ThZeal - The Zeal

N-PX 1 gdgf-html2889_npx.htm GABELLI DIVIDEND GROWTH FUND_N-PX

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-09377

The Gabelli Dividend Growth Fund

(Exact name of registrant as specified in charter)

One Corporate Center

Rye, New York 10580-1422

(Address of principal executive offices) (Zip code)

Bruce N. Alpert

Gabelli Funds, LLC

One Corporate Center

Rye, New York 10580-1422

(Name and address of agent for service)

Registrant’s telephone number, including area code: 1-800-422-3554

Date of fiscal year end: December 31

Date of reporting period: July 1, 2019 – June 30, 2020

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

PROXY VOTING RECORD

FOR PERIOD JULY 1, 2019 TO JUNE 30, 2020

ProxyEdge
Meeting Date Range: 07/01/2019 - 06/30/2020
The Gabelli Dividend Growth Fund

Report Date: 07/01/2020

Investment Company Report

LEGG MASON, INC.

Security

524901105

Meeting Type

Annual

Ticker Symbol

Meeting Date

30-Jul-2019

ISIN

US5249011058

Agenda

935053950 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

DIRECTOR

Management

Robert E. Angelica

For

Carol Anthony Davidson

For

Edward P. Garden

For

Michelle J. Goldberg

For

Stephen C. Hooley

For

John V. Murphy

For

Nelson Peltz

For

Alison A. Quirk

For

Joseph A. Sullivan

For

An advisory vote to approve the compensation of Legg
Mason's named executive officers.

Management

For

Ratification of the appointment of
PricewaterhouseCoopers LLP as Legg Mason's
independent registered public accounting firm for the
fiscal year ending March 31, 2020.

Management

For

Consideration of a shareholder proposal to remove
supermajority voting provisions from our charter and
bylaws.

Shareholder

For

PATTERSON COMPANIES, INC.

Security

703395103

Meeting Type

Annual

Ticker Symbol

PDCO

Meeting Date

16-Sep-2019

ISIN

US7033951036

Agenda

935065462 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: John D. Buck

Management

For

1b.

Election of Director: Alex N. Blanco

Management

For

1c.

Election of Director: Jody H. Feragen

Management

For

1d.

Election of Director: Robert C. Frenzel

Management

For

1e.

Election of Director: Francis J. Malecha

Management

For

1f.

Election of Director: Ellen A. Rudnick

Management

For

1g.

Election of Director: Neil A. Schrimsher

Management

For

1h.

Election of Director: Mark S. Walchirk

Management

For

Approval of amendment to Amended and Restated
Employee Stock Purchase Plan.

Management

For

Advisory approval of executive compensation.

Management

For

To ratify the selection of Ernst & Young LLP as our
independent registered public accounting firm for the
fiscal year ending April 25, 2020.

Management

For

TAKE-TWO INTERACTIVE SOFTWARE, INC.

Security

874054109

Meeting Type

Annual

Ticker Symbol

TTWO

Meeting Date

18-Sep-2019

ISIN

US8740541094

Agenda

935065842 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Strauss Zelnick

Management

For

1B.

Election of Director: Michael Dornemann

Management

For

1C.

Election of Director: J Moses

Management

For

1D.

Election of Director: Michael Sheresky

Management

For

1E.

Election of Director: LaVerne Srinivasan

Management

For

1F.

Election of Director: Susan Tolson

Management

For

1G.

Election of Director: Paul Viera

Management

For

1H.

Election of Director: Roland Hernandez

Management

For

Approval, on a non-binding advisory basis, of the
compensation of the Company's "named executive
officers" as disclosed in the Proxy Statement.

Management

For

Ratification of the appointment of Ernst & Young LLP as
our Independent registered public accounting firm for the
fiscal year ending March 31, 2020.

Management

For

CONAGRA BRANDS, INC.

Security

205887102

Meeting Type

Annual

Ticker Symbol

CAG

Meeting Date

19-Sep-2019

ISIN

US2058871029

Agenda

935067694 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Anil Arora

Management

For

1B.

Election of Director: Thomas K. Brown

Management

For

1C.

Election of Director: Stephen G. Butler

Management

For

1D.

Election of Director: Sean M. Connolly

Management

For

1E.

Election of Director: Joie A. Gregor

Management

For

1F.

Election of Director: Rajive Johri

Management

For

1G.

Election of Director: Richard H. Lenny

Management

For

1H.

Election of Director: Melissa Lora

Management

For

1I.

Election of Director: Ruth Ann Marshall

Management

For

1J.

Election of Director: Craig P. Omtvedt

Management

For

1K.

Election of Director: Scott Ostfeld

Management

For

Ratification of the appointment of KPMG LLP as our
independent auditor for fiscal 2020.

Management

For

Advisory approval of our named executive officer
compensation.

Management

For

DIAGEO PLC

Security

25243Q205

Meeting Type

Annual

Ticker Symbol

DEO

Meeting Date

19-Sep-2019

ISIN

US25243Q2057

Agenda

935071364 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

Report and accounts 2019.

Management

For

Directors' remuneration report 2019.

Management

For

Declaration of final dividend.

Management

For

Election of D Crew as a director. (Audit, Nomination and
Remuneration.)

Management

For

Re-election of Lord Davies as a director. (Audit,
Nomination and Remuneration)

Management

For

Re-election of J Ferrán as a director. (Chairman of
Nomination Committee)

Management

For

Re-election of S Kilsby as a director. (Audit, Nomination
and chairman of Remuneration committee)

Management

For

Re-election of H KwonPing as a director. (Audit,
Nomination and Remuneration)

Management

For

Re-election of N Mendelsohn as a director. (Audit,
Nomination and Remuneration)

Management

For

10.

Re-election of I Menezes as a director. (chairman of
Executive committee)

Management

For

11.

Re-election of K Mikells as a director. (Executive)

Management

For

12.

Re-election of A Stewart as a director. (chairman of Audit
committee, Nomination and Remuneration)

Management

For

13.

Re-appointment of auditor.

Management

For

14.

Remuneration of auditor.

Management

For

15.

Authority to make political donations and/or to incur
political expenditure.

Management

For

16.

Authority to allot shares.

Management

For

17.

Approval of the Irish Sharesave scheme.

Management

For

18.

Disapplication of pre-emption rights. (Special resolution)

Management

For

19.

Authority to purchase own shares. (Special resolution)

Management

For

20.

Reduced notice of a general meeting other than an AGM.
(Special resolution)

Management

For

21.

Adoption and approval of new articles of association.
(Special resolution)

Management

For

THE HAIN CELESTIAL GROUP, INC.

Security

405217100

Meeting Type

Annual

Ticker Symbol

HAIN

Meeting Date

19-Nov-2019

ISIN

US4052171000

Agenda

935092394 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Richard A. Beck

Management

For

1B.

Election of Director: Celeste A. Clark

Management

For

1C.

Election of Director: Dean Hollis

Management

For

1D.

Election of Director: Shervin J. Korangy

Management

For

1E.

Election of Director: Roger Meltzer

Management

For

1F.

Election of Director: Mark L. Schiller

Management

For

1G.

Election of Director: Michael B. Sims

Management

For

1H.

Election of Director: Glenn W. Welling

Management

For

1I.

Election of Director: Dawn M. Zier

Management

For

To approve, on an advisory basis, named executive
officer compensation.

Management

For

To ratify the appointment of Ernst & Young LLP to act as
registered independent accountants of the Company for
the fiscal year ending June 30, 2020.

Management

For

CBS CORPORATION

Security

124857103

Meeting Type

Consent

Ticker Symbol

CBSA

Meeting Date

26-Nov-2019

ISIN

US1248571036

Agenda

935096568 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

The adoption of the Agreement and Plan of Merger,
dated as of August 13, 2019, by and between CBS and
Viacom Inc., a Delaware corporation ("Viacom"), as the
same may be amended or supplemented from time to
time, and the approval of the merger of Viacom with and
into CBS pursuant to such agreement.

Management

No Action

The approval of the issuance of common stock of
ViacomCBS Inc. (the name of the surviving corporation in
the merger) to the eligible Viacom stockholders.

Management

No Action

The adoption of amendments to the certificate of
incorporation of CBS.

Management

No Action

The adoption of amendments to the bylaws of CBS.

