FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-173
Dodge & Cox Funds
(Exact name of registrant as specified in charter)
555 California Street
40th Floor
San Francisco, CA 94104
(Address of principal executive offices)
Roberta R.W. Kameda
Secretary
555 California Street
40th Floor
San Francisco, CA 94104
(Name and address of agent for service)
Registrant’s telephone number, including area code: (415) 981-1710
Date of Fiscal year-end: 12/31/23
Date of reporting period: 7/1/22 - 6/30/23
Dodge & Cox International Stock Fund
AEGON NV
| Ticker: | AGN | Security ID: | N00927298 | |||
| Meeting Date: | JAN 17, 2023 | Meeting Type: | Extraordinary Shareholders | |||
| Record Date: | DEC 20, 2022 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Open Meeting (Non-Voting) | None | None | Management | ||||
| 2 | Approve Sale of Aegon Nederland | For | For | Management | ||||
| 3 | Other Business (Non-Voting) | None | None | Management | ||||
| 4 | Close Meeting (Non-Voting) | None | None | Management |
AEGON NV
| Ticker: | AGN | Security ID: | N00927298 | |||
| Meeting Date: | MAY 25, 2023 | Meeting Type: | Annual | |||
| Record Date: | APR 27, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Open Meeting (Non-Voting) | None | None | Management | ||||
| 2.1 | Receive Report of Executive Board (Non-Voting) | None | None | Management | ||||
| 2.2 | Approve Remuneration Report | For | For | Management | ||||
| 2.3 | Receive Explanation on Company’s Dividend Policy (Non-Voting) | None | None | Management | ||||
| 2.4 | Adopt Financial Statements and Statutory Reports | For | For | Management | ||||
| 2.5 | Approve Dividends | For | For | Management | ||||
| 3.1 | Approve Discharge of Executive Board | For | For | Management | ||||
| 3.2 | Approve Discharge of Supervisory Board | For | For | Management | ||||
| 4.1 | Ratify Ernst & Young Accountants LLP as Auditors | For | For | Management | ||||
| 5.1 | Re-elect Dona Young to Supervisory Board | For | For | Management | ||||
| 6.1 | Approve Cancellation of Common Shares and Common Shares B | For | For | Management | ||||
| 6.2 | Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital and Exclude Pre-emptive Rights | For | For | Management | ||||
| 6.3 | Grant Board Authority to Issue Shares Up To 25 Percent of Issued Capital in Connection with a Rights Issue | For | For | Management | ||||
| 6.4 | Authorize Repurchase of Up to 30 Percent of Issued Share Capital | For | For | Management | ||||
| 7 | Other Business (Non-Voting) | None | None | Management | ||||
| 8 | Close Meeting (Non-Voting) | None | None | Management |
Page 1
AKZO NOBEL NV
| Ticker: | AKZA | Security ID: | N01803308 | |||
| Meeting Date: | SEP 06, 2022 | Meeting Type: | Extraordinary Shareholders | |||
| Record Date: | AUG 09, 2022 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Open Meeting (Non-Voting) | None | None | Management | ||||
| 2 | Elect G. Poux-Guillaume to Management Board | For | For | Management | ||||
| 3 | Close Meeting (Non-Voting) | None | None | Management |
AKZO NOBEL NV
| Ticker: | AKZA | Security ID: | N01803308 | |||
| Meeting Date: | APR 21, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 24, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Open Meeting (Non-Voting) | None | None | Management | ||||
| 2.a | Receive Report of Management Board (Non-Voting) | None | None | Management | ||||
| 3.a | Adopt Financial Statements | For | For | Management | ||||
| 3.b | Discuss on the Company’s Dividend Policy (Non-Voting) | None | None | Management | ||||
| 3.c | Approve Allocation of Income and Dividends | For | For | Management | ||||
| 3.d | Approve Remuneration Report | For | For | Management | ||||
| 4.a | Approve Discharge of Management Board | For | For | Management | ||||
| 4.b | Approve Discharge of Supervisory Board | For | For | Management | ||||
| 5.a | Elect B.J. Noteboom to Supervisory Board | For | For | Management | ||||
| 5.b | Re-elect J. Poots-Bijl to Supervisory Board | For | For | Management | ||||
| 5.c | Re-elect D.M. Sluimers to Supervisory Board | For | For | Management | ||||
| 6.a | Grant Board Authority to Issue Shares Up to 10 Percent of Issued Capital | For | For | Management | ||||
| 6.b | Authorize Board to Exclude Pre-emptive Rights from Share Issuances | For | For | Management | ||||
| 7 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | Management | ||||
| 8 | Authorize Cancellation of Repurchased Shares | For | For | Management | ||||
| 9 | Close Meeting (Non-Voting) | None | None | Management |
Page 2
ALIBABA GROUP HOLDING, LTD.
| Ticker: | 9988 | Security ID: | 01609W102 | |||
| Meeting Date: | SEP 30, 2022 | Meeting Type: | Annual | |||
| Record Date: | AUG 03, 2022 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1.1 | Elect Director Daniel Yong Zhang | For | For | Management | ||||
| 1.2 | Elect Director Jerry Yang | For | For | Management | ||||
| 1.3 | Elect Director Wan Ling Martello | For | For | Management | ||||
| 1.4 | Elect Director Weijian Shan | For | For | Management | ||||
| 1.5 | Elect Director Irene Yun-Lien Lee | For | For | Management | ||||
| 1.6 | Elect Director Albert Kong Ping Ng | For | For | Management | ||||
| 2 | Ratify PricewaterhouseCoopers as Auditors | For | For | Management |
ANHEUSER-BUSCH INBEV SA/NV
| Ticker: | ABI | Security ID: | B639CJ108 | |||
| Meeting Date: | APR 26, 2023 | Meeting Type: | Annual/Special | |||
| Record Date: | APR 12, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| A.1 | Amend Articles Re: Composition Rules for the Board of Directors | For | For | Management | ||||
| B.2 | Receive Directors’ Reports (Non-Voting) | None | None | Management | ||||
| B.3 | Receive Auditors’ Reports (Non-Voting) | None | None | Management | ||||
| B.4 | Receive Consolidated Financial Statements and Statutory Reports (Non-Voting) | None | None | Management | ||||
| B.5 | Approve Financial Statements, Allocation of Income and Dividends of EUR 0.75 per Share | For | For | Management | ||||
| B.6 | Approve Discharge of Directors | For | For | Management | ||||
| B.7 | Approve Discharge of Auditors | For | For | Management | ||||
| B.8.a | Elect Aradhana Sarin as Independent Director | For | For | Management | ||||
| B.8.b | Elect Dirk Van de Put as Independent Director | For | For | Management | ||||
| B.8.c | Elect Lynne Biggar as Independent Director | For | For | Management | ||||
| B.8.d | Re-elect Sabine Chalmers as Director | For | Against | Management | ||||
| B.8.e | Re-elect Claudio Garcia as Director | For | Against | Management | ||||
| B.8.f | Elect Heloisa Sicupira as Director | For | For | Management | ||||
| B.8.g | Re-elect Martin J. Barrington as Restricted Share Director | For | For | Management | ||||
| B.8.h | Re-elect Alejandro Santo Domingo as Restricted Share Director | For | For | Management | ||||
| B.8.i | Elect Salvatore Mancuso as Restricted Share Director | For | For | Management | ||||
| B.9 | Approve Remuneration Report | For | Against | Management | ||||
| C.10 | Authorize Implementation of Approved Resolutions and Filing of Required Documents/Formalities at Trade Registry | For | For | Management |
Page 3
AVIVA PLC
| Ticker: | AV | Security ID: | G0683Q158 | |||
| Meeting Date: | MAY 04, 2023 | Meeting Type: | Special | |||
| Record Date: | MAY 02, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Reduction of the Share Premium Account | For | For | Management | ||||
| 2 | Approve Reduction of Capital Redemption Reserve | For | For | Management |
AVIVA PLC
| Ticker: | AV | Security ID: | G0683Q158 | |||
| Meeting Date: | MAY 04, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAY 02, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Remuneration Report | For | For | Management | ||||
| 3 | Approve Climate-Related Financial Disclosure | For | For | Management | ||||
| 4 | Approve Final Dividend | For | For | Management | ||||
| 5 | Elect Mike Craston as Director | For | For | Management | ||||
| 6 | Elect Charlotte Jones as Director | For | For | Management | ||||
| 7 | Re-elect Amanda Blanc as Director | For | For | Management | ||||
| 8 | Re-elect Andrea Blance as Director | For | For | Management | ||||
| 9 | Re-elect George Culmer as Director | For | For | Management | ||||
| 10 | Re-elect Patrick Flynn as Director | For | For | Management | ||||
| 11 | Re-elect Shonaid Jemmett-Page as Director | For | For | Management | ||||
| 12 | Re-elect Mohit Joshi as Director | For | For | Management | ||||
| 13 | Re-elect Pippa Lambert as Director | For | For | Management | ||||
| 14 | Re-elect Jim McConville as Director | For | For | Management | ||||
| 15 | Re-elect Michael Mire as Director | For | For | Management | ||||
| 16 | Re-elect Martin Strobel as Director | For | For | Management | ||||
| 17 | Reappoint PricewaterhouseCoopers LLP as Auditors | For | For | Management | ||||
| 18 | Authorise Audit Committee to Fix Remuneration of Auditors | For | For | Management | ||||
| 19 | Authorise UK Political Donations and Expenditure | For | For | Management | ||||
| 20 | Authorise Issue of Equity | For | For | Management | ||||
| 21 | Authorise Issue of Equity without Pre-emptive Rights | For | For | Management | ||||
| 22 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | Management | ||||
| 23 | Authorise Issue of Equity in Relation to Any Issuance of SII Instruments | For | For | Management | ||||
| 24 | Authorise Issue of Equity without Pre-emptive Rights in Relation to Any Issuance of SII Instruments | For | For | Management | ||||
| 25 | Authorise Market Purchase of Ordinary Shares | For | For | Management | ||||
| 26 | Authorise Market Purchase of 8 3/4 % Preference Shares | For | For | Management | ||||
| 27 | Authorise Market Purchase of 8 3/8 % Preference Shares | For | For | Management | ||||
| 28 | Authorise the Company to Call General Meeting with Two Weeks’ Notice | For | For | Management |
Page 4
AXIS BANK, LTD.
| Ticker: | 532215 | Security ID: | Y0487S137 | |||
| Meeting Date: | JUL 29, 2022 | Meeting Type: | Annual | |||
| Record Date: | JUL 22, 2022 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Dividend | For | For | Management | ||||
| 3 | Re-elect T. C. Suseel Kumar as Director | For | For | Management | ||||
| 4 | Re-elect Girish Paranjpe as Director | For | For | Management | ||||
| 5 | Elect Manoj Kohli as Director | For | For | Management | ||||
| 6 | Approve Enhancement of Borrowing Limit | For | For | Management | ||||
| 7 | Authorize Issuance of Debt Securities on Private Placement Basis | For | For | Management | ||||
| 8 | Approve Material Related Party Transactions for Acceptance of Deposits | For | For | Management | ||||
| 9 | Approve Material Related Party Transactions for Subscription of Securities | For | For | Management | ||||
| 10 | Approve Material Related Party Transactions for Sale of Securities | For | For | Management | ||||
| 11 | Approve Material Related Party Transactions for Issue of Securities, Payment of Interest and Redemption Amount thereof | For | For | Management | ||||
| 12 | Approve Material Related Party Transactions for Receipt of Fees/Commission for Distribution of Insurance Products and Other Related Business | For | For | Management | ||||
| 13 | Approve Material Related Party Transactions for Fund Based or Non-Fund Based Credit Facilities | For | For | Management | ||||
| 14 | Approve Material Related Party Transactions for Money Market Instruments / Term Borrowing / Term Lending | For | For | Management | ||||
| 15 | Approve Material Related Party Transactions Pertaining to Forex and Derivative Contracts | For | For | Management |
AXIS BANK, LTD.
| Ticker: | 532215 | Security ID: | Y0487S137 | |||
| Meeting Date: | JAN 16, 2023 | Meeting Type: | Special | |||
| Record Date: | DEC 09, 2022 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Revision in the Remuneration Payable to Amitabh Chaudhry as Managing Director & CEO | For | For | Management | ||||
| 2 | Elect Parameswaranpillai Naga Prasad as Director | For | For | Management | ||||
| 3 | Approve Increase in Number of Directors to a Maximum of 18 Directors | For | For | Management | ||||
| 4 | Approve Axis Bank Employees Stock Unit Scheme, 2022 | For | For | Management | ||||
| 5 | Approve Grant of Units to the Employees of the Subsidiary and Associate Companies of the Bank Under Axis Bank Employees Stock Unit Scheme, 2022 | For | For | Management | ||||
| 6 | Approve Modification to the Existing Axis Bank Employees Stock Option Scheme, 2000-01 | For | For | Management | ||||
| 7 | Approve Grant of Options to the Employees of the Associate Companies of the Bank Under Axis Bank Employees Stock Option Scheme, 2000-01 | For | For | Management |
Page 5
AXIS BANK, LTD.
| Ticker: | 532215 | Security ID: | Y0487S137 | |||
| Meeting Date: | APR 28, 2023 | Meeting Type: | Special | |||
| Record Date: | MAR 24, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Elect Chamarty Seshabhadrasrinivasa Mallikarjunarao as Director | For | For | Management | ||||
| 2 | Amend Articles of Association Re: Cancellation of Nomination Rights of the Administrator | For | For | Management |
BAIDU, INC.
