N-PX 1 northcap_npx.htm ANNUAL REPORT OF PROXY VOTING



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

 
 
FORM N-PX
 
 
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
 

811-23404
Investment Company Act file number


North Capital Funds Trust
(Exact name of registrant as specified by charter)



623 E Fort Union Blvd
Suite 101
Salt Lake City, UT 84047
(Address of principal executive offices) (Zip code)


North Capital Funds Trust
623 E Fort Union Blvd
Suite 101
Salt Lake City, UT 84047
(Name and address of agent for service)

1-888-625-7768
Registrant's telephone number, including area code


Date of fiscal year end: 04/30


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


Item 1. Proxy Voting Record.

 North Capital Treaury Money Market Fund
 
 
 
Period: 7/17/2019 to 6/30/2020
 
 
 
       
There is no proxy voting activity for the fund as the fund did not hold any votable positions during the reporting period.
 
       
       
 North Capital Emerging Technology Fund
 
 
 
Period: 8/9/2019 to 4/17/2020
 
 
 
       
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
Apple Inc.
2/26/2020
037833100
AAPL
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Election of Director James Bell
Issuer
For
For
Election of Director Tim Cook
Issuer
For
For
Election of Director Al Gore
Issuer
For
For
Election of Director Andrea Jung
Issuer
For
For
Election of Director Art Levinson
Issuer
For
For
Election of Director Ron Sugar
Issuer
For
For
Election of Director Sue Wagner
Issuer
For
For
Ratification of the appointment of Ernst & Young LLP as Apple's independent registered public accounting firm for 2020
Issuer
For
For
Advisory vote to approve executive compensation
Issuer
Against
Against
A shareholder proposal entitled "Shareholder Proxy Access Amendments"
Security Holder
Against
Against
A shareholder proposal relating to sustainability and executive compensation
Security Holder
Against
Against
A shareholder proposal relating to policies on freedom of expression
Security Holder
       
       
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
Adobe Inc.
4/9/2020
00724F101
ADBE
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Election of Director Amy Banse
Issuer
For
For
Election of Director Frank Calderoni
Issuer
For
For
Election of Director James Daley
Issuer
For
For
Election of Director Laura Desmond
Issuer
For
For
Election of Director Charles Geschke
Issuer
For
For
Election of Director Shantanu Narayen
Issuer
For
For
Election of Director Kathleen Oberg
Issuer
For
For
Election of Director Dheeraj Pandey
Issuer
For
For
Election of Director David Ricks
Issuer
For
For
Election of Director Daniel Rosensweig
Issuer
For
For
Election of Director John Warnock
Issuer
For
For
Approve the 2020 Employee Stock Purchase Plan, which amends and restates the 1997 Employee Stock Purchase Plan
Issuer
For
For
Ratify the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending November 27, 2020
Issuer
For
For
Approve, on an advisory basis, the compensation of the named executive officers.
Issuer
Against
Against
Consider stockholder proposal regarding gender/racial pay equity
Security Holder
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
Applied Materials, Inc
3/12/2020
038222105
AMAT
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Election of Director Judy Bruner
Issuer
For
For
Election of Director Xun (Eric) Chen
Issuer
For
For
Election of Director Aart J. de Geus
Issuer
For
For
Election of Director Gary E. Dickerson
Issuer
For
For
Election of Director Stephen R. Forrest
Issuer
For
For
Election of Director Thomas J Iannotti
Issuer
For
For
Election of Director Alexander A Karsner
Issuer
For
For
Election of Director Adrianna C. Ma
Issuer
For
For
Election of Director Yvonne McGill
Issuer
For
For
Election of Director Scott A McGregor
Issuer
For
For
Approval, on an advisory basis, of the compensation of Applied Materials' named executive officers for fiscal year 2019
Issuer
For
For
Ratification of the appointment of KPMG LLP as Applied Materials' independent registered public accounting firm for fiscal year 2020
Issuer
For
For
Approval of an amendment and restatement of Applied Materials' Certificate of Incorporation to allow shareholders to act by written consent
Issuer
       
