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 811-21969
The GDL Fund
(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-800-422-3554
Date of fiscal year end: December 31
Date of reporting period: July 1, 2019 – June 30, 2020
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2019 TO JUNE 30, 2020
|
ProxyEdge Meeting Date Range: 07/01/2019 - 06/30/2020 The GDL Fund |
Report Date: 07/01/2020 1 |
| Investment Company Report |
| GLOBAL BRASS AND COPPER HOLDINGS, INC. | ||||||||||||
| Security | 37953G103 | Meeting Type | Special | |||||||||
| Ticker Symbol | BRSS | Meeting Date | 09-Jul-2019 | |||||||||
| ISIN | US37953G1031 | Agenda | 935050269 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Proposal to adopt the Agreement and Plan
of Merger, dated as of April 9, 2019 (the "merger agreement"), by and among Global Brass and Copper Holdings, Inc., Elephant Acquisition Corp. and Wieland-Werke Aktiengesellschaft, pursuant to which Merger Sub will be merged with and into the Company (the "merger"), with the Company surviving the merger. |
Management | For | For | ||||||||
| 2. | Proposal to approve, on an advisory (non-binding)
basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger. |
Management | For | For | ||||||||
| 3. | Proposal to approve the adjournment of
the special meeting, if necessary or appropriate as determined by the Company, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum. |
Management | For | For | ||||||||
| AQUANTIA CORP. | ||||||||||||
| Security | 03842Q108 | Meeting Type | Special | |||||||||
| Ticker Symbol | AQ | Meeting Date | 10-Jul-2019 | |||||||||
| ISIN | US03842Q1085 | Agenda | 935052910 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of May 6, 2019 (the "Merger Agreement"), by and among Marvell Technology Group Ltd., a Bermuda exempted company ("Parent"), Antigua Acquisition Corp., a Delaware corporation and wholly- owned subsidiary of Parent, and Aquantia Corp. ("Aquantia") (the "Merger Agreement Proposal"). |
Management | For | For | ||||||||
| 2. | To approve, on an advisory (non-binding)
basis, the compensation that may be paid or become payable to Aquantia's named executive officers in connection with the completion of the merger contemplated by the Merger Agreement (the "Compensation Proposal"). |
Management | For | For | ||||||||
| 3. | To adjourn the Special Meeting of Aquantia
Stockholders (the "Special Meeting"), if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the "Adjournment Proposal"). |
Management | For | For | ||||||||
| TARSUS GROUP PLC | ||||||||||||
| Security | G6513R100 | Meeting Type | Ordinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 11-Jul-2019 | ||||||||||
| ISIN | JE00B3DG9318 | Agenda | 711327305 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| S.1 | TO IMPLEMENT THE SCHEME, AS SET OUT IN
THE NOTICE OF GENERAL MEETING. INCLUDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY |
Management | For | For | ||||||||
| O.1 | TO APPROVE THE ROLLOVER ARRANGEMENTS,
AS SUMMARISED IN PART 1 (LETTER FROM THE CHAIRMAN OF THE COMMITTEE OF INDEPENDENT TARSUS DIRECTORS) OF THE SCHEME DOCUMENT, IN, OR SUBSTANTIALLY IN. SUCH FORM FOR THE PURPOSES OF RULE 16 OF THE CITY CODE ON TAKEOVERS AND MERGERS, NOTWITHSTANDING THAT SUCH ARRANGEMENTS ARE NOT EXTENDED TO ALL SHAREHOLDERS OF THE COMPANY |
Management | For | For | ||||||||
| TARSUS GROUP PLC | ||||||||||||
| Security | G6513R100 | Meeting Type | Court Meeting | |||||||||
| Ticker Symbol | Meeting Date | 11-Jul-2019 | ||||||||||
| ISIN | JE00B3DG9318 | Agenda | 711327317 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | TO APPROVE THE SCHEME | Management | For | For | ||||||||
| CMMT | PLEASE NOTE THAT ABSTAIN IS NOT A VALID
VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT. |
Non-Voting | ||||||||||
| ATLANTIC GOLD CORP | ||||||||||||
| Security | 04854Q101 | Meeting Type | Special General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 15-Jul-2019 | ||||||||||
| ISIN | CA04854Q1019 | Agenda | 711327014 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR- RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING |
Non-Voting | ||||||||||
| 1 | TO CONSIDER, PURSUANT TO AN INTERIM ORDER OF THE BRITISH COLUMBIA SUPREME COURT AND, IF DEEMED ADVISABLE, TO PASS, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX A TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR, APPROVING A STATUTORY PLAN OF ARRANGEMENT UNDER THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) PURSUANT TO WHICH 1207147 B.C. LTD., A WHOLLY-OWNED SUBSIDIARY OF ST BARBARA LIMITED, WILL, AMONG OTHER THINGS, ACQUIRE ALL OF THE ISSUED AND OUTSTANDING ATLANTIC SHARES FOR (I) CASH CONSIDERATION OF CAD2.90 PER ATLANTIC SHARE AND (II) 0.05 OF A SHARE OF 1193490 B.C. LTD. FOR EACH ATLANTIC SHARE, ALL AS MORE FULLY SET FORTH IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR |
Management | For | For | ||||||||
| CMMT | 21 JUNE 2019: PLEASE NOTE THAT THIS MEETING MENTIONS DISSENTER'S RIGHTS,-PLEASE REFER TO THE MANAGEMENT INFORMATION CIRCULAR FOR DETAILS" |
Non-Voting | ||||||||||
| CMMT | 21 JUNE 2019: PLEASE NOTE THAT THIS IS
A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. |
Non-Voting | ||||||||||
| ARATANA THERAPEUTICS, INC. | ||||||||||||
| Security | 03874P101 | Meeting Type | Special | |||||||||
| Ticker Symbol | PETX | Meeting Date | 16-Jul-2019 | |||||||||
| ISIN | US03874P1012 | Agenda | 935054875 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Merger proposal: To adopt the Agreement
and Plan of Merger (as it may be amended from time to time, the "merger agreement"), dated April 26, 2019, by and among Elanco Animal Health Incorporated, an Indiana corporation ("Elanco"), Elanco Athens Inc., a Delaware corporation and a direct wholly owned subsidiary of Elanco ("Acquisition Sub"), and Aratana Therapeutics, Inc., a Delaware corporation ("Aratana"). |
Management | For | For | ||||||||
| 2. | Adjournment proposal: To adjourn the Aratana
special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the Aratana special meeting. |
Management | For | For | ||||||||
| 3. | Non-binding, advisory merger-related compensation proposal: To approve, by non-binding, advisory vote, compensation that will or may become payable to Aratana's named executive officers in connection with the merger of Acquisition Sub with and into Aratana as contemplated by the merger agreement. |
Management | For | For | ||||||||
| PREMIER FOODS PLC | ||||||||||||
| Security | G7S17N124 | Meeting Type | Annual General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 17-Jul-2019 | ||||||||||
| ISIN | GB00B7N0K053 | Agenda | 711322658 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | TO RECEIVE THE 2018-19 ANNUAL REPORT | Management | For | For | ||||||||
| 2 | TO APPROVE THE DIRECTORS REMUNERATION REPORT |
Management | For | For | ||||||||
| 3 | TO ELECT SIMON BENTLEY AS A DIRECTOR | Management | For | For | ||||||||
| 4 | TO ELECT ORKUN KILIC AS A DIRECTOR | Management | For | For | ||||||||
| 5 | TO ELECT DANIEL WOSNER AS A DIRECTOR | Management | For | For | ||||||||
| 6 | TO RE-ELECT RICHARD HODGSON AS A DIRECTOR | Management | For | For | ||||||||
| 7 | TO RE-ELECT SHINJI HONDA AS A DIRECTOR | Management | For | For | ||||||||
| 8 | TO RE-ELECT ALASTAIR MURRAY AS A DIRECTOR | Management | For | For | ||||||||
| 9 | TO RE-ELECT PAM POWELL AS A DIRECTOR | Management | For | For | ||||||||
| 10 | TO RE-APPOINT KPMG LLP AS AUDITOR | Management | For | For | ||||||||
| 11 | TO APPROVE THE REMUNERATION OF THE AUDITOR |
Management | For | For | ||||||||
| 12 | TO APPROVE THE AUTHORITY TO MAKE POLITICAL DONATIONS |
Management | For | For | ||||||||
| 13 | TO APPROVE THE AUTHORITY TO ALLOT SHARES | Management | For | For | ||||||||
| 14 | TO APPROVE THE AUTHORITY TO DISAPPLY PRE- EMPTION RIGHTS |
Management | For | For | ||||||||
| 15 | TO APPROVE THE AUTHORITY TO DISAPPLY PRE- EMPTION RIGHTS FOR AN ACQUISITION OR A SPECIFIED CAPITAL INVESTMENT |
Management | For | For | ||||||||
| 16 | TO APPROVE THE NOTICE PERIOD FOR GENERAL MEETINGS |
Management | For | For | ||||||||
| INTERMOLECULAR,INC. | ||||||||||||
| Security | 45882D109 | Meeting Type | Special | |||||||||
| Ticker Symbol | IMI | Meeting Date | 17-Jul-2019 | |||||||||
| ISIN | US45882D1090 | Agenda | 935051968 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger
by and among EMD Group Holding II, Inc. ("Parent"), an indirect wholly owned subsidiary of Merck KGaA, Darmstadt, Germany, EMD Performance Materials Semiconductor Services Corp., a wholly owned subsidiary of Parent and Intermolecular, Inc. (the "Company"), dated May 6, 2019 (the "Merger Agreement"), and approve the transactions contemplated therein. |
Management | For | For | ||||||||
| 2. | To approve an adjournment of the Special
Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and approve the transactions contemplated therein at the time of the Special Meeting. |
Management | For | For | ||||||||
| 3. | To approve, on an advisory, non-binding
basis, compensation that will or may become payable to the Company's named executive officers in connection with the merger. |
Management | For | For | ||||||||
| WESTJET AIRLINES LTD | ||||||||||||
| Security | 960410504 | Meeting Type | Special General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 23-Jul-2019 | ||||||||||
| ISIN | CA9604105044 | Agenda | 711336518 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR- RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING |
Non-Voting | ||||||||||
| 1 | A SPECIAL RESOLUTION, THE FULL TEXT OF
WHICH IS SET FORTH AS APPENDIX B TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR DATED JUNE 19, 2019 (THE CIRCULAR) TO APPROVE A PROPOSED ARRANGEMENT INVOLVING WESTJET, KESTREL BIDCO INC. (THE PURCHASER) AND SECURITYHOLDERS OF WESTJET, PURSUANT TO SECTION 193 OF THE BUSINESS CORPORATIONS ACT (ALBERTA), WHEREBY THE PURCHASER, AMONG OTHER THINGS, WILL ACQUIRE ALL OF THE ISSUED AND OUTSTANDING COMMON VOTING SHARES AND VARIABLE VOTING SHARES OF WESTJET FOR CONSIDERATION OF CAD31.00 PER SHARE, ALL AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING CIRCULAR |
Management | For | For | ||||||||
| CMMT | PLEASE NOTE THAT THE VOTING OPTIONS 'YES' MEANS 'FAVOUR' AND 'NO' MEANS-'AGAINST' FOR RESOLUTION NUMBER 2. THANK YOU |
Non-Voting | ||||||||||
| 2 | THE UNDERSIGNED CERTIFIES THAT IT HAS
MADE REASONABLE INQUIRIES AS TO THE CANADIAN STATUS OF THE REGISTERED HOLDER AND THE BENEFICIAL OWNER OF THE SHARES REPRESENTED BY THIS PROXY AND HAS READ THE DEFINITIONS FOUND ON THE REVERSE SIDE SO AS TO MAKE AN ACCURATE DECLARATION OF STATUS. THE UNDERSIGNED HEREBY CERTIFIES THAT THE SHARES REPRESENTED BY THIS PROXY ARE OWNED AND CONTROLLED BY A CANADIAN |
Management | Abstain | |||||||||
| CMMT | PLEASE NOTE THAT THIS MEETING MENTIONS DISSENTER'S RIGHTS, PLEASE REFER TO-THE MANAGEMENT INFORMATION CIRCULAR FOR DETAILS |
Non-Voting | ||||||||||
| OAKTREE CAPITAL GROUP, LLC | ||||||||||||
| Security | 674001201 | Meeting Type | Consent | |||||||||
| Ticker Symbol | OAK | Meeting Date | 23-Jul-2019 | |||||||||
| ISIN | US6740012017 | Agenda | 935057198 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Adoption of the Agreement and Plan of
Merger, by and among Oaktree, Brookfield, Oslo Holdings LLC, a Delaware limited liability company ("SellerCo"), Oslo Holdings Merger Sub LLC, a Delaware limited liability company ("Seller MergerCo"), and Berlin Merger Sub, LLC, a Delaware limited liability company ("Berlin Merger Sub"), pursuant to which (i) Berlin Merger Sub will merge with and into Oaktree (the "initial merger"), with Oaktree surviving such merger and (ii) SellerCo will merge with and into Seller MergerCo. |
Management | For | For | ||||||||
| 2. | Adoption of following resolution, on a
non-binding, advisory basis: "RESOLVED, that the compensation that will or may be made to Oaktree's named executive officers in connection with mergers, & agreements or understandings pursuant to which such compensation will or may be made, in each case, as disclosed pursuant to Item 402(t) of Regulation S-K under heading "Special Factors-Interests of Oaktree Directors & Executive Officers in the Mergers" beginning on page 97 of the consent solicitation statement/prospectus, which is part of Registration Statement. |
Management | For | For | ||||||||
| MELLANOX TECHNOLOGIES LTD. | ||||||||||||
| Security | M51363113 | Meeting Type | Annual | |||||||||
| Ticker Symbol | MLNX | Meeting Date | 25-Jul-2019 | |||||||||
| ISIN | IL0011017329 | Agenda | 935056994 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1a. | Election of Director: Glenda Dorchak | Management | For | For | ||||||||
| 1b. | Election of Director: Irwin Federman | Management | For | For | ||||||||
| 1c. | Election of Director: Amal M. Johnson | Management | For | For | ||||||||
| 1d. | Election of Director: Jack Lazar | Management | For | For | ||||||||
| 1e. | Election of Director: Jon A. Olson | Management | For | For | ||||||||
| 1f. | Election of Director: Umesh Padval | Management | For | For | ||||||||
| 1g. | Election of Director: David Perlmutter | Management | For | For | ||||||||
| 1h. | Election of Director: Steve Sanghi | Management | For | For | ||||||||
| 1i. | Election of Director: Eyal Waldman | Management | For | For | ||||||||
| 1j. | Election of Director: Gregory Waters | Management | For | For | ||||||||
| 2. | Advisory vote to approve the compensation
of the Company's named executive officers ("say-on-pay vote") as disclosed in the compensation discussion and analysis, compensation tables and narrative discussion set forth in the proxy statement. |
Management | For | For | ||||||||
| 3. | Approval of the Fourth Restated Plan. | Management | Against | Against | ||||||||
| 4. | Approval of certain changes to the annual
retainer fees and equity awards to the Company's non-employee directors. |
Management | For | For | ||||||||
| 5a. | Do you have a Personal Interest (as defined
in the Proxy Statement) with regards to Proposal 5b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
Management | For | |||||||||
| 5b. | Approval of the Company's Compensation Philosophy. | Management | For | For | ||||||||
| 6. | Approval of the appointment of EY Israel
as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019 and authorization of audit committee to determine its fiscal 2019 remuneration in accordance with the volume and nature of its services. |
Management | For | For | ||||||||
| ZAYO GROUP HOLDINGS INC | ||||||||||||
| Security | 98919V105 | Meeting Type | Special | |||||||||
| Ticker Symbol | ZAYO | Meeting Date | 26-Jul-2019 | |||||||||
| ISIN | US98919V1052 | Agenda | 935058556 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Approval of the proposal to adopt the merger agreement. | Management | For | For | ||||||||
| 2. | The approval, on a non-binding advisory
basis, of the golden parachute compensation that will or may be received by the Company's named executive officers in connection with the merger. |
Management | For | For | ||||||||
| 3. | The proposal to approve one or more adjournments
of the special meeting, if necessary or appropriate and permitted under the merger agreement. |
Management | For | For | ||||||||
| BCA MARKETPLACE PLC | ||||||||||||
| Security | G1094F104 | Meeting Type | Ordinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 29-Jul-2019 | ||||||||||
| ISIN | GB00BP0S1D85 | Agenda | 711395601 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | 1.(A) TO AUTHORISE THE DIRECTORS TO TAKE
ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT. (B) TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY TO ADOPT NEW ARTICLE 130 |
Management | For | For | ||||||||
| BCA MARKETPLACE PLC | ||||||||||||
| Security | G1094F104 | Meeting Type | Court Meeting | |||||||||
| Ticker Symbol | Meeting Date | 29-Jul-2019 | ||||||||||
| ISIN | GB00BP0S1D85 | Agenda | 711405250 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT ABSTAIN IS NOT A VALID
VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT |
Non-Voting | ||||||||||
| 1 | FOR THE PURPOSE OF CONSIDERING, AND IF THOUGHT FIT, APPROVING (WITH OR WITHOUT MODIFICATION) THE PROPOSED SCHEME (AS DEFINED IN THE SCHEME CIRCULAR AND REFERRED TO IN THE NOTICE CONVENING THE COURT MEETING) AND AT SUCH MEETING, OR ANY ADJOURNMENT THEREOF |
Management | For | For | ||||||||
| CONTROL4 CORPORATION | ||||||||||||
| Security | 21240D107 | Meeting Type | Special | |||||||||
| Ticker Symbol | CTRL | Meeting Date | 30-Jul-2019 | |||||||||
| ISIN | US21240D1072 | Agenda | 935056716 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of May 8, 2019 (as it may be amended from time to time, the "merger agreement"), by and among Control4 Corporation, a Delaware corporation (the "Company"), Wirepath Home Systems, LLC, a North Carolina limited liability company ("Parent"), and Copper Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company (the "merger"). |
Management | For | For | ||||||||
| 2. | To approve, on an advisory (non-binding)
basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger. |
Management | For | For | ||||||||
| 3. | To approve the adjournment of the special
meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. |
Management | For | For | ||||||||
| BUCKEYE PARTNERS, L.P. | ||||||||||||
| Security | 118230101 | Meeting Type | Special | |||||||||
| Ticker Symbol | BPL | Meeting Date | 31-Jul-2019 | |||||||||
| ISIN | US1182301010 | Agenda | 935058227 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | The approval of (i) the Agreement and
Plan of Merger, dated as of May 10, 2019, by and among Buckeye Partners, L.P., a DE limited partnership, Hercules Intermediate Holdings LLC, a DE limited liability company ("Parent"), Hercules Merger Sub LLC, a DE limited liability company and a wholly owned subsidiary of Parent, Buckeye Pipe Line Services Company, a PA corporation, and Buckeye GP LLC, a DE limited liability company and the general partner of Buckeye Partners, L.P. and (ii) the transactions contemplated by the Agreement and Plan of Merger. |
Management | For | For | ||||||||
| 2. | The approval, in a nonbinding advisory
vote, of the compensation that may be paid or may become payable to Buckeye Partners, L.P.'s named executive officers in connection with, or following, the consummation of the merger contemplated by the Agreement and Plan of Merger. |
Management | For | For | ||||||||
| ENTEGRA FINANCIAL CORP. | ||||||||||||
| Security | 29363J108 | Meeting Type | Annual | |||||||||
| Ticker Symbol | ENFC | Meeting Date | 01-Aug-2019 | |||||||||
| ISIN | US29363J1088 | Agenda | 935058683 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To approve the Agreement and Plan of Merger,
by and among First Citizens BancShares, Inc., First-Citizens Bank & Trust Company ("First Citizens Bank"), FC Merger Subsidiary VII, Inc. ("Merger Sub"), and the Company, pursuant to which Merger Sub will merge with and into the Company ("Merger"), with the Company surviving the Merger and becoming a wholly owned subsidiary of First Citizens Bank, after which the Company will merge with and into First Citizens Bank ("Second Step Merger"), with First Citizens Bank surviving the Second Step Merger. |
Management | For | For | ||||||||
| 2. | To adjourn or postpone the Annual Meeting
to a later time and place, if necessary or appropriate, including for the purpose of permitting the solicitation of additional proxies in favor of the proposal to approve the Merger Agreement. |
Management | For | For | ||||||||
| 3a. | Election of Director to serve for the
terms specified in the Proxy Statement dated June 25, 2019: Ronald D. Beale |
Management | For | For | ||||||||
| 3b. | Election of Director to serve for the
terms specified in the Proxy Statement dated June 25, 2019: R. Matt Dunbar |
Management | For | For | ||||||||
| 3c. | Election of Director to serve for the
terms specified in the Proxy Statement dated June 25, 2019: Roger D. Plemens |
Management | For | For | ||||||||
| 4. | To ratify the appointment of Dixon Hughes
Goodman LLP as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2019. |
Management | For | For | ||||||||
| PANALPINA WELTTRANSPORT (HOLDING) AG | ||||||||||||
| Security | H60147107 | Meeting Type | ExtraOrdinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 06-Aug-2019 | ||||||||||
| ISIN | CH0002168083 | Agenda | 711432194 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT THE NOTICE FOR THIS MEETING WAS RECEIVED AFTER THE- REGISTRATION DEADLINE. IF YOUR SHARES WERE REGISTERED PRIOR TO THE DEADLINE-OF 12 JUL 2019, YOUR VOTING INSTRUCTIONS WILL BE ACCEPTED FOR THIS MEETING.-HOWEVER, VOTING INSTRUCTIONS FOR SHARES THAT WERE NOT REGISTERED PRIOR TO THE-REGISTRATION DEADLINE WILL NOT BE ACCEPTED |
Non-Voting | ||||||||||
| 1 | ANNULMENT OF THE RESTRICTION ON TRANSFERABILITY OF REGISTERED SHARES AND THE MAXIMUM VOTING MAJORITY CLAUSE |
Management | No Action | |||||||||
| 2.1 | ELECTION OF KURT K. LARSEN AS A DIRECTOR AND CHAIRMAN OF THE BOARD OF DIRECTORS |
Management | No Action | |||||||||
| 2.2 | ELECTION OF THOMAS PLENBORG AS MEMBER
OF THE BOARD OF DIRECTORS |
Management | No Action | |||||||||
| 2.3 | ELECTION OF JENS BJRN ANDERSEN AS MEMBER OF THE BOARD OF DIRECTORS |
Management | No Action | |||||||||
| 2.4 | ELECTION OF JENS H. LUND AS MEMBER OF
THE BOARD OF DIRECTORS |
Management | No Action | |||||||||
| 3.1 | APPOINT JENS ANDERSEN AS MEMBER OF THE COMPENSATION COMMITTEE |
Management | No Action | |||||||||
| 3.2 | APPOINT JENS LUND AS MEMBER OF THE COMPENSATION COMMITTEE |
Management | No Action | |||||||||
| CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO- BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. |
Non-Voting | ||||||||||
| THESTREET, INC. | ||||||||||||
| Security | 88368Q202 | Meeting Type | Special | |||||||||
| Ticker Symbol | TST | Meeting Date | 07-Aug-2019 | |||||||||
| ISIN | US88368Q2021 | Agenda | 935062505 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of June 11, 2019, as amended by Amendment No. 1, dated July 12, 2019 (as may be amended from time to time, the "Merger Agreement"), by and among TheStreet, Inc., Maven, Inc. and TST Acquisition Co., Inc. |
Management | For | For | ||||||||
| 2. | To approve, on a non-binding, advisory
basis, the compensation that may be paid or become payable to certain of TheStreet, Inc.'s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. |
Management | For | For | ||||||||
| 3. | To approve an adjournment of the special
meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the special meeting. |
Management | For | For | ||||||||
| ANADARKO PETROLEUM CORPORATION | ||||||||||||
| Security | 032511107 | Meeting Type | Special | |||||||||
| Ticker Symbol | APC | Meeting Date | 08-Aug-2019 | |||||||||
| ISIN | US0325111070 | Agenda | 935062531 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of May 9, 2019, by and among Occidental Petroleum Corporation, Baseball Merger Sub 1, Inc. and Anadarko Petroleum Corporation ("Anadarko"). |
Management | For | For | ||||||||
| 2. | To approve, on a non-binding advisory
basis, the compensation that may be paid or become payable to Anadarko's named executive officers that is based on or otherwise related to the proposed transactions. |
Management | For | For | ||||||||
| MEDIDATA SOLUTIONS, INC. | ||||||||||||
| Security | 58471A105 | Meeting Type | Special | |||||||||
| Ticker Symbol | MDSO | Meeting Date | 16-Aug-2019 | |||||||||
| ISIN | US58471A1051 | Agenda | 935064941 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | A proposal to adopt the Agreement and
Plan of Merger (as it may be amended from time to time, the "merger agreement"), dated as of June 11, 2019, by and among Medidata Solutions, Inc., Dassault Systèmes SE, Dassault Systèmes Americas Corp., and 3DS Acquisition 6 Corp. |
Management | For | For | ||||||||
| 2. | A proposal to approve, on an advisory
(non-binding) basis, specified compensation that may be paid or become payable to Medidata Solutions, Inc.'s principal executive officers, principal financial officer and three most highly compensated executive officers other than the principal executive officers and principal financial officer in connection with the merger. |
Management | For | For | ||||||||
| 3. | A proposal to approve the adjournment
of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. |
Management | For | For | ||||||||
| AMERIGAS PARTNERS, L.P. | ||||||||||||
| Security | 030975106 | Meeting Type | Special | |||||||||
| Ticker Symbol | APU | Meeting Date | 21-Aug-2019 | |||||||||
| ISIN | US0309751065 | Agenda | 935061957 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To approve the Agreement and Plan of Merger,
dated as of April 1,2019 (as may be amended from time to time, the "merger agreement"), by and among UGI Corporation, AmeriGas Propane Holdings, Inc., AmeriGas Propane Holdings, LLC ("Merger Sub"), AmeriGas Partners, L.P. ("AmeriGas") and AmeriGas Propane, Inc., the general partner of AmeriGas, and transactions contemplated thereby, including the merger of Merger Sub with and into AmeriGas, with AmeriGas continuing as the surviving entity and an indirect, wholly owned subsidiary of UGI (the "merger"). |
Management | For | For | ||||||||
| 2. | To approve the adjournment of the special
meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the merger agreement and the transactions contemplated thereby, including the merger, at the time of the special meeting. |
Management | For | For | ||||||||
| 3. | To approve, by a non-binding advisory
vote, the compensation arrangements disclosed in the proxy statement/prospectus that may be payable to AmeriGas' named executive officers in connection with the completion of the merger. |
Management | For | For | ||||||||
| ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD | ||||||||||||
| Security | G0534R108 | Meeting Type | Court Meeting | |||||||||
| Ticker Symbol | Meeting Date | 23-Aug-2019 | ||||||||||
| ISIN | BMG0534R1088 | Agenda | 711466070 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- https://www1.hkexnews.hk/listedco/listconews/sehk/2019/ 0730/ltn201907301009.pd-f AND- https://www1.hkexnews.hk/listedco/listconews/sehk/2019/ 0730/ltn201907301003.pd-f |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR- RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING |
Non-Voting | ||||||||||
| 1 | FOR THE PURPOSE OF CONSIDERING AND, IF THOUGHT FIT, APPROVING THE SCHEME OF ARRANGEMENT (WITH OR WITHOUT MODIFICATION) (THE "SCHEME") DATED 31 JULY 2019 BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS AS REFERRED TO IN THE NOTICE DATED 31 JULY 2019 CONVENING THE COURT MEETING (THE "NOTICE") AND AT THE COURT MEETING (OR AT ANY ADJOURNMENT THEREOF) |
Management | For | For | ||||||||
| ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LTD | ||||||||||||
| Security | G0534R108 | Meeting Type | Special General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 23-Aug-2019 | ||||||||||
| ISIN | BMG0534R1088 | Agenda | 711466082 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- https://www1.hkexnews.hk/listedco/listconews/sehk/2019/ 0730/ltn201907301015.pd-f AND- https://www1.hkexnews.hk/listedco/listconews/sehk/2019/ 0730/ltn201907301021.pd-f |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR- ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING |
Non-Voting | ||||||||||
| S.1 | SUBJECT TO THE APPROVAL OF THE SCHEME
OF ARRANGEMENT BETWEEN THE COMPANY AND THE HOLDERS OF THE SCHEME SHARES (AS DEFINED IN THE NOTICE), FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME, TO APPROVE (I) THE REDUCTION OF THE ISSUED SHARE CAPITAL OF THE COMPANY; AND (II) THE APPLICATION BY THE COMPANY OF THE CREDIT ARISING IN ITS BOOKS OF ACCOUNT AS A RESULT OF THE REDUCTION OF CAPITAL TO A RESERVE ACCOUNT IN THE BOOKS OF ACCOUNT OF THE COMPANY, TO APPROVE THE WITHDRAWAL OF THE LISTING OF THE SHARES IN THE CAPITAL OF THE COMPANY ON THE STOCK EXCHANGE OF HONG KONG LIMITED, SUBJECT TO THE SCHEME TAKING EFFECT AND TO AUTHORISE THE DIRECTORS OF THE COMPANY TO DO ALL OTHER ACTS AND THINGS AS CONSIDERED BY THEM TO BE NECESSARY OR DESIRABLE IN CONNECTION WITH THE IMPLEMENTATION OF THE SCHEME |
Management | For | For | ||||||||
| O.1 | TO APPROVE THE ROLL-OVER ARRANGEMENTS BETWEEN THE OFFEROR AND THE PARTICIPATING MANAGEMENT SHAREHOLDERS (AS DEFINED IN THE SCHEME) UNDER THE ROLL-OVER AGREEMENT ENTERED INTO AMONG THEM ON 25 JUNE 2019 |
Management | For | For | ||||||||
| TRANSAT A.T. INC | ||||||||||||
| Security | 89351T401 | Meeting Type | Special General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 23-Aug-2019 | ||||||||||
| ISIN | CA89351T4019 | Agenda | 711469797 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTIONS 1 AND 3. THANK YOU |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT
TO MEETING ID 271398 DUE TO RECEIPT OF- RESOLUTION 2 AS SINGLE RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING- WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.-THANK YOU |
Non-Voting | ||||||||||
| 1 | TO CONSIDER, AND, IF DEEMED ADVISABLE,
TO PASS, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN SCHEDULE A OF THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR (THE "CIRCULAR"), TO APPROVE AN ARRANGEMENT PURSUANT TO SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT INVOLVING TRANSAT AND AIR CANADA, THE WHOLE AS DESCRIBED IN THE CIRCULAR |
Management | For | For | ||||||||
| CMMT | "FOR" = CANADIAN, "AGAINST"
= NON-CANADIAN HOLDER AUTHORIZED TO PROVIDE AIR-SERVICE, "ABSTAIN" = NON-CANADIAN WHO IS NOT A NON- CANADIAN HOLDER AUTHORIZED-TO PROVIDE AIR SERVICE |
Non-Voting | ||||||||||
| 2 | DECLARATION OF OWNERSHIP AND CONTROL THE UNDERSIGNED CERTIFIES THAT IT HAS MADE REASONABLE INQUIRIES AS TO THE CANADIAN STATUS OF THE OWNER AND PERSON IN CONTROL OF THE SHARES REPRESENTED BY THIS VOTING INSTRUCTION FORM AND HAS READ THE DEFINITIONS FOUND ON THE FORM SO AS TO MAKE AN ACCURATE DECLARATION OF OWNERSHIP AND CONTROL. THE UNDERSIGNED HEREBY CERTIFIES THAT THE SHARES REPRESENTED BY THIS VOTING INSTRUCTION FORM ARE OWNED AND CONTROLLED BY: NOTE: "FOR" = CANADIAN, "AGAINST" = NON-CANADIAN HOLDER AUTHORIZED TO PROVIDE AIR SERVICE, "ABSTAIN" = NON-CANADIAN WHO IS NOT A NON- CANADIAN HOLDER AUTHORIZED TO PROVIDE AIR SERVICE |
Management | Abstain | Against | ||||||||
| CMMT | "FOR" = YES, "AGAINST"
= NO, AND IF NOT MARKED WILL BE TREATED AS A NO VOTE |
Non-Voting | ||||||||||
| 3 | DECLARATION AS TO THE LEVEL OF OWNERSHIP THE UNDERSIGNED HEREBY CERTIFIES THAT THE SHARES OWNED AND CONTROLLED BY THE UNDERSIGNED, INCLUDING THE SHARES HELD BY PERSONS IN AFFILIATION WITH THE UNDERSIGNED, REPRESENT 10% OR MORE OF TRANSAT'S ISSUED AND OUTSTANDING SHARES. NOTE: "FOR" = YES, "AGAINST" = NO, AND IF NOT MARKED WILL BE TREATED AS A NO VOTE |
Management | Against | |||||||||
| CMMT | PLEASE NOTE THAT THIS MEETING MENTIONS DISSENTER'S RIGHTS, PLEASE REFER TO-THE MANAGEMENT INFORMATION CIRCULAR FOR DETAILS |
Non-Voting | ||||||||||
| CRAY INC. | ||||||||||||
| Security | 225223304 | Meeting Type | Special | |||||||||
| Ticker Symbol | CRAY | Meeting Date | 27-Aug-2019 | |||||||||