| Ticker: | 9888 | Security ID: | 056752108 | |||
| Meeting Date: | JUN 27, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAY 23, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Amend Memorandum of Association and Articles of Association | For | For | Management |
Page 6
BANCO SANTANDER SA
| Ticker: | SAN | Security ID: | E19790109 | |||
| Meeting Date: | MAR 30, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 24, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1.A | Approve Consolidated and Standalone Financial Statements | For | For | Management | ||||
| 1.B | Approve Non-Financial Information Statement | For | For | Management | ||||
| 1.C | Approve Discharge of Board | For | For | Management | ||||
| 2 | Approve Allocation of Income and Dividends | For | For | Management | ||||
| 3.A | Fix Number of Directors at 15 | For | For | Management | ||||
| 3.B | Ratify Appointment of and Elect Hector Blas Grisi Checa as Director | For | For | Management | ||||
| 3.C | Ratify Appointment of and Elect Glenn Hogan Hutchins as Director | For | For | Management | ||||
| 3.D | Re-elect Pamela Ann Walkden as Director | For | For | Management | ||||
| 3.E | Re-elect Ana Patricia Botin-Sanz de Sautuola y O’Shea as Director | For | For | Management | ||||
| 3.F | Re-elect Sol Daurella Comadran as Director | For | For | Management | ||||
| 3.G | Re-elect Gina Lorenza Diez Barroso Azcarraga as Director | For | For | Management | ||||
| 3.H | Re-elect Homaira Akbari as Director | For | For | Management | ||||
| 4 | Ratify Appointment of PricewaterhouseCoopers as Auditor | For | For | Management | ||||
| 5.A | Approve Reduction in Share Capital via Amortization of Treasury Shares | For | For | Management | ||||
| 5.B | Approve Reduction in Share Capital via Amortization of Treasury Shares | For | For | Management | ||||
| 5.C | Authorize Share Repurchase Program | For | For | Management | ||||
| 5.D | Authorize Issuance of Convertible Bonds, Debentures, Warrants, and Other Debt Securities up to EUR 10 Billion with Exclusion of Pre-emptive Rights up to 10 Percent of Capital | For | For | Management | ||||
| 6.A | Approve Remuneration Policy | For | For | Management | ||||
| 6.B | Approve Remuneration of Directors | For | For | Management | ||||
| 6.C | Fix Maximum Variable Compensation Ratio | For | For | Management | ||||
| 6.D | Approve Deferred Multiyear Objectives Variable Remuneration Plan | For | For | Management | ||||
| 6.E | Approve Buy-out Policy | For | For | Management | ||||
| 6.F | Advisory Vote on Remuneration Report | For | For | Management | ||||
| 7 | Authorize Board to Ratify and Execute Approved Resolutions | For | For | Management |
BARCLAYS PLC
| Ticker: | BARC | Security ID: | G08036124 | |||
| Meeting Date: | MAY 03, 2023 | Meeting Type: | Annual | |||
| Record Date: | APR 28, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Remuneration Report | For | For | Management | ||||
| 3 | Approve Remuneration Policy | For | For | Management | ||||
| 4 | Elect Marc Moses as Director | For | For | Management | ||||
| 5 | Re-elect Robert Berry as Director | For | For | Management | ||||
| 6 | Re-elect Tim Breedon as Director | For | For | Management | ||||
| 7 | Re-elect Anna Cross as Director | For | For | Management | ||||
| 8 | Re-elect Mohamed A. El-Erian as Director | For | For | Management | ||||
| 9 | Re-elect Dawn Fitzpatrick as Director | For | For | Management | ||||
| 10 | Re-elect Mary Francis as Director | For | For | Management | ||||
| 11 | Re-elect Crawford Gillies as Director | For | For | Management | ||||
| 12 | Re-elect Brian Gilvary as Director | For | For | Management | ||||
| 13 | Re-elect Nigel Higgins as Director | For | For | Management | ||||
| 14 | Re-elect Diane Schueneman as Director | For | For | Management | ||||
| 15 | Re-elect Coimbatore Venkatakrishnan as Director | For | For | Management | ||||
| 16 | Re-elect Julia Wilson as Director | For | For | Management | ||||
| 17 | Reappoint KPMG LLP as Auditors | For | For | Management | ||||
| 18 | Authorise the Board Audit Committee to Fix Remuneration of Auditors | For | For | Management | ||||
| 19 | Authorise UK Political Donations and Expenditure | For | For | Management | ||||
| 20 | Authorise Issue of Equity | For | For | Management | ||||
| 21 | Authorise Issue of Equity without Pre-emptive Rights | For | For | Management | ||||
| 22 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | Management | ||||
| 23 | Authorise Issue of Equity in Relation to the Issuance of Contingent Equity Conversion Notes | For | For | Management | ||||
| 24 | Authorise Issue of Equity without Pre-emptive Rights in Relation to the Issuance of Contingent Equity Conversion Notes | For | For | Management | ||||
| 25 | Authorise Market Purchase of Ordinary Shares | For | For | Management | ||||
| 26 | Authorise the Company to Call General Meeting with Two Weeks’ Notice | For | For | Management |
Page 7
BAYER AG
| Ticker: | BAYN | Security ID: | D0712D163 | |||
| Meeting Date: | APR 28, 2023 | Meeting Type: | Annual | |||
| Record Date: | APR 21, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Receive Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of EUR 2.40 per Share for Fiscal Year 2022 | For | For | Management | ||||
| 2 | Approve Discharge of Management Board for Fiscal Year 2022 | For | For | Management | ||||
| 3 | Approve Discharge of Supervisory Board for Fiscal Year 2022 | For | For | Management | ||||
| 4.1 | Elect Norbert Winkeljohann to the Supervisory Board | For | For | Management | ||||
| 4.2 | Elect Kimberly Mathisen to the Supervisory Board | For | For | Management | ||||
| 5 | Approve Remuneration Report | For | For | Management | ||||
| 6 | Approve Virtual-Only Shareholder Meetings Until 2025 | For | Against | Management | ||||
| 7 | Amend Articles Re: Participation of Supervisory Board Members in the Annual General Meeting by Means of Audio and Video Transmission | For | Against | Management | ||||
| 8 | Ratify Deloitte GmbH as Auditors for Fiscal Year 2023 and for the Review of Interim Financial Reports for the First Half of Fiscal Year 2023 | For | For | Management | ||||
| 9 | Voting Instructions for Motions or Nominations by Shareholders that are not Made Accessible Before the AGM and that are Made or Amended in the Course of the AGM | None | Against | Management |
BEIERSDORF AG
| Ticker: | BEI | Security ID: | D08792109 | |||
| Meeting Date: | APR 13, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 22, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Receive Financial Statements and Statutory Reports for Fiscal Year 2022 (Non-Voting) | None | None | Management | ||||
| 2 | Approve Allocation of Income and Dividends of EUR 0.70 per Share | For | For | Management | ||||
| 3 | Approve Discharge of Management Board for Fiscal Year 2022 | For | For | Management | ||||
| 4 | Approve Discharge of Supervisory Board for Fiscal Year 2022 | For | For | Management | ||||
| 5 | Ratify Ernst & Young GmbH as Auditors for Fiscal Year 2023 | For | For | Management | ||||
| 6 | Approve Remuneration Report | For | For | Management | ||||
| 7.1 | Elect Uta Kemmerich-Keil to the Supervisory Board | For | For | Management | ||||
| 7.2 | Elect Beatrice Dreyfus as Alternate Supervisory Board Member | For | For | Management | ||||
| 8.1 | Approve Virtual-Only Shareholder Meetings Until 2025 | For | Against | Management | ||||
| 8.2 | Amend Articles Re: Participation of Supervisory Board Members in the Annual General Meeting by Means of Audio and Video Transmission | For | For | Management |
Page 8
BNP PARIBAS SA
| Ticker: | BNP | Security ID: | F1058Q238 | |||
| Meeting Date: | MAY 16, 2023 | Meeting Type: | Annual/Special | |||
| Record Date: | MAY 12, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | Management | ||||
| 3 | Approve Allocation of Income and Dividends of EUR 3.90 per Share | For | For | Management | ||||
| 4 | Approve Auditors’ Special Report on Related-Party Transactions | For | For | Management | ||||
| 5 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | Management | ||||
| 6 | Re-elect Jean Lemierre as Director | For | For | Management | ||||
| 7 | Re-elect Jacques Aschenbroich as Director | For | For | Management | ||||
| 8 | Re-elect Monique Cohen as Director | For | For | Management | ||||
| 9 | Re-elect Daniela Schwarzer as Director | For | For | Management | ||||
| 10 | Approve Remuneration Policy of Directors | For | For | Management | ||||
| 11 | Approve Remuneration Policy of Chairman of the Board | For | For | Management | ||||
| 12 | Approve Remuneration Policy of CEO and Vice-CEOs | For | For | Management | ||||
| 13 | Approve Compensation Report of Corporate Officers | For | For | Management | ||||
| 14 | Approve Compensation of Jean Lemierre, Chairman of the Board | For | For | Management | ||||
| 15 | Approve Compensation of Jean-Laurent Bonnafe, CEO | For | For | Management | ||||
| 16 | Approve Compensation of Yann Gerardin, Vice-CEO | For | For | Management | ||||
| 17 | Approve Compensation of Thierry Laborde, Vice-CEO | For | For | Management | ||||
| 18 | Approve the Overall Envelope of Compensation of Certain Senior Management, Responsible Officers and the Risk-takers | For | For | Management | ||||
| 19 | Approve Issuance of Super-Subordinated Contigent Convertible Bonds without Pre-emptive Rights for Private Placements, up to 10 Percent of Issued Capital | For | For | Management | ||||
| 20 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | For | For | Management | ||||
| 21 | Authorize Decrease in Share Capital via Cancellation of Repurchased Shares | For | For | Management | ||||
| 22 | Amend Article 14 of Bylaws Re: Age Limit of Chairman of the Board | For | For | Management | ||||
| 23 | Authorize Filing of Required Documents/Other Formalities | For | For | Management |
BOOKING HOLDINGS, INC.
| Ticker: | BKNG | Security ID: | 09857L108 | |||
| Meeting Date: | JUN 06, 2023 | Meeting Type: | Annual | |||
| Record Date: | APR 11, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1.1 | Elect Director Glenn D. Fogel | For | For | Management | ||||
| 1.2 | Elect Director Mirian M. Graddick-Weir | For | For | Management | ||||
| 1.3 | Elect Director Wei Hopeman | For | For | Management | ||||
| 1.4 | Elect Director Robert J. Mylod, Jr. | For | For | Management | ||||
| 1.5 | Elect Director Charles H. Noski | For | For | Management | ||||
| 1.6 | Elect Director Larry Quinlan | For | For | Management | ||||
| 1.7 | Elect Director Nicholas J. Read | For | For | Management | ||||
| 1.8 | Elect Director Thomas E. Rothman | For | For | Management | ||||
| 1.9 | Elect Director Sumit Singh | For | For | Management | ||||
| 1.10 | Elect Director Lynn Vojvodich Radakovich | For | For | Management | ||||
| 1.11 | Elect Director Vanessa A. Wittman | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 3 | Ratify Deloitte & Touche LLP as Auditors | For | For | Management | ||||
| 4 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management | ||||
| 5 | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Against | Against | Shareholder |
Page 9
BROTHER INDUSTRIES, LTD.
| Ticker: | 6448 | Security ID: | 114813108 | |||
| Meeting Date: | JUN 22, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 31, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1.1 | Elect Director Koike, Toshikazu | For | For | Management | ||||
| 1.2 | Elect Director Sasaki, Ichiro | For | For | Management | ||||
| 1.3 | Elect Director Ishiguro, Tadashi | For | For | Management | ||||
| 1.4 | Elect Director Ikeda, Kazufumi | For | For | Management | ||||
| 1.5 | Elect Director Kuwabara, Satoru | For | For | Management | ||||
| 1.6 | Elect Director Murakami, Taizo | For | For | Management | ||||
| 1.7 | Elect Director Takeuchi, Keisuke | For | For | Management | ||||
| 1.8 | Elect Director Shirai, Aya | For | For | Management | ||||
| 1.9 | Elect Director Uchida, Kazunari | For | For | Management | ||||
| 1.10 | Elect Director Hidaka, Naoki | For | For | Management | ||||
| 1.11 | Elect Director Miyaki, Masahiko | For | For | Management | ||||
| 2.1 | Appoint Statutory Auditor Yamada, Takeshi | For | For | Management | ||||
| 2.2 | Appoint Statutory Auditor Jono, Kazuya | For | For | Management | ||||
| 2.3 | Appoint Statutory Auditor Matsumoto, Chika | For | For | Management |
CK ASSET HOLDINGS, LTD.
| Ticker: | 1113 | Security ID: | G2177B101 | |||
| Meeting Date: | MAY 18, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAY 12, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Final Dividend | For | For | Management | ||||
| 3.1 | Elect Li Tzar Kuoi, Victor as Director | For | For | Management | ||||
| 3.2 | Elect Chiu Kwok Hung, Justin as Director | For | For | Management | ||||
| 3.3 | Elect Chow Wai Kam, Raymond as Director | For | For | Management | ||||
| 3.4 | Elect Cheong Ying Chew, Henry as Director | For | For | Management | ||||
| 3.5 | Elect Stephen Edward Bradley as Director | For | For | Management | ||||
| 3.6 | Elect Kwok Eva Lee as Director | For | For | Management | ||||
| 3.7 | Elect Sng Sow-mei alias Poon Sow Mei as Director | For | For | Management | ||||
| 3.8 | Elect Lam Siu Hong, Donny as Director | For | For | Management | ||||
| 4 | Approve Deloitte Touche Tohmatsu as Auditor and Authorize Board to Fix Their Remuneration | For | For | Management | ||||
| 5.1 | Approve Issuance of Equity or Equity-Linked Securities without Pre-emptive Rights | For | For | Management | ||||
| 5.2 | Authorize Repurchase of Issued Share Capital | For | For | Management |
Page 10
CREDICORP, LTD.
| Ticker: | BAP | Security ID: | G2519Y108 | |||
| Meeting Date: | MAR 27, 2023 | Meeting Type: | Annual | |||
| Record Date: | FEB 10, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Present Board Chairman Report of the Annual and Sustainability Report (Non-Voting) | None | None | Management | ||||
| 2 | Present Audited Consolidated Financial Statements of Credicorp and its Subsidiaries for FY 2022, Including External Auditors’ Report (Non-Voting) | None | None | Management | ||||
| 3.a1 | Elect Antonio Abruna Puyol as Director | For | For | Management | ||||
| 3.a2 | Elect Nuria Alino Perez as Director | For | For | Management | ||||
| 3.a3 | Elect Maria Teresa Aranzabal Harreguy as Director | For | For | Management | ||||
| 3.a4 | Elect Alexandre Gouvea as Director | For | For | Management | ||||
| 3.a5 | Elect Patricia Lizarraga Guthertz as Director | For | For | Management | ||||
| 3.a6 | Elect Raimundo Morales Dasso as Director | For | For | Management | ||||
| 3.a7 | Elect Leslie Pierce Diez-Canseco as Director | For | For | Management | ||||
| 3.a8 | Elect Luis Romero Belismelis as Director | For | For | Management | ||||
| 3.a9 | Elect Pedro Rubio Feijoo as Director | For | For | Management | ||||
| 3.b1 | Approve Remuneration of Directors | For | For | Management | ||||
| 4 | Approve Tanaka, Valdivia & Asociados, Member Firm of Ernst & Young, as Auditor and Authorize Board to Fix Their Remuneration | For | For | Management |
CREDIT SUISSE GROUP AG
| Ticker: | CSGN | Security ID: | H3698D419 | |||
| Meeting Date: | NOV 23, 2022 | Meeting Type: | Extraordinary Shareholders | |||
| Record Date: |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve CHF 18.5 Million Share Capital Increase without Pre-emptive Rights for Private Placement | For | For | Management | ||||
| 2 | Approve CHF 70.7 Million Ordinary Share Capital Increase with Pre-emptive Rights | For | For | Management | ||||
| 3.1 | Additional Voting Instructions - Shareholder Proposals (Voting) | For | Against | Management | ||||
| 3.2 | Additional Voting Instructions - Board of Directors Proposals (Voting) | For | Against | Management |
Page 11
DAITO TRUST CONSTRUCTION CO., LTD.