Management

No Action

The adoption of the following resolution, on a non-
binding, advisory basis: "RESOLVED, that the
stockholders of CBS approve, on an advisory (non-
binding) basis, certain compensation that will or may be
payable to certain of the CBS named executive officers in
connection with the merger, as disclosed pursuant to
Item 402(t) of Regulation S-K in the CBS 402(t) table and
the related narrative disclosures."

Management

No Action

MICROSOFT CORPORATION

Security

594918104

Meeting Type

Annual

Ticker Symbol

MSFT

Meeting Date

04-Dec-2019

ISIN

US5949181045

Agenda

935092849 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: William H. Gates III

Management

For

1B.

Election of Director: Reid G. Hoffman

Management

For

1C.

Election of Director: Hugh F. Johnston

Management

For

1D.

Election of Director: Teri L. List-Stoll

Management

For

1E.

Election of Director: Satya Nadella

Management

For

1F.

Election of Director: Sandra E. Peterson

Management

For

1G.

Election of Director: Penny S. Pritzker

Management

For

1H.

Election of Director: Charles W. Scharf

Management

For

1I.

Election of Director: Arne M. Sorenson

Management

For

1J.

Election of Director: John W. Stanton

Management

For

1K.

Election of Director: John W. Thompson

Management

For

1L.

Election of Director: Emma Walmsley

Management

For

1M.

Election of Director: Padmasree Warrior

Management

For

Advisory vote to approve named executive officer
compensation

Management

For

Ratification of Deloitte & Touche LLP as our independent
auditor for fiscal year 2020

Management

For

Shareholder Proposal - Report on Employee
Representation on Board of Directors

Shareholder

Against

For

Shareholder Proposal - Report on Gender Pay Gap

Shareholder

Abstain

Against

MEDTRONIC PLC

Security

G5960L103

Meeting Type

Annual

Ticker Symbol

MDT

Meeting Date

06-Dec-2019

ISIN

IE00BTN1Y115

Agenda

935094336 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Richard H. Anderson

Management

For

1B.

Election of Director: Craig Arnold

Management

For

1C.

Election of Director: Scott C. Donnelly

Management

For

1D.

Election of Director: Andrea J. Goldsmith, Ph.D.

Management

For

1E.

Election of Director: Randall J. Hogan, III

Management

For

1F.

Election of Director: Omar Ishrak

Management

For

1G.

Election of Director: Michael O. Leavitt

Management

For

1H.

Election of Director: James T. Lenehan

Management

For

1I.

Election of Director: Geoffrey S. Martha

Management

For

1J.

Election of Director: Elizabeth G. Nabel, M.D.

Management

For

1K.

Election of Director: Denise M. O'Leary

Management

For

1L.

Election of Director: Kendall J. Powell

Management

For

To ratify, in a non-binding vote, the appointment of
PricewaterhouseCoopers LLP as Medtronic's
independent auditor for fiscal year 2020 and to authorize,
in a binding vote, the Board of Directors, acting through
the Audit Committee, to set the auditor's remuneration.

Management

For

To approve, in a non-binding advisory vote, named
executive officer compensation (a "Say-on-Pay" vote).

Management

For

To renew the Board's authority to issue shares.

Management

For

To renew the Board's authority to opt out of pre-emption
rights.

Management

Against

Authorizing the Company and any subsidiary of the
Company to make overseas market purchases of
Medtronic ordinary shares.

Management

For

PALO ALTO NETWORKS, INC.

Security

697435105

Meeting Type

Annual

Ticker Symbol

PANW

Meeting Date

09-Dec-2019

ISIN

US6974351057

Agenda

935094350 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Class II Director: Asheem Chandna

Management

For

1B.

Election of Class II Director: James J. Goetz

Management

For

1C.

Election of Class II Director: Mark D. McLaughlin

Management

For

To ratify the appointment of Ernst & Young LLP as our
independent registered public accounting firm for our
fiscal year ending July 31, 2020.

Management

For

To approve, on an advisory basis, the compensation of
our named executive officers.

Management

For

ACUITY BRANDS, INC.

Security

00508Y102

Meeting Type

Annual

Ticker Symbol

AYI

Meeting Date

08-Jan-2020

ISIN

US00508Y1029

Agenda

935106078 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: W. Patrick Battle

Management

For

1B.

Election of Director: Peter C. Browning

Management

For

1C.

Election of Director: G. Douglas Dillard, Jr.

Management

For

1D.

Election of Director: James H. Hance, Jr.

Management

For

1E.

Election of Director: Robert F. McCullough

Management

For

1F.

Election of Director: Vernon J. Nagel

Management

For

1G.

Election of Director: Dominic J. Pileggi

Management

For

1H.

Election of Director: Ray M. Robinson

Management

For

1I.

Election of Director: Mary A. Winston

Management

For

Ratification of the appointment of Ernst & Young LLP as
the independent registered public accounting firm.

Management

For

Advisory vote to approve named executive officer
compensation.

Management

For

VISA INC.

Security

92826C839

Meeting Type

Annual

Ticker Symbol

Meeting Date

28-Jan-2020

ISIN

US92826C8394

Agenda

935113807 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Lloyd A. Carney

Management

For

1B.

Election of Director: Mary B. Cranston

Management

For

1C.

Election of Director: Francisco Javier Fernández-Carbajal

Management

For

1D.

Election of Director: Alfred F. Kelly, Jr.

Management

For

1E.

Election of Director: Ramon L. Laguarta

Management

For

1F.

Election of Director: John F. Lundgren

Management

For

1G.

Election of Director: Robert W. Matschullat

Management

For

1H.

Election of Director: Denise M. Morrison

Management

For

1I.

Election of Director: Suzanne Nora Johnson

Management

For

1J.

Election of Director: John A. C. Swainson

Management

For

1K.

Election of Director: Maynard G. Webb, Jr.

Management

For

Advisory vote to approve executive compensation.

Management

For

Ratification of the appointment of KPMG LLP as our
independent registered public accounting firm for the
2020 fiscal year.

Management

For

APPLE INC.

Security

037833100

Meeting Type

Annual

Ticker Symbol

AAPL

Meeting Date

26-Feb-2020

ISIN

US0378331005

Agenda

935121563 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: James Bell

Management

For

1B.

Election of Director: Tim Cook

Management

For

1C.

Election of Director: Al Gore

Management

For

1D.

Election of Director: Andrea Jung

Management

For

1E.

Election of Director: Art Levinson

Management

For

1F.

Election of Director: Ron Sugar

Management

For

1G.

Election of Director: Sue Wagner

Management

For

Ratification of the appointment of Ernst & Young LLP as
Apple's independent registered public accounting firm for
2020

Management

For

Advisory vote to approve executive compensation

Management

For

A shareholder proposal entitled "Shareholder Proxy
Access Amendments"

Shareholder

Against

For

A shareholder proposal relating to sustainability and
executive compensation

Shareholder

Against

For

A shareholder proposal relating to policies on freedom of
expression

Shareholder

Abstain

Against

NATIONAL FUEL GAS COMPANY

Security

636180101

Meeting Type

Annual

Ticker Symbol

NFG

Meeting Date

11-Mar-2020

ISIN

US6361801011

Agenda

935126107 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

DIRECTOR

Management

David H. Anderson

For

David P. Bauer

For

Barbara M. Baumann

For

Jeffrey W. Shaw

Withheld

Against

Thomas E. Skains

Withheld

Against

Ronald J. Tanski

Withheld

Against

Advisory approval of named executive officer
compensation.

Management

For

Ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm for fiscal
2020.

Management

For

Stockholder Proposal Requesting Declassification of the
Board of Directors.

Shareholder

For

Against

STARBUCKS CORPORATION

Security

855244109

Meeting Type

Annual

Ticker Symbol

SBUX

Meeting Date

18-Mar-2020

ISIN

US8552441094

Agenda

935125066 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Richard E. Allison, Jr.

Management

For

1B.

Election of Director: Rosalind G. Brewer

Management

For

1C.

Election of Director: Andrew Campion

Management

For

1D.

Election of Director: Mary N. Dillon

Management

For

1E.

Election of Director: Isabel Ge Mahe

Management

For

1F.

Election of Director: Mellody Hobson

Management

For

1G.

Election of Director: Kevin R. Johnson

Management

For

1H.

Election of Director: Jørgen Vig Knudstorp

Management

For

1I.

Election of Director: Satya Nadella

Management

For

1J.

