt For For
2023 annual meeting: Joanna Coles
7E. Election of Class B Director to serve until Mgmt For For
2023 annual meeting: Matt Meeker
7F. Election of Class C Director to serve until Mgmt For For
2024 annual meeting: Manish Joneja
7G. Election of Class C Director to serve until Mgmt For For
2024 annual meeting: Jim McGinty
8. To approve the 2021 Equity Incentive Plan. Mgmt Against Against
9. To approve the 2021 Employee Stock Purchase Mgmt For For
Plan.
10. To adjourn the annual meeting to a later Mgmt For For
date or dates if it is determined by the
officer presiding over the annual meeting
that more time is necessary for Northern
Star to consummate the Merger and the other
transactions contemplated by the Merger
Agreement.
--------------------------------------------------------------------------------------------------------------------------
NUANCE COMMUNICATIONS, INC. Agenda Number: 935445406
--------------------------------------------------------------------------------------------------------------------------
Security: 67020Y100
Meeting Type: Special
Meeting Date: 15-Jun-2021
Ticker: NUAN
ISIN: US67020Y1001
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of April 11, 2021, by and among
Microsoft Corporation, Big Sky Merger Sub
Inc. ("Sub") and Nuance Communications,
Inc. (the "Company"), pursuant to which Sub
will merge with and into the Company (the
"Merger").
2. To approve, by means of a non-binding, Mgmt For For
advisory vote, compensation that will or
may become payable to the Company's named
executive officers in connection with the
Merger.
--------------------------------------------------------------------------------------------------------------------------
PARSLEY ENERGY, INC. Agenda Number: 935316415
--------------------------------------------------------------------------------------------------------------------------
Security: 701877102
Meeting Type: Special
Meeting Date: 12-Jan-2021
Ticker: PE
ISIN: US7018771029
--------------------------------------------------------------------------------------------------------------------------
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 October 20, 2020 (as
may be amended from time to time), by and
among Parsley Energy, Inc. ("Parsley"),
Pioneer Natural Resources Company
("Pioneer") and certain subsidiaries of
Parsley and Pioneer and the transactions
contemplated thereby.
2. To approve, on a non-binding advisory Mgmt For For
basis, the compensation that may be paid or
become payable to Parsley's named executive
officers that is based on or otherwise
relates to the mergers.
--------------------------------------------------------------------------------------------------------------------------
PERCEPTRON, INC. Agenda Number: 935296651
--------------------------------------------------------------------------------------------------------------------------
Security: 71361F100
Meeting Type: Annual
Meeting Date: 08-Dec-2020
Ticker: PRCP
ISIN: US71361F1003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adoption of the Agreement and Plan of Mgmt For For
Merger, dated as of September 27, 2020, by
and among Perceptron, Inc., Atlas Copco
North America LLC and Odyssey Acquisition
Corp. (the "Merger Agreement").
2. Approval of the adjournment of the annual Mgmt For For
meeting, if necessary or appropriate,
including to solicit additional proxies if
there are insufficient votes at the time of
the annual meeting to approve the proposal
to adopt the Merger Agreement or in the
absence of a quorum.
3. A non-binding resolution to approve the Mgmt For For
compensation payments that will or may be
paid by the Company to certain named
executive officers in connection with the
merger contemplated by the Merger
Agreement.
4. DIRECTOR
John F. Bryant Mgmt For For
Jay W. Freeland Mgmt For For
Sujatha Kumar Mgmt For For
C. Richard Neely, Jr. Mgmt For For
James A. Ratigan Mgmt For For
William C. Taylor Mgmt For For
5. A non-binding resolution to approve the Mgmt For For
compensation of our named executive
officers.
6. The ratification of the selection of BDO Mgmt For For
USA, LLP as the Company's independent
registered public accounting firm for
fiscal 2021.
--------------------------------------------------------------------------------------------------------------------------
PERSPECTA INC. Agenda Number: 935389292
--------------------------------------------------------------------------------------------------------------------------
Security: 715347100
Meeting Type: Special
Meeting Date: 05-May-2021
Ticker: PRSP
ISIN: US7153471005
--------------------------------------------------------------------------------------------------------------------------
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 27, 2021, as amended
from time to time (the "Merger Agreement"),
among (i) Perspecta Inc. (the "Company"),
(ii) Jaguar ParentCo Inc., and (iii) Jaguar
Merger Sub Inc. ("Merger Sub"), pursuant to
which Merger Sub will merge with and into
the Company (the "Merger").
2. To approve, by non-binding, advisory vote, Mgmt For For
certain compensation arrangements for the
Company's named executive officers in
connection with the Merger.
3. To approve the adjournment of the Special Mgmt For For
Meeting, if necessary or appropriate,
including adjournment to solicit additional
proxies if there are insufficient votes at
the time of the Special Meeting to adopt
the Merger Agreement.
--------------------------------------------------------------------------------------------------------------------------
PRA HEALTH SCIENCES, INC. Agenda Number: 935427650
--------------------------------------------------------------------------------------------------------------------------
Security: 69354M108
Meeting Type: Special
Meeting Date: 15-Jun-2021
Ticker: PRAH
ISIN: US69354M1080
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of February 24, 2021, by and among
ICON plc ("ICON"), PRA Health Sciences,
Inc. ("PRA"), ICON US Holdings Inc., a
wholly owned subsidiary of ICON ("US
HoldCo"), and Indigo Merger Sub, Inc., a
wholly owned subsidiary of ICON and US
HoldCo (such agreement, as it may be
amended from time to time, the "merger
agreement" and such proposal, the "PRA
merger agreement proposal").