| Ticker: | 1878 | Security ID: | J11151107 | |||
| Meeting Date: | JUN 27, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 31, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Allocation of Income, with a Final Dividend of JPY 259 | For | For | Management | ||||
| 2 | Amend Articles to Adopt Board Structure with Audit Committee - Clarify Director Authority on Shareholder Meetings - Amend Provisions on Number of Directors - Clarify Director Authority on Board Meetings - Authorize Board to Determine Income Allocation | For | For | Management | ||||
| 3.1 | Elect Director Takeuchi, Kei | For | For | Management | ||||
| 3.2 | Elect Director Mori, Yoshihiro | For | For | Management | ||||
| 3.3 | Elect Director Tate, Masafumi | For | For | Management | ||||
| 3.4 | Elect Director Okamoto, Tsukasa | For | For | Management | ||||
| 3.5 | Elect Director Amano, Yutaka | For | For | Management | ||||
| 3.6 | Elect Director Tanaka, Yoshimasa | For | For | Management | ||||
| 3.7 | Elect Director Sasaki, Mami | For | For | Management | ||||
| 3.8 | Elect Director Iritani, Atsushi | For | For | Management | ||||
| 4.1 | Elect Director and Audit Committee Member Kawai, Shuji | For | For | Management | ||||
| 4.2 | Elect Director and Audit Committee Member Matsushita, Masa | For | For | Management | ||||
| 4.3 | Elect Director and Audit Committee Member Shoda, Takashi | For | For | Management | ||||
| 4.4 | Elect Director and Audit Committee Member Kobayashi, Kenji | For | For | Management | ||||
| 5 | Approve Compensation Ceiling for Directors Who Are Not Audit Committee Members | For | For | Management | ||||
| 6 | Approve Compensation Ceiling for Directors Who Are Audit Committee Members | For | For | Management | ||||
| 7 | Approve Trust-Type Equity Compensation Plan | For | For | Management |
ENGIE SA
| Ticker: | ENGI | Security ID: | F7629A107 | |||
| Meeting Date: | APR 26, 2023 | Meeting Type: | Annual/Special | |||
| Record Date: | APR 24, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | Management | ||||
| 3 | Approve Allocation of Income and Dividends of EUR 1.40 per Share | For | For | Management | ||||
| 4 | Approve Auditors’ Special Report on Related-Party Transactions | For | For | Management | ||||
| 5 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | Management | ||||
| 6 | Re-elect Marie-Jose Nadeau as Director | For | For | Management | ||||
| 7 | Re-elect Patrice Durand as Director | For | For | Management | ||||
| 8 | Approve Compensation Report of Corporate Officers | For | For | Management | ||||
| 9 | Approve Compensation of Jean-Pierre Clamadieu, Chairman of the Board | For | For | Management | ||||
| 10 | Approve Compensation of Catherine MacGregor, CEO | For | For | Management | ||||
| 11 | Approve Remuneration Policy of Directors | For | For | Management | ||||
| 12 | Approve Remuneration Policy of Chairman of the Board | For | For | Management | ||||
| 13 | Approve Remuneration Policy of CEO | For | For | Management | ||||
| 14 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | For | For | Management | ||||
| 15 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries | For | For | Management | ||||
| 16 | Authorize Decrease in Share Capital via Cancellation of Repurchased Shares | For | For | Management | ||||
| 17 | Authorize Filing of Required Documents/Other Formalities | For | For | Management | ||||
| A | Elect Lucie Muniesa as Director | For | For | Shareholder | ||||
| B | Amend Articles 21 and 24 of Bylaws Re: Climate Strategy | Against | Against | Shareholder |
Page 12
ENTAIN PLC
| Ticker: | ENT | Security ID: | G3167C109 | |||
| Meeting Date: | APR 25, 2023 | Meeting Type: | Annual | |||
| Record Date: | APR 21, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Remuneration Report | For | For | Management | ||||
| 3 | Approve Remuneration Policy | For | For | Management | ||||
| 4 | Ratify KPMG LLP as Auditors | For | For | Management | ||||
| 5 | Authorise Board to Fix Remuneration of Auditors | For | For | Management | ||||
| 6 | Re-elect Barry Gibson as Director | For | For | Management | ||||
| 7 | Re-elect Pierre Bouchut as Director | For | For | Management | ||||
| 8 | Re-elect Stella David as Director | For | For | Management | ||||
| 9 | Re-elect Robert Hoskin as Director | For | For | Management | ||||
| 10 | Re-elect Virginia McDowell as Director | For | For | Management | ||||
| 11 | Re-elect Jette Nygaard-Andersen as Director | For | For | Management | ||||
| 12 | Re-elect David Satz as Director | For | For | Management | ||||
| 13 | Re-elect Rob Wood as Director | For | For | Management | ||||
| 14 | Elect Rahul Welde as Director | For | For | Management | ||||
| 15 | Amend Long Term Incentive Plan | For | For | Management | ||||
| 16 | Authorise Issue of Equity | For | For | Management | ||||
| 17 | Authorise Issue of Equity without Pre-emptive Rights | For | For | Management | ||||
| 18 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | Management | ||||
| 19 | Authorise Market Purchase of Ordinary Shares | For | For | Management | ||||
| 20 | Adopt New Articles of Association | For | For | Management |
EQUINOR ASA
| Ticker: | EQNR | Security ID: | R2R90P103 | |||
| Meeting Date: | MAY 10, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAY 09, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Open Meeting (Non-Voting) | None | None | Management | ||||
| 2 | Registration of Attending Shareholders and Proxies (Non-Voting) | None | None | Management | ||||
| 3 | Elect Chairman of Meeting | For | For | Management | ||||
| 4 | Approve Notice of Meeting and Agenda | For | For | Management | ||||
| 5 | Designate Inspector(s) of Minutes of Meeting | For | For | Management | ||||
| 6 | Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of USD 0.30 Per Share, Approve Extraordinary Dividends of USD 0.60 Per Share | For | For | Management | ||||
| 7 | Authorize Board to Distribute Dividends | For | For | Management | ||||
| 8 | Ban Use of Fiberglass Rotor Blades in All New Wind Farms, Commit to Buy into Existing Hydropower Projects, and Conduct Research on Other Energy Sources Such as Thorium | Against | Against | Shareholder | ||||
| 9 | Identify and Manage Climate-Related Risks and Possibilities, and Integrate Them into Company’s Strategy | Against | Against | Shareholder | ||||
| 10 | Stop All Exploration and Drilling by 2025 and Provide Financial and Technical Assistance For Repair and Development of Ukraine’s Energy Infrastructure | Against | Against | Shareholder | ||||
| 11 | Develop Procedure to Improve Response to Shareholder Proposals | Against | Against | Shareholder | ||||
| 12 | End All Plans for Activities in Barents Sea, Adjust Up Investment in Renewables/Low Carbon Solution to 50 Percent by 2025, Implement CCS for Melkoya, and Invest in Rebuilding of Ukraine | Against | Against | Shareholder | ||||
| 13 | Stop All Exploration and Test Drilling for Oil & Gas, Become a Leading Producer of Renewable Energy, Stop Plans for Electrification of Melkoya, and Present a Plan Enabling Norway to Become Net-Zero By 2050 | Against | Against | Shareholder | ||||
| 14 | Include Global Warming in Company’s Further Strategy, Stop All Exploration For More Oil & Gas, Phase Out All Production and Sale of Oil & Gas, Multiply Investment in Renewable Energy and CCS, and Become Climate-Friendly Company | Against | Against | Shareholder | ||||
| 15 | Approve Company’s Corporate Governance Statement | For | For | Management | ||||
| 16.1 | Approve Remuneration Policy And Other Terms of Employment For Executive Management | For | For | Management | ||||
| 16.2 | Approve Remuneration Statement | For | For | Management | ||||
| 17 | Approve Remuneration of Auditors | For | For | Management | ||||
| 18 | Approve Remuneration of Directors in the Amount of NOK 143,700 for Chairman, NOK 75,800 for Deputy Chairman and NOK 53,250 for Other Directors; Approve Remuneration for Deputy Directors | For | For | Management | ||||
| 19 | Approve Remuneration of Nominating Committee | For | For | Management | ||||
| 20 | Authorize Share Repurchase Program in Connection With Employee Remuneration Programs | For | For | Management | ||||
| 21 | Approve NOK 431 Million Reduction in Share Capital via Share Cancellation | For | For | Management | ||||
| 22 | Authorize Share Repurchase Program and Cancellation of Repurchased Shares | For | For | Management |
Page 13
EUROAPI SA
| Ticker: | EAPI | Security ID: | F33077102 | |||
| Meeting Date: | MAY 11, 2023 | Meeting Type: | Annual/Special | |||
| Record Date: | MAY 09, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | Management | ||||
| 3 | Approve Treatment of Losses | For | For | Management | ||||
| 4 | Ratify Appointment of Mattias Perjos as Director | For | For | Management | ||||
| 5 | Approve Remuneration of Directors in the Aggregate Amount of EUR 1.1 Million | For | For | Management | ||||
| 6 | Approve Compensation Report | For | For | Management | ||||
| 7 | Approve Compensation of Viviane Monges, Chairman of the Board | For | For | Management | ||||
| 8 | Approve Compensation of Karl Rotthier, CEO | For | For | Management | ||||
| 9 | Approve Remuneration Policy of Directors | For | For | Management | ||||
| 10 | Approve Remuneration Policy of Chairman of the Board | For | For | Management | ||||
| 11 | Approve Remuneration Policy of CEO | For | For | Management | ||||
| 12 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | Management | ||||
| 13 | Authorize Decrease in Share Capital via Cancellation of Repurchased Shares | For | For | Management | ||||
| 14 | Authorize Issuance of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of EUR 47 Million | For | For | Management | ||||
| 15 | Authorize Issuance of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of EUR 9.4 Million | For | For | Management | ||||
| 16 | Approve Issuance of Equity or Equity-Linked Securities Reserved for Qualified Investors, up to Aggregate Nominal Amount of EUR 9.4 Million | For | For | Management | ||||
| 17 | Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 14-16 | For | For | Management | ||||
| 18 | Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Pre-emptive Rights | For | For | Management | ||||
| 19 | Approve Issuance of Equity or Equity-Linked Securities Reserved for Specific Beneficiaries, up to Aggregate Nominal Amount of EUR 4.7 Million | For | For | Management | ||||
| 20 | Authorize Capital Increase of Up to EUR 9.4 Million for Future Exchange Offers | For | For | Management | ||||
| 21 | Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind | For | For | Management | ||||
| 22 | Set Total Limit for Capital Increase to Result from All Issuance Requests at EUR 47 Million | For | For | Management | ||||
| 23 | Authorize Capitalization of Reserves of Up to EUR 9.4 Million for Bonus Issue or Increase in Par Value | For | For | Management | ||||
| 24 | Authorize up to 2 Percent of Issued Capital for Use in Stock Option Plans | For | For | Management | ||||
| 25 | Authorize up to 3 Percent of Issued Capital for Use in Restricted Stock Plans | For | For | Management | ||||
| 26 | Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 24-25 at 9,400,000 Shares | For | For | Management | ||||
| 27 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | For | For | Management | ||||
| 28 | Authorize Filing of Required Documents/Other Formalities | For | For | Management | ||||
| 29 | Approve Non-Compete Agreement and Severance Agreement with Karl Rotthier | For | For | Management |
FLUTTER ENTERTAINMENT PLC
| Ticker: | FLTR | Security ID: | G3643J108 | |||
| Meeting Date: | APR 27, 2023 | Meeting Type: | Annual | |||
| Record Date: | APR 23, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Remuneration Report | For | For | Management | ||||
| 3 | Approve Remuneration Policy | For | For | Management | ||||
| 4A | Elect Paul Edgecliffe-Johnson as Director | For | For | Management | ||||
| 4B | Elect Carolan Lennon as Director | For | For | Management | ||||
| 5A | Re-elect Nancy Cruickshank as Director | For | For | Management | ||||
| 5B | Re-elect Nancy Dubuc as Director | For | For | Management | ||||
| 5C | Re-elect Richard Flint as Director | For | For | Management | ||||
| 5D | Re-elect Alfred Hurley Jr as Director | For | For | Management | ||||
| 5E | Re-elect Peter Jackson as Director | For | For | Management | ||||
| 5F | Re-elect Holly Koeppel as Director | For | For | Management | ||||
| 5G | Re-elect David Lazzarato as Director | For | For | Management | ||||
| 5H | Re-elect Gary McGann as Director | For | For | Management | ||||
| 5I | Re-elect Atif Rafiq as Director | For | For | Management | ||||
| 5J | Re-elect Mary Turner as Director | For | For | Management | ||||
| 6 | Authorise Board to Fix Remuneration of Auditors | For | For | Management | ||||
| 7 | Authorise the Company to Call General Meeting with Two Weeks’ Notice | For | For | Management | ||||
| 8 | Authorise Issue of Equity | For | For | Management | ||||
| 9A | Authorise Issue of Equity without Pre-emptive Rights | For | For | Management | ||||
| 9B | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Specified Capital Investment | For | For | Management | ||||
| 10 | Authorise Market Purchase of Ordinary Shares | For | For | Management | ||||
| 11 | Authorise the Company to Determine the Price Range at which Treasury Shares may be Re-issued Off-Market | For | For | Management | ||||
| 12 | Approve Long Term Incentive Plan | For | For | Management | ||||
| 13 | Amend Restricted Share Plan | For | For | Management | ||||
| 14 | Adopt New Articles of Association | For | For | Management |
Page 14
FRESENIUS MEDICAL CARE AG & CO. KGAA
| Ticker: | FME | Security ID: | D2734Z107 | |||
| Meeting Date: | MAY 16, 2023 | Meeting Type: | Annual | |||
| Record Date: | APR 24, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports for Fiscal Year 2022 | For | For | Management | ||||
| 2 | Approve Allocation of Income and Dividends of EUR 1.12 per Share | For | For | Management | ||||
| 3 | Approve Discharge of Personally Liable Partner for Fiscal Year 2022 | For | For | Management | ||||
| 4 | Approve Discharge of Supervisory Board for Fiscal Year 2022 | For | For | Management | ||||
| 5 | Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal Year 2023 and for the Review of Interim Financial Statements for the First Half of Fiscal Year 2023 | For | For | Management | ||||
| 6 | Approve Remuneration Report | For | Against | Management | ||||
| 7 | Approve Virtual-Only Shareholder Meetings Until 2025 | For | Against | Management |
GLENCORE PLC
| Ticker: | GLEN | Security ID: | G39420107 | |||
| Meeting Date: | MAY 26, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAY 24, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Reduction of Capital Contribution Reserves | For | For | Management | ||||
| 3 | Re-elect Kalidas Madhavpeddi as Director | For | For | Management | ||||
| 4 | Re-elect Gary Nagle as Director | For | For | Management | ||||
| 5 | Re-elect Peter Coates as Director | For | For | Management | ||||
| 6 | Re-elect Martin Gilbert as Director | For | For | Management | ||||
| 7 | Re-elect Gill Marcus as Director | For | For | Management | ||||
| 8 | Re-elect Cynthia Carroll as Director | For | For | Management | ||||
| 9 | Re-elect David Wormsley as Director | For | For | Management | ||||
| 10 | Elect Liz Hewitt as Director | For | For | Management | ||||
| 11 | Reappoint Deloitte LLP as Auditors | For | For | Management | ||||
| 12 | Authorise the Audit Committee to Fix Remuneration of Auditors | For | For | Management | ||||
| 13 | Approve 2022 Climate Report | For | For | Management | ||||
| 14 | Approve Remuneration Report | For | For | Management | ||||
| 15 | Authorise Issue of Equity | For | For | Management | ||||
| 16 | Authorise Issue of Equity without Pre-emptive Rights | For | For | Management | ||||
| 17 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | Management | ||||
| 18 | Authorise Market Purchase of Ordinary Shares | For | For | Management | ||||
| 19 | Resolution in Respect of the Next Climate Action Transition Plan | Against | Against | Shareholder |
Page 15
GRUPO TELEVISA SAB
| Ticker: | TLEVISACPO | Security ID: | 40049J206 | |||
| Meeting Date: | APR 26, 2023 | Meeting Type: | Annual/Special | |||
| Record Date: | MAR 27, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Elect and/or Ratify Directors Representing Series L Shareholders | For | For | Management | ||||