Election of Director: Joshua Cooper Ramo

Management

For

1K.

Election of Director: Clara Shih

Management

For

1L.

Election of Director: Javier G. Teruel

Management

For

1M.

Election of Director: Myron E. Ullman, III

Management

For

Advisory resolution to approve our executive officer
compensation

Management

For

Ratification of selection of Deloitte & Touche LLP as our
independent registered public accounting firm for fiscal
2020

Management

For

EEO Policy Risk Report

Shareholder

Against

For

HEWLETT PACKARD ENTERPRISE COMPANY

Security

42824C109

Meeting Type

Annual

Ticker Symbol

HPE

Meeting Date

01-Apr-2020

ISIN

US42824C1099

Agenda

935130461 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Daniel Ammann

Management

For

1B.

Election of Director: Pamela L. Carter

Management

For

1C.

Election of Director: Jean M. Hobby

Management

For

1D.

Election of Director: George R. Kurtz

Management

For

1E.

Election of Director: Raymond J. Lane

Management

For

1F.

Election of Director: Ann M. Livermore

Management

For

1G.

Election of Director: Antonio F. Neri

Management

For

1H.

Election of Director: Charles H. Noski

Management

For

1I.

Election of Director: Raymond E. Ozzie

Management

For

1J.

Election of Director: Gary M. Reiner

Management

For

1K.

Election of Director: Patricia F. Russo

Management

For

1L.

Election of Director: Lip-Bu Tan

Management

For

1M.

Election of Director: Mary Agnes Wilderotter

Management

For

Ratification of the appointment of the independent
registered public accounting firm for the fiscal year
ending October 31, 2020.

Management

For

Advisory vote to approve executive compensation.

Management

For

Stockholder proposal entitled: "Shareholder Approval of
Bylaw Amendments".

Shareholder

Against

For

SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)

Security

806857108

Meeting Type

Annual

Ticker Symbol

SLB

Meeting Date

01-Apr-2020

ISIN

AN8068571086

Agenda

935131021 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Patrick de La Chevardière

Management

For

1B.

Election of Director: Miguel M. Galuccio

Management

For

1C.

Election of Director: Olivier Le Peuch

Management

For

1D.

Election of Director: Tatiana A. Mitrova

Management

For

1E.

Election of Director: Lubna S. Olayan

Management

For

1F.

Election of Director: Mark G. Papa

Management

For

1G.

Election of Director: Leo Rafael Reif

Management

For

1H.

Election of Director: Henri Seydoux

Management

For

1I.

Election of Director: Jeff W. Sheets

Management

For

Approval of the advisory resolution to approve our
executive compensation.

Management

For

Approval of our consolidated balance sheet as of
December 31, 2019; our consolidated statement of
income for the year ended December 31, 2019; and our
Board of Directors' declarations of dividends in 2019, as
reflected in our 2019 Annual Report to Stockholders.

Management

For

Ratification of the appointment of
PricewaterhouseCoopers LLP as our independent
auditors for 2020.

Management

For

DOW INC.

Security

260557103

Meeting Type

Annual

Ticker Symbol

DOW

Meeting Date

09-Apr-2020

ISIN

US2605571031

Agenda

935132441 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Samuel R. Allen

Management

For

1B.

Election of Director: Ajay Banga

Management

For

1C.

Election of Director: Jacqueline K. Barton

Management

For

1D.

Election of Director: James A. Bell

Management

For

1E.

Election of Director: Wesley G. Bush

Management

For

1F.

Election of Director: Richard K. Davis

Management

For

1G.

Election of Director: Jeff M. Fettig

Management

For

1H.

Election of Director: Jim Fitterling

Management

For

1I.

Election of Director: Jacqueline C. Hinman

Management

For

1J.

Election of Director: Jill S. Wyant

Management

For

1K.

Election of Director: Daniel W. Yohannes

Management

For

Advisory Resolution to Approve Executive Compensation

Management

For

Advisory Resolution on the Frequency of Future Advisory
Votes to Approve Executive Compensation

Management

1 Year

For

Ratification of the Appointment of the Independent
Registered Public Accounting Firm

Management

For

NEWMONT CORPORATION

Security

651639106

Meeting Type

Annual

Ticker Symbol

NEM

Meeting Date

21-Apr-2020

ISIN

US6516391066

Agenda

935139522 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Gregory Boyce

Management

For

1B.

Election of Director: Bruce Brook

Management

For

1C.

Election of Director: J. Kofi Bucknor

Management

For

1D.

Election of Director: Maura Clark

Management

For

1E.

Election of Director: Matthew Coon Come

Management

For

1F.

Election of Director: Noreen Doyle

Management

For

1G.

Election of Director: Veronica Hagen

Management

For

1H.

Election of Director: René Médori

Management

For

1I.

Election of Director: Jane Nelson

Management

For

1J.

Election of Director: Thomas Palmer

Management

For

1K.

Election of Director: Julio Quintana

Management

For

Approve, on an Advisory Basis, Named Executive Officer
Compensation.

Management

For

Approve the 2020 Stock Incentive Plan.

Management

For

Ratify Appointment of Independent Registered Public
Accounting Firm for 2020.

Management

For

CITIGROUP INC.

Security

172967424

Meeting Type

Annual

Ticker Symbol

Meeting Date

21-Apr-2020

ISIN

US1729674242

Agenda

935139849 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Michael L. Corbat

Management

For

1B.

Election of Director: Ellen M. Costello

Management

For

1C.

Election of Director: Grace E. Dailey

Management

For

1D.

Election of Director: Barbara J. Desoer

Management

For

1E.

Election of Director: John C. Dugan

Management

For

1F.

Election of Director: Duncan P. Hennes

Management

For

1G.

Election of Director: Peter B. Henry

Management

For

1H.

Election of Director: S. Leslie Ireland

Management

For

1I.

Election of Director: Lew W. (Jay) Jacobs, IV

Management

For

1J.

Election of Director: Renée J. James

Management

For

1K.

Election of Director: Gary M. Reiner

Management

For

1L.

Election of Director: Diana L. Taylor

Management

For

1M.

Election of Director: James S. Turley

Management

For

1N.

Election of Director: Deborah C. Wright

Management

For

1O.

Election of Director: Alexander R. Wynaendts

Management

For

1P.

Election of Director: Ernesto Zedillo Ponce de Leon

Management

For

Proposal to ratify the selection of KPMG LLP as Citi's
independent registered public accounting firm for 2020.

Management

For

Advisory vote to approve Citi's 2019 Executive
Compensation.

Management

For

Approval of Additional Authorized Shares Under the
Citigroup 2019 Stock Incentive Plan.

Management

For

Stockholder proposal requesting an amendment to Citi's
proxy access by-law provisions pertaining to the
aggregation limit.

Shareholder

Against

For

Stockholder proposal requesting that the Board review
Citi's governance documents and make
recommendations to shareholders on how the "Purpose
of a Corporation" signed by Citi's CEO can be fully
implemented.

Shareholder

Against

For

Stockholder proposal requesting a report disclosing
information regarding Citi's lobbying policies and
activities.

Shareholder

Abstain

Against

BANK OF AMERICA CORPORATION

Security

060505104

Meeting Type

Annual

Ticker Symbol

BAC

Meeting Date

22-Apr-2020

ISIN

US0605051046

Agenda

935139825 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Sharon L. Allen

Management

For

1B.

Election of Director: Susan S. Bies

Management

For

1C.

Election of Director: Jack O. Bovender, Jr.

Management

For

1D.

Election of Director: Frank P. Bramble, Sr.

Management

For

1E.

Election of Director: Pierre J.P. de Weck

Management

For

1F.

Election of Director: Arnold W. Donald

Management

For

1G.

Election of Director: Linda P. Hudson

Management

For

1H.

Election of Director: Monica C. Lozano

Management

For

1I.

Election of Director: Thomas J. May

Management

For

1J.

Election of Director: Brian T. Moynihan

Management

For

1K.

Election of Director: Lionel L. Nowell III

Management

For

1L.

Election of Director: Denise L. Ramos

Management

For

1M.

Election of Director: Clayton S. Rose

Management

For

1N.

Election of Director: Michael D. White

Management

For

1O.

Election of Director: Thomas D. Woods

Management

For

1P.

Election of Director: R. David Yost

Management

For

1Q.

