N-PX 1 dnpxauxier2023.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY INVESTMENT COMPANY ACT FILE NUMBER 811-03023 FORUM FUNDS THREE CANAL PLAZA, SUITE 600 PORTLAND, MAINE 04101 207-347-2090 ZAC TACKETT, PRESIDENT THREE CANAL PLAZA, SUITE 600 PORTLAND, MAINE 04101 Date of fiscal year end: JUNE 30 AUXIER FOCUS FUND Date of reporting period: July 1, 2022--June 30, 2023 ITEM 1: PROXY VOTING RECORD Auxier Focus Fund Proxy Voting Record July 1, 2022 - June 30, 2023 -------------------------------------------------------------------------------------------------------------------------- ABBOTT LABORATORIES Agenda Number: 935777865 -------------------------------------------------------------------------------------------------------------------------- Security: 002824100 Meeting Type: Annual Meeting Date: 28-Apr-2023 Ticker: ABT ISIN: US0028241000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: R. J. Alpern Mgmt For For 1b. Election of Director: C. Babineaux-Fontenot Mgmt For For 1c. Election of Director: S. E. Blount Mgmt For For 1d. Election of Director: R. B. Ford Mgmt For For 1e. Election of Director: P. Gonzalez Mgmt For For 1f. Election of Director: M. A. Kumbier Mgmt For For 1g. Election of Director: D. W. McDew Mgmt For For 1h. Election of Director: N. McKinstry Mgmt For For 1i. Election of Director: M. G. O'Grady Mgmt For For 1j. Election of Director: M. F. Roman Mgmt For For 1k. Election of Director: D. J. Starks Mgmt For For 1l. Election of Director: J. G. Stratton Mgmt For For 2. Ratification of Ernst & Young LLP As Mgmt For For Auditors 3. Say on Pay - An Advisory Vote on the Mgmt For For Approval of Executive Compensation 4. Say When on Pay - An Advisory Vote on the Mgmt 1 Year For Approval of the Frequency of Shareholder Votes on Executive Compensation 5. Shareholder Proposal - Special Shareholder Shr Against For Meeting Threshold 6. Shareholder Proposal - Independent Board Shr Against For Chairman 7. Shareholder Proposal - Lobbying Disclosure Shr Against For 8. Shareholder Proposal - Incentive Shr Against For Compensation -------------------------------------------------------------------------------------------------------------------------- ABBVIE INC. Agenda Number: 935786484 -------------------------------------------------------------------------------------------------------------------------- Security: 00287Y109 Meeting Type: Annual Meeting Date: 05-May-2023 Ticker: ABBV ISIN: US00287Y1091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class II Director: Robert J. Mgmt For For Alpern 1b. Election of Class II Director: Melody B. Mgmt For For Meyer 1c. Election of Class II Director: Frederick H. Mgmt For For Waddell 2. Ratification of Ernst & Young LLP as Mgmt For For AbbVie's independent registered public accounting firm for 2023. 3. Say on Pay - An advisory vote on the Mgmt For For approval of executive compensation. 4. Approval of a management proposal regarding Mgmt For For amendment of the certificate of incorporation to eliminate supermajority voting. 5. Stockholder Proposal - to Implement Simple Shr Against For Majority Vote. 6. Stockholder Proposal - to Issue an Annual Shr Against For Report on Political Spending. 7. Stockholder Proposal - to Issue an Annual Shr Against For Report on Lobbying. 8. Stockholder Proposal - to Issue a Report on Shr Against For Patent Process. -------------------------------------------------------------------------------------------------------------------------- AFLAC INCORPORATED Agenda Number: 935785038 -------------------------------------------------------------------------------------------------------------------------- Security: 001055102 Meeting Type: Annual Meeting Date: 01-May-2023 Ticker: AFL ISIN: US0010551028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until the Mgmt For For next annual meeting: Daniel P. Amos 1b. Election of Director to serve until the Mgmt For For next annual meeting: W. Paul Bowers 1c. Election of Director to serve until the Mgmt For For next annual meeting: Arthur R. Collins 1d. Election of Director to serve until the Mgmt For For next annual meeting: Miwako Hosoda 1e. Election of Director to serve until the Mgmt For For next annual meeting: Thomas J. Kenny 1f. Election of Director to serve until the Mgmt For For next annual meeting: Georgette D. Kiser 1g. Election of Director to serve until the Mgmt For For next annual meeting: Karole F. Lloyd 1h. Election of Director to serve until the Mgmt For For next annual meeting: Nobuchika Mori 1i. Election of Director to serve until the Mgmt For For next annual meeting: Joseph L. Moskowitz 1j. Election of Director to serve until the Mgmt For For next annual meeting: Barbara K. Rimer, DrPH 1k. Election of Director to serve until the Mgmt For For next annual meeting: Katherine T. Rohrer 2. To consider the following non-binding Mgmt For For advisory proposal: "Resolved, on an advisory basis, the shareholders of Aflac Incorporated approve the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and accompanying tables and narrative in the Notice of 2023 Annual Meeting of Shareholders and Proxy Statement". 3. Non-binding, advisory vote on the frequency Mgmt 1 Year For of future advisory votes on executive compensation. 4. To consider and act upon the ratification Mgmt For For of the appointment of KPMG LLP as independent registered public accounting firm of the Company for the year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- ALIBABA GROUP HOLDING LIMITED Agenda Number: 935699807 -------------------------------------------------------------------------------------------------------------------------- Security: 01609W102 Meeting Type: Annual Meeting Date: 30-Sep-2022 Ticker: BABA ISIN: US01609W1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: DANIEL YONG ZHANG (To Mgmt For For serve as a Group II director for a term of office to expire at the third succeeding annual general meeting after his or her election.) 1.2 Election of Director: JERRY YANG (To serve Mgmt For For as a Group II director for a term of office to expire at the third succeeding annual general meeting after his or her election.) 1.3 Election of Director: WAN LING MARTELLO (To Mgmt For For serve as a Group II director for a term of office to expire at the third succeeding annual general meeting after his or her election.) 1.4 Election of Director: WEIJIAN SHAN (To Mgmt For For serve the remaining term of the Company's Group I directors, which will end at the Company's 2024 annual general meeting.) 1.5 Election of Director: IRENE YUN-LIEN LEE Mgmt For For (To serve the remaining term of the Company's Group I directors, which will end at the Company's 2024 annual general meeting.) 1.6 Election of Director: ALBERT KONG PING NG Mgmt For For (To serve as a Group II director for a term of office to expire at the third succeeding annual general meeting after his or her election.) 2. Ratify the appointment of Mgmt For For PricewaterhouseCoopers as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2023. -------------------------------------------------------------------------------------------------------------------------- ALPHABET INC. Agenda Number: 935830946 -------------------------------------------------------------------------------------------------------------------------- Security: 02079K305 Meeting Type: Annual Meeting Date: 02-Jun-2023 Ticker: GOOGL ISIN: US02079K3059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Larry Page Mgmt For For 1b. Election of Director: Sergey Brin Mgmt For For 1c. Election of Director: Sundar Pichai Mgmt For For 1d. Election of Director: John L. Hennessy Mgmt For For 1e. Election of Director: Frances H. Arnold Mgmt For For 1f. Election of Director: R. Martin "Marty" Mgmt For For Chavez 1g. Election of Director: L. John Doerr Mgmt For For 1h. Election of Director: Roger W. Ferguson Jr. Mgmt For For 1i. Election of Director: Ann Mather Mgmt For For 1j. Election of Director: K. Ram Shriram Mgmt For For 1k. Election of Director: Robin L. Washington Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as Alphabet's independent registered public accounting firm for the fiscal year ending December 31, 2023 3. Approval of amendment and restatement of Mgmt For For Alphabet's Amended and Restated 2021 Stock Plan to increase the share reserve by 170,000,000 (post stock split) shares of Class C capital stock 4. Advisory vote to approve compensation Mgmt For For awarded to named executive officers 5. Advisory vote on the frequency of advisory Mgmt 3 Years For votes to approve compensation awarded to named executive officers 6. Stockholder proposal regarding a lobbying Shr Against For report 7. Stockholder proposal regarding a congruency Shr Against For report 8. Stockholder proposal regarding a climate Shr Against For lobbying report 9. Stockholder proposal regarding a report on Shr Against For reproductive rights and data privacy 10. Stockholder proposal regarding a human Shr Against For rights assessment of data center siting 11. Stockholder proposal regarding a human Shr Against For rights assessment of targeted ad policies and practices 12. Stockholder proposal regarding algorithm Shr Against For disclosures 13. Stockholder proposal regarding a report on Shr Against For alignment of YouTube policies with legislation 14. Stockholder proposal regarding a content Shr Against For governance report 15. Stockholder proposal regarding a Shr Against For performance review of the Audit and Compliance Committee 16. Stockholder proposal regarding bylaws Shr Against For amendment 17. Stockholder proposal regarding "executives Shr Against For to retain significant stock" 18. Stockholder proposal regarding equal Shr Against For shareholder voting -------------------------------------------------------------------------------------------------------------------------- ALTRIA GROUP, INC. Agenda Number: 935804965 -------------------------------------------------------------------------------------------------------------------------- Security: 02209S103 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: MO ISIN: US02209S1033 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Ian L.T. Clarke Mgmt For For 1b. Election of Director: Marjorie M. Connelly Mgmt For For 1c. Election of Director: R. Matt Davis Mgmt For For 1d. Election of Director: William F. Gifford, Mgmt For For Jr. 1e. Election of Director: Jacinto J. Hernandez Mgmt For For 1f. Election of Director: Debra J. Kelly-Ennis Mgmt For For 1g. Election of Director: Kathryn B. McQuade Mgmt For For 1h. Election of Director: George Munoz Mgmt For For 1i. Election of Director: Nabil Y. Sakkab Mgmt For For 1j. Election of Director: Virginia E. Shanks Mgmt For For 1k. Election of Director: Ellen R. Strahlman Mgmt For For 1l. Election of Director: M. Max Yzaguirre Mgmt For For 2. Ratification of the Selection of Mgmt For For Independent Registered Public Accounting Firm 3. Non-Binding Advisory Vote to Approve the Mgmt For For Compensation of Altria's Named Executive Officers 4. Non-Binding Advisory Vote on the Frequency Mgmt 1 Year For of Future Advisory Votes to Approve the Compensation of Altria's Named Executive Officers 5. Shareholder Proposal - Report on Congruence Shr Against For of Political and Lobbying Expenditures with Company Values and Policies 6. Shareholder Proposal - Commission a Civil Shr Against For Rights Equity Audit -------------------------------------------------------------------------------------------------------------------------- AMERICA MOVIL, S.A.B. DE C.V. Agenda Number: 935749361 -------------------------------------------------------------------------------------------------------------------------- Security: 02364W105 Meeting Type: Special Meeting Date: 20-Dec-2022 Ticker: AMX ISIN: US02364W1053 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management I Proposal to convert Series "L" shares, with Mgmt For limited voting rights, into common shares of a new single Series, as well as presentation of the amendment to the Company's bylaws. Adoption of resolutions thereon. II Appointment of delegates to execute and, if Mgmt For applicable, formalize the resolutions adopted by the meeting. Adoption of resolutions thereon. -------------------------------------------------------------------------------------------------------------------------- AMERICA MOVIL, S.A.B. DE C.V. SERIES B Agenda Number: 935818875 -------------------------------------------------------------------------------------------------------------------------- Security: 02390A101 Meeting Type: Annual Meeting Date: 14-Apr-2023 Ticker: AMX ISIN: US02390A1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a The report of the Chief Executive Officer Mgmt For provided for in Article 172 of the Mexican General Corporations Law (Ley General de Sociedades Mercantiles), and Section XI of Article 44 of the Mexican Securities Market Law (Ley del Mercado de Valores), together with the report of the external auditor, on the Company's operations and results during the year ended on December 31, 2022, and the opinion of the Board of Directors thereon. 1b The Board of Directors' report referred to Mgmt For in article 172, paragraph (b) of the Mexican General Corporations Law (Ley General de Sociedades Mercantiles), on the principal accounting and information policies and criteria followed in connection with the preparation of the Company's financial information. 1c The Board of Directors' annual report, Mgmt For referred to in Section IV (e) of Article 28 of the Mexican Securities Market Law (Ley del Mercado de Valores), on its activities for the year ended December 31, 2022. 1d The 2022 annual report on the activities of Mgmt For the Audit and Corporate Practices Committee, referred to in Article 43 of the Mexican Securities Market Law (Ley del Mercado de Valores). 1e The Consolidated Financial Statements of Mgmt For the Company for the year ended on December 31, 2022, including a proposal to pay a dividend from the Company's profit tax account (cuenta de utilidad fiscal) 1f The annual report on the Company's share Mgmt For repurchase program for the year ended on December 31, 2022. 2a Approval, if applicable, of the Board of Mgmt For Directors and Chief Executive Officer performance during the fiscal year 2022. 2ba Appoint member of the Board of Directors of Mgmt For the Company: Carlos Slim Domit (Chairman) 2bb Appoint member of the Board of Directors of Mgmt For the Company: Patrick Slim Domit (Cochairman) 2bc Appoint member of the Board of Directors of Mgmt For the Company: Antonio Cosio Pando 2bd Appoint member of the Board of Directors of Mgmt For the Company: Pablo Roberto Gonzalez Guajardo 2be Appoint member of the Board of Directors of Mgmt For the Company: Daniel Hajj Aboumrad 2bf Appoint member of the Board of Directors of Mgmt For the Company: Vanessa Hajj Slim 2bg Appoint member of the Board of Directors of Mgmt For the Company: David Ibarra Munoz 2bh Appoint member of the Board of Directors of Mgmt For the Company: Claudia Janez Sanchez 2bi Appoint member of the Board of Directors of Mgmt For the Company: Rafael Moises Kalach Mizrahi 2bj Appoint member of the Board of Directors of Mgmt For the Company: Francisco Medina Chavez 2bk Appoint member of the Board of Directors of Mgmt For the Company: Gisselle Moran Jimenez 2bl Appoint member of the Board of Directors of Mgmt For the Company: Luis Alejandro Soberon Kuri 2bm Appoint member of the Board of Directors of Mgmt For the Company: Ernesto Vega Velasco 2bn Appoint member of the Board of Directors of Mgmt For the Company: Oscar Von Hauske Solis 2bo Appoint member of the Board of Directors of Mgmt For the Company: Alejandro CantU Jimenez (Corporate Secretary non-member of the Board of Directors) 2bp Appoint member of the Board of Directors of Mgmt For the Company: Rafael Robles Miaja (Corporate Pro-Secretary non-member of the Board of Directors) 2c Approval, if applicable, of the Mgmt For compensation to the Board of Directors' members. Adoption of resolutions thereon. 3a Approval, if applicable, of the Executive Mgmt For Committee performance during the fiscal year 2022. 3ba Appoint as member of the Executive Mgmt For Committee: Carlos Slim Domit (Chairman) 3bb Appoint as member of the Executive Mgmt For Committee: Patrick Slim Domit 3bc Appoint as member of the Executive Mgmt For Committee: Daniel Hajj Aboumrad 3c Approval, if applicable, of their Mgmt For compensation. Adoption of resolutions thereon. 4a Approval, if applicable, of the performance Mgmt For of the Company's Corporate Practices Committee during the fiscal year 2022 4ba Appoint as member of the Company's Mgmt For Corporate Practices Committee: Ernesto Vega Velasco (Chairman) 4bb Appoint as member of the Company's Mgmt For Corporate Practices Committee: Pablo Roberto Gonzalez Guajardo 4bc Appoint as member of the Company's Mgmt For Corporate Practices Committee: Rafael Moises Kalach Mizrahi 4c Approval, if applicable, of their Mgmt For compensation. Adoption of resolutions thereon. 5 Submission and, if applicable, approval of Mgmt For a proposal to determine the amount of resources to be allocated to the Company's share repurchase program. Adoption of resolutions thereon. 6 Appointment of delegates to execute, and Mgmt For if, applicable, formalize the resolutions adopted by the meeting. Adoption of resolutions thereon. E1 Submission and if applicable, approval of a Mgmt For proposal to cancel the Company's shares held by the Company as treasury shares and acquired pursuant to its share buyback program. Adoption of resolutions thereon. E2 Proposal to amend article six of the Mgmt For Company's bylaws in order to implement the resolutions adopted, if the case, in relation with the proposal to cancel the Company's shares held by the Company as treasury shares and acquired pursuant to its share buyback program. Adoption of resolutions thereon. E3 Appointment of delegates to execute, and Mgmt For if, applicable, formalize the resolutions adopted by the meeting. Adoption of resolutions thereon. -------------------------------------------------------------------------------------------------------------------------- AMERICA MOVIL, S.A.B. DE C.V. SERIES B Agenda Number: 935811489 -------------------------------------------------------------------------------------------------------------------------- Security: 02390A101 Meeting Type: Annual Meeting Date: 14-Apr-2023 Ticker: AMX ISIN: US02390A1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a The report of the Chief Executive Officer Mgmt For provided for in Article 172 of the Mexican General Corporations Law (Ley General de Sociedades Mercantiles), and Section XI of Article 44 of the Mexican Securities Market Law (Ley del Mercado de Valores), together with the report of the external auditor, on the Company's operations and results during the year ended on December 31, 2022, and the opinion of the Board of Directors thereon. 1b The Board of Directors' report referred to Mgmt For in article 172, paragraph (b) of the Mexican General Corporations Law (Ley General de Sociedades Mercantiles), on the principal accounting and information policies and criteria followed in connection with the preparation of the Company's financial information. 1c The Board of Directors' annual report, Mgmt For referred to in Section IV (e) of Article 28 of the Mexican Securities Market Law (Ley del Mercado de Valores), on its activities for the year ended December 31, 2022. 1d The 2022 annual report on the activities of Mgmt For the Audit and Corporate Practices Committee, referred to in Article 43 of the Mexican Securities Market Law (Ley del Mercado de Valores). 1e The Consolidated Financial Statements of Mgmt For the Company for the year ended on December 31, 2022, including a proposal to pay a dividend from the Company's profit tax account (cuenta de utilidad fiscal) 1f The annual report on the Company's share Mgmt For repurchase program for the year ended on December 31, 2022. 2a Approval, if applicable, of the Board of Mgmt For Directors and Chief Executive Officer performance during the fiscal year 2022. 2ba Appoint member of the Board of Directors of Mgmt For the Company: Carlos Slim Domit (Chairman) 2bb Appoint member of the Board of Directors of Mgmt For the Company: Patrick Slim Domit (Cochairman) 2bc Appoint member of the Board of Directors of Mgmt For the Company: Antonio Cosio Pando 2bd Appoint member of the Board of Directors of Mgmt For the Company: Pablo Roberto Gonzalez Guajardo 2be Appoint member of the Board of Directors of Mgmt For the Company: Daniel Hajj Aboumrad 2bf Appoint member of the Board of Directors of Mgmt For the Company: Vanessa Hajj Slim 2bg Appoint member of the Board of Directors of Mgmt For the Company: David Ibarra Munoz 2bh Appoint member of the Board of Directors of Mgmt For the Company: Claudia Janez Sanchez 2bi Appoint member of the Board of Directors of Mgmt For the Company: Rafael Moises Kalach Mizrahi 2bj Appoint member of the Board of Directors of Mgmt For the Company: Francisco Medina Chavez 2bk Appoint member of the Board of Directors of Mgmt For the Company: Gisselle Moran Jimenez 2bl Appoint member of the Board of Directors of Mgmt For the Company: Luis Alejandro Soberon Kuri 2bm Appoint member of the Board of Directors of Mgmt For the Company: Ernesto Vega Velasco 2bn Appoint member of the Board of Directors of Mgmt For the Company: Oscar Von Hauske Solis 2bo Appoint member of the Board of Directors of Mgmt For the Company: Alejandro Cantu Jimenez (Corporate Secretary non-member of the Board of Directors) 2bp Appoint member of the Board of Directors of Mgmt For the Company: Rafael Robles Miaja (Corporate Pro-Secretary non-member of the Board of Directors) 2c Approval, if applicable, of the Mgmt For compensation to the Board of Directors' members. Adoption of resolutions thereon. 