N-PX 1 donoghue_n-px.txt N-PX -------------------------- OMB APPROVAL -------------------------- OMB Number: 3235-0582 Expires: July 31, 2024 Estimated average burden hours per response 4 -------------------------- 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: 811-21853 NORTHERN LIGHTS VARIABLE TRUST (Exact name of registrant as specified in charter) 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246 (Address of principal executive offices) (Zip code) Stephanie Shearer Ultimus Fund Solutions, LLC 80 Arkay Drive Hauppauge, New York 11788 ________________________________________________________________________ (Name and address of agent for service) Registrant's telephone number, including area code: (631) 490-2300 Date of fiscal year end: December 31st Date of reporting period: July 1, 2022 - June 30, 2023 ITEM 1. PROXY VOTING RECORD: Registrant: NORTHERN LIGHTS VARIABLE TRUST - Donoghue Forlines Dividend Fund Item 1, Exhibit 3 Investment Company Act file number: 811-21853 Reporting Period: July 1, 2022 through June 30, 2023 ===================== Donoghue Forlines Dividend VIT Fund ====================== 3M COMPANY Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 09, 2023 Meeting Type: Annual Record Date: MAR 14, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas "Tony" K. Brown For For Management 1b Elect Director Anne H. Chow For For Management 1c Elect Director David B. Dillon For For Management 1d Elect Director Michael L. Eskew For For Management 1e Elect Director James R. Fitterling For For Management 1f Elect Director Amy E. Hood For For Management 1g Elect Director Suzan Kereere For For Management 1h Elect Director Gregory R. Page For For Management 1i Elect Director Pedro J. Pizarro For For Management 1j Elect Director Michael F. Roman For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 28, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Alpern For For Management 1.2 Elect Director Claire For For Management Babineaux-Fontenot 1.3 Elect Director Sally E. Blount For For Management 1.4 Elect Director Robert B. Ford For For Management 1.5 Elect Director Paola Gonzalez For For Management 1.6 Elect Director Michelle A. Kumbier For For Management 1.7 Elect Director Darren W. McDew For For Management 1.8 Elect Director Nancy McKinstry For For Management 1.9 Elect Director Michael G. O'Grady For For Management 1.10 Elect Director Michael F. Roman For For Management 1.11 Elect Director Daniel J. Starks For For Management 1.12 Elect Director John G. Stratton For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting 6 Require Independent Board Chair Against Against Shareholder 7 Report on Lobbying Payments and Policy Against Against Shareholder 8 Adopt Policy to Include Legal and Against Against Shareholder Compliance Costs in Incentive Compensation Metrics -------------------------------------------------------------------------------- ALLISON TRANSMISSION HOLDINGS, INC. Ticker: ALSN Security ID: 01973R101 Meeting Date: MAY 03, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Judy L. Altmaier For For Management 1b Elect Director D. Scott Barbour For For Management 1c Elect Director Philip J. Christman For For Management 1d Elect Director David C. Everitt For For Management 1e Elect Director David S. Graziosi For For Management 1f Elect Director Carolann I. Haznedar For For Management 1g Elect Director Richard P. Lavin For For Management 1h Elect Director Sasha Ostojic For For Management 1i Elect Director Gustave F. Perna For For Management 1j Elect Director Krishna Shivram For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AMDOCS LIMITED Ticker: DOX Security ID: G02602103 Meeting Date: JAN 27, 2023 Meeting Type: Annual Record Date: NOV 30, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert A. Minicucci For For Management 1.2 Elect Director Adrian Gardner For For Management 1.3 Elect Director Rafael de la Vega For For Management 1.4 Elect Director Eli Gelman For For Management 1.5 Elect Director Richard T.C. LeFave For For Management 1.6 Elect Director John A. MacDonald For For Management 1.7 Elect Director Shuky Sheffer For For Management 1.8 Elect Director Yvette Kanouff For For Management 1.9 Elect Director Sarah Ruth Davis For For Management 1.10 Elect Director Amos Genish For For Management 2 Approve Qualified Employee Stock For For Management Purchase Plan 3 Approve an Increase in the Quarterly For For Management Cash Dividend Rate 4 Accept Financial Statements and For For Management Statutory Reports 5 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- AMERIPRISE FINANCIAL, INC. Ticker: AMP Security ID: 03076C106 Meeting Date: APR 26, 2023 Meeting Type: Annual Record Date: FEB 27, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James M. Cracchiolo For For Management 1b Elect Director Robert F. Sharpe, Jr. For For Management 1c Elect Director Dianne Neal Blixt For For Management 1d Elect Director Amy DiGeso For For Management 1e Elect Director Christopher J. Williams For For Management 1f Elect Director Armando Pimentel, Jr. For For Management 1g Elect Director Brian T. Shea For For Management 1h Elect Director W. Edward Walter, III For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- BEST BUY CO., INC. Ticker: BBY Security ID: 086516101 Meeting Date: JUN 14, 2023 Meeting Type: Annual Record Date: APR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Corie S. Barry For For Management 1b Elect Director Lisa M. Caputo For For Management 1c Elect Director J. Patrick Doyle For For Management 1d Elect Director David W. Kenny For For Management 1e Elect Director Mario J. Marte For For Management 1f Elect Director Karen A. McLoughlin For For Management 1g Elect Director Claudia F. Munce For For Management 1h Elect Director Richelle P. Parham For For Management 1i Elect Director Steven E. Rendle For For Management 1j Elect Director Sima D. Sistani For For Management 1k Elect Director Melinda D. Whittington For For Management 1l Elect Director Eugene A. Woods For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY Security ID: 110122108 Meeting Date: MAY 02, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Peter J. Arduini For For Management 1B Elect Director Deepak L. Bhatt For For Management 1C Elect Director Giovanni Caforio For For Management 1D Elect Director Julia A. Haller For For Management 1E Elect Director Manuel Hidalgo Medina For For Management 1F Elect Director Paula A. Price For For Management 1G Elect Director Derica W. Rice For For Management 1H Elect Director Theodore R. Samuels For For Management 1I Elect Director Gerald L. Storch For For Management 1J Elect Director Karen H. Vousden For For Management 1K Elect Director Phyllis R. Yale For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Require Independent Board Chair Against Against Shareholder 6 Commission a Civil Rights and Against Against Shareholder Non-Discrimination Audit 7 Amend Right to Call Special Meeting Against Against Shareholder -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: JUN 14, 2023 Meeting Type: Annual Record Date: APR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kelly A. Ayotte For For Management 1.2 Elect Director David L. Calhoun For For Management 1.3 Elect Director Daniel M. Dickinson For For Management 1.4 Elect Director James C. Fish, Jr. For For Management 1.5 Elect Director Gerald Johnson For For Management 1.6 Elect Director David W. MacLennan For For Management 1.7 Elect Director Judith F. Marks For For Management 1.8 Elect Director Debra L. Reed-Klages For For Management 1.9 Elect Director Susan C. Schwab For For Management 1.10 Elect Director D. James Umpleby, III For For Management 1.11 Elect Director Rayford Wilkins, Jr. For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Approve Omnibus Stock Plan For For Management 6 Report on Climate Lobbying Against For Shareholder 7 Report on Lobbying Payments and Policy Against For Shareholder 8 Report on Due Diligence Process of Against Against Shareholder Doing Business in Conflict Affected Areas 9 Report on Civil Rights and Against Against Shareholder Non-Discrimination Audit -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: DEC 08, 2022 Meeting Type: Annual Record Date: OCT 10, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director M. Michele Burns For For Management 1b Elect Director Wesley G. Bush For For Management 1c Elect Director Michael D. Capellas For For Management 1d Elect Director Mark Garrett For For Management 1e Elect Director John D. Harris, II For For Management 1f Elect Director Kristina M. Johnson For For Management 1g Elect Director Roderick C. McGeary For For Management 1h Elect Director Sarah Rae Murphy For For Management 1i Elect Director Charles H. Robbins For For Management 1j Elect Director Brenton L. Saunders For For Management 1k Elect Director Lisa T. Su For For Management 1l Elect Director Marianna Tessel For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Report on Tax Transparency Set Forth Against Against Shareholder in the Global Reporting Initiative's Tax Standard -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: JUN 07, 2023 Meeting Type: Annual Record Date: APR 03, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth J. Bacon For Withhold Management 1.2 Elect Director Thomas J. Baltimore, Jr. For For Management 1.3 Elect Director Madeline S. Bell For Withhold Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Gerald L. Hassell For For Management 1.6 Elect Director Jeffrey A. Honickman For Withhold Management 1.7 Elect Director Maritza G. Montiel For For Management 1.8 