N-PX 1 npx.htm
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 
 

FORM N-PX

 

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number 811-04894 

 

___Franklin Managed Trust____

(Exact name of registrant as specified in charter)

 

One Franklin Parkway, San Mateo, CA 94403-1906

(Address of principal executive offices) (Zip code)

 

Alison E. Baur, One Franklin Parkway, San Mateo, CA 94403-1906

(Name and address of agent for service)

 

Registrant's telephone number, including area code: (650) 312-2000 

 

Date of fiscal year end: 9/30

 

Date of reporting period: 6/30/2022

 

Item 1. Proxy Voting Records.

Franklin Rising Dividends Fund

     

 

ABBOTT LABORATORIES
Meeting Date:  APR 29, 2022
Record Date:  MAR 02, 2022
Meeting Type:  ANNUAL

Ticker:  ABT
Security ID:  002824100

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Robert J. Alpern

Management

For

For

1.2

Elect Director Sally E. Blount

Management

For

For

1.3

Elect Director Robert B. Ford

Management

For

For

1.4

Elect Director Paola Gonzalez

Management

For

For

1.5

Elect Director Michelle A. Kumbier

Management

For

For

1.6

Elect Director Darren W. McDew

Management

For

For

1.7

Elect Director Nancy McKinstry

Management

For

For

1.8

Elect Director William A. Osborn

Management

For

For

1.9

Elect Director Michael F. Roman

Management

For

For


     

1.10

Elect Director Daniel J. Starks

Management

For

For

1.11

Elect Director John G. Stratton

Management

For

For

1.12

Elect Director Glenn F. Tilton

Management

For

For

2

Ratify Ernst & Young LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Reduce Ownership Threshold for Shareholders to Call Special Meeting

Shareholder

Against

Against

5

Require Independent Board Chair

Shareholder

Against

Against

6

Adopt Policy on 10b5-1 Plans

Shareholder

Against

Against

7

Report on Lobbying Payments and Policy

Shareholder

Against

Against

8

Report on Public Health Costs of Antimicrobial Resistance

Shareholder

Against

Against

     

 

ABBVIE INC.
Meeting Date:  MAY 06, 2022
Record Date:  MAR 07, 2022
Meeting Type:  ANNUAL

Ticker:  ABBV
Security ID:  00287Y109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director William H.L. Burnside

Management

For

For

1.2

Elect Director Thomas C. Freyman

Management

For

For

1.3

Elect Director Brett J. Hart

Management

For

For

1.4

Elect Director Edward J. Rapp

Management

For

For

2

Ratify Ernst & Young LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Eliminate Supermajority Vote Requirement

Management

For

For

5

Require Independent Board Chair

Shareholder

Against

For

6

Submit Severance Agreement (Change-in-Control) to Shareholder Vote

Shareholder

Against

Against

7

Report on Board Oversight of Risks Related to Anticompetitive Practices

Shareholder

Against

Against

8

Report on Congruency of Political Spending with Company Values and Priorities

Shareholder

Against

Against

 

 

ACCENTURE PLC
Meeting Date:  JAN 26, 2022
Record Date:  NOV 29, 2021
Meeting Type:  ANNUAL

Ticker:  ACN


     

Security ID:  G1151C101

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Jaime Ardila

Management

For

For

1b

Elect Director Nancy McKinstry

Management

For

For

1c

Elect Director Beth E. Mooney

Management

For

For

1d

Elect Director Gilles C. Pelisson

Management

For

For

1e

Elect Director Paula A. Price

Management

For

For

1f

Elect Director Venkata (Murthy) Renduchintala

Management

For

For

1g

Elect Director Arun Sarin

Management

For

For

1h

Elect Director Julie Sweet

Management

For

For

1i

Elect Director Frank K. Tang

Management

For

For

1j

Elect Director Tracey T. Travis

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Amend Omnibus Stock Plan

Management

For

For

4

Approve KPMG LLP as Auditors and Authorize Board to Fix Their Remuneration

Management

For

For

5

Renew the Board's Authority to Issue Shares Under Irish Law

Management

For

For

6

Authorize Board to Opt-Out of Statutory Pre-Emption Rights

Management

For

For

7

Determine Price Range for Reissuance of Treasury Shares

Management

For

For

     

 

AIR PRODUCTS AND CHEMICALS, INC.
Meeting Date:  FEB 03, 2022
Record Date:  DEC 07, 2021
Meeting Type:  ANNUAL

Ticker:  APD
Security ID:  009158106

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Charles I. Cogut

Management

For

For

1b

Elect Director Lisa A. Davis

Management

For

For

1c

Elect Director Seifollah (Seifi) Ghasemi

Management

For

For

1d

Elect Director David H. Y. Ho

Management

For

For

1e

Elect Director Edward L. Monser

Management

For

For

1f

Elect Director Matthew H. Paull

Management

For

For

1g

Elect Director Wayne T. Smith

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For


     

3

Ratify Deloitte & Touche LLP as Auditors

Management

For

For

     

 

ALBEMARLE CORPORATION
Meeting Date:  MAY 03, 2022
Record Date:  MAR 08, 2022
Meeting Type:  ANNUAL

Ticker:  ALB
Security ID:  012653101

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

2a

Elect Director Mary Lauren Brlas

Management

For

For

2b

Elect Director Ralf H. Cramer

Management

For

For

2c

Elect Director J. Kent Masters, Jr.

Management

For

For

2d

Elect Director Glenda J. Minor

Management

For

For

2e

Elect Director James J. O'Brien

Management

For

For

2f

Elect Director Diarmuid B. O'Connell

Management

For

For

2g

Elect Director Dean L. Seavers

Management

For

For

2h

Elect Director Gerald A. Steiner

Management

For

For

2i

Elect Director Holly A. Van Deursen

Management

For

For

2j

Elect Director Alejandro D. Wolff

Management

For

For

3

Ratify PricewaterhouseCoopers LLP as Auditors

Management

For

For

     

 

ANALOG DEVICES, INC.
Meeting Date:  MAR 09, 2022
Record Date:  JAN 03, 2022
Meeting Type:  ANNUAL

Ticker:  ADI
Security ID:  032654105

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Ray Stata

Management

For

For

1b

Elect Director Vincent Roche

Management

For

For

1c

Elect Director James A. Champy

Management

For

For

1d

Elect Director Anantha P. Chandrakasan

Management

For

Against

1e

Elect Director Tunc Doluca

Management

For

For

1f

Elect Director Bruce R. Evans

Management

For

For

1g

Elect Director Edward H. Frank

Management

For

For

1h

Elect Director Laurie H. Glimcher

Management

For

For

1i

Elect Director Karen M. Golz

Management

For

For

1j

Elect Director Mercedes Johnson

Management

For

For


     

1k

Elect Director Kenton J. Sicchitano

Management

For

For

1l

Elect Director Susie Wee

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

Against

3

Approve Qualified Employee Stock Purchase Plan

Management

For

For

4

Ratify Ernst & Young LLP as Auditors

Management

For

For

     

 

BECTON, DICKINSON AND COMPANY
Meeting Date:  JAN 25, 2022
Record Date:  DEC 06, 2021
Meeting Type:  ANNUAL

Ticker:  BDX
Security ID:  075887109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Catherine M. Burzik