       
       
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
Anthem, Inc.
5/21/2020
036752103
ANTM
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Election of Director Gail K. Boudreaux
Issuer
For
For
Election of Director R. Kerry Clark
Issuer
For
For
Election of Director Robert L Dixon, Jr.
Issuer
For
For
Advisory vote to approve the compensation of named executive officers
Issuer
For
For
To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2020
Issuer
Against
Against
Shareholder proposal to allow shareholders owning 10% or more of common stock to call a special meeting of shareholders
Security Holder
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
Aptive PLC
4/23/2020
G6095L109
APTV
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Election of Director Kevin P Clark
Issuer
For
For
Election of Director Nancy E. Cooper
Issuer
For
For
Election of Director Nicholas M Donofrio
Issuer
For
For
Election of Director Rajiv L Gupta
Issuer
For
For
Election of Director Joseph L Hooley
Issuer
For
For
Election of Director Sean O Mahoney
Issuer
For
For
Election of Director Paul M Meister
Issuer
For
For
Election of Director Robert K Ortberg
Issuer
For
For
Election of Director Colin J Parris
Issuer
For
For
Election of Director Ana G Pinczuk
Issuer
For
For
Election of Director Lawrence A Zimmerman
Issuer
For
For
Proposal to re-appoint auditors, ratify independent public accounting firm and authorize the directors to determine the fees paid to the auditors
Issuer
For
For
Say-on-Pay to approve, by advisory vote, executive compensation
Issuer
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
Biotelemetry, Inc.
5/8/2020
090672106
BEAT
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Election of Class I Director until 2023 Annual Meeting Joseph H Capper
Issuer
For
For
Election of Class I Director until 2023 Annual Meeting Joseph A Frick
Issuer
For
For
Election of Class I Director until 2023 Annual Meeting Colin Hill
Issuer
For
For
Advisory resolution to approve of the compensation of the named executive officers
Issuer
For
For
Approval of the Biotelemetry, Inc. Amended and Restated 2017 Employee Stock Purchase Plan
Issuer
For
For
Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020
Issuer
       
       
       
       
       
       
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
International Business Machines (IBM) Corp.
4/28/2020
459200101
IBM
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Election of Director Thomas Buberl
Issuer
For
For
Election of Director Michael L Eskew
Issuer
For
For
Election of Director David N Farr
Issuer
For
For
Election of Director Alex Gorsky
Issuer
For
For
Election of Director Michelle J Howard
Issuer
For
For
Election of Director Arvind Krishna
Issuer
For
For
Election of Director Andrew N Liveris
Issuer
For
For
Election of Director F. William McNabb III
Issuer
For
For
Election of Director Martha E Pollack
Issuer
For
For
Election of Director Virginia M Rometty
Issuer
For
For
Election of Director Joseph R. Swedish
Issuer
For
For
Election of Director Sidney Taurel
Issuer
For
For
Election of Director Peter R. Voser
Issuer
For
For
Election of Director Frederick H. Waddell
Issuer
For
For
Ratification of Appointment of Independent Registered Public Accounting Firm
Issuer
For
For
Advisory Vote on Executive Compensation
Issuer
Against
Against
Stockholder proposal on Shareholder Right to Remove Directors
Security Holder
Against
Against
Stockholder proposal on the Right to Act by Written Consent
Security Holder
Against
Against
Stockholder Proposal to Have an Independent Board Chairman
Security Holder
       