Elect Director Asuka Nakahara For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Brian L. Roberts For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Approve Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management 7 Oversee and Report on a Racial Equity Against Against Shareholder Audit 8 Report on Climate Risk in Retirement Against Against Shareholder Plan Options 9 Report on GHG Emissions Reduction Against Against Shareholder Targets Aligned with the Paris Agreement Goal 10 Report on Congruency of Political Against For Shareholder Spending with Company Values and Priorities 11 Report on Risks Related to Operations Against Against Shareholder in China -------------------------------------------------------------------------------- COTERRA ENERGY INC. Ticker: CTRA Security ID: 127097103 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 09, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas E. Jorden For For Management 1.2 Elect Director Robert S. Boswell For For Management 1.3 Elect Director Dorothy M. Ables For For Management 1.4 Elect Director Amanda M. Brock For For Management 1.5 Elect Director Dan O. Dinges For For Management 1.6 Elect Director Paul N. Eckley For For Management 1.7 Elect Director Hans Helmerich For For Management 1.8 Elect Director Lisa A. Stewart For For Management 1.9 Elect Director Frances M. Vallejo For For Management 1.10 Elect Director Marcus A. Watts For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Approve Omnibus Stock Plan For For Management 6 Report on Reliability of Methane Against For Shareholder Emission Disclosures 7 Report on Climate Lobbying Against For Shareholder -------------------------------------------------------------------------------- DARDEN RESTAURANTS, INC. Ticker: DRI Security ID: 237194105 Meeting Date: SEP 21, 2022 Meeting Type: Annual Record Date: JUL 27, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Margaret Shan Atkins For For Management 1.2 Elect Director Ricardo 'Rick' Cardenas For For Management 1.3 Elect Director Juliana L. Chugg For For Management 1.4 Elect Director James P. Fogarty For For Management 1.5 Elect Director Cynthia T. Jamison For For Management 1.6 Elect Director Eugene I. Lee, Jr. For For Management 1.7 Elect Director Nana Mensah For For Management 1.8 Elect Director William S. Simon For For Management 1.9 Elect Director Charles M. Sonsteby For For Management 1.10 Elect Director Timothy J. Wilmott For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- DEVON ENERGY CORPORATION Ticker: DVN Security ID: 25179M103 Meeting Date: JUN 07, 2023 Meeting Type: Annual Record Date: APR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara M. Baumann For For Management 1.2 Elect Director John E. Bethancourt For For Management 1.3 Elect Director Ann G. Fox For For Management 1.4 Elect Director Gennifer F. Kelly For For Management 1.5 Elect Director Kelt Kindick For For Management 1.6 Elect Director John Krenicki, Jr. For For Management 1.7 Elect Director Karl F. Kurz For For Management 1.8 Elect Director Michael N. Mears For For Management 1.9 Elect Director Robert A. Mosbacher, Jr. For For Management 1.10 Elect Director Richard E. Muncrief For For Management 1.11 Elect Director Valerie M. Williams For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Certificate of Incorporation to For For Management Add Federal Forum Selection Provision 6 Amend Certificate of Incorporation to For For Management Adopt Limitations on the Liability of Officers 7 Amend Right to Call Special Meeting Against For Shareholder -------------------------------------------------------------------------------- DISCOVER FINANCIAL SERVICES Ticker: DFS Security ID: 254709108 Meeting Date: MAY 11, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Aronin For For Management 1.2 Elect Director Mary K. Bush For For Management 1.3 Elect Director Gregory C. Case For For Management 1.4 Elect Director Candace H. Duncan For For Management 1.5 Elect Director Joseph F. Eazor For For Management 1.6 Elect Director Roger C. Hochschild For For Management 1.7 Elect Director Thomas G. Maheras For For Management 1.8 Elect Director John B. Owen For For Management 1.9 Elect Director David L. Rawlinson, II For For Management 1.10 Elect Director Beverley A. Sibblies For For Management 1.11 Elect Director Mark A. Thierer For For Management 1.12 Elect Director Jennifer L. Wong For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve Omnibus Stock Plan For For Management 5 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- DOW INC. Ticker: DOW Security ID: 260557103 Meeting Date: APR 13, 2023 Meeting Type: Annual Record Date: FEB 15, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Samuel R. Allen For For Management 1b Elect Director Gaurdie E. Banister, Jr. For For Management 1c Elect Director Wesley G. Bush For For Management 1d Elect Director Richard K. Davis For For Management 1e Elect Director Jerri DeVard For For Management 1f Elect Director Debra L. Dial For For Management 1g Elect Director Jeff M. Fettig For For Management 1h Elect Director Jim Fitterling For For Management 1i Elect Director Jacqueline C. Hinman For For Management 1j Elect Director Luis Alberto Moreno For For Management 1k Elect Director Jill S. Wyant For For Management 1l Elect Director Daniel W. Yohannes For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Require Independent Board Chair Against Against Shareholder 5 Commission Audited Report on Reduced Against For Shareholder Plastics Demand -------------------------------------------------------------------------------- EQUITABLE HOLDINGS, INC. Ticker: EQH Security ID: 29452E101 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: MAR 30, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Francis A. Hondal For For Management 1b Elect Director Arlene Isaacs-Lowe For For Management 1c Elect Director Daniel G. Kaye For For Management 1d Elect Director Joan Lamm-Tennant For For Management 1e Elect Director Craig MacKay For For Management 1f Elect Director Mark Pearson For For Management 1g Elect Director Bertram L. Scott For For Management 1h Elect Director George Stansfield For For Management 1i Elect Director Charles G.T. Stonehill For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- FIDELITY NATIONAL FINANCIAL, INC. Ticker: FNF Security ID: 31620R303 Meeting Date: JUN 14, 2023 Meeting Type: Annual Record Date: APR 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William P. Foley, II For For Management 1.2 Elect Director Douglas K. Ammerman For For Management 1.3 Elect Director Thomas M. Hagerty For For Management 1.4 Elect Director Peter O. Shea, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 03, 2023 Meeting Type: Annual Record Date: MAR 15, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jacqueline K. Barton For For Management 1b Elect Director Jeffrey A. Bluestone For For Management 1c Elect Director Sandra J. Horning For For Management 1d Elect Director Kelly A. Kramer For For Management 1e Elect Director Kevin E. Lofton For For Management 1f Elect Director Harish Manwani For For Management 1g Elect Director Daniel P. O'Day For For Management 1h Elect Director Javier J. Rodriguez For For Management 1i Elect Director Anthony Welters For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Qualified Employee Stock For For Management Purchase Plan 6 Require More Director Nominations Than Against Against Shareholder Open Seats 7 Amend Right to Call Special Meeting Against Against Shareholder 8 Report on Impact of Extended Patent Against Against Shareholder Exclusivities on Product Access -------------------------------------------------------------------------------- ILLINOIS TOOL WORKS INC. Ticker: ITW Security ID: 452308109 Meeting Date: MAY 05, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Daniel J. Brutto For For Management 1b Elect Director Susan Crown For For Management 1c Elect Director Darell L. Ford For For Management 1d Elect Director Kelly J. Grier For For Management 1e Elect Director James W. Griffith For For Management 1f Elect Director Jay L. Henderson For For Management 1g Elect Director Richard H. Lenny For For Management 1h Elect Director E. Scott Santi For For Management 1i Elect Director David B. Smith, Jr. For For Management 1j Elect Director Pamela B. Strobel For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Require Independent Board Chair Against Against Shareholder -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORPORATION Ticker: IBM Security ID: 459200101 Meeting Date: APR 25, 2023 Meeting Type: Annual Record Date: FEB 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas Buberl For For Management 1b Elect Director David N. Farr For For Management 1c Elect Director Alex Gorsky For For Management 1d Elect Director Michelle J. Howard For For Management 1e Elect Director Arvind Krishna For For Management 1f Elect Director Andrew N. Liveris For For Management 1g Elect Director F. William McNabb, III For For Management 1h Elect Director Martha E. Pollack For For Management 1i Elect Director Joseph R. Swedish For For Management 1j Elect Director Peter R. Voser For For Management 1k Elect Director Frederick H. Waddell For For Management 1l Elect Director Alfred W. Zollar For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Require Independent Board Chair Against Against Shareholder 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Report on Risks Related to Operations Against Against Shareholder in China 8 Report on Efforts to Prevent Against For Shareholder Harassment and Discrimination in the Workplace -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 27, 2023 Meeting Type: Annual Record Date: FEB 28, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Darius Adamczyk For For Management 1b Elect Director Mary C. Beckerle For For Management 1c Elect Director D. Scott Davis For For Management 1d Elect Director Jennifer A. Doudna For For Management 1e Elect Director Joaquin Duato For For Management 1f Elect Director Marillyn A. Hewson For For Management 1g Elect Director Paula A. Johnson For For Management 1h Elect Director Hubert Joly For For Management 1i Elect Director Mark B. McClellan For For Management 1j Elect Director Anne M. Mulcahy For For Management 1k Elect Director Mark A. Weinberger For For Management 1l Elect Director Nadja Y. West For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Adopt Mandatory Arbitration Bylaw - None None Shareholder Withdrawn 6 Report on Government Financial Support Against For Shareholder and Equitable Access to Covid-19 Products 7 Adopt Policy to Include Legal and Against For Shareholder Compliance Costs in Incentive Compensation Metrics 8 Report on Impact of Extended Patent Against Against Shareholder Exclusivities on Product Access -------------------------------------------------------------------------------- KELLOGG COMPANY Ticker: K Security ID: 487836108 Meeting Date: APR 28, 2023 Meeting Type: Annual Record Date: FEB 28, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stephanie A. Burns For For Management 1b Elect Director Steve Cahillane For For Management 1c Elect Director La June Montgomery For For Management Tabron 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Report on Civil Rights, Against Against Shareholder Non-Discrimination and Returns to Merit Audit 6 Report on Median Gender/Racial Pay Gap Against For Shareholder -------------------------------------------------------------------------------- LYONDELLBASELL INDUSTRIES N.V. Ticker: LYB Security ID: N53745100 Meeting Date: MAY 19, 2023 Meeting Type: Annual Record Date: APR 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jacques Aigrain For For Management 1b Elect Director Lincoln Benet For For Management 1c Elect Director Robin Buchanan For For Management 1d Elect Director Anthony (Tony) Chase For For Management 1e Elect Director Robert (Bob) Dudley For For Management 1f Elect Director Claire Farley For For Management 1g Elect Director Rita Griffin For For Management 1h Elect Director Michael Hanley For For Management 1i Elect Director Virginia Kamsky For For Management 1j Elect Director Albert Manifold For For Management 1k Elect Director Peter Vanacker For For Management 2 Approve Discharge of Directors For For Management 3 Adopt Financial Statements and For For Management Statutory Reports 4 Ratify PricewaterhouseCoopers For For Management Accountants N.V. as Auditors 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 7 Advisory Vote on Say on Pay Frequency One Year One Year Management 8 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 9 Approve Cancellation of Shares For For Management -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 58933Y105 Meeting Date: MAY 23, 2023 Meeting Type: Annual Record Date: MAR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Douglas M. Baker, Jr. For For Management 1b Elect Director Mary Ellen Coe For For Management 1c Elect Director Pamela J. Craig For For Management 1d Elect Director Robert M. Davis For For Management 1e Elect Director Thomas H. Glocer For For Management 1f Elect Director Risa J. Lavizzo-Mourey For For Management 1g Elect Director Stephen L. Mayo For For Management 1h Elect Director Paul B. Rothman For For Management 1i Elect Director Patricia F. Russo For For Management 1j Elect Director Christine E. Seidman For For Management 1k Elect Director Inge G. Thulin For For Management 1l Elect Director Kathy J. Warden For For Management 1m Elect Director Peter C. Wendell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Report on Risks Related to Operations Against Against Shareholder in China 6 Report on Access to COVID-19 Products Against For Shareholder 7 Adopt Policy to Require Third-Party Against Against Shareholder Organizations to Annually Report Expenditures for Political Activities 8 Report on Impact of Extended Patent Against For Shareholder Exclusivities on Product Access 9 Publish a Congruency Report of Against Against Shareholder Partnerships with Globalist Organizations 10 Require Independent Board Chair Against Against Shareholder -------------------------------------------------------------------------------- MICROCHIP TECHNOLOGY INCORPORATED Ticker: MCHP Security ID: 595017104 Meeting Date: AUG 23, 2022 Meeting Type: Annual Record Date: JUN 24, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Matthew W. Chapman For For Management 1.2 Elect Director Esther L. Johnson For For Management 1.3 Elect Director Karlton D. Johnson For For Management 1.4 Elect Director Wade F. Meyercord For For Management 1.5 Elect Director Ganesh Moorthy For For Management 1.6 Elect Director Karen M. Rapp For For Management 1.7 Elect Director Steve Sanghi For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- NEXSTAR MEDIA GROUP, INC. Ticker: NXST Security ID: 65336K103 Meeting Date: JUN 15, 2023 Meeting Type: Annual Record Date: APR 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1 Declassify the Board of Directors For For Management 2 Amend Charter to Add Federal Forum For For Management Selection Provision 3 Amend Certificate of Incorporation to For For Management Reflect New Delaware Law Provisions Regarding Officer Exculpation 4 Amend Charter For For Management 5.1 Elect Director John R. Muse For For Management 5.2 Elect Director I. Martin Pompadur For For Management 6 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 8 Advisory Vote on Say on Pay Frequency Two Years One Year Management 9 Require Independent Board Chair Against For Shareholder -------------------------------------------------------------------------------- NRG ENERGY, INC. Ticker: NRG Security ID: 629377508 Meeting Date: APR 27, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director E. Spencer Abraham For For Management 1b Elect Director Antonio Carrillo For For Management 1c Elect Director Matthew Carter, Jr. For For Management 1d Elect Director Lawrence S. Coben For For Management 1e Elect Director Heather Cox For For Management 1f Elect Director Elisabeth B. Donohue For For Management 1g Elect Director Mauricio Gutierrez For For Management 1h Elect Director Paul W. Hobby For For Management 1i Elect Director Alexandra Pruner For For Management 1j Elect Director Anne C. Schaumburg For For Management 2 Amend Qualified Employee Stock For For Management Purchase Plan 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- ONEMAIN HOLDINGS, INC. Ticker: OMF Security ID: 68268W103 Meeting Date: JUN 13, 2023 Meeting Type: Annual Record Date: APR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Phyllis R. Caldwell For For Management 1.2 Elect Director Roy A. Guthrie For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Declassify the Board of Directors For For Management 5 Adopt Majority Voting for Uncontested For For Management Election of Directors -------------------------------------------------------------------------------- ONEOK, INC. Ticker: OKE Security ID: 682680103 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: MAR 27, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian L. Derksen For For Management 1.2 Elect Director Julie H. Edwards For For Management 1.3 Elect Director Mark W. Helderman For For Management 1.4 Elect Director Randall J. Larson For For Management 1.5 Elect Director Steven J. Malcolm For For Management 1.6 Elect Director Jim W. Mogg For For Management 1.7 Elect Director Pattye L. Moore For For Management 1.8 Elect Director Pierce H. Norton, II For For Management 1.9 Elect Director Eduardo A. Rodriguez For For Management 1.10 Elect Director Gerald D. Smith For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 03, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Segun Agbaje For For Management 1b Elect Director Jennifer Bailey For For Management 1c Elect Director Cesar Conde For For Management 1d Elect Director Ian Cook For For Management 1e Elect Director Edith W. Cooper For For Management 1f Elect Director Susan M. Diamond For For Management 1g Elect Director Dina Dublon For For Management 1h Elect Director Michelle Gass For For Management 1i Elect Director Ramon L. Laguarta For For Management 1j Elect Director Dave J. Lewis For For Management 1k Elect Director David C. Page For For Management 1l Elect Director Robert C. Pohlad For For Management 1m Elect Director Daniel Vasella For For Management 1n Elect Director Darren Walker For For Management 1o Elect Director Alberto Weisser For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Require Independent Board Chair Against Against Shareholder 6 Issue Transparency Report on Global Against Against Shareholder Public Policy and Political Influence 7 Report on Impacts of Restrictive Against Against Shareholder Reproductive Healthcare Legislation 8 Publish Annual Congruency Report on Against Against Shareholder Net-Zero Emissions Policy -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 27, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald E. Blaylock For For Management 1.2 Elect Director Albert Bourla For For Management 1.3 Elect Director Susan Desmond-Hellmann For For Management 1.4 Elect Director Joseph J. Echevarria For For Management 1.5 Elect Director Scott Gottlieb For For