| 2 | Authorize Board to Ratify and Execute Approved Resolutions | For | For | Management | ||||
| 1 | Elect and/or Ratify Directors Representing Series D Shareholders | For | For | Management | ||||
| 2 | Authorize Board to Ratify and Execute Approved Resolutions | For | For | Management | ||||
| 1 | Present Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Present Board’s Report on Principal Policies and Accounting Criteria Followed in Preparation of Financial Information | For | For | Management | ||||
| 3 | Present Report on Activities and Operations Undertaken by Board | For | For | Management | ||||
| 4 | Present Report of Audit Committee | For | For | Management | ||||
| 5 | Present Report of Corporate Practices Committee | For | For | Management | ||||
| 6 | Present Report on Compliance with Fiscal Obligations | For | For | Management | ||||
| 7 | Approve Allocation of Income and Dividends | For | For | Management | ||||
| 8 | Set Aggregate Nominal Amount of Share Repurchase Reserve; Receive Report on Policies and Board’s Decisions on Share Repurchase and Sale of Treasury Shares | For | For | Management | ||||
| 9 | Elect and/or Ratify Directors, Secretary and Officers; Discharge them | For | For | Management | ||||
| 9.1 | Elect and/or Ratify Emilio Fernando Azcarraga Jean as Director Representing Series A Shareholders | For | For | Management | ||||
| 9.2 | Elect and/or Ratify Alfonso de Angoitia Noriega as Director Representing Series A Shareholders | For | For | Management | ||||
| 9.3 | Elect and/or Ratify Eduardo Tricio Haro as Director Representing Series A Shareholders | For | For | Management | ||||
| 9.4 | Elect and/or Ratify Michael T. Fries as Director Representing Series A Shareholders | For | For | Management | ||||
| 9.5 | Elect and/or Ratify Fernando Senderos Mestre as Director Representing Series A Shareholders | For | For | Management | ||||
| 9.6 | Elect and/or Ratify Bernardo Gomez Martinez as Director Representing Series A Shareholders | For | For | Management | ||||
| 9.7 | Elect and/or Ratify Jon Feltheimer as Director Representing Series A Shareholders | For | For | Management | ||||
| 9.8 | Elect and/or Ratify Enrique Krauze Kleinbort as Director Representing Series A Shareholders | For | For | Management | ||||
| 9.9 | Elect and/or Ratify Guadalupe Phillips Margain as Director Representing Series A Shareholders | For | For | Management | ||||
| 9.10 | Elect and/or Ratify Carlos Hank Gonzalez as Director Representing Series A Shareholders | For | For | Management | ||||
| 9.11 | Elect and/or Ratify Denise Maerker Salmon as Director Representing Series A Shareholders | For | For | Management | ||||
| 9.12 | Elect and/or Ratify Lorenzo Alejandro Mendoza Gimenez as Director Representing Series B Shareholders | For | For | Management | ||||
| 9.13 | Elect and/or Ratify Salvi Rafael Folch Viadero as Director Representing Series B Shareholders | For | For | Management | ||||
| 9.14 | Elect and/or Ratify Guillermo Garcia Naranjo Alvarez as Director Representing Series B Shareholders | For | For | Management | ||||
| 9.15 | Elect and/or Ratify Francisco Jose Chevez Robelo as Director Representing Series B Shareholders | For | For | Management | ||||
| 9.16 | Elect and/or Ratify Jose Luis Fernandez Fernandez as Director Representing Series B Shareholders | For | For | Management | ||||
| 9.17 | Elect and/or Ratify David M. Zaslav as Director Representing Series D Shareholders | For | For | Management | ||||
| 9.18 | Elect and/or Ratify Enrique Francisco Jose Senior Hernandez as Director Representing Series D Shareholders | For | For | Management | ||||
| 9.19 | Elect and/or Ratify Jose Antonio Chedraui Eguia as Director Representing Series L Shareholders | For | For | Management | ||||
| 9.20 | Elect and/or Ratify Sebastian Mejia as Director Representing Series L Shareholders | For | For | Management | ||||
| 9.21 | Elect and/or Ratify Julio Barba Hurtado as Alternate Director | For | For | Management | ||||
| 9.22 | Elect and/or Ratify Jorge Agustin Lutteroth Echegoyen as Alternate Director | For | For | Management | ||||
| 9.23 | Elect and/or Ratify Joaquin Balcarcel Santa Cruz as Alternate Director | For | For | Management | ||||
| 9.24 | Elect and/or Ratify Luis Alejandro Bustos Olivares as Alternate Director | For | For | Management | ||||
| 9.25 | Elect and/or Ratify Felix Jose Araujo Ramirez as Alternate Director | For | For | Management | ||||
| 9.26 | Elect and/or Ratify Raul Morales Medrano as Alternate Director | For | For | Management | ||||
| 9.27 | Elect and/or Ratify Herbert Allen, III (Alternate of Enrique Francisco Jose Senior Hernandez) as Alternate Director | For | For | Management | ||||
| 9.28 | Elect and/or Ratify Emilio F. Azcarraga Jean as Board Chairman | For | For | Management | ||||
| 9.29 | Elect and/or Ratify Ricardo Maldonado Yanez as Secretary | For | For | Management | ||||
| 10.1 | Elect and/or Ratify Emilio F. Azcarraga Jean as Chairman of Executive Committee | For | For | Management | ||||
| 10.2 | Elect and/or Ratify Alfonso de Angoitia Noriega of Executive Committee | For | For | Management | ||||
| 10.3 | Elect and/or Ratify Bernando Gomez Martinez of Executive Committee | For | For | Management | ||||
| 10.4 | Elect and/or Ratify Ricardo Maldonado Yanez as Secretary (Non-Member) of Executive Committee | For | For | Management | ||||
| 11.1 | Elect and/or Ratify Guillermo Garcia Naranjo Alvarez as Chairman of Audit Committee | For | For | Management | ||||
| 11.2 | Elect and/or Ratify Jose Luis Fernandez Fernandez as Member of Audit Committee | For | For | Management | ||||
| 11.3 | Elect and/or Ratify Francisco Jose Chevez Robelo as Member of Audit Committee | For | For | Management | ||||
| 12.1 | Elect and/or Ratify Jose Luis Fernandez Fernandez as Chairman of Corporate Practices Committee | For | For | Management | ||||
| 12.2 | Elect and/or Ratify Eduardo Tricio Haro as Member of Corporate Practices Committee | For | For | Management | ||||
| 12.3 | Elect and/or Ratify Guillermo Garcia Naranjo Alvarez as Member of Corporate Practices Committee | For | For | Management | ||||
| 13 | Approve Remuneration of Board Members, Executive, Audit and Corporate Practices Committees, and Secretaries | For | Against | Management | ||||
| 14 | Authorize Board to Ratify and Execute Approved Resolutions | For | For | Management | ||||
| 1 | Approve Cancellation of Shares and Consequently Reduction in Share Capital | For | For | Management | ||||
| 2 | Approve Partial Spin-Off to Form New Company | For | For | Management | ||||
| 3 | Amend Article 6 | For | Against | Management | ||||
| 4 | Authorize Board to Ratify and Execute Approved Resolutions | For | For | Management |
GSK PLC
| Ticker: | GSK | Security ID: | G3910J112 | |||
| Meeting Date: | JUL 06, 2022 | Meeting Type: | Special | |||
| Record Date: | JUL 04, 2022 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Matters Relating to the Demerger of Haleon Group from the GSK Group | For | For | Management | ||||
| 2 | Approve the Related Party Transaction Arrangements | For | For | Management |
Page 16
GSK PLC
| Ticker: |
GSK | Security ID: | G3910J179 | |||
| Meeting Date: | MAY 03, 2023 | Meeting Type: | Annual | |||
| Record Date: | APR 28, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Remuneration Report | For | For | Management | ||||
| 3 | Elect Julie Brown as Director | For | For | Management | ||||
| 4 | Elect Vishal Sikka as Director | For | For | Management | ||||
| 5 | Elect Elizabeth McKee Anderson as Director | For | For | Management | ||||
| 6 | Re-elect Sir Jonathan Symonds as Director | For | For | Management | ||||
| 7 | Re-elect Dame Emma Walmsley as Director | For | For | Management | ||||
| 8 | Re-elect Charles Bancroft as Director | For | For | Management | ||||
| 9 | Re-elect Hal Barron as Director | For | For | Management | ||||
| 10 | Re-elect Anne Beal as Director | For | For | Management | ||||
| 11 | Re-elect Harry Dietz as Director | For | For | Management | ||||
| 12 | Re-elect Jesse Goodman as Director | For | For | Management | ||||
| 13 | Re-elect Urs Rohner as Director | For | For | Management | ||||
| 14 | Reappoint Deloitte LLP as Auditors | For | For | Management | ||||
| 15 | Authorise the Audit & Risk Committee to Fix Remuneration of Auditors | For | For | Management | ||||
| 16 | Approve Amendments to the Remuneration Policy | For | For | Management | ||||
| 17 | Authorise UK Political Donations and Expenditure | For | For | Management | ||||
| 18 | Authorise Issue of Equity | For | For | Management | ||||
| 19 | Authorise Issue of Equity without Pre-emptive Rights | For | For | Management | ||||
| 20 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | Management | ||||
| 21 | Authorise Market Purchase of Ordinary Shares | For | For | Management | ||||
| 22 | Approve the Exemption from Statement of the Name of the Senior Statutory Auditor in Published Copies of the Auditors’ Reports | For | For | Management | ||||
| 23 | Authorise the Company to Call General Meeting with Two Weeks’ Notice | For | For | Management |
HALEON PLC
| Ticker: | HLN | Security ID: | G4232K100 | |||
| Meeting Date: | APR 20, 2023 | Meeting Type: | Annual | |||
| Record Date: | APR 18, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Remuneration Report | For | For | Management | ||||
| 3 | Approve Remuneration Policy | For | For | Management | ||||
| 4 | Approve Final Dividend | For | For | Management | ||||
| 5 | Elect Sir Dave Lewis as Director | For | For | Management | ||||
| 6 | Elect Brian McNamara as Director | For | For | Management | ||||
| 7 | Elect Tobias Hestler as Director | For | For | Management | ||||
| 8 | Elect Vindi Banga as Director | For | For | Management | ||||
| 9 | Elect Marie-Anne Aymerich as Director | For | For | Management | ||||
| 10 | Elect Tracy Clarke as Director | For | For | Management | ||||
| 11 | Elect Dame Vivienne Cox as Director | For | For | Management | ||||
| 12 | Elect Asmita Dubey as Director | For | For | Management | ||||
| 13 | Elect Deirdre Mahlan as Director | For | For | Management | ||||
| 14 | Elect David Denton as Director | For | For | Management | ||||
| 15 | Elect Bryan Supran as Director | For | For | Management | ||||
| 16 | Appoint KPMG LLP as Auditors | For | For | Management | ||||
| 17 | Authorise the Audit & Risk Committee to Fix Remuneration of Auditors | For | For | Management | ||||
| 18 | Authorise UK Political Donations and Expenditure | For | For | Management | ||||
| 19 | Authorise Issue of Equity | For | For | Management | ||||
| 20 | Authorise Issue of Equity without Pre-emptive Rights | For | For | Management | ||||
| 21 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | Management | ||||
| 22 | Authorise the Company to Call General Meeting with Two Weeks’ Notice | For | For | Management | ||||
| 23 | Approve Performance Share Plan | For | For | Management | ||||
| 24 | Approve Share Value Plan | For | For | Management | ||||
| 25 | Approve Deferred Annual Bonus Plan | For | For | Management | ||||
| 26 | Authorise Market Purchase of Ordinary Shares | For | For | Management | ||||
| 27 | Authorise Off-Market Purchase of Ordinary Shares from Pfizer | For | For | Management | ||||
| 28 | Authorise Off-Market Purchase of Ordinary Shares from GSK Shareholders | For | For | Management | ||||
| 29 | Approve Waiver of Rule 9 of the Takeover Code | For | For | Management |
Page 17
HANG LUNG GROUP, LTD.
| Ticker: | 10 | Security ID: | Y30148111 | |||
| Meeting Date: | APR 28, 2023 | Meeting Type: | Annual | |||
| Record Date: | APR 24, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Final Dividend | For | For | Management | ||||
| 3a | Elect Gerald Lokchung Chan as Director | For | Against | Management | ||||
| 3b | Elect Lap-Chee Tsui as Director | For | For | Management | ||||
| 3c | Elect Martin Cheung Kong Liao as Director | For | For | Management | ||||
| 3d | Elect Adriel Chan as Director | For | For | Management | ||||
| 3e | Authorize Board to Fix Remuneration of Directors | For | For | Management | ||||
| 4 | Approve KPMG as Auditor and Authorize Board to Fix Their Remuneration | For | For | Management | ||||
| 5 | Authorize Repurchase of Issued Share Capital | For | For | Management | ||||
| 6 | Approve Issuance of Equity or Equity-Linked Securities without Pre-emptive Rights | For | For | Management | ||||
| 7 | Authorize Reissuance of Repurchased Shares | For | For | Management |
HOLCIM, LTD.
| Ticker: | HOLN | Security ID: | H3816Q102 | |||
| Meeting Date: | MAY 04, 2023 | Meeting Type: | Annual | |||
| Record Date: |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1.1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 1.2 | Approve Remuneration Report | For | For | Management | ||||
| 2 | Approve Discharge of Board and Senior Management | For | For | Management | ||||
| 3.1 | Approve Allocation of Income | For | For | Management | ||||
| 3.2 | Approve Dividends of CHF 2.50 per Share from Capital Contribution Reserves | For | For | Management | ||||
| 4.1 | Amend Corporate Purpose | For | For | Management | ||||
| 4.2 | Amend Articles Re: Shares and Share Register | For | For | Management | ||||
| 4.3 | Amend Articles of Association (Incl. Approval of Virtual-Only or Hybrid Shareholder Meetings) | For | Against | Management | ||||
| 4.4 | Amend Articles Re: Restriction on Share Transferability | For | For | Management | ||||
| 4.5 | Amend Articles Re: Board of Directors; Compensation; External Mandates for Members of the Board of Directors and Executive Committee | For | For | Management | ||||
| 5.1.1 | Re-elect Jan Jenisch as Director and Elect as Board Chair | For | For | Management | ||||
| 5.1.2 | Re-elect Philippe Block as Director | For | For | Management | ||||
| 5.1.3 | Re-elect Kim Fausing as Director | For | For | Management | ||||
| 5.1.4 | Re-elect Leanne Geale as Director | For | For | Management | ||||
| 5.1.5 | Re-elect Naina Kidwai as Director | For | For | Management | ||||
| 5.1.6 | Re-elect Ilias Laeber as Director | For | For | Management | ||||
| 5.1.7 | Re-elect Juerg Oleas as Director | For | For | Management | ||||
| 5.1.8 | Re-elect Claudia Ramirez as Director | For | For | Management | ||||
| 5.1.9 | Re-elect Hanne Sorensen as Director | For | For | Management | ||||
| 5.2.1 | Reappoint Ilias Laeber as Member of the Nomination, Compensation and Governance Committee | For | For | Management | ||||
| 5.2.2 | Reappoint Juerg Oleas as Member of the Nomination, Compensation and Governance Committee | For | For | Management | ||||
| 5.2.3 | Reappoint Claudia Ramirez as Member of the Nomination, Compensation and Governance Committee | For | For | Management | ||||
| 5.2.4 | Reappoint Hanne Sorensen as Member of the Nomination, Compensation and Governance Committee | For | For | Management | ||||
| 5.3.1 | Ratify Ernst & Young AG as Auditors | For | For | Management | ||||
| 5.3.2 | Designate Sabine Burkhalter Kaimakliotis as Independent Proxy | For | For | Management | ||||
| 6.1 | Approve Remuneration of Directors in the Amount of CHF 3 Million | For | For | Management | ||||
| 6.2 | Approve Remuneration of Executive Committee in the Amount of CHF 36 Million | For | For | Management | ||||
| 7 | Approve CHF 80 Million Reduction in Share Capital as Part of the Share Buyback Program via Cancellation of Repurchased Shares | For | For | Management | ||||
| 8 | Approve Climate Report | For | For | Management | ||||
| 9 | Transact Other Business (Voting) | For | Against | Management |
Page 18
HONDA MOTOR CO., LTD.
| Ticker: | 7267 | Security ID: | J22302111 | |||
| Meeting Date: | JUN 21, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 31, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1.1 | Elect Director Kuraishi, Seiji | For | For | Management | ||||
| 1.2 | Elect Director Mibe, Toshihiro | For | For | Management | ||||
| 1.3 | Elect Director Aoyama, Shinji | For | For | Management | ||||
| 1.4 | Elect Director Kaihara, Noriya | For | For | Management | ||||
| 1.5 | Elect Director Suzuki, Asako | For | For | Management | ||||
| 1.6 | Elect Director Suzuki, Masafumi | For | For | Management | ||||
| 1.7 | Elect Director Sakai, Kunihiko | For | For | Management | ||||
| 1.8 | Elect Director Kokubu, Fumiya | For | For | Management | ||||
| 1.9 | Elect Director Ogawa, Yoichiro | For | For | Management | ||||
| 1.10 | Elect Director Higashi, Kazuhiro | For | For | Management | ||||
| 1.11 | Elect Director Nagata, Ryoko | For | For | Management |
ICICI BANK, LTD.