       
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
Intel Corporation
5/14/2020
458140100
INTC
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Election of Director James J Goetz
Issuer
For
For
Election of Director Alyssa Henry
Issuer
For
For
Election of Director Omar Ishrak
Issuer
For
For
Election of Director Risa Lavizzo-Mourey
Issuer
For
For
Election of Director Tsu-Jae King Liu
Issuer
For
For
Election of Director Gregory D. Smith
Issuer
For
For
Election of Director Robert ("Bob") H. Swan
Issuer
For
For
Election of Director Andrew Wilson
Issuer
For
For
Election of Director Frank D Yeary
Issuer
For
For
Ratification of selection of Ernst & Young LLP as independent registered public accounting firm for 2020
issuer
For
For
Advisory vote to approve executive compensation of our listed officers
Issuer
For
For
Approval of amendment and restatement of the 2006 Employee Stock Purchase Plan
Issuer
Against
Against
Stockholder proposal on whether to allow stockholders to act by written consent, if properly presented at the meeting
Security Holder
Against
Against
Stockholder proposal requesting a report on the global median gender/racial pay gap, if properly presented at the meeting
Security Holder
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
Intuitive Surgical, Inc.
4/23/2020
46120E602
ISRG
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Election of Director Craig H Barratt, Ph.D.
Issuer
For
For
Election of Director Joseph C Beery
Issuer
For
For
Election of Director Gary S. Guthart, Ph.D.
Issuer
For
For
Election of Director Amal M Johnson
Issuer
For
For
Election of Director Don R. Kania, Ph.D.
Issuer
For
For
Election of Director Amy L. Ladd, M.D.
Issuer
For
For
Election of Director Keith R. Leonard, Jr.
Issuer
For
For
Election of Director Alan J. Levy, Ph.D.
Issuer
For
For
Election of Director Jami Dover Nachtsheim
Issuer
For
For
Election of Director Mark J. Rubash
Issuer
For
For
To approve, by advisory vote, the compensation of the Company's Named Executive Officers
Issuer
For
For
The ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020
Issuer
For
For
To approve the Company's Amended and Restated 2010 Incentive Award Plan
Issuer
For
For
To approve the amendment of the Certificate of Incorporation to adopt simple majority voting provisions
Issuer
For
For
To approve the amendment of the Certificate of Incorporation to permit stockholders to call a special meeting
Issuer
       
       
       
       
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
JP Morgan Chase & Co.
5/19/2020
46625H100
JPM
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Election of Director Linda B Bammann
Issuer
For
For
Election of Director Stephen B Burke
Issuer
For
For
Election of Director Todd A Combs
Issuer
For
For
Election of Director James S Crown
Issuer
For
For
Election of Director James Dimon
Issuer
For
For
Election of Director Timothy P. Flynn
Issuer
For
For
Election of Director Mellody Hobson
Issuer
For
For
Election of Director Michael A. Neal
Issuer
For
For
Election of Director Lee R. Raymond
Issuer
For
For
Election of Director Virginia M. Rometty
Issuer
For
For
Advisory resolution to approve executive compensation
Issuer
For
For
Ratification of independent registered public accounting firm
Issuer
Against
Against
Independent board chairman
Security Holder
Against
Against
Oil and gas company and project financing related to the Arctic and the Canadian oil sands
Security Holder
Against
Against
Climate change risk reporting
Security Holder
Against
Against
Amend shareholder written consent provisions
Security Holder
Against
Against
Charitable contributions disclosure
Security Holder
Against
Against
Gender/Racial pay equity
Security Holder
       
       
       
       
       
       
       
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
KLA Corporation
11/5/2019
482480100
KLAC
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
Abstain
For
Election of Director Edward Barnholt
Issuer
Abstain
For
Election of Director Robert Calderoni
Issuer
Abstain
For
Election of Director Jeneanne Hanley
Issuer
Abstain
For
Election of Director Emiko Higashi
Issuer
Abstain
For
Election of Director Kevin Kennedy
Issuer
Abstain
For
Election of Director Gary Moore
Issuer
Abstain
For
Election of Director Kiran Patel
Issuer
Abstain
For
Election of Director Victor Peng
Issuer
Abstain
For
Election of Director Robert Rango
Issuer
Abstain
For
Election of Director Richard Wallace
Issuer
Abstain
For
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2020
Issuer
Abstain
For
Approval on a non-binding, advisory basis of the named executive officer compensation
Issuer
       