3a Approval, if applicable, of the Executive Mgmt For Committee performance during the fiscal year 2022. 3ba Appoint as member of the Executive Mgmt For Committee: Carlos Slim Domit (Chairman) 3bb Appoint as member of the Executive Mgmt For Committee: Patrick Slim Domit 3bc Appoint as member of the Executive Mgmt For Committee: Daniel Hajj Aboumrad 3c Approval, if applicable, of their Mgmt For compensation. Adoption of resolutions thereon. 4a Approval, if applicable, of the performance Mgmt For of the Company's Corporate Practices Committee during the fiscal year 2022 4ba Appoint as member of the Company's Mgmt For Corporate Practices Committee: Ernesto Vega Velasco (Chairman) 4bb Appoint as member of the Company's Mgmt For Corporate Practices Committee: Pablo Roberto Gonzalez Guajardo 4bc Appoint as member of the Company's Mgmt For Corporate Practices Committee: Rafael Moises Kalach Mizrahi 4c Approval, if applicable, of their Mgmt For compensation. Adoption of resolutions thereon. 5 Submission and, if applicable, approval of Mgmt For a proposal to determine the amount of resources to be allocated to the Company's share repurchase program. Adoption of resolutions thereon. 6 Appointment of delegates to execute, and Mgmt For if, applicable, formalize the resolutions adopted by the meeting. Adoption of resolutions thereon. E1 Submission and if applicable, approval of a Mgmt For proposal to cancel the Company's shares held by the Company as treasury shares and acquired pursuant to its share buyback program. Adoption of resolutions thereon. E2 Proposal to amend article six of the Mgmt For Company's bylaws in order to implement the resolutions adopted, if the case, in relation with the proposal to cancel the Company's shares held by the Company as treasury shares and acquired pursuant to its share buyback program. Adoption of resolutions thereon. E3 Appointment of delegates to execute, and Mgmt Take No Action if, applicable, formalize the resolutions adopted by the meeting. Adoption of resolutions thereon. -------------------------------------------------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Agenda Number: 935793629 -------------------------------------------------------------------------------------------------------------------------- Security: 026874784 Meeting Type: Annual Meeting Date: 10-May-2023 Ticker: AIG ISIN: US0268747849 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: PAOLA BERGAMASCHI Mgmt For For 1b. Election of Director: JAMES COLE, JR. Mgmt For For 1c. Election of Director: W. DON CORNWELL Mgmt For For 1d. Election of Director: LINDA A. MILLS Mgmt For For 1e. Election of Director: DIANA M. MURPHY Mgmt For For 1f. Election of Director: PETER R. PORRINO Mgmt For For 1g. Election of Director: JOHN G. RICE Mgmt For For 1h. Election of Director: THERESE M. VAUGHAN Mgmt For For 1i. Election of Director: VANESSA A. WITTMAN Mgmt For For 1j. Election of Director: PETER ZAFFINO Mgmt For For 2. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation. 3. Ratify Appointment of Mgmt For For PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2023. 4. Shareholder Proposal Requesting an Shr Against For Independent Board Chair Policy. -------------------------------------------------------------------------------------------------------------------------- AMERIPRISE FINANCIAL, INC. Agenda Number: 935779148 -------------------------------------------------------------------------------------------------------------------------- Security: 03076C106 Meeting Type: Annual Meeting Date: 26-Apr-2023 Ticker: AMP ISIN: US03076C1062 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: James M. Cracchiolo Mgmt For For 1b. Election of Director: Robert F. Sharpe, Jr. Mgmt For For 1c. Election of Director: Dianne Neal Blixt Mgmt For For 1d. Election of Director: Amy DiGeso Mgmt For For 1e. Election of Director: Christopher J. Mgmt For For Williams 1f. Election of Director: Armando Pimentel, Jr. Mgmt For For 1g. Election of Director: Brian T. Shea Mgmt For For 1h. Election of Director: W. Edward Walter III Mgmt For For 2. To approve the compensation of the named Mgmt For For executive officers by a nonbinding advisory vote. 3. To approve a nonbinding advisory vote on Mgmt 1 Year For the frequency of shareholder approval of the compensation of the named executive officers. 4. To approve the Ameriprise Financial 2005 Mgmt For For incentive compensation plan, as amended and restated. 5. To ratify the Audit and Risk Committee's Mgmt For For selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- ARCOS DORADOS HOLDINGS INC Agenda Number: 935822622 -------------------------------------------------------------------------------------------------------------------------- Security: G0457F107 Meeting Type: Annual Meeting Date: 28-Apr-2023 Ticker: ARCO ISIN: VGG0457F1071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Consideration and approval of the Financial Mgmt For For Statements of the Company corresponding to the fiscal year ended December 31, 2022, the Independent Report of the External Auditors EY (Pistrelli, Henry Martin y Asociados S.R.L., member firm of Ernst & Young Global), and the Notes corresponding to the fiscal year ended December 31, 2022. 2. Appointment and remuneration of EY Mgmt For For (Pistrelli, Henry Martin y Asociados S.R.L., member firm of Ernst & Young Global), as the Company's independent auditors for the fiscal year ending December 31, 2023. 3. DIRECTOR Mr. Michael Chu Mgmt For For Mr. Jose Alberto Velez Mgmt For For Mr. Jose Fernandez Mgmt For For Ms. Karla Berman Mgmt For For -------------------------------------------------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Agenda Number: 935779782 -------------------------------------------------------------------------------------------------------------------------- Security: 060505104 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: BAC ISIN: US0605051046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Sharon L. Allen Mgmt For For 1b. Election of Director: Jose (Joe) E. Almeida Mgmt For For 1c. Election of Director: Frank P. Bramble, Sr. Mgmt For For 1d. Election of Director: Pierre J. P. de Weck Mgmt For For 1e. Election of Director: Arnold W. Donald Mgmt For For 1f. Election of Director: Linda P. Hudson Mgmt For For 1g. Election of Director: Monica C. Lozano Mgmt For For 1h. Election of Director: Brian T. Moynihan Mgmt For For 1i. Election of Director: Lionel L. Nowell III Mgmt For For 1j. Election of Director: Denise L. Ramos Mgmt For For 1k. Election of Director: Clayton S. Rose Mgmt For For 1l. Election of Director: Michael D. White Mgmt For For 1m. Election of Director: Thomas D. Woods Mgmt For For 1n. Election of Director: Maria T. Zuber Mgmt For For 2. Approving our executive compensation (an Mgmt For For advisory, non-binding "Say on Pay" resolution) 3. A vote on the frequency of future "Say on Mgmt 1 Year For Pay" resolutions (an advisory, non-binding "Say on Frequency" resolution) 4. Ratifying the appointment of our Mgmt For For independent registered public accounting firm for 2023 5. Amending and restating the Bank of America Mgmt For For Corporation Equity Plan 6. Shareholder proposal requesting an Shr Against For independent board chair 7. Shareholder proposal requesting shareholder Shr Against For ratification of termination pay 8. Shareholder proposal requesting greenhouse Shr Against For gas reduction targets 9. Shareholder proposal requesting report on Shr Against For transition planning 10. Shareholder proposal requesting adoption of Shr Against For policy to cease financing new fossil fuel supplies 11. Shareholder proposal requesting a racial Shr Against For equity audit -------------------------------------------------------------------------------------------------------------------------- BECTON, DICKINSON AND COMPANY Agenda Number: 935749789 -------------------------------------------------------------------------------------------------------------------------- Security: 075887109 Meeting Type: Annual Meeting Date: 24-Jan-2023 Ticker: BDX ISIN: US0758871091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: William M. Brown Mgmt For For 1B. Election of Director: Catherine M. Burzik Mgmt For For 1C. Election of Director: Carrie L. Byington Mgmt For For 1D. Election of Director: R Andrew Eckert Mgmt For For 1E. Election of Director: Claire M. Fraser Mgmt For For 1F. Election of Director: Jeffrey W. Henderson Mgmt For For 1G. Election of Director: Christopher Jones Mgmt For For 1H. Election of Director: Marshall O. Larsen Mgmt For For 1I. Election of Director: Thomas E. Polen Mgmt For For 1J. Election of Director: Timothy M. Ring Mgmt For For 1K. Election of Director: Bertram L. Scott Mgmt For For 2. Ratification of the selection of the Mgmt For For independent registered public accounting firm. 3. Advisory vote to approve named executive Mgmt For For officer compensation. 4. Advisory vote to approve the frequency of Mgmt 1 Year For named executive officer compensation advisory votes. 5. Approval of amendments to the 2004 Employee Mgmt For For and Director Equity-Based Compensation Plan. 6. A shareholder proposal to require prior Shr Against For shareholder approval of certain termination payments, if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- BERKSHIRE HATHAWAY INC. Agenda Number: 935785418 -------------------------------------------------------------------------------------------------------------------------- Security: 084670702 Meeting Type: Annual Meeting Date: 06-May-2023 Ticker: BRKB ISIN: US0846707026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Warren E. Buffett Mgmt For For Charles T. Munger Mgmt For For Gregory E. Abel Mgmt For For Howard G. Buffett Mgmt For For Susan A. Buffett Mgmt For For Stephen B. Burke Mgmt For For Kenneth I. Chenault Mgmt For For Christopher C. Davis Mgmt For For Susan L. Decker Mgmt For For Charlotte Guyman Mgmt For For Ajit Jain Mgmt For For Thomas S. Murphy, Jr. Mgmt For For Ronald L. Olson Mgmt For For Wallace R. Weitz Mgmt For For Meryl B. Witmer Mgmt For For 2. Non-binding resolution to approve the Mgmt For For compensation of the Company's Named Executive Officers, as described in the 2023 Proxy Statement. 3. Non-binding resolution to determine the Mgmt 3 Years For frequency (whether annual, biennial or triennial) with which shareholders of the Company shall be entitled to have an advisory vote on executive compensation. 4. Shareholder proposal regarding how the Shr Against For Company manages physical and transitional climate related risks and opportunities. 5. Shareholder proposal regarding how climate Shr Against For related risks are being governed by the Company. 6. Shareholder proposal regarding how the Shr Against For Company intends to measure, disclose and reduce GHG emissions associated with its underwriting, insuring and investment activities. 7. Shareholder proposal regarding the Shr Against For reporting on the effectiveness of the Corporation's diversity, equity and inclusion efforts. 8. Shareholder proposal regarding the adoption Shr Against For of a policy requiring that two separate people hold the offices of the Chairman and the CEO. 9. Shareholder proposal requesting that the Shr Against For Company avoid supporting or taking a public policy position on controversial social and political issues. -------------------------------------------------------------------------------------------------------------------------- BIOGEN INC. Agenda Number: 935850013 -------------------------------------------------------------------------------------------------------------------------- Security: 09062X103 Meeting Type: Annual Meeting Date: 26-Jun-2023 Ticker: BIIB ISIN: US09062X1037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve for a Mgmt For For one-year term extending until the 2024 Annual Meeting: Not Applicable 1b. Election of Director to serve for a Mgmt For For one-year term extending until the 2024 Annual Meeting: Caroline D. Dorsa 1c. Election of Director to serve for a Mgmt For For one-year term extending until the 2024 Annual Meeting: Maria C. Freire 1d. Election of Director to serve for a Mgmt For For one-year term extending until the 2024 Annual Meeting: William A. Hawkins 1e. Election of Director to serve for a Mgmt For For one-year term extending until the 2024 Annual Meeting: Not Applicable 1f. Election of Director to serve for a Mgmt For For one-year term extending until the 2024 Annual Meeting: Jesus B. Mantas 1g. Election of Director to serve for a Mgmt For For one-year term extending until the 2024 Annual Meeting: Not Applicable 1h. Election of Director to serve for a Mgmt For For one-year term extending until the 2024 Annual Meeting: Eric K. Rowinsky 1i. Election of Director to serve for a Mgmt For For one-year term extending until the 2024 Annual Meeting: Stephen A. Sherwin 1j. Election of Director to serve for a Mgmt For For one-year term extending until the 2024 Annual Meeting: Christopher A. Viehbacher 2. To ratify the selection of Mgmt For For PricewaterhouseCoopers LLP as Biogen Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2023. 3. Say on Pay - To approve an advisory vote on Mgmt For For executive compensation. 4. Say When on Pay - To approve an advisory Mgmt 1 Year For vote on the frequency of the advisory vote on executive compensation. 5. To elect Susan Langer as a director Mgmt No vote -------------------------------------------------------------------------------------------------------------------------- BOOKING HOLDINGS INC. Agenda Number: 935842244 -------------------------------------------------------------------------------------------------------------------------- Security: 09857L108 Meeting Type: Annual Meeting Date: 06-Jun-2023 Ticker: BKNG ISIN: US09857L1089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Glenn D. Fogel Mgmt For For Mirian M. Graddick-Weir Mgmt For For Wei Hopeman Mgmt For For Robert J. Mylod, Jr. Mgmt For For Charles H. Noski Mgmt For For Larry Quinlan Mgmt For For Nicholas J. Read Mgmt For For Thomas E. Rothman Mgmt For For Sumit Singh Mgmt For For Lynn V. Radakovich Mgmt For For Vanessa A. Wittman Mgmt For For 2. Advisory vote to approve 2022 executive Mgmt For For compensation. 3. Ratification of Deloitte & Touche LLP as Mgmt For For our independent registered public accounting firm for the fiscal year ending December 31, 2023. 4. Advisory vote on the frequency of future Mgmt 1 Year For non-binding advisory votes on the compensation paid by the Company to its named executive officers. 5. Stockholder proposal requesting a Shr Against For non-binding stockholder vote to ratify termination pay of executives. -------------------------------------------------------------------------------------------------------------------------- BP P.L.C. Agenda Number: 935787664 -------------------------------------------------------------------------------------------------------------------------- Security: 055622104 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: BP ISIN: US0556221044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1 To receive the Annual Report and Accounts Mgmt For For for the year ended 31 December 2022 O2 To approve the directors' remuneration Mgmt For For report O3 To approve the directors' remuneration Mgmt For For policy O4 To re-elect H Lund as a director Mgmt For For O5 To re-elect B Looney as a director Mgmt For For O6 To re-elect M Auchincloss as a director Mgmt For For O7 To re-elect P R Reynolds as a director Mgmt For For O8 To re-elect M B Meyer as a director Mgmt For For O9 To re-elect T Morzaria as a director Mgmt For For O10 To re-elect J Sawers as a director Mgmt For For O11 To re-elect P Daley as a director Mgmt For For O12 To re-elect K Richardson as a director Mgmt For For O13 To re-elect J Teyssen as a director Mgmt For For O14 To elect A Blanc as a director Mgmt For For O15 To elect S Pai as a director Mgmt For For O16 To elect H Nagarajan as a director Mgmt For For O17 To reappoint Deloitte LLP as auditor Mgmt For For O18 To authorize the audit committee to fix the Mgmt For For auditor's remuneration O19 To authorize the company to make political Mgmt For For donations and political expenditure O20 To authorize the directors to allot shares Mgmt For For S21 To authorize the disapplication of Mgmt For For pre-emption rights S22 To authorize the additional disapplication Mgmt For For of pre-emption rights S23 To give limited authority for the purchase Mgmt For For of its own shares by the company S24 To authorize the calling of general Mgmt For For meetings of the company (not being an annual general meeting) by notice of at least 14 clear days S25 Follow This shareholder resolution on Shr Against For climate change targets -------------------------------------------------------------------------------------------------------------------------- BRITISH AMERICAN TOBACCO P.L.C. Agenda Number: 935787474 -------------------------------------------------------------------------------------------------------------------------- Security: 110448107 Meeting Type: Annual Meeting Date: 19-Apr-2023 Ticker: BTI ISIN: US1104481072 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1 Receipt of the 2022 Annual Report and Mgmt For For Accounts O2 Directors' remuneration report Mgmt For For O3 Reappointment of the Auditors Mgmt For For O4 Authority for the Audit Committee to agree Mgmt For For the Auditors' remuneration O5 Re-election of Luc Jobin as a Director Mgmt For For (Nominations) O6 Re-election of Jack Bowles as a Director Mgmt For For O7 Re-election of Tadeu Marroco as a Director Mgmt For For O8 Re-election of Krishnan (Kandy) Anand Mgmt For For (Nominations, Remuneration) O9 Re-election of Sue Farr as a Director Mgmt For For (Nominations, Remuneration) O10 Re-election of Karen Guerra as a Director Mgmt For For (Audit, Nominations) O11 Re-election of Holly Keller Koeppel as a Mgmt For For Director (Audit, Nominations) O12 Re-election of Dimitri Panayotopoulos as a Mgmt For For Director (Nominations, Remuneration) O13 Re-election of Darrell Thomas as a Director Mgmt For For (Audit, Nominations) O14 Re-election of Veronique Laury as a Mgmt For For Director (Audit, Nominations) O15 Authority to make donations to political Mgmt For For organisations and to incur political expenditure O16 Authority to allot securities Mgmt For For S17 Disapplication of statutory pre-emption Mgmt For For rights S18 Authority for market purchases Mgmt For For S19 Notice of general meetings Mgmt For For S20 Articles of association Mgmt For For -------------------------------------------------------------------------------------------------------------------------- CAE INC. Agenda Number: 935688929 -------------------------------------------------------------------------------------------------------------------------- Security: 124765108 Meeting Type: Annual Meeting Date: 10-Aug-2022 Ticker: CAE ISIN: CA1247651088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Ayman Antoun Mgmt For For Margaret S. Billson Mgmt For For Elise Eberwein Mgmt For For Hon. Michael M. Fortier Mgmt For For Marianne Harrison Mgmt For For Alan N. MacGibbon Mgmt For For Mary Lou Maher Mgmt For For Francois Olivier Mgmt For For Marc Parent Mgmt For For Gen. David G. Perkins Mgmt For For Michael E. Roach Mgmt For For Patrick M. Shanahan Mgmt For For Andrew J. Stevens Mgmt For For 2 Appointment of PricewaterhouseCoopers, LLP Mgmt For For as auditors and authorization of the Directors to fix their remuneration. 3 Approving the advisory (non binding) Mgmt For For resolution accepting the approach to executive compensation disclosed in the Information Circular. -------------------------------------------------------------------------------------------------------------------------- CATERPILLAR INC. Agenda Number: 935854794 -------------------------------------------------------------------------------------------------------------------------- Security: 149123101 Meeting Type: Annual Meeting Date: 14-Jun-2023 Ticker: CAT ISIN: US1491231015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Kelly A. Ayotte Mgmt For For 1b. Election of Director: David L. Calhoun Mgmt For For 1c. Election of Director: Daniel M. Dickinson Mgmt For For 1d. Election of Director: James C. Fish, Jr. Mgmt For For 1e. Election of Director: Gerald Johnson Mgmt For For 1f. Election of Director: David W. MacLennan Mgmt For For 1g. Election of Director: Judith F. Marks Mgmt For For 1h. Election of Director: Debra L. Reed-Klages Mgmt For For 1i. Election of Director: Susan C. Schwab Mgmt For For 1j. Election of Director: D. James Umpleby III Mgmt For For 1k. Election of Director: Rayford Wilkins, Jr. Mgmt For For 2. Ratification of our Independent Registered Mgmt For For Public Accounting Firm. 3. Advisory Vote to Approve Executive Mgmt For For Compensation. 4. Advisory Vote on the Frequency of Executive Mgmt 1 Year For Compensation Votes. 5. Approval of Caterpillar Inc. 2023 Long-Term Mgmt For For Incentive Plan. 6. Shareholder Proposal - Report on Corporate Shr Against For Climate Lobbying in Line with Paris Agreement. 7. Shareholder Proposal - Lobbying Disclosure. Shr Against For 8. Shareholder Proposal - Report on Activities Shr Against For in Conflict-Affected Areas. 