| ISIN | US2252233042 | Agenda | 935058241 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To approve the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of May 16, 2019, by and among Hewlett Packard Enterprise Company, a Delaware corporation ("HPE"), Canopy Merger Sub, Inc., a Washington corporation and wholly owned subsidiary of HPE, and Cray Inc., a Washington corporation ("Cray"), as such agreement may be amended from time to time. |
Management | For | For | ||||||||
| 2. | To approve, on a non-binding advisory
basis, certain compensation that may be paid or become payable to Cray's named executive officers in connection with the merger. |
Management | For | For | ||||||||
| 3. | To approve the adjournment of the special
meeting to a later date if Cray's board of directors determines that it is necessary or appropriate, and is permitted by the Merger Agreement, to solicit additional proxies if there is not a quorum present or there are not sufficient votes in favor of the approval of the Merger Agreement at the time of the special meeting. |
Management | For | For | ||||||||
| CYPRESS SEMICONDUCTOR CORPORATION | ||||||||||||
| Security | 232806109 | Meeting Type | Special | |||||||||
| Ticker Symbol | CY | Meeting Date | 27-Aug-2019 | |||||||||
| ISIN | US2328061096 | Agenda | 935063987 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of June 3, 2019, as it may be amended or modified from time to time, among Cypress Semiconductor Corporation ("Cypress"), Infineon Technologies AG and IFX Merger Sub Inc. (the "merger agreement") and the merger described therein. |
Management | For | For | ||||||||
| 2. | To approve, on a non-binding, advisory
basis, certain compensation that will or may be paid by Cypress to its named executive officers that is based on or otherwise relates to the merger. |
Management | For | For | ||||||||
| 3. | To approve any proposal to adjourn the
special meeting from time to time, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the merger agreement. |
Management | For | For | ||||||||
| WAGEWORKS, INC. | ||||||||||||
| Security | 930427109 | Meeting Type | Special | |||||||||
| Ticker Symbol | WAGE | Meeting Date | 28-Aug-2019 | |||||||||
| ISIN | US9304271094 | Agenda | 935067478 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To consider and vote on a proposal to
adopt the Agreement and Plan of Merger, dated as of June 26, 2019 by and among WageWorks, Inc., a Delaware corporation, HealthEquity, Inc., a Delaware corporation ("HealthEquity"), and Pacific Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of HealthEquity ("Merger Sub"), pursuant to which Merger Sub will be merged with and into WageWorks (the "merger") and WageWorks will survive the merger and become a wholly owned subsidiary of HealthEquity. |
Management | For | For | ||||||||
| 2. | To approve the adjournment of the special
meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. |
Management | For | For | ||||||||
| 3. | To approve, on an advisory (non-binding)
basis, certain compensation that will or may become payable to the named executive officers of WageWorks in connection with the merger. |
Management | For | For | ||||||||
| SHUTTERFLY, INC. | ||||||||||||
| Security | 82568P304 | Meeting Type | Special | |||||||||
| Ticker Symbol | SFLY | Meeting Date | 28-Aug-2019 | |||||||||
| ISIN | US82568P3047 | Agenda | 935067973 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Adopt Agreement and Plan of Merger, among
Photo Holdings, LLC, a Delaware limited liability company ("Newco"), Photo Holdings Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Newco, and Shutterfly, Inc., a Delaware corporation ("Shutterfly"), as such agreement may be amended from time to time. Upon the terms and subject to the conditions of the Merger Agreement, if the merger is completed, Merger Sub will merge with & into Shutterfly (the "Merger"), and Shutterfly will continue as surviving corporation. |
Management | For | For | ||||||||
| 2. | To approve, on a non-binding advisory
basis, the compensation that may be paid or become payable to Shutterfly's named executive officers that is based on or otherwise relates to the Merger. |
Management | For | For | ||||||||
| 3. | To approve the adjournment of the special
meeting to a later date or dates, if Shutterfly's board of directors determines that it is necessary or appropriate and is permitted by the Merger Agreement, to solicit additional proxies if (a) there is not a quorum present or represented by proxy or (b) there are insufficient votes to adopt the Merger Agreement, in each case, at the time of then-scheduled special meeting, or to give holders of Shutterfly's common stock additional time to evaluate new material information or disclosure. |
Management | For | For | ||||||||
| WESSANEN NV | ||||||||||||
| Security | N95242165 | Meeting Type | ExtraOrdinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 29-Aug-2019 | ||||||||||
| ISIN | NL0000395317 | Agenda | 711431003 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO- BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. |
Non-Voting | ||||||||||
| 1 | OPENING | Non-Voting | ||||||||||
| 2 | EXPLANATION OF THE RECOMMENDED CASH OFFER |
Non-Voting | ||||||||||
| 3 | POST-CLOSING RESTRUCTURING RESOLUTION | Management | No Action | |||||||||
| 4 | APPOINTMENT OF MR DE GANTES AS MEMBER
OF THE EXECUTIVE BOARD |
Management | No Action | |||||||||
| 5.A | CONDITIONAL APPOINTMENT OF MRS D'ENGREMONT AS MEMBER OF THE SUPERVISORY BOARD |
Management | No Action | |||||||||
| 5.B | CONDITIONAL APPOINTMENT OF MR MONIER AS MEMBER OF THE SUPERVISORY BOARD |
Management | No Action | |||||||||
| 5.C | CONDITIONAL APPOINTMENT OF MRS SIMONSE
AS MEMBER OF THE SUPERVISORY BOARD |
Management | No Action | |||||||||
| 5.D | CONDITIONAL APPOINTMENT OF MR JOBSON AS MEMBER OF THE SUPERVISORY BOARD |
Management | No Action | |||||||||
| 5.E | CONDITIONAL APPOINTMENT OF MR SUBERBIELLE AS MEMBER OF THE SUPERVISORY BOARD |
Management | No Action | |||||||||
| 6 | CONDITIONAL GRANTING OF FULL AND FINAL DISCHARGE FROM LIABILITY TO ALL MEMBERS OF THE SUPERVISORY BOARD |
Management | No Action | |||||||||
| 7 | CONDITIONAL GRANTING OF FULL AND FINAL DISCHARGE FROM LIABILITY TO THE MEMBERS OF THE EXECUTIVE BOARD |
Management | No Action | |||||||||
| 8 | CONDITIONAL CONVERSION AND AMENDMENT ARTICLES OF ASSOCIATION OF WESSANEN |
Management | No Action | |||||||||
| 9 | QUESTIONS AND CLOSE OF THE MEETING | Non-Voting | ||||||||||
| HYDROGENICS CORPORATION | ||||||||||||
| Security | 448883207 | Meeting Type | Special | |||||||||
| Ticker Symbol | HYGS | Meeting Date | 29-Aug-2019 | |||||||||
| ISIN | CA4488832078 | Agenda | 935064535 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | The special resolution, the full text
of which is set forth in Appendix "B" to the Circular, approving a plan of arrangement under section 192 of the Canada Business Corporations Act, involving Cummins Inc., Atlantis AcquisitionCo Canada Corporation and the Company, all as more particularly described in the Circular. |
Management | For | For | ||||||||
| ASV HOLDINGS, INC | ||||||||||||
| Security | 00215L104 | Meeting Type | Special | |||||||||
| Ticker Symbol | ASV | Meeting Date | 04-Sep-2019 | |||||||||
| ISIN | US00215L1044 | Agenda | 935067505 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt and approve the Agreement and
Plan of Merger (as it may be amended from time to time, the "Merger Agreement") entered into on June 26, 2019 among ASV Holdings, Inc. ("ASV"), Yanmar America Corporation, a Georgia corporation ("Yanmar"), Osaka Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Yanmar ("Merger Sub"), and (solely for the purposes specified in the Merger Agreement) Yanmar Co., Ltd., a company organized under the laws of Japan, and the transactions contemplated by the Merger Agreement. |
Management | For | For | ||||||||
| 2. | To adjourn the ASV special meeting, if
necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt and approve the Merger Agreement and the transactions contemplated by the Merger Agreement if there are insufficient votes at the time of such adjournment to approve such proposal. |
Management | For | For | ||||||||
| DEL FRISCO'S RESTAURANT GROUP INC. | ||||||||||||
| Security | 245077102 | Meeting Type | Special | |||||||||
| Ticker Symbol | DFRG | Meeting Date | 04-Sep-2019 | |||||||||
| ISIN | US2450771025 | Agenda | 935069030 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of June 23, 2019, by and among Del Frisco's Restaurant Group, Inc., Harlan Parent, Inc. and Harlan Merger Sub, Inc. (the "Merger Agreement"). |
Management | For | For | ||||||||
| 2. | To approve, on an advisory (non-binding)
basis, the compensation that may be paid or become payable to Del Frisco's Restaurant Group, Inc.'s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. |
Management | For | For | ||||||||
| 3. | To approve any proposal to adjourn the
Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement. |
Management | For | For | ||||||||
| SPARK THERAPEUTICS, INC. | ||||||||||||
| Security | 84652J103 | Meeting Type | Annual | |||||||||
| Ticker Symbol | ONCE | Meeting Date | 05-Sep-2019 | |||||||||
| ISIN | US84652J1034 | Agenda | 935063494 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | DIRECTOR | Management | ||||||||||
| 1 | Anand Mehra, MD | For | For | |||||||||
| 2 | Robert J. Perez | For | For | |||||||||
| 3 | Lota Zoth | For | For | |||||||||
| 2. | To approve, on an advisory basis, the
compensation paid to the Company's named executive officers. |
Management | For | For | ||||||||
| 3. | To ratify the appointment of KPMG LLP
as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. |
Management | For | For | ||||||||
| SOTHEBY'S | ||||||||||||
| Security | 835898107 | Meeting Type | Special | |||||||||
| Ticker Symbol | BID | Meeting Date | 05-Sep-2019 | |||||||||
| ISIN | US8358981079 | Agenda | 935070134 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To consider and vote on a proposal to
adopt the Agreement and Plan of Merger, dated as of June 16, 2019, as it may be amended from time to time (the "merger agreement"), by and among Sotheby's, BidFair USA LLC, ("Parent"), and BidFair MergeRight Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the merger agreement, Merger Sub will be merged with and into Sotheby's (the "merger"), with Sotheby's continuing as the surviving corporation and a wholly owned subsidiary of Parent. |
Management | For | For | ||||||||
| 2. | To consider and vote on a proposal to
approve, by non- binding, advisory vote, certain compensation arrangements for Sotheby's named executive officers in connection with the merger. |
Management | For | For | ||||||||
| GREENE KING PLC | ||||||||||||
| Security | G40880133 | Meeting Type | Annual General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 06-Sep-2019 | ||||||||||
| ISIN | GB00B0HZP136 | Agenda | 711488432 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | ACCEPT FINANCIAL STATEMENTS AND STATUTORY REPORTS |
Management | For | For | ||||||||
| 2 | APPROVE REMUNERATION REPORT | Management | For | For | ||||||||
| 3 | APPROVE FINAL DIVIDEND | Management | For | For | ||||||||
| 4 | RE-ELECT MIKE COUPE AS DIRECTOR | Management | For | For | ||||||||
| 5 | RE-ELECT GORDON FRYETT AS DIRECTOR | Management | For | For | ||||||||
| 6 | RE-ELECT ROB ROWLEY AS DIRECTOR | Management | For | For | ||||||||
| 7 | RE-ELECT RICHARD SMOTHERS AS DIRECTOR | Management | For | For | ||||||||
| 8 | RE-ELECT LYNNE WEEDALL AS DIRECTOR | Management | For | For | ||||||||
| 9 | RE-ELECT PHILIP YEA AS DIRECTOR | Management | For | For | ||||||||
| 10 | ELECT NICK MACKENZIE AS DIRECTOR | Management | For | For | ||||||||
| 11 | ELECT SANDRA TURNER AS DIRECTOR | Management | For | For | ||||||||
| 12 | REAPPOINT ERNST YOUNG LLP AS AUDITORS | Management | For | For | ||||||||
| 13 | AUTHORISE BOARD TO FIX REMUNERATION OF AUDITORS |
Management | For | For | ||||||||
| 14 | AUTHORISE ISSUE OF EQUITY | Management | For | For | ||||||||
| 15 | AUTHORISE ISSUE OF EQUITY WITHOUT PRE- EMPTIVE RIGHTS |
Management | For | For | ||||||||
| 16 | AUTHORISE MARKET PURCHASE OF ORDINARY SHARES |
Management | For | For | ||||||||
| 17 | AUTHORISE THE COMPANY TO CALL GENERAL MEETING WITH TWO WEEKS' NOTICE |
Management | For | For | ||||||||
| ACACIA COMMUNICATIONS, INC. | ||||||||||||
| Security | 00401C108 | Meeting Type | Special | |||||||||
| Ticker Symbol | ACIA | Meeting Date | 06-Sep-2019 | |||||||||
| ISIN | US00401C1080 | Agenda | 935071059 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of July 8, 2019, as it may be amended from time to time, by and among Acacia Communications, Inc., Cisco Systems, Inc., and Amarone Acquisition Corp. |
Management | For | For | ||||||||
| 2. | To approve, on a nonbinding advisory basis,
the compensation that may be payable to Acacia Communications, Inc.'s named executive officers in connection with the merger. |
Management | For | For | ||||||||
| 3. | To approve the adjournment of the special
meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Agreement and Plan of Merger. |
Management | For | For | ||||||||
| BCA MARKETPLACE PLC | ||||||||||||
| Security | G1094F104 | Meeting Type | Annual General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 16-Sep-2019 | ||||||||||
| ISIN | GB00BP0S1D85 | Agenda | 711513160 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | THAT THE AUDITED ACCOUNTS AND FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED 31 MARCH 2019, TOGETHER WITH THE DIRECTORS' REPORT AND AUDITOR'S REPORT THEREON, BE RECEIVED |
Management | For | For | ||||||||
| 2 | TO APPROVE THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 MARCH 2019 SET OUT ON PAGES 70 TO 74 OF THE COMPANY'S ANNUAL REPORT AND ACCOUNTS |
Management | Against | Against | ||||||||
| 3 | TO APPROVE A FINAL DIVIDEND OF 6.65 PENCE PER ORDINARY SHARE OF 1P IN THE CAPITAL OF THE COMPANY ("ORDINARY SHARES"), PAYABLE ON 30 SEPTEMBER 2019 TO SHAREHOLDERS ON THE REGISTER OF MEMBERS AT THE CLOSE OF BUSINESS ON 20 SEPTEMBER 2019 |
Management | For | For | ||||||||
| 4 | THAT AVRIL PALMER-BAUNACK BE RE-ELECTED
AS A DIRECTOR |
Management | For | For | ||||||||
| 5 | THAT TIM LAMPERT BE RE-ELECTED AS A DIRECTOR |
Management | For | For | ||||||||
| 6 | THAT STEPHEN GUTTERIDGE BE RE-ELECTED
AS A DIRECTOR |
Management | For | For | ||||||||
| 7 | THAT PIET COELEWIJ BE RE-ELECTED AS A DIRECTOR |
Management | For | For | ||||||||
| 8 | THAT JON KAMALUDDIN BE RE-ELECTED AS A DIRECTOR |
Management | For | For | ||||||||
| 9 | THAT DAVID LIS BE RE-ELECTED AS A DIRECTOR | Management | Against | Against | ||||||||
| 10 | THAT PRICEWATERHOUSECOOPERS LLP BE RE- APPOINTED AS AUDITOR TO THE COMPANY UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY |
Management | For | For | ||||||||
| 11 | THAT THE DIRECTORS BE AUTHORISED TO FIX
THE AUDITOR'S REMUNERATION |
Management | For | For | ||||||||
| 12 | THAT, IN SUBSTITUTION FOR THE EXISTING AUTHORITY GRANTED AT THE ANNUAL GENERAL MEETING OF THE COMPANY HELD ON 6 SEPTEMBER 2018, THE DIRECTORS BE GENERALLY AND UNCONDITIONALLY AUTHORISED IN ACCORDANCE WITH SECTION 551 OF THE COMPANIES ACT 2006 (THE "ACT") TO ALLOT: A. SHARES IN THE COMPANY OR GRANT RIGHTS TO SUBSCRIBE FOR OR TO CONVERT ANY SECURITY INTO SHARES IN THE COMPANY UP TO AN AGGREGATE NOMINAL VALUE OF GBP 2,614,472; |
Management | For | For | ||||||||
| AND B. EQUITY SECURITIES OF THE COMPANY (WITHIN THE MEANING OF SECTION 560 OF THE ACT) IN CONNECTION WITH AN OFFER OF SUCH SECURITIES BY WAY OF A RIGHTS ISSUE UP TO AN AGGREGATE NOMINAL VALUE OF GBP 2,614,472, PROVIDED THAT THIS AUTHORITY SHALL EXPIRE ON 16 DECEMBER 2020 OR, IF EARLIER, AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY BUT, IN EACH CASE, SO THAT THE COMPANY MAY, BEFORE SUCH EXPIRY, MAKE AN OFFER OR ENTER INTO AN AGREEMENT WHICH WOULD OR MIGHT REQUIRE SHARES TO BE ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES TO BE GRANTED AFTER SUCH EXPIRY AND THE DIRECTORS MAY ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES PURSUANT TO SUCH AN OFFER OR AGREEMENT AS IF THIS AUTHORITY HAD NOT EXPIRED. FOR THE PURPOSES OF THIS RESOLUTION 12, "RIGHTS ISSUE" MEANS AN OFFER TO: I. ORDINARY SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THE RESPECTIVE NUMBER OF SHARES HELD BY THEM; AND II. HOLDERS OF OTHER EQUITY SECURITIES IF THIS IS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR, IF THE DIRECTORS CONSIDER IT NECESSARY, AS PERMITTED BY THE RIGHTS OF THESE SECURITIES, TO SUBSCRIBE FOR FURTHER SECURITIES BY MEANS OF THE ISSUE OF A RENOUNCEABLE LETTER (OR OTHER NEGOTIABLE DOCUMENT) WHICH MAY BE TRADED FOR A PERIOD BEFORE PAYMENT FOR THE SECURITIES IS DUE, BUT SUBJECT IN BOTH CASES TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM NECESSARY OR EXPEDIENT IN RELATION TO TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES OR LEGAL, REGULATORY OR PRACTICABLE PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER |
||||||||||||
| 13 | THAT SUBJECT TO AND CONDITIONAL ON THE PASSING OF RESOLUTION 12 SET OUT IN THE NOTICE CONVENING THIS MEETING, THE DIRECTORS BE AUTHORISED IN ACCORDANCE WITH SECTION 570 OF THE ACT TO ALLOT EQUITY SECURITIES (WITHIN THE MEANING OF SECTION 560 OF THE ACT) FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 12 AND/OR TO SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH, IN EACH CASE FREE FROM THE RESTRICTION IN SECTION 561 OF THE ACT, SUCH AUTHORITY TO BE LIMITED TO: A. THE ALLOTMENT OF EQUITY SECURITIES IN CONNECTION WITH AN OFFER BY WAY OF A RIGHTS ISSUE AND IN CONNECTION WITH OTHER PRE-EMPTIVE OFFERS; AND B. THE |
Management | For | For | ||||||||
| ALLOTMENT OF EQUITY SECURITIES OR SALE
OF TREASURY SHARES (OTHERWISE THAN UNDER PARAGRAPH (A) ABOVE) UP TO A NOMINAL VALUE OF GBP 392,170, AND SUCH AUTHORITY, UNLESS RENEWED, SHALL EXPIRE ON 16 DECEMBER 2020 OR, IF EARLIER, AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY BUT, IN EACH CASE, SHALL EXTEND TO THE MAKING OR ENTERING INTO, BEFORE SUCH EXPIRY, OF AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE SOLD) AFTER SUCH EXPIRY AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) PURSUANT TO SUCH OFFER OR AGREEMENT AS IF THIS AUTHORITY HAD NOT EXPIRED. FOR THE PURPOSES OF THIS RESOLUTION 13, "RIGHTS ISSUE" HAS THE SAME MEANING GIVEN IN RESOLUTION 12 AND "PRE- EMPTIVE OFFER" MEANS AN OFFER OF EQUITY SECURITIES OPEN FOR ACCEPTANCE FOR A PERIOD FIXED BY THE DIRECTORS TO: I. ORDINARY SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS; AND II. HOLDERS OF OTHER EQUITY SECURITIES AS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR, SUBJECT TO SUCH RIGHTS, AS THE DIRECTORS OF THE COMPANY OTHERWISE CONSIDER NECESSARY, BUT SUBJECT IN BOTH CASES TO SUCH LIMITS, RESTRICTIONS OR ARRANGEMENTS AS THE DIRECTORS CONSIDER NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER |
||||||||||||
| 14 | THAT SUBJECT TO AND CONDITIONAL ON THE PASSING OF RESOLUTION 12 SET OUT IN THE NOTICE CONVENING THIS MEETING, THE DIRECTORS BE AUTHORISED, IN ADDITION TO ANY AUTHORITY GRANTED UNDER RESOLUTION 13 SET OUT IN THE NOTICE CONVENING THIS MEETING, TO ALLOT EQUITY SECURITIES (WITHIN THE MEANING OF SECTION 560 OF THE ACT) FOR CASH PURSUANT TO THE AUTHORITY GRANTED BY RESOLUTION 12 AND/OR TO SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH, IN EACH CASE FREE FROM THE RESTRICTION IN SECTION 561 OF THE ACT, SUCH AUTHORITY TO BE: A. LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES OR SALE OF TREASURY SHARES UP TO A NOMINAL VALUE OF GBP 392,170; AND B. USED ONLY FOR THE PURPOSES OF FINANCING (OR REFINANCING, IF THE AUTHORITY IS TO BE USED WITHIN SIX MONTHS AFTER THE ORIGINAL TRANSACTION) A |
Management | For | For | ||||||||
| TRANSACTION WHICH THE DIRECTORS DETERMINE TO BE AN ACQUISITION OR OTHER CAPITAL INVESTMENT OF A KIND CONTEMPLATED BY THE STATEMENT OF PRINCIPLES ON DISAPPLYING PRE- EMPTION RIGHTS MOST RECENTLY PUBLISHED BY THE PRE-EMPTION GROUP PRIOR TO THE DATE OF THIS NOTICE, AND SUCH AUTHORITY, UNLESS RENEWED, SHALL EXPIRE ON 16 DECEMBER 2020 OR, IF EARLIER, AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY BUT, IN EACH CASE, SHALL EXTEND TO THE MAKING OR ENTERING INTO, BEFORE SUCH EXPIRY, OF AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE SOLD) AFTER SUCH EXPIRY AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) PURSUANT TO SUCH OFFER OR AGREEMENT AS IF THIS AUTHORITY HAD NOT EXPIRED |
||||||||||||
| 15 | THAT, IN SUBSTITUTION FOR THE AUTHORITY GRANTED AT THE ANNUAL GENERAL MEETING OF THE COMPANY HELD ON 6 SEPTEMBER 2018, IN ACCORDANCE WITH SECTION 701 OF THE ACT, THE COMPANY BE GENERALLY AND UNCONDITIONALLY AUTHORISED TO MAKE MARKET PURCHASES (WITHIN THE MEANING OF SECTION 693(4) OF THE ACT) OF ORDINARY SHARES ON SUCH TERMS AS THE DIRECTORS THINK FIT, AND WHERE SUCH SHARES ARE HELD AS TREASURY SHARES, THE COMPANY MAY USE THEM FOR THE PURPOSES SET OUT IN SECTION 727 OF THE ACT, INCLUDING FOR THE PURPOSE OF ITS EMPLOYEE SHARE SCHEMES, PROVIDED THAT: A. THE MAXIMUM NUMBER OF ORDINARY SHARES HEREBY AUTHORISED TO BE PURCHASED IS 117,572,838; B. THE MAXIMUM PRICE WHICH MAY BE PAID FOR EACH ORDINARY SHARE SHALL NOT BE MORE THAN THE HIGHER OF: (A) 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHARE, AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH THE ORDINARY SHARE IS PURCHASED; AND (B) THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST INDEPENDENT BID ON THE LONDON STOCK EXCHANGE AT THE TIME THE PURCHASE IS CARRIED OUT AND THE MINIMUM PRICE WHICH MAY BE PAID FOR AN ORDINARY SHARE SHALL NOT BE LESS THAN ONE PENNY (THE MAXIMUM AND MINIMUM PRICES BEING EXCLUSIVE OF EXPENSES); AND C. THE AUTHORITY HEREBY CONFERRED SHALL, UNLESS PREVIOUSLY REVOKED OR VARIED, EXPIRE ON 16 DECEMBER 2020 OR, IF EARLIER, AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE |
Management | For | For | ||||||||
| COMPANY (EXCEPT IN RELATION TO THE PURCHASE OF ORDINARY SHARES THE CONTRACT FOR WHICH WAS CONCLUDED BEFORE THE EXPIRY OF THIS AUTHORITY AND WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY) |
||||||||||||
| 16 | THAT A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS' NOTICE |
Management | For | For | ||||||||
| COBHAM PLC | ||||||||||||
| Security | G41440143 | Meeting Type | Court Meeting | |||||||||
| Ticker Symbol | Meeting Date | 16-Sep-2019 | ||||||||||
| ISIN | GB00B07KD360 | Agenda | 711516041 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT ABSTAIN IS NOT A VALID
VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT |
Non-Voting | ||||||||||
| 1 | FOR THE PURPOSE OF CONSIDERING AND, IF THOUGHT FIT, APPROVING (WITH OR WITHOUT MODIFICATION) A SCHEME OF ARRANGEMENT PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 (THE SCHEME) BETWEEN THE COMPANY AND THE HOLDERS OF SCHEME SHARES |
Management | For | For | ||||||||
| COBHAM PLC | ||||||||||||
| Security | G41440143 | Meeting Type | Ordinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 16-Sep-2019 | ||||||||||
| ISIN | GB00B07KD360 | Agenda | 711516053 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | TO GIVE EFFECT TO THE SCHEME, AS SET OUT
IN THE NOTICE OF GENERAL MEETING, INCLUDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF COBHAM PLC |
Management | For | For | ||||||||
| 2 | TO RE-REGISTER COBHAM PLC AS A PRIVATE LIMITED COMPANY (SUBJECT TO AND CONDITIONAL UPON THE SCHEME BECOMING EFFECTIVE) |
Management | For | For | ||||||||
| EMC INSURANCE GROUP INC. | ||||||||||||
| Security | 268664109 | Meeting Type | Special | |||||||||
| Ticker Symbol | EMCI | Meeting Date | 18-Sep-2019 | |||||||||
| ISIN | US2686641091 | Agenda | 935071047 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of May 8,2019 (as amended, supplemented or otherwise modified from time to time), by and among Employers Mutual Casualty Company, an Iowa mutual insurance company ("EMCC"), Oak Merger Sub, Inc., an Iowa corporation and wholly owned subsidiary of EMCC, and the Company (the "merger agreement proposal") |
Management | For | For | ||||||||
| 2. | To approve the adjournment of the special
meeting from time to time, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement proposal (the "adjournment proposal") |
Management | For | For | ||||||||
| EL PASO ELECTRIC COMPANY | ||||||||||||
| Security | 283677854 | Meeting Type | Special | |||||||||
| Ticker Symbol | EE | Meeting Date | 19-Sep-2019 | |||||||||
| ISIN | US2836778546 | Agenda | 935069511 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To approve the Agreement and Plan of Merger,
dated as of June 1, 2019, by and among El Paso Electric Company (the Company), Sun Jupiter Holdings LLC (Parent) and Sun Merger Sub Inc., a wholly-owned subsidiary of Parent (Merger Sub), and the transactions contemplated thereby, including the merger of Merger Sub with and into the Company. |
Management | For | For | ||||||||
| 2. | To approve by non-binding advisory resolution,
the compensation of the named executive officers of the Company that will or may become payable in connection with the merger. |
Management | For | For | ||||||||
| 3. | To approve any motion to adjourn the special
meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes to approve proposal 1 at the time of the special meeting. |
Management | For | For | ||||||||
| PEAK RESORTS INC | ||||||||||||
| Security | 70469L100 | Meeting Type | Special | |||||||||
| Ticker Symbol | SKIS | Meeting Date | 20-Sep-2019 | |||||||||
| ISIN | US70469L1008 | Agenda | 935074346 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | The proposal to adopt the Merger Agreement
and approve the Merger and the other transactions contemplated thereby. |
Management | For | For | ||||||||
| 2. | The proposal to adjourn the Special Meeting
to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and approve the Merger and the other transactions contemplated thereby at the time of the Special Meeting. |
Management | For | For | ||||||||
| CONDOR HOSPITALITY TRUST, INC. | ||||||||||||
| Security | 20676Y403 | Meeting Type | Special | |||||||||
| Ticker Symbol | CDOR | Meeting Date | 23-Sep-2019 | |||||||||
| ISIN | US20676Y4035 | Agenda | 935075956 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To consider and vote on a proposal to
adopt and approve Merger Agreement, dated as of July 19, 2019 by and among the Condor Hospitality Trust, Inc. ("Company"), Condor Hospitality Limited Partnership, NHT Operating Partnership LLC, NHT REIT Merger Sub, LLC ("Merger Sub") and NHT Operating Partnership II, LLC, as it may be amended from time to time, and transactions contemplated by Merger Agreement, including, without limitation, the merger of Merger Sub with and into the Company ("Company merger"), as more particularly described in the proxy statement. |
Management | For | For | ||||||||
| 2. | To consider and vote on a proposal to
approve, on a non- binding, advisory basis, the specified compensation that may be paid or become payable to the named executive officers of the Company in connection with the Company merger, as more fully described in the proxy statement. |
Management | For | For | ||||||||
| 3. | To consider and vote on a proposal to
approve one or more adjournments of the special meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including, without limitation, the Company merger, as more particularly described in the proxy statement. |
Management | For | For | ||||||||
| GENESEE & WYOMING INC. | ||||||||||||
| Security | 371559105 | Meeting Type | Special | |||||||||
| Ticker Symbol | GWR | Meeting Date | 03-Oct-2019 | |||||||||
| ISIN | US3715591059 | Agenda | 935073774 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of July 1, 2019, among Genesee & Wyoming Inc., DJP XX, LLC and MKM XXII Corp., as amended or modified from time to time. |
Management | For | For | ||||||||
| 2. | To approve, on a non-binding, advisory
basis, certain compensation that will or may be paid by Genesee & Wyoming Inc. to its named executive officers that is based on or otherwise relates to the merger. |
Management | For | For | ||||||||
| 3. | To adjourn the special meeting of stockholders
of Genesee & Wyoming Inc. from time to time, if necessary or appropriate, for the purpose of soliciting additional votes if there are insufficient votes at the time of the special meeting to adopt the Agreement and Plan of Merger. |
Management | For | For | ||||||||
| STEWARDSHIP FINANCIAL CORPORATION | ||||||||||||
| Security | 860326107 | Meeting Type | Special | |||||||||
| Ticker Symbol | SSFN | Meeting Date | 03-Oct-2019 | |||||||||
| ISIN | US8603261079 | Agenda | 935073899 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Approval of the Agreement and Plan of
Merger, dated as of June 6, 2019, by and among Columbia Financial, Inc., Broadway Acquisition Corp. and Stewardship Financial Corporation. |
Management | For | For | ||||||||
| 2. | Approval, on a non-binding, advisory basis,
of the compensation to be paid to certain executive officers of Stewardship Financial Corporation if the merger contemplated by the merger agreement is consummated. |
Management | For | For | ||||||||
| 3. | Approval of an adjournment of the special
meeting, if necessary, to permit the further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement. |
Management | For | For | ||||||||
| GREENE KING PLC | ||||||||||||
| Security | G40880133 | Meeting Type | Ordinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 09-Oct-2019 | ||||||||||
| ISIN | GB00B0HZP136 | Agenda | 711573091 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | APPROVAL OF THE PROPOSALS TO IMPLEMENT THE SCHEME, INCLUDING THE ADOPTION OF THE AMENDED ARTICLES OF ASSOCIATION OF THE COMPANY, AS SET OUT IN THE NOTICE OF GENERAL MEETING |
Management | For | For | ||||||||
| GREENE KING PLC | ||||||||||||
| Security | G40880133 | Meeting Type | Court Meeting | |||||||||
| Ticker Symbol | Meeting Date | 09-Oct-2019 | ||||||||||
| ISIN | GB00B0HZP136 | Agenda | 711573104 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | FOR THE PURPOSE OF CONSIDERING AND, IF THOUGHT FIT, APPROVING (WITH OR WITHOUT MODIFICATION) A SCHEME OF ARRANGEMENT PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 (THE "SCHEME") PROPOSED TO BE MADE BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS (AS DEFINED IN THE SCHEME) |
Management | For | For | ||||||||
| CMMT | PLEASE NOTE THAT ABSTAIN IS NOT A VALID
VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT |
Non-Voting | ||||||||||
| MONOTYPE IMAGING HOLDINGS INC. | ||||||||||||
| Security | 61022P100 | Meeting Type | Special | |||||||||
| Ticker Symbol | TYPE | Meeting Date | 09-Oct-2019 | |||||||||
| ISIN | US61022P1003 | Agenda | 935079815 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of July 25, 2019 (as it may be amended, supplemented or otherwise modified from time to time, the "merger agreement"), by and among Marvel Parent, LLC, a Delaware limited liability company ("Parent"), Marvel Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Monotype Imaging Holdings Inc., a Delaware corporation ("Monotype" or the "Company"), pursuant to which Merger Sub will be merged with and into the Company (the "merger") |
Management | For | For | ||||||||
| 2. | To approve a nonbinding, advisory proposal
to approve the compensation that may be paid or may become payable to the Company's named executive officers in connection with, or following, the consummation of the merger |
Management | For | For | ||||||||
| 3. | To approve a proposal to adjourn the special
meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger proposal |
Management | For | For | ||||||||
| DRYSHIPS, INC. | ||||||||||||
| Security | Y2109Q705 | Meeting Type | Special | |||||||||
| Ticker Symbol | DRYS | Meeting Date | 09-Oct-2019 | |||||||||
| ISIN | MHY2109Q7055 | Agenda | 935080212 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | To authorize and approve the Agreement
and Plan of Merger dated as of August 18, 2019 (as amended, supplemented or otherwise modified from time to time), by and among DryShips Inc., SPII Holdings Inc., and Sileo Acquisitions Inc. |
Management | For | For | ||||||||
| NAVIGANT CONSULTING, INC. | ||||||||||||
| Security | 63935N107 | Meeting Type | Special | |||||||||
| Ticker Symbol | NCI | Meeting Date | 10-Oct-2019 | |||||||||
| ISIN | US63935N1072 | Agenda | 935080173 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Proposal to adopt the Agreement and Plan
of Merger, dated as of August 2, 2019 (as may be amended from time to time, the "merger agreement"), by and among the Navigant Consulting, Inc., a Delaware corporation (the "Company"), Guidehouse LLP, a Delaware limited liability partnership ("Parent"), and Isaac Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Sub"). |
Management | For | For | ||||||||
| 2. | Proposal to approve, by a non-binding
advisory vote, the compensation that may be paid or become payable to the Company's named executive officers and that is based on, or otherwise relates to, the merger of Sub with and into the Company, as contemplated by the merger agreement. |
Management | For | For | ||||||||
| 3. | Proposal to adjourn the special meeting
from time to time to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement. |
Management | For | For | ||||||||
| OMNOVA SOLUTIONS INC. | ||||||||||||
| Security | 682129101 | Meeting Type | Special | |||||||||
| Ticker Symbol | OMN | Meeting Date | 10-Oct-2019 | |||||||||
| ISIN | US6821291019 | Agenda | 935080224 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of July 3, 2019 (as may be amended from time to time, the "merger agreement"), by and among OMNOVA, Synthomer plc, Spirit USA Holdings Inc. and Synthomer USA LLC, thereby approving the transactions contemplated by the merger agreement. |
Management | For | For | ||||||||
| 2. | To approve, by a non-binding advisory
vote, the compensation that may be paid or become payable to OMNOVA's named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement. |
Management | For | For | ||||||||
| 3. | To adjourn the special meeting to a later
date or time, if necessary or appropriate, including if there are insufficient votes at the time of the special meeting to obtain the OMNOVA shareholder approval. |
Management | For | For | ||||||||
| ALLERGAN PLC | ||||||||||||
| Security | G0177J108 | Meeting Type | Special | |||||||||
| Ticker Symbol | AGN | Meeting Date | 14-Oct-2019 | |||||||||
| ISIN | IE00BY9D5467 | Agenda | 935082305 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | COURT MEETING: Approve the scheme of arrangement. | Management | For | For | ||||||||
| 2. | Extraordinary General Meeting: Approve
the scheme of arrangement and authorize the directors of Allergan plc to take all such actions as they consider necessary or appropriate for carrying the scheme of arrangement into effect. |
Management | For | For | ||||||||
| 3. | Extraordinary General Meeting: Approve
the cancellation of any Allergan plc ordinary shares in issue at 11:59 p.m., Irish time, on the day before the Irish High Court hearing to sanction the scheme (excluding, in any case, any Allergan plc ordinary shares which are held from time to time by AbbVie Inc., Acquirer Sub (as defined in the scheme of arrangement) or any other subsidiary of AbbVie Inc., if any). |
Management | For | For | ||||||||
| 4. | Extraordinary General Meeting: Authorize
the directors of Allergan plc to allot and issue new Allergan plc shares, fully paid up, to Acquirer Sub and/or its nominee(s) in connection with effecting the scheme. |
Management | For | For | ||||||||
| 5. | Extraordinary General Meeting: Amend the
articles of association of Allergan plc so that any ordinary shares of Allergan plc that are issued on or after the Voting Record Time (as defined in the scheme of arrangement) to persons other than Acquirer Sub or its nominees will either be subject to the terms of the scheme or will be immediately and automatically acquired by Acquirer Sub and/or its nominee(s) for the scheme consideration. |
Management | For | For | ||||||||
| 6. | Extraordinary General Meeting: Approve,
on a non- binding, advisory basis, specified compensatory arrangements between Allergan plc and its named executive officers relating to the transaction. |
Management | For | For | ||||||||
| 7. | Extraordinary General Meeting: Approve
any motion by the Chairman to adjourn the extraordinary general meeting, or any adjournments thereof, to solicit additional proxies in favor of the approval of the resolutions if there are insufficient votes at the time of the extraordinary general meeting to approve resolutions 2 through 5. |
Management | For | For | ||||||||
| INTERNATIONAL SPEEDWAY CORPORATION | ||||||||||||
| Security | 460335201 | Meeting Type | Special | |||||||||
| Ticker Symbol | ISCA | Meeting Date | 16-Oct-2019 | |||||||||
| ISIN | US4603352018 | Agenda | 935082381 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | The proposal to approve an Agreement and
Plan of Merger, dated as of May 22, 2019, by and among International Speedway Corporation (the "Company"), NASCAR Holdings, Inc., and Nova Merger Sub, Inc., as it may be amended from time to time. |
Management | Abstain | Against | ||||||||
| 2. | The non-binding, advisory proposal to
approve specified compensation that may become payable to the named executive officers of the Company in connection with the merger. |
Management | Abstain | Against | ||||||||
| 3. | The proposal to approve an adjournment
of the special meeting, if necessary or appropriate (as determined in good faith by the Company), to solicit additional proxies if there are insufficient votes at the time of the special meeting to obtain the Required Shareholder Vote (as defined in the enclosed Proxy Statement). |
Management | Abstain | Against | ||||||||
| ENTERTAINMENT ONE LTD | ||||||||||||
| Security | 29382B102 | Meeting Type | MIX | |||||||||
| Ticker Symbol | Meeting Date | 17-Oct-2019 | ||||||||||
| ISIN | CA29382B1022 | Agenda | 711585692 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | FOR AUTHORISING THE SPECIAL RESOLUTION WITH RESPECT TO THE ARRANGEMENT PURSUANT TO SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT INVOLVING, AMONG OTHER THINGS, THE ACQUSITION BY A SUBSIDIARY OF HASBRO, INC. OF ALL OF THE OUTSTANDING COMMON SHARES OF THE COMPANY PURSUANT TO AN ARRANGEMENT AGREEMENT DATED 22 AUGUST 2019 AMONG THE COMPANY, 11573390 CANADA INC. AND HASBRO, INC. AS SET FORTH IN SCHEDULE "B" TO THE COMPANY'S MANAGEMENT PROXY CIRCULAR DATED 23 SEPTEMBER 2019 ("2019 CIRCULAR") |
Management | For | For | ||||||||
| 2 | FOR RECEIVING THE COMPANY'S ANNUAL REPORT AND ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 |
Management | For | For | ||||||||
| 3 | FOR APPROVING THE DIRECTORS' REMUNERATION REPORT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 |
Management | For | For | ||||||||
| 4 | FOR THE ELECTION OF ALLAN LEIGHTON TO
THE BOARD OF DIRECTORS OF THE COMPANY (THE "DIRECTORS", AND TOGETHER THE "BOARD") |
Management | For | For | ||||||||
| 5 | FOR THE ELECTION OF DARREN THROOP TO THE BOARD OF DIRECTORS OF THE COMPANY |
Management | For | For | ||||||||
| 6 | FOR THE ELECTION OF JOSEPH SPARACIO TO
THE BOARD OF DIRECTORS OF THE COMPANY |
Management | For | For | ||||||||
| 7 | FOR THE ELECTION OF LINDA ROBINSON TO
THE BOARD OF DIRECTORS OF THE COMPANY |
Management | For | For | ||||||||
| 8 | FOR THE ELECTION OF MARK OPZOOMER TO THE BOARD OF DIRECTORS OF THE COMPANY |
Management | For | For | ||||||||
| 9 | FOR THE ELECTION OF MICHAEL FRIISDAHL
TO THE BOARD OF DIRECTORS OF THE COMPANY |
Management | For | For | ||||||||
| 10 | FOR THE ELECTION OF MITZI REAUGH TO THE BOARD OF DIRECTORS OF THE COMPANY |
Management | For | For | ||||||||
| 11 | FOR THE ELECTION OF ROBERT MCFARLANE TO THE BOARD OF DIRECTORS OF THE COMPANY |
Management | For | For | ||||||||
| 12 | FOR THE ELECTION OF SCOTT LAWRENCE TO
THE BOARD OF DIRECTORS OF THE COMPANY |
Management | For | For | ||||||||
| 13 | FOR THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE COMPANY |
Management | For | For | ||||||||
| 14 | FOR THE APPROVAL TO AUTHORISE THE BOARD TO AGREE TO THE REMUNERATION OF THE AUDITORS OF THE COMPANY |
Management | For | For | ||||||||
| 15 | FOR AUTHORISING THE BOARD GENERALLY AND UNCONDITIONALLY PURSUANT TO ARTICLE 2 OF PART 3 OF SCHEDULE I OF THE COMPANY'S ARTICLES OF AMALGAMATION DATED 15 JULY 2010, AS AMENDED 28 JUNE 2013 AND 16 SEPTEMBER 2014 (THE "ARTICLES"), TO ALLOT RELEVANT SECURITIES (AS DEFINED IN THE ARTICLES): A) UP TO A MAXIMUM AGGREGATE NUMBER OF 166,214,367 COMMON SHARES (BEING APPROXIMATELY 33.33 PER CENT. OF THE ISSUED AND OUTSTANDING COMMON SHARES AS AT THE LAST PRACTICABLE DATE PRIOR TO THE DATE OF THE 2019 CIRCULAR, BEING 23 SEPTEMBER 2019 ("LAST PRACTICABLE DATE")) TO SUCH PERSONS AND UPON SUCH CONDITIONS AS THE DIRECTORS MAY DETERMINE; AND B) COMPRISING RELEVANT SECURITIES UP TO AN AGGREGATE NUMBER OF 332,428,735 COMMON SHARES (BEING APPROXIMATELY 66.66 PER CENT. OF THE ISSUED AND OUTSTANDING COMMON SHARES AS AT THE LAST PRACTICABLE DATE) (THAT AMOUNT TO BE REDUCED BY THE AGGREGATE NOMINAL AMOUNT OF SHARES ALLOTTED OR RELEVANT SECURITIES GRANTED UNDER PARAGRAPH (A) OF THIS RESOLUTION 15) IN CONNECTION WITH AN OFFER BY WAY OF RIGHTS ISSUE: (I) TO SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS; AND (II) TO HOLDERS OF OTHER EQUITY SECURITIES AS REQUIRED BY THE RIGHTS ATTACHING TO THOSE SECURITIES, OR SUBJECT TO THOSE RIGHTS, AS THE DIRECTORS OTHERWISE CONSIDER NECESSARY, AND SO THAT THE DIRECTORS MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS THAT THEY CONSIDER NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER. THESE AUTHORITIES WILL EXPIRE ON 30 DECEMBER 2020 OR AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY, WHICHEVER IS EARLIER, SAVE THAT THE COMPANY MAY BEFORE THAT DATE OF EXPIRY MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE RELEVANT SECURITIES TO BE ALLOTTED AFTER THAT DATE OF EXPIRY AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT AS IF THE AUTHORITY CONFERRED BY THIS RESOLUTION HAD NOT EXPIRED |
Management | For | For | ||||||||
| 16 | SUBJECT TO THE PASSING OF RESOLUTION 15, FOR AUTHORISING THE BOARD GENERALLY AND UNCONDITIONALLY PURSUANT TO ARTICLE 4.1 OF PART 3 OF SCHEDULE I OF THE ARTICLES TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE ARTICLES) PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 15 AUTHORISING THE ALLOTMENT OF SECURITIES AS IF ARTICLE 3.1 OF PART 3 OF SCHEDULE I OF THE ARTICLES DID NOT APPLY TO THE ALLOTMENT, PROVIDED THAT SUCH POWER WOULD BE LIMITED TO THE ALLOTMENT OF: A) EQUITY SECURITIES IN CONNECTION WITH AN OFFER OF EQUITY SECURITIES (BUT IN THE CASE OF AN ALLOTMENT PURSUANT TO THE AUTHORITY IN RESOLUTION 15(B) BY WAY OF RIGHTS ISSUE ONLY); (I) TO SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS; AND (II) TO HOLDERS OF OTHER EQUITY SECURITIES AS REQUIRED BY THE RIGHTS ATTACHING TO THOSE SECURITIES, OR SUBJECT TO THOSE RIGHTS, AS THE DIRECTORS OTHERWISE CONSIDER NECESSARY AND SO THAT THE DIRECTORS MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS THAT THEY CONSIDER NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER; AND B) OTHERWISE THAN PURSUANT TO SUB-PARAGRAPH (A) ABOVE, EQUITY SECURITIES PURSUANT TO THE AUTHORITY IN RESOLUTION 15(A) UP TO A MAXIMUM AGGREGATE NUMBER OF 24,934,648 COMMON SHARES (BEING APPROXIMATELY 5 PER CENT. OF THE ISSUED AND OUTSTANDING COMMON SHARES AS AT THE LAST PRACTICABLE DATE). THESE AUTHORITIES WILL EXPIRE ON 30 DECEMBER 2020 OR AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY, WHICHEVER IS EARLIER, SAVE THAT THE COMPANY MAY BEFORE THAT DATE OF EXPIRY MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER THAT DATE OF EXPIRY AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT AS IF THE AUTHORITY CONFERRED BY THIS RESOLUTION HAD NOT EXPIRED |
Management | For | For | ||||||||
| 17 | SUBJECT TO THE PASSING OF RESOLUTION 15
AND IN ADDITION TO ANY AUTHORITY GRANTED UNDER RESOLUTION 16, FOR AUTHORISING THE BOARD GENERALLY AND UNCONDITIONALLY PURSUANT TO ARTICLE 4.1 OF PART 3 OF SCHEDULE I OF THE ARTICLES TO ALLOT EQUITY SECURITIES (AS |
Management | For | For | ||||||||
| DEFINED IN THE ARTICLES) PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 15 AUTHORISING THE ALLOTMENT OF SECURITIES AS IF ARTICLE 3.1 OF PART 3 OF SCHEDULE I OF THE ARTICLES DID NOT APPLY TO THE ALLOTMENT, PROVIDED THAT SUCH POWER WOULD BE LIMITED TO THE ALLOTMENT OF: A) EQUITY SECURITIES PURSUANT TO THE AUTHORITY IN RESOLUTION 15(A) UP TO A MAXIMUM AGGREGATE NUMBER OF 24,934,648 COMMON SHARES (BEING APPROXIMATELY 5 PER CENT. OF THE ISSUED AND OUTSTANDING COMMON SHARES AS AT THE LAST PRACTICABLE DATE); AND B) USED ONLY FOR PURPOSES OF FINANCING (OR REFINANCING, IF THE AUTHORITY IS TO BE USED WITHIN 6 MONTHS AFTER THE ORIGINAL TRANSACTION) A TRANSACTION WHICH THE BOARD DETERMINES TO BE AN ACQUISITION OR OTHER CAPITAL INVESTMENT OF A KIND CONTEMPLATED BY THE STATEMENT OF PRINCIPLES ON DISAPPLYING PRE- EMPTION RIGHTS MOST RECENTLY PUBLISHED BY THE PRE-EMPTION GROUP PRIOR TO THE DATE OF THE NOTICE OF THE MEETING. THESE AUTHORITIES WILL EXPIRE ON 30 DECEMBER 2020 OR AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY, WHICHEVER IS EARLIER, SAVE THAT THE COMPANY MAY BEFORE THAT DATE OF EXPIRY MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER THAT DATE OF EXPIRY AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT AS IF THE AUTHORITY CONFERRED BY THIS RESOLUTION HAD NOT EXPIRED |
||||||||||||
| 18 | FOR AUTHORISING THE COMPANY GENERALLY AND UNCONDITIONALLY TO MAKE MARKET PURCHASES OF ITS COMMON SHARES PROVIDED THAT: A) THE MAXIMUM AGGREGATE NUMBER OF COMMON SHARES AUTHORISED TO BE PURCHASED IS 49,869,297 (BEING APPROXIMATELY 10 PER CENT. OF THE ISSUED AND OUTSTANDING COMMON SHARES AS AT THE LAST PRACTICABLE DATE); B) THE MINIMUM PRICE (EXCLUDING EXPENSES) PER COMMON SHARE IS NOT LESS THAN ZERO; C) THE MAXIMUM PRICE (EXCLUDING EXPENSES) PER COMMON SHARE IS THE HIGHER OF: (I) AN AMOUNT EQUAL TO 105 PER CENT. OF THE AVERAGE OF THE MARKET VALUE OF A COMMON SHARE FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH THE PURCHASE IS MADE; AND (II) THE AMOUNT STIPULATED BY ARTICLE 5(1) OF THE BUY-BACK AND STABILISATION REGULATIONS 2003. THIS AUTHORITY, UNLESS PREVIOUSLY RENEWED, SHALL EXPIRE AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY TO |
Management | For | For | ||||||||
| BE HELD AFTER THE DATE OF THE PASSING
OF THIS RESOLUTION EXCEPT IN RELATION TO THE PURCHASE OF ANY COMMON SHARES THE CONTRACT FOR WHICH WAS CONCLUDED BEFORE THE DATE OF EXPIRY OF THE AUTHORITY AND WHICH WOULD OR MIGHT BE COMPLETED WHOLLY OR PARTLY AFTER THAT DATE |
||||||||||||
| 19 | FOR AUTHORISING AN AMENDMENT OF THE ARTICLES AS SET FORTH IN SCHEDULE "J" TO THE 2019 CIRCULAR |
Management | For | For | ||||||||
| 20 | FOR AUTHORISING AN AMENDMENT OF THE BY- LAWS AS SET FORTH IN SCHEDULE "K" TO THE 2019 CIRCULAR |
Management | For | For | ||||||||
| CMMT | 02 OCT 2019: PLEASE NOTE THAT THIS MEETING MENTIONS DISSENTER'S RIGHTS,-PLEASE REFER TO THE MANAGEMENT INFORMATION CIRCULAR FOR DETAILS |
Non-Voting | ||||||||||
| CMMT | 02 OCT 2019: PLEASE NOTE THAT THIS IS
A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU |
Non-Voting | ||||||||||
| STATPRO GROUP PLC | ||||||||||||
| Security | G8446K103 | Meeting Type | Ordinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 21-Oct-2019 | ||||||||||
| ISIN | GB0006300213 | Agenda | 711592445 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME TO: (A) AUTHORISE THE DIRECTORS OF THE COMPANY TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND (B) AMEND THE ARTICLES OF THE COMPANY; AND (C) TO RE-REGISTER THE COMPANY AS A PRIVATE LIMITED COMPANY WITH THE NAME "STATPRO GROUP LIMITED" (CONDITIONAL ON THE SCHEME BECOMING EFFECTIVE) |
Management | For | For | ||||||||
| STATPRO GROUP PLC | ||||||||||||
| Security | G8446K103 | Meeting Type | Court Meeting | |||||||||
| Ticker Symbol | Meeting Date | 21-Oct-2019 | ||||||||||
| ISIN | GB0006300213 | Agenda | 711592469 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | THAT THE SCHEME OF ARRANGEMENT DATED 27 SEPTEMBER 2019, BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS (AS DEFINED IN THE SCHEME OF ARRANGEMENT), A PRINT OF WHICH HAS BEEN PRODUCED TO THIS MEETING AND, FOR THE PURPOSES OF IDENTIFICATION, SIGNED BY THE CHAIRMAN HEREOF, IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION WHICH MAY BE AGREED IN WRITING BY THE COMPANY AND BIDCO AND APPROVED OR IMPOSED BY THE COURT, BE APPROVED AND THE DIRECTORS OF THE COMPANY BE AUTHORISED TO TAKE ALL SUCH ACTIONS AS THEY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME OF ARRANGEMENT INTO EFFECT |
Management | For | For | ||||||||
| CMMT | PLEASE NOTE THAT ABSTAIN IS NOT A VALID
VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT |
Non-Voting | ||||||||||
| C&J ENERGY SERVICES, INC. | ||||||||||||
| Security | 12674R100 | Meeting Type | Special | |||||||||
| Ticker Symbol | CJ | Meeting Date | 22-Oct-2019 | |||||||||
| ISIN | US12674R1005 | Agenda | 935083698 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of June 16, 2019 (as it may be amended from time to time), by and among Keane Group, Inc., King Merger Sub Corp., and C&J Energy Services, Inc. (C&J). |
Management | For | For | ||||||||
| 2. | To approve, on a non-binding advisory
basis, the compensation that may be paid or become payable to C&Js named executive officers in connection with the merger. |
Management | For | For | ||||||||
| 3. | To approve any adjournment of the C&J
Special Meeting of Stockholders to solicit additional proxies if there are not sufficient votes at the time of the C&J Special Meeting of Stockholders to approve the adoption of the Agreement and Plan of Merger. |
Management | For | For | ||||||||
| CAMBREX CORPORATION | ||||||||||||
| Security | 132011107 | Meeting Type | Special | |||||||||
| Ticker Symbol | CBM | Meeting Date | 23-Oct-2019 | |||||||||
| ISIN | US1320111073 | Agenda | 935085490 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of August 7, 2019 (the "Merger Agreement"), by and among Catalog Intermediate Inc., Catalog Merger Sub Inc. and the Company. |
Management | For | For | ||||||||
| 2. | To approve, on an advisory (non-binding)
basis, the compensation that may be paid or become payable to the Companys named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. |
Management | For | For | ||||||||
| 3. | To adjourn the Special Meeting to a later
date or dates, if necessary or appropriate and permitted under the Merger Agreement, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. |
Management | For | For | ||||||||
| WESCO AIRCRAFT HOLDINGS, INC. | ||||||||||||
| Security | 950814103 | Meeting Type | Special | |||||||||
| Ticker Symbol | WAIR | Meeting Date | 24-Oct-2019 | |||||||||
| ISIN | US9508141036 | Agenda | 935080197 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated August 8, 2019 (as it may be amended from time to time, the "Merger Agreement"), by and among Wolverine Intermediate Holding II Corporation, a Delaware corporation, Wolverine Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Wolverine Intermediate Holding II Corporation, and Wesco Aircraft Holdings, Inc., a Delaware corporation. |
Management | For | For | ||||||||
| 2. | To approve the adjournment of the special
meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the special meeting. |
Management | For | For | ||||||||
| 3. | To approve, on a non binding, advisory
basis, certain compensation that will or may become payable to our named executive officers in connection with the transactions contemplated by the Merger Agreement. |
Management | For | For | ||||||||
| ATRIUM EUROPEAN REAL ESTATE LIMITED | ||||||||||||
| Security | G0621C113 | Meeting Type | Court Meeting | |||||||||
| Ticker Symbol | Meeting Date | 25-Oct-2019 | ||||||||||
| ISIN | JE00B3DCF752 | Agenda | 711606129 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT
TO MEETING ID 294481 DUE TO SEDOL HAS-BEEN LINKED. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED-IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE REINSTRUCT ON THIS- MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE EXTENSIONS ARE NOT-GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND YOUR VOTE INTENTIONS-ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE ENSURE VOTING IS SUBMITTED-PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS SOON AS POSSIBLE ON THIS NEW-AMENDED MEETING. THANK YOU |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR- RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING |
Non-Voting | ||||||||||
| 1 | TO APPROVE THE SCHEME OF ARRANGEMENT | Management | No Action | |||||||||
| ATRIUM EUROPEAN REAL ESTATE LIMITED | ||||||||||||
| Security | G0621C113 | Meeting Type | ExtraOrdinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 25-Oct-2019 | ||||||||||
| ISIN | JE00B3DCF752 | Agenda | 711616738 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT
TO MEETING ID 296996 DUE TO RECEIPT OF-MEETING HAS ONLY ONE RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING-WILL BE DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE-REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE- ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU |
Non-Voting | ||||||||||
| 1 | THAT: 1.1 FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT DATED 27 SEPTEMBER 2019 BETWEEN THE COMPANY AND THE HOLDERS OF SCHEME SHARES (AS DEFINED IN THE SCHEME (AS DEFINED BELOW)), A PRINT OF WHICH HAS BEEN PRODUCED TO THIS MEETING AND, FOR THE PURPOSES OF IDENTIFICATION, HAS BEEN SIGNED BY THE CHAIRMAN OF THIS MEETING, IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO SUCH MODIFICATION, ADDITION, OR CONDITION AGREED BY THE COMPANY AND NB (2019) B.V. (BIDCO) AND APPROVED OR IMPOSED BY THE COURT (THE SCHEME), THE DIRECTORS OF THE COMPANY (OR A DULY AUTHORISED COMMITTEE THEREOF) BE AND ARE HEREBY AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; 1.2 WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF ASSOCIATION OF THE COMPANY BE AND ARE HEREBY AMENDED BY THE ADOPTION AND INCLUSION OF THE FOLLOWING NEW ARTICLE 45: "SCHEME OF ARRANGEMENT (A) IN THIS ARTICLE, REFERENCES TO THE "SCHEME" ARE TO THE SCHEME OF ARRANGEMENT UNDER ARTICLE 125 OF THE COMPANIES LAW BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS (AS DEFINED IN THE SCHEME) DATED 27 SEPTEMBER 2019 (AS AMENDED OR SUPPLEMENTED)) AND AS APPROVED BY THE SCHEME SHAREHOLDERS AT THE MEETING CONVENED BY THE COURT (AS DEFINED IN THE SCHEME) AND AS MAY BE |
Management | No Action | |||||||||
| MODIFIED OR AMENDED IN ACCORDANCE WITH
ITS TERMS, AND EXPRESSIONS DEFINED IN THE SCHEME SHALL HAVE THE SAME MEANINGS IN THIS ARTICLE. (B) NOTWITHSTANDING EITHER ANY OTHER PROVISION OF THESE ARTICLES OR THE TERMS OF ANY RESOLUTION WHETHER ORDINARY OR SPECIAL PASSED BY THE COMPANY IN GENERAL MEETING, IF THE COMPANY ISSUES ANY ORDINARY SHARES (OTHER THAN TO BIDCO OR ITS NOMINEE(S)) ON OR AFTER THE DATE OF THE ADOPTION OF THIS ARTICLE AND ON OR BEFORE THE SCHEME RECORD TIME (AS DEFINED IN THE SCHEME), SUCH SHARES SHALL BE ISSUED SUBJECT TO THE TERMS OF THE SCHEME (AND SHALL BE SCHEME SHARES FOR THE PURPOSES THEREOF) AND THE ORIGINAL OR ANY SUBSEQUENT HOLDER OR HOLDERS OF SUCH ORDINARY SHARES SHALL BE BOUND BY THE SCHEME ACCORDINGLY. (C) NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES, IF ANY ORDINARY SHARES ARE ISSUED TO ANY PERSON (OTHER THAN BIDCO OR ITS NOMINEE(S)) (NEW MEMBER) AT ANY TIME AFTER THE SCHEME RECORD TIME (DISPOSAL SHARES), SUCH NEW MEMBER (OR ANY SUBSEQUENT HOLDER OR ANY NOMINEE OF SUCH NEW MEMBER OR ANY SUCH SUBSEQUENT HOLDER) WILL, PROVIDED THE SCHEME SHALL HAVE BECOME EFFECTIVE (AS DEFINED IN THE SCHEME), BE OBLIGED TO TRANSFER IMMEDIATELY THE DISPOSAL SHARES TO BIDCO (OR TO SUCH OTHER PERSON AS BIDCO MAY OTHERWISE DIRECT) WHO SHALL BE OBLIGED TO ACQUIRE ALL OF THE DISPOSAL SHARES IN CONSIDERATION OF AND CONDITIONAL ON THE PAYMENT BY OR ON BEHALF OF BIDCO TO THE NEW MEMBER (OR ANY SUBSEQUENT HOLDER OR ANY NOMINEE OF SUCH NEW MEMBER OR ANY SUCH SUBSEQUENT HOLDER) OF AN AMOUNT IN CASH FOR EACH DISPOSAL SHARE EQUAL TO THE CONSIDERATION THAT THE NEW MEMBER (OR ANY SUBSEQUENT HOLDER OR ANY NOMINEE OF SUCH NEW MEMBER OR ANY SUCH SUBSEQUENT HOLDER) WOULD HAVE BEEN ENTITLED TO HAD EACH DISPOSAL SHARE BEEN A SCHEME SHARE. (D) ON ANY RE-ORGANISATION OF, OR MATERIAL ALTERATION TO, THE SHARE CAPITAL OF THE COMPANY (INCLUDING, WITHOUT LIMITATION, ANY SUBDIVISION AND/OR CONSOLIDATION) EFFECTED AFTER THE CLOSE OF BUSINESS ON THE EFFECTIVE DATE (AS DEFINED IN THE SCHEME), THE CONSIDERATION PER DISPOSAL SHARE TO BE PAID UNDER ARTICLE 45(C) ABOVE SHALL BE ADJUSTED BY THE DIRECTORS OF THE COMPANY IN SUCH MANNER AS THE AUDITORS OF THE COMPANY OR AN INDEPENDENT INVESTMENT BANK SELECTED BY THE COMPANY MAY DETERMINE TO BE FAIR AND REASONABLE TO |
||||||||||||
| REFLECT SUCH RE-ORGANISATION OR ALTERATION. REFERENCES IN THIS ARTICLE TO ORDINARY SHARES SHALL, FOLLOWING SUCH ADJUSTMENT, BE CONSTRUED ACCORDINGLY. (E) TO GIVE EFFECT TO ANY TRANSFER REQUIRED BY THIS ARTICLE, THE COMPANY MAY APPOINT ANY PERSON AS ATTORNEY (UNDER THE POWERS OF ATTORNEY (JERSEY) LAW 1995) AS ATTORNEY FOR THE NEW MEMBER (OR ANY SUBSEQUENT HOLDER OR ANY NOMINEE OF SUCH NEW MEMBER OR ANY SUCH SUBSEQUENT HOLDER) TO EXECUTE AND DELIVER AS TRANSFEROR A FORM OF TRANSFER OR INSTRUCTIONS OF TRANSFER ON BEHALF OF THE NEW MEMBER (OR ANY SUBSEQUENT HOLDER OR ANY NOMINEE OF SUCH NEW MEMBER OR ANY SUCH SUBSEQUENT HOLDER) IN FAVOUR OF BIDCO (OR SUCH OTHER PERSON AS BIDCO OTHERWISE DIRECTS) AND DO ALL SUCH OTHER THINGS AND EXECUTE AND DELIVER ALL SUCH DOCUMENTS AS MAY IN THE OPINION OF THE ATTORNEY BE NECESSARY OR DESIRABLE TO VEST THE DISPOSAL SHARES IN BIDCO (OR SUCH OTHER PERSON AS BIDCO OTHERWISE DIRECTS) AND PENDING SUCH VESTING TO EXERCISE ALL SUCH RIGHTS ATTACHING TO THE DISPOSAL SHARES AS BIDCO MAY DIRECT. IF AN ATTORNEY IS SO APPOINTED, THE NEW MEMBER OR ANY SUBSEQUENT HOLDER OR ANY NOMINEE OF SUCH NEW MEMBER OR ANY SUCH SUBSEQUENT HOLDER SHALL NOT THEREAFTER (EXCEPT TO THE EXTENT THAT THE ATTORNEY FAILS TO ACT IN ACCORDANCE WITH THE DIRECTIONS OF BIDCO) BE ENTITLED TO EXERCISE ANY RIGHTS ATTACHING TO THE DISPOSAL SHARES UNLESS SO AGREED BY BIDCO. THE COMPANY MAY GIVE GOOD RECEIPT FOR THE PURCHASE PRICE OF THE DISPOSAL SHARES AND MAY REGISTER BIDCO (OR SUCH OTHER PERSON AS BIDCO OTHERWISE DIRECTS) AS HOLDER OF THE DISPOSAL SHARES AND ISSUE TO IT CERTIFICATES FOR THE SAME. THE COMPANY SHALL NOT BE OBLIGED TO ISSUE A CERTIFICATE TO THE NEW MEMBER OR ANY SUBSEQUENT HOLDER OR ANY NOMINEE OF SUCH NEW MEMBER OR ANY SUCH SUBSEQUENT HOLDER FOR ANY DISPOSAL SHARES. BIDCO SHALL SEND A CHEQUE (OR SHALL PROCURE THAT SUCH A CHEQUE IS SENT) IN FAVOUR OF THE NEW MEMBER (OR ANY SUBSEQUENT HOLDER OR ANY NOMINEE OF SUCH NEW MEMBER OR ANY SUCH SUBSEQUENT HOLDER) FOR THE PURCHASE PRICE OF SUCH DISPOSAL SHARES WITHIN 10 BUSINESS DAYS OF THE DATE ON WHICH THE DISPOSAL SHARES ARE ISSUED TO THE NEW MEMBER. (F) IF THE SCHEME SHALL NOT HAVE BECOME EFFECTIVE BY THE DATE REFERRED TO IN CLAUSE 6(B) OF THE SCHEME (OR SUCH LATER DATE, IF ANY, AS BIDCO AND THE COMPANY MAY AGREE |
||||||||||||
| AND THE COURT MAY ALLOW, IF SUCH CONSENT
IS REQUIRED), THIS ARTICLE SHALL BE OF NO EFFECT. (G) NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES, BOTH THE COMPANY AND THE DIRECTORS SHALL REFUSE TO REGISTER THE TRANSFER OF ANY SHARES BETWEEN THE SCHEME RECORD TIME AND THE EFFECTIVE DATE." |
||||||||||||
| CORINDUS VASCULAR ROBOTICS, INC. | ||||||||||||
| Security | 218730109 | Meeting Type | Special | |||||||||
| Ticker Symbol | CVRS | Meeting Date | 25-Oct-2019 | |||||||||
| ISIN | US2187301096 | Agenda | 935087507 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Adoption of the Agreement and Plan of
Merger, dated as of August 7, 2019 (as it may be amended from time to time, the "Merger Agreement"), by and among Siemens Medical Solutions USA, Inc., a Delaware corporation ("SMS USA"), Corpus Merger, Inc., a Delaware corporation and wholly owned subsidiary of SMS USA, and Corindus Vascular Robotics, Inc., a Delaware corporation ("Corindus"). |
Management | For | For | ||||||||
| 2. | Approval on a non-binding, advisory basis,
certain compensation that will or may be paid by Corindus to its named executive officers in connection with the merger. |
Management | For | For | ||||||||
| 3. | Approval of the adjournment of the special
meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement. |
Management | For | For | ||||||||
| LEGACYTEXAS FINANCIAL GROUP, INC. | ||||||||||||
| Security | 52471Y106 | Meeting Type | Special | |||||||||
| Ticker Symbol | LTXB | Meeting Date | 28-Oct-2019 | |||||||||
| ISIN | US52471Y1064 | Agenda | 935083749 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Approval of the Agreement and Plan of
Reorganization, dated as of June 16, 2019, by and between Legacy Texas Financial Group, Inc. ("Legacy") and Prosperity Bancshares, Inc. ("Prosperity"), as it may be amended, supplemented or modified from time to time, pursuant to which Legacy will merge with and into Prosperity (the "merger") (which we refer to as the "Legacy merger proposal"). |
Management | For | For | ||||||||
| 2. | Approval, on an advisory (non-binding)
basis, of the compensation that certain executive officers of Legacy may receive in connection with the merger pursuant to existing agreements or arrangements with Legacy. |
Management | For | For | ||||||||
| 3. | Approval of the adjournment of the special
meeting to a later date or dates, if the board of directors of Legacy determines such an adjournment is necessary or appropriate, including adjournments to permit solicitation of additional proxies in favor of the Legacy merger proposal. |
Management | For | For | ||||||||
| ZAYO GROUP HOLDINGS INC | ||||||||||||
| Security | 98919V105 | Meeting Type | Annual | |||||||||
| Ticker Symbol | ZAYO | Meeting Date | 05-Nov-2019 | |||||||||
| ISIN | US98919V1052 | Agenda | 935081555 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | DIRECTOR | Management | ||||||||||
| 1 | Rick Connor | For | For | |||||||||
| 2 | Cathy Morris | For | For | |||||||||
| 3 | Emily White | For | For | |||||||||
| 2. | Ratification of KPMG LLP as the independent
registered public accounting firm of Zayo Group Holdings, Inc. for its fiscal year ending June 30, 2020 |
Management | For | For | ||||||||
| 3. | Approve, on an advisory basis, executive
compensation as disclosed in the proxy statement. |
Management | For | For | ||||||||
| PRESIDIO, INC. | ||||||||||||
| Security | 74102M103 | Meeting Type | Special | |||||||||
| Ticker Symbol | PSDO | Meeting Date | 06-Nov-2019 | |||||||||