2. To approve, on an advisory (non-binding) Mgmt For For
basis, the executive officer compensation
that will or may be paid to PRA's named
executive officers that is based on or
otherwise relates to the transactions
contemplated by the merger agreement (the
"PRA compensation proposal").
3. To approve the adjournment of the PRA Mgmt For For
stockholder meeting to solicit additional
proxies if there are not sufficient votes
at the time of the PRA stockholder meeting
to approve the PRA merger agreement
proposal or to ensure that any supplement
or amendment to the accompanying joint
proxy statement/prospectus is timely
provided to PRA stockholders (the "PRA
adjournment proposal").
--------------------------------------------------------------------------------------------------------------------------
PREMIER FINANCIAL BANCORP, INC. Agenda Number: 935427496
--------------------------------------------------------------------------------------------------------------------------
Security: 74050M105
Meeting Type: Annual
Meeting Date: 16-Jun-2021
Ticker: PFBI
ISIN: US74050M1053
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Toney K. Adkins Mgmt For For
Philip E. Cline Mgmt For For
Harry M. Hatfield Mgmt For For
Lloyd G. Jackson II Mgmt For For
Douglas V. Reynolds Mgmt For For
Marshall T. Reynolds Mgmt For For
Neal W. Scaggs Mgmt For For
Robert W. Walker Mgmt For For
Thomas W. Wright Mgmt For For
2. To ratify the appointment of Crowe LLP as Mgmt For For
the Company's Independent auditors for the
fiscal year ending December 31, 2021.
3. To consider and approve the Company's Mgmt For For
executive compensation in an advisory vote.
--------------------------------------------------------------------------------------------------------------------------
PRGX GLOBAL, INC. Agenda Number: 935332394
--------------------------------------------------------------------------------------------------------------------------
Security: 69357C503
Meeting Type: Special
Meeting Date: 02-Mar-2021
Ticker: PRGX
ISIN: US69357C5031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated as of December 24, 2020, by and among
Pluto Acquisitionco Inc., a Delaware
corporation, Pluto Merger Sub Inc., a
Georgia corporation and a wholly owned
subsidiary of Pluto Acquisitionco Inc., and
PRGX Global, Inc., a Georgia corporation,
as it may be amended from time to time (the
"Merger Agreement").
2. To adjourn the special meeting, if Mgmt For For
necessary or appropriate, to solicit
additional votes in favor of the proposal
to adopt the Merger Agreement, if there are
insufficient votes to adopt the Merger
Agreement at the time of the Special
Meeting.
3. To approve on an advisory (non-binding) Mgmt For For
basis specified compensation that may
become payable to our named executive
officers in connection with the merger
contemplated by the Merger Agreement.
--------------------------------------------------------------------------------------------------------------------------
REALPAGE, INC. Agenda Number: 935334261
--------------------------------------------------------------------------------------------------------------------------
Security: 75606N109
Meeting Type: Special
Meeting Date: 08-Mar-2021
Ticker: RP
ISIN: US75606N1090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the adoption of the Agreement Mgmt For For
and Plan of Merger (the "Merger
Agreement"), dated as of December 20, 2020,
by and among Mirasol Parent, LLC, Mirasol
Merger Sub, Inc., and RealPage, Inc.
("RealPage").
2. To approve, on an advisory (non-binding) Mgmt For For
basis, the compensation that may be paid or
become payable to RealPage's named
executive officers that is based on or
otherwise relates to the Merger Agreement
and the transactions contemplated by the
Merger Agreement.
3. To adjourn the special meeting to a later Mgmt For For
date or dates if necessary or appropriate
to solicit additional proxies if there are
insufficient votes to approve Proposal 1 at
the time of the special meeting.
--------------------------------------------------------------------------------------------------------------------------
SEVEN GENERATIONS ENERGY LTD Agenda Number: 713642141
--------------------------------------------------------------------------------------------------------------------------
Security: 81783Q105
Meeting Type: SGM
Meeting Date: 31-Mar-2021
Ticker:
ISIN: CA81783Q1054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' FOR
RESOLUTION 1, ABSTAIN IS NOT A VOTING
OPTION ON THIS MEETING
CMMT PLEASE NOTE THAT THIS MEETING MENTIONS Non-Voting
DISSENTER'S RIGHTS, PLEASE REFER TO THE
MANAGEMENT INFORMATION CIRCULAR FOR DETAILS
1 TO CONSIDER, PURSUANT TO AN INTERIM ORDER Mgmt For For
OF THE COURT OF QUEEN'S BENCH OF ALBERTA
DATED FEBRUARY 24, 2021, AND, IF DEEMED
ADVISABLE, TO APPROVE, WITH OR WITHOUT
VARIATION, A SPECIAL RESOLUTION OF THE
SHAREHOLDERS OF 7G, THE FULL TEXT OF WHICH
IS SET FORTH IN APPENDIX A TO THE
ACCOMPANYING JOINT MANAGEMENT INFORMATION
CIRCULAR DATED MARCH 1, 2021, (THE
"INFORMATION CIRCULAR"), A PLAN OF
ARRANGEMENT UNDER SECTION 192 OF THE CANADA
BUSINESS CORPORATIONS ACT INVOLVING 7G, THE
HOLDERS OF CLASS A COMMON SHARES OF 7G AND
ARC RESOURCES LTD. ("ARC"), WHEREBY, AMONG
OTHER THINGS, ARC WILL ACQUIRE ALL OF THE
ISSUED AND OUTSTANDING CLASS A COMMON
SHARES, AS MORE PARTICULARLY DESCRIBED IN
THE INFORMATION CIRCULAR
--------------------------------------------------------------------------------------------------------------------------
SIGNATURE AVIATION PLC Agenda Number: 713620828
--------------------------------------------------------------------------------------------------------------------------
Security: G8127H114
Meeting Type: CRT
Meeting Date: 18-Mar-2021
Ticker:
ISIN: GB00BKDM7X41
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID Non-Voting
VOTE OPTION FOR THIS MEETING TYPE. PLEASE
CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY.