| Ticker: | 532174 | Security ID: | Y3860Z132 | |||
| Meeting Date: | AUG 30, 2022 | Meeting Type: | Annual | |||
| Record Date: | AUG 23, 2022 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Dividend | For | For | Management | ||||
| 3 | Re-elect Sandeep Batra as Director | For | For | Management | ||||
| 4 | Approve MSKA & Associates, Chartered Accountants as Joint Statutory Auditors and Authorize Board to Fix Their Remuneration | For | For | Management | ||||
| 5 | Approve KKC & Associates LLP, Chartered Accountants as Joint Statutory Auditors and Authorize Board to Fix Their Remuneration | For | For | Management | ||||
| 6 | Re-elect Neelam Dhawan as Director | For | For | Management | ||||
| 7 | Re-elect Uday Chitale as Director | For | For | Management | ||||
| 8 | Re-elect Radhakrishnan Nair as Director | For | For | Management | ||||
| 9 | Elect Rakesh Jha as Director | For | For | Management | ||||
| 10 | Approve Appointment and Remuneration of Rakesh Jha as Whole Time Director Designated as Executive Director | For | For | Management | ||||
| 11 | Approve Revision in the Remuneration of Sandeep Bakhshi as Managing Director & Chief Executive Officer (MD & CEO) | For | For | Management | ||||
| 12 | Approve Revision in the Remuneration of Anup Bagchi as Executive Director | For | For | Management | ||||
| 13 | Approve Revision in the Remuneration of Sandeep Batra as Executive Director | For | For | Management | ||||
| 14 | Approve Revision in the Remuneration of Vishakha Mulye as Erstwhile Executive Director | For | For | Management | ||||
| 15 | Approve Material Related Party Transactions for Current Account Deposits | For | For | Management | ||||
| 16 | Approve Material Related Party Transactions for Subscription of Securities Issued by Related Parties and Purchase of Securities from Related Parties | For | For | Management | ||||
| 17 | Approve Material Related Party Transactions for Sale of Securities to Related Parties | For | For | Management | ||||
| 18 | Approve Material Related Party Transactions for Fund Based and Non-Fund Based Credit Facilities | For | For | Management | ||||
| 19 | Approve Material Related Party Transactions for Repurchase Transactions and Other Permitted Short-Term Borrowing Transactions | For | For | Management | ||||
| 20 | Approve Material Related Party Transactions for Reverse Repurchase Transactions and Other Permitted Short-Term Lending Transactions | For | For | Management | ||||
| 21 | Approve Material Related Party Transactions for Availing Manpower Services for Certain Activities of the Bank | For | For | Management | ||||
| 22 | Approve Material Related Party Transactions for Availing Insurance Services | For | For | Management | ||||
| 23 | Approve and Adopt ICICI Bank Employees Stock Unit Scheme - 2022 | For | For | Management | ||||
| 24 | Approve Grant of Units to Eligible Employees of Select Unlisted Wholly Owned Subsidiaries Under ICICI Bank Employees Stock Unit Scheme - 2022 | For | For | Management |
Page 19
IMPERIAL BRANDS PLC
| Ticker: | IMB | Security ID: | G4720C107 | |||
| Meeting Date: | FEB 01, 2023 | Meeting Type: | Annual | |||
| Record Date: | JAN 30, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Remuneration Report | For | For | Management | ||||
| 3 | Approve Final Dividend | For | For | Management | ||||
| 4 | Re-elect Stefan Bomhard as Director | For | For | Management | ||||
| 5 | Re-elect Susan Clark as Director | For | For | Management | ||||
| 6 | Re-elect Ngozi Edozien as Director | For | For | Management | ||||
| 7 | Re-elect Therese Esperdy as Director | For | For | Management | ||||
| 8 | Re-elect Alan Johnson as Director | For | For | Management | ||||
| 9 | Re-elect Robert Kunze-Concewitz as Director | For | For | Management | ||||
| 10 | Re-elect Lukas Paravicini as Director | For | For | Management | ||||
| 11 | Re-elect Diane de Saint Victor as Director | For | For | Management | ||||
| 12 | Re-elect Jonathan Stanton as Director | For | For | Management | ||||
| 13 | Reappoint Ernst & Young LLP as Auditors | For | For | Management | ||||
| 14 | Authorise the Audit Committee to Fix Remuneration of Auditors | For | For | Management | ||||
| 15 | Approve Share Matching Scheme | For | For | Management | ||||
| 16 | Authorise UK Political Donations and Expenditure | For | For | Management | ||||
| 17 | Authorise Issue of Equity | For | For | Management | ||||
| 18 | Authorise Issue of Equity without Pre-emptive Rights | For | For | Management | ||||
| 19 | Authorise Market Purchase of Ordinary Shares | For | For | Management | ||||
| 20 | Authorise the Company to Call General Meeting with Two Weeks’ Notice | For | For | Management |
ITAU UNIBANCO HOLDING SA
| Ticker: | ITUB4 | Security ID: | P5968U113 | |||
| Meeting Date: | APR 25, 2023 | Meeting Type: | Annual | |||
| Record Date: |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | As a Preferred Shareholder, Would You like to Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law? | None | Against | Management | ||||
| 2 | Elect Igor Barenboim as Fiscal Council Member and Rene Guimaraes Andrich as Alternate Appointed by Preferred Shareholder | None | For | Shareholder |
Page 20
JD.COM, INC.
| Ticker: | 9618 | Security ID: | 47215P106 | |||
| Meeting Date: | JUN 21, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAY 19, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Amend Memorandum of Association and Articles of Association | For | Against | Management |
JOHNSON CONTROLS INTERNATIONAL PLC
| Ticker: | JCI | Security ID: | G51502105 | |||
| Meeting Date: | MAR 08, 2023 | Meeting Type: | Annual | |||
| Record Date: | JAN 05, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1a | Elect Director Jean Blackwell | For | For | Management | ||||
| 1b | Elect Director Pierre Cohade | For | For | Management | ||||
| 1c | Elect Director Michael E. Daniels | For | For | Management | ||||
| 1d | Elect Director W. Roy Dunbar | For | For | Management | ||||
| 1e | Elect Director Gretchen R. Haggerty | For | For | Management | ||||
| 1f | Elect Director Ayesha Khanna | For | For | Management | ||||
| 1g | Elect Director Simone Menne | For | For | Management | ||||
| 1h | Elect Director George R. Oliver | For | For | Management | ||||
| 1i | Elect Director Jurgen Tinggren | For | For | Management | ||||
| 1j | Elect Director Mark Vergnano | For | For | Management | ||||
| 1k | Elect Director John D. Young | For | For | Management | ||||
| 2a | Ratify PricewaterhouseCoopers LLP as Auditors | For | For | Management | ||||
| 2b | Authorize Board to Fix Remuneration of Auditors | For | For | Management | ||||
| 3 | Authorize Market Purchases of Company Shares | For | For | Management | ||||
| 4 | Determine Price Range for Reissuance of Treasury Shares | For | For | Management | ||||
| 5 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 6 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management | ||||
| 7 | Approve the Directors’ Authority to Allot Shares | For | For | Management | ||||
| 8 | Approve the Disapplication of Statutory Pre-Emption Rights | For | For | Management |
Page 21
KYOCERA CORP.
| Ticker: | 6971 | Security ID: | J37479110 | |||
| Meeting Date: | JUN 27, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 31, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Allocation of Income, With a Final Dividend of JPY 100 | For | For | Management | ||||
| 2 | Amend Articles to Amend Business Lines | For | For | Management | ||||
| 3.1 | Elect Director Yamaguchi, Goro | For | Against | Management | ||||
| 3.2 | Elect Director Tanimoto, Hideo | For | Against | Management | ||||
| 3.3 | Elect Director Fure, Hiroshi | For | For | Management | ||||
| 3.4 | Elect Director Ina, Norihiko | For | For | Management | ||||
| 3.5 | Elect Director Kano, Koichi | For | For | Management | ||||
| 3.6 | Elect Director Aoki, Shoichi | For | For | Management | ||||
| 3.7 | Elect Director Koyano, Akiko | For | For | Management | ||||
| 3.8 | Elect Director Kakiuchi, Eiji | For | For | Management | ||||
| 3.9 | Elect Director Maekawa, Shigenobu | For | For | Management | ||||
| 4 | Appoint Alternate Statutory Auditor Kida, Minoru | For | For | Management | ||||
| 5 | Approve Two Types of Restricted Stock Plans | For | For | Management |
LIBERTY GLOBAL PLC
| Ticker: | LBTYA | Security ID: | G5480U104 | |||
| Meeting Date: | JUN 14, 2023 | Meeting Type: | Annual | |||
| Record Date: | APR 27, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Elect Director Miranda Curtis | For | For | Management | ||||
| 2 | Elect Director J David Wargo | For | For | Management | ||||
| 3 | Approve Remuneration Report | For | For | Management | ||||
| 4 | Approve Remuneration Policy | For | For | Management | ||||
| 5 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 6 | Ratify KPMG LLP (U.S.) as Auditors | For | For | Management | ||||
| 7 | Ratify KPMG LLP (U.K.) as Auditors | For | For | Management | ||||
| 8 | Authorise Board to Fix Remuneration of Auditors | For | For | Management | ||||
| 9 | Authorise Issue of Equity | For | For | Management | ||||
| 10 | Authorise Issue of Equity without Pre-emptive Rights | For | For | Management | ||||
| 11 | Authorise UK Political Donations and Expenditure | For | For | Management | ||||
| 12 | Authorise Market Purchase of Ordinary Shares | For | For | Management | ||||
| 13 | Approve Omnibus Stock Plan | For | For | Management |
Page 22
LINDE PLC
| Ticker: | LIN | Security ID: | G5494J103 | |||
| Meeting Date: | JUL 25, 2022 | Meeting Type: | Annual | |||
| Record Date: | JUL 23, 2022 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1a | Elect Director Stephen F. Angel | For | For | Management | ||||
| 1b | Elect Director Sanjiv Lamba | For | For | Management | ||||
| 1c | Elect Director Ann-Kristin Achleitner | For | For | Management | ||||
| 1d | Elect Director Thomas Enders | For | For | Management | ||||
| 1e | Elect Director Edward G. Galante | For | For | Management | ||||
| 1f | Elect Director Joe Kaeser | For | For | Management | ||||
| 1g | Elect Director Victoria E. Ossadnik | For | For | Management | ||||
| 1h | Elect Director Martin H. Richenhagen | For | For | Management | ||||
| 1i | Elect Director Alberto Weisser | For | For | Management | ||||
| 1j | Elect Director Robert L. Wood | For | For | Management | ||||
| 2a | Ratify PricewaterhouseCoopers as Auditors | For | For | Management | ||||
| 2b | Authorise Board to Fix Remuneration of Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Approve Remuneration Report | For | For | Management | ||||
| 5 | Determine Price Range for Reissuance of Treasury Shares | For | For | Management | ||||
| 6 | Adopt Simple Majority Vote | Against | For | Shareholder |
LINDE PLC
| Ticker: | LIN | Security ID: | G5494J103 | |||
| Meeting Date: | JAN 18, 2023 | Meeting Type: | Court | |||
| Record Date: | JAN 16, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Scheme of Arrangement | For | For | Management |
Page 23
LINDE PLC
| Ticker: | LIN | Security ID: | G5494J103 | |||
| Meeting Date: | JAN 18, 2023 | Meeting Type: | Extraordinary Shareholders | |||
| Record Date: | JAN 16, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Scheme of Arrangement | For | For | Management | ||||
| 2 | Amend Articles of Association | For | For | Management | ||||
| 3 | Approve Common Draft Terms of Merger | For | For | Management |
MICRO FOCUS INTERNATIONAL PLC
| Ticker: | MCRO | Security ID: | G6117L194 | |||
| Meeting Date: | OCT 18, 2022 | Meeting Type: | Court | |||
| Record Date: | OCT 14, 2022 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Scheme of Arrangement | For | For | Management |
Page 24
MICRO FOCUS INTERNATIONAL PLC
| Ticker: | MCRO | Security ID: | G6117L194 | |||
| Meeting Date: | OCT 18, 2022 | Meeting Type: | Special | |||
| Record Date: | OCT 14, 2022 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Matters Relating to the Recommended Acquisition of MICRO FOCUS INTERNATIONAL PLC by OpenText Corporation | For | For | Management |
MILLICOM INTERNATIONAL CELLULAR SA
| Ticker: | TIGO | Security ID: | L6388G134 | |||
| Meeting Date: | MAY 31, 2023 | Meeting Type: | Annual/Special | |||
| Record Date: | MAY 17, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Appoint Alexander Koch as Chairman of Meeting and Empower Chairman to Appoint Other Members of Bureau | For | For | Management | ||||
| 2 | Receive and Approve Board’s and Auditor’s Reports | For | For | Management | ||||
| 3 | Approve Consolidated Financial Statements and Statutory Reports | For | For | Management | ||||
| 4 | Approve Allocation of Income | For | For | Management | ||||
| 5 | Approve Discharge of Directors | For | For | Management | ||||
| 6 | Fix Number of Directors at Ten | For | For | Management | ||||
| 7 | Re-elect Jose Antonio Rios Garcia as Director | For | For | Management | ||||
| 8 | Re-elect Bruce Churchill as Director | For | For | Management | ||||
| 9 | Re-elect Tomas Eliasson as Director | For | For | Management | ||||
| 10 | Re-elect Pernille Erenbjerg as Director | For | For | Management | ||||
| 11 | Re-elect Mauricio Ramos as Director | For | For | Management | ||||
| 12 | Elect Maria Teresa Arnal as Director | For | For | Management | ||||
| 13 | Elect Blanca Trevino De Vega as Director | For | For | Management | ||||
| 14 | Elect Thomas Reynaud as Director | For | For | Management | ||||
| 15 | Elect Nicolas Jaeger as Director | For | For | Management | ||||
| 16 | Elect Michael Golan as Director | For | For | Management | ||||
| 17 | Re-elect Jose Antonio Rios Garcia as Board Chairman | For | For | Management | ||||
| 18 | Approve Remuneration of Directors | For | For | Management | ||||
| 19 | Approve Ernst & Young S.A., Luxembourg as Auditors and Authorize Board to Fix Their Remuneration | For | For | Management | ||||
| 20 | Approve Procedure on Appointment of Nomination Committee and Determination of Assignment of Nomination Committee | For | For | Management | ||||
| 21 | Approve Share Repurchase Plan | For | For | Management | ||||
| 22 | Approve Remuneration Report | For | For | Management | ||||
| 23 | Approve Senior Management Remuneration Policy | For | For | Management | ||||
| 24 | Approve Share-Based Incentive Plans | For | For | Management | ||||
| 1 | Appoint Alexander Koch as Chairman of Meeting and Empower Chairman to Appoint Other Members of Bureau | For | For | Management | ||||
| 2 | Increase Authorized Share Capital and Amend Articles of Association | For | For | Management | ||||
| 3 | Approve Renewal of the Authorization Granted to the Board of Directors to Issue New Shares and Amend Articles of Association | For | For | Management | ||||
| 4 | Receive and Approve Directors’ Special Report and Grant Power to Remove or Limit the Preferential Subscription Right | For | For | Management | ||||
| 5 | Approve Full Restatement of the Articles of Incorporation | For | For | Management |
Page 25
MITSUBISHI CHEMICAL GROUP CORP.