Management 1.6 Elect Director Helen H. Hobbs For For Management 1.7 Elect Director Susan Hockfield For For Management 1.8 Elect Director Dan R. Littman For For Management 1.9 Elect Director Shantanu Narayen For For Management 1.10 Elect Director Suzanne Nora Johnson For For Management 1.11 Elect Director James Quincey For For Management 1.12 Elect Director James C. Smith For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote 6 Require Independent Board Chair Against Against Shareholder 7 Report on Feasibility of Intellectual Against Against Shareholder Property Transfer to Boost Covid-19 Vaccine Production 8 Report on Impact of Extended Patent Against For Shareholder Exclusivities on Product Access 9 Report on Political Expenditures Against Against Shareholder Congruence -------------------------------------------------------------------------------- PIONEER NATURAL RESOURCES COMPANY Ticker: PXD Security ID: 723787107 Meeting Date: MAY 25, 2023 Meeting Type: Annual Record Date: MAR 30, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director A.R Alameddine For For Management 1b Elect Director Lori G. Billingsley For For Management 1c Elect Director Edison C. Buchanan For For Management 1d Elect Director Richard P. Dealy For For Management 1e Elect Director Maria S. Dreyfus For For Management 1f Elect Director Matthew M. Gallagher For For Management 1g Elect Director Phillip A. Gobe For For Management 1h Elect Director Stacy P. Methvin For For Management 1i Elect Director Royce W. Mitchell For For Management 1j Elect Director Scott D. Sheffield For For Management 1k Elect Director J. Kenneth Thompson For For Management 1l Elect Director Phoebe A. Wood For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- POPULAR, INC. Ticker: BPOP Security ID: 733174700 Meeting Date: MAY 11, 2023 Meeting Type: Annual Record Date: MAR 14, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ignacio Alvarez For For Management 1b Elect Director Joaquin E. Bacardi, III For For Management 1c Elect Director Alejandro M. Ballester For For Management 1d Elect Director Robert Carrady For For Management 1e Elect Director Richard L. Carrion For For Management 1f Elect Director Betty DeVita For For Management 1g Elect Director John W. Diercksen For For Management 1h Elect Director Maria Luisa Ferre Rangel For For Management 1i Elect Director C. Kim Goodwin For For Management 1j Elect Director Jose R. Rodriguez For For Management 1k Elect Director Alejandro M. Sanchez For For Management 1l Elect Director Myrna M. Soto For For Management 1m Elect Director Carlos A. Unanue For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- PRINCIPAL FINANCIAL GROUP, INC. Ticker: PFG Security ID: 74251V102 Meeting Date: MAY 16, 2023 Meeting Type: Annual Record Date: MAR 22, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jonathan S. Auerbach For For Management 1.2 Elect Director Mary E. "Maliz" Beams For For Management 1.3 Elect Director Jocelyn Carter-Miller For For Management 1.4 Elect Director Scott M. Mills For For Management 1.5 Elect Director Claudio N. Muruzabal For For Management 1.6 Elect Director H. Elizabeth Mitchell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- ROYALTY PHARMA PLC Ticker: RPRX Security ID: G7709Q104 Meeting Date: JUN 22, 2023 Meeting Type: Annual Record Date: APR 11, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Pablo Legorreta For For Management 1b Elect Director Henry Fernandez For Against Management 1c Elect Director Bonnie Bassler For For Management 1d Elect Director Errol De Souza For For Management 1e Elect Director Catherine Engelbert For Against Management 1f Elect Director M. Germano Giuliani For For Management 1g Elect Director David Hodgson For For Management 1h Elect Director Ted Love For For Management 1i Elect Director Gregory Norden For Against Management 1j Elect Director Rory Riggs For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Accept Financial Statements and For For Management Statutory Reports 5 Approve Remuneration Report For For Management 6 Ratify Ernst & Young as U.K. Statutory For For Management Auditors 7 Authorise Board to Fix Remuneration of For For Management Auditors -------------------------------------------------------------------------------- SIMON PROPERTY GROUP, INC. Ticker: SPG Security ID: 828806109 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 15, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Glyn F. Aeppel For Against Management 1B Elect Director Larry C. Glasscock For Against Management 1C Elect Director Allan Hubbard For Against Management 1D Elect Director Reuben S. Leibowitz For Against Management 1E Elect Director Randall J. Lewis For For Management 1F Elect Director Gary M. Rodkin For Against Management 1G Elect Director Peggy Fang Roe For Against Management 1H Elect Director Stefan M. Selig For For Management 1I Elect Director Daniel C. Smith For For Management 1J Elect Director Marta R. Stewart For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- SKYWORKS SOLUTIONS, INC. Ticker: SWKS Security ID: 83088M102 Meeting Date: MAY 10, 2023 Meeting Type: Annual Record Date: MAR 16, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Alan S. Batey For For Management 1b Elect Director Kevin L. Beebe For For Management 1c Elect Director Liam K. Griffin For For Management 1d Elect Director Eric J. Guerin For For Management 1e Elect Director Christine King For For Management 1f Elect Director Suzanne E. McBride For For Management 1g Elect Director David P. McGlade For For Management 1h Elect Director Robert A. Schriesheim For For Management 1i Elect Director Maryann Turcke For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Certificate of Incorporation to For For Management Allow Exculpation of Certain Officers 6 Adopt Simple Majority Vote None For Shareholder -------------------------------------------------------------------------------- SPDR SERIES TRUST Ticker: Security ID: 78468R101 Meeting Date: SEP 15, 2022 Meeting Type: Special Record Date: JUL 20, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Clare S. Richer For For Management 1.2 Elect Director Sandra G. Sponem For For Management 1.3 Elect Director Kristi L. Rowsell For For Management 1.4 Elect Director Gunjan Chauhan For For Management 1.5 Elect Director Carolyn M. Clancy For For Management -------------------------------------------------------------------------------- SYNCHRONY FINANCIAL Ticker: SYF Security ID: 87165B103 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 23, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Brian D. Doubles For For Management 1b Elect Director Fernando Aguirre For For Management 1c Elect Director Paget L. Alves For For Management 1d Elect Director Kamila Chytil For For Management 1e Elect Director Arthur W. Coviello, Jr. For For Management 1f Elect Director Roy A. Guthrie For For Management 1g Elect Director Jeffrey G. Naylor For For Management 1h Elect Director P.W. "Bill" Parker For For Management 1i Elect Director Laurel J. Richie For For Management 1j Elect Director Ellen M. Zane For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Security ID: 882508104 Meeting Date: APR 27, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mark A. Blinn For For Management 1b Elect Director Todd M. Bluedorn For For Management 1c Elect Director Janet F. Clark For For Management 1d Elect Director Carrie S. Cox For For Management 1e Elect Director Martin S. Craighead For For Management 1f Elect Director Curtis C. Farmer For For Management 1g Elect Director Jean M. Hobby For For Management 1h Elect Director Haviv Ilan For For Management 1i Elect Director Ronald Kirk For For Management 1j Elect Director Pamela H. Patsley For For Management 1k Elect Director Robert E. Sanchez For For Management 1l Elect Director Richard K. Templeton For For Management 2 Amend Qualified Employee Stock For For Management Purchase Plan 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify Ernst & Young LLP as Auditors For For Management 6 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 7 Report on Due Diligence Efforts to Against Against Shareholder Trace End-User Misuse of Company Products -------------------------------------------------------------------------------- THE CARLYLE GROUP INC. Ticker: CG Security ID: 14316J108 Meeting Date: MAY 30, 2023 Meeting Type: Annual Record Date: APR 03, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William E. Conway, Jr. For For Management 1.2 Elect Director Lawton W. Fitt For For Management 1.3 Elect Director Mark S. Ordan For For Management 1.4 Elect Director Anthony Welters For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 6 Adopt Simple Majority Vote For For Shareholder -------------------------------------------------------------------------------- THE CLOROX COMPANY Ticker: CLX Security ID: 189054109 Meeting Date: NOV 16, 2022 Meeting Type: Annual Record Date: SEP 23, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Amy L. Banse For For Management 1.2 Elect Director Julia Denman For For Management 1.3 Elect Director Spencer C. Fleischer For For Management 1.4 Elect Director Esther Lee For For Management 1.5 Elect Director A.D. David Mackay For For Management 1.6 Elect Director Paul Parker For For Management 1.7 Elect Director Stephanie Plaines For For Management 1.8 Elect Director Linda Rendle For For Management 1.9 Elect Director Matthew J. Shattock For For Management 1.10 Elect Director Kathryn Tesija For For Management 1.11 Elect Director Russell J. Weiner For For Management 1.12 Elect Director Christopher J. Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- THE COCA-COLA COMPANY Ticker: KO Security ID: 191216100 Meeting Date: APR 25, 2023 Meeting Type: Annual Record Date: FEB 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herb Allen For For Management 1.2 Elect Director Marc Bolland For For Management 1.3 Elect Director Ana Botin For For Management 1.4 Elect Director Christopher C. Davis For For Management 1.5 Elect Director Barry Diller For For Management 1.6 Elect Director Carolyn Everson For For Management 1.7 Elect Director Helene D. Gayle For For Management 1.8 Elect Director Alexis M. Herman For For Management 1.9 Elect Director Maria Elena Lagomasino For For Management 1.10 Elect Director Amity Millhiser For For Management 1.11 Elect Director James Quincey For For Management 1.12 Elect Director Caroline J. Tsay For For Management 1.13 Elect Director David B. Weinberg For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Report on Third-Party Civil Rights Against Against Shareholder Audit 6 Issue Transparency Report on Global Against Against Shareholder Public Policy and Political Influence 7 Report on Congruency of Political Against For Shareholder Spending with Company Values and Priorities 8 Require Independent Board Chair Against Against Shareholder 9 Report on Risk Due to Restrictions on Against Against Shareholder Reproductive Rights -------------------------------------------------------------------------------- UNITED PARCEL SERVICE, INC. Ticker: UPS Security ID: 911312106 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 09, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Carol Tome For For Management 1b Elect Director Rodney Adkins For For Management 1c Elect Director Eva Boratto For For Management 1d Elect Director Michael Burns For For Management 1e Elect Director Wayne Hewett For For Management 1f Elect Director Angela Hwang For For Management 1g Elect Director Kate Johnson For Against Management 1h Elect Director William Johnson For Against Management 1i Elect Director Franck Moison For Against Management 1j Elect Director Christiana Smith Shi For For Management 1k Elect Director Russell Stokes For Against Management 1l Elect Director Kevin Warsh For Against Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 6 Adopt Independently Verified Against For Shareholder Science-Based Greenhouse Gas Emissions Reduction Targets in Line with the Paris Climate Agreement 7 Report on Integrating GHG Emissions Against For Shareholder Reductions Targets into Executive Compensation 8 Report on Just Transition Against For Shareholder 9 Report on Risk Due to Restrictions on Against Against Shareholder Reproductive Rights 10 Oversee and Report a Civil Rights Audit Against Against Shareholder 11 Report on Effectiveness of Diversity, Against For Shareholder Equity, and Inclusion Efforts -------------------------------------------------------------------------------- VIATRIS INC. Ticker: VTRS Security ID: 92556V106 Meeting Date: DEC 09, 2022 Meeting Type: Annual Record Date: OCT 20, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director W. Don Cornwell For For Management 1B Elect Director Harry A. Korman For For Management 1C Elect Director Rajiv Malik For For Management 1D Elect Director Richard A. Mark For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Require Independent Board Chair Against For Shareholder -------------------------------------------------------------------------------- WATSCO, INC. Ticker: WSO Security ID: 942622200 Meeting Date: JUN 05, 2023 Meeting Type: Annual Record Date: APR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ana Lopez-Blazquez For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- WILLIAMS-SONOMA, INC. Ticker: WSM Security ID: 969904101 Meeting Date: MAY 31, 2023 Meeting Type: Annual Record Date: APR 05, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Laura Alber For For Management 1.2 Elect Director Esi Eggleston Bracey For For Management 1.3 Elect Director Scott Dahnke For For Management 1.4 Elect Director Anne Finucane For For Management 1.5 Elect Director Paula Pretlow For For Management 1.6 Elect Director William Ready For For Management 1.7 Elect Director Frits van Paasschen For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors Registrant: NORTHERN LIGHTS VARIABLE TRUST - Donoghue Forlines Momentum Fund Item 1, Exhibit 4 Investment Company Act file number: 811-21853 Reporting Period: July 1, 2022 through June 30, 2023 ===================== Donoghue Forlines Momentum VIT Fund ====================== AFFILIATED MANAGERS GROUP, INC. Ticker: AMG Security ID: 008252108 Meeting Date: MAY 25, 2023 Meeting Type: Annual Record Date: APR 03, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Karen L. Alvingham For For Management 1b Elect Director Tracy A. Atkinson For For Management 1c Elect Director Dwight D. Churchill For For Management 1d Elect Director Jay C. Horgen For For Management 1e Elect Director Reuben Jeffery, III For For Management 1f Elect Director Felix V. Matos Rodriguez For For Management 1g Elect Director Tracy P. Palandjian For For Management 1h Elect Director David C. Ryan For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- ALBERTSONS COMPANIES, INC. Ticker: ACI Security ID: 013091103 Meeting Date: AUG 04, 2022 Meeting Type: Annual Record Date: JUN 07, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Vivek Sankaran For Against Management 1b Elect Director James Donald For Against Management 1c Elect Director Chan Galbato For Against Management 1d Elect Director Sharon Allen For Against Management 1e Elect Director Shant Babikian For Against Management 1f Elect Director Steven Davis *Withdrawn None None Management Resolution* 1g Elect Director Kim Fennebresque For For Management 1h Elect Director Allen Gibson For Against Management 1i Elect Director Hersch Klaff For Against Management 1j Elect Director Jay Schottenstein For Against Management 1k Elect Director Alan Schumacher For Against Management 1l Elect Director Brian Kevin Turner For Against Management 1m Elect Director Mary Elizabeth West For Against Management 1n Elect Director Scott Wille For Against Management 2 Ratify Deloitte and Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ALLISON TRANSMISSION HOLDINGS, INC. Ticker: ALSN Security ID: 01973R101 Meeting Date: MAY 03, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Judy L. Altmaier For For Management 1b Elect Director D. Scott Barbour For For Management 1c Elect Director Philip J. Christman For For Management 1d Elect Director David C. Everitt For For Management 1e Elect Director David S. Graziosi For For Management 1f Elect Director Carolann I. Haznedar For For Management 1g Elect Director Richard P. Lavin For For Management 1h Elect Director Sasha Ostojic For For Management 1i Elect Director Gustave F. Perna For For Management 1j Elect Director Krishna Shivram For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AMERIPRISE FINANCIAL, INC. Ticker: AMP Security ID: 03076C106 Meeting Date: APR 26, 2023 Meeting Type: Annual Record Date: FEB 27, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James M. Cracchiolo For For Management 1b Elect Director Robert F. Sharpe, Jr. For For Management 1c Elect Director Dianne Neal Blixt For For Management 1d Elect Director Amy DiGeso For For Management 1e Elect Director Christopher J. Williams For For Management 1f Elect Director Armando Pimentel, Jr. For For Management 1g Elect Director Brian T. Shea For For Management 1h Elect Director W. Edward Walter, III For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- AUTOMATIC DATA PROCESSING, INC. Ticker: ADP Security ID: 053015103 Meeting Date: NOV 09, 2022 Meeting Type: Annual Record Date: SEP 12, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter Bisson For For Management 1b Elect Director David V. Goeckeler For For Management 1c Elect Director Linnie M. Haynesworth For For Management 1d Elect Director John P. Jones For For Management 1e Elect Director Francine S. Katsoudas For For Management 1f Elect Director Nazzic S. Keene For For Management 1g Elect Director Thomas J. Lynch For For Management 1h Elect Director Scott F. Powers For For Management 1i Elect Director William J. Ready For For Management 1j Elect Director Carlos A. Rodriguez For For Management 1k Elect Director Sandra S. Wijnberg For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- AUTONATION, INC. Ticker: AN Security ID: 05329W102 Meeting Date: APR 19, 2023 Meeting Type: Annual Record Date: FEB 27, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Rick L. Burdick For For Management 1b Elect Director David B. Edelson For For Management 1c Elect Director Robert R. Grusky For For Management 1d Elect Director Norman K. Jenkins For For Management 1e Elect Director Lisa Lutoff-Perlo For For Management 1f Elect Director Michael Manley For For Management 1g Elect Director G. Mike Mikan For For Management 1h Elect Director Jacqueline A. Travisano For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years 5 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote -------------------------------------------------------------------------------- BENTLEY SYSTEMS, INC. Ticker: BSY Security ID: 08265T208 Meeting Date: MAY 25, 2023 Meeting Type: Annual Record Date: APR 04, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barry J. Bentley For Withhold Management 1.2 Elect Director Gregory S. Bentley For Withhold Management 1.3 Elect Director Keith A. Bentley For Withhold Management 1.4 Elect Director Raymond B. Bentley For Withhold Management 1.5 Elect Director Kirk B. Griswold For Withhold