SHOULD YOU CHOOSE TO VOTE ABSTAIN FOR THIS
MEETING THEN YOUR VOTE WILL BE DISREGARDED
BY THE ISSUER OR ISSUERS AGENT
1 FOR THE PURPOSE OF CONSIDERING AND, IF Mgmt For For
THOUGHT FIT, APPROVING (WITH OR WITHOUT
MODIFICATION) A SCHEME OF ARRANGEMENT
PROPOSED TO BE MADE PURSUANT TO PART 26 OF
THE COMPANIES ACT 2006 BETWEEN SIGNATURE
AVIATION PLC (THE "COMPANY") AND THE
HOLDERS OF SCHEME SHARES (THE "SCHEME")
--------------------------------------------------------------------------------------------------------------------------
SIGNATURE AVIATION PLC Agenda Number: 713620830
--------------------------------------------------------------------------------------------------------------------------
Security: G8127H114
Meeting Type: OGM
Meeting Date: 18-Mar-2021
Ticker:
ISIN: GB00BKDM7X41
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 THAT: (A) FOR THE PURPOSE OF GIVING EFFECT Mgmt For For
TO THE SCHEME OF ARRANGEMENT DATED 22
FEBRUARY 2021 (THE "SCHEME") BETWEEN THE
COMPANY AND THE HOLDERS OF SCHEME SHARES
(AS DEFINED IN THE SCHEME), A COPY OF WHICH
HAS BEEN PRODUCED TO THIS MEETING AND FOR
THE PURPOSES OF IDENTIFICATION SIGNED BY
THE CHAIR OF THIS MEETING, IN ITS ORIGINAL
FORM OR WITH OR SUBJECT TO ANY
MODIFICATION, ADDITION, OR CONDITION AGREED
BY THE COMPANY AND BIDCO AND APPROVED OR
IMPOSED BY THE HIGH COURT OF JUSTICE OF
ENGLAND AND WALES, THE DIRECTORS OF THE
COMPANY (OR A DULY AUTHORISED COMMITTEE
THEREOF) BE AUTHORISED TO TAKE ALL SUCH
ACTION AS THEY MAY CONSIDER NECESSARY OR
APPROPRIATE FOR CARRYING THE SCHEME INTO
EFFECT; AND (B) WITH EFFECT FROM THE
PASSING OF THIS RESOLUTION, THE ARTICLES OF
ASSOCIATION OF THE COMPANY BE AND ARE
HEREBY AMENDED BY THE ADOPTION AND
INCLUSION OF THE FOLLOWING NEW ARTICLE 132.
132. SCHEME OF ARRANGEMENT 132.1 IN THIS
ARTICLE 132, REFERENCES TO THE "SCHEME" ARE
TO THE SCHEME OF ARRANGEMENT UNDER PART 26
OF THE COMPANIES ACT 2006 BETWEEN THE
COMPANY AND THE HOLDERS OF SCHEME SHARES
(AS DEFINED IN THE SCHEME) DATED 22
FEBRUARY 2021 (WITH OR SUBJECT TO ANY
MODIFICATION, ADDITION OR CONDITION
APPROVED OR IMPOSED BY THE COURT AND AGREED
BY THE COMPANY AND BROWN BIDCO LIMITED
("BIDCO")) AND (SAVE AS DEFINED IN THIS
ARTICLE) TERMS DEFINED IN THE SCHEME SHALL
HAVE THE SAME MEANINGS IN THIS ARTICLE.
132.2 NOTWITHSTANDING ANY OTHER PROVISIONS
IN THESE ARTICLES, IF THE COMPANY ISSUES OR
TRANSFERS OUT OF TREASURY ANY SIGNATURE
SHARES (OTHER THAN TO BIDCO, ANY SUBSIDIARY
OF BIDCO, ANY PARENT UNDERTAKING OF BIDCO
OR ANY SUBSIDIARY OF SUCH PARENT
UNDERTAKING, OR ANY NOMINEE OF BIDCO (EACH
A "BIDCO COMPANY")) ON OR AFTER THE DATE OF
THE ADOPTION OF THIS ARTICLE 132 AND PRIOR
TO THE SCHEME RECORD TIME, SUCH SIGNATURE
SHARES SHALL BE ISSUED OR TRANSFERRED
SUBJECT TO THE TERMS OF THE SCHEME (AND
SHALL BE SCHEME SHARES FOR THE PURPOSES
THEREOF) AND THE ORIGINAL OR SUBSEQUENT
HOLDER OR HOLDERS OF SUCH SIGNATURE SHARES
SHALL BE BOUND BY THE SCHEME ACCORDINGLY.