       
       
       
       
       
       
       
       
       
       
       
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
Lam Research Corporation
11/5/2019
512807108
LRCX
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Director Sohail U Ahmed
Issuer
For
For
Director Timothy M Archer
Issuer
For
For
Director Eric K Brandt
Issuer
For
For
Director Michael R Cannon
Issuer
For
For
Director Youssef A El-Mansy
Issuer
For
For
Director Catherine P Lego
Issuer
For
For
Director Bethany J Mayer
Issuer
For
For
Director Abhijit Y Talwalkar
Issuer
For
For
Director Lih Shyng (Rick L) Tsai
Issuer
For
For
Director Leslie F Varon
Issuer
For
For
Advisory vote to approve the compensation of the named executive officers of Lam Research, or "Say on Pay."
Issuer
For
For
Ratification of the appointment of the independent registered public accounting firm for fiscal year 2020
Issuer
       
       
       
       
       
       
       
       
       
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
MKS Instruments, Inc.
5/11/2020
55306N104
MKSI
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Director Joseph B Donahue
Issuer
For
For
Director Janice K Henry
Issuer
For
For
The approval, on an advisory basis, of executive compensation
Issuer
For
For
The ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2020
Issuer
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
Microsoft Corporation
12/4/2019
594918104
MSFT
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Election of Director William H Gates III
Issuer
For
For
Election of Director Reid G Hoffman
Issuer
For
For
Election of Director Hugh F Johnston
Issuer
For
For
Election of Director Teri L List-Stoll
Issuer
For
For
Election of Director Satya Nadella
Issuer
For
For
Election of Director Sandra E Peterson
Issuer
For
For
Election of Director Penny S Pritzker
Issuer
For
For
Election of Director Charles W Scharf
Issuer
For
For
Election of Director Arne M Sorenson
Issuer
For
For
Election of Director John W Stanton
Issuer
For
For
Election of Director John W Thompson
Issuer
For
For
Election of Director Emma Walmsley
Issuer
For
For
Election of Director Padmasree Warrior
Issuer
For
For
Advisor vote to approve named executive officer compensation
Issuer
For
For
Ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2020
Issuer
Against
Against
Shareholder proposal report on Employee Representation on Board of Directors
Security Holder
Against
Against
Shareholder proposal report on Gender Pay Gap
Security Holder
       
       
       
       
       
       
       
       
       
       
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
Palo Alto Networks, Inc.
12/9/2019
697435105
PANW
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Election of Class II Director Asheem Chandna
Issuer
For
For
Election of Class II Director James J Goetz
Issuer
For
For
Election of Class II Director Mark D McLaughlin
Issuer
For
For
To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2020
Issuer
For
For
To approve, on an advisory basis, the compensation of the named executive officers
Issuer
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
Paypal Holdings, Inc.
5/21/2020
70450Y103
PYPL
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Election of Director Rodney C. Adkins
Issuer
For
For
Election of Director Jonathan Christodoro
Issuer
For
For
Election of Director John J Donahoe
Issuer
For
For
Election of Director David W Dorman
Issuer
For
For
Election of Director Belinda J Johnson
Issuer
For
For
Election of Director Gail J McGovern
Issuer
For
For
Election of Director Deborah M Messemer
Issuer
For
For
Election of Director David M Moffett
Issuer
For
For
Election of Director Ann M Sarnoff
Issuer
For
For
Election of Director Daniel H Schulman
Issuer
For
For
Election of Director Frank D Yeary
Issuer
For
For
Advisory Vote to approve named executive officer compensation
Issuer
For
For
Ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2020
Issuer
Against
Against
Stockholder proposal stockholder right to act by written consent
Security Holder
Against
Against
Stockholder proposal human and indigenous peoples' rights
Security Holder
       