| Ticker: | 4188 | Security ID: | J44046100 | |||
| Meeting Date: | JUN 27, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 31, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1.1 | Elect Director Jean-Marc Gilson | For | For | Management | ||||
| 1.2 | Elect Director Fujiwara, Ken | For | For | Management | ||||
| 1.3 | Elect Director Glenn H. Fredrickson | For | For | Management | ||||
| 1.4 | Elect Director Fukuda, Nobuo | For | For | Management | ||||
| 1.5 | Elect Director Hashimoto, Takayuki | For | For | Management | ||||
| 1.6 | Elect Director Hodo, Chikatomo | For | For | Management | ||||
| 1.7 | Elect Director Kikuchi, Kiyomi | For | For | Management | ||||
| 1.8 | Elect Director Yamada, Tatsumi | For | For | Management |
MITSUBISHI ELECTRIC CORP.
| Ticker: | 6503 | Security ID: | J43873116 | |||
| Meeting Date: | JUN 29, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 31, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1.1 | Elect Director Yabunaka, Mitoji | For | For | Management | ||||
| 1.2 | Elect Director Watanabe, Kazunori | For | For | Management | ||||
| 1.3 | Elect Director Koide, Hiroko | For | For | Management | ||||
| 1.4 | Elect Director Kosaka, Tatsuro | For | For | Management | ||||
| 1.5 | Elect Director Yanagi, Hiroyuki | For | For | Management | ||||
| 1.6 | Elect Director Egawa, Masako | For | For | Management | ||||
| 1.7 | Elect Director Matsuyama, Haruka | For | For | Management | ||||
| 1.8 | Elect Director Uruma, Kei | For | For | Management | ||||
| 1.9 | Elect Director Kawagoishi, Tadashi | For | For | Management | ||||
| 1.10 | Elect Director Masuda, Kuniaki | For | For | Management | ||||
| 1.11 | Elect Director Nagasawa, Jun | For | For | Management | ||||
| 1.12 | Elect Director Takeda, Satoshi | For | For | Management |
Page 26
MITSUBISHI UFJ FINANCIAL GROUP, INC.
| Ticker: | 8306 | Security ID: | J44497105 | |||
| Meeting Date: | JUN 29, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 31, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Allocation of Income, with a Final Dividend of JPY 16 | For | For | Management | ||||
| 2.1 | Elect Director Fujii, Mariko | For | For | Management | ||||
| 2.2 | Elect Director Honda, Keiko | For | For | Management | ||||
| 2.3 | Elect Director Kato, Kaoru | For | For | Management | ||||
| 2.4 | Elect Director Kuwabara, Satoko | For | For | Management | ||||
| 2.5 | Elect Director Nomoto, Hirofumi | For | For | Management | ||||
| 2.6 | Elect Director David A. Sneider | For | For | Management | ||||
| 2.7 | Elect Director Tsuji, Koichi | For | For | Management | ||||
| 2.8 | Elect Director Tarisa Watanagase | For | For | Management | ||||
| 2.9 | Elect Director Miyanaga, Kenichi | For | For | Management | ||||
| 2.10 | Elect Director Shinke, Ryoichi | For | For | Management | ||||
| 2.11 | Elect Director Mike, Kanetsugu | For | For | Management | ||||
| 2.12 | Elect Director Kamezawa, Hironori | For | For | Management | ||||
| 2.13 | Elect Director Nagashima, Iwao | For | For | Management | ||||
| 2.14 | Elect Director Hanzawa, Junichi | For | For | Management | ||||
| 2.15 | Elect Director Kobayashi, Makoto | For | For | Management | ||||
| 3 | Amend Articles to Disclose Transition Plan to Align Lending and Investment Portfolios with Goals of Paris Agreement | Against | Against | Shareholder | ||||
| 4 | Amend Articles to Prohibit Transactions with Defamatory Companies | Against | Against | Shareholder | ||||
| 5 | Amend Articles to Carefully Carry Out Transactions with Male-Dominated Companies | Against | Against | Shareholder | ||||
| 6 | Amend Articles to Prohibit Deletion of IR Contents from Company Websites | Against | Against | Shareholder |
MURATA MANUFACTURING CO., LTD.
| Ticker: | 6981 | Security ID: | J46840104 | |||
| Meeting Date: | JUN 29, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 31, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Allocation of Income, With a Final Dividend of JPY 75 | For | For | Management | ||||
| 2.1 | Elect Director Murata, Tsuneo | For | For | Management | ||||
| 2.2 | Elect Director Nakajima, Norio | For | For | Management | ||||
| 2.3 | Elect Director Iwatsubo, Hiroshi | For | For | Management | ||||
| 2.4 | Elect Director Minamide, Masanori | For | For | Management | ||||
| 2.5 | Elect Director Yasuda, Yuko | For | For | Management | ||||
| 2.6 | Elect Director Nishijima, Takashi | For | For | Management |
Page 27
NETEASE, INC.
| Ticker: | 9999 | Security ID: | 64110W102 | |||
| Meeting Date: | JUN 15, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAY 16, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1a | Elect William Lei Ding as Director | For | For | Management | ||||
| 1b | Elect Grace Hui Tang as Director | For | For | Management | ||||
| 1c | Elect Alice Yu-Fen Cheng as Director | For | For | Management | ||||
| 1d | Elect Joseph Tze Kay Tong as Director | For | For | Management | ||||
| 1e | Elect Michael Man Kit Leung as Director | For | For | Management | ||||
| 2 | Ratify Appointment of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as Auditors | For | For | Management | ||||
| 3 | Amend Company’s Amended and Restated Memorandum and Articles of Association | For | For | Management | ||||
| 4 | Approve Amended and Restated 2019 Share Incentive Plan | For | For | Management |
NIDEC CORP.
| Ticker: | 6594 | Security ID: | J52968104 | |||
| Meeting Date: | JUN 20, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 31, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1.1 | Elect Director Nagamori, Shigenobu | For | For | Management | ||||
| 1.2 | Elect Director Kobe, Hiroshi | For | For | Management | ||||
| 1.3 | Elect Director Sato, Shinichi | For | For | Management | ||||
| 1.4 | Elect Director Komatsu, Yayoi | For | For | Management | ||||
| 1.5 | Elect Director Sakai, Takako | For | For | Management | ||||
| 2 | Elect Director and Audit Committee Member Toyoshima, Hiroe | For | For | Management | ||||
| 3 | Elect Alternate Director and Audit Committee Member Takiguchi, Hiroko | For | For | Management |
Page 28
NOVARTIS AG
| Ticker: | NOVN | Security ID: | H5820Q150 | |||
| Meeting Date: | MAR 07, 2023 | Meeting Type: | Annual | |||
| Record Date: |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Discharge of Board and Senior Management | For | For | Management | ||||
| 3 | Approve Allocation of Income and Dividends of CHF 3.20 per Share | For | For | Management | ||||
| 4 | Approve CHF 63.1 Million Reduction in Share Capital via Cancellation of Repurchased Shares | For | For | Management | ||||
| 5 | Authorize Repurchase of up to CHF 10 Billion in Issued Share Capital | For | For | Management | ||||
| 6.1 | Amend Articles Re: Electronic Participation; Virtual-Only Shareholder Meetings | For | Against | Management | ||||
| 6.2 | Amend Articles of Association | For | For | Management | ||||
| 6.3 | Amend Articles of Association | For | For | Management | ||||
| 7.1 | Approve Remuneration of Directors in the Amount of CHF 8.8 Million | For | For | Management | ||||
| 7.2 | Approve Maximum Remuneration of Executive Committee in the Amount of CHF 90 Million | For | For | Management | ||||
| 7.3 | Approve Remuneration Report | For | For | Management | ||||
| 8.1 | Re-elect Joerg Reinhardt as Director and Board Chair | For | For | Management | ||||
| 8.2 | Re-elect Nancy Andrews as Director | For | For | Management | ||||
| 8.3 | Re-elect Ton Buechner as Director | For | For | Management | ||||
| 8.4 | Re-elect Patrice Bula as Director | For | For | Management | ||||
| 8.5 | Re-elect Elizabeth Doherty as Director | For | For | Management | ||||
| 8.6 | Re-elect Bridgette Heller as Director | For | For | Management | ||||
| 8.7 | Re-elect Daniel Hochstrasser as Director | For | For | Management | ||||
| 8.8 | Re-elect Frans van Houten as Director | For | For | Management | ||||
| 8.9 | Re-elect Simon Moroney as Director | For | For | Management | ||||
| 8.10 | Re-elect Ana de Pro Gonzalo as Director | For | For | Management | ||||
| 8.11 | Re-elect Charles Sawyers as Director | For | For | Management | ||||
| 8.12 | Re-elect William Winters as Director | For | For | Management | ||||
| 8.13 | Elect John Young as Director | For | For | Management | ||||
| 9.1 | Reappoint Patrice Bula as Member of the Compensation Committee | For | For | Management | ||||
| 9.2 | Reappoint Bridgette Heller as Member of the Compensation Committee | For | For | Management | ||||
| 9.3 | Reappoint Simon Moroney as Member of the Compensation Committee | For | For | Management | ||||
| 9.4 | Reappoint William Winters as Member of the Compensation Committee | For | For | Management | ||||
| 10 | Ratify KPMG AG as Auditors | For | For | Management | ||||
| 11 | Designate Peter Zahn as Independent Proxy | For | For | Management | ||||
| 12 | Transact Other Business (Voting) | For | Against | Management |
NUTRIEN, LTD.
| Ticker: | NTR | Security ID: | 67077M108 | |||
| Meeting Date: | MAY 10, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 20, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1.1 | Elect Director Christopher M. Burley | For | For | Management | ||||
| 1.2 | Elect Director Maura J. Clark | For | For | Management | ||||
| 1.3 | Elect Director Russell K. Girling | For | For | Management | ||||
| 1.4 | Elect Director Michael J. Hennigan | For | For | Management | ||||
| 1.5 | Elect Director Miranda C. Hubbs | For | For | Management | ||||
| 1.6 | Elect Director Raj S. Kushwaha | For | For | Management | ||||
| 1.7 | Elect Director Alice D. Laberge | For | For | Management | ||||
| 1.8 | Elect Director Consuelo E. Madere | For | For | Management | ||||
| 1.9 | Elect Director Keith G. Martell | For | For | Management | ||||
| 1.10 | Elect Director Aaron W. Regent | For | For | Management | ||||
| 1.11 | Elect Director Ken A. Seitz | For | For | Management | ||||
| 1.12 | Elect Director Nelson L. C. Silva | For | For | Management | ||||
| 2 | Ratify KPMG LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote on Executive Compensation Approach | For | For | Management |
Page 29
OLYMPUS CORP.
| Ticker: | 7733 | Security ID: | J61240107 | |||
| Meeting Date: | JUN 27, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 31, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Amend Articles to Allow Virtual Only Shareholder Meetings | For | Against | Management | ||||
| 2.1 | Elect Director Fujita, Sumitaka | For | For | Management | ||||
| 2.2 | Elect Director Masuda, Yasumasa | For | For | Management | ||||
| 2.3 | Elect Director David Robert Hale | For | For | Management | ||||
| 2.4 | Elect Director Jimmy C. Beasley | For | For | Management | ||||
| 2.5 | Elect Director Ichikawa, Sachiko | For | For | Management | ||||
| 2.6 | Elect Director Shingai, Yasushi | For | For | Management | ||||
| 2.7 | Elect Director Kan, Kohei | For | For | Management | ||||
| 2.8 | Elect Director Gary John Pruden | For | For | Management | ||||
| 2.9 | Elect Director Kosaka, Tatsuro | For | For | Management | ||||
| 2.10 | Elect Director Luann Marie Pendy | For | For | Management | ||||
| 2.11 | Elect Director Takeuchi, Yasuo | For | For | Management | ||||
| 2.12 | Elect Director Stefan Kaufmann | For | For | Management | ||||
| 2.13 | Elect Director Okubo, Toshihiko | For | For | Management |
OVINTIV, INC.