9. Shareholder Proposal - Civil Rights, Shr Against For Non-Discrimination and Returns to Merit Audit. -------------------------------------------------------------------------------------------------------------------------- CELANESE CORPORATION Agenda Number: 935775847 -------------------------------------------------------------------------------------------------------------------------- Security: 150870103 Meeting Type: Annual Meeting Date: 20-Apr-2023 Ticker: CE ISIN: US1508701034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jean S. Blackwell Mgmt For For 1b. Election of Director: William M. Brown Mgmt For For 1c. Election of Director: Edward G. Galante Mgmt For For 1d. Election of Director: Kathryn M. Hill Mgmt For For 1e. Election of Director: David F. Hoffmeister Mgmt For For 1f. Election of Director: Dr. Jay V. Ihlenfeld Mgmt For For 1g. Election of Director: Deborah J. Kissire Mgmt For For 1h. Election of Director: Michael Koenig Mgmt For For 1i. Election of Director: Kim K.W. Rucker Mgmt For For 1j. Election of Director: Lori J. Ryerkerk Mgmt For For 2. Ratification of the selection of KPMG LLP Mgmt For For as our independent registered public accounting firm for 2023. 3. Advisory approval of executive Mgmt For For compensation. 4. Advisory approval of say on pay vote Mgmt 1 Year For frequency. 5. Approval of the Amended and Restated 2018 Mgmt For For Global Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- CENTRAL PACIFIC FINANCIAL CORP. Agenda Number: 935775392 -------------------------------------------------------------------------------------------------------------------------- Security: 154760409 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: CPF ISIN: US1547604090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Christine H. H. Camp Mgmt For For Earl E. Fry Mgmt For For Jason R. Fujimoto Mgmt For For Jonathan B. Kindred Mgmt For For Paul J. Kosasa Mgmt For For Duane K. Kurisu Mgmt For For Christopher T. Lutes Mgmt For For Arnold D. Martines Mgmt For For A. Catherine Ngo Mgmt For For Saedene K. Ota Mgmt For For Crystal K. Rose Mgmt For For Paul K. Yonamine Mgmt For For 2. To approve, on a non-binding advisory Mgmt For For basis, the compensation of the company's named executive officers ("Say-On-Pay"). 3. To cast a non-binding, advisory vote on the Mgmt 1 Year For frequency of the advisory "Say-On-Pay" vote. 4. To approve the company's 2023 Stock Mgmt For For Compensation Plan. 5. To ratify the appointment of Crowe LLP as Mgmt For For the company's independent registered public accounting firm for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- CHEVRON CORPORATION Agenda Number: 935829284 -------------------------------------------------------------------------------------------------------------------------- Security: 166764100 Meeting Type: Annual Meeting Date: 31-May-2023 Ticker: CVX ISIN: US1667641005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Wanda M. Austin Mgmt For For 1b. Election of Director: John B. Frank Mgmt For For 1c. Election of Director: Alice P. Gast Mgmt For For 1d. Election of Director: Enrique Hernandez, Mgmt For For Jr. 1e. Election of Director: Marillyn A. Hewson Mgmt For For 1f. Election of Director: Jon M. Huntsman Jr. Mgmt For For 1g. Election of Director: Charles W. Moorman Mgmt For For 1h. Election of Director: Dambisa F. Moyo Mgmt For For 1i. Election of Director: Debra Reed-Klages Mgmt For For 1j. Election of Director: D. James Umpleby III Mgmt For For 1k. Election of Director: Cynthia J. Warner Mgmt For For 1l. Election of Director: Michael K. Wirth Mgmt For For 2. Ratification of Appointment of Mgmt For For PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm 3. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation 4. Advisory Vote on the Frequency of Future Mgmt 1 Year For Advisory Votes on Named Executive Officer Compensation 5. Rescind the 2021 "Reduce Scope 3 Emissions" Shr Against For Stockholder Proposal 6. Set a Medium-Term Scope 3 GHG Emissions Shr Against For Reduction Target 7. Recalculate Emissions Baseline to Exclude Shr Against For Emissions from Material Divestitures 8. Establish Board Committee on Shr Against For Decarbonization Risk 9. Report on Worker and Community Impact from Shr Against For Facility Closures and Energy Transitions 10. Report on Racial Equity Audit Shr Against For 11. Report on Tax Practices Shr Against For 12. Independent Chair Shr Against For -------------------------------------------------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Agenda Number: 935723216 -------------------------------------------------------------------------------------------------------------------------- Security: 17275R102 Meeting Type: Annual Meeting Date: 08-Dec-2022 Ticker: CSCO ISIN: US17275R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: M. Michele Burns Mgmt For For 1b. Election of Director: Wesley G. Bush Mgmt For For 1c. Election of Director: Michael D. Capellas Mgmt For For 1d. Election of Director: Mark Garrett Mgmt For For 1e. Election of Director: John D. Harris II Mgmt For For 1f. Election of Director: Dr. Kristina M. Mgmt For For Johnson 1g. Election of Director: Roderick C. Mcgeary Mgmt For For 1h. Election of Director: Sarah Rae Murphy Mgmt For For 1i. Election of Director: Charles H. Robbins Mgmt For For 1j. Election of Director: Brenton L. Saunders Mgmt For For 1k. Election of Director: Dr. Lisa T. Su Mgmt For For 1l. Election of Director: Marianna Tessel Mgmt For For 2. Approval, on an advisory basis, of Mgmt For For executive compensation. 3. Ratification of PricewaterhouseCoopers LLP Mgmt For For as Cisco's independent registered public accounting firm for fiscal 2023. 4. Stockholder Proposal - Approval to have Shr Against For Cisco's Board issue a tax transparency report in consideration of the Global Reporting Initiative's Tax Standard. -------------------------------------------------------------------------------------------------------------------------- CITIGROUP INC. Agenda Number: 935781030 -------------------------------------------------------------------------------------------------------------------------- Security: 172967424 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: C ISIN: US1729674242 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Ellen M. Costello Mgmt For For 1b. Election of Director: Grace E. Dailey Mgmt For For 1c. Election of Director: Barbara J. Desoer Mgmt For For 1d. Election of Director: John C. Dugan Mgmt For For 1e. Election of Director: Jane N. Fraser Mgmt For For 1f. Election of Director: Duncan P. Hennes Mgmt For For 1g. Election of Director: Peter B. Henry Mgmt For For 1h. Election of Director: S. Leslie Ireland Mgmt For For 1i. Election of Director: Renee J. James Mgmt For For 1j. Election of Director: Gary M. Reiner Mgmt For For 1k. Election of Director: Diana L. Taylor Mgmt For For 1l. Election of Director: James S. Turley Mgmt For For 1m. Election of Director: Casper W. von Koskull Mgmt For For 2. Proposal to ratify the selection of KPMG Mgmt For For LLP as Citi's independent registered public accountants for 2023. 3. Advisory vote to Approve our 2022 Executive Mgmt For For Compensation. 4. Approval of additional shares for the Mgmt For For Citigroup 2019 Stock Incentive Plan. 5. Advisory vote to Approve the Frequency of Mgmt 1 Year For Future Advisory Votes on Executive Compensation. 6. Stockholder proposal requesting that Shr Against For shareholders ratify the termination pay of any senior manager. 7. Stockholder proposal requesting an Shr Against For Independent Board Chairman. 8. Stockholder proposal requesting a report on Shr Against For the effectiveness of Citi's policies and practices in respecting Indigenous Peoples' rights in Citi's existing and proposed financing. 9. Stockholder proposal requesting that the Shr Against For Board adopt a policy to phase out new fossil fuel financing. -------------------------------------------------------------------------------------------------------------------------- COGNIZANT TECHNOLOGY SOLUTIONS CORP. Agenda Number: 935831809 -------------------------------------------------------------------------------------------------------------------------- Security: 192446102 Meeting Type: Annual Meeting Date: 06-Jun-2023 Ticker: CTSH ISIN: US1924461023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Zein Abdalla 1b. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Vinita Bali 1c. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Eric Branderiz 1d. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Archana Deskus 1e. Election of Director to serve until the Mgmt For For 2024 Annual meeting: John M. Dineen 1f. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Nella Domenici 1g. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Ravi Kumar S 1h. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Leo S. Mackay, Jr. 1i. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Michael Patsalos-Fox 1j. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Stephen J. Rohleder 1k. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Abraham Schot 1l. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Joseph M. Velli 1m. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Sandra S. Wijnberg 2. Approve, on an advisory (non-binding) Mgmt For For basis, the compensation of the company's named executive officers (say-on-pay). 3. Approve, on an advisory (non-binding) Mgmt 1 Year For basis, the frequency of future say-on-pay votes. 4. Approve the Company's 2023 Incentive Award Mgmt For For Plan. 5. Approve an amendment to the Company's 2004 Mgmt For For Employee Stock Purchase Plan. 6. Ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2023. 7. Shareholder proposal regarding fair Shr Against For elections, requesting that the board of directors amend the company's by-laws to require shareholder approval for certain advance notice by-law amendments. 8. Shareholder proposal regarding shareholder Shr Against For ratification of termination pay, requesting that the board of directors seek shareholder approval of certain senior manager severance packages. -------------------------------------------------------------------------------------------------------------------------- COLLIERS INTERNATIONAL GROUP INC. Agenda Number: 935782741 -------------------------------------------------------------------------------------------------------------------------- Security: 194693107 Meeting Type: Annual Meeting Date: 05-Apr-2023 Ticker: CIGI ISIN: CA1946931070 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A Election of Directors: Election of Mgmt For For Director: Peter F. Cohen 1B Election of Director: John (Jack) P. Mgmt For For Curtin, Jr. 1C Election of Director: Christopher Galvin Mgmt For For 1D Election of Director: P. Jane Gavan Mgmt For For 1E Election of Director: Stephen J. Harper Mgmt For For 1F Election of Director: Jay S. Hennick Mgmt For For 1G Election of Director: Katherine M. Lee Mgmt For For 1H Election of Director: Poonam Puri Mgmt For For 1I Election of Director: Benjamin F. Stein Mgmt For For 1J Election of Director: L. Frederick Mgmt For For Sutherland 2 Appointment of PricewaterhouseCoopers LLP, Mgmt For For Chartered Accountants and Licensed Public Accountants as Auditor of Colliers for the ensuing year and authorizing the Directors to fix their remuneration. 3 An advisory resolution on Colliers' Mgmt For For approach to executive compensation as set out in the accompanying Circular. -------------------------------------------------------------------------------------------------------------------------- COLUMBIA BANKING SYSTEM,INC. Agenda Number: 935808747 -------------------------------------------------------------------------------------------------------------------------- Security: 197236102 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: COLB ISIN: US1972361026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Cort L. O'Haver Mgmt For For 1b. Election of Director: Craig D. Eerkes Mgmt For For 1c. Election of Director: Mark A. Finkelstein Mgmt For For 1d. Election of Director: Eric S. Forrest Mgmt For For 1e. Election of Director: Peggy Y. Fowler Mgmt For For 1f. Election of Director: Randal L. Lund Mgmt For For 1g. Election of Director: Luis F. Machuca Mgmt For For 1h. Election of Director: S. Mae Fujita Numata Mgmt For For 1i. Election of Director: Maria M. Pope Mgmt For For 1j. Election of Director: John F. Schultz Mgmt For For 1k. Election of Director: Elizabeth W. Seaton Mgmt For For 1l. Election of Director: Clint E. Stein Mgmt For For 1m. Election of Director: Hilliard C. Terry, Mgmt For For III 1n. Election of Director: Anddria Varnado Mgmt For For 2. To vote on an advisory (non-binding) Mgmt For For resolution to approve the compensation of Columbia's named executive officers. 3. To vote on the frequency (either one, two Mgmt 1 Year For or three years) of future shareholder votes on an advisory (non-binding) resolution on executive compensation. 4. To vote on an advisory (non-binding) Mgmt For For resolution to appoint Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- COMCAST CORPORATION Agenda Number: 935845492 -------------------------------------------------------------------------------------------------------------------------- Security: 20030N101 Meeting Type: Annual Meeting Date: 07-Jun-2023 Ticker: CMCSA ISIN: US20030N1019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Kenneth J. Bacon Mgmt For For Thomas J. Baltimore Jr. Mgmt For For Madeline S. Bell Mgmt For For Edward D. Breen Mgmt For For Gerald L. Hassell Mgmt For For Jeffrey A. Honickman Mgmt For For Maritza G. Montiel Mgmt For For Asuka Nakahara Mgmt For For David C. Novak Mgmt For For Brian L. Roberts Mgmt For For 2. Ratification of the appointment of our Mgmt For For independent auditors. 3. Approval of Comcast Corporation 2023 Mgmt For For Omnibus Equity Incentive Plan. 4. Approval of Amended and Restated Comcast Mgmt For For Corporation 2002 Employee Stock Purchase Plan. 5. Advisory vote on executive compensation. Mgmt For For 6. Advisory vote on the frequency of the vote Mgmt 1 Year For on executive compensation. 7. To perform independent racial equity audit. Shr Against For 8. To report on climate risk in default Shr Against For retirement plan options. 9. To set different greenhouse gas emissions Shr Against For reduction targets. 10. To report on political contributions and Shr Against For company values alignment. 11. To report on business in China. Shr Against For -------------------------------------------------------------------------------------------------------------------------- CONOCOPHILLIPS Agenda Number: 935796194 -------------------------------------------------------------------------------------------------------------------------- Security: 20825C104 Meeting Type: Annual Meeting Date: 16-May-2023 Ticker: COP ISIN: US20825C1045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Dennis V. Arriola Mgmt For For 1b. Election of Director: Jody Freeman Mgmt For For 1c. Election of Director: Gay Huey Evans Mgmt For For 1d. Election of Director: Jeffrey A. Joerres Mgmt For For 1e. Election of Director: Ryan M. Lance Mgmt For For 1f. Election of Director: Timothy A. Leach Mgmt For For 1g. Election of Director: William H. McRaven Mgmt For For 1h. Election of Director: Sharmila Mulligan Mgmt For For 1i. Election of Director: Eric D. Mullins Mgmt For For 1j. Election of Director: Arjun N. Murti Mgmt For For 1k. Election of Director: Robert A. Niblock Mgmt For For 1l. Election of Director: David T. Seaton Mgmt For For 1m. Election of Director: R.A. Walker Mgmt For For 2. Proposal to ratify appointment of Ernst & Mgmt For For Young LLP as ConocoPhillips' independent registered public accounting firm for 2023. 3. Advisory Approval of Executive Mgmt For For Compensation. 4. Advisory Vote on Frequency of Advisory Vote Mgmt Take No Action on Executive Compensation. 5. Adoption of Amended and Restated Mgmt For For Certificate of Incorporation on Right to Call Special Meeting. 6. Approval of 2023 Omnibus Stock and Mgmt For For Performance Incentive Plan of ConocoPhillips. 7. Independent Board Chairman. Shr Against For 8. Share Retention Until Retirement. Shr Against For 9. Report on Tax Payments. Shr Against For 10. Report on Lobbying Activities. Shr Against For -------------------------------------------------------------------------------------------------------------------------- CORNING INCORPORATED Agenda Number: 935780545 -------------------------------------------------------------------------------------------------------------------------- Security: 219350105 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: GLW ISIN: US2193501051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Donald W. Blair Mgmt For For 1b. Election of Director: Leslie A. Brun Mgmt For For 1c. Election of Director: Stephanie A. Burns Mgmt For For 1d. Election of Director: Richard T. Clark Mgmt For For 1e. Election of Director: Pamela J. Craig Mgmt For For 1f. Election of Director: Robert F. Cummings, Mgmt For For Jr. 1g. Election of Director: Roger W. Ferguson, Mgmt For For Jr. 1h. Election of Director: Deborah A. Henretta Mgmt For For 1i. Election of Director: Daniel P. Mgmt For For Huttenlocher 1j. Election of Director: Kurt M. Landgraf Mgmt For For 1k. Election of Director: Kevin J. Martin Mgmt For For 1l. Election of Director: Deborah D. Rieman Mgmt For For 1m. Election of Director: Hansel E. Tookes II Mgmt For For 1n. Election of Director: Wendell P. Weeks Mgmt For For 1o. Election of Director: Mark S. Wrighton Mgmt For For 2. Advisory approval of our executive Mgmt For For compensation (Say on Pay). 3. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. 4. Advisory vote on the frequency with which Mgmt 1 Year For we hold advisory votes on our executive compensation. -------------------------------------------------------------------------------------------------------------------------- CORTEVA INC. Agenda Number: 935773920 -------------------------------------------------------------------------------------------------------------------------- Security: 22052L104 Meeting Type: Annual Meeting Date: 21-Apr-2023 Ticker: CTVA ISIN: US22052L1044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lamberto Andreotti Mgmt For For 1b. Election of Director: Klaus A. Engel Mgmt For For 1c. Election of Director: David C. Everitt Mgmt For For 1d. Election of Director: Janet P. Giesselman Mgmt For For 1e. Election of Director: Karen H. Grimes Mgmt For For 1f. Election of Director: Michael O. Johanns Mgmt For For 1g. Election of Director: Rebecca B. Liebert Mgmt For For 1h. Election of Director: Marcos M. Lutz Mgmt For For 1i. Election of Director: Charles V. Magro Mgmt For For 1j. Election of Director: Nayaki R. Nayyar Mgmt For For 1k. Election of Director: Gregory R. Page Mgmt For For 1l. Election of Director: Kerry J. Preete Mgmt For For 1m. Election of Director: Patrick J. Ward Mgmt For For 2. Advisory resolution to approve executive Mgmt For For compensation of the Company's named executive officers. 3. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- CREDIT SUISSE GROUP AG Agenda Number: 935789327 -------------------------------------------------------------------------------------------------------------------------- Security: 225401108 Meeting Type: Annual Meeting Date: 04-Apr-2023 Ticker: CS ISIN: US2254011081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A Approval of the 2022 management report, the Mgmt Against Against 2022 parent company financial statements, and the 2022 Group consolidated financial statements 1B Consultative vote on the 2022 Compensation Mgmt Against Against Report 2 Discharge of the members of the Board of Mgmt Against Against Directors and the Executive Board 3 Appropriation of retained earnings and Mgmt Against Against ordinary distribution of dividend payable out of capital contribution reserves 4 Cancellation of conditional and conversion Mgmt Against Against capital 5A Amendments to the Articles of Association: Mgmt Against Against Purpose of the Company 5B Amendments to the Articles of Association: Mgmt Against Against Share capital, shares, share register and transfer of shares 5C Amendments to the Articles of Association: Mgmt Against Against Capital range 5D Amendments to the Articles of Association: Mgmt Against Against Shareholders' Meeting 5E Amendments to the Articles of Association: Mgmt Against Against Board of Directors, compensation and other amendments 6 Consultative vote on the Credit Suisse Mgmt Against Against climate strategy as outlined in the Strategy chapter of the 2022 Task Force on Climate-related Financial Disclosures report 7AA Re-election of Axel P. Lehmann as member Mgmt Against Against and Chairman of the Board of Director 7AB Re-election of the member of the Board of Mgmt Against Against Director: Mirko Bianchi 7AC Re-election of the member of the Board of Mgmt Against Against Director: Iris Bohnet 7AD Re-election of the member of the Board of Mgmt Against Against Director: Clare Brady 7AE Re-election of the member of the Board of Mgmt Against Against Director: Christian Gellerstad 7AF Re-election of the member of the Board of Mgmt Against Against Director: Keyu Jin 7AG Re-election of the member of the Board of Mgmt Against Against Director: Shan Li 7AH Re-election of the member of the Board of Mgmt Against Against Director: Seraina Macia 7AI Re-election of the member of the Board of Mgmt Against Against Director: Blythe Masters 7AJ Re-election of the member of the Board of Mgmt Against Against Director: Richard Meddings 7AK Re-election of the member of the Board of Mgmt Against Against Director: Amanda Norton 7AL Re-election of the member of the Board of Mgmt Against Against Director: Ana Paula Pessoa 7BA Re-election of the member of the Mgmt Against Against Compensation Committee: Iris Bohnet 7BB Re-election of the member of the Mgmt Against Against Compensation Committee: Christian Gellerstad 7BC Re-election of the member of the Mgmt Against Against Compensation Committee: Shan Li 7BD Re-election of the member of the Mgmt Against Against Compensation Committee: Amanda Norton 8A Approval of the compensation of the Board Mgmt Against Against of Directors 8BA Approval of the compensation of the Mgmt Against Against Executive Board: Fixed compensation 8BB Approval of the compensation of the Mgmt Against Against Executive Board: Transformation Award 9A Election of the independent auditors Mgmt Against Against 9B Election of the independent proxy Mgmt Against Against 10 Proposals of Shareholders Shr Against For 11 Proposals of the Board of Directors Mgmt Against Against -------------------------------------------------------------------------------------------------------------------------- CVS HEALTH CORPORATION Agenda Number: 935806375 -------------------------------------------------------------------------------------------------------------------------- Security: 126650100 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: CVS ISIN: US1266501006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Fernando Aguirre Mgmt For For 1b. Election of Director: Jeffrey R. Balser, Mgmt For For M.D., Ph.D. 1c. Election of Director: C. David Brown II Mgmt For For 1d. Election of Director: Alecia A. DeCoudreaux Mgmt For For 1e. Election of Director: Nancy-Ann M. DeParle Mgmt For For 1f. Election of Director: Roger N. Farah Mgmt For For 1g. Election of Director: Anne M. Finucane Mgmt For For 1h. Election of Director: Edward J. Ludwig Mgmt For For 1i. Election of Director: Karen S. Lynch Mgmt For For 1j. Election of Director: Jean-Pierre Millon Mgmt For For 1k. Election of Director: Mary L. Schapiro Mgmt For For 2. Ratification of the Appointment of Our Mgmt For For Independent Registered Public Accounting Firm for 2023 3. Say on Pay, a Proposal to Approve, on an Mgmt For For Advisory Basis, the Company's Executive Compensation 4. Proposal to Recommend, on an Advisory Mgmt 1 Year For Basis, the Frequency of Advisory Votes on Executive Compensation Votes 5. Stockholder Proposal Requesting Paid Sick Shr Against For Leave for All Employees 6. Stockholder Proposal for Reducing our Shr Against For Ownership Threshold to Request a Special Stockholder Meeting 7. Stockholder Proposal Regarding "Fair Shr Against For Elections" and Requiring Stockholder Approval of Certain Types of By-law Amendments 8. Stockholder Proposal Requesting a Report on Shr Against For a "Worker Rights Assessment" 9. Stockholder Proposal to Prevent Company Shr Against For Directors from Simultaneously Sitting on the Boards of Directors of Any Other Company -------------------------------------------------------------------------------------------------------------------------- D.R. HORTON, INC. Agenda Number: 935751265 -------------------------------------------------------------------------------------------------------------------------- Security: 23331A109 Meeting Type: Annual Meeting Date: 18-Jan-2023 Ticker: DHI ISIN: US23331A1097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Donald R. Horton Mgmt For For 1b. Election of Director: Barbara K. Allen Mgmt For For 1c. Election of Director: Brad S. Anderson Mgmt For For 1d. Election of Director: Michael R. Buchanan Mgmt For For 1e. Election of Director: Benjamin S. Carson, Mgmt For For Sr. 1f. Election of Director: Maribess L. Miller Mgmt For For 2. Approval of the advisory resolution on Mgmt For For executive compensation. 3. Ratify the appointment of Ernst & Young LLP Mgmt For For as our independent registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- DIAGEO PLC Agenda Number: 935705864 -------------------------------------------------------------------------------------------------------------------------- Security: 25243Q205 Meeting Type: Annual Meeting Date: 06-Oct-2022 Ticker: DEO ISIN: US25243Q2057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1 Report and accounts 2022 Mgmt For For O2 Directors' remuneration report 2022 Mgmt For For O3 Declaration of final dividend Mgmt For For O4 Appointment of Karen Blackett (1,3,4) as a Mgmt For For Director O5 Re-appointment of Melissa Bethell (1,3,4) Mgmt For For as a Director O6 Re-appointment of Lavanya Chandrashekar (2) Mgmt For For as a Director O7 Re-appointment of Valerie Mgmt For For Chapoulaud-Floquet (1,3,4) as a Director O8 Re-appointment of Javier Ferran (3*) as a Mgmt For For Director O9 Re-appointment of Susan Kilsby (1,3,4*) as Mgmt For For a Director O10 Re-appointment of Sir John Manzoni (1,3,4) Mgmt For For as a Director O11 Re-appointment of Lady Mendelsohn (1,3,4) Mgmt For For as a Director O12 Re-appointment of Ivan Menezes (2*) as a Mgmt For For Director O13 Re-appointment of Alan Stewart (1*,3,4) as Mgmt For For a Director O14 Re-appointment of Ireena Vittal (1,3,4) as Mgmt For For a Director O15 Re-appointment of auditor Mgmt For For O16 Remuneration of auditor Mgmt For For O17 Authority to make political donations Mgmt For For and/or to incur political expenditure O18 Amendment of the Diageo plc 2017 Irish Mgmt For For Share Ownership Plan O19 Authority to allot shares Mgmt For For S20 Disapplication of pre-emption rights Mgmt For For S21 Authority to purchase own ordinary shares Mgmt For For S22 Reduced notice of a general meeting other Mgmt For For than an AGM -------------------------------------------------------------------------------------------------------------------------- DOMINO'S PIZZA, INC. Agenda Number: 935779390 -------------------------------------------------------------------------------------------------------------------------- Security: 25754A201 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: DPZ ISIN: US25754A2015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR David A. Brandon Mgmt For For C. Andrew Ballard Mgmt For For Andrew B. Balson Mgmt For For Corie S. Barry Mgmt For For Diana F. Cantor Mgmt For For Richard L. Federico Mgmt For For James A. Goldman Mgmt For For Patricia E. Lopez Mgmt For For Russell J. Weiner Mgmt For For 2. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the 2023 fiscal year. 3. Advisory vote to approve the compensation Mgmt For For of the named executive officers of the Company. 4. Advisory vote to recommend the frequency of Mgmt 1 Year For future advisory votes on the compensation of the named executive officers of the Company. -------------------------------------------------------------------------------------------------------------------------- DOW INC. Agenda Number: 935771178 -------------------------------------------------------------------------------------------------------------------------- Security: 260557103 Meeting Type: Annual Meeting Date: 13-Apr-2023 Ticker: DOW ISIN: US2605571031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Samuel R. Allen Mgmt For For 1b. Election of Director: Gaurdie E. Banister Mgmt For For Jr. 1c. Election of Director: Wesley G. Bush Mgmt For For 1d. Election of Director: Richard K. Davis Mgmt For For 1e. Election of Director: Jerri DeVard Mgmt For For 1f. Election of Director: Debra L. Dial Mgmt For For 1g. Election of Director: Jeff M. Fettig Mgmt For For 1h. Election of Director: Jim Fitterling Mgmt For For 1i. Election of Director: Jacqueline C. Hinman Mgmt For For 1j. Election of Director: Luis Alberto Moreno Mgmt For For 1k. Election of Director: Jill S. Wyant Mgmt For For 1l. Election of Director: Daniel W. Yohannes Mgmt For For 2. Advisory Resolution to Approve Executive Mgmt For For Compensation 3. Ratification of the Appointment of Deloitte Mgmt For For & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2023 4. Stockholder Proposal - Independent Board Shr Against For Chairman 5. Stockholder Proposal - Single-Use Plastics Shr Against For Report -------------------------------------------------------------------------------------------------------------------------- DUPONT DE NEMOURS, INC. Agenda Number: 935808444 -------------------------------------------------------------------------------------------------------------------------- Security: 26614N102 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: DD ISIN: US26614N1028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Amy G. Brady Mgmt For For 1b. Election of Director: Edward D. Breen Mgmt For For 1c. Election of Director: Ruby R. Chandy Mgmt For For 1d. Election of Director: Terrence R. Curtin Mgmt For For 1e. Election of Director: Alexander M. Cutler Mgmt For For 1f. Election of Director: Eleuthere I. du Pont Mgmt For For 1g. Election of Director: Kristina M. Johnson Mgmt For For 1h. Election of Director: Luther C. Kissam Mgmt For For 1i. Election of Director: Frederick M. Lowery Mgmt For For 1j. Election of Director: Raymond J. Milchovich Mgmt For For 1k. Election of Director: Deanna M. Mulligan Mgmt For For 1l. Election of Director: Steven M. Sterin Mgmt For For 2. Advisory Resolution to Approve Executive Mgmt For For Compensation 3. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023 4. Independent Board Chair Shr Against For -------------------------------------------------------------------------------------------------------------------------- ELEVANCE HEALTH, INC. Agenda Number: 935797502 -------------------------------------------------------------------------------------------------------------------------- Security: 036752103 Meeting Type: Annual Meeting Date: 10-May-2023 Ticker: ELV ISIN: US0367521038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Gail K. Boudreaux Mgmt For For 1b. Election of Director: R. Kerry Clark Mgmt For For 1c. Election of Director: Robert L. Dixon, Jr. Mgmt For For 1d. Election of Director: Deanna D. Strable Mgmt For For 2. Advisory vote to approve the compensation Mgmt For For of our named executive officers. 3. Advisory vote on the frequency of the Mgmt 1 Year For advisory vote to approve the compensation of our named executive officers. 4. To ratify the appointment of Ernst & Young Mgmt For For LLP as the independent registered public accounting firm for 2023. 5. Shareholder proposal to allow shareholders Shr Against For owning 10% or more of our common stock to call a special meeting of shareholders. 6. Shareholder proposal requesting annual Shr Against For reporting from third parties seeking financial support. -------------------------------------------------------------------------------------------------------------------------- EMBECTA CORP Agenda Number: 935752673 -------------------------------------------------------------------------------------------------------------------------- Security: 29082K105 Meeting Type: Annual Meeting Date: 09-Feb-2023 Ticker: EMBC ISIN: US29082K1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Mr. David J. Mgmt For For Albritton 1b. Election of Director: Ms. Carrie L. Mgmt For For Anderson 1c. Election of Director: Mr. Christopher R. Mgmt For For Reidy 2. Ratification of selection of independent Mgmt For For registered public accounting firm. 3. Advisory vote to approve named executive Mgmt For For officer compensation. 4. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes to approve named executive officer compensation. -------------------------------------------------------------------------------------------------------------------------- FEDEX CORPORATION Agenda Number: 935696306 -------------------------------------------------------------------------------------------------------------------------- Security: 31428X106 Meeting Type: Annual Meeting Date: 19-Sep-2022 Ticker: FDX ISIN: US31428X1063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: MARVIN R. ELLISON Mgmt For For 1b. Election of Director: STEPHEN E. GORMAN Mgmt For For 1c. Election of Director: SUSAN PATRICIA Mgmt For For GRIFFITH 1d. Election of Director: KIMBERLY A. JABAL Mgmt For For 1e. Election of Director: AMY B. LANE Mgmt For For 1f. Election of Director: R. BRAD MARTIN Mgmt For For 1g. Election of Director: NANCY A. NORTON Mgmt For For 1h. Election of Director: FREDERICK P. PERPALL Mgmt For For 1i. Election of Director: JOSHUA COOPER RAMO Mgmt For For 1j. Election of Director: SUSAN C. SCHWAB Mgmt For For 1k. Election of Director: FREDERICK W. SMITH Mgmt For For 1l. Election of Director: DAVID P. STEINER Mgmt For For 1m. Election of Director: RAJESH SUBRAMANIAM Mgmt For For 1n. Election of Director: V. JAMES VENA Mgmt For For 1o. Election of Director: PAUL S. WALSH Mgmt For For 2. Advisory vote to approve named executive Mgmt For For officer compensation. 3. Ratify the appointment of Ernst & Young LLP Mgmt For For as FedEx's independent registered public accounting firm for fiscal year 2023. 4. Approval of amendment to the FedEx Mgmt For For Corporation 2019 Omnibus Stock Incentive Plan to increase the number of authorized shares. 5. Stockholder proposal regarding independent Shr Against For board chairman. 6. Stockholder proposal regarding report on Shr Against For alignment between company values and electioneering contributions. 7. Stockholder proposal regarding lobbying Shr Against For activity and expenditure report. 8. Stockholder proposal regarding assessing Shr Against For inclusion in the workplace. 9. Proposal not applicable Shr Against -------------------------------------------------------------------------------------------------------------------------- FIRSTSERVICE CORPORATION Agenda Number: 935782652 -------------------------------------------------------------------------------------------------------------------------- Security: 33767E202 Meeting Type: Annual and Special Meeting Date: 06-Apr-2023 Ticker: FSV ISIN: CA33767E2024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Yousry Bissada Mgmt For For Elizabeth Carducci Mgmt For For Steve H. Grimshaw Mgmt For For Jay S. Hennick Mgmt For For D. Scott Patterson Mgmt For For Frederick F. Reichheld Mgmt For For Joan Eloise Sproul Mgmt For For Erin J. Wallace Mgmt For For 2 Appointment of PricewaterhouseCoopers LLP, Mgmt For For Chartered Accountants and Licensed Public Accountants as Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. 3 Approving an amendment to the FirstService Mgmt For For Stock Option Plan to increase the maximum number of Common Shares reserved for issuance pursuant to the exercise of stock options granted thereunder, and to ratify and approve the issuance of certain stock options granted to certain employees of the Corporation, all as more particularly set forth and described in the accompanying Management Information Circular. 4 An advisory resolution on the Corporation's Mgmt For For approach to executive compensation as set out in the accompanying Management Information Circular. -------------------------------------------------------------------------------------------------------------------------- FORRESTER RESEARCH, INC. Agenda Number: 935792122 -------------------------------------------------------------------------------------------------------------------------- Security: 346563109 Meeting Type: Annual Meeting Date: 09-May-2023 Ticker: FORR ISIN: US3465631097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR David Boyce Mgmt For For Neil Bradford Mgmt For For George F. Colony Mgmt For For Anthony Friscia Mgmt For For Robert M. Galford Mgmt For For Warren Romine Mgmt For For Gretchen Teichgraeber Mgmt For For Yvonne Wassenaar Mgmt For For 2. To approve an amendment and restatement of Mgmt For For the Forrester Research, Inc. Amended and Restated Equity Incentive Plan. 3. To ratify the selection of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2023. 4. To approve, by non-binding vote, executive Mgmt For For compensation. 5. To recommend, by non-binding vote, the Mgmt 1 Year For frequency of executive compensation non-binding votes. -------------------------------------------------------------------------------------------------------------------------- FRANKLIN RESOURCES, INC. Agenda Number: 935750491 -------------------------------------------------------------------------------------------------------------------------- Security: 354613101 Meeting Type: Annual Meeting Date: 07-Feb-2023 Ticker: BEN ISIN: US3546131018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to the Board to hold Mgmt For For office until the next annual meeting of stockholders or until that person's successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal: Mariann Byerwalter 1b. Election of Director to the Board to hold Mgmt For For office until the next annual meeting of stockholders or until that person's successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal: Alexander S. Friedman 1c. Election of Director to the Board to hold Mgmt For For office until the next annual meeting of stockholders or until that person's successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal: Gregory E. Johnson 1d. Election of Director to the Board to hold Mgmt For For office until the next annual meeting of stockholders or until that person's successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal: Jennifer M. Johnson 1e. Election of Director to the Board to hold Mgmt For For office until the next annual meeting of stockholders or until that person's successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal: Rupert H. Johnson, Jr. 1f. Election of Director to the Board to hold Mgmt For For office until the next annual meeting of stockholders or until that person's successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal: John Y. Kim 1g. Election of Director to the Board to hold Mgmt For For office until the next annual meeting of stockholders or until that person's successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal: Karen M. King 1h. Election of Director to the Board to hold Mgmt For For office until the next annual meeting of stockholders or until that person's successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal: Anthony J. Noto 1i. Election of Director to the Board to hold Mgmt For For office until the next annual meeting of stockholders or until that person's successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal: John W. Thiel 1j. Election of Director to the Board to hold Mgmt For For office until the next annual meeting of stockholders or until that person's successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal: Seth H. Waugh 1k. Election of Director to the Board to hold Mgmt For For office until the next annual meeting of stockholders or until that person's successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal: Geoffrey Y. Yang 2. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2023. 3. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers. 4. To hold an advisory vote on how frequently Mgmt 3 Years For stockholders believe we should obtain future advisory votes on the compensation of the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- GATES INDUSTRIAL CORP PLC Agenda Number: 935831316 -------------------------------------------------------------------------------------------------------------------------- Security: G39108108 Meeting Type: Annual Meeting Date: 08-Jun-2023 Ticker: GTES ISIN: GB00BD9G2S12 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Fredrik Eliasson Mgmt For For 1b. Election of Director: James W. Ireland, III Mgmt For For 1c. Election of Director: Ivo Jurek Mgmt For For 1d. Election of Director: Stephanie K. Mains Mgmt For For 1e. Election of Director: Seth A. Meisel Mgmt For For 1f. Election of Director: Wilson S. Neely Mgmt For For 1g. Election of Director: Neil P. Simpkins Mgmt For For 1h. Election of Director: Alicia Tillman Mgmt For For 1i. Election of Director: Molly P. Zhang Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation of the Company's named executive officers. 3. To approve, on an advisory basis, the Mgmt For For Directors' Remuneration Report (excluding the Directors' Remuneration Policy) in accordance with the requirements of the U.K. Companies Act 2006. 4. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as the Company's independent registered public accounting firm for the year ending December 30, 2023. 5. To re-appoint Deloitte LLP as the Company's Mgmt For For U.K. statutory auditor under the U.K. Companies Act 2006. 6. To authorize the Audit Committee of the Mgmt For For Board of Directors to determine the remuneration of Deloitte LLP as the Company's U.K. statutory auditor. -------------------------------------------------------------------------------------------------------------------------- GENERAL MOTORS COMPANY Agenda Number: 935847561 -------------------------------------------------------------------------------------------------------------------------- Security: 37045V100 Meeting Type: Annual Meeting Date: 20-Jun-2023 Ticker: GM ISIN: US37045V1008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Mary T. Barra Mgmt For For 1b. Election of Director: Aneel Bhusri Mgmt For For 1c. Election of Director: Wesley G. Bush Mgmt For For 1d. Election of Director: Joanne C. Crevoiserat Mgmt For For 1e. Election of Director: Linda R. Gooden Mgmt For For 1f. Election of Director: Joseph Jimenez Mgmt For For 1g. Election of Director: Jonathan McNeill Mgmt For For 1h. Election of Director: Judith A. Miscik Mgmt For For 1i. Election of Director: Patricia F. Russo Mgmt For For 1j. Election of Director: Thomas M. Schoewe Mgmt For For 1k. Election of Director: Mark A. Tatum Mgmt For For 1l. Election of Director: Jan E. Tighe Mgmt For For 1m. Election of Director: Devin N. Wenig Mgmt For For 2. Ratification of the Selection of Ernst & Mgmt For For Young LLP as the Company's Independent Registered Public Accounting Firm for 2023. 3. Advisory Approval of Named Executive Mgmt For For Officer Compensation. 