Management

For

For

1.2

Elect Director Carrie L. Byington

Management

For

For

1.3

Elect Director R. Andrew Eckert

Management

For

For

1.4

Elect Director Claire M. Fraser

Management

For

For

1.5

Elect Director Jeffrey W. Henderson

Management

For

For

1.6

Elect Director Christopher Jones

Management

For

For

1.7

Elect Director Marshall O. Larsen

Management

For

For

1.8

Elect Director David F. Melcher

Management

For

For

1.9

Elect Director Thomas E. Polen

Management

For

For

1.10

Elect Director Claire Pomeroy

Management

For

For

1.11

Elect Director Timothy M. Ring

Management

For

For

1.12

Elect Director Bertram L. Scott

Management

For

For

2

Ratify Ernst & Young LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Reduce Ownership Threshold for Shareholders to Call Special Meeting

Shareholder

Against

Against

     

 

CARLISLE COMPANIES INCORPORATED
Meeting Date:  MAY 04, 2022
Record Date:  MAR 09, 2022
Meeting Type:  ANNUAL

Ticker:  CSL
Security ID:  142339100

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Robin J. Adams

Management

For

For


     

1b

Elect Director Jonathan R. Collins

Management

For

For

1c

Elect Director D. Christian Koch

Management

For

For

2

Amend Votes Per Share of Existing Stock

Management

For

For

3

Ratify Deloitte & Touche LLP as Auditors

Management

For

For

4

Amend Omnibus Stock Plan

Management

For

For

5

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

     

 

CHEVRON CORPORATION
Meeting Date:  MAY 25, 2022
Record Date:  MAR 28, 2022
Meeting Type:  ANNUAL

Ticker:  CVX
Security ID:  166764100

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Wanda M. Austin

Management

For

For

1b

Elect Director John B. Frank

Management

For

For

1c

Elect Director Alice P. Gast

Management

For

For

1d

Elect Director Enrique Hernandez, Jr.

Management

For

For

1e

Elect Director Marillyn A. Hewson

Management

For

For

1f

Elect Director Jon M. Huntsman Jr.

Management

For

For

1g

Elect Director Charles W. Moorman

Management

For

For

1h

Elect Director Dambisa F. Moyo

Management

For

For

1i

Elect Director Debra Reed-Klages

Management

For

For

1j

Elect Director Ronald D. Sugar

Management

For

For

1k

Elect Director D. James Umpleby, III

Management

For

For

1l

Elect Director Michael K. Wirth

Management

For

For

2

Ratify PricewaterhouseCoopers LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Approve Omnibus Stock Plan

Management

For

For

5

Adopt Medium and Long-Term GHG Emissions Reduction Targets

Shareholder

Against

Against

6

Issue Audited Net-Zero Scenario Analysis Report

Shareholder

Against

Against

7

Oversee and Report on Reliability of Methane Emission Disclosures

Shareholder

For

For

8

Report on Business with Conflict-Complicit Governments

Shareholder

Against

Against


     

9

Oversee and Report a Racial Equity Audit

Shareholder

Against

Against

10

Reduce Ownership Threshold for Shareholders to Call Special Meeting

Shareholder

Against

Against

     

 

CINTAS CORPORATION
Meeting Date:  OCT 26, 2021
Record Date:  SEP 01, 2021
Meeting Type:  ANNUAL

Ticker:  CTAS
Security ID:  172908105

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Gerald S. Adolph

Management

For

For

1b

Elect Director John F. Barrett

Management

For

For

1c

Elect Director Melanie W. Barstad

Management

For

For

1d

Elect Director Karen L. Carnahan

Management

For

For

1e

Elect Director Robert E. Coletti

Management

For

For

1f

Elect Director Scott D. Farmer

Management

For

For

1g

Elect Director Joseph Scaminace

Management

For

For

1h

Elect Director Todd M. Schneider

Management

For

For

1i

Elect Director Ronald W. Tysoe

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Ernst & Young LLP as Auditors

Management

For

For

4

Eliminate Supermajority Vote Requirement

Shareholder

Against

For

     

 

COLGATE-PALMOLIVE COMPANY
Meeting Date:  MAY 06, 2022
Record Date:  MAR 07, 2022
Meeting Type:  ANNUAL

Ticker:  CL
Security ID:  194162103

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director John P. Bilbrey

Management

For

For

1b

Elect Director John T. Cahill

Management

For

For

1c

Elect Director Lisa M. Edwards

Management

For

For

1d

Elect Director C. Martin Harris

Management

For

For

1e

Elect Director Martina Hund-Mejean

Management

For

For

1f

Elect Director Kimberly A. Nelson

Management

For

For

1g

Elect Director Lorrie M. Norrington

Management

For

For

1h

Elect Director Michael B. Polk

Management

For

For

1i

Elect Director Stephen I. Sadove

Management

For

For


     

1j

Elect Director Noel R. Wallace

Management

For

For

2

Ratify PricewaterhouseCoopers LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Submit Severance Agreement (Change-in-Control) to Shareholder Vote

Shareholder

Against

Against

5

Report on Charitable Contributions

Shareholder

Against

Against

     

 

CVS HEALTH CORPORATION
Meeting Date:  MAY 11, 2022
Record Date:  MAR 14, 2022
Meeting Type:  ANNUAL

Ticker:  CVS
Security ID:  126650100

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Fernando Aguirre

Management

For

For

1b

Elect Director C. David Brown, II

Management

For

For

1c

Elect Director Alecia A. DeCoudreaux

Management

For

For

1d

Elect Director Nancy-Ann M. DeParle

Management

For

For

1e

Elect Director Roger N. Farah

Management

For

For

1f

Elect Director Anne M. Finucane

Management

For

For

1g

Elect Director Edward J. Ludwig

Management

For

For

1h

Elect Director Karen S. Lynch

Management

For

For

1i

Elect Director Jean-Pierre Millon

Management

For

For

1j

Elect Director Mary L. Schapiro

Management

For

For

1k

Elect Director William C. Weldon

Management

For

For

2

Ratify Ernst & Young LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Reduce Ownership Threshold for Shareholders to Call Special Meeting

Shareholder

Against

For

5

Require Independent Board Chair

Shareholder

Against

Against

6

Commission a Workplace Non-Discrimination Audit

Shareholder

Against

Against

7

Adopt a Policy on Paid Sick Leave for All Employees

Shareholder

Against

Against

8

Report on External Public Health Costs and Impact on Diversified Shareholders

Shareholder

Against

Against

 

 

DONALDSON COMPANY, INC.


     

Meeting Date:  NOV 19, 2021
Record Date:  SEP 20, 2021
Meeting Type:  ANNUAL

Ticker:  DCI
Security ID:  257651109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Christopher M. Hilger

Management

For

For

1.2

Elect Director James J. Owens

Management

For

For

1.3

Elect Director Trudy A. Rautio

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify PricewaterhouseCoopers LLP as Auditors

Management

For

For

     

 

DOVER CORPORATION
Meeting Date:  MAY 06, 2022
Record Date:  MAR 09, 2022
Meeting Type:  ANNUAL

Ticker:  DOV
Security ID:  260003108

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Deborah L. DeHaas

Management

For

For

1b

Elect Director H. John Gilbertson, Jr.