132.3 NOTWITHSTANDING ANY OTHER PROVISION
OF THESE ARTICLES, SUBJECT TO THE SCHEME
BECOMING EFFECTIVE, ANY SHARES ISSUED,
TRANSFERRED OUT OF TREASURY OR TRANSFERRED
PURSUANT TO ARTICLE 132.4 BELOW, TO ANY
PERSON (OTHER THAN A BIDCO COMPANY) AFTER
THE SCHEME RECORD TIME (A "NEW MEMBER")
(EACH A "POST-SCHEME SHARE") SHALL BE
ISSUED OR TRANSFERRED ON TERMS THAT THEY
SHALL (ON THE EFFECTIVE DATE (AS DEFINED IN
THE SCHEME) OR, IF LATER, ON ISSUE OR
TRANSFER (BUT SUBJECT TO THE TERMS OF
ARTICLES 132.4 AND 132.5 BELOW)), BE
IMMEDIATELY TRANSFERRED TO BIDCO (OR SUCH
PERSON AS IT MAY DIRECT) (THE "PURCHASER"),
WHO SHALL BE OBLIGED TO ACQUIRE EACH
POST-SCHEME SHARE IN CONSIDERATION OF AND
CONDITIONAL UPON THE PAYMENT BY OR ON
BEHALF OF BIDCO TO THE NEW MEMBER OF AN
AMOUNT IN CASH FOR EACH POST-SCHEME SHARE
EQUAL TO THE CONSIDERATION TO WHICH A NEW
MEMBER WOULD HAVE BEEN ENTITLED UNDER THE
SCHEME HAD SUCH POST-SCHEME SHARE BEEN A
SCHEME SHARE. 132.4 ANY PERSON WHO IS
BENEFICIALLY ENTITLED TO SHARES ISSUED OR
TRANSFERRED TO A NEW MEMBER (OTHER THAN,
FOR THE AVOIDANCE OF DOUBT, A PERSON WHO
BECOMES BENEFICIALLY ENTITLED TO SHARES BY
VIRTUE OF A TRANSFER PURSUANT TO THIS
ARTICLE 132.4) MAY, PRIOR TO THE ISSUE OR
TRANSFER OF POST-SCHEME SHARES TO THE NEW
MEMBER PURSUANT TO THE EXERCISE OF AN
OPTION OR SATISFACTION OF AN AWARD UNDER
ONE OF THE SIGNATURE SHARE PLANS (AS
DEFINED IN THE SCHEME), GIVE NOT LESS THAN
TWO BUSINESS DAYS' WRITTEN NOTICE TO THE
COMPANY IN SUCH MANNER AS THE BOARD SHALL
PRESCRIBE OF HIS OR HER INTENTION TO
TRANSFER THE BENEFICIAL OWNERSHIP OF SOME
OR ALL OF SUCH POST-SCHEME SHARES TO HIS OR
HER SPOUSE OR CIVIL PARTNER AND MAY, IF
SUCH NOTICE HAS BEEN VALIDLY GIVEN, ON OR
BEFORE SUCH POST-SCHEME SHARES BEING ISSUED
OR TRANSFERRED TO THE NEW MEMBER,
IMMEDIATELY TRANSFER TO HIS OR HER SPOUSE
OR CIVIL PARTNER BENEFICIAL OWNERSHIP OF
ANY SUCH POST-SCHEME SHARES, PROVIDED THAT
SUCH POST-SCHEME SHARES (INCLUDING BOTH
LEGAL AND BENEFICIAL OWNERSHIP THEREOF)
WILL THEN BE IMMEDIATELY TRANSFERRED TO THE
PURCHASER PURSUANT TO ARTICLE 132.3 ABOVE.
IF NOTICE HAS BEEN VALIDLY GIVEN PURSUANT
TO THIS ARTICLE 132.4 BUT THE BENEFICIAL
OWNER DOES NOT IMMEDIATELY TRANSFER TO HIS
OR HER SPOUSE OR CIVIL PARTNER BOTH THE
LEGAL AND BENEFICIAL OWNERSHIP OF THE
POST-SCHEME SHARES IN RESPECT OF WHICH
NOTICE WAS GIVEN, SUCH LEGAL AND BENEFICIAL
OWNERSHIP WILL BE TRANSFERRED TO THE
PURCHASER PURSUANT TO ARTICLE 132.3 ABOVE.
IF NOTICE IS NOT GIVEN PURSUANT TO THIS
ARTICLE 132.4, BOTH THE LEGAL AND
BENEFICIAL OWNERSHIP OF THE POST-SCHEME
SHARES WILL BE IMMEDIATELY TRANSFERRED TO
THE PURCHASER PURSUANT TO ARTICLE 132.3
ABOVE. 132.5 ON ANY REORGANISATION OF, OR
MATERIAL ALTERATION TO, THE SHARE CAPITAL
OF THE COMPANY (INCLUDING, WITHOUT
LIMITATION, ANY SUBDIVISION AND/OR
CONSOLIDATION) CARRIED OUT AFTER THE
EFFECTIVE DATE (AS DEFINED IN THE SCHEME),
THE VALUE OF THE CONSIDERATION PER
POST-SCHEME SHARE TO BE PAID UNDER ARTICLE
132.3 SHALL BE ADJUSTED BY THE COMPANY IN
SUCH MANNER AS THE AUDITORS OF THE COMPANY
MAY DETERMINE TO BE APPROPRIATE TO REFLECT
SUCH REORGANISATION OR ALTERATION.