Election of Director: Maria T. Zuber

Management

For

Approving Our Executive Compensation (an Advisory,
Non-binding "Say on Pay" Resolution).

Management

For

Ratifying the Appointment of Our Independent Registered
Public Accounting Firm for 2020.

Management

For

Make Shareholder Proxy Access More Accessible.

Shareholder

Against

For

Adopt a New Shareholder Right - Written Consent

Shareholder

Against

For

Report Concerning Gender/Racial Pay Equity.

Shareholder

Abstain

Against

Review of Statement of the Purpose of a Corporation and
Report on Recommended Changes to Governance
Documents, Policies, and Practices.

Shareholder

Against

For

APTIV PLC

Security

G6095L109

Meeting Type

Annual

Ticker Symbol

APTV

Meeting Date

23-Apr-2020

ISIN

JE00B783TY65

Agenda

935134673 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

Election of Director: Kevin P. Clark

Management

For

Election of Director: Nancy E. Cooper

Management

For

Election of Director: Nicholas M. Donofrio

Management

For

Election of Director: Rajiv L. Gupta

Management

For

Election of Director: Joseph L. Hooley

Management

For

Election of Director: Sean O. Mahoney

Management

For

Election of Director: Paul M. Meister

Management

For

Election of Director: Robert K. Ortberg

Management

For

Election of Director: Colin J. Parris

Management

For

10.

Election of Director: Ana G. Pinczuk

Management

For

11.

Election of Director: Lawrence A. Zimmerman

Management

For

12.

Proposal to re-appoint auditors, ratify independent public
accounting firm and authorize the directors to determine
the fees paid to the auditors.

Management

For

13.

Say-on-Pay - To approve, by advisory vote, executive
compensation.

Management

For

PFIZER INC.

Security

717081103

Meeting Type

Annual

Ticker Symbol

PFE

Meeting Date

23-Apr-2020

ISIN

US7170811035

Agenda

935138998 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Ronald E. Blaylock

Management

For

1B.

Election of Director: Albert Bourla

Management

For

1C.

Election of Director: W. Don Cornwell

Management

For

1D.

Election of Director: Joseph J. Echevarria

Management

For

1E.

Election of Director: Scott Gottlieb

Management

For

1F.

Election of Director: Helen H. Hobbs

Management

For

1G.

Election of Director: Susan Hockfield

Management

For

1H.

Election of Director: James M. Kilts

Management

For

1I.

Election of Director: Dan R. Littman

Management

For

1J.

Election of Director: Shantanu Narayen

Management

For

1K.

Election of Director: Suzanne Nora Johnson

Management

For

1L.

Election of Director: James Quincey

Management

For

1M.

Election of Director: James C. Smith

Management

For

Ratify the selection of KPMG LLP as independent
registered public accounting firm for 2020

Management

For

2020 advisory approval of executive compensation

Management

For

Shareholder proposal regarding right to act by written
consent

Shareholder

Against

For

Shareholder proposal regarding enhancing proxy access

Shareholder

Against

For

Shareholder proposal regarding report on lobbying
activities

Shareholder

Abstain

Against

Shareholder proposal regarding independent chair policy

Shareholder

Against

For

Shareholder proposal regarding gender pay gap

Shareholder

Abstain

Against

Election of Director: Susan Desmond-Hellmann

Management

For

HONEYWELL INTERNATIONAL INC.

Security

438516106

Meeting Type

Annual

Ticker Symbol

HON

Meeting Date

27-Apr-2020

ISIN

US4385161066

Agenda

935137794 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Darius Adamczyk

Management

For

1B.

Election of Director: Duncan B. Angove

Management

For

1C.

Election of Director: William S. Ayer

Management

For

1D.

Election of Director: Kevin Burke

Management

For

1E.

Election of Director: D. Scott Davis

Management

For

1F.

Election of Director: Linnet F. Deily

Management

For

1G.

Election of Director: Deborah Flint

Management

For

1H.

Election of Director: Judd Gregg

Management

For

1I.

Election of Director: Clive Hollick

Management

For

1J.

Election of Director: Grace D. Lieblein

Management

For

1K.

Election of Director: Raymond T. Odierno

Management

For

1L.

Election of Director: George Paz

Management

For

1M.

Election of Director: Robin L. Washington

Management

For

Advisory Vote to Approve Executive Compensation.

Management

For

Approval of Independent Accountants.

Management

For

Let Shareholders Vote on Bylaw Amendments.

Shareholder

Against

For

Report on Lobbying Activities and Expenditures.

Shareholder

Abstain

Against

CORTEVA INC.

Security

22052L104

Meeting Type

Annual

Ticker Symbol

CTVA

Meeting Date

28-Apr-2020

ISIN

US22052L1044

Agenda

935148672 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Lamberto Andreotti

Management

For

1B.

Election of Director: Robert A. Brown

Management

For

1C.

Election of Director: James C. Collins, Jr.

Management

For

1D.

Election of Director: Klaus A. Engel

Management

For

1E.

Election of Director: Michael O. Johanns

Management

For

1F.

Election of Director: Lois D. Juliber

Management

For

1G.

Election of Director: Rebecca B. Liebert

Management

For

1H.

Election of Director: Marcos M. Lutz

Management

For

1I.

Election of Director: Nayaki Nayyar

Management

For

1J.

Election of Director: Gregory R. Page

Management

For

1K.

Election of Director: Lee M. Thomas

Management

For

1L.

Election of Director: Patrick J. Ward

Management

For

Advisory resolution to approve executive compensation
of the Company's named executive officers.

Management

For

Advisory resolution on the frequency of the stockholder
vote on the compensation of the Company's named
executive officers.

Management

1 Year

For

Ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm for 2020.

Management

For

Approval of Corteva, Inc. Global Omnibus Employee
Stock Purchase Plan.

Management

For

TEXTRON INC.

Security

883203101

Meeting Type

Annual

Ticker Symbol

TXT

Meeting Date

29-Apr-2020

ISIN

US8832031012

Agenda

935139356 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Scott C. Donnelly

Management

For

1B.

Election of Director: Kathleen M. Bader

Management

For

1C.

Election of Director: R. Kerry Clark

Management

For

1D.

Election of Director: James T. Conway

Management

For

1E.

Election of Director: Paul E. Gagné

Management

For

1F.

Election of Director: Ralph D. Heath

Management

For

1G.

Election of Director: Deborah Lee James

Management

For

1H.

Election of Director: Lionel L. Nowell III

Management

For

1I.

Election of Director: James L. Ziemer

Management

For

1J.

Election of Director: Maria T. Zuber

Management

For

Approval of the advisory (non-binding) resolution to
approve executive compensation.

Management

For

Ratification of appointment of independent registered
public accounting firm.

Management

For

DISH NETWORK CORPORATION

Security

25470M109

Meeting Type

Annual

Ticker Symbol

DISH

Meeting Date

01-May-2020

ISIN

US25470M1099

Agenda

935149321 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

DIRECTOR

Management

Kathleen Q. Abernathy

For

George R. Brokaw

For

James DeFranco

For

Cantey M. Ergen

For

Charles W. Ergen

For

Afshin Mohebbi

For

Tom A. Ortolf

For

Joseph T. Proietti

For

Carl E. Vogel

For

To ratify the appointment of KPMG LLP as our
independent registered public accounting firm for the
fiscal year ending December 31, 2020.

Management

For

To amend and restate our Employee Stock Purchase
Plan.

Management

For

To conduct a non-binding advisory vote on executive
compensation.

Management

For

GENERAL ELECTRIC COMPANY

Security

369604103

Meeting Type

Annual

Ticker Symbol

Meeting Date

05-May-2020

ISIN

US3696041033

Agenda

935149369 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

Election of Director: Sébastien Bazin

Management

For

Election of Director: Ashton Carter

Management

For

Election of Director: H. Lawrence Culp, Jr.

Management

For

Election of Director: Francisco D'Souza

Management

For

Election of Director: Edward Garden

Management

For

Election of Director: Thomas Horton

Management

For

Election of Director: Risa Lavizzo-Mourey

Management

For

Election of Director: Catherine Lesjak

Management

For

Election of Director: Paula Rosput Reynolds

Management

For

10.

Election of Director: Leslie Seidman

Management

For

11.

Election of Director: James Tisch

Management

For

12.

Advisory Approval of Our Named Executives'
Compensation

Management

For

13.

Ratification of KPMG as Independent Auditor for 2020

Management

For

14.