Management

For

For

1c

Elect Director Kristiane C. Graham

Management

For

For

1d

Elect Director Michael F. Johnston

Management

For

For

1e

Elect Director Eric A. Spiegel

Management

For

For

1f

Elect Director Richard J. Tobin

Management

For

For

1g

Elect Director Stephen M. Todd

Management

For

For

1h

Elect Director Stephen K. Wagner

Management

For

For

1i

Elect Director Keith E. Wandell

Management

For

For

1j

Elect Director Mary A. Winston

Management

For

For

2

Ratify PricewaterhouseCoopers LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Provide Right to Act by Written Consent

Shareholder

Against

Against

 

 

ECOLAB INC.
Meeting Date:  MAY 05, 2022
Record Date:  MAR 08, 2022
Meeting Type:  ANNUAL

Ticker:  ECL
Security ID:  278865100


     

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Shari L. Ballard

Management

For

For

1b

Elect Director Barbara J. Beck

Management

For

For

1c

Elect Director Christophe Beck

Management

For

For

1d

Elect Director Jeffrey M. Ettinger

Management

For

For

1e

Elect Director Arthur J. Higgins

Management

For

For

1f

Elect Director Michael Larson

Management

For

For

1g

Elect Director David W. MacLennan

Management

For

For

1h

Elect Director Tracy B. McKibben

Management

For

For

1i

Elect Director Lionel L. Nowell, III

Management

For

For

1j

Elect Director Victoria J. Reich

Management

For

For

1k

Elect Director Suzanne M. Vautrinot

Management

For

For

1l

Elect Director John J. Zillmer

Management

For

For

2

Ratify PricewaterhouseCoopers LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Reduce Ownership Threshold for Shareholders to Call Special Meeting

Shareholder

Against

Against

     

 

EOG RESOURCES, INC.
Meeting Date:  APR 20, 2022
Record Date:  FEB 24, 2022
Meeting Type:  ANNUAL

Ticker:  EOG
Security ID:  26875P101

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Janet F. Clark

Management

For

For

1b

Elect Director Charles R. Crisp

Management

For

For

1c

Elect Director Robert P. Daniels

Management

For

For

1d

Elect Director James C. Day

Management

For

For

1e

Elect Director C. Christopher Gaut

Management

For

For

1f

Elect Director Michael T. Kerr

Management

For

For

1g

Elect Director Julie J. Robertson

Management

For

For

1h

Elect Director Donald F. Textor

Management

For

For

1i

Elect Director William R. Thomas

Management

For

For

1j

Elect Director Ezra Y. Yacob

Management

For

For

2

Ratify Deloitte & Touche LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive

Management

For

For


     
 

Officers' Compensation

   
     

 

EXXON MOBIL CORPORATION
Meeting Date:  MAY 25, 2022
Record Date:  APR 01, 2022
Meeting Type:  ANNUAL

Ticker:  XOM
Security ID:  30231G102

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Michael J. Angelakis

Management

For

For

1.2

Elect Director Susan K. Avery

Management

For

For

1.3

Elect Director Angela F. Braly

Management

For

For

1.4

Elect Director Ursula M. Burns

Management

For

For

1.5

Elect Director Gregory J. Goff

Management

For

For

1.6

Elect Director Kaisa H. Hietala

Management

For

For

1.7

Elect Director Joseph L. Hooley

Management

For

For

1.8

Elect Director Steven A. Kandarian

Management

For

For

1.9

Elect Director Alexander A. Karsner

Management

For

For

1.10

Elect Director Jeffrey W. Ubben

Management

For

For

1.11

Elect Director Darren W. Woods

Management

For

For

2

Ratify PricewaterhouseCoopers LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Remove Executive Perquisites

Shareholder

Against

Against

5

Amend Bylaws to Limit Shareholder Rights for Proposal Submission

Shareholder

Against

Against

6

Set GHG Emissions Reduction targets Consistent With Paris Agreement Goal

Shareholder

Against

Against

7

Report on Low Carbon Business Planning

Shareholder

Against

Against

8

Report on Scenario Analysis Consistent with International Energy Agency's Net Zero by 2050

Shareholder

Against

Against

9

Report on Reducing Plastic Pollution

Shareholder

Against

Against

10

Report on Political Contributions and Expenditures

Shareholder

Against

Against

 

 

GENERAL DYNAMICS CORPORATION
Meeting Date:  MAY 04, 2022
Record Date:  MAR 09, 2022
Meeting Type:  ANNUAL

Ticker:  GD


     

Security ID:  369550108

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director James S. Crown

Management

For

For

1b

Elect Director Rudy F. deLeon

Management

For

For

1c

Elect Director Cecil D. Haney

Management

For

For

1d

Elect Director Mark M. Malcolm

Management

For

For

1e

Elect Director James N. Mattis

Management

For

For

1f

Elect Director Phebe N. Novakovic

Management

For

For

1g

Elect Director C. Howard Nye

Management

For

For

1h

Elect Director Catherine B. Reynolds

Management

For

For

1i

Elect Director Laura J. Schumacher

Management

For

For

1j

Elect Director Robert K. Steel

Management

For

For

1k

Elect Director John G. Stratton

Management

For

For

1l

Elect Director Peter A. Wall

Management

For

For

2

Ratify KPMG LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Require Independent Board Chair

Shareholder

Against

Against

5

Report on Human Rights Due Diligence

Shareholder

Against

Against

     

 

HONEYWELL INTERNATIONAL INC.
Meeting Date:  APR 25, 2022
Record Date:  FEB 25, 2022
Meeting Type:  ANNUAL

Ticker:  HON
Security ID:  438516106

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1A

Elect Director Darius Adamczyk

Management

For

For

1B

Elect Director Duncan B. Angove

Management

For

For

1C

Elect Director William S. Ayer

Management

For

For

1D

Elect Director Kevin Burke

Management

For

For

1E

Elect Director D. Scott Davis

Management

For

For

1F

Elect Director Deborah Flint

Management

For

For

1G

Elect Director Rose Lee

Management

For

For

1H

Elect Director Grace D. Lieblein

Management

For

For

1I

Elect Director George Paz

Management

For

For

1J

Elect Director Robin L. Washington

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For


     

3

Ratify Deloitte & Touche LLP as Auditor

Management

For

For

4

Reduce Ownership Threshold for Shareholders to Call Special Meeting

Shareholder

Against

Against

5

Report on Climate Lobbying

Shareholder

Against

Against

6

Report on Environmental and Social Due Diligence

Shareholder

Against

Against

     

 

J.B. HUNT TRANSPORT SERVICES, INC.
Meeting Date:  APR 28, 2022
Record Date:  MAR 08, 2022
Meeting Type:  ANNUAL

Ticker:  JBHT
Security ID:  445658107

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Douglas G. Duncan

Management

For

For

1.2

Elect Director Francesca M. Edwardson

Management

For

For

1.3

Elect Director Wayne Garrison

Management

For

For

1.4

Elect Director Sharilyn S. Gasaway

Management

For

For

1.5

Elect Director Gary C. George

Management

For

For

1.6

Elect Director Thad (John B., III) Hill

Management

For

For

1.7

Elect Director J. Bryan Hunt, Jr.