| Ticker: | OVV | Security ID: | 69047Q102 | |||
| Meeting Date: | MAY 03, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 07, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1a | Elect Director Peter A.Dea | For | For | Management | ||||
| 1b | Elect Director Meg A. Gentle | For | For | Management | ||||
| 1c | Elect Director Ralph Izzo | For | For | Management | ||||
| 1d | Elect Director Howard J. Mayson | For | For | Management | ||||
| 1e | Elect Director Brendan M. McCracken | For | For | Management | ||||
| 1f | Elect Director Lee A. McIntire | For | For | Management | ||||
| 1g | Elect Director Katherine L. Minyard | For | For | Management | ||||
| 1h | Elect Director Steven W. Nance | For | For | Management | ||||
| 1i | Elect Director Suzanne P. Nimocks | For | For | Management | ||||
| 1j | Elect Director George L. Pita | For | For | Management | ||||
| 1k | Elect Director Thomas G. Ricks | For | For | Management | ||||
| 1l | Elect Director Brian G. Shaw | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 3 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management | ||||
| 4 | Ratify PricewaterhouseCoopers LLP as Auditors | For | For | Management |
Page 30
PROSUS NV
| Ticker: | PRX | Security ID: | N7163R103 | |||
| Meeting Date: | AUG 24, 2022 | Meeting Type: | Annual | |||
| Record Date: | JUL 27, 2022 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Receive Report of Management Board (Non-Voting) | None | None | Management | ||||
| 2 | Approve Remuneration Report | For | For | Management | ||||
| 3 | Adopt Financial Statements | For | For | Management | ||||
| 4 | Approve Allocation of Income | For | For | Management | ||||
| 5 | Approve Discharge of Executive Directors | For | For | Management | ||||
| 6 | Approve Discharge of Non-Executive Directors | For | For | Management | ||||
| 7 | Approve Remuneration Policy for Executive and Non-Executive Directors | For | For | Management | ||||
| 8 | Elect Sharmistha Dubey as Non-Executive Director | For | For | Management | ||||
| 9.1 | Re-elect JP Bekker as Non-Executive Director | For | For | Management | ||||
| 9.2 | Re-elect D Meyer as Non-Executive Director | For | For | Management | ||||
| 9.3 | Re-elect SJZ Pacak as Non-Executive Director | For | For | Management | ||||
| 9.4 | Re-elect JDT Stofberg as Non-Executive Director | For | For | Management | ||||
| 10 | Ratify Deloitte Accountants B.V. as Auditors | For | For | Management | ||||
| 11 | Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital and Restrict/Exclude Pre-emptive Rights | For | For | Management | ||||
| 12 | Authorize Repurchase of Shares | For | For | Management | ||||
| 13 | Approve Reduction in Share Capital Through Cancellation of Shares | For | For | Management | ||||
| 14 | Discuss Voting Results (Non-Voting) | None | None | Management | ||||
| 15 | Close Meeting (Non-Voting) | None | None | Management |
PRUDENTIAL PLC
| Ticker: | PRU | Security ID: | G72899100 | |||
| Meeting Date: | MAY 25, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAY 23, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Remuneration Report | For | For | Management | ||||
| 3 | Approve Remuneration Policy | For | For | Management | ||||
| 4 | Elect Arijit Basu as Director | For | For | Management | ||||
| 5 | Elect Claudia Dyckerhoff as Director | For | For | Management | ||||
| 6 | Elect Anil Wadhwani as Director | For | For | Management | ||||
| 7 | Re-elect Shriti Vadera as Director | For | For | Management | ||||
| 8 | Re-elect Jeremy Anderson as Director | For | For | Management | ||||
| 9 | Re-elect Chua Sock Koong as Director | For | For | Management | ||||
| 10 | Re-elect David Law as Director | For | For | Management | ||||
| 11 | Re-elect Ming Lu as Director | For | For | Management | ||||
| 12 | Re-elect George Sartorel as Director | For | For | Management | ||||
| 13 | Re-elect Jeanette Wong as Director | For | For | Management | ||||
| 14 | Re-elect Amy Yip as Director | For | For | Management | ||||
| 15 | Appoint Ernst & Young LLP as Auditors | For | For | Management | ||||
| 16 | Authorise the Audit Committee to Fix Remuneration of Auditors | For | For | Management | ||||
| 17 | Authorise UK Political Donations and Expenditure | For | For | Management | ||||
| 18 | Approve Sharesave Plan | For | For | Management | ||||
| 19 | Approve Long Term Incentive Plan | For | For | Management | ||||
| 20 | Approve International Savings-Related Share Option Scheme for Non-Employees | For | For | Management | ||||
| 21 | Approve the ISSOSNE Service Provider Sublimit | For | For | Management | ||||
| 22 | Approve Agency Long Term Incentive Plan | For | For | Management | ||||
| 23 | Approve the Agency LTIP Service Provider Sublimit | For | For | Management | ||||
| 24 | Authorise Issue of Equity | For | For | Management | ||||
| 25 | Authorise Issue of Equity to Include Repurchased Shares | For | For | Management | ||||
| 26 | Authorise Issue of Equity without Pre-emptive Rights | For | For | Management | ||||
| 27 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | Management | ||||
| 28 | Authorise Market Purchase of Ordinary Shares | For | For | Management | ||||
| 29 | Adopt New Articles of Association | For | For | Management | ||||
| 30 | Authorise the Company to Call General Meeting with Two Weeks’ Notice | For | For | Management |
Page 31
SANOFI
| Ticker: | SAN | Security ID: | F5548N101 | |||
| Meeting Date: | MAY 25, 2023 | Meeting Type: | Annual/Special | |||
| Record Date: | MAY 23, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | Management | ||||
| 3 | Approve Allocation of Income and Dividends of EUR 3.56 per Share | For | For | Management | ||||
| 4 | Elect Frederic Oudea as Director | For | For | Management | ||||
| 5 | Approve Compensation Report of Corporate Officers | For | For | Management | ||||
| 6 | Approve Compensation of Serge Weinberg, Chairman of the Board | For | For | Management | ||||
| 7 | Approve Compensation of Paul Hudson, CEO | For | For | Management | ||||
| 8 | Approve Remuneration of Directors in the Aggregate Amount of EUR 2.5 Million | For | For | Management | ||||
| 9 | Approve Remuneration Policy of Directors | For | For | Management | ||||
| 10 | Approve Remuneration Policy of Chairman of the Board | For | For | Management | ||||
| 11 | Approve Remuneration Policy of CEO | For | For | Management | ||||
| 12 | Renew Appointment of PricewaterhouseCoopers Audit as Auditor | For | For | Management | ||||
| 13 | Ratify Change Location of Registered Office to 46, Avenue de la Grande Armee, 75017 Paris and Amend Article 4 of Bylaws Accordingly | For | For | Management | ||||
| 14 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | Management | ||||
| 15 | Authorize Decrease in Share Capital via Cancellation of Repurchased Shares | For | For | Management | ||||
| 16 | Authorize Issuance of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of EUR 997 Million | For | For | Management | ||||
| 17 | Authorize Issuance of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of EUR 240 Million | For | For | Management | ||||
| 18 | Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 240 Million | For | For | Management | ||||
| 19 | Approve Issuance of Debt Securities Giving Access to New Shares of Subsidiaries and/or Debt Securities, up to Aggregate Amount of EUR 7 Billion | For | For | Management | ||||
| 20 | Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 16-18 | For | For | Management | ||||
| 21 | Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind | For | For | Management | ||||
| 22 | Authorize Capitalization of Reserves of Up to EUR 500 Million for Bonus Issue or Increase in Par Value | For | For | Management | ||||
| 23 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | For | For | Management | ||||
| 24 | Authorize Filing of Required Documents/Other Formalities | For | For | Management |
SCHNEIDER ELECTRIC SE
| Ticker: | SU | Security ID: | F86921107 | |||
| Meeting Date: | MAY 04, 2023 | Meeting Type: | Annual/Special | |||
| Record Date: | MAY 02, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | Management | ||||
| 3 | Approve Treatment of Losses and Dividends of EUR 3.15 per Share | For | For | Management | ||||
| 4 | Approve Auditors’ Special Report on Related-Party Transactions Mentioning the Absence of New Transactions | For | For | Management | ||||
| 5 | Approve Compensation Report of Corporate Officers | For | For | Management | ||||
| 6 | Approve Compensation of Jean-Pascal Tricoire, Chairman and CEO | For | For | Management | ||||
| 7 | Approve Remuneration Policy of Jean-Pascal Tricoire, Chairman and CEO fom January 1, 2023 until May 3, 2023 | For | For | Management | ||||
| 8 | Approve Remuneration Policy of Peter Herweck, CEO since May 4, 2023 | For | For | Management | ||||
| 9 | Approve Remuneration Policy of Jean-Pascal Tricoire, Chairman of the Board since May 4, 2023 | For | For | Management | ||||
| 10 | Approve Remuneration of Directors in the Aggregate Amount of EUR 2.8 Million | For | For | Management | ||||
| 11 | Approve Remuneration Policy of Directors | For | For | Management | ||||
| 12 | Re-elect Leo Apotheker as Director | For | For | Management | ||||
| 13 | Re-elect Gregory Spierkel as Director | For | For | Management | ||||
| 14 | Re-elect Lip-Bu Tan as Director | For | For | Management | ||||
| 15 | Elect Abhay Parasnis as Director | For | For | Management | ||||
| 16 | Elect Giulia Chierchia as Director | For | For | Management | ||||
| 17 | Approve Company’s Climate Transition Plan | For | For | Management | ||||
| 18 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | Management | ||||
| 19 | Authorize Issuance of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of EUR 800 Million | For | For | Management | ||||
| 20 | Authorize Issuance of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of EUR 224 Million | For | For | Management | ||||
| 21 | Approve Issuance of Equity or Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 120 Million | For | For | Management | ||||
| 22 | Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 19-21 | For | For | Management | ||||
| 23 | Authorize Capital Increase of up to 9. 81 Percent of Issued Capital for Contributions in Kind | For | For | Management | ||||
| 24 | Authorize Capitalization of Reserves of Up to EUR 800 Million for Bonus Issue or Increase in Par Value | For | For | Management | ||||
| 25 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | For | For | Management | ||||
| 26 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries | For | For | Management | ||||
| 27 | Authorize Decrease in Share Capital via Cancellation of Repurchased Shares | For | For | Management | ||||
| 28 | Authorize Filing of Required Documents/Other Formalities | For | For | Management |
Page 32
SEVEN & I HOLDINGS CO., LTD.
| Ticker: | 3382 | Security ID: | J7165H108 | |||
| Meeting Date: | MAY 25, 2023 | Meeting Type: | Annual | |||
| Record Date: | FEB 28, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Allocation of Income, with a Final Dividend of JPY 63.5 | For | For | Management | ||||
| 2.1 | Elect Director Isaka, Ryuichi | For | Against | Management | ||||
| 2.2 | Elect Director Goto, Katsuhiro | For | Against | Management | ||||
| 2.3 | Elect Director Yonemura, Toshiro | For | Against | Management | ||||
| 2.4 | Elect Director Wada, Shinji | For | Against | Management | ||||
| 2.5 | Elect Director Hachiuma, Fuminao | For | Against | Management | ||||
| 3 | Appoint Statutory Auditor Matsuhashi, Kaori | For | For | Management | ||||
| 4.1 | Elect Director Ito, Junro | For | For | Management | ||||
| 4.2 | Elect Director Nagamatsu, Fumihiko | For | For | Management | ||||
| 4.3 | Elect Director Joseph M. DePinto | For | For | Management | ||||
| 4.4 | Elect Director Maruyama, Yoshimichi | For | For | Management | ||||
| 4.5 | Elect Director Izawa, Yoshiyuki | For | For | Management | ||||
| 4.6 | Elect Director Yamada, Meyumi | For | For | Management | ||||
| 4.7 | Elect Director Jenifer Simms Rogers | For | For | Management | ||||
| 4.8 | Elect Director Paul Yonamine | For | For | Management | ||||
| 4.9 | Elect Director Stephen Hayes Dacus | For | For | Management | ||||
| 4.10 | Elect Director Elizabeth Miin Meyerdirk | For | For | Management | ||||
| 5.1 | Elect Shareholder Director Nominee Natori, Katsuya | Against | For | Shareholder | ||||
| 5.2 | Elect Shareholder Director Nominee Dene Rogers | Against | For | Shareholder | ||||
| 5.3 | Elect Shareholder Director Nominee Ronald Gill | Against | For | Shareholder | ||||
| 5.4 | Elect Shareholder Director Nominee Brittni Levinson | Against | For | Shareholder |
SMITHS GROUP PLC
| Ticker: | SMIN | Security ID: | G82401111 | |||
| Meeting Date: | NOV 16, 2022 | Meeting Type: | Annual | |||
| Record Date: | NOV 14, 2022 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Remuneration Report | For | For | Management | ||||
| 3 | Approve Final Dividend | For | For | Management | ||||
| 4 | Elect Richard Howes as Director | For | For | Management | ||||
| 5 | Elect Clare Scherrer as Director | For | For | Management | ||||
| 6 | Re-elect Sir George Buckley as Director | For | For | Management | ||||
| 7 | Re-elect Pam Cheng as Director | For | For | Management | ||||
| 8 | Re-elect Dame Ann Dowling as Director | For | For | Management | ||||
| 9 | Re-elect Karin Hoeing as Director | For | For | Management | ||||
| 10 | Re-elect Paul Keel as Director | For | For | Management | ||||
| 11 | Re-elect William Seeger as Director | For | For | Management | ||||
| 12 | Re-elect Mark Seligman as Director | For | For | Management | ||||
| 13 | Re-elect Noel Tata as Director | For | For | Management | ||||
| 14 | Reappoint KPMG LLP as Auditors | For | For | Management | ||||
| 15 | Authorise the Audit & Risk Committee to Fix Remuneration of Auditors | For | For | Management | ||||
| 16 | Authorise Issue of Equity | For | For | Management | ||||
| 17 | Authorise Issue of Equity without Pre-emptive Rights | For | For | Management | ||||
| 18 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | Management | ||||
| 19 | Authorise Market Purchase of Ordinary Shares | For | For | Management | ||||
| 20 | Authorise the Company to Call General Meeting with Two Weeks’ Notice | For | For | Management | ||||
| 21 | Authorise UK Political Donations and Expenditure | For | For | Management |
Page 33
STANDARD CHARTERED PLC
| Ticker: | STAN | Security ID: | G84228157 | |||
| Meeting Date: | MAY 03, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAY 01, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Final Dividend | For | For | Management | ||||
| 3 | Approve Remuneration Report | For | For | Management | ||||
| 4 | Elect Jackie Hunt as Director | For | For | Management | ||||
| 5 | Elect Linda Yueh as Director | For | For | Management | ||||
| 6 | Re-elect Shirish Apte as Director | For | For | Management | ||||
| 7 | Re-elect David Conner as Director | For | For | Management | ||||
| 8 | Re-elect Andy Halford as Director | For | For | Management | ||||
| 9 | Re-elect Gay Huey Evans as Director | For | For | Management | ||||
| 10 | Re-elect Robin Lawther as Director | For | For | Management | ||||
| 11 | Re-elect Maria Ramos as Director | For | For | Management | ||||
| 12 | Re-elect Phil Rivett as Director | For | For | Management | ||||
| 13 | Re-elect David Tang as Director | For | For | Management | ||||
| 14 | Re-elect Carlson Tong as Director | For | For | Management | ||||
| 15 | Re-elect Jose Vinals as Director | For | For | Management | ||||
| 16 | Re-elect Bill Winters as Director | For | For | Management | ||||
| 17 | Reappoint Ernst & Young LLP as Auditors | For | For | Management | ||||
| 18 | Authorise the Audit Committee to Fix Remuneration of Auditors | For | For | Management | ||||
| 19 | Authorise UK Political Donations and Expenditure | For | For | Management | ||||
| 20 | Authorise Board to Offer Scrip Dividend | For | For | Management | ||||
| 21 | Approve Sharesave Plan | For | For | Management | ||||
| 22 | Authorise Issue of Equity | For | For | Management | ||||
| 23 | Extend the Authority to Allot Shares by Such Number of Shares Repurchased by the Company under the Authority Granted Pursuant to Resolution 28 | For | For | Management | ||||
| 24 | Authorise Issue of Equity in Relation to Equity Convertible Additional Tier 1 Securities | For | For | Management | ||||
| 25 | Authorise Issue of Equity without Pre-emptive Rights | For | For | Management | ||||
| 26 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | Management | ||||
| 27 | Authorise Issue of Equity without Pre-emptive Rights in Relation to Equity Convertible Additional Tier 1 Securities | For | For | Management | ||||
| 28 | Authorise Market Purchase of Ordinary Shares | For | For | Management | ||||
| 29 | Authorise Market Purchase of Preference Shares | For | For | Management | ||||
| 30 | Authorise the Company to Call General Meeting with Two Weeks’ Notice | For | For | Management | ||||
| 31 | Adopt New Articles of Association | For | For | Management |
STELLANTIS NV
| Ticker: | STLAM | Security ID: | N82405106 | |||
| Meeting Date: | APR 13, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 16, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Open Meeting (Non-Voting) | None | None | Management | ||||
| 2.a | Receive Report of Board of Directors (Non-Voting) | None | None | Management | ||||
| 2.b | Receive Explanation on Company’s Reserves and Dividend Policy (Non-Voting) | None | None | Management | ||||
| 2.c | Approve Remuneration Report Excluding Pre-Merger Legacy Matters | For | For | Management | ||||
| 2.d | Approve Remuneration Report on the Pre-Merger Legacy Matters | For | For | Management | ||||
| 2.e | Adopt Financial Statements and Statutory Reports | For | For | Management | ||||
| 2.f | Approve Dividends of EUR 1.34 Per Share | For | For | Management | ||||
| 2g | Approve Discharge of Directors | For | For | Management | ||||
| 3 | Elect Benoit Ribadeau-Dumas as Non-Executive Director | For | For | Management | ||||
| 4.a | Ratify Ernst & Young Accountants LLP as Auditors for the Financial Year 2023 | For | For | Management | ||||
| 4.b | Ratify Deloitte Accountants B.V. as Auditors for the Financial Year 2024 | For | For | Management | ||||
| 5 | Amend Remuneration Policy | For | For | Management | ||||
| 6.a | Grant Board Authority to Issue Shares Up to 10 Percent of Issued Capital | For | For | Management | ||||
| 6.b | Authorize Board to Exclude Pre-emptive Rights from Share Issuances | For | For | Management | ||||
| 7 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | Management | ||||
| 8 | Approve Cancellation of Common Shares | For | For | Management | ||||
| 9 | Close Meeting (Non-Voting) | None | None | Management |
Page 34
SUNCOR ENERGY, INC.
| Ticker: | SU | Security ID: | 867224107 | |||
| Meeting Date: | MAY 09, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 14, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1.1 | Elect Director Ian R. Ashby | For | For | Management | ||||
| 1.2 | Elect Director Patricia M. Bedient | For | For | Management | ||||
| 1.3 | Elect Director Russell K. Girling | For | For | Management | ||||
| 1.4 | Elect Director Jean Paul (JP) Gladu | For | For | Management | ||||
| 1.5 | Elect Director Dennis M. Houston | For | For | Management | ||||
| 1.6 | Elect Director Richard M. Kruger | For | For | Management | ||||
| 1.7 | Elect Director Brian P. MacDonald | For | For | Management | ||||
| 1.8 | Elect Director Lorraine Mitchelmore | For | For | Management | ||||
| 1.9 | Elect Director Daniel Romasko | For | For | Management | ||||
| 1.10 | Elect Director Christopher R. Seasons | For | For | Management | ||||
| 1.11 | Elect Director M. Jacqueline Sheppard | For | For | Management | ||||
| 1.12 | Elect Director Eira M. Thomas | For | For | Management | ||||
| 1.13 | Elect Director Michael M. Wilson | For | For | Management | ||||
| 2 | Ratify KPMG LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote on Executive Compensation Approach | For | For | Management | ||||
| 4 | SP 1: Report on Alignment of Capital Expenditure Plans with 2030 Emissions Reductions Target and 2050 Net Zero Pledge | Against | Against | Shareholder |
TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD.