4. Approval of Amendment No. 1 to the Mgmt For For Company's 2020 Long-Term Incentive Plan. 5. Shareholder Proposal Requesting a Report on Shr Against For the Company's Operations in China. 6. Shareholder Proposal Regarding Shareholder Shr Against For Written Consent. 7. Shareholder Proposal Regarding Sustainable Shr Against For Materials Procurement Targets. -------------------------------------------------------------------------------------------------------------------------- GRAND CANYON EDUCATION, INC. Agenda Number: 935857637 -------------------------------------------------------------------------------------------------------------------------- Security: 38526M106 Meeting Type: Annual Meeting Date: 20-Jun-2023 Ticker: LOPE ISIN: US38526M1062 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Brian E. Mueller Mgmt For For 1.2 Election of Director: Sara R. Dial Mgmt For For 1.3 Election of Director: Jack A. Henry Mgmt For For 1.4 Election of Director: Lisa Graham Keegan Mgmt For For 1.5 Election of Director: Chevy Humphrey Mgmt For For 1.6 Election of Director: David M. Adame Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers as disclosed in the Proxy Statement. 3. To approve, on an advisory basis, the Mgmt 1 Year For frequency of future advisory votes on the compensation of the Company's named executive officers. 4. To ratify the appointment of KPMG LLP as Mgmt For For our independent registered public accounting firm for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL FLAVORS & FRAGRANCES INC. Agenda Number: 935785470 -------------------------------------------------------------------------------------------------------------------------- Security: 459506101 Meeting Type: Annual Meeting Date: 03-May-2023 Ticker: IFF ISIN: US4595061015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting of Shareholders: Kathryn J. Boor 1b. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting of Shareholders: Barry A. Bruno 1c. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting of Shareholders: Frank K. Clyburn, Jr. 1d. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting of Shareholders: Mark J. Costa 1e. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting of Shareholders: Carol Anthony (John) Davidson 1f. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting of Shareholders: Roger W. Ferguson, Jr. 1g. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting of Shareholders: John F. Ferraro 1h. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting of Shareholders: Christina Gold 1i. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting of Shareholders: Gary Hu 1j. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting of Shareholders: Kevin O'Byrne 1k. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting of Shareholders: Dawn C. Willoughby 2. Ratify the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2023 fiscal year. 3. Approve, on an advisory basis, the Mgmt For For compensation of our named executive officers in 2022. 4. Vote, on an advisory basis, on the Mgmt 1 Year For frequency of votes on executive compensation. -------------------------------------------------------------------------------------------------------------------------- JOHNSON & JOHNSON Agenda Number: 935776813 -------------------------------------------------------------------------------------------------------------------------- Security: 478160104 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: JNJ ISIN: US4781601046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Darius Adamczyk Mgmt For For 1b. Election of Director: Mary C. Beckerle Mgmt For For 1c. Election of Director: D. Scott Davis Mgmt For For 1d. Election of Director: Jennifer A. Doudna Mgmt For For 1e. Election of Director: Joaquin Duato Mgmt For For 1f. Election of Director: Marillyn A. Hewson Mgmt For For 1g. Election of Director: Paula A. Johnson Mgmt For For 1h. Election of Director: Hubert Joly Mgmt For For 1I. Election of Director: Mark B. McClellan Mgmt For For 1j. Election of Director: Anne M. Mulcahy Mgmt For For 1k. Election of Director: Mark A. Weinberger Mgmt For For 1l. Election of Director: Nadja Y. West Mgmt For For 2. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation 3. Advisory Vote on the Frequency of Voting to Mgmt 1 Year For Approve Named Executive Officer Compensation 4. Ratification of Appointment of Mgmt For For PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm 5. Proposal Withdrawn (Federal Securities Laws Shr Against Mandatory Arbitration Bylaw) 6. Vaccine Pricing Report Shr Against For 7. Executive Compensation Adjustment Policy Shr Against For 8. Impact of Extended Patent Exclusivities on Shr Against For Product Access -------------------------------------------------------------------------------------------------------------------------- LINCOLN EDUCATIONAL SERVICES CORPORATION Agenda Number: 935816364 -------------------------------------------------------------------------------------------------------------------------- Security: 533535100 Meeting Type: Annual Meeting Date: 05-May-2023 Ticker: LINC ISIN: US5335351004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR John A. Bartholdson Mgmt For For James A. Burke, Jr. Mgmt For For Kevin M. Carney Mgmt For For J. Barry Morrow Mgmt For For Michael A. Plater Mgmt For For Felecia J. Pryor Mgmt For For Carleton E. Rose Mgmt For For Scott M. Shaw Mgmt For For Sylvia J. Young Mgmt For For 2. Approval, on a non-binding, advisory basis, Mgmt For For of the compensation of named executive officers. 3. Recommendation, on a non-binding, advisory Mgmt 1 Year For basis, of the frequency of future approval of compensation of named executives. 4. Approval of the Amendment of the Lincoln Mgmt For For Educational Services Corporation 2020 Long-Term Incentive Plan to increase the number of shares available under the plan. 5. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- LOWE'S COMPANIES, INC. Agenda Number: 935817190 -------------------------------------------------------------------------------------------------------------------------- Security: 548661107 Meeting Type: Annual Meeting Date: 26-May-2023 Ticker: LOW ISIN: US5486611073 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Raul Alvarez Mgmt For For David H. Batchelder Mgmt For For Scott H. Baxter Mgmt For For Sandra B. Cochran Mgmt For For Laurie Z. Douglas Mgmt For For Richard W. Dreiling Mgmt For For Marvin R. Ellison Mgmt For For Daniel J. Heinrich Mgmt For For Brian C. Rogers Mgmt For For Bertram L. Scott Mgmt For For Colleen Taylor Mgmt For For Mary Beth West Mgmt For For 2. Advisory vote to approve the Company's Mgmt For For named executive officer compensation in fiscal 2022. 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes to approve the Company's named executive officer compensation. 4. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the Company's independent registered public accounting firm for fiscal 2023. 5. Shareholder proposal requesting an Shr Against For independent board chairman. -------------------------------------------------------------------------------------------------------------------------- LYONDELLBASELL INDUSTRIES N.V. Agenda Number: 935847256 -------------------------------------------------------------------------------------------------------------------------- Security: N53745100 Meeting Type: Annual Meeting Date: 19-May-2023 Ticker: LYB ISIN: NL0009434992 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jacques Aigrain Mgmt For For 1b. Election of Director: Lincoln Benet Mgmt For For 1c. Election of Director: Robin Buchanan Mgmt For For 1d. Election of Director: Anthony (Tony) Chase Mgmt For For 1e. Election of Director: Robert (Bob) Dudley Mgmt For For 1f. Election of Director: Claire Farley Mgmt For For 1g. Election of Director: Rita Griffin Mgmt For For 1h. Election of Director: Michael Hanley Mgmt For For 1i. Election of Director: Virginia Kamsky Mgmt For For 1j. Election of Director: Albert Manifold Mgmt For For 1k. Election of Director: Peter Vanacker Mgmt For For 2. Discharge of Directors from Liability Mgmt For For 3. Adoption of 2022 Dutch Statutory Annual Mgmt For For Accounts 4. Appointment of PricewaterhouseCoopers Mgmt For For Accountants N.V. as the Auditor of our 2023 Dutch Statutory Annual Accounts 5. Ratification of PricewaterhouseCoopers LLP Mgmt For For as our Independent Registered Public Accounting Firm 6. Advisory Vote Approving Executive Mgmt For For Compensation (Say-on-Pay) 7. Advisory Vote on Frequency of Say-on-Pay Mgmt 1 Year For Vote 8. Authorization to Conduct Share Repurchases Mgmt For For 9. Cancellation of Shares Mgmt For For -------------------------------------------------------------------------------------------------------------------------- MANITEX INTERNATIONAL, INC. Agenda Number: 935828751 -------------------------------------------------------------------------------------------------------------------------- Security: 563420108 Meeting Type: Annual Meeting Date: 01-Jun-2023 Ticker: MNTX ISIN: US5634201082 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Ronald M. Clark Mgmt For For J. Michael Coffey Mgmt For For Takashi Kiso Mgmt For For Frederick B. Knox Mgmt For For David J. Langevin Mgmt For For Stephen J. Tober Mgmt For For 2. Ratification of the appointment of Grant Mgmt For For Thornton LLP as the Company's independent registered public accounting firm for fiscal 2023. 3. Consideration of an advisory vote on the Mgmt For For compensation of the Company's named executive officers. 4. Approval of an amendment to the Manitex Mgmt For For International, Inc. 2019 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan by 500,000 shares. -------------------------------------------------------------------------------------------------------------------------- MARSH & MCLENNAN COMPANIES, INC. Agenda Number: 935801541 -------------------------------------------------------------------------------------------------------------------------- Security: 571748102 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: MMC ISIN: US5717481023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Anthony K. Anderson Mgmt For For 1b. Election of Director: John Q. Doyle Mgmt For For 1c. Election of Director: Hafize Gaye Erkan Mgmt For For 1d. Election of Director: Oscar Fanjul Mgmt For For 1e. Election of Director: H. Edward Hanway Mgmt For For 1f. Election of Director: Judith Hartmann Mgmt For For 1g. Election of Director: Deborah C. Hopkins Mgmt For For 1h. Election of Director: Tamara Ingram Mgmt For For 1i. Election of Director: Jane H. Lute Mgmt For For 1j. Election of Director: Steven A. Mills Mgmt For For 1k. Election of Director: Bruce P. Nolop Mgmt For For 1l. Election of Director: Morton O. Schapiro Mgmt For For 1m. Election of Director: Lloyd M. Yates Mgmt For For 1n. Election of Director: Ray G. Young Mgmt For For 2. Advisory (Nonbinding) Vote to Approve Named Mgmt For For Executive Officer Compensation 3. Advisory (Nonbinding) Vote on the Frequency Mgmt 1 Year For of Future Votes on Named Executive Officer Compensation 4. Ratification of Selection of Independent Mgmt For For Registered Public Accounting Firm -------------------------------------------------------------------------------------------------------------------------- MASTERCARD INCORPORATED Agenda Number: 935858437 -------------------------------------------------------------------------------------------------------------------------- Security: 57636Q104 Meeting Type: Annual Meeting Date: 27-Jun-2023 Ticker: MA ISIN: US57636Q1040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. ELECTION OF DIRECTOR: Merit E. Janow Mgmt For For 1b. ELECTION OF DIRECTOR: Candido Bracher Mgmt For For 1c. ELECTION OF DIRECTOR: Richard K. Davis Mgmt For For 1d. ELECTION OF DIRECTOR: Julius Genachowski Mgmt For For 1e. ELECTION OF DIRECTOR: Choon Phong Goh Mgmt For For 1f. ELECTION OF DIRECTOR: Oki Matsumoto Mgmt For For 1g. ELECTION OF DIRECTOR: Michael Miebach Mgmt For For 1h. ELECTION OF DIRECTOR: Youngme Moon Mgmt For For 1i. ELECTION OF DIRECTOR: Rima Qureshi Mgmt For For 1j. ELECTION OF DIRECTOR: Gabrielle Sulzberger Mgmt For For 1k. ELECTION OF DIRECTOR: Harit Talwar Mgmt For For 1l. ELECTION OF DIRECTOR: Lance Uggla Mgmt For For 2. Advisory approval of Mastercard's executive Mgmt For For compensation. 3. Advisory approval of the frequency of Mgmt 1 Year For future advisory votes on executive compensation. 4. Approval of Mastercard Incorporated Mgmt For For Employee Stock Purchase Plan. 5. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2023. 6. Consideration of a stockholder proposal Shr Against For requesting a report on ensuring respect for civil liberties. 7. Consideration of a stockholder proposal Shr Against For requesting a report on Mastercard's stance on new Merchant Category Code. 8. Consideration of a stockholder proposal Shr Against For requesting lobbying disclosure. 9. Consideration of a stockholder proposal Shr Against For requesting stockholders approve advance notice bylaw amendments. 10. Consideration of a stockholder proposal Shr Against For requesting a report on the cost-benefit analysis of diversity and inclusion efforts. -------------------------------------------------------------------------------------------------------------------------- MCDONALD'S CORPORATION Agenda Number: 935819788 -------------------------------------------------------------------------------------------------------------------------- Security: 580135101 Meeting Type: Annual Meeting Date: 25-May-2023 Ticker: MCD ISIN: US5801351017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Anthony Capuano 1b. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Kareem Daniel 1c. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Lloyd Dean 1d. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Catherine Engelbert 1e. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Margaret Georgiadis 1f. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Enrique Hernandez, Jr. 1g. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Christopher Kempczinski 1h. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Richard Lenny 1i. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: John Mulligan 1j. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Jennifer Taubert 1k. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Paul Walsh 1l. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Amy Weaver 1m. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Miles White 2. Advisory vote to approve executive Mgmt For For compensation. 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. 4. Advisory vote to ratify the appointment of Mgmt For For Ernst & Young LLP as independent auditor for 2023. 5. Advisory Vote on Adoption of Antibiotics Shr Against For Policy (1 of 2). 6. Advisory Vote on Adoption of Antibiotics Shr Against For Policy (2 of 2). 7. Advisory Vote on Annual Report on Shr Against For "Communist China." 8. Advisory Vote on Civil Rights & Returns to Shr Against For Merit Audit. 9. Advisory Vote on Annual Report on Lobbying Shr Against For Activities. 10. Advisory Vote on Annual Report on Global Shr Against For Political Influence. 11. Advisory Vote on Poultry Welfare Shr Against For Disclosure. -------------------------------------------------------------------------------------------------------------------------- MEDTRONIC PLC Agenda Number: 935723610 -------------------------------------------------------------------------------------------------------------------------- Security: G5960L103 Meeting Type: Annual Meeting Date: 08-Dec-2022 Ticker: MDT ISIN: IE00BTN1Y115 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Richard H. Anderson 1b. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Craig Arnold 1c. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Scott C. Donnelly 1d. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Lidia L. Fonseca 1e. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Andrea J. Goldsmith, Ph.D. 1f. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Randall J. Hogan, III 1g. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Kevin E. Lofton 1h. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Geoffrey S. Martha 1i. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Elizabeth G. Nabel, M.D. 1j. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Denise M. O'Leary 1k. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Kendall J. Powell 2. Ratifying, in a non-binding vote, the Mgmt For For appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for fiscal year 2023 and authorizing, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor's remuneration. 3. Approving, on an advisory basis, the Mgmt For For Company's executive compensation. 4. Renewing the Board of Directors' authority Mgmt For For to issue shares under Irish law. 5. Renewing the Board of Directors' authority Mgmt For For to opt out of pre-emption rights under Irish law. 6. Authorizing the Company and any subsidiary Mgmt For For of the Company to make overseas market purchases of Medtronic ordinary shares. -------------------------------------------------------------------------------------------------------------------------- MERCK & CO., INC. Agenda Number: 935809080 -------------------------------------------------------------------------------------------------------------------------- Security: 58933Y105 Meeting Type: Annual Meeting Date: 23-May-2023 Ticker: MRK ISIN: US58933Y1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Douglas M. Baker, Jr. Mgmt For For 1b. Election of Director: Mary Ellen Coe Mgmt For For 1c. Election of Director: Pamela J. Craig Mgmt For For 1d. Election of Director: Robert M. Davis Mgmt For For 1e. Election of Director: Thomas H. Glocer Mgmt For For 1f. Election of Director: Risa J. Mgmt For For Lavizzo-Mourey, M.D. 1g. Election of Director: Stephen L. Mayo, Mgmt For For Ph.D. 1h. Election of Director: Paul B. Rothman, M.D. Mgmt For For 1i. Election of Director: Patricia F. Russo Mgmt For For 1j. Election of Director: Christine E. Seidman, Mgmt For For M.D. 1k. Election of Director: Inge G. Thulin Mgmt For For 1l. Election of Director: Kathy J. Warden Mgmt For For 1m. Election of Director: Peter C. Wendell Mgmt For For 2. Non-binding advisory vote to approve the Mgmt For For compensation of our named executive officers. 3. Non-binding advisory vote to approve the Mgmt 1 Year For frequency of future votes to approve the compensation of our named executive officers. 4. Ratification of the appointment of the Mgmt For For Company's independent registered public accounting firm for 2023. 5. Shareholder proposal regarding business Shr Against For operations in China. 6. Shareholder proposal regarding access to Shr Against For COVID-19 products. 7. Shareholder proposal regarding indirect Shr Against For political spending. 8. Shareholder proposal regarding patents and Shr Against For access. 9. Shareholder proposal regarding a congruency Shr Against For report of partnerships with globalist organizations. 10. Shareholder proposal regarding an Shr Against For independent board chairman. -------------------------------------------------------------------------------------------------------------------------- META PLATFORMS, INC. Agenda Number: 935830960 -------------------------------------------------------------------------------------------------------------------------- Security: 30303M102 Meeting Type: Annual Meeting Date: 31-May-2023 Ticker: META ISIN: US30303M1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Peggy Alford Mgmt For For Marc L. Andreessen Mgmt For For Andrew W. Houston Mgmt For For Nancy Killefer Mgmt For For Robert M. Kimmitt Mgmt For For Sheryl K. Sandberg Mgmt For For Tracey T. Travis Mgmt For For Tony Xu Mgmt For For Mark Zuckerberg Mgmt For For 2. To ratify the appointment of Ernst & Young Mgmt For For LLP as Meta Platforms, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2023. 3. A shareholder proposal regarding government Shr Against For takedown requests. 4. A shareholder proposal regarding dual class Shr Against For capital structure. 5. A shareholder proposal regarding human Shr Against For rights impact assessment of targeted advertising. 6. A shareholder proposal regarding report on Shr Against For lobbying disclosures. 7. A shareholder proposal regarding report on Shr Against For allegations of political entanglement and content management biases in India. 8. A shareholder proposal regarding report on Shr Against For framework to assess company lobbying alignment with climate goals. 9. A shareholder proposal regarding report on Shr Against For reproductive rights and data privacy. 10. A shareholder proposal regarding report on Shr Against For enforcement of Community Standards and user content. 11. A shareholder proposal regarding report on Shr Against For child safety impacts and actual harm reduction to children. 12. A shareholder proposal regarding report on Shr Against For pay calibration to externalized costs. 