REFERENCES IN THIS ARTICLE 132 TO SUCH
SHARES SHALL, FOLLOWING SUCH ADJUSTMENT, BE
CONSTRUED ACCORDINGLY. 132.6 TO GIVE EFFECT
TO ANY TRANSFER OF POST-SCHEME SHARES
REQUIRED PURSUANT TO ARTICLE 132.3, THE
COMPANY MAY APPOINT ANY PERSON AS ATTORNEY
AND/OR AGENT FOR THE NEW MEMBER TO TRANSFER
THE POST-SCHEME SHARES TO THE PURCHASER AND
DO ALL SUCH OTHER THINGS AND EXECUTE AND
DELIVER ALL SUCH DOCUMENTS OR DEEDS AS MAY
IN THE OPINION OF SUCH ATTORNEY OR AGENT BE
NECESSARY OR DESIRABLE TO VEST THE
POST-SCHEME SHARES IN THE PURCHASER AND
PENDING SUCH VESTING TO EXERCISE ALL SUCH
RIGHTS ATTACHING TO THE POST-SCHEME SHARES
AS THE PURCHASER MAY DIRECT. IF AN ATTORNEY
OR AGENT IS SO APPOINTED, THE NEW MEMBER
SHALL NOT THEREAFTER (EXCEPT TO THE EXTENT
THAT THE ATTORNEY OR AGENT FAILS TO ACT IN
ACCORDANCE WITH THE DIRECTIONS OF THE
PURCHASER) BE ENTITLED TO EXERCISE ANY
RIGHTS ATTACHING TO THE POST-SCHEME SHARES
UNLESS SO AGREED IN WRITING BY THE
PURCHASER. THE ATTORNEY OR AGENT SHALL BE
EMPOWERED TO EXECUTE AND DELIVER AS
TRANSFEROR A FORM OF TRANSFER OR
INSTRUCTIONS OF TRANSFER ON BEHALF OF THE
NEW MEMBER (OR ANY SUBSEQUENT HOLDER) IN
FAVOUR OF THE PURCHASER AND THE COMPANY MAY
GIVE A GOOD RECEIPT FOR THE CONSIDERATION
FOR THE POST-SCHEME SHARES AND MAY REGISTER
THE PURCHASER AS HOLDER THEREOF AND ISSUE
TO IT CERTIFICATE(S) FOR THE SAME. THE
COMPANY SHALL NOT BE OBLIGED TO ISSUE A
CERTIFICATE TO THE NEW MEMBER FOR THE
POST-SCHEME SHARES. THE PURCHASER SHALL
SETTLE THE CONSIDERATION DUE TO THE NEW
MEMBER PURSUANT TO ARTICLE 132.3 ABOVE BY
SENDING A CHEQUE DRAWN ON A UK CLEARING
BANK IN FAVOUR OF THE NEW MEMBER (OR ANY
SUBSEQUENT HOLDER), OR BY ANY ALTERNATIVE
METHOD COMMUNICATED BY THE PURCHASER TO THE
NEW MEMBER, FOR THE PURCHASE PRICE OF SUCH
POST-SCHEME SHARES NO LATER THAN 14 DAYS
AFTER THE DATE ON WHICH THE POST-SCHEME
SHARES ARE ISSUED TO THE NEW MEMBER. 132.7
IF THE SCHEME SHALL NOT HAVE BECOME
EFFECTIVE BY THE APPLICABLE DATE REFERRED
TO IN (OR OTHERWISE SET IN ACCORDANCE WITH)
SECTION 6(B) OF THE SCHEME, THIS ARTICLE
132 SHALL CEASE TO BE OF ANY EFFECT. 132.8
NOTWITHSTANDING ANY OTHER PROVISION OF
THESE ARTICLES, BOTH THE COMPANY AND THE
BOARD SHALL REFUSE TO REGISTER THE TRANSFER
OF ANY SCHEME SHARES EFFECTED BETWEEN THE
SCHEME RECORD TIME AND THE EFFECTIVE DATE
OTHER THAN TO THE PURCHASER PURSUANT TO THE
SCHEME
--------------------------------------------------------------------------------------------------------------------------
SLACK TECHNOLOGIES, INC. Agenda Number: 935332623
--------------------------------------------------------------------------------------------------------------------------
Security: 83088V102
Meeting Type: Special
Meeting Date: 02-Mar-2021
Ticker: WORK
ISIN: US83088V1026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal to adopt the Agreement and Plan Mgmt For For
of Merger, dated as of December 1, 2020 (as
it may be amended from time to time, the
"merger agreement"), among salesforce.com,
inc., Skyline Strategies I Inc., Skyline
Strategies II LLC and Slack Technologies,
Inc. ("Slack") and approve the transactions
contemplated thereby.
2. A proposal to approve, by a non-binding Mgmt For For
advisory vote, certain compensation that
may be paid or become payable to Slack's
named executive officers that is based on
or otherwise relates to the mergers
contemplated by the merger agreement.