| ISIN | US74102M1036 | Agenda | 935090415 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of August 14, 2019, as amended on September 25, 2019 and as it may be further amended from time to time, by and among Presidio, Inc., BCEC - Port Holdings (Delaware), LP and Port Merger Sub, Inc. (the "Merger Proposal"). |
Management | For | For | ||||||||
| 2. | To approve, on an advisory (non-binding)
basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger |
Management | For | For | ||||||||
| 3. | To approve the adjournment of the special
meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Proposal or in the absence of a quorum. |
Management | For | For | ||||||||
| DREAM GLOBAL REAL ESTATE INVESTMENT TRUST | ||||||||||||
| Security | 26154A106 | Meeting Type | Special General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 12-Nov-2019 | ||||||||||
| ISIN | CA26154A1066 | Agenda | 711641591 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING |
Non-Voting | ||||||||||
| 1 | TRANSACTION RESOLUTION: TO CONSIDER, AND
IF DEEMED ADVISABLE, TO APPROVE, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION (THE "TRANSACTION RESOLUTION"), THE FULL TEXT OF WHICH IS SET FORTH IN SCHEDULE "B" TO THE ACCOMPANYING CIRCULAR OF THE REIT, APPROVING: A) THE TRANSACTIONS CONTEMPLATED IN THE MASTER ACQUISITION AGREEMENT MADE AS OF SEPTEMBER 15, 2019 (AS IT MAY BE AMENDED FROM TIME TO TIME, THE "ACQUISITION AGREEMENT") AMONG THE REIT, DREAM GLOBAL (CAYMAN) L.P. ("CAYMAN LP"), DREAM GLOBAL (CAYMAN) LTD. ("CAYMAN GP"), AND CERTAIN AFFILIATES OF REAL ESTATE FUNDS MANAGED BY THE BLACKSTONE GROUP INC. ("BLACKSTONE" AND SUCH AFFILIATES, THE "PURCHASERS") (SUCH TRANSACTIONS, COLLECTIVELY, THE "ACQUISITION TRANSACTION"), INCLUDING, WITHOUT LIMITATION: (I) THE DIRECT OR INDIRECT SALE OF THE PROPERTY AND ASSETS OF THE REIT AND ITS SUBSIDIARIES, AS AN ENTIRETY OR SUBSTANTIALLY AS AN ENTIRETY, TO THE PURCHASERS OR THEIR RESPECTIVE AFFILIATES OR ASSIGNS, (II) THE REDOMICILING OF CAYMAN LP AND THE WINDUP AND DISSOLUTION OF CAYMAN LP SUBSEQUENT TO SUCH REDOMICILING, (III) ANY PROPOSED AMENDMENTS TO THE LIMITED PARTNERSHIP AGREEMENT GOVERNING CAYMAN LP THAT THE REIT SHALL DETERMINE, IN ITS SOLE DISCRETION, ARE NECESSARY OR DESIRABLE IN ORDER TO GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED BY THE ACQUISITION AGREEMENT, (IV) THE CREATION OF CLASS B UNITS OF THE REIT ("CLASS B UNITS"), AS DESCRIBED IN, AND IN ACCORDANCE WITH, THE PROPOSED AMENDED AND RESTATED DECLARATION OF TRUST OF THE REIT SET FORTH IN SCHEDULE "C" TO THE CIRCULAR, (V) THE ISSUANCE OF CLASS B UNITS TO THE PURCHASERS OR THEIR RESPECTIVE AFFILIATES OR ASSIGNS, AND (VI) THE REDEMPTION OF ALL OF THE OUTSTANDING TRUST UNITS OF THE REIT (OTHER THAN THE CLASS B UNITS), AS DESCRIBED |
Management | For | For | ||||||||
| IN, AND IN ACCORDANCE WITH, THE PROPOSED AMENDED AND RESTATED DECLARATION OF TRUST OF THE REIT SET FORTH IN SCHEDULE "C" TO THE CIRCULAR, THE WHOLE AS MORE PARTICULARLY DESCRIBED AND SET FORTH IN THE CIRCULAR; B) THE PROPOSED AMENDMENTS TO AND THE AMENDMENT AND RESTATEMENT OF THE DECLARATION OF TRUST OF THE REIT AS CONTEMPLATED IN CONNECTION WITH THE TRANSACTION, INCLUDING THE AMENDMENTS SET FORTH IN SCHEDULE "C" TO THE CIRCULAR AND AS MORE PARTICULARLY DESCRIBED AND SET FORTH IN THE CIRCULAR, AND SUCH OTHER AMENDMENTS TO THE DECLARATION OF TRUST OF THE REIT AS THE TRUSTEES OF THE REIT DETERMINE TO BE NECESSARY OR DESIRABLE IN THEIR SOLE DISCRETION IN ORDER TO PERMIT THE TRANSACTIONS CONTEMPLATED IN THE ACQUISITION AGREEMENT AND AS OTHERWISE MAY BE DETERMINED TO BE NECESSARY OR DESIRABLE IN THEIR DISCRETION IN ORDER TO GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED IN THE ACQUISITION AGREEMENT; AND C) THE TRANSACTIONS CONTEMPLATED IN THE SEPARATION AGREEMENT MADE AS OF SEPTEMBER 15, 2019 AMONG DREAM ASSET MANAGEMENT CORPORATION ("DAM"), THE REIT, CERTAIN AFFILIATES OF THE REIT (COLLECTIVELY, THE "REIT PARTIES"), AND CERTAIN AFFILIATES OF DAM (COLLECTIVELY, THE "DAM PARTIES") AND CERTAIN AFFILIATES OF REAL ESTATE FUNDS MANAGED BY BLACKSTONE (SUCH TRANSACTIONS, TOGETHER WITH THE ACQUISITION TRANSACTION, THE "TRANSACTION"), INCLUDING, WITHOUT LIMITATION: (I) THE PAYMENT OF AN AMOUNT TO SETTLE ALL CLAIMS WITH RESPECT TO INCENTIVE FEES TO DAM UNDER THE ASSET MANAGEMENT AGREEMENT DATED AUGUST 3, 2011, AS AMENDED (THE "ASSET MANAGEMENT AGREEMENT"), (II) THE ASSIGNMENT OF THE ASSET MANAGEMENT AGREEMENT AND CERTAIN OTHER AGREEMENTS BY THE DAM PARTIES (III) THE TRANSFER OF CERTAIN CO-INVESTMENT INTERESTS IN PROPERTIES OWNED INDIRECTLY BY THE REIT BY THE DAM PARTIES AND (IV) THE TERMINATION OF CERTAIN AGREEMENTS BETWEEN CERTAIN OF THE REIT PARTIES AND DAM PARTIES, THE WHOLE AS MORE PARTICULARLY DESCRIBED AND SET FORTH IN THE CIRCULAR |
||||||||||||
| EMPIRE RESORTS, INC. | ||||||||||||
| Security | 292052305 | Meeting Type | Special | |||||||||
| Ticker Symbol | NYNY | Meeting Date | 13-Nov-2019 | |||||||||
| ISIN | US2920523055 | Agenda | 935092976 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Adoption of the Agreement and Plan of
Merger, dated as of August 18, 2019 (as it may be amended), by and among Empire Resorts, Inc., Hercules Topco LLC and Hercules Merger Subsidiary Inc. (the "Merger Agreement"). |
Management | For | For | ||||||||
| 2. | Approval, on an advisory (non-binding)
basis, of certain items of compensation that are based on or otherwise related to the merger under the Merger Agreement and that may become payable to named executive officers under existing agreements with Empire Resorts, Inc. |
Management | For | For | ||||||||
| 3. | Approval of the adjournment of the Special
Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. |
Management | For | For | ||||||||
| FOX CORPORATION | ||||||||||||
| Security | 35137L204 | Meeting Type | Annual | |||||||||
| Ticker Symbol | FOX | Meeting Date | 14-Nov-2019 | |||||||||
| ISIN | US35137L2043 | Agenda | 935084107 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1a. | Election of Director: K. Rupert Murdoch AC | Management | For | For | ||||||||
| 1b. | Election of Director: Lachlan K. Murdoch | Management | For | For | ||||||||
| 1c. | Election of Director: Chase Carey | Management | For | For | ||||||||
| 1d. | Election of Director: Anne Dias | Management | For | For | ||||||||
| 1e. | Election of Director: Roland A. Hernandez | Management | For | For | ||||||||
| 1f. | Election of Director: Jacques Nasser AC | Management | For | For | ||||||||
| 1g. | Election of Director: Paul D. Ryan | Management | For | For | ||||||||
| 2. | Proposal to ratify the selection of Ernst
& Young LLP as the Company's independent registered accounting firm for the fiscal year ending June 30, 2020. |
Management | For | For | ||||||||
| 3. | Advisory vote to approve named executive
officer compensation. |
Management | For | For | ||||||||
| 4. | Advisory vote to approve the frequency
of future advisory votes to approve named executive officer compensation. |
Management | 1 Year | For | ||||||||
| CAESARS ENTERTAINMENT CORPORATION | ||||||||||||
| Security | 127686103 | Meeting Type | Special | |||||||||
| Ticker Symbol | CZR | Meeting Date | 15-Nov-2019 | |||||||||
| ISIN | US1276861036 | Agenda | 935092584 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Merger Agreement and approve the Merger. | Management | For | For | ||||||||
| 2. | To approve, on an advisory basis, the
compensation that will or may become payable to Caesars' named executive officers (as identified in accordance with Securities and Exchange Commission regulations) in connection with the Merger. |
Management | For | For | ||||||||
| 3. | To approve one or more adjournments of
the Caesars Special Meeting, if appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and approve the Merger at the time of the Caesars Special Meeting. |
Management | For | For | ||||||||
| ELEGANT HOTELS GROUP PLC | ||||||||||||
| Security | G31038105 | Meeting Type | Court Meeting | |||||||||
| Ticker Symbol | Meeting Date | 21-Nov-2019 | ||||||||||
| ISIN | GB00BWXSNY91 | Agenda | 711735881 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT ABSTAIN IS NOT A VALID
VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT |
Non-Voting | ||||||||||
| 1 | TO APPROVE THE SCHEME OF ARRANGEMENT | Management | For | For | ||||||||
| ELEGANT HOTELS GROUP PLC | ||||||||||||
| Security | G31038105 | Meeting Type | Ordinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 21-Nov-2019 | ||||||||||
| ISIN | GB00BWXSNY91 | Agenda | 711735893 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | TO GIVE EFFECT TO THE SCHEME, AS SET OUT
IN THE NOTICE OF GENERAL MEETING, INCLUDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY |
Management | For | For | ||||||||
| CHARLES TAYLOR PLC | ||||||||||||
| Security | G2052V107 | Meeting Type | Court Meeting | |||||||||
| Ticker Symbol | Meeting Date | 22-Nov-2019 | ||||||||||
| ISIN | GB0001883718 | Agenda | 711642618 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | TO APPROVE THE SCHEME | Management | For | For | ||||||||
| CMMT | 18 OCT 2019: PLEASE NOTE THAT ABSTAIN
IS NOT A VALID VOTE OPTION FOR THIS-MEETING TYPE. PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU-CHOOSE TO VOTE ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY-THE ISSUER OR ISSUERS AGENT. |
Non-Voting | ||||||||||
| CMMT | 18 OCT 2019: PLEASE NOTE THAT THIS IS
A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. |
Non-Voting | ||||||||||
| CHARLES TAYLOR PLC | ||||||||||||
| Security | G2052V107 | Meeting Type | Ordinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 22-Nov-2019 | ||||||||||
| ISIN | GB0001883718 | Agenda | 711642656 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | TO IMPLEMENT THE SCHEME, AS SET OUT IN
THE NOTICE OF GENERAL MEETING, INCLUDING THE AMENDMENT TO THE ARTICLES OF THE COMPANY |
Management | For | For | ||||||||
| SOPHOS GROUP PLC | ||||||||||||
| Security | G8T826102 | Meeting Type | Ordinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 03-Dec-2019 | ||||||||||
| ISIN | GB00BYZFZ918 | Agenda | 711752697 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | APPROVE MATTERS RELATING TO THE RECOMMENDED CASH ACQUISITION OF SOPHOS GROUP PLC BY SURF BUYER LIMITED |
Management | For | For | ||||||||
| CMMT | 12 NOV 2019: PLEASE NOTE THAT THE MEETING TYPE WAS CHANGED FROM EGM TO OGM.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. |
Non-Voting | ||||||||||
| SOPHOS GROUP PLC | ||||||||||||
| Security | G8T826102 | Meeting Type | Court Meeting | |||||||||
| Ticker Symbol | Meeting Date | 03-Dec-2019 | ||||||||||
| ISIN | GB00BYZFZ918 | Agenda | 711753586 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT ABSTAIN IS NOT A VALID
VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT |
Non-Voting | ||||||||||
| 1 | FOR THE PURPOSE OF CONSIDERING AND, IF THOUGHT FIT, APPROVING (WITH OR WITHOUT MODIFICATION) A SCHEME OF ARRANGEMENT PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 (THE "SCHEME") BETWEEN THE COMPANY AND THE HOLDERS OF SCHEME SHARES |
Management | For | For | ||||||||
| SEMGROUP CORPORATION | ||||||||||||
| Security | 81663A105 | Meeting Type | Special | |||||||||
| Ticker Symbol | SEMG | Meeting Date | 04-Dec-2019 | |||||||||
| ISIN | US81663A1051 | Agenda | 935098978 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To approve and adopt the Agreement and
Plan of Merger dated as of September 15, 2019 (the "merger agreement"), by and among SemGroup Corporation (the "Company"), Energy Transfer LP ("Energy Transfer") and Nautilus Merger Sub LLC ("Merger Sub"), pursuant to which, among other things, Merger Sub will be merged with and into the Company (the "merger"), with the Company surviving the merger as a direct wholly owned subsidiary of Energy Transfer (the "merger proposal"). |
Management | For | For | ||||||||
| 2. | To approve, on an advisory (non-binding)
basis, the specified compensation that may be received by the Company's named executive officers in connection with the merger. |
Management | For | For | ||||||||
| 3. | To approve any adjournment of the special
meeting, if necessary, to solicit additional proxies in favor of the merger proposal. |
Management | For | For | ||||||||
| VITAMIN SHOPPE, INC. | ||||||||||||
| Security | 92849E101 | Meeting Type | Special | |||||||||
| Ticker Symbol | VSI | Meeting Date | 11-Dec-2019 | |||||||||
| ISIN | US92849E1010 | Agenda | 935103313 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated August 7, 2019 (as may be amended from time to time, the "Merger Agreement"), by and among Vitamin Shoppe, Inc. ("Vitamin Shoppe"), Franchise Group, Inc. (formerly known as Liberty Tax, Inc.) and Valor Acquisition, LLC. |
Management | For | For | ||||||||
| 2. | To approve, on an advisory (non-binding
basis), the compensation that may be paid or become payable to Vitamin Shoppe's named executive officers that is based on or otherwise relates to the Merger Agreement. |
Management | For | For | ||||||||
| 3. | To approve any adjournment of the special
meeting of the stockholders of Vitamin Shoppe (the "Special Meeting") to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the Special Meeting. |
Management | For | For | ||||||||
| HUDSON'S BAY COMPANY | ||||||||||||
| Security | 444218101 | Meeting Type | Special General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 17-Dec-2019 | ||||||||||
| ISIN | CA4442181018 | Agenda | 711773108 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR- ONLY FOR RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT THIS MEETING MENTIONS DISSENTER'S RIGHTS, PLEASE REFER TO-THE MANAGEMENT INFORMATION CIRCULAR FOR DETAILS |
Non-Voting | ||||||||||
| 1 | THE SPECIAL RESOLUTION, THE FULL TEXT
OF WHICH IS SET FORTH IN APPENDIX A TO HUDSON'S BAY COMPANY'S MANAGEMENT INFORMATION CIRCULAR MAILED TO SHAREHOLDERS IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 17, 2019 (THE "CIRCULAR"), TO APPROVE A PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, ALL AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR |
Management | For | For | ||||||||
| AROTECH CORPORATION | ||||||||||||
| Security | 042682203 | Meeting Type | Special | |||||||||
| Ticker Symbol | ARTX | Meeting Date | 17-Dec-2019 | |||||||||
| ISIN | US0426822039 | Agenda | 935101408 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of September 22, 2019, as such agreement may be amended from time to time (the "merger agreement"), by and among Argonaut Intermediate, Inc., a Delaware corporation ("Parent"), Argonaut Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Arotech Corporation, a Delaware corporation (the "Company"), pursuant to which Merger Sub will be merged with and into the Company (the "merger"). |
Management | For | For | ||||||||
| 2. | To approve a nonbinding, advisory proposal
to approve the compensation that may be paid or may become payable to the Company's named executive officers in connection with, or following, the consummation of the merger. |
Management | For | For | ||||||||
| 3. | To approve a proposal to adjourn the special
meeting to a later date or time, if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger proposal. |
Management | For | For | ||||||||
| RA PHARMACEUTICALS, INC. | ||||||||||||
| Security | 74933V108 | Meeting Type | Special | |||||||||
| Ticker Symbol | RARX | Meeting Date | 17-Dec-2019 | |||||||||
| ISIN | US74933V1089 | Agenda | 935105898 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | The proposal to adopt the Merger Agreement. | Management | For | For | ||||||||
| 2. | The proposal to approve the adjournment
of the Special Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to approve the proposal to adopt the Merger Agreement at the time of the Special Meeting. |
Management | For | For | ||||||||
| CANFOR CORPORATION (NEW) | ||||||||||||
| Security | 137576104 | Meeting Type | Special General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 18-Dec-2019 | ||||||||||
| ISIN | CA1375761048 | Agenda | 711779681 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR- RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT THIS MEETING MENTIONS DISSENTER'S RIGHTS, PLEASE REFER TO-THE MANAGEMENT INFORMATION CIRCULAR FOR DETAILS |
Non-Voting | ||||||||||
| 1 | ARRANGEMENT RESOLUTION: TO CONSIDER, PURSUANT TO AN INTERIM ORDER OF THE SUPREME COURT OF BRITISH COLUMBIA DATED NOVEMBER 18, 2019 AND, IF DEEMED ADVISABLE, TO PASS, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET OUT IN APPENDIX A TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR (THE "CIRCULAR"), TO APPROVE AN ARRANGEMENT PURSUANT TO SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) |
Management | For | For | ||||||||
| ALTAGAS CANADA INC | ||||||||||||
| Security | 02137A109 | Meeting Type | Special General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 19-Dec-2019 | ||||||||||
| ISIN | CA02137A1093 | Agenda | 711831506 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR- RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING |
Non-Voting | ||||||||||
| 1 | TO APPROVE A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX A TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT OF ALTAGAS CANADA INC. (THE "CIRCULAR"), APPROVING A PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, ALL AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR |
Management | For | For | ||||||||
| CMMT | 28 NOV 2019: PLEASE NOTE THAT THIS MEETING MENTIONS DISSENTER'S RIGHTS;-PLEASE REFER TO THE MANAGEMENT INFORMATION CIRCULAR FOR DETAILS. |
Non-Voting | ||||||||||
| CMMT | 28 NOV 2019: PLEASE NOTE THAT THIS IS
A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU |
Non-Voting | ||||||||||
| ACHILLION PHARMACEUTICALS, INC. | ||||||||||||
| Security | 00448Q201 | Meeting Type | Special | |||||||||
| Ticker Symbol | ACHN | Meeting Date | 19-Dec-2019 | |||||||||
| ISIN | US00448Q2012 | Agenda | 935110003 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | To consider and vote on proposal to adopt
Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), among Achillion Pharmaceuticals, Inc., a Delaware corp. ("Achillion"), Alexion Pharmaceuticals, Inc., a Delaware corporation ("Alexion"), & Beagle Merger Sub, Inc., a Delaware corp. and a wholly-owned subsidiary of Alexion ("Merger Sub"). Pursuant to terms of Merger Agreement, Merger Sub will merge with & into Achillion and Achillion will continue as surviving corp. and as a wholly owned subsidiary of Alexion (the "Merger") |
Management | For | For | ||||||||
| 2 | To consider and vote on any proposal to
adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. |
Management | For | For | ||||||||
| 3 | To consider and vote on the proposal to
approve, by non- binding, advisory vote, compensation that will or may become payable by Achillion to its named executive officers in connection with the Merger. |
Management | For | For | ||||||||
| CISION LTD. | ||||||||||||
| Security | G1992S109 | Meeting Type | Special | |||||||||
| Ticker Symbol | CISN | Meeting Date | 19-Dec-2019 | |||||||||
| ISIN | KYG1992S1093 | Agenda | 935113352 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Special resolution to authorize the merger
agreement, the plan of merger, and the transactions contemplated by the merger agreement and the plan of merger, including the merger. |
Management | For | For | ||||||||
| 2. | Ordinary resolution to approve, on a non-binding, advisory basis, the compensation to be paid or become payable to Cision Ltd.'s named executive officers that is based on or otherwise relates to the merger. |
Management | For | For | ||||||||
| 3. | Ordinary resolution to authorize the adjournment
of the extraordinary general meeting as directed by the chairman, if determined necessary by the chairman in certain circumstances. |
Management | For | For | ||||||||
| PIVOTAL SOFTWARE INC | ||||||||||||
| Security | 72582H107 | Meeting Type | Special | |||||||||
| Ticker Symbol | PVTL | Meeting Date | 27-Dec-2019 | |||||||||
| ISIN | US72582H1077 | Agenda | 935112576 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | The proposal to adopt and approve the
Agreement and Plan of Merger, dated as of August 22, 2019, among Pivotal Software, Inc., a Delaware Corporation, VMware, Inc., a Delaware corporation, and Raven Transaction Sub, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of VMware, as it may be amended from time to time. |
Management | For | For | ||||||||
| 2. | The proposal to approve the adjournment
or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to adopt and approve the merger agreement. |
Management | For | For | ||||||||
| YASHILI INTERNATIONAL HOLDINGS LTD | ||||||||||||
| Security | G98340105 | Meeting Type | ExtraOrdinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 31-Dec-2019 | ||||||||||
| ISIN | KYG983401053 | Agenda | 711883959 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- https://www1.hkexnews.hk/listedco/listconews/sehk/2019/ 1212/2019121200067.pdf-AND- https://www1.hkexnews.hk/listedco/listconews/sehk/2019/ 1212/2019121200083.pdf |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR- RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING |
Non-Voting | ||||||||||
| 1 | A) TO APPROVE THE 2020 SUPPLY AGREEMENT
(AS DEFINED IN THE CIRCULAR OF THE COMPANY DATED 12 DECEMBER 2019 (THE ''CIRCULAR'')) AND THE TRANSACTIONS CONTEMPLATED THEREUNDER (INCLUDING THE PROPOSED ANNUAL CAP FOR THE TRANSACTIONS CONTEMPLATED THEREUNDER FOR THE YEAR ENDING 31 DECEMBER 2020 AS DESCRIBED IN THE CIRCULAR); B) TO AUTHORISE ANY ONE DIRECTOR OF THE COMPANY OR ANY TWO DIRECTORS OF THE COMPANY, IF THE AFFIXATION OF THE COMMON SEAL IS NECESSARY, TO FOR AND ON BEHALF OF THE COMPANY TO DO ALL SUCH THINGS AND EXERCISE ALL POWERS WHICH HE/THEY CONSIDER(S) NECESSARY, DESIRABLE OR EXPEDIENT IN CONNECTION WITH THE 2020 SUPPLY AGREEMENT, AND OTHERWISE IN CONNECTION WITH THE IMPLEMENTATION OF THE TRANSACTIONS CONTEMPLATED THEREUNDER, INCLUDING, WITHOUT LIMITATION, THE EXECUTION, AMENDMENT, SUPPLEMENT, DELIVERY, WAIVER, SUBMISSION AND IMPLEMENTATION OF ANY FURTHER AGREEMENTS, DEEDS OR OTHER DOCUMENTS |
Management | For | For | ||||||||
| FITBIT, INC. | ||||||||||||
| Security | 33812L102 | Meeting Type | Special | |||||||||
| Ticker Symbol | FIT | Meeting Date | 03-Jan-2020 | |||||||||
| ISIN | US33812L1026 | Agenda | 935116687 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger
(as it may be amended from time to time, the "Merger Agreement"), dated as of November 1, 2019, by and among Google LLC ("Google"), a Delaware limited liability company and wholly owned subsidiary of Alphabet Inc., Magnoliophyta Inc., a Delaware corporation and wholly owned subsidiary of Google, and Fitbit, Inc., a Delaware corporation ("Fitbit"). |
Management | For | For | ||||||||
| 2. | To approve, on a non-binding advisory
basis, the compensation that may be paid or become payable to Fitbit's named executive officers that is based on or otherwise relates to the merger. |
Management | For | For | ||||||||
| 3. | Approve the adjournment of virtual special
meeting to a later date or dates, if Fitbit's board of directors determines that it is necessary or appropriate, and is permitted by the Merger Agreement, to (i) solicit additional proxies if (a) there is not a quorum present or represented by proxy or (b) there are insufficient votes to adopt Merger Agreement, in each case, at the time of the then- scheduled virtual special meeting, (ii) give holders of Fitbit's Class A common stock and Class B common stock (iii) otherwise comply with applicable law. |
Management | For | For | ||||||||
| INNOPHOS HOLDINGS, INC. | ||||||||||||
| Security | 45774N108 | Meeting Type | Special | |||||||||
| Ticker Symbol | IPHS | Meeting Date | 15-Jan-2020 | |||||||||
| ISIN | US45774N1081 | Agenda | 935114607 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of October 20, 2019 (as it may be amended, supplemented or otherwise modified from time to time, the "merger agreement"), by and among Iris Parent LLC, a Delaware limited liability company, Iris Merger Sub 2019, Inc., a Delaware corporation and wholly owned subsidiary of Parent, and Innophos Holdings, Inc., a Delaware corporation (the "Company"). |
Management | For | For | ||||||||
| 2. | To approve, on a nonbinding, advisory
basis, the compensation that may be paid or may become payable to the Company's named executive officers in connection with, or following, the consummation of the transactions contemplated by the merger agreement. |
Management | For | For | ||||||||
| 3. | To approve the adjournment of the special
meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the adoption of the merger agreement. |
Management | For | For | ||||||||
| WILLIAM LYON HOMES | ||||||||||||
| Security | 552074700 | Meeting Type | Special | |||||||||
| Ticker Symbol | WLH | Meeting Date | 30-Jan-2020 | |||||||||
| ISIN | US5520747008 | Agenda | 935119708 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Merger Proposal: To approve the adoption
of the Agreement and Plan of Merger, dated as of November 5, 2019, among Taylor Morrison Homes Corporation ("Taylor Morrison"), Tower Merger Sub, Inc., a wholly owned subsidiary of Taylor Morrison ("Merger Sub"), and William Lyon Homes, pursuant to which Merger Sub will be merged with and into William Lyon Homes, with William Lyon Homes continuing as the surviving corporation and a wholly owned subsidiary of Taylor Morrison (the "merger"). |
Management | For | For | ||||||||
| 2. | Advisory Compensation Proposal: To approve,
on an advisory, non- binding basis, the compensation that may be paid or become payable to William Lyon Homes' named executive officers in connection with the merger. |
Management | For | For | ||||||||
| 3. | William Lyon Homes Adjournment Proposal:
To adjourn the William Lyon Homes special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal. |
Management | For | For | ||||||||
| LIBERTY PROPERTY TRUST | ||||||||||||
| Security | 531172104 | Meeting Type | Special | |||||||||
| Ticker Symbol | LPT | Meeting Date | 30-Jan-2020 | |||||||||
| ISIN | US5311721048 | Agenda | 935119710 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To approve the merger of a newly created
indirect wholly owned subsidiary of Liberty Property Trust ("Liberty") with and into Liberty, with Liberty continuing as the surviving entity and as an indirect wholly owned subsidiary of Leaf Holdco Property Trust, a current wholly owned subsidiary of Liberty, followed by the merger of Leaf Holdco Property Trust with and into Lambda REIT Acquisition LLC, a wholly owned subsidiary of Prologis, Inc., with Lambda REIT Acquisition LLC continuing as the surviving company. |
Management | For | For | ||||||||
| 2. | To approve a non-binding advisory proposal
to approve certain compensation that may be paid or become payable to certain named executive officers of Liberty in connection with the Company Mergers and the other transactions contemplated by the merger agreement. |
Management | For | For | ||||||||
| 3. | To approve one or more adjournments of
the Liberty special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the Company Mergers on the terms and conditions set forth in the merger agreement. |
Management | For | For | ||||||||
| LADENBURG THALMANN FINL SVCS INC. | ||||||||||||
| Security | 50575Q102 | Meeting Type | Special | |||||||||
| Ticker Symbol | LTS | Meeting Date | 30-Jan-2020 | |||||||||
| ISIN | US50575Q1022 | Agenda | 935119760 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To approve the Agreement and Plan of Merger,
dated as of November 11, 2019 (the "Merger Agreement"), by and among Ladenburg Thalmann Financial Services Inc., Advisor Group Holdings, Inc. and Harvest Merger Sub, Inc., and the merger and other transactions contemplated by the Merger Agreement. |
Management | For | For | ||||||||
| 2. | To approve, by a non-binding advisory
vote, certain compensation arrangements for Ladenburg Thalmann Financial Services Inc.'s named executive officers in connection with the merger contemplated by the Merger Agreement. |
Management | For | For | ||||||||
| 3. | To adjourn the Special Meeting, if necessary
or appropriate, including if there are not holders of a sufficient number of shares of Ladenburg Thalmann Financial Services Inc. Common Stock present or represented by proxy at the Special Meeting to constitute a quorum. |
Management | For | For | ||||||||
| HANSTEEN HOLDINGS PLC | ||||||||||||
| Security | G4383U105 | Meeting Type | Ordinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 31-Jan-2020 | ||||||||||
| ISIN | GB00B0PPFY88 | Agenda | 711976158 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | TO GIVE EFFECT TO THE SCHEME OF ARRANGEMENT DATED 10 JANUARY 2020 AND THAT THE DIRECTORS OF THE COMPANY BE AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY: ARTICLE 147 |
Management | For | For | ||||||||
| HANSTEEN HOLDINGS PLC | ||||||||||||
| Security | G4383U105 | Meeting Type | Court Meeting | |||||||||
| Ticker Symbol | Meeting Date | 31-Jan-2020 | ||||||||||
| ISIN | GB00B0PPFY88 | Agenda | 711976160 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | APPROVAL OF THE SCHEME | Management | For | For | ||||||||
| CMMT | PLEASE NOTE THAT ABSTAIN IS NOT A VALID
VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT |
Non-Voting | ||||||||||
| TIFFANY & CO. | ||||||||||||
| Security | 886547108 | Meeting Type | Special | |||||||||
| Ticker Symbol | TIF | Meeting Date | 04-Feb-2020 | |||||||||
| ISIN | US8865471085 | Agenda | 935121347 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | The merger proposal - To adopt the Agreement
and Plan of Merger, dated as of November 24, 2019, as it may be amended from time to time (the "merger agreement"), by and among Tiffany & Co. ("Company"), LVMH Moët Hennessy-Louis Vuitton SE, a societas Europaea (European company) organized under laws of France ("Parent"), Breakfast Holdings Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent, & Breakfast Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Holding ("Merger Sub"). |
Management | For | For | ||||||||
| 2. | The compensation proposal: To approve,
by non-binding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the merger. |
Management | For | For | ||||||||
| 3. | The adjournment proposal: To adjourn or
postpone the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger proposal described above in Proposal 1. |
Management | For | For | ||||||||
| TEMPLE HOTELS INC | ||||||||||||
| Security | 879854206 | Meeting Type | Special General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 10-Feb-2020 | ||||||||||
| ISIN | CA8798542061 | Agenda | 711976045 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR- RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING |
Non-Voting | ||||||||||
| 1 | TO CONSIDER, AND, IF DEEMED ADVISABLE
TO PASS, THE SPECIAL RESOLUTION OF SHAREHOLDERS OF THE CORPORATION, A COPY OF WHICH IS ATTACHED AS APPENDIX A OF THE INFORMATION CIRCULAR OF THE CORPORATION DATED JANUARY 10, 2019 (THE "CIRCULAR"), TO APPROVE THE ARRANGEMENT PURSUANT TO SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT BETWEEN THE CORPORATION AND MORGUARD CORPORATION, AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR |
Management | For | For | ||||||||
| CMMT | PLEASE NOTE THAT THIS MEETING MENTIONS DISSENTER'S RIGHTS, PLEASE REFER TO-THE MANAGEMENT INFORMATION CIRCULAR FOR DETAILS |
Non-Voting | ||||||||||