13. A shareholder proposal regarding Shr Against For performance review of the audit & risk oversight committee. -------------------------------------------------------------------------------------------------------------------------- MICROSOFT CORPORATION Agenda Number: 935722567 -------------------------------------------------------------------------------------------------------------------------- Security: 594918104 Meeting Type: Annual Meeting Date: 13-Dec-2022 Ticker: MSFT ISIN: US5949181045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Reid G. Hoffman Mgmt For For 1b. Election of Director: Hugh F. Johnston Mgmt For For 1c. Election of Director: Teri L. List Mgmt For For 1d. Election of Director: Satya Nadella Mgmt For For 1e. Election of Director: Sandra E. Peterson Mgmt For For 1f. Election of Director: Penny S. Pritzker Mgmt For For 1g. Election of Director: Carlos A. Rodriguez Mgmt For For 1h. Election of Director: Charles W. Scharf Mgmt For For 1i. Election of Director: John W. Stanton Mgmt For For 1j. Election of Director: John W. Thompson Mgmt For For 1k. Election of Director: Emma N. Walmsley Mgmt For For 1l. Election of Director: Padmasree Warrior Mgmt For For 2. Advisory vote to approve named executive Mgmt For For officer compensation 3. Ratification of the Selection of Deloitte & Mgmt For For Touche LLP as our Independent Auditor for Fiscal Year 2023 4. Shareholder Proposal - Cost/Benefit Shr Against For Analysis of Diversity and Inclusion 5. Shareholder Proposal - Report on Hiring of Shr Against For Persons with Arrest or Incarceration Records 6. Shareholder Proposal - Report on Investment Shr Against For of Retirement Funds in Companies Contributing to Climate Change 7. Shareholder Proposal - Report on Government Shr Against For Use of Microsoft Technology 8. Shareholder Proposal - Report on Shr Against For Development of Products for Military 9. Shareholder Proposal - Report on Tax Shr Against For Transparency -------------------------------------------------------------------------------------------------------------------------- MOLSON COORS BEVERAGE COMPANY Agenda Number: 935812405 -------------------------------------------------------------------------------------------------------------------------- Security: 60871R209 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: TAP ISIN: US60871R2094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Roger G. Eaton Mgmt For For Charles M. Herington Mgmt For For H. Sanford Riley Mgmt For For 2. To approve, in a non-binding advisory vote, Mgmt For For the compensation of Molson Coors Beverage Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- MONSTER BEVERAGE CORPORATION Agenda Number: 935852485 -------------------------------------------------------------------------------------------------------------------------- Security: 61174X109 Meeting Type: Annual Meeting Date: 22-Jun-2023 Ticker: MNST ISIN: US61174X1090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Rodney C. Sacks Mgmt For For Hilton H. Schlosberg Mgmt For For Mark J. Hall Mgmt For For Ana Demel Mgmt For For James L. Dinkins Mgmt For For Gary P. Fayard Mgmt For For Tiffany M. Hall Mgmt For For Jeanne P. Jackson Mgmt For For Steven G. Pizula Mgmt For For Mark S. Vidergauz Mgmt For For 2. Proposal to ratify the appointment of Ernst Mgmt For For & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. 3. Proposal to approve, on a non-binding, Mgmt For For advisory basis, the compensation of the Company's named executive officers. 4. Proposal to approve, on a non-binding, Mgmt 1 Year For advisory basis, the frequency with which stockholders will approve the compensation of the Company's named executive officers. 5. Proposal to approve the amendment and Mgmt For For restatement of the Amended and Restated Certificate of Incorporation of the Company, as amended, to increase the number of authorized shares of common stock, par value $0.005 per share, from 1,250,000,000 shares to 5,000,000,000 shares. 6. Proposal to approve the amendment and Mgmt For For restatement of the Amended and Restated Certificate of Incorporation of the Company, as amended, to reflect new Delaware law provisions regarding officer exculpation. -------------------------------------------------------------------------------------------------------------------------- MSCI INC. Agenda Number: 935774554 -------------------------------------------------------------------------------------------------------------------------- Security: 55354G100 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: MSCI ISIN: US55354G1004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Henry A. Fernandez Mgmt For For 1b. Election of Director: Robert G. Ashe Mgmt For For 1c. Election of Director: Wayne Edmunds Mgmt For For 1d. Election of Director: Catherine R. Kinney Mgmt For For 1e. Election of Director: Robin Matlock Mgmt For For 1f. Election of Director: Jacques P. Perold Mgmt For For 1g. Election of Director: C.D. Baer Pettit Mgmt For For 1h. Election of Director: Sandy C. Rattray Mgmt For For 1i. Election of Director: Linda H. Riefler Mgmt For For 1j. Election of Director: Marcus L. Smith Mgmt For For 1k. Election of Director: Rajat Taneja Mgmt For For 1l. Election of Director: Paula Volent Mgmt For For 2. To approve, by non-binding vote, our Mgmt For For executive compensation, as described in these proxy materials. 3. To recommend, by non-binding vote, the Mgmt 1 Year For frequency of future advisory votes to approve executive compensation. 4. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as independent auditor. -------------------------------------------------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORPORATION Agenda Number: 935786713 -------------------------------------------------------------------------------------------------------------------------- Security: 674599105 Meeting Type: Annual Meeting Date: 05-May-2023 Ticker: OXY ISIN: US6745991058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Vicky A. Bailey Mgmt For For 1b. Election of Director: Andrew Gould Mgmt For For 1c. Election of Director: Carlos M. Gutierrez Mgmt For For 1d. Election of Director: Vicki Hollub Mgmt For For 1e. Election of Director: William R. Klesse Mgmt For For 1f. Election of Director: Jack B. Moore Mgmt For For 1g. Election of Director: Claire O'Neill Mgmt For For 1h. Election of Director: Avedick B. Poladian Mgmt For For 1i. Election of Director: Ken Robinson Mgmt For For 1j. Election of Director: Robert M. Shearer Mgmt For For 2. Advisory Vote on the Frequency of Future Mgmt 1 Year For Advisory Votes to Approve Named Executive Officer Compensation. 3. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation. 4. Ratification of Selection of KPMG as Mgmt For For Occidental's Independent Auditor. 5. Shareholder Proposal Requesting an Shr Against For Independent Board Chairman Policy. -------------------------------------------------------------------------------------------------------------------------- ORGANON & CO. Agenda Number: 935839588 -------------------------------------------------------------------------------------------------------------------------- Security: 68622V106 Meeting Type: Annual Meeting Date: 06-Jun-2023 Ticker: OGN ISIN: US68622V1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class II Director: Carrie S. Mgmt For For Cox 1b. Election of Class II Director: Alan Mgmt For For Ezekowitz, M.D. 1c. Election of Class II Director: Helene Mgmt For For Gayle, M.D. 1d. Election of Class II Director: Deborah Mgmt For For Leone 2. Approve, on a non-binding advisory basis, Mgmt For For the compensation of Organon's Named Executive Officers. 3. Ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as Organon's independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- PAYPAL HOLDINGS, INC. Agenda Number: 935821036 -------------------------------------------------------------------------------------------------------------------------- Security: 70450Y103 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: PYPL ISIN: US70450Y1038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Rodney C. Adkins Mgmt For For 1b. Election of Director: Jonathan Christodoro Mgmt For For 1c. Election of Director: John J. Donahoe Mgmt For For 1d. Election of Director: David W. Dorman Mgmt For For 1e. Election of Director: Belinda J. Johnson Mgmt For For 1f. Election of Director: Enrique Lores Mgmt For For 1g. Election of Director: Gail J. McGovern Mgmt For For 1h. Election of Director: Deborah M. Messemer Mgmt For For 1i. Election of Director: David M. Moffett Mgmt For For 1j. Election of Director: Ann M. Sarnoff Mgmt For For 1k. Election of Director: Daniel H. Schulman Mgmt For For 1l. Election of Director: Frank D. Yeary Mgmt For For 2. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation. 3. Approval of the PayPal Holdings, Inc. 2015 Mgmt For For Equity Incentive Award Plan, as Amended and Restated. 4. Ratification of the Appointment of Mgmt For For PricewaterhouseCoopers LLP as Our Independent Auditor for 2023. 5. Stockholder Proposal - Provision of Shr Against For Services in Conflict Zones. 6. Stockholder Proposal - Reproductive Rights Shr Against For and Data Privacy. 7. Stockholder Proposal - PayPal Transparency Shr Against For Reports. 8. Stockholder Proposal - Report on Ensuring Shr Against For Respect for Civil Liberties. 9. Stockholder Proposal - Adopt Majority Vote Shr Against For Standard for Director Elections. -------------------------------------------------------------------------------------------------------------------------- PEPSICO, INC. Agenda Number: 935784795 -------------------------------------------------------------------------------------------------------------------------- Security: 713448108 Meeting Type: Annual Meeting Date: 03-May-2023 Ticker: PEP ISIN: US7134481081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Segun Agbaje Mgmt For For 1b. Election of Director: Jennifer Bailey Mgmt For For 1c. Election of Director: Cesar Conde Mgmt For For 1d. Election of Director: Ian Cook Mgmt For For 1e. Election of Director: Edith W. Cooper Mgmt For For 1f. Election of Director: Susan M. Diamond Mgmt For For 1g. Election of Director: Dina Dublon Mgmt For For 1h. Election of Director: Michelle Gass Mgmt For For 1i. Election of Director: Ramon L. Laguarta Mgmt For For 1j. Election of Director: Dave J. Lewis Mgmt For For 1k. Election of Director: David C. Page Mgmt For For 1l. Election of Director: Robert C. Pohlad Mgmt For For 1m. Election of Director: Daniel Vasella Mgmt For For 1n. Election of Director: Darren Walker Mgmt For For 1o. Election of Director: Alberto Weisser Mgmt For For 2. Ratification of the appointment of KPMG LLP Mgmt For For as the Company's independent registered public accounting firm for fiscal year 2023. 3. Advisory approval of the Company's Mgmt For For executive compensation 4. Advisory vote on frequency of future Mgmt 1 Year For shareholder advisory approval of the Company's executive compensation. 5. Shareholder Proposal - Independent Board Shr Against For Chair. 6. Shareholder Proposal - Global Transparency Shr Against For Report. 7. Shareholder Proposal - Report on Impacts of Shr Against For Reproductive Healthcare Legislation 8. Shareholder Proposal - Congruency Report on Shr Against For Net-Zero Emissions Policies. -------------------------------------------------------------------------------------------------------------------------- PFIZER INC. Agenda Number: 935778451 -------------------------------------------------------------------------------------------------------------------------- Security: 717081103 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: PFE ISIN: US7170811035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Ronald E. Blaylock Mgmt For For 1b. Election of Director: Albert Bourla Mgmt For For 1c. Election of Director: Susan Mgmt For For Desmond-Hellmann 1d. Election of Director: Joseph J. Echevarria Mgmt For For 1e. Election of Director: Scott Gottlieb Mgmt For For 1f. Election of Director: Helen H. Hobbs Mgmt For For 1g. Election of Director: Susan Hockfield Mgmt For For 1h. Election of Director: Dan R. Littman Mgmt For For 1i. Election of Director: Shantanu Narayen Mgmt For For 1j. Election of Director: Suzanne Nora Johnson Mgmt For For 1k. Election of Director: James Quincey Mgmt For For 1l. Election of Director: James C. Smith Mgmt For For 2. Ratify the selection of KPMG LLP as Mgmt For For independent registered public accounting firm for 2023 3. 2023 advisory approval of executive Mgmt For For compensation 4. Advisory vote on frequency of future Mgmt 1 Year For advisory votes to approve executive compensation 5. Shareholder proposal regarding ratification Shr Against For of termination pay 6. Shareholder proposal regarding independent Shr Against For board chairman policy 7. Shareholder proposal regarding transfer of Shr Against For intellectual property to potential COVID-19 manufacturers feasibility report 8. Shareholder proposal regarding impact of Shr Against For extended patent exclusivities on product access report 9. Shareholder proposal regarding political Shr Against For contributions congruency report -------------------------------------------------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Agenda Number: 935785040 -------------------------------------------------------------------------------------------------------------------------- Security: 718172109 Meeting Type: Annual Meeting Date: 03-May-2023 Ticker: PM ISIN: US7181721090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Brant Bonin Bough Mgmt For For 1b. Election of Director: Andre Calantzopoulos Mgmt For For 1c. Election of Director: Michel Combes Mgmt For For 1d. Election of Director: Juan Jose Daboub Mgmt For For 1e. Election of Director: Werner Geissler Mgmt For For 1f. Election of Director: Lisa A. Hook Mgmt For For 1g. Election of Director: Jun Makihara Mgmt For For 1h. Election of Director: Kalpana Morparia Mgmt For For 1i. Election of Director: Jacek Olczak Mgmt For For 1j. Election of Director: Robert B. Polet Mgmt For For 1k. Election of Director: Dessislava Temperley Mgmt For For 1l. Election of Director: Shlomo Yanai Mgmt For For 2. Advisory Vote Approving Executive Mgmt For For Compensation 3. Advisory Vote on the Frequency of Future Mgmt 1 Year For Say-On-Pay Votes, with the Board of Directors Recommending a Say-On-Pay Vote 4. Ratification of the Selection of Mgmt For For Independent Auditors 5. Shareholder Proposal to make nicotine level Shr Against For information available to customers and begin reducing nicotine levels -------------------------------------------------------------------------------------------------------------------------- PHILLIPS 66 Agenda Number: 935793718 -------------------------------------------------------------------------------------------------------------------------- Security: 718546104 Meeting Type: Annual Meeting Date: 10-May-2023 Ticker: PSX ISIN: US7185461040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class II Director to Hold Mgmt For For Office until the 2026 Annual Meeting: Gregory J. Hayes 1b. Election of Class II Director to Hold Mgmt For For Office until the 2026 Annual Meeting: Charles M. Holley 1c. Election of Class II Director to Hold Mgmt For For Office until the 2026 Annual Meeting: Denise R. Singleton 1d. Election of Class II Director to Hold Mgmt For For Office until the 2026 Annual Meeting: Glenn F. Tilton 1e. Election of Class II Director to Hold Mgmt For For Office until the 2026 Annual Meeting: Marna C. Whittington 2. Management Proposal to Approve the Mgmt For For Declassification of the Board of Directors. 3. Advisory vote to approve our executive Mgmt For For compensation. 4. Ratification of the Appointment of Ernst & Mgmt For For Young LLP as the Company's independent registered public accounting firm. 5. Shareholder proposal requesting audited Shr Against For report on the impact to chemicals business under the System Change Scenario. -------------------------------------------------------------------------------------------------------------------------- QUEST DIAGNOSTICS INCORPORATED Agenda Number: 935807137 -------------------------------------------------------------------------------------------------------------------------- Security: 74834L100 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: DGX ISIN: US74834L1008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: James E. Davis Mgmt For For 1b. Election of Director: Luis A. Diaz, Jr., Mgmt For For M.D. 1c. Election of Director: Tracey C. Doi Mgmt For For 1d. Election of Director: Vicky B. Gregg Mgmt For For 1e. Election of Director: Wright L. Lassiter, Mgmt For For III 1f. Election of Director: Timothy L. Main Mgmt For For 1g. Election of Director: Denise M. Morrison Mgmt For For 1h. Election of Director: Gary M. Pfeiffer Mgmt For For 1i. Election of Director: Timothy M. Ring Mgmt For For 1j. Election of Director: Gail R. Wilensky, Mgmt For For Ph.D. 2. An advisory resolution to approve the Mgmt For For executive officer compensation disclosed in the Company's 2023 proxy statement 3. An advisory vote to recommend the frequency Mgmt 1 Year For of the stockholder advisory vote to approve executive officer compensation 4. Ratification of the appointment of our Mgmt For For independent registered public accounting firm for 2023 5. Approval of the Amended and Restated Mgmt For For Employee Long-Term Incentive Plan 6. Stockholder proposal regarding a report on Shr Against For the Company's greenhouse gas emissions -------------------------------------------------------------------------------------------------------------------------- RAYTHEON TECHNOLOGIES Agenda Number: 935780468 -------------------------------------------------------------------------------------------------------------------------- Security: 75513E101 Meeting Type: Annual Meeting Date: 02-May-2023 Ticker: RTX ISIN: US75513E1010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Tracy A. Atkinson Mgmt For For 1b. Election of Director: Leanne G. Caret Mgmt For For 1c. Election of Director: Bernard A. Harris, Mgmt For For Jr. 1d. Election of Director: Gregory J. Hayes Mgmt For For 1e. Election of Director: George R. Oliver Mgmt For For 1f. Election of Director: Robert K. (Kelly) Mgmt For For Ortberg 1g. Election of Director: Dinesh C. Paliwal Mgmt For For 1h. Election of Director: Ellen M. Pawlikowski Mgmt For For 1i. Election of Director: Denise L. Ramos Mgmt For For 1j. Election of Director: Fredric G. Reynolds Mgmt For For 1k. Election of Director: Brian C. Rogers Mgmt For For 1l. Election of Director: James A. Winnefeld, Mgmt For For Jr. 1m. Election of Director: Robert O. Work Mgmt For For 2. Advisory Vote to Approve Executive Mgmt For For Compensation 3. Advisory Vote on the Frequency of Mgmt 1 Year For Shareowner Votes on Named Executive Officer Compensation 4. Appoint PricewaterhouseCoopers LLP to Serve Mgmt For For as Independent Auditor for 2023 5. Approve an Amendment to the Restated Mgmt For For Certificate of Incorporation to Repeal Article Ninth 6. Approve an Amendment to the Restated Mgmt For For Certificate of Incorporation to Eliminate Personal Liability of Officers for Monetary Damages for Breach of Fiduciary Duty as an Officer 7. Shareowner Proposal Requesting the Board Shr Against For Adopt an Independent Board Chair Policy 8. Shareowner Proposal Requesting a Report on Shr Against For Greenhouse Gas Reduction Plan -------------------------------------------------------------------------------------------------------------------------- RYAN SPECIALTY HOLDINGS, INC. Agenda Number: 935787107 -------------------------------------------------------------------------------------------------------------------------- Security: 78351F107 Meeting Type: Annual Meeting Date: 01-May-2023 Ticker: RYAN ISIN: US78351F1075 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: David P. Bolger Mgmt For For 1.2 Election of Director: Nicholas D. Cortezi Mgmt For For 1.3 Election of Director: Robert Le Blanc Mgmt For For 2. To ratify the selection of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. 3. To approve, by a non-binding advisory vote, Mgmt For For the compensation of our named executive officers (i.e., "say-on-pay proposal"). -------------------------------------------------------------------------------------------------------------------------- SALLY BEAUTY HOLDINGS, INC. Agenda Number: 935745945 -------------------------------------------------------------------------------------------------------------------------- Security: 79546E104 Meeting Type: Annual Meeting Date: 26-Jan-2023 Ticker: SBH ISIN: US79546E1047 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Rachel R. Bishop Ph. Mgmt For For D. 1.2 Election of Director: Jeffrey Boyer Mgmt For For 1.3 Election of Director: Diana S. Ferguson Mgmt For For 1.4 Election of Director: Dorlisa K. Flur Mgmt For For 1.5 Election of Director: James M. Head Mgmt For For 1.6 Election of Director: Linda Heasley Mgmt For For 1.7 Election of Director: Lawrence "Chip" P. Mgmt For For Molloy 1.8 Election of Director: Erin Nealy Cox Mgmt For For 1.9 Election of Director: Denise Paulonis Mgmt For For 2. Approval of the compensation of the Mgmt For For Company's executive officers including the Company's compensation practices and principles and their implementation. 3. Frequency of advisory votes on executive Mgmt 1 Year For compensation. 4. Ratification of the selection of KPMG LLP Mgmt For For as the Company's independent registered public accounting firm for the fiscal year 2023. -------------------------------------------------------------------------------------------------------------------------- TELEFONICA, S.A. Agenda Number: 935774237 -------------------------------------------------------------------------------------------------------------------------- Security: 879382208 Meeting Type: Annual Meeting Date: 30-Mar-2023 Ticker: TEF ISIN: US8793822086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Approval of the Annual Accounts and of the Mgmt For Management Report of both Telefonica, S.A. and its Consolidated Group of Companies for fiscal year 2022.* 1.2 Approval of the Statement of Non-Financial Mgmt For Information of the Consolidated Group of Companies led by Telefonica, S.A. for fiscal year 2022 included in the Consolidated Management Report of Telefonica, S.A. and of its Group of Companies for such fiscal year.