| Ticker: | 2330 | Security ID: | Y84629107 | |||
| Meeting Date: | JUN 06, 2023 | Meeting Type: | Annual | |||
| Record Date: | APR 07, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Business Operations Report and Financial Statements | For | For | Management | ||||
| 2 | Approve Issuance of Restricted Stocks | For | For | Management | ||||
| 3 | Amend Procedures for Endorsement and Guarantees | For | For | Management | ||||
| 4 | Amend the Name of Audit Committee in the Policies (I) Procedures for Acquisition or Disposal of Assets (II) Procedures for Financial Derivatives Transactions (III) Procedures for Lending Funds to Other Parties (IV) Procedures for Endorsement and Guarantee | For | For | Management |
Page 35
TC ENERGY CORP.
| Ticker: | TRP | Security ID: | 87807B107 | |||
| Meeting Date: | MAY 02, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAR 17, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1.1 | Elect Director Cheryl F. Campbell | For | For | Management | ||||
| 1.2 | Elect Director Michael R. Culbert | For | For | Management | ||||
| 1.3 | Elect Director William D. Johnson | For | For | Management | ||||
| 1.4 | Elect Director Susan C. Jones | For | For | Management | ||||
| 1.5 | Elect Director John E. Lowe | For | For | Management | ||||
| 1.6 | Elect Director David MacNaughton | For | For | Management | ||||
| 1.7 | Elect Director Francois L. Poirier | For | For | Management | ||||
| 1.8 | Elect Director Una Power | For | For | Management | ||||
| 1.9 | Elect Director Mary Pat Salomone | For | For | Management | ||||
| 1.10 | Elect Director Indira Samarasekera | For | For | Management | ||||
| 1.11 | Elect Director Siim A. Vanaselja | For | For | Management | ||||
| 1.12 | Elect Director Thierry Vandal | For | For | Management | ||||
| 1.13 | Elect Director Dheeraj “D” Verma | For | For | Management | ||||
| 2 | Approve KPMG LLP as Auditors and Authorize Board to Fix Their Remuneration | For | For | Management | ||||
| 3 | Advisory Vote on Executive Compensation Approach | For | For | Management |
TE CONNECTIVITY, LTD.
| Ticker: | TEL | Security ID: | H84989104 | |||
| Meeting Date: | MAR 15, 2023 | Meeting Type: | Annual | |||
| Record Date: | FEB 23, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1a | Elect Director Jean-Pierre Clamadieu | For | For | Management | ||||
| 1b | Elect Director Terrence R. Curtin | For | For | Management | ||||
| 1c | Elect Director Carol A. (John) Davidson | For | For | Management | ||||
| 1d | Elect Director Lynn A. Dugle | For | For | Management | ||||
| 1e | Elect Director William A. Jeffrey | For | For | Management | ||||
| 1f | Elect Director Syaru Shirley Lin | For | For | Management | ||||
| 1g | Elect Director Thomas J. Lynch | For | For | Management | ||||
| 1h | Elect Director Heath A. Mitts | For | For | Management | ||||
| 1i | Elect Director Abhijit Y. Talwalkar | For | For | Management | ||||
| 1j | Elect Director Mark C. Trudeau | For | For | Management | ||||
| 1k | Elect Director Dawn C. Willoughby | For | For | Management | ||||
| 1l | Elect Director Laura H. Wright | For | For | Management | ||||
| 2 | Elect Board Chairman Thomas J. Lynch | For | For | Management | ||||
| 3a | Elect Abhijit Y. Talwalkar as Member of Management Development and Compensation Committee | For | For | Management | ||||
| 3b | Elect Mark C. Trudeau as Member of Management Development and Compensation Committee | For | For | Management | ||||
| 3c | Elect Dawn C. Willoughby as Member of Management Development and Compensation Committee | For | For | Management | ||||
| 4 | Designate Rene Schwarzenbach as Independent Proxy | For | For | Management | ||||
| 5.1 | Accept Annual Report for Fiscal Year Ended September 30, 2022 | For | For | Management | ||||
| 5.2 | Accept Statutory Financial Statements for Fiscal Year Ended September 30, 2022 | For | For | Management | ||||
| 5.3 | Approve Consolidated Financial Statements for Fiscal Year Ended September 30, 2022 | For | For | Management | ||||
| 6 | Approve Discharge of Board and Senior Management | For | For | Management | ||||
| 7.1 | Ratify Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal Year 2023 | For | For | Management | ||||
| 7.2 | Ratify Deloitte AG as Swiss Registered Auditors | For | For | Management | ||||
| 7.3 | Ratify PricewaterhouseCoopers AG as Special Auditors | For | For | Management | ||||
| 8 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 9 | Advisory Vote on Say on Pay Frequency | One Year | One Year | Management | ||||
| 10 | Approve Remuneration Report | For | For | Management | ||||
| 11 | Approve Remuneration of Executive Management in the Amount of USD 53.5 Million | For | For | Management | ||||
| 12 | Approve Remuneration of Board of Directors in the Amount of USD 4.1 Million | For | For | Management | ||||
| 13 | Approve Allocation of Available Earnings at September 30, 2022 | For | For | Management | ||||
| 14 | Approve Declaration of Dividend | For | For | Management | ||||
| 15 | Authorize Share Repurchase Program | For | For | Management | ||||
| 16 | Approve Reduction in Share Capital via Cancelation of Shares | For | For | Management | ||||
| 17 | Amend Articles to Reflect Changes in Capital | For | For | Management |
Page 36
TECK RESOURCES, LTD.
| Ticker: | TECK.B | Security ID: | 878742204 | |||
| Meeting Date: | APR 26, 2023 | Meeting Type: | Annual/Special | |||
| Record Date: | MAR 07, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1.1 | Elect Director Arnoud J. Balhuizen | For | For | Management | ||||
| 1.2 | Elect Director Harry “Red” M. Conger, IV | For | For | Management | ||||
| 1.3 | Elect Director Edward C. Dowling, Jr. | For | For | Management | ||||
| 1.4 | Elect Director Norman B. Keevil, III | For | For | Management | ||||
| 1.5 | Elect Director Tracey L. McVicar | For | For | Management | ||||
| 1.6 | Elect Director Sheila A. Murray | For | For | Management | ||||
| 1.7 | Elect Director Una M. Power | For | For | Management | ||||
| 1.8 | Elect Director Jonathan H. Price | For | For | Management | ||||
| 1.9 | Elect Director Yoshihiro Sagawa | For | For | Management | ||||
| 1.10 | Elect Director Paul G. Schiodtz | For | For | Management | ||||
| 1.11 | Elect Director Timothy R. Snider | For | For | Management | ||||
| 1.12 | Elect Director Sarah A. Strunk | For | For | Management | ||||
| 2 | Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration | For | For | Management | ||||
| 3 | Approve Spin-Off Agreement with Elk Valley Resources Ltd. | For | Against | Management | ||||
| 4 | Approve EVR Stock Option Plan | For | Against | Management | ||||
| 5 | Approve EVR Shareholder Rights Plan | For | Against | Management | ||||
| 6 | Approve Dual Class Amendment | For | For | Management | ||||
| 7 | Advisory Vote on Executive Compensation Approach | For | For | Management |
TELEVISION BROADCASTS, LTD.
| Ticker: | 511 | Security ID: | Y85830126 | |||
| Meeting Date: | MAY 31, 2023 | Meeting Type: | Annual | |||
| Record Date: | MAY 02, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2.1 | Elect Li Ruigang as Director | For | Against | Management | ||||
| 2.2 | Elect Felix Fong Wo as Director | For | For | Management | ||||
| 3 | Approve PricewaterhouseCoopers as Auditor and Authorize Board to Fix Their Remuneration | For | For | Management | ||||
| 4 | Approve Issuance of Equity or Equity-Linked Securities without Pre-emptive Rights | For | For | Management | ||||
| 5 | Authorize Repurchase of Issued Share Capital | For | For | Management | ||||
| 6 | Approve Extension of Book Close Period from 30 Days to 60 Days | For | Against | Management |
Page 37
TOTALENERGIES SE
| Ticker: | TTE | Security ID: | F92124100 | |||
| Meeting Date: | MAY 26, 2023 | Meeting Type: | Annual/Special | |||
| Record Date: | MAY 24, 2023 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | Management | ||||
| 3 | Approve Allocation of Income and Dividends of EUR 3.81 per Share | For | For | Management | ||||
| 4 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | Management | ||||
| 5 | Approve Auditors’ Special Report on Related-Party Transactions Mentioning the Absence of New Transactions | For | For | Management | ||||
| 6 | Re-elect Marie-Christine Coisne-Roquette as Director | For | For | Management | ||||
| 7 | Re-elect Mark Cutifani as Director | For | For | Management | ||||
| 8 | Elect Dierk Paskert as Director | For | For | Management | ||||
| 9 | Elect Anelise Lara as Director | For | For | Management | ||||
| 10 | Approve Compensation Report of Corporate Officers | For | For | Management | ||||
| 11 | Approve Remuneration Policy of Directors; Approve Remuneration of Directors in the Aggregate Amount of EUR 1.95 Million | For | For | Management | ||||
| 12 | Approve Compensation of Patrick Pouyanne, Chairman and CEO | For | For | Management | ||||
| 13 | Approve Remuneration Policy of Chairman and CEO | For | For | Management | ||||
| 14 | Approve the Company’s Sustainable Development and Energy Transition Plan | For | For | Management | ||||
| 15 | Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plans | For | For | Management | ||||
| 16 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | For | For | Management | ||||
| 17 | Remove Double-Voting Rights for Long-Term Registered Shareholders and Amend Article 18 of Bylaws Accordingly | For | For | Management | ||||
| A | Align Targets for Indirect Scope 3 Emissions with the Paris Climate Agreement (Advisory) | Against | Against | Shareholder |
UBS GROUP AG
| Ticker: | UBSG | Security ID: | H42097107 | |||
| Meeting Date: | APR 05, 2023 | Meeting Type: | Annual | |||
| Record Date: |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Approve Remuneration Report | For | For | Management | ||||
| 3 | Approve Sustainability Report | For | For | Management | ||||
| 4 | Approve Allocation of Income and Dividends of USD 0.55 per Share | For | For | Management | ||||
| 5.1 | Amend Articles Re: General Meeting | For | For | Management | ||||
| 5.2 | Approve Virtual-Only Shareholder Meetings | For | Against | Management | ||||
| 5.3 | Amend Articles Re: Compensation; External Mandates for Members of the Board of Directors and Executive Committee; Editorial Changes | For | For | Management | ||||
| 5.4 | Amend Articles Re: Shares and Share Register | For | For | Management | ||||
| 6 | Approve Discharge of Board and Senior Management, excluding French Cross-Border Matter | For | For | Management | ||||
| 7.1 | Re-elect Colm Kelleher as Director and Board Chair | For | For | Management | ||||
| 7.2 | Re-elect Lukas Gaehwiler as Director | For | For | Management | ||||
| 7.3 | Re-elect Jeremy Anderson as Director | For | For | Management | ||||
| 7.4 | Re-elect Claudia Boeckstiegel as Director | For | For | Management | ||||
| 7.5 | Re-elect William Dudley as Director | For | For | Management | ||||
| 7.6 | Re-elect Patrick Firmenich as Director | For | For | Management | ||||
| 7.7 | Re-elect Fred Hu as Director | For | For | Management | ||||
| 7.8 | Re-elect Mark Hughes as Director | For | For | Management | ||||
| 7.9 | Re-elect Nathalie Rachou as Director | For | For | Management | ||||
| 7.10 | Re-elect Julie Richardson as Director | For | For | Management | ||||
| 7.11 | Re-elect Dieter Wemmer as Director | For | For | Management | ||||
| 7.12 | Re-elect Jeanette Wong as Director | For | For | Management | ||||
| 8.1 | Reappoint Julie Richardson as Chairperson of the Compensation Committee | For | For | Management | ||||
| 8.2 | Reappoint Dieter Wemmer as Member of the Compensation Committee | For | For | Management | ||||
| 8.3 | Reappoint Jeanette Wong as Member of the Compensation Committee | For | For | Management | ||||
| 9.1 | Approve Remuneration of Directors in the Amount of CHF 13 Million | For | For | Management | ||||
| 9.2 | Approve Variable Remuneration of Executive Committee in the Amount of CHF 81.1 Million | For | For | Management | ||||
| 9.3 | Approve Fixed Remuneration of Executive Committee in the Amount of CHF 33 Million | For | For | Management | ||||
| 10.1 | Designate ADB Altorfer Duss & Beilstein AG as Independent Proxy | For | For | Management | ||||
| 10.2 | Ratify Ernst & Young AG as Auditors | For | For | Management | ||||
| 11 | Approve CHF 6.3 Million Reduction in Share Capital as Part of the Share Buyback Program via Cancellation of Repurchased Shares | For | For | Management | ||||
| 12 | Authorize Repurchase of up to USD 6 Billion in Issued Share Capital | For | For | Management | ||||
| 13.1 | Approve CHF 25.9 Million Reduction in Share Capital via Reduction of Nominal Value and Allocation to Capital Contribution Reserves | For | For | Management | ||||
| 13.2 | Approve Conversion of Currency of the Share Capital from CHF to USD | For | For | Management | ||||
| 14 | Transact Other Business (Voting) | None | Against | Management |
Page 38
XP, INC.
| Ticker: | XP | Security ID: | G98239109 | |||
| Meeting Date: | OCT 18, 2022 | Meeting Type: | Annual | |||
| Record Date: | SEP 19, 2022 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Accept Financial Statements and Statutory Reports | For | For | Management | ||||
| 2 | Elect Director Cristiana Pereira | For | For | Management | ||||
| 3 | Approve Changes in Authorized Share Capital | For | Against | Management | ||||
| 4 | Amend Articles of Association | For | Against | Management |
YAMAHA MOTOR CO., LTD.
| Ticker: | 7272 | Security ID: | J95776126 | |||
| Meeting Date: | MAR 22, 2023 | Meeting Type: | Annual | |||
| Record Date: | DEC 31, 2022 |
| # |
Proposal |
Mgt Rec |
Vote Cast |
Sponsor | ||||
| 1 | Approve Allocation of Income, with a Final Dividend of JPY 67.5 | For | For | Management | ||||
| 2.1 | Elect Director Watanabe, Katsuaki | For | For | Management | ||||
| 2.2 | Elect Director Hidaka, Yoshihiro | For | For | Management | ||||
| 2.3 | Elect Director Maruyama, Heiji | For | For | Management | ||||
| 2.4 | Elect Director Matsuyama, Satohiko | For | For | Management | ||||
| 2.5 | Elect Director Shitara, Motofumi | For | For | Management | ||||
| 2.6 | Elect Director Nakata, Takuya | For | For | Management | ||||
| 2.7 | Elect Director Kamigama, Takehiro | For | For | Management | ||||
| 2.8 | Elect Director Tashiro, Yuko | For | For | Management | ||||
| 2.9 | Elect Director Ohashi, Tetsuji | For | For | Management | ||||
| 2.10 | Elect Director Jin Song Montesano | For | For | Management | ||||
| 3.1 | Appoint Statutory Auditor Saito, Junzo | For | For | Management | ||||
| 3.2 | Appoint Statutory Auditor Tsumabuki, Tadashi | For | For | Management | ||||
| 3.3 | Appoint Statutory Auditor Yone, Masatake | For | For | Management | ||||
| 3.4 | Appoint Statutory Auditor Ujihara, Ayumi | For | For | Management |
Page 39
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.
| Dodge & Cox Funds | ||
| (Registrant) | ||
| By | /s/ Dana M. Emery | |
| Chair and President, Dodge & Cox Funds | ||
| Date |
8/23/23 | |