| CINEPLEX INC | ||||||||||||
| Security | 172454100 | Meeting Type | Special General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 11-Feb-2020 | ||||||||||
| ISIN | CA1724541000 | Agenda | 712006229 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR- RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT THIS MEETING MENTIONS DISSENTER'S RIGHTS, PLEASE REFER TO-THE MANAGEMENT INFORMATION CIRCULAR FOR DETAILS |
Non-Voting | ||||||||||
| 1 | TO CONSIDER, PURSUANT TO AN INTERIM ORDER OF THE ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) DATED JANUARY 9, 2020, AS SAME MAY BE AMENDED, AND, IF THOUGHT ADVISABLE TO PASS, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION TO APPROVE A PROPOSED PLAN OF ARRANGEMENT INVOLVING CINEPLEX INC., CINEWORLD GROUP PLC AND 1232743 B.C. LTD. (OR ITS ASSIGNEE) (AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF CINEWORLD GROUP PLC) PURSUANT TO SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO), THE FULL TEXT OF WHICH IS ATTACHED AS APPENDIX B TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR OF CINEPLEX INC. DATED JANUARY 3, 2020 |
Management | For | For | ||||||||
| TECH DATA CORPORATION | ||||||||||||
| Security | 878237106 | Meeting Type | Special | |||||||||
| Ticker Symbol | TECD | Meeting Date | 12-Feb-2020 | |||||||||
| ISIN | US8782371061 | Agenda | 935122995 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Approve and adopt the Agreement and Plan
of Merger, dated as of November 12, 2019, as amended on November 27, 2019 by that certain Amendment No. 1 to the Agreement and Plan of Merger, among Tech Data Corporation, Tiger Midco, LLC and Tiger Merger Sub Co. (as may be amended from time to time, the "Merger Agreement"). |
Management | For | For | ||||||||
| 2. | Approve, on an advisory (non-binding)
basis, the compensation that may be paid or become payable to Tech Data Corporation's named executive officers in connection with the merger. |
Management | For | For | ||||||||
| 3. | Approve the adjournment of the special
meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve Proposal 1 (to approve and adopt the Merger Agreement) or in the absence of a quorum. |
Management | For | For | ||||||||
| VERSAPAY CORP | ||||||||||||
| Security | 92529P103 | Meeting Type | Special General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 14-Feb-2020 | ||||||||||
| ISIN | CA92529P1036 | Agenda | 712006217 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTION 1. THANK YOU |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT THIS MEETING MENTIONS DISSENTER'S RIGHTS, PLEASE REFER TO-THE MANAGEMENT INFORMATION CIRCULAR FOR DETAILS |
Non-Voting | ||||||||||
| 1 | THE SPECIAL RESOLUTION, THE FULL TEXT
OF WHICH IS SET FORTH IN APPENDIX "A" TO THE MANAGEMENT INFORMATION CIRCULAR OF VERSAPAY CORPORATION DATED JANUARY 15, 2020 (THE "CIRCULAR"), TO APPROVE A PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT INVOLVING VERSAPAY CORPORATION AND 1233518 B.C. LTD., AN AFFILIATE OF GREAT HILL PARTNERS, ALL AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR |
Management | For | For | ||||||||
| KONINKLIJKE VOLKERWESSELS N.V. | ||||||||||||
| Security | N5075E103 | Meeting Type | ExtraOrdinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 17-Feb-2020 | ||||||||||
| ISIN | NL0012294466 | Agenda | 711932942 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO- BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU |
Non-Voting | ||||||||||
| 1 | OPENING OF THE GENERAL MEETING | Non-Voting | ||||||||||
| 2 | EXPLANATION ON THE RECOMMENDED OFFER IN CASH BY REGGEBORGH HOLDING B.V. ON-ALL OUTSTANDING AND ISSUED SHARES OF KONINKLIJKE VOLKER WESSELS N.V |
Non-Voting | ||||||||||
| 3.A | CONDITIONAL ASSET SALE AND LIQUIDATION: CONDITIONAL APPROVAL OF THE ASSET SALE (AS DEFINED IN THE EXPLANATORY NOTES) AS REQUIRED UNDER ARTICLE 2:107A OF THE DUTCH CIVIL CODE (THE "DCC") |
Management | No Action | |||||||||
| 3.B | CONDITIONAL ASSET SALE AND LIQUIDATION: CONDITIONAL RESOLUTION TO (I) DISSOLVE (ONTBINDEN) THE COMPANY AND APPOINT THE MEMBERS OF THE MANAGEMENT BOARD (AS DEFINED IN THE EXPLANATORY NOTES) AS THE LIQUIDATORS (VEREFFENAARS) OF THE COMPANY IN ACCORDANCE WITH ARTICLE 2:19 OF THE DCC AND (II) APPOINT REGGEBORGH AS THE CUSTODIAN OF THE BOOKS AND RECORDS OF THE COMPANY IN ACCORDANCE WITH ARTICLE 2:24 OF THE DCC |
Management | No Action | |||||||||
| 4 | CONDITIONAL CONVERSION OF THE COMPANY FROM A PUBLIC LIMITED LIABILITY COMPANY (NAAMLOZE VENNOOTSCHAP) INTO A PRIVATE LIMITED LIABILITY COMPANY (BESLOTEN VENNOOTSCHAP MET BEPERKTE AANSPRAKELIJKHEID) AND AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY |
Management | No Action | |||||||||
| 5 | ANY OTHER BUSINESS | Non-Voting | ||||||||||
| 6 | CLOSING OF THE GENERAL MEETING | Non-Voting | ||||||||||
| INSTRUCTURE, INC. | ||||||||||||
| Security | 45781U103 | Meeting Type | Special | |||||||||
| Ticker Symbol | INST | Meeting Date | 25-Feb-2020 | |||||||||
| ISIN | US45781U1034 | Agenda | 935122717 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of December 4, 2019, by and among Instructure, Inc. ("Instructure"), PIV Purchaser, LLC and PIV Merger Sub, Inc. (the "Merger Agreement"). |
Management | For | For | ||||||||
| 2. | To approve, on an advisory (non-binding)
basis, the compensation that may be paid or become payable to Instructure's named executed officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. |
Management | For | For | ||||||||
| 3. | To approve any proposal to adjourn the
Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. |
Management | For | For | ||||||||
| CRAFT BREW ALLIANCE, INC. | ||||||||||||
| Security | 224122101 | Meeting Type | Special | |||||||||
| Ticker Symbol | BREW | Meeting Date | 25-Feb-2020 | |||||||||
| ISIN | US2241221017 | Agenda | 935125888 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To consider and vote on a proposal to
adopt Agreement & Plan of Merger, (as amended from time to time, "merger agreement), by and among Company, Anheuser- Busch Companies, LLC, a Delaware limited liability company ("Parent"), and Barrel Subsidiary, Inc., a Washington Corp. and a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into Company (which we refer to as "merger"), with the Company surviving merger as a wholly owned subsidiary of Parent, which we refer to as the "Merger Agreement Proposal. |
Management | For | For | ||||||||
| 2. | To consider and vote on one or more proposals
to adjourn the special meeting, if necessary or appropriate, including adjournment to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement Proposal, which we refer as the "Adjournment Proposal." |
Management | For | For | ||||||||
| 3. | To approve, by nonbinding advisory vote,
certain compensation arrangements for the Company's named executive officers in connection with the merger, which we refer as the "Advisory (Nonbinding) Merger-Related Compensation Proposal." |
Management | For | For | ||||||||
| HUDSON'S BAY COMPANY | ||||||||||||
| Security | 444218101 | Meeting Type | Special General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 27-Feb-2020 | ||||||||||
| ISIN | CA4442181018 | Agenda | 712068510 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE IN 'FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT THIS MEETING MENTIONS DISSENTER'S RIGHTS, PLEASE REFER TO-THE MANAGEMENT INFORMATION CIRCULAR FOR DETAILS |
Non-Voting | ||||||||||
| 1 | THE SPECIAL RESOLUTION, THE FULL TEXT
OF WHICH IS SET FORTH IN APPENDIX A TO HUDSON'S BAY COMPANY'S AMENDED AND RESTATED MANAGEMENT INFORMATION CIRCULAR DATED (JANUARY 30, 2020) AND MAILED TO SHAREHOLDERS IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 27, 2020 (THE "CIRCULAR"), TO APPROVE AN ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, ALL AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR |
Management | For | For | ||||||||
| CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. | ||||||||||||
| Security | G20045202 | Meeting Type | Special | |||||||||
| Ticker Symbol | CETV | Meeting Date | 27-Feb-2020 | |||||||||
| ISIN | BMG200452024 | Agenda | 935124886 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Approval of the Agreement and Plan of
Merger, dated as of October 27, 2019, by and among the Company, TV Bidco B.V. ("Parent"), and TV Bermuda Ltd. ("Merger Sub"), the statutory merger agreement required in accordance with Section 105 of the Companies Act 1981 of Bermuda, as amended, and the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company of such merger and a wholly- owned subsidiary of Parent (the "Merger"). |
Management | For | For | ||||||||
| 2. | Approval, on an advisory (non-binding)
basis, of the compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger. |
Management | For | For | ||||||||
| 3. | Approval of an adjournment of the Special
General Meeting, if necessary or appropriate, to a later date or dates, to solicit additional proxies if there are insufficient votes to approve proposal 1 at the time of the Special General Meeting. |
Management | For | For | ||||||||
| STEUBEN TRUST CORPORATION | ||||||||||||
| Security | 860010107 | Meeting Type | Special | |||||||||
| Ticker Symbol | SBHO | Meeting Date | 03-Mar-2020 | |||||||||
| ISIN | US8600101070 | Agenda | 935122818 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of October 18, 2019 (the "Merger Agreement"), by and between Community Bank System, Inc., a Delaware corporation ("Community Bank System"), and Steuben Trust Corporation, a New York corporation ("Steuben"), which provides for the merger of Steuben with and into Community Bank System with Community Bank System as the surviving company (the "Merger"). |
Management | For | For | ||||||||
| 2. | To approve one or more adjournments of
the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement. |
Management | For | For | ||||||||
| AIRCASTLE LIMITED | ||||||||||||
| Security | G0129K104 | Meeting Type | Special | |||||||||
| Ticker Symbol | AYR | Meeting Date | 06-Mar-2020 | |||||||||
| ISIN | BMG0129K1045 | Agenda | 935127060 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Approval and adoption of the Agreement
and Plan of Merger, dated November 5, 2019, and the related Statutory Merger Agreement, by and among Aircastle Limited, a Bermuda exempted company (the "Company"), MM Air Limited, a Bermuda exempted company ("Parent"), and MM Air Merger Sub Limited, a Bermuda exempted company and wholly-owned subsidiary of Parent, and the transactions contemplated thereby, including the merger (the "Merger Proposal"). |
Management | For | For | ||||||||
| 2. | Advisory (non-binding) approval of specified compensation that may become payable to the named executive officers of the Company in connection with the merger (the "Compensation Proposal"). |
Management | For | For | ||||||||
| 3. | Approval of adjournment of the special
general meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special general meeting to approve the Merger Proposal (the "Adjournment Proposal"). |
Management | For | For | ||||||||
| PATTERN ENERGY GROUP INC. | ||||||||||||
| Security | 70338P100 | Meeting Type | Special | |||||||||
| Ticker Symbol | PEGI | Meeting Date | 10-Mar-2020 | |||||||||
| ISIN | US70338P1003 | Agenda | 935129165 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger
(as it may be amended from time to time, the "Merger Agreement"), dated as of November 3, 2019, among Pattern, Pacific US Inc. and Pacific BidCo US Inc., and approve the Merger. |
Management | For | For | ||||||||
| 2. | To approve, on a non-binding advisory
basis, the compensation that may be paid or become payable to Pattern's named executive officers that is based on or otherwise relates to the Merger. |
Management | For | For | ||||||||
| 3. | To approve the adjournment of the special
meeting to a later date or dates, to solicit additional proxies if there is not a quorum present or there are insufficient votes to adopt the Merger Agreement and approve the Merger, in each case, at the time of the then-scheduled special meeting, or to give stockholders additional time to evaluate new material information or disclosure. |
Management | For | For | ||||||||
| LOGMEIN, INC | ||||||||||||
| Security | 54142L109 | Meeting Type | Special | |||||||||
| Ticker Symbol | LOGM | Meeting Date | 12-Mar-2020 | |||||||||
| ISIN | US54142L1098 | Agenda | 935129824 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Adoption of the Agreement and Plan of
Merger, dated December 17, 2019 (as it may be amended from time to time, the "Merger Agreement"), by and among LogMeIn, Inc., a Delaware corporation, Logan Parent LLC, a Delaware limited liability company, and Logan Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Logan Parent, LLC. |
Management | For | For | ||||||||
| 2. | Adjourn the Special Meeting to a later
date or dates if necessary to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. |
Management | For | For | ||||||||
| 3. | Approval of, on a non-binding, advisory
basis, certain compensation that will or may become payable to the Company's named executive officers in connection with the transactions contemplated by the Merger Agreement. |
Management | For | For | ||||||||
| AQUAVENTURE HOLDINGS LTD. | ||||||||||||
| Security | G0443N107 | Meeting Type | Special | |||||||||
| Ticker Symbol | WAAS | Meeting Date | 16-Mar-2020 | |||||||||
| ISIN | VGG0443N1078 | Agenda | 935131994 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To consider and vote on a proposal to
adopt the Agreement and Plan of Merger, dated as of December 23, 2019, among Culligan International Company, a Delaware corporation ("Parent"), Amberjack Merger Sub Limited, a business company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent, and AquaVenture Holdings Limited, a business company incorporated under the laws of the British Virgin Islands (as it may be amended from time to time, the "merger agreement"). |
Management | For | For | ||||||||
| 2. | To approve one or more adjournments of
the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. |
Management | For | For | ||||||||
| SHOWA AIRCRAFT INDUSTRY CO.,LTD. | ||||||||||||
| Security | J74917105 | Meeting Type | ExtraOrdinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 17-Mar-2020 | ||||||||||
| ISIN | JP3368800003 | Agenda | 712215880 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | Approve Reduction of Stated Capital | Management | For | For | ||||||||
| 2 | Approve Reduction of Capital Reserve and
Retained Earnings Reserve |
Management | For | For | ||||||||
| 3 | Approve Appropriation of Surplus | Management | For | For | ||||||||
| THE HABIT RESTAURANTS, INC. | ||||||||||||
| Security | 40449J103 | Meeting Type | Special | |||||||||
| Ticker Symbol | HABT | Meeting Date | 18-Mar-2020 | |||||||||
| ISIN | US40449J1034 | Agenda | 935132895 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated January 5, 2020, by and among The Habit Restaurants, Inc., YUM! Brands, Inc. and YEB Newco Inc. (the "Merger Agreement"). |
Management | For | For | ||||||||
| 2. | To approve, on an advisory (non-binding)
basis, the compensation that may be paid or become payable to the The Habit Restaurants, Inc.'s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. |
Management | For | For | ||||||||
| 3. | To approve any proposal to adjourn the
Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement. |
Management | For | For | ||||||||
| LENNAR CORPORATION | ||||||||||||
| Security | 526057302 | Meeting Type | Annual | |||||||||
| Ticker Symbol | LENB | Meeting Date | 07-Apr-2020 | |||||||||
| ISIN | US5260573028 | Agenda | 935133001 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1A. | Election of Director: Rick Beckwitt | Management | For | For | ||||||||
| 1B. | Election of Director: Irving Bolotin | Management | For | For | ||||||||
| 1C. | Election of Director: Steven L. Gerard | Management | For | For | ||||||||
| 1D. | Election of Director: Tig Gilliam | Management | For | For | ||||||||
| 1E. | Election of Director: Sherrill W. Hudson | Management | For | For | ||||||||
| 1F. | Election of Director: Jonathan M. Jaffe | Management | For | For | ||||||||
| 1G. | Election of Director: Sidney Lapidus | Management | For | For | ||||||||
| 1H. | Election of Director: Teri P. McClure | Management | For | For | ||||||||
| 1I. | Election of Director: Stuart Miller | Management | For | For | ||||||||
| 1J. | Election of Director: Armando Olivera | Management | For | For | ||||||||
| 1K. | Election of Director: Jeffrey Sonnenfeld | Management | For | For | ||||||||
| 1L. | Election of Director: Scott Stowell | Management | For | For | ||||||||
| 2. | Approve, on an advisory basis, the compensation
of our named executive officers. |
Management | For | For | ||||||||
| 3. | Ratify the appointment of Deloitte &
Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, 2020. |
Management | For | For | ||||||||
| ANIXTER INTERNATIONAL INC. | ||||||||||||
| Security | 035290105 | Meeting Type | Special | |||||||||
| Ticker Symbol | AXE | Meeting Date | 09-Apr-2020 | |||||||||
| ISIN | US0352901054 | Agenda | 935146440 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | The proposal to adopt the Agreement and
Plan of Merger, dated as of January 10, 2020 the "merger agreement"), by and among, Anixter International Inc., a Delaware corporation ("Anixter"), WESCO International, Inc., a Delaware corporation ("WESCO"), and Warrior Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of WESCO ("Merger Sub"),pursuant to which Merger Sub will be merged with and into Anixter (the "merger"), with Anixter surviving the merger as a wholly owned subsidiary of WESCO. |
Management | For | For | ||||||||
| 2. | The proposal to approve, by a non-binding
advisory vote, the compensation that may be paid or become payable to Anixter's named executive officers that is based on or otherwise relates to the merger. |
Management | For | For | ||||||||
| 3. | The proposal to adjourn the special meeting
to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement. |
Management | For | For | ||||||||
| KONINKLIJKE KPN NV | ||||||||||||
| Security | N4297B146 | Meeting Type | Annual General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 15-Apr-2020 | ||||||||||
| ISIN | NL0000009082 | Agenda | 712235870 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO- BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. |
Non-Voting | ||||||||||
| 1 | OPENING AND ANNOUNCEMENTS | Non-Voting | ||||||||||
| 2 | REPORT BY THE BOARD OF MANAGEMENT FOR THE FISCAL YEAR 2019 |
Non-Voting | ||||||||||
| 3 | PROPOSAL TO ADOPT THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2019 |
Management | No Action | |||||||||
| 4 | REMUNERATION REPORT FOR THE FISCAL YEAR 2019 |
Management | No Action | |||||||||
| 5 | EXPLANATION OF THE FINANCIAL AND DIVIDEND POLICY |
Non-Voting | ||||||||||
| 6 | PROPOSAL TO DETERMINE THE DIVIDEND OVER THE FISCAL YEAR 2019: EUR 12.5 PER SHARE |
Management | No Action | |||||||||
| 7 | PROPOSAL TO DISCHARGE THE MEMBERS OF THE BOARD OF MANAGEMENT FROM LIABILITY |
Management | No Action | |||||||||
| 8 | PROPOSAL TO DISCHARGE THE MEMBERS OF THE SUPERVISORY BOARD FROM LIABILITY |
Management | No Action | |||||||||
| 9 | PROPOSAL TO APPOINT THE EXTERNAL AUDITOR FOR THE FISCAL YEAR 2021: ERNST & YOUNG |
Management | No Action | |||||||||
| 10 | OPPORTUNITY TO MAKE RECOMMENDATIONS FOR THE APPOINTMENT OF A MEMBER OF THE- SUPERVISORY BOARD |
Non-Voting | ||||||||||
| 11 | PROPOSAL TO APPOINT MS C. GUILLOUARD AS MEMBER OF THE SUPERVISORY BOARD |
Management | No Action | |||||||||
| 12 | ANNOUNCEMENT CONCERNING VACANCIES IN THE SUPERVISORY BOARD ARISING IN 2021:-MR. C.J. GARCIA MORENO ELIZONDO , MR. D.J. HAANK AND MR. E.J.C. OVE RBEEK-WILL STEP DOWN, AS THEY WILL THEN HAVE REACHED THE END OF THEIR FOUR-YEAR-TERM |
Non-Voting | ||||||||||
| 13 | PROPOSAL TO ADOPT THE REMUNERATION POLICY FOR THE BOARD OF MANAGEMENT |
Management | No Action | |||||||||
| 14 | PROPOSAL TO ADOPT THE REMUNERATION POLICY FOR THE SUPERVISORY BOARD |
Management | No Action | |||||||||
| 15 | PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO RESOLVE THAT THE COMPANY MAY ACQUIRE ITS OWN SHARES |
Management | No Action | |||||||||
| 16 | PROPOSAL TO REDUCE THE CAPITAL THROUGH CANCELLATION OF OWN SHARES |
Management | No Action | |||||||||
| 17 | PROPOSAL TO DESIGNATE THE BOARD OF MANAGEMENT AS THE COMPETENT BODY TO ISSUE ORDINARY SHARES |
Management | No Action | |||||||||
| 18 | PROPOSAL TO DESIGNATE THE BOARD OF MANAGEMENT AS THE COMPETENT BODY TO RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS UPON ISSUING ORDINARY SHARES |
Management | No Action | |||||||||
| 19 | ANY OTHER BUSINESS | Non-Voting | ||||||||||
| 20 | VOTING RESULTS AND CLOSURE OF THE MEETING | Non-Voting | ||||||||||
| CMMT | 06 MAR 2020: PLEASE NOTE THAT THIS IS
A REVISION DUE TO MODIFICATION OF TEXT-OF RESOLUTION 6. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. |
Non-Voting | ||||||||||
| CMMT | 09 MAR 2020: PLEASE NOTE THAT THIS IS
A REVISION DUE TO MODIFICATION TEXT OF- RESOLUTION 12. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. |
Non-Voting | ||||||||||
| CNH INDUSTRIAL N.V. | ||||||||||||
| Security | N20944109 | Meeting Type | Annual General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 16-Apr-2020 | ||||||||||
| ISIN | NL0010545661 | Agenda | 712300348 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO- BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU |
Non-Voting | ||||||||||
| 1 | OPENING | Non-Voting | ||||||||||
| 2.A | POLICY ON ADDITIONS TO RESERVES AND ON DIVIDENDS |
Non-Voting | ||||||||||
| 2.B | ADOPTION OF THE 2019 ANNUAL FINANCIAL STATEMENTS |
Management | No Action | |||||||||
| 2.C | DETERMINATION AND DISTRIBUTION OF DIVIDEND | Management | No Action | |||||||||
| 2.D | RELEASE FROM LIABILITY OF THE EXECUTIVE DIRECTORS AND THE NON-EXECUTIVE DIRECTORS OF THE BOARD |
Management | No Action | |||||||||
| 3.A | 2019 REMUNERATION REPORT | Management | No Action | |||||||||
| 3.B | AMENDMENT TO THE REMUNERATION POLICY | Management | No Action | |||||||||
| 3.C | PROPOSAL TO APPROVE THE PLAN TO AWARD (RIGHTS TO SUBSCRIBE FOR) COMMON SHARES IN THE CAPITAL OF THE COMPANY TO EXECUTIVE DIRECTORS IN ACCORDANCE WITH ARTICLE 13.6 OF THE COMPANY'S ARTICLES OF ASSOCIATION |
Management | No Action | |||||||||
| 4.A | RE-APPOINTMENT OF SUZANNE HEYWOOD (EXECUTIVE DIRECTOR) |
Management | No Action | |||||||||
| 4.B | RE-APPOINTMENT OF HUBERTUS M. MUHLHAUSER (EXECUTIVE DIRECTOR) |
Non-Voting | ||||||||||
| 4.C | RE-APPOINTMENT OF LEO W. HOULE (NON- EXECUTIVE DIRECTOR) |
Management | No Action | |||||||||
| 4.D | RE-APPOINTMENT OF JOHN B. LANAWAY (NON- EXECUTIVE DIRECTOR) |
Management | No Action | |||||||||
| 4.E | RE-APPOINTMENT OF ALESSANDRO NASI (NON- EXECUTIVE DIRECTOR) |
Management | No Action | |||||||||
| 4.F | RE-APPOINTMENT OF LORENZO SIMONELLI (NON- EXECUTIVE DIRECTOR) |
Management | No Action | |||||||||
| 4.G | RE-APPOINTMENT OF JACQUELINE A. TAMMENOMS BAKKER (NON-EXECUTIVE DIRECTOR) |
Management | No Action | |||||||||
| 4.H | RE-APPOINTMENT OF JACQUES THEURILLAT (NON- EXECUTIVE DIRECTOR) |
Management | No Action | |||||||||
| 4.I | APPOINTMENT OF HOWARD BUFFETT (NON- EXECUTIVE DIRECTOR) |
Management | No Action | |||||||||
| 4.J | APPOINTMENT OF NELDA (JANINE) CONNORS (NON-EXECUTIVE DIRECTOR) |
Management | No Action | |||||||||
| 4.K | APPOINTMENT OF TUFAN ERGINBILGIC (NON- EXECUTIVE DIRECTOR) |
Management | No Action | |||||||||
| 4.L | APPOINTMENT OF VAGN SORENSEN (NON- EXECUTIVE DIRECTOR) |
Management | No Action | |||||||||
| 5 | PROPOSAL TO RE-APPOINT ERNST & YOUNG ACCOUNTANTS LLP AS THE INDEPENDENT AUDITOR OF THE COMPANY |
Management | No Action | |||||||||
| 6 | REPLACEMENT OF THE EXISTING AUTHORIZATION TO THE BOARD OF THE AUTHORITY TO ACQUIRE COMMON SHARES IN THE CAPITAL OF THE COMPANY |
Management | No Action | |||||||||
| 7 | CLOSE OF MEETING | Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT
TO MEETING ID 368895 DUE TO WITHDRAWAL-OF RESOLUTION 4.B. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE-DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE-REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE-ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU |
Non-Voting | ||||||||||
| TALLGRASS ENERGY, LP | ||||||||||||
| Security | 874696107 | Meeting Type | Special | |||||||||
| Ticker Symbol | TGE | Meeting Date | 16-Apr-2020 | |||||||||
| ISIN | US8746961072 | Agenda | 935148723 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | The approval and adoption of the Agreement
and Plan of Merger, dated as of December 16, 2019, by and among Tallgrass Energy, LP, Tallgrass Energy GP, LLC, Prairie Private Acquiror LP and Prairie Merger Sub LLC, as it may be amended from time to time, and the transactions contemplated thereby, including the merger of Prairie Private Acquiror LP with and into Tallgrass Energy, LP. |
Management | For | For | ||||||||
| ABERTIS INFRAESTRUCTURAS SA | ||||||||||||
| Security | E0003D111 | Meeting Type | Ordinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 21-Apr-2020 | ||||||||||
| ISIN | ES0111845014 | Agenda | 712239703 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | SHAREHOLDERS HOLDING LESS THAN "1000" SHARES (MINIMUM AMOUNT TO ATTEND THE- MEETING) MAY GRANT A PROXY TO ANOTHER SHAREHOLDER ENTITLED TO LEGAL-ASSISTANCE OR GROUP THEM TO REACH AT LEAST THAT NUMBER, GIVING REPRESENTATION-TO A SHAREHOLDER OF THE GROUPED OR OTHER PERSONAL SHAREHOLDER ENTITLED TO-ATTEND THE MEETING |
Non-Voting | ||||||||||
| 1 | APPROVAL OF THE INDIVIDUAL AND CONSOLIDATED ANNUAL ACCOUNTS AND THEIR RESPECTIVE MANAGEMENT REPORTS CORRESPONDING TO THE 2019 FINANCIAL YEAR |
Management | For | For | ||||||||
| 2.1 | APPROVAL OF THE PROPOSED APPLICATION OF PROFIT CORRESPONDING TO THE 2019 FINANCIAL YEAR |
Management | For | For | ||||||||
| 2.2 | DISTRIBUTION OF VOLUNTARY RESERVES | Management | For | For | ||||||||
| 3 | APPROVAL OF THE NON-FINANCIAL INFORMATION STATUS OF THE COMPANY AND ITS CONSOLIDATED GROUP CORRESPONDING TO THE FINANCIAL YEAR, CLOSED ON 31 DECEMBER 2019 |
Management | Against | Against | ||||||||
| 4 | APPROVAL OF THE MANAGEMENT OF THE BOARD OF DIRECTORS DURING THE 2019 FINANCIAL YEAR |
Management | For | For | ||||||||
| 5 | RESIGNATION AND APPOINTMENT OF DIRECTOR. RATIFICATION AND APPOINTMENT OF MR. FABIO CERCHIAI AS DIRECTOR OF THE COMPANY |
Management | For | For | ||||||||
| 6 | APPOINTMENT OF AUDITORS FOR THE COMPANY AND ITS CONSOLIDATED GROUP FOR THE 2020 FINANCIAL YEAR |
Management | For | For | ||||||||
| 7 | APPOINTMENT OF AUDITORS FOR THE COMPANY AND ITS CONSOLIDATED GROUP FOR THE 2021 TO 2023 FINANCIAL YEARS |
Management | For | For | ||||||||
| 8 | DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO AGREE IN ONE OR SEVERAL TIMES THE INCREASE OF SHARE CAPITAL UP TO HALF OF THE SHARE CAPITAL AND FOR A MAXIMUM TERM OF FIVE YEARS, WITH THE CONSEQUENT MODIFICATION OF THE CORPORATE BYLAWS |
Management | For | For | ||||||||
| 9 | AMENDMENT OF THE COMPANY'S REMUNERATION POLICY IN FORCE APPROVED BY THE COMPANY'S GENERAL SHAREHOLDERS MEETING |
Management | Against | Against | ||||||||
| 10 | DELEGATION OF POWERS TO FORMALIZE ALL
THE RESOLUTIONS ADOPTED BY THE GENERAL SHAREHOLDERS MEETING |
Management | For | For | ||||||||
| EXACTEARTH LTD | ||||||||||||
| Security | 30064C103 | Meeting Type | Annual General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 23-Apr-2020 | ||||||||||
| ISIN | CA30064C1032 | Agenda | 712303584 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'ABSTAIN'-ONLY FOR ALL RESOLUTIONS. THANK YOU |
Non-Voting | ||||||||||
| 1.1 | ELECTION OF DIRECTOR: PETER MABSON | Management | For | For | ||||||||
| 1.2 | ELECTION OF DIRECTOR: ERIC ZAHLER | Management | For | For | ||||||||
| 1.3 | ELECTION OF DIRECTOR: M. A. PANDURO PANADERO |
Management | For | For | ||||||||
| 1.4 | ELECTION OF DIRECTOR: M. ANGEL GARCIA PRIMO | Management | For | For | ||||||||
| 1.5 | ELECTION OF DIRECTOR: HARVEY REIN | Management | For | For | ||||||||
| 1.6 | ELECTION OF DIRECTOR: LEE MATHESON | Management | For | For | ||||||||
| 2 | APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION |
Management | For | For | ||||||||
| CANFOR CORPORATION (NEW) | ||||||||||||
| Security | 137576104 | Meeting Type | Annual General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 23-Apr-2020 | ||||||||||
| ISIN | CA1375761048 | Agenda | 712327267 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'ABSTAIN'-ONLY FOR ALL RESOLUTIONS. THANK YOU |
Non-Voting | ||||||||||
| 1 | SET THE NUMBER OF DIRECTORS AT TWELVE | Management | For | For | ||||||||
| 2.1 | ELECTION OF DIRECTOR: CONRAD A. PINETTE | Management | For | For | ||||||||
| 2.2 | ELECTION OF DIRECTOR: GLEN D. CLARK | Management | For | For | ||||||||
| 2.3 | ELECTION OF DIRECTOR: ROSS S. SMITH | Management | For | For | ||||||||
| 2.4 | ELECTION OF DIRECTOR: WILLIAM W. STINSON | Management | For | For | ||||||||
| 2.5 | ELECTION OF DIRECTOR: BARBARA HISLOP | Management | For | For | ||||||||
| 2.6 | ELECTION OF DIRECTOR: DIETER W. JENTSCH | Management | For | For | ||||||||
| 2.7 | ELECTION OF DIRECTOR: DIANNE L. WATTS | Management | For | For | ||||||||
| 2.8 | ELECTION OF DIRECTOR: RYAN BARRINGTON- FOOTE |
Management | For | For | ||||||||
| 2.9 | ELECTION OF DIRECTOR: JOHN R. BAIRD | Management | For | For | ||||||||
| 2.10 | ELECTION OF DIRECTOR: M. DALLAS H. ROSS | Management | For | For | ||||||||
| 2.11 | ELECTION OF DIRECTOR: ANDERS OHLNER | Management | For | For | ||||||||
| 2.12 | ELECTION OF DIRECTOR: DONALD B. KAYNE | Management | For | For | ||||||||
| 3 | APPOINTMENT OF KPMG LLP, CHARTERED ACCOUNTANTS, AS AUDITORS |
Management | For | For | ||||||||
| ATRIUM EUROPEAN REAL ESTATE LIMITED | ||||||||||||
| Security | G0621C113 | Meeting Type | Ordinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 23-Apr-2020 | ||||||||||
| ISIN | JE00B3DCF752 | Agenda | 712341091 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | THAT THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2019 AND THE REPORT OF THE DIRECTORS AND AUDITORS THEREON BE AND ARE HEREBY RECEIVED |
Management | No Action | |||||||||
| 2 | THAT CHAIM KATZMAN BE AND IS HEREBY RE- ELECTED AS A DIRECTOR OF THE COMPANY |
Management | No Action | |||||||||
| 3 | THAT NEIL FLANZRAICH BE AND IS HEREBY
RE- ELECTED AS A DIRECTOR OF THE COMPANY |
Management | No Action | |||||||||
| 4 | THAT ANDREW WIGNALL BE AND IS HEREBY RE- ELECTED AS A DIRECTOR OF THE COMPANY |
Management | No Action | |||||||||
| 5 | THAT LUCY LILLEY BE AND IS HEREBY RE-ELECTED AS A DIRECTOR OF THE COMPANY |
Management | No Action | |||||||||
| 6 | THAT, SUBJECT TO MR DAVID MORTON FOX'S APPOINTMENT AS A DIRECTOR BEING CONFIRMED PRIOR TO THE COMMENCEMENT OF THE ANNUAL GENERAL MEETING, MR DAVID MORTON FOX BE AND IS HEREBY RE-ELECTED AS A DIRECTOR OF THE COMPANY |
Management | No Action | |||||||||
| 7 | THAT PRICEWATERHOUSECOOPERS CI LLP BE
AND ARE HEREBY REAPPOINTED AS THE COMPANY'S AUDITORS |
Management | No Action | |||||||||
| 8 | THAT THE DIRECTORS BE AND ARE HEREBY AUTHORISED TO AGREE THE AUDITORS' REMUNERATION |
Management | No Action | |||||||||