--------------------------------------------------------------------------------------------------------------------------
SMTC CORPORATION Agenda Number: 935338651
--------------------------------------------------------------------------------------------------------------------------
Security: 832682207
Meeting Type: Special
Meeting Date: 31-Mar-2021
Ticker: SMTX
ISIN: US8326822074
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Merger Agreement. Mgmt For For
2. To approve the adjournment of the Special Mgmt For For
Meeting to a later date or dates if
necessary to solicit additional proxies if
there are insufficient votes to adopt the
Merger Agreement at the time of the Special
Meeting.
3. To approve, on a non-binding, advisory Mgmt For For
basis, certain compensation that will or
may become payable to our named executive
officers in connection with the Merger.
--------------------------------------------------------------------------------------------------------------------------
STANDARD AVB FINANCIAL CORP. Agenda Number: 935316439
--------------------------------------------------------------------------------------------------------------------------
Security: 85303B100
Meeting Type: Special
Meeting Date: 19-Jan-2021
Ticker: STND
ISIN: US85303B1008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Consider and vote upon a proposal to Mgmt For For
approve the Agreement and Plan of Merger,
dated as of September 24, 2020, by and
among Dollar Mutual Bancorp, Standard AVB
Financial Corp. and Dollar Acquisition Sub,
Inc.
2. Consider and vote upon a non-binding, Mgmt For For
advisory proposal to approve the
compensation to be paid to the named
executive officers of Standard AVB
Financial Corp. if the merger contemplated
by the merger agreement is consummated.
3. Consider and vote upon a proposal to Mgmt For For
adjourn the special meeting to a later date
or dates, if necessary, to permit further
solicitation of proxies if there are not
sufficient votes at the time of the special
meeting to approve the merger agreement.
--------------------------------------------------------------------------------------------------------------------------
TALEND S.A. Agenda Number: 935441458
--------------------------------------------------------------------------------------------------------------------------
Security: 874224207
Meeting Type: Annual
Meeting Date: 29-Jun-2021
Ticker: TLND
ISIN: US8742242071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 To ratify the provisional appointment of Mgmt For For
Ms. Elissa Fink as Director.
O2 To ratify the provisional appointment of Mgmt For For
Mr. Ryan Kearny as Director.
O3 To renew the term of office of Mr. Ryan Mgmt For For
Kearny as Director.
O4 To renew the term of office of Mr. Patrick Mgmt For For
Jones as Director.
O5 To renew the term of office of Ms. Christal Mgmt For For
Bemont as Director.
O6 To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
O7 To approve the statutory financial Mgmt For For
statements for the year ended December 31,
2020.
O8 To allocate earnings for the year ended Mgmt For For
December 31, 2020.
O9 To approve the consolidated financial Mgmt For For
statements for the year ended December 31,
2020 prepared in accordance with IFRS.
O10 To approve an indemnification agreement Mgmt For For
entered into with Ms. Elissa Fink
(agreement referred to in Articles L.
225-38 et seq. of the French Commercial
Code).
O11 To approve an indemnification agreement Mgmt For For
entered into with Mr. Ryan Kearny
(agreement referred to in Articles L.
225-38 et seq. of the French Commercial
Code).
O12 To approve a consulting agreement entered Mgmt For For
into with Mr. Michael Tuchen (agreement
referred to in Articles L. 225-38 et seq.
of the French Commercial Code).
O13 To approve a separation agreement and Mgmt For For
release entered into with Mr. Laurent Bride
(agreement referred to in Articles L.225-38
et seq. of the French Commercial Code).
O14 To ratify the selection of KPMG LLP as the Mgmt For For
independent registered public accountant
for the Company for the fiscal year ending
December 31, 2021 with respect to the
Company's financial statements prepared in
accordance with generally accepted
accounting principles in the United States
for SEC reporting purposes.
E15 To delegate authority to the board of Mgmt Against Against
directors to grant existing and/or newly
issued free shares of the Company to all or
certain employees and/or all or certain
corporate officers of the Company or
companies in the group, in accordance with
the provisions of Articles L. 225-197-1 et
seq. of the French Commercial Code.
E16 To delegate authority to the board of Mgmt For For
directors to issue share warrants (bons de
souscription d'actions), without
shareholders' preferential subscription
right, for the benefit of a category of
persons meeting certain characteristics.
E17 To delegate authority to the board of Mgmt Against Against
directors to grant options to subscribe for
new ordinary shares or options to purchase
ordinary shares of the Company, pursuant to
the provisions of Articles L. 225-177 et
seq. of the French Commercial Code to all
or certain employees and/or all or certain
corporate officers of the Company or
companies in the group, in accordance with
the provisions of Articles L. 225-180 et
seq. of the French Commercial Code.
E18 To limit the amount of issues under Mgmt For For
Proposal Nos. 15, 16 and 17.
E19 To delegate authority to the board of Mgmt For For
directors to increase the share capital by
way of the issue of shares of the Company
to participants in a company savings plan
(plan d'epargned'entreprise) established in
accordance with Articles L. 3332-1et seq.
of the French Labor Code.
--------------------------------------------------------------------------------------------------------------------------
TAUBMAN CENTERS, INC. Agenda Number: 935318685
--------------------------------------------------------------------------------------------------------------------------
Security: 876664103
Meeting Type: Special
Meeting Date: 28-Dec-2020
Ticker: TCO
ISIN: US8766641034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt and approve the Amended and Mgmt For For
Restated Agreement and Plan of Merger,
dated as of November 14, 2020.