Require the Chairman of the Board to be Independent

Shareholder

Against

For

AMERICAN EXPRESS COMPANY

Security

025816109

Meeting Type

Annual

Ticker Symbol

AXP

Meeting Date

05-May-2020

ISIN

US0258161092

Agenda

935151439 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director for a term of one year: Charlene
Barshefsky

Management

For

1B.

Election of Director for a term of one year: John J.
Brennan

Management

For

1C.

Election of Director for a term of one year: Peter Chernin

Management

For

1D.

Election of Director for a term of one year: Ralph de la
Vega

Management

For

1E.

Election of Director for a term of one year: Anne
Lauvergeon

Management

For

1F.

Election of Director for a term of one year: Michael O.
Leavitt

Management

For

1G.

Election of Director for a term of one year: Theodore J.
Leonsis

Management

For

1H.

Election of Director for a term of one year: Karen L.
Parkhill

Management

For

1I.

Election of Director for a term of one year: Lynn A. Pike

Management

For

1J.

Election of Director for a term of one year: Stephen J.
Squeri

Management

For

1K.

Election of Director for a term of one year: Daniel L.
Vasella

Management

For

1L.

Election of Director for a term of one year: Ronald A.
Williams

Management

For

1M.

Election of Director for a term of one year: Christopher D.
Young

Management

For

Ratification of appointment of PricewaterhouseCoopers
LLP as independent registered public accounting firm for
2020.

Management

For

Approval, on an advisory basis, of the Company's
executive compensation.

Management

For

Approval of Amended and Restated Incentive
Compensation Plan.

Management

For

Shareholder proposal relating to action by written
consent.

Shareholder

Against

For

Shareholder proposal relating to gender/racial pay equity.

Shareholder

Abstain

Against

BRISTOL-MYERS SQUIBB COMPANY

Security

110122108

Meeting Type

Annual

Ticker Symbol

BMY

Meeting Date

05-May-2020

ISIN

US1101221083

Agenda

935151681 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Peter J. Arduini

Management

For

1B.

Election of Director: Robert Bertolini

Management

For

1C.

Election of Director: Michael W. Bonney

Management

For

1D.

Election of Director: Giovanni Caforio, M.D.

Management

For

1E.

Election of Director: Matthew W. Emmens

Management

For

1F.

Election of Director: Julia A. Haller, M.D.

Management

For

1G.

Election of Director: Dinesh C. Paliwal

Management

For

1H.

Election of Director: Theodore R. Samuels

Management

For

1I.

Election of Director: Vicki L. Sato, Ph.D.

Management

For

1J.

Election of Director: Gerald L. Storch

Management

For

1K.

Election of Director: Karen H. Vousden, Ph.D.

Management

For

1L.

Election of Director: Phyllis R. Yale

Management

For

Advisory vote to approve the compensation of our Named
Executive Officers.

Management

For

Ratification of the appointment of an independent
registered public accounting firm.

Management

For

Shareholder Proposal on Separate Chair & CEO.

Shareholder

Against

For

Shareholder Proposal on Shareholder Right to Act by
Written Consent.

Shareholder

Against

For

GILEAD SCIENCES, INC.

Security

375558103

Meeting Type

Annual

Ticker Symbol

GILD

Meeting Date

06-May-2020

ISIN

US3755581036

Agenda

935151883 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Jacqueline K. Barton, Ph.D.

Management

For

1B.

Election of Director: Sandra J. Horning, M.D.

Management

For

1C.

Election of Director: Kelly A. Kramer

Management

For

1D.

Election of Director: Kevin E. Lofton

Management

For

1E.

Election of Director: Harish Manwani

Management

For

1F.

Election of Director: Daniel P. O'Day

Management

For

1G.

Election of Director: Richard J. Whitley, M.D.

Management

For

1H.

Election of Director: Per Wold-Olsen

Management

For

To ratify the selection of Ernst & Young LLP by the Audit
Committee of the Board of Directors as the independent
registered public accounting firm of Gilead for the fiscal
year ending December 31, 2020.

Management

For

To approve, on an advisory basis, the compensation of
our Named Executive Officers as presented in the Proxy
Statement.

Management

For

To vote on a stockholder proposal, if properly presented
at the meeting, requesting that the Board adopt a policy
that the Chairperson of the Board of Directors be an
independent director.

Shareholder

Against

For

To vote on a stockholder proposal, if properly presented
at the meeting, requesting that the Board eliminate the
ownership threshold for stockholders to request a record
date to take action by written consent.

Shareholder

Against

For

PHILLIPS 66

Security

718546104

Meeting Type

Annual

Ticker Symbol

PSX

Meeting Date

06-May-2020

ISIN

US7185461040

Agenda

935152669 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Charles M. Holley

Management

For

1B.

Election of Director: Glenn F. Tilton

Management

For

1C.

Election of Director: Marna C. Whittington

Management

For

To ratify the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm
for fiscal year 2020.

Management

For

Advisory vote to approve our executive compensation.

Management

For

Shareholder proposal requesting a report on risks of Gulf
Coast petrochemical investments.

Shareholder

Abstain

Against

INTERNATIONAL FLAVORS & FRAGRANCES INC.

Security

459506101

Meeting Type

Annual

Ticker Symbol

IFF

Meeting Date

06-May-2020

ISIN

US4595061015

Agenda

935153560 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director for a one-year term expiring at the
2021 Annual Meeting: Marcello V. Bottoli

Management

For

1B.

Election of Director for a one-year term expiring at the
2021 Annual Meeting: Michael L. Ducker

Management

For

1C.

Election of Director for a one-year term expiring at the
2021 Annual Meeting: David R. Epstein

Management

For

1D.

Election of Director for a one-year term expiring at the
2021 Annual Meeting: Roger W. Ferguson, Jr.

Management

For

1E.

Election of Director for a one-year term expiring at the
2021 Annual Meeting: John F. Ferraro

Management

For

1F.

Election of Director for a one-year term expiring at the
2021 Annual Meeting: Andreas Fibig

Management

For

1G.

Election of Director for a one-year term expiring at the
2021 Annual Meeting: Christina Gold

Management

For

1H.

Election of Director for a one-year term expiring at the
2021 Annual Meeting: Katherine M. Hudson

Management

For

1I.

Election of Director for a one-year term expiring at the
2021 Annual Meeting: Dale F. Morrison

Management

For

1J.

Election of Director for a one-year term expiring at the
2021 Annual Meeting: Dr. Li-Huei Tsai

Management

For

1K.

Election of Director for a one-year term expiring at the
2021 Annual Meeting: Stephen Williamson

Management

For

Ratify the selection of PricewaterhouseCoopers LLP as
our independent registered public accounting firm for the
2020 fiscal year.

Management

For

Approve, on an advisory basis, the compensation of our
named executive officers in 2019.

Management

For

MGM RESORTS INTERNATIONAL

Security

552953101

Meeting Type

Annual

Ticker Symbol

MGM

Meeting Date

06-May-2020

ISIN

US5529531015

Agenda

935157392 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: William W. Grounds

Management

For

1B.

Election of Director: Alexis M. Herman

Management

For

1C.

Election of Director: Roland Hernandez

Management

For

1D.

Election of Director: Mary Chris Jammet

Management

For

1E.

Election of Director: John Kilroy

Management

For

1F.

Election of Director: Rose McKinney-James

Management

For

1G.

Election of Director: Keith A. Meister

Management

For

1H.

Election of Director: Paul Salem

Management

For

1I.

Election of Director: Gregory M. Spierkel

Management

For

1J.

Election of Director: Jan G. Swartz

Management

For

1K.

Election of Director: Daniel J. Taylor

Management

For

To ratify the selection of Deloitte & Touche LLP, as the
independent registered public accounting firm for the year
ending December 31, 2020.

Management

For

To approve, on an advisory basis, the compensation of
our named executive officers.

Management

For

MONDELEZ INTERNATIONAL, INC.

Security

609207105

Meeting Type

Annual

Ticker Symbol

MDLZ

Meeting Date

13-May-2020

ISIN

US6092071058

Agenda

935158736 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Lewis W.K. Booth

Management

For

1B.

Election of Director: Charles E. Bunch

Management

For

1C.

Election of Director: Debra A. Crew

Management

For

1D.

Election of Director: Lois D. Juliber

Management

For

1E.