Management

For

For

1.8

Elect Director Gale V. King

Management

For

For

1.9

Elect Director John N. Roberts, III

Management

For

For

1.10

Elect Director James L. Robo

Management

For

For

1.11

Elect Director Kirk Thompson

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify PricewaterhouseCoopers LLP as Auditors

Management

For

For

     

 

JOHNSON & JOHNSON
Meeting Date:  APR 28, 2022
Record Date:  MAR 01, 2022
Meeting Type:  ANNUAL

Ticker:  JNJ
Security ID:  478160104

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Darius Adamczyk

Management

For

For

1b

Elect Director Mary C. Beckerle

Management

For

For

1c

Elect Director D. Scott Davis

Management

For

For

1d

Elect Director Ian E. L. Davis

Management

For

For

1e

Elect Director Jennifer A. Doudna

Management

For

For


     

1f

Elect Director Joaquin Duato

Management

For

For

1g

Elect Director Alex Gorsky

Management

For

For

1h

Elect Director Marillyn A. Hewson

Management

For

For

1i

Elect Director Hubert Joly

Management

For

For

1j

Elect Director Mark B. McClellan

Management

For

For

1k

Elect Director Anne M. Mulcahy

Management

For

For

1l

Elect Director A. Eugene Washington

Management

For

For

1m

Elect Director Mark A. Weinberger

Management

For

For

1n

Elect Director Nadja Y. West

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Approve Omnibus Stock Plan

Management

For

For

4

Ratify PricewaterhouseCoopers LLP as Auditors

Management

For

For

5

Adopt a Mandatory Arbitration Bylaw *Withdrawn Resolution*

Shareholder

None

None

6

Report on a Civil Rights, Equity, Diversity and Inclusion Audit

Shareholder

Against

Against

7

Oversee and Report a Racial Equity Audit

Shareholder

Against

For

8

Report on Government Financial Support and Access to COVID-19 Vaccines and Therapeutics

Shareholder

Against

For

9

Report on Public Health Costs of Limited Sharing of Vaccine Technology

Shareholder

Against

Against

10

Discontinue Global Sales of Baby Powder Containing Talc

Shareholder

Against

Against

11

Report on Charitable Contributions

Shareholder

Against

Against

12

Publish Third-Party Review of Alignment of Company's Lobbying Activities with its Public Statements

Shareholder

Against

Against

13

Adopt Policy to Include Legal and Compliance Costs in Incentive Compensation Metrics

Shareholder

Against

Against

14

Consider Pay Disparity Between Executives and Other Employees

Shareholder

Against

Against

 

 

JOHNSON CONTROLS INTERNATIONAL PLC
Meeting Date:  MAR 09, 2022
Record Date:  JAN 06, 2022
Meeting Type:  ANNUAL

Ticker:  JCI
Security ID:  G51502105


     

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Jean Blackwell

Management

For

For

1b

Elect Director Pierre Cohade

Management

For

For

1c

Elect Director Michael E. Daniels

Management

For

For

1d

Elect Director W. Roy Dunbar

Management

For

For

1e

Elect Director Gretchen R. Haggerty

Management

For

For

1f

Elect Director Simone Menne

Management

For

For

1g

Elect Director George R. Oliver

Management

For

For

1h

Elect Director Jurgen Tinggren

Management

For

For

1i

Elect Director Mark Vergnano

Management

For

For

1j

Elect Director R. David Yost

Management

For

For

1k

Elect Director John D. Young

Management

For

For

2a

Ratify PricewaterhouseCoopers LLP as Auditors

Management

For

For

2b

Authorize Board to Fix Remuneration of Auditors

Management

For

For

3

Authorize Market Purchases of Company Shares

Management

For

For

4

Determine Price Range for Reissuance of Treasury Shares

Management

For

For

5

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

6

Approve the Directors' Authority to Allot Shares

Management

For

For

7

Approve the Disapplication of Statutory Pre-Emption Rights

Management

For

For

     

 

JPMORGAN CHASE & CO.
Meeting Date:  MAY 17, 2022
Record Date:  MAR 18, 2022
Meeting Type:  ANNUAL

Ticker:  JPM
Security ID:  46625H100

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Linda B. Bammann

Management

For

For

1b

Elect Director Stephen B. Burke

Management

For

For

1c

Elect Director Todd A. Combs

Management

For

For

1d

Elect Director James S. Crown

Management

For

For

1e

Elect Director James Dimon

Management

For

For

1f

Elect Director Timothy P. Flynn

Management

For

For

1g

Elect Director Mellody Hobson

Management

For

For

1h

Elect Director Michael A. Neal

Management

For

For


     

1i

Elect Director Phebe N. Novakovic

Management

For

For

1j

Elect Director Virginia M. Rometty

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

Against

3

Ratify PricewaterhouseCoopers LLP as Auditors

Management

For

For

4

Adopt Fossil Fuel Financing Policy Consistent with IEA's Net Zero 2050 Scenario

Shareholder

Against

Against

5

Reduce Ownership Threshold for Shareholders to Call Special Meeting

Shareholder

Against

For

6

Require Independent Board Chair

Shareholder

Against

Against

7

Disclose Director Skills and Qualifications Including Ideological Perspectives

Shareholder

Against

Against

8

Amend Certificate of Incorporation to Become a Public Benefit Corporation

Shareholder

Against

Against

9

Report on Absolute Targets for Financed GHG Emissions in Line with Net Zero Commitments

Shareholder

Against

Against

     

 

LINDE PLC
Meeting Date:  JUL 26, 2021
Record Date:  JUL 24, 2021
Meeting Type:  ANNUAL

Ticker:  LIN
Security ID:  G5494J103

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Wolfgang H. Reitzle

Management

For

For

1b

Elect Director Stephen F. Angel

Management

For

For

1c

Elect Director Ann-Kristin Achleitner

Management

For

For

1d

Elect Director Clemens A. H. Borsig

Management

For

For

1e

Elect Director Nance K. Dicciani

Management

For

For

1f

Elect Director Thomas Enders

Management

For

For

1g

Elect Director Franz Fehrenbach

Management

For

For

1h

Elect Director Edward G. Galante

Management

For

For

1i

Elect Director Larry D. McVay

Management

For

For

1j

Elect Director Victoria E. Ossadnik

Management

For

For

1k

Elect Director Martin H. Richenhagen

Management

For

For

1l

Elect Director Robert L. Wood

Management

For

For

2a

Ratify PricewaterhouseCoopers as Auditors

Management

For

For

2b

Authorize Board to Fix Remuneration of Auditors

Management

For

For


     

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Approve Remuneration Policy

Management

For

For

5

Approve Remuneration Report

Management

For

For

6

Approve Omnibus Stock Plan

Management

For

For

7

Determine Price Range for Reissuance of Treasury Shares

Management

For

For

     

 

LOWE'S COMPANIES, INC.
Meeting Date:  MAY 27, 2022
Record Date:  MAR 21, 2022
Meeting Type:  ANNUAL

Ticker:  LOW
Security ID:  548661107

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Raul Alvarez

Management

For

For

1.2

Elect Director David H. Batchelder

Management

For

For

1.3

Elect Director Sandra B. Cochran

Management

For

For

1.4

Elect Director Laurie Z. Douglas

Management

For

For

1.5

Elect Director Richard W. Dreiling

Management

For

For

1.6

Elect Director Marvin R. Ellison

Management

For

For

1.7

Elect Director Daniel J. Heinrich

Management

For

For

1.8

Elect Director Brian C. Rogers

Management

For

For

1.9

Elect Director Bertram L. Scott

Management

For

For

1.10

Elect Director Colleen Taylor

Management

For

For

1.11

Elect Director Mary Beth West

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Deloitte & Touche LLP as Auditors

Management

For

For

4

Amend Omnibus Stock Plan

Management

For

For

5

Report on Median Gender/Racial Pay Gap

Shareholder

Against

Against

6

Amend Proxy Access Right

Shareholder

Against

Against

7

Report on Risks of State Policies Restricting Reproductive Health Care

Shareholder

Against

Against

8

Commission a Civil Rights and Non-Discrimination Audit

Shareholder

Against

Against

9

Report on Risks from Company Vendors that Misclassify Employees as Independent Contractors

Shareholder

Against

Against

 

 

MCDONALD'S CORPORATION


     

Meeting Date:  MAY 26, 2022
Record Date:  MAR 28, 2022
Meeting Type:  PROXY CONTEST

Ticker:  MCD
Security ID:  580135101

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

Management Proxy (White Proxy Card)

1.1

Elect Director Lloyd Dean

Management

For

For

1.2

Elect Director Robert Eckert

Management

For

For

1.3

Elect Director Catherine Engelbert

Management

For

For

1.4

Elect Director Margaret Georgiadis

Management

For

For

1.5

Elect Director Enrique Hernandez, Jr.