2. To approve, on a non-binding, advisory Mgmt For For
basis, compensation that may become payable
to Taubman's named executive officers in
connection with the REIT Merger and the
other Transactions, as more particularly
described in the Proxy Statement.
3. To approve an adjournment of the special Mgmt For For
meeting, even if a quorum is present, if
necessary or appropriate, to solicit
additional proxies if there are
insufficient votes at the time of the
special meeting to approve Proposal 1.
--------------------------------------------------------------------------------------------------------------------------
THOMA BRAVO ADVANTAGE Agenda Number: 935448642
--------------------------------------------------------------------------------------------------------------------------
Security: G88272102
Meeting Type: Special
Meeting Date: 22-Jun-2021
Ticker: TBA
ISIN: KYG882721023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Business Combination Proposal - to Mgmt For For
approve and adopt the Agreement and Plan of
Merger, dated as of March 20, 2021, by and
among Thoma Bravo Advantage ("TBA"),
ironSource Ltd. ("ironSource"), Showtime
Cayman ("Merger Sub") and Showtime Cayman
II ("Merger Sub II"), and the transactions
contemplated therein, including the
Business Combination whereby Merger Sub
will merge with and into TBA, with TBA
surviving the merger as a wholly owned
subsidiary of ironSource, and immediately
thereafter and as part of the same overall
transaction.
2. The Merger Proposal - to authorize the Plan Mgmt For For
of Merger, pursuant to which Merger Sub
will merge with and into TBA, with TBA
surviving the merger as a wholly owned
subsidiary of ironSource.
3. The Adjournment Proposal - to approve the Mgmt For For
adjournment of the extraordinary general
meeting to a later date or dates, if
necessary, if the parties are not able to
consummate the Business Combination.
--------------------------------------------------------------------------------------------------------------------------
THUNDER BRIDGE ACQUISITION II, LTD Agenda Number: 935316958
--------------------------------------------------------------------------------------------------------------------------
Security: G8857S116
Meeting Type: Annual
Meeting Date: 30-Dec-2020
Ticker: THBR
ISIN: KYG8857S1167
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. RESOLVED, as an ordinary resolution, that Mgmt For For
the selection by the audit committee of
Grant Thornton LLP to serve as our
independent registered public accounting
firm for the year ending December 31, 2020
be approved, adopted, confirmed and
ratified in all respects.
--------------------------------------------------------------------------------------------------------------------------
TIFFANY & CO. Agenda Number: 935313053
--------------------------------------------------------------------------------------------------------------------------
Security: 886547108
Meeting Type: Special
Meeting Date: 30-Dec-2020
Ticker: TIF
ISIN: US8865471085
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Amended and Restated Agreement Mgmt For For
and Plan of Merger, dated as of October 28,
2020, (the "merger agreement"), by and
among the Tiffany & Co. (the "Company"),
LVMH Moet Hennessy- Louis Vuitton SE, a
societas Europaea (European company)
organized under the laws of France
("Parent"), Breakfast Holdings Acquisition
Corp., a Delaware corporation and an
indirect wholly owned subsidiary of Parent
("Holding"), and Breakfast Acquisition
Corp., a Delaware corporation and a direct
wholly owned subsidiary of Holding ("Merger
Sub").
2. The compensation proposal - To approve, by Mgmt Against Against
non-binding, advisory vote, certain
compensation arrangements for the Company's
named executive officers in connection with
the merger.
3. N/A Mgmt For
--------------------------------------------------------------------------------------------------------------------------
TRIBUNE PUBLISHING COMPANY Agenda Number: 935418310
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Security: 89609W107
Meeting Type: Special
Meeting Date: 21-May-2021
Ticker: TPCO
ISIN: US89609W1071
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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 February 16, 2021, as it may be
amended from time to time (the "Merger
Agreement"), by and among Tribune
Publishing Company (the "Company"), Tribune
Enterprises, LLC ("Parent") and Tribune
Merger Sub, Inc., a Delaware corporation
and wholly owned subsidiary of Parent
("Merger Sub") (the "Merger Proposal").
2. To approve, by non-binding, advisory vote, Mgmt For For
certain compensation arrangements for the
Company's named executive officers in
connection with the merger of Merger Sub
with and into the Company, with the Company
continuing as the surviving corporation and
a wholly owned subsidiary of Parent,
pursuant to the Merger Agreement.
3. To approve the adjournment of the Special Mgmt For For
Meeting from time to time, if necessary, to
continue to solicit votes for the Merger
Proposal.
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TUSCAN HOLDINGS CORP II Agenda Number: 935362551
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Security: 90070A103
Meeting Type: Annual
Meeting Date: 14-Apr-2021
Ticker: THCA
ISIN: US90070A1034
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment Proposal: Amend the Mgmt For For
Company's amended and restated certificate
of incorporation to extend the date that
the Company has to consummate a business
combination to September 30, 2021.
2. Early Termination Proposal: Approve the Mgmt For For
Company's early winding up and redemption
of 100% of the outstanding public shares if
determined by the Company's board of
directors.
3. DIRECTOR
Sila Calderon Mgmt For For
Michael Auerbach Mgmt For For
4. Adjournment Proposal: Approve the Mgmt For For
adjournment of the annual meeting to a
later date or dates, if the Company
determines that additional time is
necessary to effectuate the Extension.