| 9 | THAT THE COMPANY BE AND IS HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED IN ACCORDANCE WITH THE COMPANIES (JERSEY) LAW 1991, AS AMENDED, TO MAKE PURCHASES OF ITS SHARES INCLUDING FOR THE AVOIDANCE OF DOUBT BY TENDER OFFER (EITHER FOR RETENTION AS TREASURY SHARES FOR RESALE OR TRANSFER, OR FOR CANCELLATION), PROVIDED THAT: (A) THE MAXIMUM NUMBER OF SHARES AUTHORISED TO BE PURCHASED IS 50 MILLION SHARES IN THE CAPITAL OF THE COMPANY; (B) THE MINIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID FOR A SHARE SHALL BE EUR 0.01; (C) THE MAXIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID FOR A SHARE IS, IN RESPECT OF A SHARE CONTRACTED TO BE PURCHASED ON ANY DAY, AN AMOUNT EQUAL TO THE EPRA NET ASSET VALUE ("EPRA NAV") PER SHARE LAST PUBLISHED BY THE COMPANY PRIOR TO THE DATE ON WHICH THE |
Management | No Action | |||||||||
| SHARES ARE CONTRACTED TO BE PURCHASED;
(D) THE AUTHORITY HEREBY CONFERRED SHALL EXPIRE AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY FOLLOWING THE PASSING OF THIS RESOLUTION, UNLESS SUCH AUTHORITY IS VARIED, REVOKED OR RENEWED PRIOR TO SUCH TIME BY A SPECIAL RESOLUTION OF THE COMPANY IN A GENERAL MEETING, AND IN ANY EVENT THIS AUTHORITY SHALL EXPIRE NO LATER THAN 31 JULY 2021; AND (E) THE COMPANY MAY CONCLUDE A CONTRACT TO PURCHASE SHARES UNDER THE AUTHORITY HEREBY CONFERRED PRIOR TO THE EXPIRY OF SUCH AUTHORITY WHICH WILL OR MAY BE COMPLETED WHOLLY OR PARTLY AFTER SUCH EXPIRY, AND MAY MAKE A PURCHASE OF SHARES IN PURSUANCE OF ANY SUCH CONTRACT AS IF THE AUTHORITY HEREBY CONFERRED HAD NOT EXPIRED. IN THIS SPECIAL RESOLUTION A REFERENCE TO A SHARE SHALL MEAN AN ORDINARY SHARE IN THE CAPITAL OF THE COMPANY OR A BOOK ENTRY INTEREST IN SHARES AND REFERENCE TO BUSINESS DAY SHALL MEAN A DAY ON WHICH THE RELEVANT MARKET IS OPEN FOR BUSINESS (OTHER THAN A DAY ON WHICH THE RELEVANT MARKET IS SCHEDULED TO OR DOES CLOSE PRIOR TO ITS REGULAR WEEKDAY CLOSING TIME) |
||||||||||||
| 10 | THAT THE DIRECTORS BE GENERALLY AND UNCONDITIONALLY AUTHORISED TO ISSUE SHARES AND/OR SECURITIES CONVERTIBLE INTO SHARES ("CONVERTIBLE SECURITIES"), PROVIDED THAT (1) THE SHARES SO ISSUED AND (2) THE SHARES THAT WOULD BE ISSUED FOLLOWING THE CONVERSION OF ANY SUCH CONVERTIBLE SECURITIES DO NOT EXCEED AN AGGREGATE OF 75 MILLION SHARES, TO SUCH PERSONS AT SUCH TIMES AND GENERALLY ON SUCH TERMS AND CONDITIONS AS THEY THINK FIT FOR A PERIOD EXPIRING AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY FOLLOWING THE PASSING OF THIS RESOLUTION, UNLESS THIS AUTHORITY IS VARIED, REVOKED OR RENEWED PRIOR TO SUCH TIME BY A SPECIAL RESOLUTION OF THE COMPANY IN A GENERAL MEETING, AND IN ANY EVENT THIS AUTHORITY SHALL EXPIRE NO LATER THAN 31 JULY 2021, AND TO MAKE AN OFFER OR AGREEMENT PURSUANT TO THIS AUTHORITY PRIOR TO THE EXPIRY OF THIS AUTHORITY WHICH WOULD OR MIGHT REQUIRE SHARES AND/OR CONVERTIBLE SECURITIES TO BE ISSUED AFTER THE EXPIRY OF THIS AUTHORITY AND THE DIRECTORS MAY ISSUE SHARES AND/OR CONVERTIBLE SECURITIES |
Management | No Action | |||||||||
| PURSUANT TO THAT OFFER OR AGREEMENT AS
IF THE AUTHORITY HEREBY CONFERRED HAD NOT EXPIRED. IN THIS SPECIAL RESOLUTION A REFERENCE TO A SHARE SHALL MEAN AN ORDINARY SHARE IN THE CAPITAL OF THE COMPANY |
||||||||||||
| 11 | THAT WITH EFFECT FROM THE END OF THE ANNUAL GENERAL MEETING, THE AMENDED ARTICLES TABLED AT THE ANNUAL GENERAL MEETING BE ADOPTED AS THE ARTICLES OF ASSOCIATION OF THE COMPANY IN SUBSTITUTION FOR AND TO THE EXCLUSION OF THE EXISTING ARTICLES. IN THIS SPECIAL RESOLUTION A REFERENCE TO THE EXISTING ARTICLES SHALL MEAN THE ARTICLES OF ASSOCIATION OF THE COMPANY IN PLACE IMMEDIATELY PRIOR TO THE ANNUAL GENERAL MEETING AND A REFERENCE TO THE AMENDED ARTICLES SHALL MEAN THE PROPOSED NEW ARTICLES OF ASSOCIATION OF THE COMPANY (MADE AVAILABLE TO SHAREHOLDERS FOR INSPECTION PRIOR TO THE ANNUAL GENERAL MEETING) |
Management | No Action | |||||||||
| CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT
TO MEETING ID 383097 DUE TO RECEIPT OF-NEW AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED IF-VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE REINSTRUCT ON THIS- MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE EXTENSIONS ARE NOT-GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND YOUR VOTE INTENTIONS-ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE ENSURE VOTING IS SUBMITTED-PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS SOON AS POSSIBLE ON THIS NEW-AMENDED MEETING. THANK YOU. |
Non-Voting | ||||||||||
| CMMT | 07 APR 2020: PLEASE NOTE THAT THIS IS
A REVISION DUE TO CHANGE OF MEETING-DATE FROM 16 APR 2020 TO 23 APR 2020. IF YOU HAVE ALREADY SENT IN YOUR VOTES-TO MID 384231, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR-ORIGINAL INSTRUCTIONS. THANK YOU |
Non-Voting | ||||||||||
| FORESCOUT TECHNOLOGIES, INC. | ||||||||||||
| Security | 34553D101 | Meeting Type | Special | |||||||||
| Ticker Symbol | FSCT | Meeting Date | 23-Apr-2020 | |||||||||
| ISIN | US34553D1019 | Agenda | 935159651 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of February 6, 2020, as it may be amended from time to time, by and among Forescout Technologies, Inc., Ferrari Group Holdings, L.P. and Ferrari Merger Sub, Inc. |
Management | For | For | ||||||||
| 2. | To approve, on a non-binding, advisory
basis, the compensation that will or may become payable by Forescout Technologies, Inc. to its named executive officers in connection with the merger. |
Management | For | For | ||||||||
| 3. | To approve any proposal to adjourn the
special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting. |
Management | For | For | ||||||||
| THE STARS GROUP INC. | ||||||||||||
| Security | 85570W100 | Meeting Type | Special | |||||||||
| Ticker Symbol | TSG | Meeting Date | 24-Apr-2020 | |||||||||
| ISIN | CA85570W1005 | Agenda | 935168155 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | To consider, and, if deemed advisable,
to approve, with or without variation, a special resolution, the full text of which is set forth in Appendix A of the accompanying management information circular dated March 26, 2020 (the "Information Circular"), to approve a plan of arrangement under section 182 of the Business Corporations Act (Ontario) involving The Stars Group Inc. and Flutter Entertainment plc, all as more particularly described in the Information Circular. |
Management | For | For | ||||||||
| WRIGHT MEDICAL GROUP N V | ||||||||||||
| Security | N96617118 | Meeting Type | Special | |||||||||
| Ticker Symbol | WMGI | Meeting Date | 24-Apr-2020 | |||||||||
| ISIN | NL0011327523 | Agenda | 935173788 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1A. | The conditional appointment of Wright's
board of director until Wright's second annual general meeting after the Offer Closing (agenda items 3(a) - 3(e)): Spencer S. Stiles as executive director |
Management | For | For | ||||||||
| 1B. | The conditional appointment of Wright's
board of director until Wright's second annual general meeting after the Offer Closing (agenda items 3(a) - 3(e)): William E. Berry, Jr. as non-executive director |
Management | For | For | ||||||||
| 1C. | The conditional appointment of Wright's
board of director until Wright's second annual general meeting after the Offer Closing (agenda items 3(a) - 3(e)): Dean H. Bergy as non-executive director |
Management | For | For | ||||||||
| 1D. | The conditional appointment of Wright's
board of director until Wright's second annual general meeting after the Offer Closing (agenda items 3(a) - 3(e)): Jeanne M. Blondia as non-executive director |
Management | For | For | ||||||||
| 1E. | The conditional appointment of Wright's
board of director until Wright's second annual general meeting after the Offer Closing (agenda items 3(a) - 3(e)): David G. Furgason as non-executive director |
Management | For | For | ||||||||
| 2A. | The conditional acceptance of the resignation
of Wright's board of director (agenda items 4(a) - 4(g)): Robert J. Palmisano as executive director |
Management | For | For | ||||||||
| 2B. | The conditional acceptance of the resignation
of Wright's board of director (agenda items 4(a) - 4(g)): J. Patrick Mackin as non-executive director |
Management | For | For | ||||||||
| 2C. | The conditional acceptance of the resignation
of Wright's board of director (agenda items 4(a) - 4(g)): John L. Miclot as non-executive director |
Management | For | For | ||||||||
| 2D. | The conditional acceptance of the resignation
of Wright's board of director (agenda items 4(a) - 4(g)): Kevin O'Boyle as non-executive director |
Management | For | For | ||||||||
| 2E. | The conditional acceptance of the resignation
of Wright's board of director (agenda items 4(a) - 4(g)): Amy S. Paul as non-executive director |
Management | For | For | ||||||||
| 2F | The conditional acceptance of the resignation
of Wright's board of director (agenda items 4(a) - 4(g)): Richard F. Wallman as non-executive director |
Management | For | For | ||||||||
| 2G. | The conditional acceptance of the resignation
of Wright's board of director (agenda items 4(a) - 4(g)): Elizabeth H. Weatherman as non-executive director |
Management | For | For | ||||||||
| 3. | Granting of full and final discharge to
each member of Wright's ...(due to space limits, see proxy material for full proposal). |
Management | For | For | ||||||||
| 4. | Conditional approval of the sale, transfer
and assumption of ...(due to space limits, see proxy material for full proposal). |
Management | For | For | ||||||||
| 5. | Conditional resolution to (i) dissolve
Wright in accordance ...(due to space limits, see proxy material for full proposal). |
Management | For | For | ||||||||
| 6. | Resolution to amend Wright's articles
of association to fix the ...(due to space limits, see proxy material for full proposal). |
Management | For | For | ||||||||
| 7. | Approval of the Mergers, including the
entry into by Wright of ...(due to space limits, see proxy material for full proposal). |
Management | For | For | ||||||||
| 8. | Resolution to amend Wright's articles
of association to ...(due to space limits, see proxy material for full proposal). |
Management | For | For | ||||||||
| 9A. | Conditional resolution to: Convert Wright
into a private company with limited liability. |
Management | For | For | ||||||||
| 9B. | Conditional resolution to: Amend Wright's
articles of association. |
Management | For | For | ||||||||
| 10. | Conditional resolution to amend Wright's
articles of ...(due to space limits, see proxy material for full proposal). |
Management | For | For | ||||||||
| 11. | Conditional resolution to amend Wright's
articles of ...(due to space limits, see proxy material for full proposal). |
Management | For | For | ||||||||
| 12. | To approve, by non-binding advisory vote,
the compensation that ...(due to space limits, see proxy material for full proposal). |
Management | For | For | ||||||||
| BOLSAS Y MERCADOS ESPANOLES SHMSF, SA | ||||||||||||
| Security | E8893G102 | Meeting Type | Ordinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 28-Apr-2020 | ||||||||||
| ISIN | ES0115056139 | Agenda | 712308584 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | APPROVAL OF INDIVIDUAL AND CONSOLIDATED ANNUAL ACCOUNTS AND MANAGEMENT REPORTS. APPROVAL OF THE MANAGEMENT OF THE BOARD OF DIRECTORS |
Management | For | For | ||||||||
| 2 | ALLOCATION OF RESULTS | Management | For | For | ||||||||
| 3 | APPROVAL OF THE NON FINANCIAL INFORMATION REPORT |
Management | For | For | ||||||||
| 4 | REELECTION OF MS MARIA HELENA DOS SANTOS FERNANDES DE SANTANA AS DIRECTOR |
Management | For | For | ||||||||
| 5 | APPROVAL OF THE AMENDMENT OF THE REMUNERATION POLICY FOR DIRECTORS |
Management | Against | Against | ||||||||
| 6 | CONSULTATIVE VOTE REGARDING THE ANNUAL REMUNERATION REPORT OF THE BOARD OF DIRECTORS |
Management | For | For | ||||||||
| 7 | RE-ELECTION OF AUDITORS: PRICEWATERHOUSECOOPERS |
Management | For | For | ||||||||
| 8 | AUTHORIZATION TO THE BOARD OF DIRECTORS FOR THE DERIVATIVE ACQUISITION OF OWN SHARES |
Management | For | For | ||||||||
| 9 | DELEGATION OF POWERS TO THE BOARD OF DIRECTORS TO IMPLEMENT AGREEMENTS ADOPTED BY SHAREHOLDERS AT THE GENERAL MEETING |
Management | For | For | ||||||||
| 10 | INFORMATION ABOUT THE AMENDMENTS OF THE REGULATION OF THE BOARD OF DIRECTORS |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 29 APR 2020 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN-VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU |
Non-Voting | ||||||||||
| NOBLE ENERGY, INC. | ||||||||||||
| Security | 655044105 | Meeting Type | Annual | |||||||||
| Ticker Symbol | NBL | Meeting Date | 28-Apr-2020 | |||||||||
| ISIN | US6550441058 | Agenda | 935141856 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1A. | Election of Director: Jeffrey L. Berenson | Management | For | For | ||||||||
| 1B. | Election of Director: James E. Craddock | Management | For | For | ||||||||
| 1C. | Election of Director: Barbara J. Duganier | Management | For | For | ||||||||
| 1D. | Election of Director: Thomas J. Edelman | Management | For | For | ||||||||
| 1E. | Election of Director: Holli C. Ladhani | Management | For | For | ||||||||
| 1F. | Election of Director: David L. Stover | Management | For | For | ||||||||
| 1G. | Election of Director: Scott D. Urban | Management | For | For | ||||||||
| 1H. | Election of Director: William T. Van Kleef | Management | For | For | ||||||||
| 1I. | Election of Director: Martha B. Wyrsch | Management | For | For | ||||||||
| 2. | To ratify the appointment of the independent
auditor by the Company's Audit Committee. |
Management | For | For | ||||||||
| 3. | To approve, in an advisory vote, executive compensation. | Management | For | For | ||||||||
| 4. | To approve the 2020 Long-Term Incentive Plan. | Management | For | For | ||||||||
| VASTNED RETAIL BELGIUM SA | ||||||||||||
| Security | B52491105 | Meeting Type | Ordinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 29-Apr-2020 | ||||||||||
| ISIN | BE0003754687 | Agenda | 712313636 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED |
Non-Voting | ||||||||||
| CMMT | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE |
Non-Voting | ||||||||||
| 1 | PROPOSAL TO APPROVE THE MANAGEMENT REPORT |
Management | No Action | |||||||||
| 2 | PROPOSAL TO APPROVE COMMISSIONER REPORT | Management | No Action | |||||||||
| 3 | PROPOSAL TO APPROVE THE ANNUAL ACCOUNTS | Management | No Action | |||||||||
| 4 | PROPOSAL TO APPROVE THE REMUNERATION REPORT |
Management | No Action | |||||||||
| 5 | PRESENTATION OF THE MANAGEMENT REPORT | Non-Voting | ||||||||||
| 6 | PROPOSAL TO GRANT A DISCHARGE TO THE ADMINISTRATORS AND THE COMMISSIONER |
Management | No Action | |||||||||
| 7 | PROPOSAL TO RENEW THE MANDATE OF MR TACO DE GROOT (ADMINISTRATOR) |
Management | No Action | |||||||||
| 8 | QUESTION TIME | Non-Voting | ||||||||||
| ASTRAZENECA PLC | ||||||||||||
| Security | 046353108 | Meeting Type | Annual | |||||||||
| Ticker Symbol | AZN | Meeting Date | 29-Apr-2020 | |||||||||
| ISIN | US0463531089 | Agenda | 935143521 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To receive the Company's Accounts, the
Reports of the Directors and Auditor and the Strategic Report for the year ended 31 December 2019 |
Management | For | For | ||||||||
| 2. | To confirm dividends | Management | For | For | ||||||||
| 3. | To reappoint PricewaterhouseCoopers LLP as Auditor | Management | For | For | ||||||||
| 4. | To authorise the Directors to agree the
remuneration of the Auditor |
Management | For | For | ||||||||
| 5A. | Election of Director: Leif Johansson | Management | For | For | ||||||||
| 5B. | Election of Director: Pascal Soriot | Management | For | For | ||||||||
| 5C. | Election of Director: Marc Dunoyer | Management | For | For | ||||||||
| 5D. | Election of Director: Geneviève Berger | Management | Against | Against | ||||||||
| 5E. | Election of Director: Philip Broadley | Management | For | For | ||||||||
| 5F. | Election of Director: Graham Chipchase | Management | For | For | ||||||||
| 5G. | Election of Director: Michel Demaré | Management | For | For | ||||||||
| 5H. | Election of Director: Deborah DiSanzo | Management | For | For | ||||||||
| 5I. | Election of Director: Sheri McCoy | Management | For | For | ||||||||
| 5J. | Election of Director: Tony Mok | Management | For | For | ||||||||
| 5K. | Election of Director: Nazneen Rahman | Management | For | For | ||||||||
| 5l. | Election of Director: Marcus Wallenberg | Management | Against | Against | ||||||||
| 6. | To approve the Annual Report on Remuneration
for the year ended 31 December 2019 |
Management | For | For | ||||||||
| 7. | To approve the Directors' Remuneration Policy | Management | For | For | ||||||||
| 8. | To authorise limited political donations | Management | For | For | ||||||||
| 9. | To authorise the Directors to allot shares | Management | For | For | ||||||||
| 10. | authorise the Directors to disapply pre-emption
rights (Special Resolution) |
Management | For | For | ||||||||
| 11. | To authorise the Directors to further
disapply pre-emption rights for acquisitions and specified capital investments (Special Resolution) |
Management | For | For | ||||||||
| 12. | To authorise the Company to purchase its
own shares (Special Resolution) |
Management | For | For | ||||||||
| 13. | To reduce the notice period for general
meetings (Special Resolution) |
Management | For | For | ||||||||
| 14. | To approve the 2020 Performance Share Plan | Management | For | For | ||||||||
| ENDESA SA | ||||||||||||
| Security | E41222113 | Meeting Type | Ordinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 05-May-2020 | ||||||||||
| ISIN | ES0130670112 | Agenda | 712327457 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | APPROVAL OF THE INDIVIDUAL ANNUAL FINANCIAL STATEMENTS OF ENDESA, S.A. (BALANCE SHEET, INCOME STATEMENT, STATEMENT OF CHANGES IN EQUITY: STATEMENT OF RECOGNISED INCOME AND EXPENSE AND STATEMENT OF TOTAL CHANGES IN EQUITY, STATEMENT OF CASH FLOWS AND THE NOTES THERETO), AS WELL AS OF THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS OF ENDESA, S.A. AND SUBSIDIARIES (CONSOLIDATED STATEMENT OF FINANCIAL POSITION, CONSOLIDATED INCOME STATEMENT, CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME, CONSOLIDATED STATEMENT OF CHANGES IN EQUITY, CONSOLIDATED STATEMENT OF CASH FLOWS AND THE NOTES THERETO), FOR THE YEAR ENDED 31 DECEMBER 2019 |
Management | For | For | ||||||||
| 2 | APPROVAL OF THE INDIVIDUAL MANAGEMENT REPORT OF ENDESA, S.A. AND OF THE CONSOLIDATED MANAGEMENT REPORT OF ENDESA, S.A. AND SUBSIDIARIES FOR THE YEAR ENDED 31 DECEMBER 2019 |
Management | For | For | ||||||||
| 3 | APPROVAL OF THE NON-FINANCIAL INFORMATION STATEMENT OF ITS CONSOLIDATED GROUP FOR THE YEAR ENDED 31 DECEMBER 2019 |
Management | For | For | ||||||||
| 4 | APPROVAL OF THE CORPORATE MANAGEMENT FOR THE YEAR ENDED 31 DECEMBER 2019 |
Management | For | For | ||||||||
| 5 | APPROVAL OF THE PROPOSED DISTRIBUTION
OF PROFIT FOR THE YEAR ENDED 31 DECEMBER 2019 |
Management | For | For | ||||||||
| 6 | DELEGATION TO THE BOARD OF DIRECTORS FOR
A PERIOD OF FIVE YEARS, OF THE POWER TO ISSUE OBLIGATIONS, BONDS, PROMISSORY NOTES OR OTHER SECURITIES, BOTH SIMPLE AND EXCHANGEABLE AND/OR CONVERTIBLE INTO SHARES OF THE COMPANY, AS WELL AS WARRANTS, WITH THE POWER TO EXCLUDE THE PRE-EMPTIVE SUBSCRIPTION RIGHT OF THE SHAREHOLDERS, LIMITED TO 10% OF THE SHARE CAPITAL |
Management | For | For | ||||||||
| 7 | AUTHORISATION FOR THE COMPANY, DIRECTLY
OR THROUGH ITS SUBSIDIARIES, TO ACQUIRE TREASURY SHARES |
Management | For | For | ||||||||
| 8 | DELETION OF ARTICLE 17 OF THE CORPORATE BYLAWS, INSERTION OF TWO NEW ARTICLES, NUMBERS 50 AND 53, MODIFICATION OF THE CURRENT ARTICLES 37, 49, 52 AND 53, GROUPING OF ARTICLES FROM TITLE V INTO THREE NEW CHAPTERS, AND MODIFICATION OF THE NUMBERING OF ARTICLES 18 TO 53 AND CROSS REFERENCES TO OTHER BYLAW PROVISIONS, TO REFORM THE REGULATION OF THE COMMITTEES OF THE BOARD OF DIRECTORS |
Management | For | For | ||||||||
| 9 | MODIFICATION OF ARTICLES 27, 28 AND 31
OF THE CORPORATE BYLAWS (WHICH AFTER THE NUMBERING CHANGE PROPOSED IN THE PREVIOUS ITEM, WOULD BECOME ARTICLES 26, 27 AND 30), AND ADDITION OF A NEW ARTICLE 26-BIS TO SET A NUMBER MINIMUM NUMBER OF SHARES TO ATTEND THE GENERAL SHAREHOLDERS' MEETING AND ALLOW REMOTE AND ELECTRONIC PARTICIPATION OF ALL THE COMPANY'S SHAREHOLDERS |
Management | For | For | ||||||||
| 10 | MODIFICATION OF ARTICLE 56 OF THE CORPORATE BYLAWS TO INCLUDE A REFERENCE TO THE NON- FINANCIAL INFORMATION STATEMENT IN THE REGULATION OF THE MANAGEMENT REPORT |
Management | For | For | ||||||||
| 11 | MODIFICATION OF ARTICLE 6 OF THE GENERAL MEETING REGULATIONS TO ATTRIBUTE TO THE GENERAL SHAREHOLDERS' MEETING THE PURVIEW RELATING TO THE APPROVAL OF THE NON-FINANCIAL INFORMATION STATEMENT |
Management | For | For | ||||||||
| 12 | MODIFICATION OF ARTICLES 10, 11 AND 21
OF THE GENERAL MEETING REGULATIONS AND ADDITION OF A NEW ARTICLE 10-BIS TO REFLECT THE AMENDMENTS TO THE CORPORATE BYLAWS REGARDING THE SETTING OF A MINIMUM NUMBER OF SHARES TO ATTEND THE GENERAL SHAREHOLDERS' MEETING AND TO ALLOW THE REMOTE AND ELECTRONIC PARTICIPATION OF ALL THE COMPANY'S SHAREHOLDERS |
Management | For | For | ||||||||
| 13 | RATIFICATION OF THE APPOINTMENT BY CO- OPTATION AND RE-ELECTION OF MR. ANTONIO CAMMISECRA AS PROPRIETARY DIRECTOR OF THE COMPANY |
Management | For | For | ||||||||
| 14 | APPOINTMENT OF MS. PILAR GONZALEZ DE FRUTOS AS INDEPENDENT DIRECTOR OF THE COMPANY |
Management | For | For | ||||||||
| 15 | APPOINTMENT OF MS. EUGENIA BIETO CAUBET
AS INDEPENDENT DIRECTOR OF THE COMPANY |
Management | For | For | ||||||||
| 16 | APPOINTMENT OF MS. ALICIA KOPLOWITZ Y ROMERO DE JUSEU AS INDEPENDENT DIRECTOR OF THE COMPANY |
Management | For | For | ||||||||
| 17 | SETTING OF THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS AT THIRTEEN |
Management | For | For | ||||||||
| 18 | BINDING VOTE ON THE ANNUAL REPORT ON DIRECTOR REMUNERATION |
Management | For | For | ||||||||
| 19 | APPROVAL OF THE DIRECTOR REMUNERATION POLICY FOR 2020-2022 |
Management | For | For | ||||||||
| 20 | APPROVAL OF THE STRATEGIC INCENTIVE 2020- 2022 (WHICH INCLUDES PAYMENT IN COMPANY SHARES) |
Management | For | For | ||||||||
| 21 | DELEGATION TO THE BOARD OF DIRECTORS TO EXECUTE AND IMPLEMENT RESOLUTIONS ADOPTED BY THE GENERAL MEETING, AS WELL AS TO SUBSTITUTE THE POWERS ENTRUSTED THERETO BY THE GENERAL MEETING, AND GRANTING OF POWERS TO THE BOARD OF DIRECTORS TO RECORD SUCH RESOLUTIONS IN A PUBLIC INSTRUMENT AND REGISTER AND, AS THE CASE MAY BE, CORRECT SUCH RESOLUTIONS |
Management | For | For | ||||||||
| PRIMO WATER CORPORATION | ||||||||||||
| Security | 74167P108 | Meeting Type | Annual | |||||||||
| Ticker Symbol | PRMW | Meeting Date | 05-May-2020 | |||||||||
| ISIN | CA74167P1080 | Agenda | 935149701 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | DIRECTOR | Management | ||||||||||
| 1 | Britta Bomhard | For | For | |||||||||
| 2 | Susan E. Cates | For | For | |||||||||
| 3 | Jerry Fowden | For | For | |||||||||
| 4 | Stephen H. Halperin | For | For | |||||||||
| 5 | Thomas J. Harrington | For | For | |||||||||
| 6 | Betty Jane Hess | For | For | |||||||||
| 7 | Gregory Monahan | For | For | |||||||||
| 8 | Mario Pilozzi | For | For | |||||||||
| 9 | Billy D. Prim | For | For | |||||||||
| 10 | Eric Rosenfeld | For | For | |||||||||
| 11 | Graham W. Savage | For | For | |||||||||
| 12 | Steven P. Stanbrook | For | For | |||||||||
| 2. | Appointment of Independent Registered
Certified Public Accounting Firm. Appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm. |
Management | For | For | ||||||||
| 3. | Non-Binding Advisory Vote on Executive
Compensation. Approval, on a non-binding advisory basis, of the compensation of Primo Water Corporation's named executive officers.. |
Management | For | For | ||||||||
| ADESTO TECHNOLOGIES CORPORATION | ||||||||||||
| Security | 00687D101 | Meeting Type | Special | |||||||||
| Ticker Symbol | IOTS | Meeting Date | 05-May-2020 | |||||||||
| ISIN | US00687D1019 | Agenda | 935173435 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger
(as it may be amended from time to time, the "Merger Agreement"), dated as of February 20, 2020, by and among Dialog Semiconductor plc ("Dialog"), a company incorporated in England and Wales, Azara Acquisition Corp., a Delaware corporation and a wholly owned direct or indirect subsidiary of Dialog, and Adesto Technologies Corporation, a Delaware corporation ("Adesto"). |
Management | For | For | ||||||||
| 2. | To approve adjournment of virtual special
meeting to a later date/dates to (i) solicit additional proxies if (a) Adesto's Board determines that there are insufficient shares of Adesto's Common Stock represented to constitute a quorum (b) Adesto has not received proxies sufficient to approve adoption of Merger Agreement at virtual special meeting (ii) give holders of Adesto's Common Stock additional time to evaluate any supplement/ amendment to enclosed proxy statement or (iii) otherwise comply with applicable law. |
Management | For | For | ||||||||
| POPE RESOURCES | ||||||||||||
| Security | 732857107 | Meeting Type | Special | |||||||||
| Ticker Symbol | POPE | Meeting Date | 05-May-2020 | |||||||||
| ISIN | US7328571077 | Agenda | 935181494 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To approve the agreement and plan of merger
dated January 14, 2020, as amended, and the merger and the other transactions contemplated by the merger by the merger agreement |
Management | For | For | ||||||||
| 2. | To approve on an advisory (non-binding)
basis certain compensation to be paid to certain executive officers of Pope in connection with, or following, the merger |
Management | For | For | ||||||||
| 3. | To approve the adjournment of the special
meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement and the transactions contemplated thereby, including the merger. |
Management | For | For | ||||||||
| MONEYGRAM INTERNATIONAL, INC. | ||||||||||||
| Security | 60935Y208 | Meeting Type | Annual | |||||||||
| Ticker Symbol | MGI | Meeting Date | 06-May-2020 | |||||||||
| ISIN | US60935Y2081 | Agenda | 935151364 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1A. | Election of Director: J. Coley Clark | Management | For | For | ||||||||
| 1B. | Election of Director: Victor W. Dahir | Management | For | For | ||||||||
| 1C. | Election of Director: Antonio O. Garza | Management | For | For | ||||||||
| 1D. | Election of Director: W. Alexander Holmes | Management | For | For | ||||||||
| 1E. | Election of Director: Michael P. Rafferty | Management | For | For | ||||||||
| 1F. | Election of Director: W. Bruce Turner | Management | For | For | ||||||||
| 1G. | Election of Director: Peggy Vaughan | Management | For | For | ||||||||
| 2. | Ratification of the appointment of KPMG
LLP as our independent registered public accounting firm for 2020. |
Management | For | For | ||||||||
| 3. | Approval of an advisory vote on executive compensation. | Management | For | For | ||||||||
| 4. | Approval of an Amendment and Restatement
of the MoneyGram International, Inc. 2005 Omnibus Incentive Plan. |
Management | Against | Against | ||||||||
| CINCINNATI BELL INC. | ||||||||||||
| Security | 171871403 | Meeting Type | Special | |||||||||
| Ticker Symbol | CBBPRB | Meeting Date | 07-May-2020 | |||||||||
| ISIN | US1718714033 | Agenda | 935166226 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of March 13, 2020 (the "merger agreement"), by and among Red Fiber Parent LLC, a Delaware limited liability company ("Parent"), Cincinnati Bell Inc., an Ohio corporation (the "Company"), and RF Merger Sub Inc., an Ohio corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company (the "merger"), with the Company surviving the merger as a subsidiary of Parent. |
Management | For | For | ||||||||
| 2. | To approve, on an advisory (non-binding)
basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with, or following, the consummation of the merger. |
Management | For | For | ||||||||
| 3. | To adjourn the special meeting to a later
date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to adopt the merger agreement. |
Management | For | For | ||||||||
| CINCINNATI BELL INC. | ||||||||||||
| Security | 171871502 | Meeting Type | Special | |||||||||
| Ticker Symbol | CBB | Meeting Date | 07-May-2020 | |||||||||
| ISIN | US1718715022 | Agenda | 935166226 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To adopt the Agreement and Plan of Merger,
dated as of March 13, 2020 (the "merger agreement"), by and among Red Fiber Parent LLC, a Delaware limited liability company ("Parent"), Cincinnati Bell Inc., an Ohio corporation (the "Company"), and RF Merger Sub Inc., an Ohio corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company (the "merger"), with the Company surviving the merger as a subsidiary of Parent. |
Management | For | For | ||||||||
| 2. | To approve, on an advisory (non-binding)
basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with, or following, the consummation of the merger. |
Management | For | For | ||||||||
| 3. | To adjourn the special meeting to a later
date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to adopt the merger agreement. |
Management | For | For | ||||||||
| GILAT SATELLITE NETWORKS LTD. | ||||||||||||
| Security | M51474118 | Meeting Type | Special | |||||||||
| Ticker Symbol | GILT | Meeting Date | 08-May-2020 | |||||||||
| ISIN | IL0010825102 | Agenda | 935188690 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | The approval of (i) the Agreement and
Plan of Merger dated as of January 29, 2020 (as it may be amended from time to time, the ...(due to space limits, see proxy material for full proposal). |
Management | For | For | ||||||||
| 1A. | By marking the "YES" box, you
confirm that you are not a shareholder listed in Section 320(c) of the ICL (i.e., you are neither Merger Sub nor do you own directly or indirectly through Comtech, 25% or more of the ordinary shares or other kind of means of control of Merger Sub). Mark "for" = yes or "against" = no. |
Management | For | |||||||||
| 2. | To approve the purchase of a seven-year
"tail" endorsement to the Company's current directors' and officers' liability insurance policy. |
Management | For | For | ||||||||
| 2A. | By marking the "YES" box, you
confirm that you are not a "controlling shareholder" and do not have a "personal interest" (each as defined in the ICL) in the approval of Proposal 2. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. |
Management | For | |||||||||
| 3. | To approve the payment of a transaction
bonus to the Chief Executive Officer of the Company. |
Management | For | For | ||||||||
| 3A. | By marking the "YES" box, you
confirm that you are not a "controlling shareholder" and do not have a "personal interest" (each as defined in the ICL) in the approval of Proposal 3. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. |
Management | For | |||||||||
| 4. | To approve the payment of a transaction
bonus to the Chief Financial Officer of the Company. |
Management | For | For | ||||||||
| 4A. | By marking the "YES" box, you
confirm that you are not a "controlling shareholder" and do not have a "personal interest" (each as defined in the ICL) in the approval of Proposal 4. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. |