Management

For

For

1.6

Elect Director Christopher Kempczinski

Management

For

For

1.7

Elect Director Richard Lenny

Management

For

For

1.8

Elect Director John Mulligan

Management

For

For

1.9

Elect Director Sheila Penrose

Management

For

For

1.10

Elect Director John Rogers, Jr.

Management

For

For

1.11

Elect Director Paul Walsh

Management

For

For

1.12

Elect Director Miles White

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Ernst & Young LLP as Auditors

Management

For

For

4

Reduce Ownership Threshold for Shareholders to Call Special Meeting

Shareholder

Against

Against

5

Report on Efforts to Reduce Plastic Use

Shareholder

Against

Against

6

Report on Public Health Costs of Antibiotic Use and Impact on Diversified Shareholders

Shareholder

Against

Against

7

Report on Use of Gestation Stalls in Pork Supply Chain

Shareholder

Against

Against

8

Report on Third-Party Civil Rights Audit

Shareholder

Against

For

9

Report on Lobbying Payments and Policy

Shareholder

Against

Against

10

Issue Transparency Report on Global Public Policy and Political Influence

Shareholder

Against

Against

Proposal No

Proposal

Proposed By

Dissident Recommendation

Vote Cast

Dissident Proxy (Gold Proxy Card)

1.1

Elect Director Leslie Samuelrich

Shareholder

For

Did Not Vote

1.2

Elect Director Maisie Lucia Ganzler

Shareholder

For

Did Not


     
    

Vote

1.3

Management Nominee Lloyd Dean

Shareholder

For

Did Not Vote

1.4

Management Nominee Robert Eckert

Shareholder

For

Did Not Vote

1.5

Management Nominee Catherine Engelbert

Shareholder

For

Did Not Vote

1.6

Management Nominee Margaret Georgiadis

Shareholder

For

Did Not Vote

1.7

Management Nominee Enrique Hernandez, Jr.

Shareholder

For

Did Not Vote

1.8

Management Nominee Christopher Kempczinski

Shareholder

For

Did Not Vote

1.9

Management Nominee John Mulligan

Shareholder

For

Did Not Vote

1.10

Management Nominee John Rogers, Jr.

Shareholder

For

Did Not Vote

1.11

Management Nominee Paul Walsh

Shareholder

For

Did Not Vote

1.12

Management Nominee Miles White

Shareholder

For

Did Not Vote

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

Against

Did Not Vote

3

Ratify Ernst & Young LLP as Auditors

Management

For

Did Not Vote

4

Reduce Ownership Threshold for Shareholders to Call Special Meeting

Shareholder

For

Did Not Vote

5

Report on Efforts to Reduce Plastic Use

Shareholder

For

Did Not Vote

6

Report on Public Health Costs of Antibiotic

Shareholder

For

Did


     
 

Use and Impact on Diversified Shareholders

  

Not Vote

7

Report on Use of Gestation Stalls in Pork Supply Chain

Shareholder

For

Did Not Vote

8

Report on Third-Party Civil Rights Audit

Shareholder

For

Did Not Vote

9

Report on Lobbying Payments and Policy

Shareholder

For

Did Not Vote

10

Issue Transparency Report on Global Public Policy and Political Influence

Shareholder

For

Did Not Vote

     

 

MEDTRONIC PLC
Meeting Date:  DEC 09, 2021
Record Date:  OCT 14, 2021
Meeting Type:  ANNUAL

Ticker:  MDT
Security ID:  G5960L103

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Richard H. Anderson

Management

For

For

1b

Elect Director Craig Arnold

Management

For

For

1c

Elect Director Scott C. Donnelly

Management

For

For

1d

Elect Director Andrea J. Goldsmith

Management

For

For

1e

Elect Director Randall J. Hogan, III

Management

For

For

1f

Elect Director Kevin E. Lofton

Management

For

For

1g

Elect Director Geoffrey S. Martha

Management

For

For

1h

Elect Director Elizabeth G. Nabel

Management

For

For

1i

Elect Director Denise M. O'Leary

Management

For

For

1j

Elect Director Kendall J. Powell

Management

For

For

2

Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Advisory Vote on Say on Pay Frequency

Management

One Year

One Year

5

Approve Omnibus Stock Plan

Management

For

For

6

Renew the Board's Authority to Issue Shares Under Irish Law

Management

For

For


     

7

Renew the Board's Authority to Opt-Out of Statutory Pre-Emptions Rights Under Irish Law

Management

For

For

8

Authorize Overseas Market Purchases of Ordinary Shares

Management

For

For

     

 

MICROSOFT CORPORATION
Meeting Date:  NOV 30, 2021
Record Date:  SEP 30, 2021
Meeting Type:  ANNUAL

Ticker:  MSFT
Security ID:  594918104

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Reid G. Hoffman

Management

For

For

1.2

Elect Director Hugh F. Johnston

Management

For

For

1.3

Elect Director Teri L. List

Management

For

For

1.4

Elect Director Satya Nadella

Management

For

For

1.5

Elect Director Sandra E. Peterson

Management

For

For

1.6

Elect Director Penny S. Pritzker

Management

For

For

1.7

Elect Director Carlos A. Rodriguez

Management

For

For

1.8

Elect Director Charles W. Scharf

Management

For

For

1.9

Elect Director John W. Stanton

Management

For

For

1.10

Elect Director John W. Thompson

Management

For

For

1.11

Elect Director Emma N. Walmsley

Management

For

For

1.12

Elect Director Padmasree Warrior

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Approve Qualified Employee Stock Purchase Plan

Management

For

For

4

Ratify Deloitte & Touche LLP as Auditors

Management

For

For

5

Report on Gender/Racial Pay Gap

Shareholder

Against

For

6

Report on Effectiveness of Workplace Sexual Harassment Policies

Shareholder

Against

For

7

Prohibit Sales of Facial Recognition Technology to All Government Entities

Shareholder

Against

Against

8

Report on Implementation of the Fair Chance Business Pledge

Shareholder

Against

Against

9

Report on Lobbying Activities Alignment with Company Policies

Shareholder

Against

For

 

 

NASDAQ, INC.
Meeting Date:  JUN 22, 2022
Record Date:  APR 25, 2022


     

Meeting Type:  ANNUAL

Ticker:  NDAQ
Security ID:  631103108

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Melissa M. Arnoldi

Management

For

For

1b

Elect Director Charlene T. Begley

Management

For

For

1c

Elect Director Steven D. Black

Management

For

For

1d

Elect Director Adena T. Friedman

Management

For

For

1e

Elect Director Essa Kazim

Management

For

For

1f

Elect Director Thomas A. Kloet

Management

For

For

1g

Elect Director John D. Rainey

Management

For

For

1h

Elect Director Michael R. Splinter

Management

For

For

1i

Elect Director Toni Townes-Whitley

Management

For

For

1j

Elect Director Alfred W. Zollar

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Ernst & Young LLP as Auditors

Management

For

For

4

Approve Stock Split

Management

For

For

5

Reduce Ownership Threshold for Shareholders to Call Special Meeting

Shareholder

Against

Against

     

 

NIKE, INC.
Meeting Date:  OCT 06, 2021
Record Date:  AUG 06, 2021
Meeting Type:  ANNUAL

Ticker:  NKE
Security ID:  654106103

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Alan B. Graf, Jr.