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VIRTUSA CORPORATION Agenda Number: 935287866
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Security: 92827P102
Meeting Type: Special
Meeting Date: 20-Nov-2020
Ticker: VRTU
ISIN: US92827P1021
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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 September 9, 2020 (as it may be
amended, supplemented or otherwise modified
from time to time, the "merger agreement"),
by and among Austin HoldCo Inc., a Delaware
corporation ("Parent"), Austin BidCo Inc.,
a Delaware corporation and wholly owned
subsidiary of Parent ("Sub"), and Virtusa
Corporation, a Delaware corporation
("Virtusa" or the "Company"), pursuant to
which Sub will be merged with and into the
Company (the "merger").
2. To approve an advisory, non-binding Mgmt Against Against
proposal to approve the compensation that
may be paid or may become payable to the
Company's named executive officers in
connection with the consummation of the
merger.
3. To approve a proposal to adjourn or Mgmt For For
postpone the special meeting to a later
date or time, if necessary or appropriate
as determined by the Company, 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 merger
proposal.
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WADDELL & REED FINANCIAL, INC. Agenda Number: 935337988
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Security: 930059100
Meeting Type: Special
Meeting Date: 23-Mar-2021
Ticker: WDR
ISIN: US9300591008
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. A proposal to adopt the Agreement and Plan Mgmt For For
of Merger (as amended or supplemented from
time to time, the "merger agreement"), by
and among Waddell & Reed Financial, Inc.
(the "Company"), Macquarie Management
Holdings, Inc. ("Macquarie"), Merry Merger
Sub, Inc., and (solely for limited
purposes) Macquarie Financial Holdings Pty
Ltd, pursuant to which, among other things,
Merger Sub will be merged with and into the
Company (the "merger"), with the Company
surviving the merger as a wholly-owned
subsidiary of Macquarie.
2. A proposal to approve, by a non-binding Mgmt For For
advisory vote, the compensation that may be
paid or become payable to the Company's
principal executive officer, principal
financial officer and three most highly
compensated executive officers other than
the principal executive officer and
principal financial officer that is based
on or otherwise relates to the merger and
the other transactions contemplated by the
merger agreement.
3. A proposal to adjourn the special meeting Mgmt For For
to a later date or time, if necessary or
appropriate, to solicit additional proxies
in favor of the proposal to adopt the
merger agreement if there are insufficient
votes at the time of the special meeting to
approve the proposal to adopt the merger
agreement.
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WILLIS TOWERS WATSON PLC Agenda Number: 935249234
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Security: G96629103
Meeting Type: Special
Meeting Date: 26-Aug-2020
Ticker: WLTW
ISIN: IE00BDB6Q211
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Ordinary Resolution to approve the scheme, Mgmt For For
as described in the joint proxy statement,
in its original form or with or subject to
any modification(s), addition(s) or
condition(s) approved or imposed by the
High Court of Ireland, and to authorize the
directors of WTW to take all such actions
as they consider necessary or appropriate
for carrying the scheme into effect.
2. Special Resolution to amend the Mgmt For For
constitution of WTW, referred to as the
"WTW Constitution," so that any WTW Shares
that are issued on or after the WTW Voting
Record Time will either be subject to the
terms of the scheme or will be immediately
and automatically acquired by Aon for the
scheme consideration.
3. Ordinary Resolution to approve, on a Mgmt For For
non-binding, advisory basis, specified
compensatory arrangements between WTW and
its named executive officers relating to
the transaction.
4. Ordinary Resolution to approve any motion Mgmt For For
by the chairman of the WTW EGM to adjourn
the WTW EGM, or any adjournments thereof,
to solicit additional proxies in favour of
the approval of the resolutions if there
are insufficient votes at the time of the
WTW EGM to approve resolutions 1 and 2.
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WILLIS TOWERS WATSON PLC Agenda Number: 935249246
--------------------------------------------------------------------------------------------------------------------------
Security: G96629111
Meeting Type: Special
Meeting Date: 26-Aug-2020
Ticker:
ISIN: IE00B4XGY116
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the scheme, as described in the Mgmt For For
joint proxy statement, in its original form
or with or subject to any modification(s),
addition(s) or condition(s) approved or
imposed by the High Court of Ireland.
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ZAGG INC Agenda Number: 935329828
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Security: 98884U108
Meeting Type: Special
Meeting Date: 18-Feb-2021
Ticker: ZAGG
ISIN: US98884U1088
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adoption of the Agreement and Plan of Mgmt For For
Merger, dated December 10, 2020 (as it may
be amended from time to time, the "Merger
Agreement"), by and among ZAGG Inc, a
Delaware corporation, Zephyr Parent, Inc.,
a Delaware corporation, and Zephyr Merger
Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of Zephyr Parent,
Inc..
2. Adjournment of the special meeting to a Mgmt For For
later date or dates, 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 received to
approve Proposal 1.
3. Approval of, on a non-binding, advisory Mgmt For For
basis, certain compensation that will or
may become payable to the Company's named
executive officers in connection with the
transactions contemplated by the Merger
Agreement.
* 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) Highland Funds I
By (Signature) /s/ Stephanie Vitiello
Name Stephanie Vitiello
Title Secretary
Date 08/16/2021