* 1.3 Approval of the management of the Board of Mgmt For Directors of Telefonica, S.A. during fiscal year 2022.* 2. Approval of the Proposed Allocation of the Mgmt For Profits/Losses of Telefonica, S.A. for fiscal year 2022.* 3. Re-election of the Statutory Auditor for Mgmt For fiscal year 2023.* 4. Reduction of share capital through the Mgmt For cancellation of own shares, excluding the right of creditors to object, amending the text of Article 6 of the By-Laws relating to share capital.* 5. Shareholder compensation. Distribution of Mgmt For dividends from unrestricted reserves.* 6. Authorization for the acquisition of own Mgmt For shares, directly or through Group companies.* 7. Approval of the Telefonica, S.A. Directors' Mgmt For Remuneration Policy.* 8. Delegation of powers to formalize, Mgmt For interpret, rectify and carry out the resolutions adopted by the shareholders at the General Shareholders' Meeting.* 9. Consultative vote on the 2022 Annual Report Mgmt For on Directors Remuneration.* -------------------------------------------------------------------------------------------------------------------------- THE BANK OF NEW YORK MELLON CORPORATION Agenda Number: 935771180 -------------------------------------------------------------------------------------------------------------------------- Security: 064058100 Meeting Type: Annual Meeting Date: 12-Apr-2023 Ticker: BK ISIN: US0640581007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Linda Z. Cook Mgmt For For 1b. Election of Director: Joseph J. Echevarria Mgmt For For 1c. Election of Director: M. Amy Gilliland Mgmt For For 1d. Election of Director: Jeffrey A. Goldstein Mgmt For For 1e. Election of Director: K. Guru Gowrappan Mgmt For For 1f. Election of Director: Ralph Izzo Mgmt For For 1g. Election of Director: Sandra E. "Sandie" Mgmt For For O'Connor 1h. Election of Director: Elizabeth E. Robinson Mgmt For For 1i. Election of Director: Frederick O. Terrell Mgmt For For 1j. Election of Director: Robin Vince Mgmt For For 1k. Election of Director: Alfred W. "Al" Zollar Mgmt For For 2. Advisory resolution to approve the 2022 Mgmt For For compensation of our named executive officers. 3. Advisory vote recommending the frequency Mgmt 1 Year For with which we conduct a say-on-pay vote. 4. Ratify the appointment of KPMG LLP as our Mgmt For For independent auditor for 2023. 5. Approve the 2023 Long-Term Incentive Plan. Mgmt For For 6. Stockholder proposal regarding stockholder Shr Against For ratification of certain executive severance payments, if properly presented. -------------------------------------------------------------------------------------------------------------------------- THE BOEING COMPANY Agenda Number: 935770063 -------------------------------------------------------------------------------------------------------------------------- Security: 097023105 Meeting Type: Annual Meeting Date: 18-Apr-2023 Ticker: BA ISIN: US0970231058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Robert A. Bradway Mgmt For For 1b. Election of Director: David L. Calhoun Mgmt For For 1c. Election of Director: Lynne M. Doughtie Mgmt For For 1d. Election of Director: David L. Gitlin Mgmt For For 1e. Election of Director: Lynn J. Good Mgmt For For 1f. Election of Director: Stayce D. Harris Mgmt For For 1g. Election of Director: Akhil Johri Mgmt For For 1h. Election of Director: David L. Joyce Mgmt For For 1i. Election of Director: Lawrence W. Kellner Mgmt For For 1j. Election of Director: Steven M. Mollenkopf Mgmt For For 1k. Election of Director: John M. Richardson Mgmt For For 1l. Election of Director: Sabrina Soussan Mgmt For For 1m. Election of Director: Ronald A. Williams Mgmt For For 2. Approve, on an Advisory Basis, Named Mgmt For For Executive Officer Compensation. 3. Approve, on an Advisory Basis, the Mgmt 1 Year For Frequency of Future Advisory Votes on Named Executive Officer Compensation. 4. Approve The Boeing Company 2023 Incentive Mgmt For For Stock Plan. 5. Ratify the Appointment of Deloitte & Touche Mgmt For For LLP as Independent Auditor for 2023. 6. China Report. Shr Against For 7. Report on Lobbying Activities. Shr Against For 8. Report on Climate Lobbying. Shr Against For 9. Pay Equity Disclosure. Shr Against For -------------------------------------------------------------------------------------------------------------------------- THE CIGNA GROUP Agenda Number: 935779073 -------------------------------------------------------------------------------------------------------------------------- Security: 125523100 Meeting Type: Annual Meeting Date: 26-Apr-2023 Ticker: CI ISIN: US1255231003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: David M. Cordani Mgmt For For 1b. Election of Director: William J. DeLaney Mgmt For For 1c. Election of Director: Eric J. Foss Mgmt For For 1d. Election of Director: Retired Maj. Gen. Mgmt For For Elder Granger, M.D. 1e. Election of Director: Neesha Hathi Mgmt For For 1f. Election of Director: George Kurian Mgmt For For 1g. Election of Director: Kathleen M. Mgmt For For Mazzarella 1h. Election of Director: Mark B. McClellan, Mgmt For For M.D., Ph.D. 1i. Election of Director: Kimberly A. Ross Mgmt For For 1j. Election of Director: Eric C. Wiseman Mgmt For For 1k. Election of Director: Donna F. Zarcone Mgmt For For 2. Advisory approval of The Cigna Group's Mgmt For For executive compensation 3. Advisory approval of the frequency of Mgmt 1 Year For future advisory votes on executive compensation 4. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as The Cigna Group's independent registered public accounting firm for 2023 5. Approval of an amendment to our Restated Mgmt For For Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law 6. Shareholder proposal - Special shareholder Shr Against For meeting improvement 7. Shareholder proposal - Political Shr Against For contributions report -------------------------------------------------------------------------------------------------------------------------- THE COCA-COLA COMPANY Agenda Number: 935776685 -------------------------------------------------------------------------------------------------------------------------- Security: 191216100 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: KO ISIN: US1912161007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Herb Allen Mgmt For For 1b. Election of Director: Marc Bolland Mgmt For For 1c. Election of Director: Ana Botin Mgmt For For 1d. Election of Director: Christopher C. Davis Mgmt For For 1e. Election of Director: Barry Diller Mgmt For For 1f. Election of Director: Carolyn Everson Mgmt For For 1g. Election of Director: Helene D. Gayle Mgmt For For 1h. Election of Director: Alexis M. Herman Mgmt For For 1i. Election of Director: Maria Elena Mgmt For For Lagomasino 1j. Election of Director: Amity Millhiser Mgmt For For 1k. Election of Director: James Quincey Mgmt For For 1l. Election of Director: Caroline J. Tsay Mgmt For For 1m. Election of Director: David B. Weinberg Mgmt For For 2. Advisory vote to approve executive Mgmt For For compensation 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes to approve executive compensation 4. Ratify the appointment of Ernst & Young LLP Mgmt For For as independent Auditors of the Company to serve for the 2023 fiscal year 5. Shareowner proposal requesting an audit of Shr Against For the Company's impact on nonwhite stakeholders 6. Shareowner proposal requesting a global Shr Against For transparency report 7. Shareowner proposal regarding political Shr Against For expenditures values alignment 8. Shareowner proposal requesting an Shr Against For independent Board chair policy 9. Shareowner proposal requesting a report on Shr Against For risks from state policies restricting reproductive rights -------------------------------------------------------------------------------------------------------------------------- THE GREENBRIER COMPANIES, INC. Agenda Number: 935736528 -------------------------------------------------------------------------------------------------------------------------- Security: 393657101 Meeting Type: Annual Meeting Date: 06-Jan-2023 Ticker: GBX ISIN: US3936571013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Wanda F. Felton Mgmt For For 1b. Election of Director: Graeme A. Jack Mgmt For For 1c. Election of Director: David L. Starling Mgmt For For 1d. Election of Director: Lorie L. Tekorius Mgmt For For 1e. Election of Director: Wendy L. Teramoto Mgmt For For 2. Advisory approval of the compensation of Mgmt For For the Company's named executive officers. 3. Ratification of the appointment of KPMG LLP Mgmt For For as the Company's independent auditors for 2023. -------------------------------------------------------------------------------------------------------------------------- THE HOME DEPOT, INC. Agenda Number: 935795659 -------------------------------------------------------------------------------------------------------------------------- Security: 437076102 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: HD ISIN: US4370761029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Gerard J. Arpey Mgmt For For 1b. Election of Director: Ari Bousbib Mgmt For For 1c. Election of Director: Jeffery H. Boyd Mgmt For For 1d. Election of Director: Gregory D. Brenneman Mgmt For For 1e. Election of Director: J. Frank Brown Mgmt For For 1f. Election of Director: Albert P. Carey Mgmt For For 1g. Election of Director: Edward P. Decker Mgmt For For 1h. Election of Director: Linda R. Gooden Mgmt For For 1i. Election of Director: Wayne M. Hewett Mgmt For For 1j. Election of Director: Manuel Kadre Mgmt For For 1k. Election of Director: Stephanie C. Linnartz Mgmt For For 1l. Election of Director: Paula Santilli Mgmt For For 1m. Election of Director: Caryn Seidman-Becker Mgmt For For 2. Ratification of the Appointment of KPMG LLP Mgmt For For 3. Advisory Vote to Approve Executive Mgmt For For Compensation ("Say-on-Pay") 4. Advisory Vote on the Frequency of Future Mgmt 1 Year For Say-on-Pay Votes 5. Shareholder Proposal Regarding Amendment of Shr Against For Shareholder Written Consent Right 6. Shareholder Proposal Regarding Independent Shr Against For Board Chair 7. Shareholder Proposal Regarding Political Shr Against For Contributions Congruency Analysis 8. Shareholder Proposal Regarding Rescission Shr Against For of Racial Equity Audit Proposal Vote 9. Shareholder Proposal Regarding Senior Shr Against For Management Commitment to Avoid Political Speech -------------------------------------------------------------------------------------------------------------------------- THE KROGER CO. Agenda Number: 935864579 -------------------------------------------------------------------------------------------------------------------------- Security: 501044101 Meeting Type: Annual Meeting Date: 22-Jun-2023 Ticker: KR ISIN: US5010441013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Nora A. Aufreiter Mgmt For For 1b. Election of Director: Kevin M. Brown Mgmt For For 1c. Election of Director: Elaine L. Chao Mgmt For For 1d. Election of Director: Anne Gates Mgmt For For 1e. Election of Director: Karen M. Hoguet Mgmt For For 1f. Election of Director: W. Rodney McMullen Mgmt For For 1g. Election of Director: Clyde R. Moore Mgmt For For 1h. Election of Director: Ronald L. Sargent Mgmt For For 1i. Election of Director: J. Amanda Sourry Knox Mgmt For For 1j. Election of Director: Mark S. Sutton Mgmt For For 1k. Election of Director: Ashok Vemuri Mgmt For For 2. Approval, on an advisory basis, of Kroger's Mgmt For For executive compensation. 3. Advisory Vote on Frequency of Future Votes Mgmt 1 Year For on Executive Compensation. 4. Ratification of PricewaterhouseCoopers LLP, Mgmt For For as auditors. 5. Report on Public Health Costs from Sale of Shr Against For Tobacco Products. 6. Listing of Charitable Contributions of Shr Against For $10,000 or More. 7. Report on Recyclability of Packaging. Shr Against For 8. Report on Racial and Gender Pay Gaps. Shr Against For 9. Report on EEO Policy Risks. Shr Against For -------------------------------------------------------------------------------------------------------------------------- THE MOSAIC COMPANY Agenda Number: 935817051 -------------------------------------------------------------------------------------------------------------------------- Security: 61945C103 Meeting Type: Annual Meeting Date: 25-May-2023 Ticker: MOS ISIN: US61945C1036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Cheryl K. Beebe Mgmt For For 1b. Election of Director: Gregory L. Ebel Mgmt For For 1c. Election of Director: Timothy S. Gitzel Mgmt For For 1d. Election of Director: Denise C. Johnson Mgmt For For 1e. Election of Director: Emery N. Koenig Mgmt For For 1f. Election of Director: James ("Joc") C. Mgmt For For O'Rourke 1g. Election of Director: David T. Seaton Mgmt For For 1h. Election of Director: Steven M. Seibert Mgmt For For 1i. Election of Director: Joao Roberto Mgmt For For Goncalves Teixeira 1j. Election of Director: Gretchen H. Watkins Mgmt For For 1k. Election of Director: Kelvin R. Westbrook Mgmt For For 2. Approval of The Mosaic Company 2023 Stock Mgmt For For and Incentive Plan. 3. Ratification of the appointment of KPMG LLP Mgmt For For as the Company's independent registered public accounting firm for the year ending December 31, 2023. 4. An advisory vote to approve the Mgmt For For compensation of our named executive officers as disclosed in the Proxy Statement. 5. An advisory vote on the frequency of future Mgmt 1 Year For stockholder advisory votes on executive compensation. 6. A stockholder proposal to reduce the Shr Against For ownership threshold to call a special meeting. 7. A stockholder proposal to report on the Shr Against For Company's plans to reduce greenhouse gas emissions. -------------------------------------------------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Agenda Number: 935703149 -------------------------------------------------------------------------------------------------------------------------- Security: 742718109 Meeting Type: Annual Meeting Date: 11-Oct-2022 Ticker: PG ISIN: US7427181091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. ELECTION OF DIRECTOR: B. Marc Allen Mgmt For For 1b. ELECTION OF DIRECTOR: Angela F. Braly Mgmt For For 1c. ELECTION OF DIRECTOR: Amy L. Chang Mgmt For For 1d. ELECTION OF DIRECTOR: Joseph Jimenez Mgmt For For 1e. ELECTION OF DIRECTOR: Christopher Mgmt For For Kempczinski 1f. ELECTION OF DIRECTOR: Debra L. Lee Mgmt For For 1g. ELECTION OF DIRECTOR: Terry J. Lundgren Mgmt For For 1h. ELECTION OF DIRECTOR: Christine M. McCarthy Mgmt For For 1i. ELECTION OF DIRECTOR: Jon R. Moeller Mgmt For For 1j. ELECTION OF DIRECTOR: Rajesh Subramaniam Mgmt For For 1k. ELECTION OF DIRECTOR: Patricia A. Woertz Mgmt For For 2. Ratify Appointment of the Independent Mgmt For For Registered Public Accounting Firm 3. Advisory Vote to Approve the Company's Mgmt For For Executive Compensation (the "Say on Pay" vote) -------------------------------------------------------------------------------------------------------------------------- THE TRAVELERS COMPANIES, INC. Agenda Number: 935820983 -------------------------------------------------------------------------------------------------------------------------- Security: 89417E109 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: TRV ISIN: US89417E1091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Alan L. Beller Mgmt For For 1b. Election of Director: Janet M. Dolan Mgmt For For 1c. Election of Director: Russell G. Golden Mgmt For For 1d. Election of Director: Patricia L. Higgins Mgmt For For 1e. Election of Director: William J. Kane Mgmt For For 1f. Election of Director: Thomas B. Leonardi Mgmt For For 1g. Election of Director: Clarence Otis Jr. Mgmt For For 1h. Election of Director: Elizabeth E. Robinson Mgmt For For 1i. Election of Director: Philip T. Ruegger III Mgmt For For 1j. Election of Director: Rafael Santana Mgmt For For 1k. Election of Director: Todd C. Schermerhorn Mgmt For For 1l. Election of Director: Alan D. Schnitzer Mgmt For For 1m. Election of Director: Laurie J. Thomsen Mgmt For For 1n. Election of Director: Bridget van Kralingen Mgmt For For 2. Ratification of the appointment of KPMG LLP Mgmt For For as The Travelers Companies, Inc.'s independent registered public accounting firm for 2023. 3. Non-binding vote on the frequency of future Mgmt 1 Year For votes to approve executive compensation. 4. Non-binding vote to approve executive Mgmt For For compensation. 5. Approve The Travelers Companies, Inc. 2023 Mgmt For For Stock Incentive Plan. 6. Shareholder proposal relating to the Shr Against For issuance of a report on GHG emissions, if presented at the Annual Meeting of Shareholders. 7. Shareholder proposal relating to policies Shr Against For regarding fossil fuel supplies, if presented at the Annual Meeting of Shareholders. 8. Shareholder proposal relating to conducting Shr Against For a racial equity audit, if presented at the Annual Meeting of Shareholders. 9. Shareholder proposal relating to the Shr Against For issuance of a report on insuring law enforcement, if presented at the Annual Meeting of Shareholders. 10. Shareholder proposal relating to additional Shr Against For disclosure of third party political contributions, if presented at the Annual Meeting of Shareholders. -------------------------------------------------------------------------------------------------------------------------- U.S. BANCORP Agenda Number: 935771914 -------------------------------------------------------------------------------------------------------------------------- Security: 902973304 Meeting Type: Annual Meeting Date: 18-Apr-2023 Ticker: USB ISIN: US9029733048 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Warner L. Baxter Mgmt For For 1b. Election of Director: Dorothy J. Bridges Mgmt For For 1c. Election of Director: Elizabeth L. Buse Mgmt For For 1d. Election of Director: Andrew Cecere Mgmt For For 1e. Election of Director: Alan B. Colberg Mgmt For For 1f. Election of Director: Kimberly N. Mgmt For For Ellison-Taylor 1g Election of Director: Kimberly J. Harris Mgmt For For 1h. Election of Director: Roland A. Hernandez Mgmt For For 1i. Election of Director: Richard P. McKenney Mgmt For For 1j. Election of Director: Yusuf I. Mehdi Mgmt For For 1k. Election of Director: Loretta E. Reynolds Mgmt For For 1l. Election of Director: John P. Wiehoff Mgmt For For 1m. Election of Director: Scott W. Wine Mgmt For For 2. An advisory vote to approve the Mgmt For For compensation of our executives disclosed in the proxy statement. 3. An advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. 4. The ratification of the selection of Ernst Mgmt For For & Young LLP as our independent auditor for the 2023 fiscal year. -------------------------------------------------------------------------------------------------------------------------- UNILEVER PLC Agenda Number: 935793124 -------------------------------------------------------------------------------------------------------------------------- Security: 904767704 Meeting Type: Annual Meeting Date: 03-May-2023 Ticker: UL ISIN: US9047677045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To receive the Report and Accounts for the Mgmt For For year ended 31 December 2022. 2. To approve the Directors' Remuneration Mgmt For For Report. 3. To re-elect Nils Andersen as a Director. Mgmt For For 4. To re-elect Judith Hartmann as a Director. Mgmt For For 5. To re-elect Adrian Hennah as a Director. Mgmt For For 6. To re-elect Alan Jope as a Director. Mgmt For For 7. To re-elect Andrea Jung as a Director. Mgmt For For 8. To re-elect Susan Kilsby as a Director. Mgmt For For 9. To re-elect Ruby Lu as a Director. Mgmt For For 10. To re-elect Strive Masiyiwa as a Director. Mgmt For For 11. To re-elect Youngme Moon as a Director. Mgmt For For 12. To re-elect Graeme Pitkethly as a Director. Mgmt For For 13. To re-elect Feike Sijbesma as a Director. Mgmt For For 14. To elect Nelson Peltz as a Director. Mgmt For For 15. To elect Hein Schumacher as a Director. Mgmt For For 16. To reappoint KPMG LLP as Auditor of the Mgmt For For Company. 17. To authorise the Directors to fix the Mgmt For For remuneration of the Auditor. 18. To authorise Political Donations and Mgmt For For expenditure. 19. To renew the authority to Directors to Mgmt For For issue shares. 20. To renew the authority to Directors to Mgmt For For disapply pre-emption rights. 21. To renew the authority to Directors to Mgmt For For disapply pre-emption rights for the purposes of acquisitions or capital investments. 22. To renew the authority to the Company to Mgmt For For purchase its own shares. 23. To shorten the notice period for General Mgmt For For Meetings to 14 clear days' notice. -------------------------------------------------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Agenda Number: 935805703 -------------------------------------------------------------------------------------------------------------------------- Security: 907818108 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: UNP ISIN: US9078181081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: William J. DeLaney Mgmt For For 1b. Election of Director: David B. Dillon Mgmt For For 1c. Election of Director: Sheri H. Edison Mgmt For For 1d. Election of Director: Teresa M. Finley Mgmt For For 1e. Election of Director: Lance M. Fritz Mgmt For For 1f. Election of Director: Deborah C. Hopkins Mgmt For For 1g. Election of Director: Jane H. Lute Mgmt For For 1h. Election of Director: Michael R. McCarthy Mgmt For For 1i. Election of Director: Jose H. Villarreal Mgmt For For 1j. Election of Director: Christopher J. Mgmt For For Williams 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the independent registered public accounting firm of the Company for 2023. 