Management

For

For

1b

Elect Director Peter B. Henry

Management

For

For

1c

Elect Director Michelle A. Peluso

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify PricewaterhouseCoopers LLP as Auditors

Management

For

For

4

Report on Political Contributions Disclosure

Shareholder

Against

Against

5

Report on Human Rights Impact Assessment

Shareholder

Against

Against

6

Report on Median Gender/Racial Pay Gap

Shareholder

Against

Against

7

Report on Diversity and Inclusion Efforts

Shareholder

Against

Against

 

 


     

NORFOLK SOUTHERN CORPORATION
Meeting Date:  MAY 12, 2022
Record Date:  MAR 04, 2022
Meeting Type:  ANNUAL

Ticker:  NSC
Security ID:  655844108

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Thomas D. Bell, Jr.

Management

For

For

1.2

Elect Director Mitchell E. Daniels, Jr.

Management

For

For

1.3

Elect Director Marcela E. Donadio

Management

For

For

1.4

Elect Director John C. Huffard, Jr.

Management

For

For

1.5

Elect Director Christopher T. Jones

Management

For

For

1.6

Elect Director Thomas C. Kelleher

Management

For

For

1.7

Elect Director Steven F. Leer

Management

For

For

1.8

Elect Director Michael D. Lockhart

Management

For

For

1.9

Elect Director Amy E. Miles

Management

For

For

1.10

Elect Director Claude Mongeau

Management

For

For

1.11

Elect Director Jennifer F. Scanlon

Management

For

For

1.12

Elect Director Alan H. Shaw

Management

For

For

1.13

Elect Director James A. Squires

Management

For

For

1.14

Elect Director John R. Thompson

Management

For

For

2

Ratify KPMG LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Reduce Ownership Threshold for Shareholders to Call Special Meeting

Shareholder

Against

Against

     

 

NVENT ELECTRIC PLC
Meeting Date:  MAY 13, 2022
Record Date:  MAR 18, 2022
Meeting Type:  ANNUAL

Ticker:  NVT
Security ID:  G6700G107

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Jerry W. Burris

Management

For

For

1b

Elect Director Susan M. Cameron

Management

For

For

1c

Elect Director Michael L. Ducker

Management

For

For

1d

Elect Director Randall J. Hogan

Management

For

For

1e

Elect Director Danita K. Ostling

Management

For

For

1f

Elect Director Nicola Palmer

Management

For

For

1g

Elect Director Herbert K. Parker

Management

For

For


     

1h

Elect Director Greg Scheu

Management

For

For

1i

Elect Director Beth A. Wozniak

Management

For

For

1j

Elect Director Jacqueline Wright

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Approve Deloitte & Touche LLP as Auditors and Authorize Board to Fix Their Remuneration

Management

For

For

4

Renew the Board's Authority to Issue Shares Under Irish Law

Management

For

For

5

Authorize the Board's Authority to Opt-Out of Statutory Pre-Emptions Rights Under Irish Law

Management

For

For

6

Authorize Price Range for Reissuance of Treasury Shares

Management

For

For

     

 

PENTAIR PLC
Meeting Date:  MAY 17, 2022
Record Date:  MAR 18, 2022
Meeting Type:  ANNUAL

Ticker:  PNR
Security ID:  G7S00T104

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Mona Abutaleb Stephenson

Management

For

For

1b

Elect Director Melissa Barra

Management

For

For

1c

Elect Director Glynis A. Bryan

Management

For

For

1d

Elect Director T. Michael Glenn

Management

For

For

1e

Elect Director Theodore L. Harris

Management

For

For

1f

Elect Director David A. Jones

Management

For

For

1g

Elect Director Gregory E. Knight

Management

For

For

1h

Elect Director Michael T. Speetzen

Management

For

For

1i

Elect Director John L. Stauch

Management

For

For

1j

Elect Director Billie I. Williamson

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Approve Deloitte & Touche LLP as Auditors and Authorize Board to Fix Their Remuneration

Management

For

For

4

Renew the Board's Authority to Issue Shares Under Irish Law

Management

For

For

5

Renew the Board's Authority to Opt-Out of Statutory Preemption Rights Under Irish Law

Management

For

For

6

Determine Price Range for Reissuance of Treasury Shares

Management

For

For


     

 

PEPSICO, INC.
Meeting Date:  MAY 04, 2022
Record Date:  MAR 01, 2022
Meeting Type:  ANNUAL

Ticker:  PEP
Security ID:  713448108

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Segun Agbaje

Management

For

For

1b

Elect Director Shona L. Brown

Management

For

For

1c

Elect Director Cesar Conde

Management

For

For

1d

Elect Director Ian Cook

Management

For

For

1e

Elect Director Edith W. Cooper

Management

For

For

1f

Elect Director Dina Dublon

Management

For

For

1g

Elect Director Michelle Gass

Management

For

For

1h

Elect Director Ramon L. Laguarta

Management

For

For

1i

Elect Director Dave Lewis

Management

For

For

1j

Elect Director David C. Page

Management

For

For

1k

Elect Director Robert C. Pohlad

Management

For

For

1l

Elect Director Daniel Vasella

Management

For

For

1m

Elect Director Darren Walker

Management

For

For

1n

Elect Director Alberto Weisser

Management

For

For

2

Ratify KPMG LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Require Independent Board Chair

Shareholder

Against

Against

5

Report on Global Public Policy and Political Influence

Shareholder

Against

Against

6

Report on Public Health Costs of Food and Beverages Products

Shareholder

Against

Against

     

 

PFIZER INC.
Meeting Date:  APR 28, 2022
Record Date:  MAR 02, 2022
Meeting Type:  ANNUAL

Ticker:  PFE
Security ID:  717081103

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Ronald E. Blaylock

Management

For

For

1.2

Elect Director Albert Bourla

Management

For

For

1.3

Elect Director Susan Desmond-Hellmann

Management

For

For


     

1.4

Elect Director Joseph J. Echevarria

Management

For

For

1.5

Elect Director Scott Gottlieb

Management

For

For

1.6

Elect Director Helen H. Hobbs

Management

For

For

1.7

Elect Director Susan Hockfield

Management

For

For

1.8

Elect Director Dan R. Littman

Management

For

For

1.9

Elect Director Shantanu Narayen

Management

For

For

1.10

Elect Director Suzanne Nora Johnson

Management

For

For

1.11

Elect Director James Quincey

Management

For

For

1.12

Elect Director James C. Smith

Management

For

For

2

Ratify KPMG LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Amend Proxy Access Right

Shareholder

Against

Against

5

Report on Congruency of Political Electioneering Expenditures with Company Values and Policies

Shareholder

Against

Against

6

Report on Feasibility of Technology Transfer to Boost Covid-19 Vaccine Production

Shareholder

Against

Against

7

Report on Board Oversight of Risks Related to Anticompetitive Practices

Shareholder

Against

Against

8

Report on Public Health Costs of Limited Sharing of Vaccine Technology

Shareholder

Against

Against

     

 

RAYTHEON TECHNOLOGIES CORPORATION
Meeting Date:  APR 25, 2022
Record Date:  MAR 01, 2022
Meeting Type:  ANNUAL

Ticker:  RTX
Security ID:  75513E101

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Tracy A. Atkinson

Management

For

For

1b

Elect Director Bernard A. Harris, Jr.