Management | For | |||||||||
| 5. | To approve an amendment to the executive
bonus payment schedule ...(due to space limits, see proxy material for full proposal). |
Management | For | For | ||||||||
| 5A. | By marking the "YES" box, you
confirm that you are not a "controlling shareholder" and do not have a "personal interest" (each as defined in the ICL) in the approval of Proposal 5. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. |
Management | For | |||||||||
| 6. | To reelect Elyezer Shkedy to serve as
an External Director (within the meaning of the ICL) on the Company's Board of ...(due to space limits, see proxy material for full proposal). |
Management | For | For | ||||||||
| 6A. | By marking the "YES" box, you
confirm that you are not a "controlling shareholder" and do not have a "personal interest" (each as defined in the ICL) in the approval of Proposal 6. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. |
Management | For | |||||||||
| SWEDOL AB | ||||||||||||
| Security | W95676107 | Meeting Type | Annual General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 11-May-2020 | ||||||||||
| ISIN | SE0001733841 | Agenda | 712383758 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT
AS AN AGAINST VOTE IF THE MEETING-REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION |
Non-Voting | ||||||||||
| CMMT | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED |
Non-Voting | ||||||||||
| CMMT | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE |
Non-Voting | ||||||||||
| 1 | OPENING OF THE MEETING AND ELECTION OF
A CHAIRPERSON: ATTORNEY PONTUS ENQUIST |
Non-Voting | ||||||||||
| 2 | PREPARATION AND APPROVAL OF A VOTING REGISTER |
Non-Voting | ||||||||||
| 3 | ELECTION OF ONE OR TWO PERSONS TO ATTEST THE MINUTES |
Non-Voting | ||||||||||
| 4 | DETERMINATION OF WHETHER THE GENERAL MEETING HAS BEEN DULY CONVENED |
Non-Voting | ||||||||||
| 5 | APPROVAL OF THE AGENDA | Non-Voting | ||||||||||
| 6 | PRESENTATION OF THE ANNUAL REPORT, AUDITOR'S REPORT, CONSOLIDATED FINANCIAL- STATEMENTS AND AUDITOR'S REPORT FOR THE GROUP |
Non-Voting | ||||||||||
| 7.A | RESOLUTIONS REGARDING: ADOPTION OF THE INCOME STATEMENT AND BALANCE SHEET, AS WELL AS THE CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED BALANCE SHEET |
Management | No Action | |||||||||
| 7.B | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: RESOLUTIONS REGARDING: APPROPRIATION OF THE COMPANY'S PROFIT IN ACCORDANCE WITH THE ADOPTED BALANCE SHEET AND THE RECORD DATE FOR DIVIDENDS |
Shareholder | No Action | |||||||||
| 7.C | RESOLUTIONS REGARDING: DISCHARGE FROM LIABILITY FOR THE DIRECTORS AND CEO |
Management | No Action | |||||||||
| 8 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETERMINATION OF THE NUMBER OF DIRECTORS AND ALTERNATES AS WELL AS THE NUMBER OF AUDITORS AND ALTERNATE AUDITORS: 5 DIRECTORS AND NO ALTERNATE DIRECTORS. IN ADDITION, IT IS PROPOSED THAT A REGISTERED ACCOUNTING FIRM BE APPOINTED AS AUDITOR, WITHOUT ALTERNATE AUDITORS |
Shareholder | No Action | |||||||||
| 9 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETERMINATION OF FEES FOR THE DIRECTORS AND AUDITORS |
Shareholder | No Action | |||||||||
| 10 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF THE DIRECTORS, THE CHAIRMAN OF THE BOARD OF DIRECTORS, AND AUDITORS: MOMENTUM GROUP PROPOSES THE NEW ELECTION OF JOHAN SJO, ULF LILIUS, NIKLAS ENMARK, CLEIN JOHANSSON ULLENVIK AND IRENE WISENBORN BELLANDER FOR A TERM UNTIL THE NEXT ANNUAL GENERAL MEETING. JOHAN SJO IS PROPOSED AS CHAIRMAN OF THE BOARD OF DIRECTORS. MOMENTUM GROUP PROPOSES THAT THE REGISTERED ACCOUNTANCY FIRM KPMG AB BE RE-ELECTED AS THE COMPANY'S AUDITOR FOR THE PERIOD UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING |
Shareholder | No Action | |||||||||
| 11 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: RESOLUTION TO CHANGE THE COMPANY CATEGORY AND TO AMEND THE ARTICLES OF ASSOCIATION: ARTICLE 1 |
Shareholder | No Action | |||||||||
| 12 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: RESOLUTION TO AMEND THE ARTICLES OF ASSOCIATION: ARTICLES 6 AND 8 |
Shareholder | No Action | |||||||||
| 13 | CLOSURE OF THE MEETING | Non-Voting | ||||||||||
| AVISTA CORP. | ||||||||||||
| Security | 05379B107 | Meeting Type | Annual | |||||||||
| Ticker Symbol | AVA | Meeting Date | 11-May-2020 | |||||||||
| ISIN | US05379B1070 | Agenda | 935163395 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1A. | Election of Director: Kristianne Blake | Management | For | For | ||||||||
| 1B. | Election of Director: Donald C. Burke | Management | For | For | ||||||||
| 1C. | Election of Director: Rebecca A. Klein | Management | For | For | ||||||||
| 1D. | Election of Director: Scott H. Maw | Management | For | For | ||||||||
| 1E. | Election of Director: Scott L. Morris | Management | For | For | ||||||||
| 1F. | Election of Director: Jeffry L. Phillips | Management | For | For | ||||||||
| 1G. | Election of Director: Marc F. Racicot | Management | For | For | ||||||||
| 1H. | Election of Director: Heidi B. Stanley | Management | For | For | ||||||||
| 1I. | Election of Director: R. John Taylor | Management | For | For | ||||||||
| 1J. | Election of Director: Dennis P. Vermillion | Management | For | For | ||||||||
| 1K. | Election of Director: Janet D. Widmann | Management | For | For | ||||||||
| 2. | Ratification of the appointment of Deloitte
& Touche LLP as the Company's independent registered public accounting firm for 2020. |
Management | For | For | ||||||||
| 3. | Advisory (non-binding) vote on executive compensation. | Management | For | For | ||||||||
| IDORSIA LTD | ||||||||||||
| Security | H3879B109 | Meeting Type | Annual General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 13-May-2020 | ||||||||||
| ISIN | CH0363463438 | Agenda | 712364710 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS ARE REQUIRED FOR THIS MEETING. IF-NO BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY BE REJECTED.-THANK YOU. |
Non-Voting | ||||||||||
| CMMT | PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE-REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE-REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT-FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A-REGISTERED LOCATION AT THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL-SUB- CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE-THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND-RE- REGISTRATION FOLLOWING A TRADE. THEREFORE WHILST THIS DOES NOT PREVENT THE-TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF-REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE-SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR-CLIENT REPRESENTATIVE |
Non-Voting | ||||||||||
| 1.1 | APPROVAL OF ANNUAL REPORT 2019, CONSOLIDATED FINANCIAL STATEMENTS 2019, AND STATUTORY FINANCIAL STATEMENTS 2019 |
Management | No Action | |||||||||
| 1.2 | CONSULTATIVE VOTE ON THE COMPENSATION REPORT 2019 |
Management | No Action | |||||||||
| 2 | APPROPRIATION OF AVAILABLE EARNINGS | Management | No Action | |||||||||
| 3 | DISCHARGE OF THE BOARD OF DIRECTORS AND OF THE EXECUTIVE COMMITTEE |
Management | No Action | |||||||||
| 4.1 | INCREASE OF CONDITIONAL SHARE CAPITAL REGARDING THE ISSUANCE OF EMPLOYEE PARTICIPATION RIGHTS |
Management | No Action | |||||||||
| 4.2 | INCREASE OF CONDITIONAL SHARE CAPITAL REGARDING THE ISSUANCE OF CONVERSION RIGHTS |
Management | No Action | |||||||||
| 5 | INCREASE AND EXTENSION OF EXISTING AUTHORIZED SHARE CAPITAL |
Management | No Action | |||||||||
| 6.1.1 | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: JEAN-PAUL CLOZEL |
Management | No Action | |||||||||
| 6.1.2 | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: VIVIANE MONGES |
Management | No Action | |||||||||
| 6.1.3 | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: MATHIEU SIMON |
Management | No Action | |||||||||
| 6.2.1 | ELECTION OF NEW DIRECTOR: JOERN ALDAG | Management | No Action | |||||||||
| 6.2.2 | ELECTION OF NEW DIRECTOR: MICHEL DE ROSEN | Management | No Action | |||||||||
| 6.2.3 | ELECTION OF NEW DIRECTOR: FELIX R. EHRAT | Management | No Action | |||||||||
| 6.2.4 | ELECTION OF NEW DIRECTOR: SANDY MAHATME | Management | No Action | |||||||||
| 6.3.1 | ELECTION OF THE CHAIR OF THE BOARD OF DIRECTOR: MATHIEU SIMON |
Management | No Action | |||||||||
| 6.4.1 | ELECTION OF THE NOMINATING, GOVERNANCE AND COMPENSATION COMMITTEE: VIVIANE MONGES |
Management | No Action | |||||||||
| 6.4.2 | ELECTION OF THE NOMINATING, GOVERNANCE AND COMPENSATION COMMITTEE: MATHIEU SIMON |
Management | No Action | |||||||||
| 6.4.3 | ELECTION OF THE NOMINATING, GOVERNANCE AND COMPENSATION COMMITTEE: JOERN ALDAG |
Management | No Action | |||||||||
| 6.4.4 | ELECTION OF THE NOMINATING, GOVERNANCE AND COMPENSATION COMMITTEE: MICHEL DE ROSEN |
Management | No Action | |||||||||
| 6.4.5 | ELECTION OF THE NOMINATING, GOVERNANCE AND COMPENSATION COMMITTEE: FELIX R. EHRAT |
Management | No Action | |||||||||
| 7.1 | APPROVAL OF BOARD COMPENSATION (NON- EXECUTIVE DIRECTORS) FOR THE 2020-2021 TERM OF OFFICE |
Management | No Action | |||||||||
| 7.2 | APPROVAL OF EXECUTIVE COMMITTEE COMPENSATION 2021 |
Management | No Action | |||||||||
| 8 | ELECTION OF THE INDEPENDENT PROXY: BACHMANNPARTNER SACHWALTER UND TREUHAND AG |
Management | No Action | |||||||||
| 9 | ELECTION OF THE STATUTORY AUDITORS: ERNST AND YOUNG AG, BASEL |
Management | No Action | |||||||||
| LEGG MASON, INC. | ||||||||||||
| Security | 524901105 | Meeting Type | Special | |||||||||
| Ticker Symbol | LM | Meeting Date | 15-May-2020 | |||||||||
| ISIN | US5249011058 | Agenda | 935198449 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To consider and vote on a proposal to
approve the merger of Alpha Sub, Inc. ("Merger Sub"), a wholly- owned subsidiary of Franklin Resources, Inc. ("Franklin") with and into Legg Mason, Inc. (the "Company") (which we refer to as the "merger"), with the Company surviving the merger as a wholly-owned subsidiary of Franklin, and the other transactions contemplated by the Agreement and Plan of Merger (as amended from time to time, the "merger agreement"), dated February 17, 2020, by and among the Company, Franklin, and Merger Sub. |
Management | For | For | ||||||||
| 2. | To consider and vote on a proposal to
approve, by a non- binding advisory vote, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the merger and the other transactions contemplated by the merger agreement. |
Management | For | For | ||||||||
| 3. | To consider and vote on a proposal to
adjourn the special meeting to a later date or time if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement if there are insufficient votes at the time of the special meeting to approve the merger and the other transactions contemplated by the merger agreement. |
Management | For | For | ||||||||
| ARTEMIS GOLD INC | ||||||||||||
| Security | 04302L100 | Meeting Type | Annual General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 19-May-2020 | ||||||||||
| ISIN | CA04302L1004 | Agenda | 712492800 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTIONS 1, 4 AND 5 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR-RESOLUTION NUMBERS 2.1 TO 2.5 AND 3. THANK YOU |
Non-Voting | ||||||||||
| 1 | TO SET THE NUMBER OF DIRECTORS AT FIVE (5) | Management | For | For | ||||||||
| 2.1 | ELECTION OF DIRECTOR: WILLIAM ARMSTRONG | Management | For | For | ||||||||
| 2.2 | ELECTION OF DIRECTOR: ROBERT ATKINSON | Management | For | For | ||||||||
| 2.3 | ELECTION OF DIRECTOR: RYAN BEEDIE | Management | For | For | ||||||||
| 2.4 | ELECTION OF DIRECTOR: DAVID BLACK | Management | For | For | ||||||||
| 2.5 | ELECTION OF DIRECTOR: STEVEN DEAN | Management | For | For | ||||||||
| 3 | APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION |
Management | For | For | ||||||||
| 4 | TO RATIFY, CONFIRM AND RE-APPROVE THE COMPANY'S STOCK OPTION PLAN |
Management | For | For | ||||||||
| 5 | TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING |
Management | Against | Against | ||||||||
| CLEAR CHANNEL OUTDOOR HOLDINGS, INC. | ||||||||||||
| Security | 18453H106 | Meeting Type | Annual | |||||||||
| Ticker Symbol | CCO | Meeting Date | 19-May-2020 | |||||||||
| ISIN | US18453H1068 | Agenda | 935172685 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | DIRECTOR | Management | ||||||||||
| 1 | John Dionne | Withheld | Against | |||||||||
| 2 | Andrew Hobson | Withheld | Against | |||||||||
| 3 | Joe Marchese | Withheld | Against | |||||||||
| 2. | Approval of the advisory (non-binding)
resolution on executive compensation |
Management | For | For | ||||||||
| 3. | Ratification of the selection of Ernst
& Young LLP as the independent registered public accounting firm for the year ending December 31, 2020 |
Management | For | For | ||||||||
| ALAMOS GOLD INC. | ||||||||||||
| Security | 011532108 | Meeting Type | Annual | |||||||||
| Ticker Symbol | AGI | Meeting Date | 20-May-2020 | |||||||||
| ISIN | CA0115321089 | Agenda | 935184349 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | DIRECTOR | Management | ||||||||||
| 1 | Elaine Ellingham | For | For | |||||||||
| 2 | David Fleck | For | For | |||||||||
| 3 | David Gower | For | For | |||||||||
| 4 | Claire M. Kennedy | For | For | |||||||||
| 5 | John A. McCluskey | For | For | |||||||||
| 6 | Monique Mercier | For | For | |||||||||
| 7 | Paul J. Murphy | For | For | |||||||||
| 8 | J. Robert S. Prichard | For | For | |||||||||
| 9 | Ronald E. Smith | For | For | |||||||||
| 10 | Kenneth Stowe | For | For | |||||||||
| 2 | Appointment of KPMG LLP as auditors of
the Company for the ensuing year and authorizing the directors to fix their remuneration. |
Management | For | For | ||||||||
| 3 | To consider, and if deemed advisable,
pass a resolution to approve an advisory resolution on the Company's approach to executive compensation. |
Management | For | For | ||||||||
| FITBIT, INC. | ||||||||||||
| Security | 33812L102 | Meeting Type | Annual | |||||||||
| Ticker Symbol | FIT | Meeting Date | 21-May-2020 | |||||||||
| ISIN | US33812L1026 | Agenda | 935169260 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | DIRECTOR | Management | ||||||||||
| 1 | James Park | For | For | |||||||||
| 2 | Eric N. Friedman | For | For | |||||||||
| 3 | Laura J. Alber | For | For | |||||||||
| 4 | Matthew Bromberg | For | For | |||||||||
| 5 | Glenda Flanagan | For | For | |||||||||
| 6 | Bradley Fluegel | For | For | |||||||||
| 7 | Steven Murray | For | For | |||||||||
| 2. | Ratification of the appointment of Grant
Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2020. |
Management | For | For | ||||||||
| 3. | A stockholder proposal regarding simple majority voting. | Shareholder | Against | For | ||||||||
| XPO LOGISTICS EUROPE SA | ||||||||||||
| Security | F4655Q106 | Meeting Type | Ordinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 28-May-2020 | ||||||||||
| ISIN | FR0000052870 | Agenda | 712480437 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE- GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE. |
Non-Voting | ||||||||||
| CMMT | FOLLOWING CHANGES IN THE FORMAT OF PROXY CARDS FOR FRENCH MEETINGS, ABSTAIN-IS NOW A VALID VOTING OPTION. FOR ANY ADDITIONAL ITEMS RAISED AT THE MEETING-THE VOTING OPTION WILL DEFAULT TO 'AGAINST', OR FOR POSITIONS WHERE THE PROXY-CARD IS NOT COMPLETED BY BROADRIDGE, TO THE PREFERENCE OF YOUR CUSTODIAN. |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-https://www.journal- officiel.gouv.fr/balo/document/202004222000998-49 |
Non-Voting | ||||||||||
| 1 | APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 |
Management | For | For | ||||||||
| 2 | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 |
Management | For | For | ||||||||
| 3 | ALLOCATION OF INCOME FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2019 AND SETTING OF THE DIVIDEND |
Management | For | For | ||||||||
| 4 | ABSENCE OF NEW REGULATED AGREEMENTS CONCLUDED DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 |
Management | For | For | ||||||||
| 5 | RENEWAL OF THE TERM OF OFFICE OF MRS.
GENA ASHE AS MEMBER OF THE SUPERVISORY BOARD |
Management | Against | Against | ||||||||
| 7 | RENEWAL OF THE TERM OF OFFICE OF MRS. CLARE CHATFIELD AS MEMBER OF THE SUPERVISORY BOARD |
Management | For | For | ||||||||
| 6 | RENEWAL OF THE TERM OF OFFICE OF THE COMPANY XPO LOGISTICS, INC., REPRESENTED BY MRS. MEGHAN HENSON, AS MEMBER OF THE SUPERVISORY BOARD |
Management | For | For | ||||||||
| 8 | RATIFICATION OF THE CO-OPTATION OF MR.
DAVID WYSHNER AS MEMBER OF THE SUPERVISORY BOARD, AS A REPLACEMENT FOR MRS. SARAH GLICKMAN, WHO RESIGNED |
Management | Against | Against | ||||||||
| 9 | APPROVAL OF THE ELEMENTS OF COMPENSATION PAID DURING OR ALLOCATED IN RESPECT OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 TO THE CORPORATE OFFICERS |
Management | For | For | ||||||||
| 10 | APPROVAL OF THE ELEMENTS OF COMPENSATION PAID DURING OR ALLOCATED IN RESPECT OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 TO MR. MALCOLM WILSON, MEMBER OF THE MANAGEMENT BOARD AND CHAIRMAN OF THE MANAGEMENT BOARD |
Management | Against | Against | ||||||||
| 11 | APPROVAL OF THE ELEMENTS OF COMPENSATION PAID DURING OR ALLOCATED IN RESPECT OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 TO MR. LUIS ANGEL GOMEZ, MEMBER OF THE MANAGEMENT BOARD |
Management | Against | Against | ||||||||
| 12 | APPROVAL OF THE ELEMENTS OF COMPENSATION PAID DURING OR ALLOCATED IN RESPECT OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 TO MR. BRADLEY JACOBS, MEMBER OF THE SUPERVISORY BOARD AND CHAIRMAN OF THE SUPERVISORY BOARD |
Management | For | For | ||||||||
| 13 | APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO MEMBERS OF THE SUPERVISORY BOARD |
Management | For | For | ||||||||
| 14 | APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO THE CHAIRMAN OF THE SUPERVISORY BOARD |
Management | For | For | ||||||||
| 15 | APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO MEMBERS OF THE MANAGEMENT BOARD |
Management | Against | Against | ||||||||
| 16 | APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO THE CHAIRMAN OF THE MANAGEMENT BOARD |
Management | Against | Against | ||||||||
| 17 | POWERS TO CARRY OUT FORMALITIES | Management | For | For | ||||||||
| TAYLOR MORRISON HOME CORPORATION (TMHC) | ||||||||||||
| Security | 87724P106 | Meeting Type | Annual | |||||||||
| Ticker Symbol | TMHC | Meeting Date | 28-May-2020 | |||||||||
| ISIN | US87724P1066 | Agenda | 935182585 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | DIRECTOR | Management | ||||||||||
| 1 | Jeffry L. Flake | For | For | |||||||||
| 2 | Gary H. Hunt | For | For | |||||||||
| 3 | Peter Lane | For | For | |||||||||
| 4 | William H. Lyon | For | For | |||||||||
| 5 | Anne L. Mariucci | For | For | |||||||||
| 6 | Andrea Owen | For | For | |||||||||
| 7 | Sheryl D. Palmer | For | For | |||||||||
| 8 | Denise F. Warren | For | For | |||||||||
| 2. | Advisory vote to approve the compensation
of the Company's named executive officers. |
Management | For | For | ||||||||
| 3. | Advisory vote on the frequency of future
advisory votes to approve the compensation of our named executive officers. |
Management | 1 Year | For | ||||||||
| 4. | Ratification of the appointment of Deloitte
& Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. |
Management | For | For | ||||||||
| CRAFT BREW ALLIANCE, INC. | ||||||||||||
| Security | 224122101 | Meeting Type | Annual | |||||||||
| Ticker Symbol | BREW | Meeting Date | 29-May-2020 | |||||||||
| ISIN | US2241221017 | Agenda | 935205511 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | DIRECTOR | Management | ||||||||||
| 1 | Timothy P. Boyle | For | For | |||||||||
| 2 | Marc J. Cramer | For | For | |||||||||
| 3 | Paul D. Davis | For | For | |||||||||
| 4 | Matthew E. Gilbertson | For | For | |||||||||
| 5 | Kevin R. Kelly | For | For | |||||||||
| 6 | David R. Lord | For | For | |||||||||
| 7 | Nickolas A. Mills | For | For | |||||||||
| 8 | Jacqueline S. Woodward | For | For | |||||||||
| 2. | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
Management | For | For | ||||||||
| 3. | ADVISORY VOTE ON APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION. |
Management | For | For | ||||||||
| HEXCEL CORPORATION | ||||||||||||
| Security | 428291108 | Meeting Type | Annual | |||||||||
| Ticker Symbol | HXL | Meeting Date | 01-Jun-2020 | |||||||||
| ISIN | US4282911084 | Agenda | 935202907 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1A. | Election of Director: Nick L. Stanage | Management | For | For | ||||||||
| 1B. | Election of Director: Joel S. Beckman | Management | For | For | ||||||||
| 1C. | Election of Director: Jeffrey C. Campbell | Management | For | For | ||||||||
| 1D. | Election of Director: Cynthia M. Egnotovich | Management | For | For | ||||||||
| 1E. | Election of Director: Thomas A. Gendron | Management | For | For | ||||||||
| 1F. | Election of Director: Jeffrey A. Graves | Management | For | For | ||||||||
| 1G. | Election of Director: Guy C. Hachey | Management | For | For | ||||||||
| 1H. | Election of Director: Catherine A. Suever | Management | For | For | ||||||||
| 2. | Advisory non-binding vote to approve 2019
executive compensation. |
Management | For | For | ||||||||
| 3. | Ratification of the appointment of Ernst
& Young LLP as the independent registered public accounting firm for 2020. |
Management | For | For | ||||||||
| YASHILI INTERNATIONAL HOLDINGS LTD | ||||||||||||
| Security | G98340105 | Meeting Type | Annual General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 03-Jun-2020 | ||||||||||
| ISIN | KYG983401053 | Agenda | 712516434 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- https://www1.hkexnews.hk/listedco/listconews/sehk/2020/ 0428/2020042802282.pdf-AND- https://www1.hkexnews.hk/listedco/listconews/sehk/2020/ 0428/2020042802378.pdf |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR- ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING |
Non-Voting | ||||||||||
| 1 | TO RECEIVE THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND THE REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2019 |
Management | For | For | ||||||||
| 2 | TO RE-ELECT MR. YAN ZHIYUAN AS AN EXECUTIVE DIRECTOR OF THE COMPANY |
Management | For | For | ||||||||
| 3 | TO RE-ELECT MR. JEFFREY, MINFANG LU AS
A NON-EXECUTIVE DIRECTOR OF THE COMPANY |
Management | Against | Against | ||||||||
| 4 | TO RE-ELECT MR. QIN PENG AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY |
Management | For | For | ||||||||
| 5 | TO RE-ELECT MR. CHENG SHOUTAI AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY |
Management | Against | Against | ||||||||
| 6 | TO AUTHORIZE THE BOARD OF DIRECTORS OF
THE COMPANY (THE "BOARD") TO FIX THE REMUNERATION OF THE DIRECTORS OF THE COMPANY |
Management | For | For | ||||||||
| 7 | TO RE-APPOINT ERNST & YOUNG AS AUDITORS AND TO AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION |
Management | For | For | ||||||||
| 8 | TO GIVE A GENERAL MANDATE TO THE DIRECTORS TO REPURCHASE SHARES OF THE COMPANY NOT EXCEEDING 10% OF THE TOTAL NUMBER OF ISSUED SHARES OF THE COMPANY AS AT THE DATE OF PASSING OF THIS RESOLUTION |
Management | For | For | ||||||||
| 9 | TO GIVE A GENERAL MANDATE TO THE DIRECTORS TO ISSUE, ALLOT AND DEAL WITH ADDITIONAL SHARES OF THE COMPANY NOT EXCEEDING 20% OF THE TOTAL NUMBER OF ISSUED SHARES OF THE COMPANY AS AT THE DATE OF PASSING OF THIS RESOLUTION |
Management | Against | Against | ||||||||
| 10 | TO EXTEND THE GENERAL MANDATE GRANTED
TO THE DIRECTORS TO ISSUE, ALLOT AND DEAL WITH ADDITIONAL SHARES IN THE CAPITAL OF THE COMPANY BY THE AGGREGATE NUMBER OF THE SHARES REPURCHASED BY THE COMPANY |
Management | Against | Against | ||||||||
| PACIFIC BIOSCIENCES OF CALIFORNIA, INC. | ||||||||||||
| Security | 69404D108 | Meeting Type | Annual | |||||||||
| Ticker Symbol | PACB | Meeting Date | 08-Jun-2020 | |||||||||
| ISIN | US69404D1081 | Agenda | 935207589 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1.1 | Election of Class I Director: Christian O. Henry | Management | For | For | ||||||||
| 1.2 | Election of Class I Director: John F. Milligan, Ph.D. | Management | For | For | ||||||||
| 1.3 | Election of Class I Director: Lucy Shapiro, Ph.D | Management | For | For | ||||||||
| 2. | Ratification of the appointment of Ernst
& Young LLP as our independent registered public accounting firm for the year ending December 31, 2020. |
Management | For | For | ||||||||
| 3. | Advisory approval of the Company's executive compensation. |
Management | For | For | ||||||||
| 4. | Approval of the Company's 2020 Equity Incentive Plan. | Management | Against | Against | ||||||||
| BEL FUSE INC. | ||||||||||||
| Security | 077347201 | Meeting Type | Annual | |||||||||
| Ticker Symbol | BELFA | Meeting Date | 10-Jun-2020 | |||||||||
| ISIN | US0773472016 | Agenda | 935175198 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | DIRECTOR | Management | ||||||||||
| 1 | Thomas E. Dooley | For | For | |||||||||
| 2 | Rita V. Smith | For | For | |||||||||
| 2. | With respect to the ratification of the
designation of Deloitte & Touche LLP to audit Bel's books and accounts for 2020 |
Management | For | For | ||||||||
| 3. | With respect to the approval, on an advisory
basis, of the executive compensation of Bel's named executive officers as described in the proxy statement |
Management | For | For | ||||||||
| 4. | With respect to the approval of the Bel
Fuse Inc. 2020 Equity Compensation Plan |
Management | Against | Against | ||||||||
| 5. | With respect to a shareholder proposal
requesting that our board of directors take all necessary steps to provide the holders of Class A Common Stock with the right to convert their shares into Class B Common Stock at their option at any time, if properly presented at the Annual Meeting. |
Shareholder | For | Against | ||||||||
| LOGMEIN, INC | ||||||||||||
| Security | 54142L109 | Meeting Type | Annual | |||||||||
| Ticker Symbol | LOGM | Meeting Date | 11-Jun-2020 | |||||||||
| ISIN | US54142L1098 | Agenda | 935200775 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1A. | Election of Class II Director: David J. Henshall | Management | For | For | ||||||||
| 1B. | Election of Class II Director: Peter J. Sacripanti | Management | For | For | ||||||||
| 1C. | Election of Class II Director: William R. Wagner | Management | For | For | ||||||||
| 2. | Ratification of appointment of Deloitte
& Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2020. |
Management | For | For | ||||||||
| 3. | Advisory vote for the approval of the
Company's executive compensation. |
Management | For | For | ||||||||
| CIRCOR INTERNATIONAL, INC. | ||||||||||||
| Security | 17273K109 | Meeting Type | Annual | |||||||||
| Ticker Symbol | CIR | Meeting Date | 12-Jun-2020 | |||||||||
| ISIN | US17273K1097 | Agenda | 935200016 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To amend the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to implement a majority voting standard for uncontested director elections to first take effect at the Annual Meeting of Stockholders in 2021. |
Management | For | For | ||||||||
| 2. | To amend the Certificate of Incorporation
to declassify the Board of Directors of the Company. |
Management | For | For | ||||||||
| 3. | DIRECTOR | Management | ||||||||||
| 1 | John (Andy) O'Donnell* | For | For | |||||||||
| 2 | Scott Buckhout* | For | For | |||||||||
| 4. | To consider an advisory vote approving
the compensation of the Company's Named Executive Officers. |
Management | For | For | ||||||||
| ATRIUM EUROPEAN REAL ESTATE LIMITED | ||||||||||||
| Security | G0621C113 | Meeting Type | ExtraOrdinary General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 15-Jun-2020 | ||||||||||
| ISIN | JE00B3DCF752 | Agenda | 712756711 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | THAT WITH EFFECT FROM THE END OF THE EXTRAORDINARY GENERAL MEETING, THE AMENDED ARTICLES TABLED AT THE EXTRAORDINARY GENERAL MEETING BE ADOPTED AS THE ARTICLES OF ASSOCIATION OF THE COMPANY IN SUBSTITUTION FOR AND TO THE EXCLUSION OF THE EXISTING ARTICLES. IN THIS SPECIAL RESOLUTION A REFERENCE TO THE EXISTING ARTICLES SHALL MEAN THE ARTICLES OF ASSOCIATION OF THE COMPANY AS AT IMMEDIATELY PRIOR TO THE EXTRAORDINARY GENERAL MEETING AND A REFERENCE TO THE AMENDED ARTICLES SHALL MEAN THE PROPOSED NEW ARTICLES OF ASSOCIATION OF THE COMPANY (MADE AVAILABLE TO SHAREHOLDERS FOR INSPECTION PRIOR TO THE EXTRAORDINARY GENERAL MEETING) |
Management | No Action | |||||||||
| 2 | THAT, PROVIDED THAT RESOLUTION 1 ABOVE
IS CARRIED, WITH EFFECT FROM THE END OF THE EXTRAORDINARY GENERAL MEETING THE COMPANY IS AUTHORISED, FOR THE PURPOSE OF ARTICLE 34A OF THE AMENDED ARTICLES AND ALL OTHER PURPOSES, TO OFFER A SCRIP DIVIDEND (AS DEFINED IN THE AMENDED ARTICLES) IN RELATION TO ANY AND ALL DIVIDENDS (WHETHER OR NOT ALREADY DECLARED) TO BE PAID PRIOR TO THE DATE OF THE COMPANY'S NEXT ANNUAL GENERAL MEETING |
Management | No Action | |||||||||
| EQM MIDSTREAM PARTNERS, LP | ||||||||||||
| Security | 26885B100 | Meeting Type | Special | |||||||||
| Ticker Symbol | EQM | Meeting Date | 15-Jun-2020 | |||||||||
| ISIN | US26885B1008 | Agenda | 935213405 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | To approve the Agreement and Plan of Merger,
dated as of February 26, 2020, by and among Equitrans Midstream Corporation (ETRN), EQM LP Corporation, LS Merger Sub, LLC (Merger Sub), EQM Midstream Partners, LP (EQM), and EQGP Services, LLC, pursuant to which Merger Sub will merge with and into EQM with EQM surviving as a wholly owned subsidiary of ETRN. |
Management | For | For | ||||||||
| PARROT SA | ||||||||||||
| Security | F7096P108 | Meeting Type | MIX | |||||||||
| Ticker Symbol | Meeting Date | 16-Jun-2020 | ||||||||||
| ISIN | FR0004038263 | Agenda | 712603883 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE- GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE. |
Non-Voting | ||||||||||
| CMMT | FOLLOWING CHANGES IN THE FORMAT OF PROXY CARDS FOR FRENCH MEETINGS, ABSTAIN-IS NOW A VALID VOTING OPTION. FOR ANY ADDITIONAL ITEMS RAISED AT THE MEETING-THE VOTING OPTION WILL DEFAULT TO 'AGAINST', OR FOR POSITIONS WHERE THE PROXY-CARD IS NOT COMPLETED BY BROADRIDGE, TO THE PREFERENCE OF YOUR CUSTODIAN. |
Non-Voting | ||||||||||
| CMMT | 29 MAY 2020: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE 9 MAY 2020: MATERIAL URL LINK:-https://www.journal- officiel.gouv.fr/balo/document/202005062001354-55 AND-https://www.journal- officiel.gouv.fr/balo/document/202005292002052-65; PLEASE-NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK. IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE-TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU |
Non-Voting | ||||||||||
| O.1 | APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 |
Management | For | For | ||||||||
| O.2 | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 |
Management | For | For | ||||||||
| O.3 | ALLOCATION OF INCOME FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2019 |
Management | For | For | ||||||||
| O.4 | APPROVAL OF THE AGREEMENTS REFERRED TO
IN ARTICLE L.225 -38 OF THE FRENCH COMMERCIAL CODE |
Management | For | For | ||||||||
| O.5 | RENEWAL OF THE TERM OF OFFICE OF MRS.