Election of Director: Peter W. May

Management

For

1F.

Election of Director: Jorge S. Mesquita

Management

For

1G.

Election of Director: Fredric G. Reynolds

Management

For

Election of Director: Christiana S. Shi

Management

For

1I.

Election of Director: Patrick T. Siewert

Management

For

1J.

Election of Director: Michael A. Todman

Management

For

1K.

Election of Director: Jean-François M. L. van Boxmeer

Management

For

1L.

Election of Director: Dirk Van de Put

Management

For

Advisory Vote to Approve Executive Compensation.

Management

For

Ratification of PricewaterhouseCoopers LLP as
Independent Registered Public Accountants for Fiscal
Year Ending December 31, 2020.

Management

For

Consider Employee Pay in Setting Chief Executive
Officer Pay.

Shareholder

Against

For

AMERICAN INTERNATIONAL GROUP, INC.

Security

026874784

Meeting Type

Annual

Ticker Symbol

AIG

Meeting Date

13-May-2020

ISIN

US0268747849

Agenda

935159877 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: W. DON CORNWELL

Management

For

1B.

Election of Director: BRIAN DUPERREAULT

Management

For

1C.

Election of Director: JOHN H. FITZPATRICK

Management

For

1D.

Election of Director: WILLIAM G. JURGENSEN

Management

For

1E.

Election of Director: CHRISTOPHER S. LYNCH

Management

For

1F.

Election of Director: HENRY S. MILLER

Management

For

1G.

Election of Director: LINDA A. MILLS

Management

For

1H.

Election of Director: THOMAS F. MOTAMED

Management

For

1I.

Election of Director: PETER R. PORRINO

Management

For

1J.

Election of Director: AMY L. SCHIOLDAGER

Management

For

1K.

Election of Director: DOUGLAS M. STEENLAND

Management

For

1L.

Election of Director: THERESE M. VAUGHAN

Management

For

To vote, on a non-binding advisory basis, to approve
executive compensation.

Management

For

To act upon a proposal to amend and restate AIG's
Amended and Restated Certificate of Incorporation to
restrict certain transfers of AIG Common Stock in order to
protect AIG's tax attributes.

Management

For

To act upon a proposal to ratify the amendment to extend
the expiration of the American International Group, Inc.
Tax Asset Protection Plan.

Management

For

To act upon a proposal to ratify the selection of
PricewaterhouseCoopers LLP as AIG's independent
registered public accounting firm for 2020.

Management

For

To vote on a shareholder proposal to give shareholders
who hold at least 10 percent of AIG's outstanding
common stock the right to call special meetings.

Shareholder

Against

For

MACQUARIE INFRASTRUCTURE CORPORATION

Security

55608B105

Meeting Type

Annual

Ticker Symbol

MIC

Meeting Date

14-May-2020

ISIN

US55608B1052

Agenda

935160363 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Amanda Brock

Management

For

1B.

Election of Director: Norman H. Brown, Jr.

Management

For

1C.

Election of Director: Christopher Frost

Management

For

1D.

Election of Director: Maria Jelescu-Dreyfus

Management

For

1E.

Election of Director: Ronald Kirk

Management

For

1F.

Election of Director: H.E. (Jack) Lentz

Management

For

1G.

Election of Director: Ouma Sananikone

Management

For

The ratification of the selection of KPMG LLP as our
independent auditor for the fiscal year ending December
31, 2020.

Management

For

The approval, on an advisory basis, of executive
compensation.

Management

For

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP

Security

929740108

Meeting Type

Annual

Ticker Symbol

WAB

Meeting Date

15-May-2020

ISIN

US9297401088

Agenda

935159928 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

DIRECTOR

Management

Rafael Santana

For

Lee B. Foster, II

For

Approve an advisory (non-binding) resolution relating to
the approval of 2019 named executive officer
compensation.

Management

For

Approve the amendment to the 2011 Stock Incentive
Plan to increase the number of shares available under
the Plan.

Management

For

Ratify the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the
2020 fiscal year.

Management

For

MACY'S INC.

Security

55616P104

Meeting Type

Annual

Ticker Symbol

Meeting Date

15-May-2020

ISIN

US55616P1049

Agenda

935163888 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: David P. Abney

Management

For

1B.

Election of Director: Francis S. Blake

Management

For

1C.

Election of Director: Torrence N. Boone

Management

For

1D.

Election of Director: John A. Bryant

Management

For

1E.

Election of Director: Deirdre P. Connelly

Management

For

1F.

Election of Director: Jeff Gennette

Management

For

1G.

Election of Director: Leslie D. Hale

Management

For

1H.

Election of Director: William H. Lenehan

Management

For

1I.

Election of Director: Sara Levinson

Management

For

1J.

Election of Director: Joyce M. Roché

Management

For

1K.

Election of Director: Paul C. Varga

Management

For

1L.

Election of Director: Marna C. Whittington

Management

For

Ratification of the appointment of KPMG LLP as Macy's
independent registered public accounting firm for the
fiscal year ending January 30, 2021.

Management

For

Advisory vote to approve named executive officer
compensation.

Management

For

VIACOMCBS INC.

Security

92556H107

Meeting Type

Annual

Ticker Symbol

VIACA

Meeting Date

18-May-2020

ISIN

US92556H1077

Agenda

935172938 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Robert M. Bakish

Management

For

1B.

Election of Director: Candace K. Beinecke

Management

For

1C.

Election of Director: Barbara M. Byrne

Management

For

1D.

Election of Director: Brian Goldner

Management

For

1E.

Election of Director: Linda M. Griego

Management

For

1F.

Election of Director: Robert N. Klieger

Management

For

1G.

Election of Director: Judith A. McHale

Management

For

1H.

Election of Director: Ronald L. Nelson

Management

For

1I.

Election of Director: Charles E. Phillips, Jr.

Management

For

1J.

Election of Director: Shari E. Redstone

Management

For

1K.

Election of Director: Susan Schuman

Management

For

1L.

Election of Director: Nicole Seligman

Management

For

1M.

Election of Director: Frederick O. Terrell

Management

For

Ratification of the appointment of
PricewaterhouseCoopers LLP to serve as the Company's
independent registered public accounting firm for fiscal
year 2020.

Management

For

Advisory vote to approve the Company's named
executive officer compensation.

Management

For

JPMORGAN CHASE & CO.

Security

46625H100

Meeting Type

Annual

Ticker Symbol

JPM

Meeting Date

19-May-2020

ISIN

US46625H1005

Agenda

935170833 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Linda B. Bammann

Management

For

1B.

Election of Director: Stephen B. Burke

Management

For

1C.

Election of Director: Todd A. Combs

Management

For

1D.

Election of Director: James S. Crown

Management

For

1E.

Election of Director: James Dimon

Management

For

1F.

Election of Director: Timothy P. Flynn

Management

For

1G.

Election of Director: Mellody Hobson

Management

For

1H.

Election of Director: Michael A. Neal

Management

For

1I.

Election of Director: Lee R. Raymond

Management

For

1J.

Election of Director: Virginia M. Rometty

Management

For

Advisory resolution to approve executive compensation

Management

For

Ratification of independent registered public accounting
firm

Management

For

Independent board chairman

Shareholder

Against

For

Oil and gas company and project financing related to the
Arctic and the Canadian oil sands

Shareholder

Abstain

Against

Climate change risk reporting

Shareholder

Abstain

Against

Amend shareholder written consent provisions

Shareholder

Against

For

Charitable contributions disclosure

Shareholder

Against

For

Gender/Racial pay equity

Shareholder

Abstain

Against

MOLSON COORS BEVERAGE CO.

Security

60871R209

Meeting Type

Annual

Ticker Symbol

TAP

Meeting Date

20-May-2020

ISIN

US60871R2094

Agenda

935168814 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

DIRECTOR

Management

Roger G. Eaton

For

Charles M. Herington

For

H. Sanford Riley

For

To approve, on an advisory basis, the compensation of
our named executive officers (Say-on-Pay).

Management

For

ZOETIS INC.

Security

98978V103

Meeting Type

Annual

Ticker Symbol

ZTS

Meeting Date

20-May-2020

ISIN

US98978V1035

Agenda

935169905 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Gregory Norden

Management

For

1B.

Election of Director: Louise M. Parent

Management

For

1C.

Election of Director: Kristin C. Peck

Management

For

1D.