Management

For

For

1c

Elect Director Gregory J. Hayes

Management

For

For

1d

Elect Director George R. Oliver

Management

For

For

1e

Elect Director Robert K. (Kelly) Ortberg

Management

For

For

1f

Elect Director Margaret L. O'Sullivan

Management

For

For

1g

Elect Director Dinesh C. Paliwal

Management

For

For

1h

Elect Director Ellen M. Pawlikowski

Management

For

For

1i

Elect Director Denise L. Ramos

Management

For

For

1j

Elect Director Fredric G. Reynolds

Management

For

For


     

1k

Elect Director Brian C. Rogers

Management

For

For

1l

Elect Director James A. Winnefeld, Jr.

Management

For

For

1m

Elect Director Robert O. Work

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify PricewaterhouseCoopers LLP as Auditors

Management

For

For

4

Reduce Supermajority Vote Requirement

Management

For

For

     

 

ROPER TECHNOLOGIES, INC.
Meeting Date:  JUN 15, 2022
Record Date:  APR 20, 2022
Meeting Type:  ANNUAL

Ticker:  ROP
Security ID:  776696106

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Shellye L. Archambeau

Management

For

For

1.2

Elect Director Amy Woods Brinkley

Management

For

For

1.3

Elect Director Irene M. Esteves

Management

For

For

1.4

Elect Director L. Neil Hunn

Management

For

For

1.5

Elect Director Robert D. Johnson

Management

For

For

1.6

Elect Director Thomas P. Joyce, Jr.

Management

For

For

1.7

Elect Director Laura G. Thatcher

Management

For

For

1.8

Elect Director Richard F. Wallman

Management

For

For

1.9

Elect Director Christopher Wright

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify PricewaterhouseCoopers LLP as Auditors

Management

For

For

     

 

ROSS STORES, INC.
Meeting Date:  MAY 18, 2022
Record Date:  MAR 22, 2022
Meeting Type:  ANNUAL

Ticker:  ROST
Security ID:  778296103

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director K. Gunnar Bjorklund

Management

For

For

1b

Elect Director Michael J. Bush

Management

For

For

1c

Elect Director Sharon D. Garrett

Management

For

For

1d

Elect Director Michael J. Hartshorn

Management

For

For

1e

Elect Director Stephen D. Milligan

Management

For

For

1f

Elect Director Patricia H. Mueller

Management

For

For


     

1g

Elect Director George P. Orban

Management

For

For

1h

Elect Director Larree M. Renda

Management

For

For

1i

Elect Director Barbara Rentler

Management

For

For

1j

Elect Director Doniel N. Sutton

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Deloitte & Touche LLP as Auditors

Management

For

For

     

 

STRYKER CORPORATION
Meeting Date:  MAY 04, 2022
Record Date:  MAR 07, 2022
Meeting Type:  ANNUAL

Ticker:  SYK
Security ID:  863667101

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Mary K. Brainerd

Management

For

For

1b

Elect Director Giovanni Caforio

Management

For

For

1c

Elect Director Srikant M. Datar

Management

For

For

1d

Elect Director Allan C. Golston

Management

For

For

1e

Elect Director Kevin A. Lobo

Management

For

For

1f

Elect Director Sherilyn S. McCoy

Management

For

For

1g

Elect Director Andrew K. Silvernail

Management

For

For

1h

Elect Director Lisa M. Skeete Tatum

Management

For

For

1i

Elect Director Ronda E. Stryker

Management

For

For

1j

Elect Director Rajeev Suri

Management

For

For

2

Ratify Ernst & Young LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Amend Proxy Access Right

Shareholder

Against

Against

     

 

TARGET CORPORATION
Meeting Date:  JUN 08, 2022
Record Date:  APR 11, 2022
Meeting Type:  ANNUAL

Ticker:  TGT
Security ID:  87612E106

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director David P. Abney

Management

For

For

1b

Elect Director Douglas M. Baker, Jr.

Management

For

For

1c

Elect Director George S. Barrett

Management

For

For

1d

Elect Director Gail K. Boudreaux

Management

For

For


     

1e

Elect Director Brian C. Cornell

Management

For

For

1f

Elect Director Robert L. Edwards

Management

For

For

1g

Elect Director Melanie L. Healey

Management

For

For

1h

Elect Director Donald R. Knauss

Management

For

For

1i

Elect Director Christine A. Leahy

Management

For

For

1j

Elect Director Monica C. Lozano

Management

For

For

1k

Elect Director Derica W. Rice

Management

For

For

1l

Elect Director Dmitri L. Stockton

Management

For

For

2

Ratify Ernst & Young LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Amend Proxy Access Right

Shareholder

Against

Against

     

 

TEXAS INSTRUMENTS INCORPORATED
Meeting Date:  APR 28, 2022
Record Date:  MAR 02, 2022
Meeting Type:  ANNUAL

Ticker:  TXN
Security ID:  882508104

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Mark A. Blinn

Management

For

For

1b

Elect Director Todd M. Bluedorn

Management

For

For

1c

Elect Director Janet F. Clark

Management

For

For

1d

Elect Director Carrie S. Cox

Management

For

For

1e

Elect Director Martin S. Craighead

Management

For

For

1f

Elect Director Jean M. Hobby

Management

For

For

1g

Elect Director Michael D. Hsu

Management

For

For

1h

Elect Director Haviv Ilan

Management

For

For

1i

Elect Director Ronald Kirk

Management

For

For

1j

Elect Director Pamela H. Patsley

Management

For

For

1k

Elect Director Robert E. Sanchez

Management

For

For

1l

Elect Director Richard K. Templeton

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Ernst & Young LLP as Auditors

Management

For

For

4

Reduce Ownership Threshold for Shareholders to Call Special Meeting

Shareholder

Against

Against

 

 

THE PROCTER & GAMBLE COMPANY
Meeting Date:  OCT 12, 2021
Record Date:  AUG 13, 2021


     

Meeting Type:  ANNUAL

Ticker:  PG
Security ID:  742718109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director B. Marc Allen

Management

For

For

1b

Elect Director Angela F. Braly

Management

For

For

1c

Elect Director Amy L. Chang

Management

For

For

1d

Elect Director Joseph Jimenez

Management

For

For

1e

Elect Director Christopher Kempczinski

Management

For

For

1f

Elect Director Debra L. Lee

Management

For

For

1g

Elect Director Terry J. Lundgren

Management

For

For

1h

Elect Director Christine M. McCarthy

Management

For

For

1i

Elect Director Jon R. Moeller

Management

For

For

1j

Elect Director David S. Taylor

Management

For

For

1k

Elect Director Margaret C. Whitman

Management

For

For

1l

Elect Director Patricia A. Woertz

Management

For

For

2

Ratify Deloitte & Touche LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates

Shareholder

Against

Against

     

 

THE SHERWIN-WILLIAMS COMPANY
Meeting Date:  APR 20, 2022
Record Date:  FEB 22, 2022
Meeting Type:  ANNUAL

Ticker:  SHW
Security ID:  824348106

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Kerrii B. Anderson

Management

For

For

1b

Elect Director Arthur F. Anton

Management

For

For

1c

Elect Director Jeff M. Fettig

Management

For

For

1d

Elect Director Richard J. Kramer

Management

For

For

1e

Elect Director John G. Morikis

Management

For

For

1f

Elect Director Christine A. Poon

Management

For

For

1g

Elect Director Aaron M. Powell

Management

For

For

1h

Elect Director Marta R. Stewart

Management

For

For

1i

Elect Director Michael H. Thaman

Management

For

For

1j

Elect Director Matthew Thornton, III

Management

For

For


     

1k

Elect Director Steven H. Wunning

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Ernst & Young LLP as Auditors

Management

For

For

     

 