3. An advisory vote to approve executive Mgmt For For compensation ("Say On Pay"). 4. An advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation ("Say on Frequency"). 5. Shareholder proposal regarding independent Shr Against For board chairman. 6. Shareholder proposal requesting an Shr Against For amendment to our Bylaws to require shareholder approval for certain future amendments. 7. Shareholder proposal requesting a paid sick Shr Against For leave policy. -------------------------------------------------------------------------------------------------------------------------- UNITED PARCEL SERVICE, INC. Agenda Number: 935783894 -------------------------------------------------------------------------------------------------------------------------- Security: 911312106 Meeting Type: Annual Meeting Date: 04-May-2023 Ticker: UPS ISIN: US9113121068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until 2024 Mgmt For For annual meeting: Carol B. Tome 1b. Election of Director to serve until 2024 Mgmt For For annual meeting: Rodney C. Adkins 1c. Election of Director to serve until 2024 Mgmt For For annual meeting: Eva C. Boratto 1d. Election of Director to serve until 2024 Mgmt For For annual meeting: Michael J. Burns 1e. Election of Director to serve until 2024 Mgmt For For annual meeting: Wayne M. Hewett 1f. Election of Director to serve until 2024 Mgmt For For annual meeting: Angela Hwang 1g. Election of Director to serve until 2024 Mgmt For For annual meeting: Kate E. Johnson 1h. Election of Director to serve until 2024 Mgmt For For annual meeting: William R. Johnson 1i. Election of Director to serve until 2024 Mgmt For For annual meeting: Franck J. Moison 1j. Election of Director to serve until 2024 Mgmt For For annual meeting: Christiana Smith Shi 1k. Election of Director to serve until 2024 Mgmt For For annual meeting: Russell Stokes 1l. Election of Director to serve until 2024 Mgmt For For annual meeting: Kevin Warsh 2. To approve on an advisory basis named Mgmt For For executive officer compensation. 3. To approve on an advisory basis the Mgmt 1 Year For frequency of future advisory votes on named executive officer compensation. 4. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as UPS's independent registered public accounting firm for the year ending December 31, 2023. 5. To reduce the voting power of UPS class A Shr Against For stock from 10 votes per share to one vote per share. 6. To adopt independently verified Shr Against For science-based greenhouse gas emissions reduction targets. 7. To prepare a report on integrating GHG Shr Against For emissions reductions targets into executive compensation. 8. To prepare a report on addressing the Shr Against For impact of UPS's climate change strategy on relevant stakeholders consistent with the "Just Transition" guidelines. 9. To prepare a report on risks or costs Shr Against For caused by state policies restricting reproductive rights. 10. To prepare a report on the impact of UPS's Shr Against For DE&I policies on civil rights, non-discrimination and returns to merit, and the company's business. 11. To prepare an annual report on the Shr Against For effectiveness of UPS's diversity, equity and inclusion efforts. -------------------------------------------------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Agenda Number: 935835237 -------------------------------------------------------------------------------------------------------------------------- Security: 91324P102 Meeting Type: Annual Meeting Date: 05-Jun-2023 Ticker: UNH ISIN: US91324P1021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Timothy Flynn Mgmt For For 1b. Election of Director: Paul Garcia Mgmt For For 1c. Election of Director: Kristen Gil Mgmt For For 1d. Election of Director: Stephen Hemsley Mgmt For For 1e. Election of Director: Michele Hooper Mgmt For For 1f. Election of Director: F. William McNabb III Mgmt For For 1g. Election of Director: Valerie Montgomery Mgmt For For Rice, M.D. 1h. Election of Director: John Noseworthy, M.D. Mgmt For For 1i. Election of Director: Andrew Witty Mgmt For For 2. Advisory approval of the Company's Mgmt For For executive compensation. 3. Advisory approval of the frequency of Mgmt 1 Year For holding future say-on-pay votes. 4. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2023. 5. If properly presented at the 2023 Annual Shr Against For Meeting of Shareholders, the shareholder proposal seeking a third-party racial equity audit. 6. If properly presented at the 2023 Annual Shr Against For Meeting of Shareholders, the shareholder proposal requiring a political contributions congruency report. 7. If properly presented at the 2023 Annual Shr Against For Meeting of Shareholders, the shareholder proposal seeking shareholder ratification of termination pay. -------------------------------------------------------------------------------------------------------------------------- UNUM GROUP Agenda Number: 935815095 -------------------------------------------------------------------------------------------------------------------------- Security: 91529Y106 Meeting Type: Annual Meeting Date: 25-May-2023 Ticker: UNM ISIN: US91529Y1064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Theodore H. Bunting, Mgmt For For Jr. 1b. Election of Director: Susan L. Cross Mgmt For For 1c. Election of Director: Susan D. Devore Mgmt For For 1d. Election of Director: Joseph J. Echevarria Mgmt For For 1e. Election of Director: Cynthia L. Egan Mgmt For For 1f. Election of Director: Kevin T. Kabat Mgmt For For 1g. Election of Director: Timothy F. Keaney Mgmt For For 1h. Election of Director: Gale V. King Mgmt For For 1i. Election of Director: Gloria C. Larson Mgmt For For 1j. Election of Director: Richard P. McKenney Mgmt For For 1k. Election of Director: Ronald P. O'Hanley Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation of the company's named executive officers. 3. To indicate, on an advisory basis, that Mgmt 1 Year For future advisory votes on executive compensation be held every one year, every two years, or every three years. 4. To ratify the appointment of Ernst & Young Mgmt For For LLP as the company's independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Agenda Number: 935793706 -------------------------------------------------------------------------------------------------------------------------- Security: 91913Y100 Meeting Type: Annual Meeting Date: 09-May-2023 Ticker: VLO ISIN: US91913Y1001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Fred M. Diaz 1b. Election of Director to serve until the Mgmt For For 2024 Annual meeting: H. Paulett Eberhart 1c. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Marie A. Ffolkes 1d. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Joseph W. Gorder 1e. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Kimberly S. Greene 1f. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Deborah P. Majoras 1g. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Eric D. Mullins 1h. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Donald L. Nickles 1i. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Robert A. Profusek 1j. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Randall J. Weisenburger 1k. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Rayford Wilkins, Jr. 2. Ratify the appointment of KPMG LLP as Mgmt For For Valero's independent registered public accounting firm for 2023. 3. Advisory vote to approve the 2022 Mgmt For For compensation of named executive officers. 4. Advisory vote to recommend the frequency of Mgmt 1 Year For stockholder advisory votes on compensation of named executive officers. 5. Stockholder proposal to set different GHG Shr Against For emissions reductions targets (Scopes 1, 2, and 3). 6. Stockholder proposal to oversee and issue Shr Against For an additional racial equity audit and report. -------------------------------------------------------------------------------------------------------------------------- VIATRIS INC. Agenda Number: 935725880 -------------------------------------------------------------------------------------------------------------------------- Security: 92556V106 Meeting Type: Annual Meeting Date: 09-Dec-2022 Ticker: VTRS ISIN: US92556V1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class II Director to hold Mgmt For For office until the 2023 annual meeting: W. Don Cornwell 1B. Election of Class II Director to hold Mgmt For For office until the 2023 annual meeting: Harry A. Korman 1C. Election of Class II Director to hold Mgmt For For office until the 2023 annual meeting: Rajiv Malik 1D. Election of Class II Director to hold Mgmt For For office until the 2023 annual meeting: Richard A. Mark, C.P.A. 2. Approval of, on a non-binding advisory Mgmt For For basis, the 2021 compensation of the named executive officers of the Company. 3. Ratification of the selection of Deloitte & Mgmt For For Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. 4. Shareholder proposal regarding independent Shr Against For board chairman. -------------------------------------------------------------------------------------------------------------------------- VISA INC. Agenda Number: 935745779 -------------------------------------------------------------------------------------------------------------------------- Security: 92826C839 Meeting Type: Annual Meeting Date: 24-Jan-2023 Ticker: V ISIN: US92826C8394 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lloyd A. Carney Mgmt For For 1b. Election of Director: Kermit R. Crawford Mgmt For For 1c. Election of Director: Francisco Javier Mgmt For For Fernandez-Carbajal 1d. Election of Director: Alfred F. Kelly, Jr. Mgmt For For 1e. Election of Director: Ramon Laguarta Mgmt For For 1f. Election of Director: Teri L. List Mgmt For For 1g. Election of Director: John F. Lundgren Mgmt For For 1h. Election of Director: Denise M. Morrison Mgmt For For 1i. Election of Director: Linda J. Rendle Mgmt For For 1j. Election of Director: Maynard G. Webb, Jr. Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation paid to our named executive officers. 3. To hold an advisory vote on the frequency Mgmt 1 Year For of future advisory votes to approve executive compensation. 4. To ratify the appointment of KPMG LLP as Mgmt For For our independent registered public accounting firm for fiscal year 2023. 5. To vote on a stockholder proposal Shr Against For requesting an independent board chair policy. -------------------------------------------------------------------------------------------------------------------------- WALMART INC. Agenda Number: 935833144 -------------------------------------------------------------------------------------------------------------------------- Security: 931142103 Meeting Type: Annual Meeting Date: 31-May-2023 Ticker: WMT ISIN: US9311421039 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Cesar Conde Mgmt For For 1b. Election of Director: Timothy P. Flynn Mgmt For For 1c. Election of Director: Sarah J. Friar Mgmt For For 1d. Election of Director: Carla A. Harris Mgmt For For 1e. Election of Director: Thomas W. Horton Mgmt For For 1f. Election of Director: Marissa A. Mayer Mgmt For For 1g. Election of Director: C. Douglas McMillon Mgmt For For 1h. Election of Director: Gregory B. Penner Mgmt For For 1i. Election of Director: Randall L. Stephenson Mgmt For For 1j. Election of Director: S. Robson Walton Mgmt For For 1k. Election of Director: Steuart L. Walton Mgmt For For 2. Advisory Vote on the Frequency of Future Mgmt 1 Year For Say-On-Pay Votes. 3. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation. 4. Ratification of Ernst & Young LLP as Mgmt For For Independent Accountants. 5. Policy Regarding Worker Pay in Executive Shr Against For Compensation. 6. Report on Human Rights Due Diligence. Shr Against For 7. Racial Equity Audit. Shr Against For 8. Racial and Gender Layoff Diversity Report. Shr Against For 9. Request to Require Shareholder Approval of Shr Against For Certain Future Bylaw Amendments. 10. Report on Reproductive Rights and Data Shr Against For Privacy. 11. Communist China Risk Audit. Shr Against For 12. Workplace Safety & Violence Review. Shr Against For -------------------------------------------------------------------------------------------------------------------------- WARNER BROS. DISCOVERY, INC. Agenda Number: 935792451 -------------------------------------------------------------------------------------------------------------------------- Security: 934423104 Meeting Type: Annual Meeting Date: 08-May-2023 Ticker: WBD ISIN: US9344231041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Li Haslett Chen Mgmt For For Kenneth W. Lowe Mgmt For For Paula A. Price Mgmt For For David M. Zaslav Mgmt For For 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as Warner Bros. Discovery, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2023. 3. To vote on an advisory resolution to Mgmt For For approve the 2022 compensation of Warner Bros. Discovery, Inc.'s named executive officers, commonly referred to as a "Say-on-Pay" vote. 4. To vote on an advisory resolution to Mgmt 1 Year For approve the frequency of future "Say-on-Pay" votes. 5. To vote on a stockholder proposal regarding Shr Against For simple majority vote, if properly presented. 6. To vote on a stockholder proposal regarding Shr Against For political disclosure, if properly presented. -------------------------------------------------------------------------------------------------------------------------- WELLS FARGO & COMPANY Agenda Number: 935776774 -------------------------------------------------------------------------------------------------------------------------- Security: 949746101 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: WFC ISIN: US9497461015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Steven D. Black Mgmt For For 1b. Election of Director: Mark A. Chancy Mgmt For For 1c. Election of Director: Celeste A. Clark Mgmt For For 1d. Election of Director: Theodore F. Craver, Mgmt For For Jr. 1e. Election of Director: Richard K. Davis Mgmt For For 1f. Election of Director: Wayne M. Hewett Mgmt For For 1g. Election of Director: CeCelia ("CeCe") G. Mgmt For For Morken 1h. Election of Director: Maria R. Morris Mgmt For For 1i. Election of Director: Felicia F. Norwood Mgmt For For 1j. Election of Director: Richard B. Payne, Jr. Mgmt For For 1k. Election of Director: Ronald L. Sargent Mgmt For For 1l. Election of Director: Charles W. Scharf Mgmt For For 1m. Election of Director: Suzanne M. Vautrinot Mgmt For For 2. Advisory resolution to approve executive Mgmt For For compensation (Say on Pay). 3. Advisory resolution on the frequency of Mgmt 1 Year For future advisory votes to approve executive compensation (Say on Frequency). 4. Ratify the appointment of KPMG LLP as the Mgmt For For Company's independent registered public accounting firm for 2023. 5. Shareholder Proposal - Adopt Simple Shr Against For Majority Vote. 6. Shareholder Proposal - Report on Congruency Shr Against For of Political Spending. 7. Shareholder Proposal - Climate Lobbying Shr Against For Report. 8. Shareholder Proposal - Climate Transition Shr Against For Report. 9. Shareholder Proposal - Fossil Fuel Lending Shr Against For Policy. 10. Shareholder Proposal - Annual Report on Shr Against For Prevention of Workplace Harassment and Discrimination. 11. Shareholder Proposal - Policy on Freedom of Shr Against For Association and Collective Bargaining. -------------------------------------------------------------------------------------------------------------------------- YUM CHINA HOLDINGS, INC. Agenda Number: 935710093 -------------------------------------------------------------------------------------------------------------------------- Security: 98850P109 Meeting Type: Special Meeting Date: 10-Oct-2022 Ticker: YUMC ISIN: US98850P1093 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the Board of Director's Mgmt For For continuing authority to approve issuances of shares of common stock or securities convertible into common stock in an amount not to exceed 20% of Yum China's total number of outstanding shares of common stock as of the date of the Special Meeting, effective from the effective date of the conversion of the Yum China's listing status on the Hong Kong Stock Exchange to primary listing until the earlier of the date the next annual meeting is held or June 26, 2023. 2. To approve the Board of Director's Mgmt For For continuing authority to approve the repurchases of shares of common stock in an amount not to exceed 10% of Yum China's total number of outstanding shares of common stock as of the date of the Special Meeting, effective from the effective date of the conversion of the Yum China's listing status on the Hong Kong Stock Exchange to primary listing until the earlier of the date the next annual meeting is held or June 26, 2023. 3. To approve the Yum China Holdings, Inc. Mgmt For For 2022 Long Term Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- YUM CHINA HOLDINGS, INC. Agenda Number: 935820553 -------------------------------------------------------------------------------------------------------------------------- Security: 98850P109 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: YUMC ISIN: US98850P1093 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Fred Hu Mgmt For For 1b. Election of Director: Joey Wat Mgmt For For 1c. Election of Director: Peter A. Bassi Mgmt For For 1d. Election of Director: Edouard Ettedgui Mgmt For For 1e. Election of Director: Ruby Lu Mgmt For For 1f. Election of Director: Zili Shao Mgmt For For 1g. Election of Director: William Wang Mgmt For For 1h. Election of Director: Min (Jenny) Zhang Mgmt For For 1i. Election of Director: Christina Xiaojing Mgmt For For Zhu 2. Approval and Ratification of the Mgmt For For Appointment of KPMG Huazhen LLP and KPMG as the Company's Independent Auditors for 2023 3. Advisory Vote to Approve Executive Mgmt For For Compensation 4. Advisory Vote on the Frequency of the Mgmt 1 Year For Advisory Vote on Executive Compensation 5. Vote to Authorize the Board of Directors to Mgmt For For Issue Shares up to 20% of Outstanding Shares 6. Vote to Authorize the Board of Directors to Mgmt For For Repurchase Shares up to 10% of Outstanding Shares -------------------------------------------------------------------------------------------------------------------------- YUM! BRANDS, INC. Agenda Number: 935815110 -------------------------------------------------------------------------------------------------------------------------- Security: 988498101 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: YUM ISIN: US9884981013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Paget L. Alves Mgmt For For 1b. Election of Director: Keith Barr Mgmt For For 1c. Election of Director: Christopher M. Connor Mgmt For For 1d. Election of Director: Brian C. Cornell Mgmt For For 1e. Election of Director: Tanya L. Domier Mgmt For For 1f. Election of Director: David W. Gibbs Mgmt For For 1g. Election of Director: Mirian M. Mgmt For For Graddick-Weir 1h. Election of Director: Thomas C. Nelson Mgmt For For 1i. Election of Director: P. Justin Skala Mgmt For For 1j. Election of Director: Annie Young-Scrivner Mgmt For For 2. Ratification of Independent Auditors. Mgmt For For 3. Advisory Vote on Executive Compensation. Mgmt For For 4. Advisory Vote on the Frequency of Votes on Mgmt 1 Year For Executive Compensation. 5. Shareholder Proposal Regarding Issuance of Shr Against For a Report on Efforts to Reduce Plastics Use. 6. Shareholder Proposal Regarding Issuance of Shr Against For Annual Report on Lobbying. 7. Shareholder Proposal Regarding Issuance of Shr Against For Civil Rights and Nondiscrimination Audit Report. 8. Shareholder Proposal Regarding Disclosure Shr Against For of Share Retention Policies for Named Executive Officers Through Normal Retirement Age. 9. Shareholder Proposal Regarding Issuance of Shr Against For Report on Paid Sick Leave. -------------------------------------------------------------------------------------------------------------------------- ZIMMER BIOMET HOLDINGS, INC. Agenda Number: 935784909 -------------------------------------------------------------------------------------------------------------------------- Security: 98956P102 Meeting Type: Annual Meeting Date: 12-May-2023 Ticker: ZBH ISIN: US98956P1021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Christopher B. Begley Mgmt For For 1b. Election of Director: Betsy J. Bernard Mgmt For For 1c. Election of Director: Michael J. Farrell Mgmt For For 1d. Election of Director: Robert A. Hagemann Mgmt For For 1e. Election of Director: Bryan C. Hanson Mgmt For For 1f. Election of Director: Arthur J. Higgins Mgmt For For 1g. Election of Director: Maria Teresa Hilado Mgmt For For 1h. Election of Director: Syed Jafry Mgmt For For 1i. Election of Director: Sreelakshmi Kolli Mgmt For For 1j. Election of Director: Michael W. Michelson Mgmt For For 2. Ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023 3. Approve, on a non-binding advisory basis, Mgmt For For named executive officer compensation ("Say on Pay") 4. Approve, on a non-binding advisory basis, Mgmt 1 Year For the frequency of future Say on Pay votes * Management position unknown 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. FORUM FUNDS By: /s/ Zac Tackett - Zac Tackett, President and Principal Executive Officer Date: August 23, 2023 -