Management 1.6 Elect Director Janet B. Haugen For Withhold Management 1.7 Elect Director Brian F. Hughes For Withhold Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- BROADCOM INC. Ticker: AVGO Security ID: 11135F101 Meeting Date: APR 03, 2023 Meeting Type: Annual Record Date: FEB 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Diane M. Bryant For For Management 1b Elect Director Gayla J. Delly For For Management 1c Elect Director Raul J. Fernandez For For Management 1d Elect Director Eddy W. Hartenstein For For Management 1e Elect Director Check Kian Low For For Management 1f Elect Director Justine F. Page For For Management 1g Elect Director Henry Samueli For For Management 1h Elect Director Hock E. Tan For For Management 1i Elect Director Harry L. You For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Omnibus Stock Plan For Against Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- CADENCE DESIGN SYSTEMS, INC. Ticker: CDNS Security ID: 127387108 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark W. Adams For For Management 1.2 Elect Director Ita Brennan For For Management 1.3 Elect Director Lewis Chew For For Management 1.4 Elect Director Anirudh Devgan For For Management 1.5 Elect Director ML Krakauer For For Management 1.6 Elect Director Julia Liuson For For Management 1.7 Elect Director James D. Plummer For For Management 1.8 Elect Director Alberto For For Management Sangiovanni-Vincentelli 1.9 Elect Director John B. Shoven For For Management 1.10 Elect Director Young K. Sohn For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Remove One-Year Holding Period Against Against Shareholder Requirement to Call Special Meeting -------------------------------------------------------------------------------- CDW CORPORATION Ticker: CDW Security ID: 12514G108 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 22, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Virginia C. Addicott For For Management 1b Elect Director James A. Bell For For Management 1c Elect Director Lynda M. Clarizio For For Management 1d Elect Director Anthony R. Foxx For For Management 1e Elect Director Marc E. Jones For For Management 1f Elect Director Christine A. Leahy For For Management 1g Elect Director Sanjay Mehrotra For For Management 1h Elect Director David W. Nelms For For Management 1i Elect Director Joseph R. Swedish For For Management 1j Elect Director Donna F. Zarcone For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Provide Right to Call Special Meeting For For Management 6 Amend Certificate of Incorporation to For For Management Reflect New Delaware Law Provisions Regarding Officer Exculpation -------------------------------------------------------------------------------- CHEMED CORPORATION Ticker: CHE Security ID: 16359R103 Meeting Date: MAY 15, 2023 Meeting Type: Annual Record Date: MAR 22, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kevin J. Mcnamara For For Management 1.2 Elect Director Ron Delyons For For Management 1.3 Elect Director Patrick P. Grace For For Management 1.4 Elect Director Christopher J. Heaney For For Management 1.5 Elect Director Thomas C. Hutton For For Management 1.6 Elect Director Andrea R. Lindell For For Management 1.7 Elect Director Eileen P. Mccarthy For For Management 1.8 Elect Director John M. Mount, Jr. For For Management 1.9 Elect Director Thomas P. Rice For For Management 1.10 Elect Director George J. Walsh Iii For For Management 2 Ratify Pricewaterhousecoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote -------------------------------------------------------------------------------- ELI LILLY AND COMPANY Ticker: LLY Security ID: 532457108 Meeting Date: MAY 01, 2023 Meeting Type: Annual Record Date: FEB 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William G. Kaelin, Jr. For For Management 1b Elect Director David A. Ricks For For Management 1c Elect Director Marschall S. Runge For For Management 1d Elect Director Karen Walker For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Declassify the Board of Directors For For Management 6 Eliminate Supermajority Vote For For Management Requirement 7 Report on Lobbying Payments and Policy Against For Shareholder 8 Adopt Simple Majority Vote Against For Shareholder 9 Report on Impact of Extended Patent Against Against Shareholder Exclusivities on Product Access 10 Report on Risks of Supporting Abortion Against Against Shareholder 11 Publish Third-Party Review of Against For Shareholder Alignment of Company's Lobbying Activities with its Public Statements 12 Report on Effectiveness of Diversity, Against For Shareholder Equity and Inclusion Efforts and Metrics 13 Adopt Policy to Require Third-Party Against Against Shareholder Organizations to Annually Report Expenditures for Political Activities -------------------------------------------------------------------------------- ENPHASE ENERGY, INC. Ticker: ENPH Security ID: 29355A107 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jamie Haenggi For For Management 1.2 Elect Director Benjamin Kortlang For For Management 1.3 Elect Director Richard Mora For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- GENUINE PARTS COMPANY Ticker: GPC Security ID: 372460105 Meeting Date: MAY 01, 2023 Meeting Type: Annual Record Date: FEB 22, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elizabeth W. Camp For For Management 1.2 Elect Director Richard Cox, Jr. For For Management 1.3 Elect Director Paul D. Donahue For For Management 1.4 Elect Director Gary P. Fayard For For Management 1.5 Elect Director P. Russell Hardin For For Management 1.6 Elect Director John R. Holder For For Management 1.7 Elect Director Donna W. Hyland For For Management 1.8 Elect Director John D. Johns For For Management 1.9 Elect Director Jean-Jacques Lafont For For Management 1.10 Elect Director Robert C. "Robin" For For Management Loudermilk, Jr. 1.11 Elect Director Wendy B. Needham For For Management 1.12 Elect Director Juliette W. Pryor For For Management 1.13 Elect Director E. Jenner Wood, III For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 03, 2023 Meeting Type: Annual Record Date: MAR 15, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jacqueline K. Barton For For Management 1b Elect Director Jeffrey A. Bluestone For For Management 1c Elect Director Sandra J. Horning For For Management 1d Elect Director Kelly A. Kramer For For Management 1e Elect Director Kevin E. Lofton For For Management 1f Elect Director Harish Manwani For For Management 1g Elect Director Daniel P. O'Day For For Management 1h Elect Director Javier J. Rodriguez For For Management 1i Elect Director Anthony Welters For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Qualified Employee Stock For For Management Purchase Plan 6 Require More Director Nominations Than Against Against Shareholder Open Seats 7 Amend Right to Call Special Meeting Against Against Shareholder 8 Report on Impact of Extended Patent Against Against Shareholder Exclusivities on Product Access -------------------------------------------------------------------------------- GRAND CANYON EDUCATION, INC. Ticker: LOPE Security ID: 38526M106 Meeting Date: JUN 20, 2023 Meeting Type: Annual Record Date: APR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Brian E. Mueller For For Management 1.2 Elect Director Sara R. Dial For For Management 1.3 Elect Director Jack A. Henry For For Management 1.4 Elect Director Lisa Graham Keegan For For Management 1.5 Elect Director Chevy Humphrey For For Management 1.6 Elect Director David M. Adame For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- HUMANA INC. Ticker: HUM Security ID: 444859102 Meeting Date: APR 20, 2023 Meeting Type: Annual Record Date: FEB 28, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Raquel C. Bono For For Management 1b Elect Director Bruce D. Broussard For For Management 1c Elect Director Frank A. D'Amelio For For Management 1d Elect Director David T. Feinberg For For Management 1e Elect Director Wayne A. I. Frederick For For Management 1f Elect Director John W. Garratt For For Management 1g Elect Director Kurt J. Hilzinger For For Management 1h Elect Director Karen W. Katz For For Management 1i Elect Director Marcy S. Klevorn For For Management 1j Elect Director William J. McDonald For For Management 1k Elect Director Jorge S. Mesquita For For Management 1l Elect Director Brad D. Smith For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- IRON MOUNTAIN INCORPORATED Ticker: IRM Security ID: 46284V101 Meeting Date: MAY 09, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jennifer Allerton For For Management 1b Elect Director Pamela M. Arway For For Management 1c Elect Director Clarke H. Bailey For For Management 1d Elect Director Kent P. Dauten For For Management 1e Elect Director Monte Ford For For Management 1f Elect Director Robin L. Matlock For For Management 1g Elect Director William L. Meaney For For Management 1h Elect Director Wendy J. Murdock For For Management 1i Elect Director Walter C. Rakowich For For Management 1j Elect Director Doyle R. Simons For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- JACK HENRY & ASSOCIATES, INC. Ticker: JKHY Security ID: 426281101 Meeting Date: NOV 15, 2022 Meeting Type: Annual Record Date: SEP 19, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David B. Foss For For Management 1.2 Elect Director Matthew C. Flanigan For For Management 1.3 Elect Director Thomas H. Wilson, Jr. For For Management 1.4 Elect Director Jacque R. Fiegel For For Management 1.5 Elect Director Thomas A. Wimsett For For Management 1.6 Elect Director Laura G. Kelly