Election of Director: Robert W. Scully

Management

For

Advisory vote to approve our executive compensation
(Say on Pay).

Management

For

Advisory vote on the frequency of future advisory votes
on executive compensation (Say on Pay frequency).

Management

1 Year

For

Ratification of appointment of KPMG LLP as our
independent registered public accounting firm for 2020.

Management

For

STATE STREET CORPORATION

Security

857477103

Meeting Type

Annual

Ticker Symbol

STT

Meeting Date

20-May-2020

ISIN

US8574771031

Agenda

935174716 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: P. de Saint-Aignan

Management

For

1B.

Election of Director: M. Chandoha

Management

For

1C.

Election of Director: L. Dugle

Management

For

1D.

Election of Director: A. Fawcett

Management

For

1E.

Election of Director: W. Freda

Management

For

1F.

Election of Director: S. Mathew

Management

For

1G.

Election of Director: W. Meaney

Management

For

1H.

Election of Director: R. O'Hanley

Management

For

1I.

Election of Director: S. O'Sullivan

Management

For

1J.

Election of Director: R. Sergel

Management

For

1K.

Election of Director: G. Summe

Management

For

To approve an advisory proposal on executive
compensation.

Management

For

To ratify the selection of Ernst & Young LLP as State
Street's independent registered public accounting firm for
the year ending December 31, 2020.

Management

For

MORGAN STANLEY

Security

617446448

Meeting Type

Annual

Ticker Symbol

Meeting Date

21-May-2020

ISIN

US6174464486

Agenda

935168725 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: Elizabeth Corley

Management

For

1b.

Election of Director: Alistair Darling

Management

For

1c.

Election of Director: Thomas H. Glocer

Management

For

1d.

Election of Director: James P. Gorman

Management

For

1e.

Election of Director: Robert H. Herz

Management

For

1f.

Election of Director: Nobuyuki Hirano

Management

For

1g.

Election of Director: Stephen J. Luczo

Management

For

1h.

Election of Director: Jami Miscik

Management

For

1i.

Election of Director: Dennis M. Nally

Management

For

1j.

Election of Director: Takeshi Ogasawara

Management

For

1k.

Election of Director: Hutham S. Olayan

Management

For

1l.

Election of Director: Mary L. Schapiro

Management

For

1m.

Election of Director: Perry M. Traquina

Management

For

1n.

Election of Director: Rayford Wilkins, Jr.

Management

For

To ratify the appointment of Deloitte & Touche LLP as
independent auditor

Management

For

To approve the compensation of executives as disclosed
in the proxy statement (non-binding advisory vote)

Management

For

PAYPAL HOLDINGS, INC.

Security

70450Y103

Meeting Type

Annual

Ticker Symbol

PYPL

Meeting Date

21-May-2020

ISIN

US70450Y1038

Agenda

935170869 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Rodney C. Adkins

Management

For

1B.

Election of Director: Jonathan Christodoro

Management

For

1C.

Election of Director: John J. Donahoe

Management

For

1D.

Election of Director: David W. Dorman

Management

For

1E.

Election of Director: Belinda J. Johnson

Management

For

1F.

Election of Director: Gail J. McGovern

Management

For

1G.

Election of Director: Deborah M. Messemer

Management

For

1H.

Election of Director: David M. Moffett

Management

For

1I.

Election of Director: Ann M. Sarnoff

Management

For

1J.

Election of Director: Daniel H. Schulman

Management

For

1K.

Election of Director: Frank D. Yeary

Management

For

Advisory vote to approve named executive officer
compensation.

Management

For

Ratification of the appointment of
PricewaterhouseCoopers LLP as our independent auditor
for 2020.

Management

For

Stockholder Proposal - Stockholder right to act by written
consent.

Shareholder

Against

For

Stockholder Proposal - Human and indigenous peoples'
rights.

Shareholder

Abstain

Against

MERCK & CO., INC.

Security

58933Y105

Meeting Type

Annual

Ticker Symbol

MRK

Meeting Date

26-May-2020

ISIN

US58933Y1055

Agenda

935176431 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Leslie A. Brun

Management

For

1B.

Election of Director: Thomas R. Cech

Management

For

1C.

Election of Director: Mary Ellen Coe

Management

For

1D.

Election of Director: Pamela J. Craig

Management

For

1E.

Election of Director: Kenneth C. Frazier

Management

For

1F.

Election of Director: Thomas H. Glocer

Management

For

1G.

Election of Director: Risa Lavizzo-Mourey

Management

For

1H.

Election of Director: Paul B. Rothman

Management

For

1I.

Election of Director: Patricia F. Russo

Management

For

1J.

Election of Director: Christine E. Seidman

Management

For

1K.

Election of Director: Inge G. Thulin

Management

For

1L.

Election of Director: Kathy J. Warden

Management

For

1M.

Election of Director: Peter C. Wendell

Management

For

Non-binding advisory vote to approve the compensation
of our named executive officers.

Management

For

Ratification of the appointment of the Company's
independent registered public accounting firm for 2020.

Management

For

Shareholder proposal concerning shareholder right to act
by written consent.

Shareholder

Against

For

Shareholder proposal regarding allocation of corporate
tax savings.

Shareholder

Against

For

CHEVRON CORPORATION

Security

166764100

Meeting Type

Annual

Ticker Symbol

CVX

Meeting Date

27-May-2020

ISIN

US1667641005

Agenda

935183979 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: W. M. Austin

Management

For

1B.

Election of Director: J. B. Frank

Management

For

1C.

Election of Director: A. P. Gast

Management

For

1D.

Election of Director: E. Hernandez, Jr.

Management

For

1E.

Election of Director: C. W. Moorman IV

Management

For

1F.

Election of Director: D. F. Moyo

Management

For

1G.

Election of Director: D. Reed-Klages

Management

For

1H.

Election of Director: R. D. Sugar

Management

For

1I.

Election of Director: D. J. Umpleby III

Management

For

1J.

Election of Director: M. K. Wirth

Management

For

Ratification of Appointment of PwC as Independent
Registered Public Accounting Firm

Management

For

Advisory Vote to Approve Named Executive Officer
Compensation

Management

For

Report on Lobbying

Shareholder

Abstain

Against

Create a Board Committee on Climate Risk

Shareholder

Against

For

Report on Climate Lobbying

Shareholder

Abstain

Against

Report on Petrochemical Risk

Shareholder

Abstain

Against

Report on Human Rights Practices

Shareholder

Abstain

Against

Set Special Meeting Threshold at 10%

Shareholder

Against

For

10.

Adopt Policy for an Independent Chairman

Shareholder

Against

For

DUPONT DE NEMOURS INC

Security

26614N102

Meeting Type

Annual

Ticker Symbol

Meeting Date

27-May-2020

ISIN

US26614N1028

Agenda

935183981 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Amy G. Brady

Management

For

1B.

Election of Director: Edward D. Breen

Management

For

1C.

Election of Director: Ruby R. Chandy

Management

For

1D.

Election of Director: Franklin K. Clyburn, Jr.

Management

For

1E.

Election of Director: Terrence R. Curtin

Management

For

1F.

Election of Director: Alexander M. Cutler

Management

For

1G.

Election of Director: Eleuthère I. du Pont

Management

For

1H.

Election of Director: Rajiv L. Gupta

Management

For

1I.

Election of Director: Luther C. Kissam

Management

For

1J.

Election of Director: Frederick M. Lowery

Management

For

1K.

Election of Director: Raymond J. Milchovich

Management

For

1L.

Election of Director: Steven M. Sterin

Management

For

Advisory Resolution to Approve Executive Compensation

Management

For

Approval of the DuPont 2020 Equity and Incentive Plan

Management

For

Ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm for 2020

Management

For

Modification of Threshold for Calling Special Stockholder
Meetings

Shareholder

Against

For

Employee Board Advisory Position

Shareholder

Against

For

NXP SEMICONDUCTORS NV.

Security

N6596X109

Meeting Type

Annual

Ticker Symbol

NXPI

Meeting Date

27-May-2020

ISIN

NL0009538784

Agenda

935185961 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

Adoption of the 2019 Statutory Annual Accounts

Management

For

Discharge of the members of the Board for their
responsibilities in the fiscal year ended December 31,
2019

Management

For

3A.

Appoint Kurt Sievers as executive director

Management

For

3B.

Re-appoint Sir Peter Bonfield as non-executive director

Management

For

3C.