MARIE EKELAND AS DIRECTOR |
Management | For | For | ||||||||
| O.6 | APPROVAL OF THE INFORMATION RELATING TO THE COMPENSATION OF CORPORATE OFFICERS REFERRED TO IN SECTION I OF ARTICLE L.225-37-3 OF THE FRENCH COMMERCIAL CODE |
Management | For | For | ||||||||
| O.7 | APPROVAL OF THE ELEMENTS OF COMPENSATION AND BENEFITS OF ANY KIND PAID OR AWARDED TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER IN RESPECT OF THE FINANCIAL YEAR 2019 |
Management | For | For | ||||||||
| O.8 | APPROVAL OF THE ELEMENTS OF COMPENSATION AND BENEFITS OF ANY KIND PAID OR AWARDED TO THE DEPUTY CHIEF EXECUTIVE OFFICER IN RESPECT OF THE FINANCIAL YEAR 2019 |
Management | Against | Against | ||||||||
| O.9 | APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE COMPANY |
Management | For | For | ||||||||
| O.10 | APPROVAL OF THE COMPENSATION POLICY FOR THE DIRECTORS OF THE COMPANY |
Management | For | For | ||||||||
| O.11 | AUTHORISATION GRANTED TO THE BOARD OF DIRECTORS TO IMPLEMENT A PURCHASE PROGRAMME OF SHARES OF THE COMPANY UNDER THE REGULATION EU NO. 596/2014 OF THE COMMISSION OF 16 APRIL 2014 AND ARTICLE L.225- 209 OF THE FRENCH COMMERCIAL CODE, DURATION OF THE AUTHORISATION, PURPOSES, TERMS AND CONDITIONS, CEILING (USABLE OUTSIDE PERIODS OF PUBLIC OFFERINGS INVOLVING SECURITIES OF THE COMPANY |
Management | For | For | ||||||||
| E.12 | AUTHORISATION GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE CAPITAL BY CANCELLING SHARES, UNDER THE PROVISIONS OF ARTICLE L.225 -209 OF THE FRENCH COMMERCIAL CODE, DURATION OF THE AUTHORISATION, CEILING |
Management | For | For | ||||||||
| E.13 | AUTHORISATION GRANTED TO THE BOARD OF DIRECTORS TO ALLOCATE FREE SHARES TO EMPLOYEES OR ELIGIBLE CORPORATE OFFICERS OF THE COMPANY OR RELATED COMPANIES OR TO SOME OF THEM, WAIVER BY THE SHAREHOLDERS OF THEIR PRE-EMPTIVE SUBSCRIPTION RIGHT, DURATION OF THE AUTHORISATION, CEILING, DURATION OF ACQUISITION AND RETENTION PERIODS |
Management | Against | Against | ||||||||
| E.14 | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH CAPITAL INCREASES BY ISSUING SHARES OR OTHER SECURITIES GRANTING ACCESS TO THE CAPITAL WITH CANCELLATION OF THE PRE- EMPTIVE SUBSCRIPTION RIGHT IN FAVOUR OF MEMBERS OF A COMPANY SAVINGS PLAN PURSUANT TO ARTICLES L.3332-18 AND |
Management | For | For | ||||||||
| FOLLOWING OF THE FRENCH LABOUR CODE, DURATION OF THE AUTHORISATION, MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE, ISSUE PRICE, POSSIBILITY TO ALLOCATE FREE SHARES PURSUANT TO ARTICLE L.3332-21 OF THE FRENCH LABOUR CODE |
||||||||||||
| E.15 | AMENDMENT TO THE BY-LAWS OF THE COMPANY | Management | For | For | ||||||||
| E.16 | POWERS TO CARRY OUT FORMALITIES | Management | For | For | ||||||||
| SGL CARBON SE | ||||||||||||
| Security | D6949M108 | Meeting Type | Annual General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 16-Jun-2020 | ||||||||||
| ISIN | DE0007235301 | Agenda | 712604861 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN- CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE- NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS- USUAL |
Non-Voting | ||||||||||
| CMMT | INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S-WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU-WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND-VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT-BE REFLECTED ON THE BALLOT ON PROXYEDGE |
Non-Voting | ||||||||||
| CMMT | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL AGENDAS FOR GERMAN MEETINGS IN-ENGLISH ONLY. IF YOU WISH TO SEE THE AGENDA IN GERMAN, THIS WILL BE MADE-AVAILABLE AS A LINK UNDER THE 'MATERIAL URL' DROPDOWN AT THE TOP OF THE-BALLOT. THE GERMAN AGENDAS FOR ANY EXISTING OR PAST MEETINGS WILL REMAIN IN-PLACE. FOR FURTHER INFORMATION, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE |
Non-Voting | ||||||||||
| 1 | PRESENTATION OF THE FINANCIAL STATEMENTS AND ANNUAL REPORT FOR THE 2019-FINANCIAL YEAR WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL-STATEMENTS, THE GROUP ANNUAL REPORT, AND THE REPORT PURSUANT TO SECTIONS 289A-AND 315A OF THE GERMAN COMMERCIAL CODE |
Non-Voting | ||||||||||
| 2 | RATIFICATION OF THE ACTS OF THE BOARD
OF MDS |
Management | No Action | |||||||||
| 3 | RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD |
Management | No Action | |||||||||
| 4 | APPOINTMENT OF AUDITORS THE FOLLOWING ACCOUNTANTS SHALL BE APPOINTED AS AUDITORS AND GROUP AUDITORS FOR THE 2020 FINANCIAL YEAR: KPMG AG, BERLIN |
Management | No Action | |||||||||
| 5.1 | ELECTION TO THE SUPERVISORY BOARD: SUSANNE KLATTEN |
Management | No Action | |||||||||
| 5.2 | ELECTION TO THE SUPERVISORY BOARD: GEORG DENOKE |
Management | No Action | |||||||||
| 5.3 | ELECTION TO THE SUPERVISORY BOARD: EDWIN EICHLER |
Management | No Action | |||||||||
| 6 | RESOLUTION ON THE APPROVAL OF THE REMUNERATION SYSTEM FOR THE MEMBERS OF THE BOARD OF MDS THE REMUNERATION SYSTEM FOR THE MEMBERS OF THE BOARD OF MDS SHALL BE APPROVED. FURTHER DETAILS CAN BE FOUND ON THE COMPANY'S WEBSITE |
Management | No Action | |||||||||
| 7 | RESOLUTION ON THE APPROVAL OF THE REMUNERATION FOR THE MEMBERS OF THE SUPERVISORY BOARD THE REMUNERATION FOR THE MEMBERS OF THE SUPERVISORY BOARD PURSUANT SECTION 12 OF THE ARTICLES OF ASSOCIATION SHALL BE APPROVED |
Management | No Action | |||||||||
| 8 | AMENDMENT TO SECTION 15(2) OF THE ARTICLES OF ASSOCIATION SECTION 15(2): PROOF OF SHARE OWNERSHIP ISSUED IN TEXT FORM BY THE LAST INTERMEDIARY IN ACCORDANCE WITH SECTION 67C(3) OF THE GERMAN STOCK CORPORATION ACT SHALL BE SUFFICIENT AS EVIDENCE. THIS PROOF MUST REFER TO THE BEGINNING OF THE 21ST DAY PRIOR TO THE SHAREHOLDERS. MEETING AND MUST BE RECEIVED BY THE COMPANY NO LATER THAN THE LAST DAY OF THE REGISTRATION PERIOD PURSUANT TO SECTION 15(1) OF THE ARTICLES OF ASSOCIATION |
Management | No Action | |||||||||
| HALDEX AB | ||||||||||||
| Security | W3924P122 | Meeting Type | Annual General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 23-Jun-2020 | ||||||||||
| ISIN | SE0000105199 | Agenda | 712819602 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT
AS AN AGAINST VOTE IF THE MEETING-REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION |
Non-Voting | ||||||||||
| CMMT | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED |
Non-Voting | ||||||||||
| CMMT | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT
TO MEETING ID 400340 DUE TO SPLITTING-OF RESOLUTION 12. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE-DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE-REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE-ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU |
Non-Voting | ||||||||||
| 1 | OPENING OF THE GENERAL MEETING AND ELECTION OF CHAIRMAN OF THE GENERAL- MEETING |
Non-Voting | ||||||||||
| 2 | DRAWING UP AND APPROVAL OF THE VOTING LIST | Non-Voting | ||||||||||
| 3 | ELECTION OF TWO PERSONS TO ATTEST THE MINUTES |
Non-Voting | ||||||||||
| 4 | DETERMINATION OF WHETHER THE GENERAL MEETING HAS BEEN PROPERLY CONVENED |
Non-Voting | ||||||||||
| 5 | APPROVAL OF THE AGENDA | Non-Voting | ||||||||||
| 6 | THE MANAGING DIRECTOR'S REPORT | Non-Voting | ||||||||||
| 7 | PRESENTATION OF THE ANNUAL REPORT AND
THE AUDIT REPORT AND THE CONSOLIDATED- FINANCIAL STATEMENTS AND THE AUDIT REPORT ON THE CONSOLIDATED FINANCIAL-STATEMENTS |
Non-Voting | ||||||||||
| 8.A | RESOLUTION ON: ADOPTION OF THE PROFIT
AND LOSS ACCOUNT AND THE BALANCE SHEET AND THE CONSOLIDATED PROFIT AND LOSS ACCOUNT AND THE CONSOLIDATED BALANCE SHEET |
Management | No Action | |||||||||
| 8.B | RESOLUTION ON: DISCHARGE OF LIABILITY
FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR THE FINANCIAL YEAR 2019 |
Management | No Action | |||||||||
| 8.C | RESOLUTION ON: ALLOCATION OF THE COMPANY'S PROFIT ACCORDING TO THE ADOPTED BALANCE SHEET AND DETERMINATION OF THE RECORD DATE FOR RECEIPT OF DIVIDEND: NO DIVIDEND |
Management | No Action | |||||||||
| 9 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETERMINATION OF THE NUMBER OF DIRECTORS AND AUDITORS |
Shareholder | No Action | |||||||||
| 10 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETERMINATION OF FEES TO THE DIRECTORS |
Shareholder | No Action | |||||||||
| 11 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETERMINATION OF FEES TO THE AUDITORS |
Shareholder | No Action | |||||||||
| 12A.1 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: RE-ELECTION OF MEMBER OF BOARD OF DIRECTORS: HELENE SVAHN |
Shareholder | No Action | |||||||||
| 12A.2 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF MEMBER OF BOARD OF DIRECTORS: STEFAN CHARETTE |
Shareholder | No Action | |||||||||
| 12A.3 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF MEMBER OF BOARD OF DIRECTORS: VIVEKA EKBERG |
Shareholder | No Action | |||||||||
| 12A.4 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF MEMBER OF BOARD OF DIRECTORS: HAKAN KARLSSON |
Shareholder | No Action | |||||||||
| 12A.5 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF MEMBER OF BOARD OF DIRECTORS: CHRISTIAN LEVIN |
Shareholder | No Action | |||||||||
| 12A.6 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF MEMBER OF BOARD OF DIRECTORS: CATHARINA MODAHL NILSSON |
Shareholder | No Action | |||||||||
| 12.B | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF STEFAN CHARETTE AS CHAIRMAN OF THE BOARD |
Shareholder | No Action | |||||||||
| 12.C | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: RE-ELECTION OF OHRLINGS PRICEWATERHOUSECOOPERS AB AS THE AUDITING FIRM |
Shareholder | No Action | |||||||||
| 13 | RESOLUTION ON THE BOARD OF DIRECTORS' PROPOSAL TO GUIDELINES FOR REMUNERATION TO MEMBERS OF THE EXECUTIVE MANAGEMENT |
Management | No Action | |||||||||
| 14 | RESOLUTION ON THE BOARD OF DIRECTORS' PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION |
Management | No Action | |||||||||
| 15 | RESOLUTION ON THE BOARD OF DIRECTORS' PROPOSAL TO AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE ON A NEW SHARE ISSUE |
Management | No Action | |||||||||
| 16 | CLOSING OF THE GENERAL MEETING | Non-Voting | ||||||||||
| RIB SOFTWARE SE | ||||||||||||
| Security | D6529D148 | Meeting Type | Annual General Meeting | |||||||||
| Ticker Symbol | Meeting Date | 26-Jun-2020 | ||||||||||
| ISIN | DE000A254260 | Agenda | 712695709 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL AGENDAS FOR GERMAN MEETINGS IN-ENGLISH ONLY. IF YOU WISH TO SEE THE AGENDA IN GERMAN, THIS WILL BE MADE-AVAILABLE AS A LINK UNDER THE 'MATERIAL URL' DROPDOWN AT THE TOP OF THE-BALLOT. THE GERMAN AGENDAS FOR ANY EXISTING OR PAST MEETINGS WILL REMAIN IN-PLACE. FOR FURTHER INFORMATION, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT FOLLOWING THE AMENDMENT TO PARAGRAPH 21 OF THE SECURITIES-TRADE ACT ON 9TH JULY 2015 AND THE OVER-RULING OF THE DISTRICT COURT IN-COLOGNE JUDGMENT FROM 6TH JUNE 2012 THE VOTING PROCESS HAS NOW CHANGED WITH-REGARD TO THE GERMAN REGISTERED SHARES. AS A RESULT, IT IS NOW THE-RESPONSIBILITY OF THE END-INVESTOR (I.E. FINAL BENEFICIARY) AND NOT THE-INTERMEDIARY TO DISCLOSE RESPECTIVE FINAL BENEFICIARY VOTING RIGHTS THEREFORE-THE CUSTODIAN BANK / AGENT IN THE MARKET WILL BE SENDING THE VOTING DIRECTLY-TO MARKET AND IT IS THE END INVESTORS RESPONSIBILITY TO ENSURE THE- REGISTRATION ELEMENT IS COMPLETE WITH THE ISSUER DIRECTLY, SHOULD THEY HOLD-MORE THAN 3 % OF THE TOTAL SHARE CAPITAL |
Non-Voting | ||||||||||
| CMMT | THE VOTE/REGISTRATION DEADLINE AS DISPLAYED ON PROXYEDGE IS SUBJECT TO CHANGE-AND WILL BE UPDATED AS SOON AS BROADRIDGE RECEIVES CONFIRMATION FROM THE SUB-CUSTODIANS REGARDING THEIR INSTRUCTION DEADLINE. FOR ANY QUERIES PLEASE-CONTACT YOUR CLIENT SERVICES REPRESENTATIVE |
Non-Voting | ||||||||||
| CMMT | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN- CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE- NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD |
Non-Voting | ||||||||||
| PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS- USUAL |
||||||||||||
| CMMT | FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE-ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE-APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A-MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING.- COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE |
Non-Voting | ||||||||||
| 1 | PRESENTATION OF THE ADOPTED ANNUAL FINANCIAL STATEMENTS AND THE APPROVED- CONSOLIDATED FINANCIAL STATEMENTS OF RIB SOFTWARE SE FOR THE 2019 FINANCIAL-YEAR, THE COMBINED GROUP MANAGEMENT REPORT AND THE MANAGEMENT REPORT FOR THE-2019 FINANCIAL YEAR, THE REPORT OF THE ADMINISTRATIVE BOARD OF RIB SOFTWARE-SE AND THE EXPLANATORY REPORT OF THE ADMINISTRATIVE BOARD OF RIB SOFTWARE SE-ON THE INFORMATION PURSUANT TO SECTIONS 289A, 315A OF THE GERMAN COMMERCIAL-CODE (HANDELSGESETZBUCH - HGB) FOR THE 2019 FINANCIAL YEAR |
Non-Voting | ||||||||||
| 2 | RESOLUTION ON THE APPROPRIATION OF PROFITS: DISTRIBUTION TO THE SHAREHOLDERS OF A DIVIDEND IN THE AMOUNT OF EUR 0.12 PER SHARE WITH DIVIDEND |
Management | No Action | |||||||||
| 3 | RESOLUTION ON THE FORMAL APPROVAL OF THE ACTIONS OF THE MEMBERS OF THE ADMINISTRATIVE BOARD OF RIB SOFTWARE SE FOR THE 2019 FINANCIAL YEAR |
Management | No Action | |||||||||
| 4 | RESOLUTION ON THE FORMAL APPROVAL OF THE ACTIONS OF THE MANAGING DIRECTORS OF RIB SOFTWARE SE FOR THE 2019 FINANCIAL YEAR |
Management | No Action | |||||||||
| 5 | RESOLUTION ON THE ELECTION OF THE AUDITOR FOR THE ANNUAL FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2020 FINANCIAL YEAR: BW PARTNER BAUER SCHAETZ HASENCLEVER PARTNERSCHAFT MBB WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, STEUERBERATUNGSGESELLSCHAFT, STUTTGART |
Management | No Action | |||||||||
| 6 | RESOLUTION ON THE CANCELLATION OF THE RESOLUTION REGARDING THE STOCK OPTION PROGRAMME 2015, ON A NEW AUTHORISATION TO GRANT SUBSCRIPTION RIGHTS TO MEMBERS OF THE MANAGEMENT OR TO EMPLOYEES OF RIB SOFTWARE SE OR AN AFFILIATED COMPANY |
Management | No Action | |||||||||
| (STOCK OPTION PROGRAMME 2020) AND ON THE AMENDMENT OF THE CONTINGENT CAPITAL, WHICH WAS CREATED TO COVER THE STOCK OPTION PROGRAMME 2015, AS CONTINGENT CAPITAL 2020/I AS WELL AS ON A CORRESPONDING AMENDMENT OF THE ARTICLES OF ASSOCIATION |
||||||||||||
| BUSINESS ET DECISION | ||||||||||||
| Security | F1232V103 | Meeting Type | MIX | |||||||||
| Ticker Symbol | Meeting Date | 29-Jun-2020 | ||||||||||
| ISIN | FR0000078958 | Agenda | 712693616 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| CMMT | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE- GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE. |
Non-Voting | ||||||||||
| CMMT | FOLLOWING CHANGES IN THE FORMAT OF PROXY CARDS FOR FRENCH MEETINGS, ABSTAIN-IS NOW A VALID VOTING OPTION. FOR ANY ADDITIONAL ITEMS RAISED AT THE MEETING-THE VOTING OPTION WILL DEFAULT TO 'AGAINST', OR FOR POSITIONS WHERE THE PROXY-CARD IS NOT COMPLETED BY BROADRIDGE, TO THE PREFERENCE OF YOUR CUSTODIAN. |
Non-Voting | ||||||||||
| CMMT | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-https://www.journal- officiel.gouv.fr/balo/document/202005202001709-61 |
Non-Voting | ||||||||||
| O.1 | APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 |
Management | For | For | ||||||||
| O.2 | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 |
Management | For | For | ||||||||
| O.3 | ALLOCATION OF INCOME FOR THE FINANCIAL STATEMENTS ENDED 31 DECEMBER 2019 |
Management | For | For | ||||||||
| O.4 | AGREEMENTS REFERRED TO IN ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE |
Management | For | For | ||||||||
| O.5 | APPROVAL OF THE INFORMATION MENTIONED
IN SECTION I OF ARTICLE L. 225-37-3 OF THE FRENCH COMMERCIAL CODE, PURSUANT TO SECTION II OF ARTICLE L. 225-100 OF THE FRENCH COMMERCIAL CODE |
Management | For | For | ||||||||
| O.6 | APPROVAL OF THE COMPENSATION ELEMENTS PAID DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 OR ALLOCATED IN RESPECT OF THE SAME FINANCIAL YEAR TO THE EXECUTIVE CORPORATE OFFICERS PURSUANT TO ARTICLE L. 225-100 III OF THE FRENCH COMMERCIAL CODE |
Management | For | For | ||||||||
| O.7 | APPROVAL OF THE COMPENSATION POLICY FOR EXECUTIVE CORPORATE OFFICERS PURSUANT TO ARTICLE L. 225-37-2 OF THE FRENCH COMMERCIAL CODE |
Management | For | For | ||||||||
| O.8 | APPROVAL OF THE COMPENSATION POLICY FOR NON-EXECUTIVE DIRECTORS, PURSUANT TO ARTICLE L. 225-37-2 OF THE FRENCH COMMERCIAL CODE |
Management | For | For | ||||||||
| O.9 | RATIFICATION OF THE CO-OPTATION OF MR. PIERRE-LOUIS BIAGGI AS DIRECTOR, AS REPLACEMENT FOR MRS. BEATRICE FELDER, WHO RESIGNED |
Management | For | For | ||||||||
| O.10 | RATIFICATION OF THE TRANSFER OF THE REGISTERED OFFICE |
Management | For | For | ||||||||
| O.11 | AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO PURCHASE OR TRANSFER SHARES OF THE COMPANY |
Management | For | For | ||||||||
| E.12 | AUTHORIZATION TO THE BOARD OF DIRECTORS
TO REDUCE THE SHARE CAPITAL BY CANCELLING SHARES |
Management | For | For | ||||||||
| E.13 | DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE SHARES OF THE COMPANY AND COMPLEX TRANSFERRABLE SECURITIES, WITH RETENTION OF SHAREHOLDERS' PRE- EMPTIVE SUBSCRIPTION RIGHTS (TO BE USED ONLY OUTSIDE OF A PUBLIC OFFERING PERIOD ON THE EQUITY SECURITIES, EXPECT SPECIFIC AUTHORIZATION OF THE GENERAL MEETING) |
Management | Against | Against | ||||||||
| E.14 | DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE SHARES OF THE COMPANY AND COMPLEX TRANSFERRABLE SECURITIES, WITH CANCELLATION OF SHAREHOLDERS' PRE- EMPTIVE SUBSCRIPTION RIGHTS, IN THE CONTEXT OF A PUBLIC OFFERING (TO BE USED ONLY OUTSIDE OF A PUBLIC OFFERING PERIOD ON THE EQUITY SECURITIES, EXPECT SPECIFIC AUTHORIZATION OF THE GENERAL MEETING) |
Management | Against | Against | ||||||||
| E.15 | DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE SHARES OF THE COMPANY AND COMPLEX TRANSFERRABLE SECURITIES, WITH CANCELLATION OF SHAREHOLDERS' PRE- EMPTIVE SUBSCRIPTION RIGHTS, IN THE CONTEXT OF AN OFFER REFERRED TO IN SECTION 1 OF ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE (TO BE USED ONLY OUTSIDE OF A PUBLIC OFFERING PERIOD ON THE EQUITY SECURITIES, EXPECT SPECIFIC AUTHORIZATION OF THE GENERAL MEETING) |
Management | Against | Against | ||||||||
| E.16 | DELEGATION OF POWERS TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF ISSUING SHARES OF THE COMPANY AND COMPLEX TRANSFERRABLE SECURITIES, WITH CANCELLATION OF THE SHAREHOLDERS' PRE- EMPTIVE SUBSCRIPTION RIGHT, IN REMUNERATION FOR CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND CONSISTING OF EQUITY SECURITIES OR TRANSFERRABLE SECURITIES GRANTING ACCESS TO THE CAPITAL OF OTHER COMPANIES |
Management | Against | Against | ||||||||
| E.17 | OVERALL LIMIT OF THE AMOUNT OF THE COMPANY'S CAPITAL INCREASE THAT MAY BE CARRIED OUT PURSUANT TO THE THIRTEENTH TO THE SIXTEENTH RESOLUTIONS SUBMITTED TO THIS GENERAL MEETING |
Management | For | For | ||||||||
| E.18 | DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE COMPANY'S CAPITAL BY INCORPORATION OF RESERVES, PROFITS OR PREMIUMS |
Management | For | For | ||||||||
| E.19 | DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO PROCEED, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, WITH ONE OR MORE SHARE CAPITAL INCREASES RESERVED FOR THE COMPANY'S EMPLOYEES |
Management | Against | Against | ||||||||
| E.20 | POWERS TO CARRY OUT FORMALITIES | Management | For | For | ||||||||
| LIBERTY GLOBAL PLC | ||||||||||||
| Security | G5480U104 | Meeting Type | Annual | |||||||||
| Ticker Symbol | LBTYA | Meeting Date | 30-Jun-2020 | |||||||||
| ISIN | GB00B8W67662 | Agenda | 935223228 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1. | Elect Miranda Curtis as a director of
Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed. |
Management | For | For | ||||||||
| 2. | Elect John W. Dick as a director of Liberty
Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed. |
Management | For | For | ||||||||
| 3. | Elect JC Sparkman as a director of Liberty
Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed. |
Management | For | For | ||||||||
| 4. | Elect J. David Wargo as a director of
Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed. |
Management | For | For | ||||||||
| 5. | Approve, on an advisory basis, the annual
report on the implementation of the directors' compensation policy for the year ended December 31, 2019, contained in Appendix A of the proxy statement (in accordance with requirements applicable to U.K. companies). |
Management | For | For | ||||||||
| 6. | Approve the director's compensation policy
contained in Appendix A of Liberty Global's proxy statement for the 2020 annual general meeting of shareholders (the AGM) (in accordance with requirements applicable to United Kingdom (U.K.) companies) to be effective as of the date of the 2020 AGM. |
Management | For | For | ||||||||
| 7. | Approve, on an advisory basis, the compensation
of the named executive officers, as disclosed in Liberty Global's proxy statement for the 2020 AGM pursuant to the compensation disclosure rules of the Securities and Exchange Commission, under the heading "Executive Officers and Directors Compensation". |
Management | For | For | ||||||||
| 8. | Choose, on an advisory basis, the frequency
at which future advisory votes on the compensation of the named executive officers, as disclosed pursuant to the Securities and Exchange Commission's compensation disclosure rules, will be held. |
Management | 3 Years | For | ||||||||
| 9. | Ratify the appointment of KPMG LLP (U.S.)
as Liberty Global's independent auditor for the year ending December 31, 2020. |
Management | For | For | ||||||||
| 10. | Appoint KPMG LLP (U.K.) as Liberty Global's
U.K. statutory auditor under the U.K. Companies Act 2006 (the Companies Act) (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global). |
Management | For | For | ||||||||
| 11. | Authorize the audit committee of Liberty
Global's board of directors to determine the U.K. statutory auditor's compensation. |
Management | For | For | ||||||||
| 12. | Authorize Liberty Global's board of directors
in accordance with Section 570 of the Companies Act to allot equity securities (as defined in Section 560 of the Companies Act) for cash pursuant to the authority conferred under Section 551 of the Companies Act by resolution 10 passed at the Annual General Meeting of Liberty Global held on June 11, 2019, without the rights of preemption provided by Section 561 of the Companies Act. |
Management | For | For | ||||||||
| 13. | Authorize Liberty Global and its subsidiaries
to make political donations to political parties, independent election candidates and/or political organizations other than political parties and/or incur political expenditures of up to $1,000,000 under the Companies Act. |
Management | For | For | ||||||||
| 14. | Approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global's directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2020 AGM. |
Management | For | For | ||||||||
| QIAGEN N.V. | ||||||||||||
| Security | N72482123 | Meeting Type | Annual | |||||||||
| Ticker Symbol | QGEN | Meeting Date | 30-Jun-2020 | |||||||||
| ISIN | NL0012169213 | Agenda | 935236085 - Management | |||||||||
| Item | Proposal | Proposed by |
Vote | For/Against Management |
||||||||
| 1 | Proposal to adopt the Annual Accounts
for the year ended December 31, 2019 ("Calendar Year 2019"). |
Management | For | For | ||||||||
| 2 | Proposal to cast a favorable non-binding
advisory vote in respect of the Remuneration Report 2019. |
Management | For | For | ||||||||
| 3 | Proposal to discharge from liability the
Managing Directors for the performance of their duties during Calendar Year 2019. |
Management | For | For | ||||||||
| 4 | Proposal to discharge from liability the
Supervisory Directors for the performance of their duties during Calendar Year 2019. |
Management | For | For | ||||||||
| 5A | Re-appointment of the Supervisory Director:
Mr. Stéphane Bancel |
Management | For | For | ||||||||
| 5B | Re-appointment of the Supervisory Director:
Dr. Håkan Björklund |
Management | For | For | ||||||||
| 5C | Re-appointment of the Supervisory Director:
Dr. Metin Colpan |
Management | For | For | ||||||||
| 5D | Re-appointment of the Supervisory Director:
Prof. Dr. Ross L. Levine |
Management | For | For | ||||||||
| 5E | Re-appointment of the Supervisory Director:
Prof. Dr. Elaine Mardis |
Management | For | For | ||||||||
| 5F | Re-appointment of the Supervisory Director:
Mr. Lawrence A. Rosen |
Management | For | For | ||||||||
| 5G | Re-appointment of the Supervisory Director:
Ms. Elizabeth E. Tallett |
Management | For | For | ||||||||
| 6A | Reappointment of the Managing Director:
Mr. Roland Sackers |
Management | For | For | ||||||||
| 6B | Reappointment of the Managing Director:
Mr. Thierry Bernard |
Management | For | For | ||||||||
| 7 | Proposal to adopt the Remuneration Policy
with respect to the Managing Board. |
Management | For | For | ||||||||
| 8A | Remuneration of the Supervisory Board:
Proposal to adopt the Remuneration Policy with respect to the Supervisory Board. |
Management | For | For | ||||||||
| 8B | Remuneration of the Supervisory Board:
Proposal to determine the remuneration of members of the Supervisory Board. |
Management | For | For | ||||||||
| 9 | Proposal to reappoint KPMG Accountants
N.V. as auditors of the Company for the calendar year ending December 31, 2020. |
Management | For | For | ||||||||
| 10A | Proposal to authorize the Supervisory
Board, until December 30, 2021 to: Issue a number of ordinary shares and financing preference shares and grant rights to subscribe for such shares of up to 50% of the aggregate par value of all shares issued and outstanding. |
Management | For | For | ||||||||
| 10B | Proposal to authorize the Supervisory
Board, until December 30, 2021 to: Restrict or exclude the pre- emptive rights with respect to issuing ordinary shares or granting subscription rights of up to 10% of the aggregate par value of all shares issued and outstanding. |
Management | For | For | ||||||||
| 10C | Proposal to authorize the Supervisory
Board, until December 30, 2021 to: Solely for the purpose of strategic transactions such as mergers, acquisitions or strategic alliances, to restrict or exclude the pre-emptive rights with respect to issuing additional ordinary shares or granting subscription rights of up to 10% of the aggregate par value of all shares issued and outstanding. |
Management | For | For | ||||||||
| 11 | Proposal to authorize the Managing Board,
until December 30, 2021, to acquire shares in the Company's own share capital. |
Management | For | For | ||||||||
| 12 | Proposal to resolve upon the conditional
amendment of the Company's Articles of Association (Part I). |
Management | For | For | ||||||||
| 13 | Proposal to resolve upon the conditional
Back-End Resolution. |
Management | Against | Against | ||||||||
| 14A | Conditional (re)appointment of the Supervisory
Director with effect as from the Settlement: Dr. Håkan Björklund |
Management | For | For | ||||||||
| 14B | Conditional (re)appointment of the Supervisory
Director with effect as from the Settlement: Mr. Michael A. Boxer |
Management | For | For | ||||||||
| 14C | Conditional (re)appointment of the Supervisory
Director with effect as from the Settlement: Mr. Paul G. Parker |
Management | For | For | ||||||||
| 14D | Conditional (re)appointment of the Supervisory
Director with effect as from the Settlement: Mr. Gianluca Pettiti |
Management | For | For | ||||||||
| 14E | Conditional (re)appointment of the Supervisory
Director with effect as from the Settlement: Mr. Anthony H. Smith |
Management | For | For | ||||||||
| 14F | Conditional (re)appointment of the Supervisory
Director with effect as from the Settlement: Ms. Barbara W. Wall |
Management | For | For | ||||||||
| 14G | Conditional (re)appointment of the Supervisory
Director with effect as from the Settlement: Mr. Stefan Wolf |
Management | For | For | ||||||||
| 15 | Proposal to resolve upon the conditional
acceptance of the resignation of, and discharge from liability of the resigning Supervisory Directors up to the date of the Annual General Meeting. |
Management | For | For | ||||||||
| 16 | Proposal to resolve upon the conditional
amendment of the Company's Articles of Association (Part III). |
Management | For | For | ||||||||
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Registrant | The GDL Fund |
| By (Signature and Title)* | /s/ Bruce N. Alpert |
| Bruce N. Alpert, Principal Executive Officer |
| Date | August 21, 2020 |
*Print the name and title of each signing officer under his or her signature.