For For Management 1.7 Elect Director Shruti S. Miyashiro For For Management 1.8 Elect Director Wesley A. Brown For For Management 1.9 Elect Director Curtis A. Campbell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- LATTICE SEMICONDUCTOR CORPORATION Ticker: LSCC Security ID: 518415104 Meeting Date: MAY 05, 2023 Meeting Type: Annual Record Date: MAR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Anderson For For Management 1.2 Elect Director Robin A. Abrams For For Management 1.3 Elect Director Douglas Bettinger For For Management 1.4 Elect Director Mark E. Jensen For For Management 1.5 Elect Director James P. Lederer For For Management 1.6 Elect Director D. Jeffrey Richardson For For Management 1.7 Elect Director Elizabeth Schwarting For For Management 1.8 Elect Director Raejeanne Skillern For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- LOCKHEED MARTIN CORPORATION Ticker: LMT Security ID: 539830109 Meeting Date: APR 27, 2023 Meeting Type: Annual Record Date: FEB 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel F. Akerson For For Management 1.2 Elect Director David B. Burritt For For Management 1.3 Elect Director Bruce A. Carlson For For Management 1.4 Elect Director John M. Donovan For For Management 1.5 Elect Director Joseph F. Dunford, Jr. For For Management 1.6 Elect Director James O. Ellis, Jr. For For Management 1.7 Elect Director Thomas J. Falk For For Management 1.8 Elect Director Ilene S. Gordon For For Management 1.9 Elect Director Vicki A. Hollub For For Management 1.10 Elect Director Jeh C. Johnson For For Management 1.11 Elect Director Debra L. Reed-Klages For For Management 1.12 Elect Director James D. Taiclet For For Management 1.13 Elect Director Patricia E. Yarrington For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Require Independent Board Chair Against Against Shareholder 6 Report on Human Rights Impact Against Against Shareholder Assessment 7 Report on Efforts to Reduce Full Value Against For Shareholder Chain GHG Emissions in Alignment with Paris Agreement Goal -------------------------------------------------------------------------------- LPL FINANCIAL HOLDINGS INC. Ticker: LPLA Security ID: 50212V100 Meeting Date: MAY 11, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Dan H. Arnold For For Management 1b Elect Director Edward C. Bernard For For Management 1c Elect Director H. Paulett Eberhart For For Management 1d Elect Director William F. Glavin, Jr. For For Management 1e Elect Director Albert J. Ko For For Management 1f Elect Director Allison H. Mnookin For For Management 1g Elect Director Anne M. Mulcahy For For Management 1h Elect Director James S. Putnam For For Management 1i Elect Director Richard P. Schifter For For Management 1j Elect Director Corey E. Thomas For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- MANHATTAN ASSOCIATES, INC. Ticker: MANH Security ID: 562750109 Meeting Date: MAY 11, 2023 Meeting Type: Annual Record Date: MAR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Eddie Capel For For Management 1b Elect Director Charles E. Moran For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 58933Y105 Meeting Date: MAY 23, 2023 Meeting Type: Annual Record Date: MAR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Douglas M. Baker, Jr. For For Management 1b Elect Director Mary Ellen Coe For For Management 1c Elect Director Pamela J. Craig For For Management 1d Elect Director Robert M. Davis For For Management 1e Elect Director Thomas H. Glocer For For Management 1f Elect Director Risa J. Lavizzo-Mourey For For Management 1g Elect Director Stephen L. Mayo For For Management 1h Elect Director Paul B. Rothman For For Management 1i Elect Director Patricia F. Russo For For Management 1j Elect Director Christine E. Seidman For For Management 1k Elect Director Inge G. Thulin For For Management 1l Elect Director Kathy J. Warden For For Management 1m Elect Director Peter C. Wendell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Report on Risks Related to Operations Against Against Shareholder in China 6 Report on Access to COVID-19 Products Against For Shareholder 7 Adopt Policy to Require Third-Party Against Against Shareholder Organizations to Annually Report Expenditures for Political Activities 8 Report on Impact of Extended Patent Against For Shareholder Exclusivities on Product Access 9 Publish a Congruency Report of Against Against Shareholder Partnerships with Globalist Organizations 10 Require Independent Board Chair Against Against Shareholder -------------------------------------------------------------------------------- NEXSTAR MEDIA GROUP, INC. Ticker: NXST Security ID: 65336K103 Meeting Date: JUN 15, 2023 Meeting Type: Annual Record Date: APR 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1 Declassify the Board of Directors For For Management 2 Amend Charter to Add Federal Forum For For Management Selection Provision 3 Amend Certificate of Incorporation to For For Management Reflect New Delaware Law Provisions Regarding Officer Exculpation 4 Amend Charter For For Management 5.1 Elect Director John R. Muse For For Management 5.2 Elect Director I. Martin Pompadur For For Management 6 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 8 Advisory Vote on Say on Pay Frequency Two Years One Year Management 9 Require Independent Board Chair Against For Shareholder -------------------------------------------------------------------------------- ON SEMICONDUCTOR CORPORATION Ticker: ON Security ID: 682189105 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Atsushi Abe For For Management 1b Elect Director Alan Campbell For For Management 1c Elect Director Susan K. Carter For For Management 1d Elect Director Thomas L. Deitrich For For Management 1e Elect Director Hassane El-Khoury For For Management 1f Elect Director Bruce E. Kiddoo For For Management 1g Elect Director Paul A. Mascarenas For For Management 1h Elect Director Gregory Waters For For Management 1i Elect Director Christine Y. Yan For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- PAYCHEX, INC. Ticker: PAYX Security ID: 704326107 Meeting Date: OCT 13, 2022 Meeting Type: Annual Record Date: AUG 15, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Martin Mucci For For Management 1b Elect Director Thomas F. Bonadio For For Management 1c Elect Director Joseph G. Doody For For Management 1d Elect Director David J.S. Flaschen For For Management 1e Elect Director B. Thomas Golisano For For Management 1f Elect Director Pamela A. Joseph For For Management 1g Elect Director Kevin A. Price For For Management 1h Elect Director Joseph M. Tucci For For Management 1i Elect Director Joseph M. Velli For For Management 1j Elect Director Kara Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- PRIMERICA, INC. Ticker: PRI Security ID: 74164M108 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 20, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John A. Addison, Jr. For For Management 1b Elect Director Joel M. Babbit For For Management 1c Elect Director Amber L. Cottle For For Management 1d Elect Director Gary L. Crittenden For For Management 1e Elect Director Cynthia N. Day For For Management 1f Elect Director Sanjeev Dheer For For Management 1g Elect Director Beatriz R. Perez For For Management 1h Elect Director D. Richard Williams For For Management 1i Elect Director Glenn J. Williams For For Management 1j Elect Director Barbara A. Yastine For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- PRINCIPAL FINANCIAL GROUP, INC. Ticker: PFG Security ID: 74251V102 Meeting Date: MAY 16, 2023 Meeting Type: Annual Record Date: MAR 22, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jonathan S. Auerbach For For Management 1.2 Elect Director Mary E. "Maliz" Beams For For Management 1.3 Elect Director Jocelyn Carter-Miller For For Management 1.4 Elect Director Scott M. Mills For For Management 1.5 Elect Director Claudio N. Muruzabal For For Management 1.6 Elect Director H. Elizabeth Mitchell For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- PTC INC. Ticker: PTC Security ID: 69370C100 Meeting Date: FEB 16, 2023 Meeting Type: Annual Record Date: DEC 09, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark Benjamin For For Management 1.2 Elect Director Janice Chaffin For For Management 1.3 Elect Director Amar Hanspal For For Management 1.4 Elect Director James Heppelmann For For Management 1.5 Elect Director Michal Katz For For Management 1.6 Elect Director Paul Lacy For For Management 1.7 Elect Director Corinna Lathan For For Management 1.8 Elect Director Blake Moret For For Management 1.9 Elect Director Robert Schechter For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- PURE STORAGE, INC. Ticker: PSTG Security ID: 74624M102 Meeting Date: JUN 14, 2023 Meeting Type: Annual Record Date: APR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew Brown For For Management 1.2 Elect Director John "Coz" Colgrove For For Management 1.3 Elect Director Roxanne Taylor For Withhold Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- SILGAN HOLDINGS, INC. Ticker: SLGN Security ID: 827048109 Meeting Date: MAY 30, 2023 Meeting Type: Annual Record Date: APR 05, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leigh J. Abramson For For Management 1.2 Elect Director Robert B. Lewis For For Management 1.3 Elect Director Niharika Ramdev For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- SPDR SERIES TRUST Ticker: Security ID: 78468R101 Meeting Date: SEP 15, 2022 Meeting Type: Special Record Date: JUL 20, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Clare S. Richer For For Management 