       
       
       
       
       
       
       
       
       
       
       
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
Rakuten Inc.
3/27/2020
75102W108
RKUNY
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
Abstain
For
Partial Amendment to the Articles of Incorporation
Issuer
Abstain
For
Director Hiroshi Mikitani
Issuer
Abstain
For
Director Masayuki Hosaka
Issuer
Abstain
For
Director Charles B Baxter
Issuer
Abstain
For
Director Ken Kutaragi
Issuer
Abstain
For
Director Sarah J.M. Whitley
Issuer
Abstain
For
Director Takashi Mitachi
Issuer
Abstain
For
Director Jun Murai
Issuer
Abstain
For
Election of Audit & Supervisory Board Member: Katsuyuki Yamaguchi
Issuer
Abstain
For
Election of Audit & Supervisory Board Member: Yoshiaki Nishikawa (New)
Issuer
Abstain
For
Revision of Renumeration for Directors (Delivery of Stock Options)
Issuer
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
Signature Bank
4/22/2020
82669G104
SBNY
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Election of Director Joseph J DePaolo
Issuer
For
For
Election of Director Barney Frank
Issuer
For
For
Election of Director Scott A Shay
Issuer
For
For
To ratify the appointment of KPMG LLP, an independent registered public accounting firm, as the independent auditors for the year ending December 31, 2020
Issuer
For
For
Advisory vote on executive compensation
Issuer
For
For
Approval of the Bank's share repurchase plan
Issuer
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
Company Name
Meeting Date
CUSIP
Ticker
 
 
 
 
Skyworks Solutions, Inc.
5/6/2020
83088M102
SWKS
       
Vote
MRV
Proposal
Proposed by Issuer or Security Holder
For
For
Election of Director David J Aldrich
Issuer
For
For
Election of Director Alan S Batey
Issuer
For
For
Election of Director Kevin L Beebe
Issuer
For
For
Election of Director Timothy R Furey
Issuer
For
For
Election of Director Liam K Griffin
Issuer
For
For
Election of Director Christine King
Issuer
For
For
Election of Director David P McGlade
Issuer
For
For
Election of Director Robert A Schriesheim
Issuer
For
For
Election of Director Kimberly S Stevenson
Issuer
For
For
To ratify the selection by the Company's Audit Committee of KPMG LLP as the independent registered public accounting firm for the Company for fiscal year 2020
Issuer
For
For
To approve, on an advisory basis, the compensation of the Company's named executive officers, as described in the Company's Proxy Statement
Issuer
For
For
To approve an amendment to the Company's 2002 Employee Stock Purchase Plan, as Amended
Issuer
For
For
To approve an amendment to the Company's Restated Certificate of Incorporation to eliminate the supermajority vote provisions relating to stockholder approval of a merger or consolidation, disposition of all or substantially all of the Company's assets, or issuance of a substantial amount of the Company's securities.
Issuer
For
For
To approve an amendment to the Company's Restated Certificate of Incorporation to eliminate the supermajority vote provisions relating to stockholder approval of a business combination with any related person.
Issuer
For
For
To approve an amendment to the Company's Restated Certificate of Incorporation to eliminate the supermajority vote provision relating to stockholder amendment of charter provisions governing directors.
Issuer
For
For
To approve an amendment to the Company's Restated Certificate of Incorporation to eliminate the supermajority vote provision relating to stockholder amendment of charter provision governing action by stockholders.
Issuer
Against
Against
To approve a stockholder proposal regarding a right by stockholders to act by written consent.
Security Holder

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) North Capital Funds Trust


By (Signature and Title)*   /s/ James Dowd                                                   
James Dowd, President of the Trust


Date:       08/18/2020                                                                                                         


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


By (Signature and Title)*  /s/ Michael Weaver                                              
Michael Weaver, Secretary of the Trust


Date:         08/18/2020                                                                                                       
 
  
* Print the name and title of each signing officer under his or her signature.