UNITED PARCEL SERVICE, INC.
Meeting Date:  MAY 05, 2022
Record Date:  MAR 09, 2022
Meeting Type:  ANNUAL

Ticker:  UPS
Security ID:  911312106

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Carol B. Tome

Management

For

For

1b

Elect Director Rodney C. Adkins

Management

For

For

1c

Elect Director Eva C. Boratto

Management

For

For

1d

Elect Director Michael J. Burns

Management

For

For

1e

Elect Director Wayne M. Hewett

Management

For

For

1f

Elect Director Angela Hwang

Management

For

For

1g

Elect Director Kate E. Johnson

Management

For

For

1h

Elect Director William R. Johnson

Management

For

For

1i

Elect Director Ann M. Livermore

Management

For

For

1j

Elect Director Franck J. Moison

Management

For

For

1k

Elect Director Christiana Smith Shi

Management

For

For

1l

Elect Director Russell Stokes

Management

For

For

1m

Elect Director Kevin Warsh

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Deloitte & Touche LLP as Auditors

Management

For

For

4

Report on Lobbying Payments and Policy

Shareholder

Against

Against

5

Report on Corporate Climate Lobbying Aligned with Paris Agreement

Shareholder

Against

Against

6

Approve Recapitalization Plan for all Stock to Have One-vote per Share

Shareholder

Against

For

7

Adopt Independently Verified Science-Based GHG Reduction Targets

Shareholder

Against

Against

8

Report on Balancing Climate Measures and Financial Returns

Shareholder

Against

Against

9

Report on Effectiveness of Diversity Equity and Inclusion Efforts and Metrics

Shareholder

Against

Against

 

 

UNITEDHEALTH GROUP INCORPORATED


     

Meeting Date:  JUN 06, 2022
Record Date:  APR 08, 2022
Meeting Type:  ANNUAL

Ticker:  UNH
Security ID:  91324P102

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Timothy P. Flynn

Management

For

For

1b

Elect Director Paul R. Garcia

Management

For

For

1c

Elect Director Stephen J. Hemsley

Management

For

For

1d

Elect Director Michele J. Hooper

Management

For

For

1e

Elect Director F. William McNabb, III

Management

For

For

1f

Elect Director Valerie C. Montgomery Rice

Management

For

For

1g

Elect Director John H. Noseworthy

Management

For

For

1h

Elect Director Andrew Witty

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

3

Ratify Deloitte & Touche LLP as Auditors

Management

For

For

4

Submit Severance Agreement (Change-in-Control) to Shareholder Vote

Shareholder

Against

Against

5

Report on Congruency of Political Spending with Company Values and Priorities

Shareholder

Against

Against

     

 

VISA INC.
Meeting Date:  JAN 25, 2022
Record Date:  NOV 26, 2021
Meeting Type:  ANNUAL

Ticker:  V
Security ID:  92826C839

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Lloyd A. Carney

Management

For

For

1b

Elect Director Mary B. Cranston

Management

For

For

1c

Elect Director Francisco Javier Fernandez-Carbajal

Management

For

For

1d

Elect Director Alfred F. Kelly, Jr.

Management

For

For

1e

Elect Director Ramon Laguarta

Management

For

For

1f

Elect Director John F. Lundgren

Management

For

For

1g

Elect Director Robert W. Matschullat

Management

For

For

1h

Elect Director Denise M. Morrison

Management

For

For

1i

Elect Director Linda J. Rendle

Management

For

For

1j

Elect Director Maynard G. Webb, Jr.

Management

For

For

2

Advisory Vote to Ratify Named Executive

Management

For

For


     
 

Officers' Compensation

   

3

Ratify KPMG LLP as Auditors

Management

For

For

     

 

W.W. GRAINGER, INC.
Meeting Date:  APR 27, 2022
Record Date:  MAR 07, 2022
Meeting Type:  ANNUAL

Ticker:  GWW
Security ID:  384802104

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1.1

Elect Director Rodney C. Adkins

Management

For

For

1.2

Elect Director V. Ann Hailey

Management

For

For

1.3

Elect Director Katherine D. Jaspon

Management

For

For

1.4

Elect Director Stuart L. Levenick

Management

For

For

1.5

Elect Director D.G. Macpherson

Management

For

For

1.6

Elect Director Neil S. Novich

Management

For

For

1.7

Elect Director Beatriz R. Perez

Management

For

For

1.8

Elect Director Michael J. Roberts

Management

For

For

1.9

Elect Director E. Scott Santi

Management

For

For

1.10

Elect Director Susan Slavik Williams

Management

For

For

1.11

Elect Director Lucas E. Watson

Management

For

For

1.12

Elect Director Steven A. White

Management

For

For

2

Ratify Ernst & Young LLP as Auditors

Management

For

For

3

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For

4

Approve Omnibus Stock Plan

Management

For

For

     

 

WALMART INC.
Meeting Date:  JUN 01, 2022
Record Date:  APR 08, 2022
Meeting Type:  ANNUAL

Ticker:  WMT
Security ID:  931142103

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Cesar Conde

Management

For

For

1b

Elect Director Timothy P. Flynn

Management

For

For

1c

Elect Director Sarah J. Friar

Management

For

For

1d

Elect Director Carla A. Harris

Management

For

For

1e

Elect Director Thomas W. Horton

Management

For

For

1f

Elect Director Marissa A. Mayer

Management

For

For


     

1g

Elect Director C. Douglas McMillon

Management

For

For

1h

Elect Director Gregory B. Penner

Management

For

For

1i

Elect Director Randall L. Stephenson

Management

For

For

1j

Elect Director S. Robson Walton

Management

For

For

1k

Elect Director Steuart L. Walton

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

Against

3

Ratify Ernst & Young LLP as Auditors

Management

For

For

4

Report on Animal Welfare Policies and Practices in Food Supply Chain

Shareholder

Against

Against

5

Create a Pandemic Workforce Advisory Council

Shareholder

Against

Against

6

Report on Impacts of Restrictive Reproductive Healthcare Legislation

Shareholder

Against

Against

7

Report on Alignment of Racial Justice Goals and Starting Wages

Shareholder

Against

Against

8

Report on a Civil Rights and Non-Discrimination Audit

Shareholder

Against

Against

9

Report on Charitable Contributions

Shareholder

Against

Against

10

Report on Lobbying Payments and Policy

Shareholder

Against

For

     

 

WEST PHARMACEUTICAL SERVICES, INC.
Meeting Date:  MAY 24, 2022
Record Date:  MAR 01, 2022
Meeting Type:  ANNUAL

Ticker:  WST
Security ID:  955306105

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Elect Director Mark A. Buthman

Management

For

For

1b

Elect Director William F. Feehery

Management

For

For

1c

Elect Director Robert F. Friel

Management

For

For

1d

Elect Director Eric M. Green

Management

For

For

1e

Elect Director Molly E. Joseph

Management

For

For

1f

Elect Director Thomas W. Hofmann

Management

For

For

1g

Elect Director Deborah L. V. Keller

Management

For

For

1h

Elect Director Myla P. Lai-Goldman

Management

For

For

1i

Elect Director Douglas A. Michels

Management

For

For

1j

Elect Director Paolo Pucci

Management

For

For

2

Advisory Vote to Ratify Named Executive Officers' Compensation

Management

For

For


     

3

Ratify PricewaterhouseCoopers LLP as Auditors

Management

For

For

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Franklin Managed Trust______

By (Signature and Title)* /s/MATTHEW T. HINKLE__

Matthew T. Hinkle,

Chief Executive Officer – Finance and Administration

Date August 25, 2022__

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