1.2 Elect Director Sandra G. Sponem For For Management 1.3 Elect Director Kristi L. Rowsell For For Management 1.4 Elect Director Gunjan Chauhan For For Management 1.5 Elect Director Carolyn M. Clancy For For Management -------------------------------------------------------------------------------- STEEL DYNAMICS, INC. Ticker: STLD Security ID: 858119100 Meeting Date: MAY 11, 2023 Meeting Type: Annual Record Date: MAR 20, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark D. Millett For For Management 1.2 Elect Director Sheree L. Bargabos For For Management 1.3 Elect Director Kenneth W. Cornew For For Management 1.4 Elect Director Traci M. Dolan For For Management 1.5 Elect Director James C. Marcuccilli For For Management 1.6 Elect Director Bradley S. Seaman For For Management 1.7 Elect Director Gabriel L. Shaheen For For Management 1.8 Elect Director Luis M. Sierra For For Management 1.9 Elect Director Steven A. Sonnenberg For For Management 1.10 Elect Director Richard P. Teets, Jr. For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Approve Omnibus Stock Plan For For Management 6 Adopt Majority Voting for Uncontested For For Management Election of Directors -------------------------------------------------------------------------------- SYNOPSYS, INC. Ticker: SNPS Security ID: 871607107 Meeting Date: APR 12, 2023 Meeting Type: Annual Record Date: FEB 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Aart J. de Geus For For Management 1b Elect Director Luis Borgen For For Management 1c Elect Director Marc N. Casper For For Management 1d Elect Director Janice D. Chaffin For For Management 1e Elect Director Bruce R. Chizen For For Management 1f Elect Director Mercedes Johnson For For Management 1g Elect Director Jeannine P. Sargent For For Management 1h Elect Director John G. Schwarz For For Management 1i Elect Director Roy Vallee For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify KPMG LLP as Auditors For For Management 6 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- T-MOBILE US, INC. Ticker: TMUS Security ID: 872590104 Meeting Date: JUN 16, 2023 Meeting Type: Annual Record Date: APR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andre Almeida For Withhold Management 1.2 Elect Director Marcelo Claure For Withhold Management 1.3 Elect Director Srikant M. Datar For For Management 1.4 Elect Director Srinivasan Gopalan For Withhold Management 1.5 Elect Director Timotheus Hottges For Withhold Management 1.6 Elect Director Christian P. Illek For Withhold Management 1.7 Elect Director Raphael Kubler For Withhold Management 1.8 Elect Director Thorsten Langheim For Withhold Management 1.9 Elect Director Dominique Leroy For Withhold Management 1.10 Elect Director Letitia A. Long For For Management 1.11 Elect Director G. Michael Sievert For Withhold Management 1.12 Elect Director Teresa A. Taylor For For Management 1.13 Elect Director Kelvin R. Westbrook For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years 5 Approve Omnibus Stock Plan For For Management 6 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- THE COCA-COLA COMPANY Ticker: KO Security ID: 191216100 Meeting Date: APR 25, 2023 Meeting Type: Annual Record Date: FEB 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herb Allen For For Management 1.2 Elect Director Marc Bolland For For Management 1.3 Elect Director Ana Botin For For Management 1.4 Elect Director Christopher C. Davis For For Management 1.5 Elect Director Barry Diller For For Management 1.6 Elect Director Carolyn Everson For For Management 1.7 Elect Director Helene D. Gayle For For Management 1.8 Elect Director Alexis M. Herman For For Management 1.9 Elect Director Maria Elena Lagomasino For For Management 1.10 Elect Director Amity Millhiser For For Management 1.11 Elect Director James Quincey For For Management 1.12 Elect Director Caroline J. Tsay For For Management 1.13 Elect Director David B. Weinberg For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Report on Third-Party Civil Rights Against Against Shareholder Audit 6 Issue Transparency Report on Global Against Against Shareholder Public Policy and Political Influence 7 Report on Congruency of Political Against For Shareholder Spending with Company Values and Priorities 8 Require Independent Board Chair Against Against Shareholder 9 Report on Risk Due to Restrictions on Against Against Shareholder Reproductive Rights -------------------------------------------------------------------------------- THE HERSHEY COMPANY Ticker: HSY Security ID: 427866108 Meeting Date: MAY 16, 2023 Meeting Type: Annual Record Date: MAR 20, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pamela M. Arway For For Management 1.2 Elect Director Michele G. Buck For For Management 1.3 Elect Director Victor L. Crawford For For Management 1.4 Elect Director Robert M. Dutkowsky For Withhold Management 1.5 Elect Director Mary Kay Haben For For Management 1.6 Elect Director James C. Katzman For Withhold Management 1.7 Elect Director M. Diane Koken For For Management 1.8 Elect Director Huong Maria T. Kraus For For Management 1.9 Elect Director Robert M. Malcolm For Withhold Management 1.10 Elect Director Anthony J. Palmer For Withhold Management 1.11 Elect Director Juan R. Perez For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Human Rights Impacts of Against Against Shareholder Living Wage & Income Position Statement -------------------------------------------------------------------------------- ULTA BEAUTY, INC. Ticker: ULTA Security ID: 90384S303 Meeting Date: JUN 01, 2023 Meeting Type: Annual Record Date: APR 04, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michelle L. Collins For For Management 1b Elect Director Patricia A. Little For For Management 1c Elect Director Heidi G. Petz For For Management 1d Elect Director Michael C. Smith For For Management 2 Declassify the Board of Directors For For Management 3 Provide Directors May Be Removed With For For Management or Without Cause 4 Eliminate Supermajority Vote For For Management Requirement to Amend Certificate of Incorporation 5 Eliminate Supermajority Vote For For Management Requirement to Amend Bylaws 6 Ratify Ernst & Young LLP as Auditors For For Management 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 8 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Ticker: VLO Security ID: 91913Y100 Meeting Date: MAY 09, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Fred M. Diaz For For Management 1b Elect Director H. Paulett Eberhart For For Management 1c Elect Director Marie A. Ffolkes For For Management 1d Elect Director Joseph W. Gorder For For Management 1e Elect Director Kimberly S. Greene For For Management 1f Elect Director Deborah P. Majoras For For Management 1g Elect Director Eric D. Mullins For For Management 1h Elect Director Donald L. Nickles For For Management 1i Elect Director Robert A. Profusek For For Management 1j Elect Director Randall J. Weisenburger For For Management 1k Elect Director Rayford Wilkins, Jr. For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Climate Transition Plan and Against For Shareholder GHG Emissions Reduction Targets 6 Oversee and Report a Racial Equity Against Against Shareholder Audit -------------------------------------------------------------------------------- VERTEX PHARMACEUTICALS INCORPORATED Ticker: VRTX Security ID: 92532F100 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 23, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sangeeta Bhatia For For Management 1.2 Elect Director Lloyd Carney For For Management 1.3 Elect Director Alan Garber For For Management 1.4 Elect Director Terrence Kearney For For Management 1.5 Elect Director Reshma Kewalramani For For Management 1.6 Elect Director Jeffrey Leiden For For Management 1.7 Elect Director Diana McKenzie For For Management 1.8 Elect Director Bruce Sachs For For Management 1.9 Elect Director Suketu Upadhyay For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- W.W. GRAINGER, INC. Ticker: GWW Security ID: 384802104 Meeting Date: APR 26, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Rodney C. Adkins For For Management 1b Elect Director V. Ann Hailey For For Management 1c Elect Director Katherine D. Jaspon For For Management 1d Elect Director Stuart L. Levenick For For Management 1e Elect Director D.G. Macpherson For For Management 1f Elect Director Neil S. Novich For For Management 1g Elect Director Beatriz R. Perez For For Management 1h Elect Director E. Scott Santi For For Management 1i Elect Director Susan Slavik Williams For For Management 1j Elect Director Lucas E. Watson For For Management 1k Elect Director Steven A. White For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- WEX INC. Ticker: WEX Security ID: 96208T104 Meeting Date: MAY 11, 2023 Meeting Type: Annual Record Date: MAR 22, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel Callahan For For Management 1.2 Elect Director Shikhar Ghosh For For Management 1.3 Elect Director James Groch For For Management 1.4 Elect Director James (Jim) Neary For For Management 1.5 Elect Director Melissa Smith For For Management 1.6 Elect Director Stephen Smith For For Management 1.7 Elect Director Susan Sobbott For For Management 1.8 Elect Director Regina O. Sommer For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors SIGNATURES [See General Instruction F] 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) NORTHERN LIGHTS VARIABLE TRUST By (Signature and Title)* /s/ Kevin Wolf Kevin Wolf, President Date: August 14, 2023 * Print the name and title of each signing officer under his or her signature.