Re-appoint Kenneth A. Goldman as non-executive
director

Management

For

3D.

Re-appoint Josef Kaeser as non-executive director

Management

For

3E.

Re-appoint Lena Olving as non-executive director

Management

For

3F.

Re-appoint Peter Smitham as non-executive director

Management

For

3G.

Re-appoint Julie Southern as non-executive director

Management

For

3H.

Re-appoint Jasmin Staiblin as non-executive director

Management

For

3I.

Re-appoint Gregory Summe as non-executive director

Management

For

3J.

Re-appoint Karl-Henrik Sundström as non-executive
director

Management

For

Authorization of the Board to issue ordinary shares of the
Company and grant rights to acquire ordinary shares

Management

For

Authorization of the Board to restrict or exclude pre-
emption rights accruing in connection with an issue of
shares or grant of rights

Management

Against

Authorization of the Board to repurchase ordinary shares

Management

For

Authorization of the Board to cancel ordinary shares held
or to be acquired by the Company

Management

For

Appointment of Ernst & Young Accountants LLP as
independent auditors for a three-year period, starting with
the fiscal year ending December 31, 2020

Management

For

Determination of the remuneration of the members and
Chairs of the Audit Committee, the Compensation
Committee, and the Nominating and Governance
Committee of the Board

Management

For

10.

Amendment of the Company's Articles of Association

Management

For

11.

Non-binding, advisory vote to approve Named Executive
Officer compensation

Management

For

12.

To recommend, by non-binding vote, the frequency of
executive compensation votes

Management

1 Year

For

NXP SEMICONDUCTORS NV.

Security

N6596X109

Meeting Type

Annual

Ticker Symbol

NXPI

Meeting Date

27-May-2020

ISIN

NL0009538784

Agenda

935212489 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

Adoption of the 2019 Statutory Annual Accounts

Management

For

Discharge of the members of the Board for their
responsibilities in the fiscal year ended December 31,
2019

Management

For

3A.

Appoint Kurt Sievers as executive director

Management

For

3B.

Re-appoint Sir Peter Bonfield as non-executive director

Management

For

3C.

Re-appoint Kenneth A. Goldman as non-executive
director

Management

For

3D.

Re-appoint Josef Kaeser as non-executive director

Management

For

3E.

Re-appoint Lena Olving as non-executive director

Management

For

3F.

Re-appoint Peter Smitham as non-executive director

Management

For

3G.

Re-appoint Julie Southern as non-executive director

Management

For

3H.

Re-appoint Jasmin Staiblin as non-executive director

Management

For

3I.

Re-appoint Gregory Summe as non-executive director

Management

For

3J.

Re-appoint Karl-Henrik Sundström as non-executive
director

Management

For

Authorization of the Board to issue ordinary shares of the
Company and grant rights to acquire ordinary shares

Management

For

Authorization of the Board to restrict or exclude pre-
emption rights accruing in connection with an issue of
shares or grant of rights

Management

Against

Authorization of the Board to repurchase ordinary shares

Management

For

Authorization of the Board to cancel ordinary shares held
or to be acquired by the Company

Management

For

Appointment of Ernst & Young Accountants LLP as
independent auditors for a three-year period, starting with
the fiscal year ending December 31, 2020

Management

For

Determination of the remuneration of the members and
Chairs of the Audit Committee, the Compensation
Committee, and the Nominating and Governance
Committee of the Board

Management

For

10.

Amendment of the Company's Articles of Association

Management

For

11.

Non-binding, advisory vote to approve Named Executive
Officer compensation

Management

For

12.

To recommend, by non-binding vote, the frequency of
executive compensation votes

Management

1 Year

For

T-MOBILE US, INC.

Security

872590104

Meeting Type

Annual

Ticker Symbol

TMUS

Meeting Date

04-Jun-2020

ISIN

US8725901040

Agenda

935192524 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

DIRECTOR

Management

Marcelo Claure

For

Srikant M. Datar

For

Ronald D. Fisher

For

Srini Gopalan

For

Lawrence H. Guffey

For

Timotheus Höttges

For

Christian P. Illek

For

Stephen R. Kappes

For

Raphael Kübler

For

Thorsten Langheim

For

G. Michael Sievert

For

Teresa A. Taylor

For

Kelvin R. Westbrook

For

Ratification of the Appointment of
PricewaterhouseCoopers LLP as the Company's
Independent Registered Public Accounting Firm for Fiscal
Year 2020.

Management

For

Advisory Vote to Approve the Compensation Provided to
the Company's Named Executive Officers for 2019.

Management

For

Stockholder Proposal for Limitations on Accelerated
Vesting of Equity Awards in the Event of a Change of
Control.

Shareholder

Against

For

WILLIS TOWERS WATSON PLC

Security

G96629103

Meeting Type

Annual

Ticker Symbol

WLTW

Meeting Date

10-Jun-2020

ISIN

IE00BDB6Q211

Agenda

935190342 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of Director: Anna C. Catalano

Management

For

1B.

Election of Director: Victor F. Ganzi

Management

For

1C.

Election of Director: John J. Haley

Management

For

1D.

Election of Director: Wendy E. Lane

Management

For

1E.

Election of Director: Brendan R. O'Neill

Management

For

1F.

Election of Director: Jaymin B. Patel

Management

For

1G.

Election of Director: Linda D. Rabbitt

Management

For

1H.

Election of Director: Paul D. Thomas

Management

For

1I.

Election of Director: Wilhelm Zeller

Management

For

Ratify, on an advisory basis, the appointment of (i)
Deloitte & Touche LLP to audit our financial statements
and (ii) Deloitte Ireland LLP to audit our Irish Statutory
Accounts, and authorize, in a binding vote, the Board,
acting through the Audit Committee, to fix the
independent auditors' remuneration.

Management

For

Approve, on an advisory basis, the named executive
officer compensation.

Management

For

Renew the Board's existing authority to issue shares
under Irish law.

Management

For

Renew the Board's existing authority to opt out of
statutory pre-emption rights under Irish law.

Management

Against

HOWMET AEROSPACE INC.

Security

443201108

Meeting Type

Annual

Ticker Symbol

HWM

Meeting Date

15-Jun-2020

ISIN

US4432011082

Agenda

935214293 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1A.

Election of director: James F. Albaugh

Management

For

1B.

Election of director: Amy E. Alving

Management

For

1C.

Election of director: Joseph S. Cantie

Management

For

1D.

Election of director: Robert F. Leduc

Management

For

1E.

Election of director: David J. Miller

Management

For

1F.

Election of director: Jody G. Miller

Management

For

1G.

Election of director: Tolga I. Oal

Management

For

1H.

Election of director: Nicole W. Piasecki

Management

For

1I.

Election of director: John C. Plant

Management

For

1J.

Election of director: Ulrich R. Schmidt

Management

For

Ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm for 2020.

Management

For

To approve, on an advisory basis, executive
compensation.

Management

For

Shareholder Proposal regarding shareholding threshold
to call special shareowner meeting.

Shareholder

Against

For

SONY CORPORATION

Security

835699307

Meeting Type

Annual

Ticker Symbol

SNE

Meeting Date

26-Jun-2020

ISIN

US8356993076

Agenda

935221717 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

To amend a part of the Articles of Incorporation.

Management

For

2A.

Election of Director: Kenichiro Yoshida

Management

For

2B.

Election of Director: Hiroki Totoki

Management

For

2C.

Election of Director: Shuzo Sumi

Management

For

2D.

Election of Director: Tim Schaaff

Management

For

2E.

Election of Director: Kazuo Matsunaga

Management

For

2F.

Election of Director: Toshiko Oka

Management

For

2G.

Election of Director: Sakie Akiyama

Management

For

2H.

Election of Director: Wendy Becker

Management

For

2I.

Election of Director: Yoshihiko Hatanaka

Management

For

2J.

Election of Director: Adam Crozier

Management

For

2K.

Election of Director: Keiko Kishigami

Management

For

2L.

Election of Director: Joseph A. Kraft Jr.

Management

For

To issue Stock Acquisition Rights for the purpose of
granting stock options.

Management

For

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant

The Gabelli Dividend Growth Fund

By (Signature and Title)*	/s/ Bruce N. Alpert
	Bruce N. Alpert, Principal Executive Officer

Date	August 21, 2020

*Print the name and title of each signing officer under his or her signature.