UNITED STATES

SECURTITIES 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: 811-00041

 

GENERAL AMERICAN INVESTORS COMPANY, INC.

(Exact name of Registrant as specified in charter)

 

530 Fifth Avenue, 26th Floor

New York, New York 10036

(Address of principal executive offices)

 

Registrant’s telephone number: 212-916-8400

 

Date of fiscal year end: December 31

 

Date of reporting period: July 1, 2017 - June 30, 2018 

 

   
 

 

Proxy Voting Record

 

Meeting Date Range: 01-Jul-2017 To 30-Jun-2018

 

All Accounts 

 

Investment Company Report

 

VODAFONE GROUP PLC
Security 92857W308 Meeting Type Annual
Ticker Symbol VOD Meeting Date 28-Jul-2017
ISIN US92857W3088 Agenda 934649065 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1. TO RECEIVE THE COMPANY’S ACCOUNTS, THE STRATEGIC REPORT AND REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED 31 MARCH 2017 Management For For  
           
2. TO RE-ELECT GERARD KLEISTERLEE AS A DIRECTOR Management For For  
           
3. TO RE-ELECT VITTORIO COLAO AS A DIRECTOR Management For For  
           
4. TO RE-ELECT NICK READ AS A DIRECTOR Management For For  
           
5. TO RE-ELECT SIR CRISPIN DAVIS AS A DIRECTOR Management For For  
           
6. TO RE-ELECT DR MATHIAS DOPFNER AS A DIRECTOR Management For For  
           
7. TO RE-ELECT DAME CLARA FURSE AS A DIRECTOR Management For For  
           
8. TO RE-ELECT VALERIE GOODING AS A DIRECTOR Management For For  
           
9. TO RE-ELECT RENEE JAMES AS A DIRECTOR Management For For  
           
10. TO RE-ELECT SAMUEL JONAH AS A DIRECTOR Management For For  
           
11. TO ELECT MARIA AMPARO MORALEDA MARTINEZ AS A DIRECTOR IN ACCORDANCE WITH THE COMPANY’S ARTICLES Management For For  
           
12. TO RE-ELECT DAVID NISH AS A DIRECTOR Management For For  
           
           
13. TO DECLARE A FINAL DIVIDEND OF 10.03 EUROCENTS PER ORDINARY SHARE FOR THE YEAR ENDED 31 MARCH 2017 Management For For  
           
14. TO APPROVE THE DIRECTORS’ REMUNERATION POLICY CONTAINED IN THE REMUNERATION REPORT OF THE BOARD FOR THE YEAR ENDED 31 MARCH 2017 Management For For  
           
15. TO APPROVE THE ANNUAL REPORT ON REMUNERATION CONTAINED IN THE REMUNERATION REPORT OF THE BOARD FOR THE YEAR ENDED 31 MARCH 2017 Management For For  
           
16. TO REAPPOINT PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S AUDITOR UNTIL THE END OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY Management For For  
           
17. TO AUTHORISE THE AUDIT AND RISK COMMITTEE TO DETERMINE THE REMUNERATION OF THE AUDITOR Management For For  
           
18. TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Management For For  

 

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Investment Company Report

 

19. TO AUTHORISE THE DIRECTORS TO DIS-APPLY PRE-EMPTION RIGHTS (SPECIAL RESOLUTION) Management For For  
           
20. TO AUTHORISE THE DIRECTORS TO DIS-APPLY PRE-EMPTION RIGHTS UP TO A FURTHER 5 PER CENT FOR THE PURPOSES OF FINANCING AN ACQUISITION OR OTHER CAPITAL INVESTMENT (SPECIAL RESOLUTION) Management For For  
           
21. TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES (SPECIAL RESOLUTION) Management For For  
           
22. TO AUTHORISE POLITICAL DONATIONS AND EXPENDITURE Management Against Against  
           
23. TO AUTHORISE THE COMPANY TO CALL GENERAL MEETINGS (OTHER THAN AGMS) ON 14 CLEAR DAYS’ NOTICE (SPECIAL RESOLUTION) Management For For  

 

Page 2 of 7430-Jun-2018

 

 

Investment Company Report

 

REPROS THERAPEUTICS INC.
Security 76028H209 Meeting Type Annual
Ticker Symbol RPRX Meeting Date 13-Sep-2017
ISIN US76028H2094 Agenda 934667556 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1. DIRECTOR Management      
           
  1 LARRY M. DILLAHA, M.D.   For For  
             
  2 DANIEL F. CAIN   For For  
             
  3 PATRICK FOURTEAU   For For  
             
  4 NOLA MASTERSON, M.S.   For For  
             
  5 SAIRA RAMASASTRY   For For  
             
  6 M.G. WYLLIE, PH.D., DSC   For For  
             
2. TO RATIFY AND APPROVE THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2017. Management For For  
           
3.

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

Management For For  

 

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Investment Company Report

 

DIAGEO PLC
Security 25243Q205 Meeting Type Annual
Ticker Symbol DEO Meeting Date 20-Sep-2017
ISIN US25243Q2057 Agenda 934668382 - Management

 

Item Proposal Proposed
by
Vote For/Against Management  
           
1. REPORT AND ACCOUNTS 2017. Management For For  
           
2. DIRECTORS’ REMUNERATION REPORT 2017. Management For For  
           
3. DIRECTORS’ REMUNERATION POLICY 2017. Management For For  
           
4. DECLARATION OF FINAL DIVIDEND. Management For For  
           
5. RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION) Management For For  
           
6. RE-ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION & CHAIRMAN OF COMMITTEE) Management For For  
           
7. RE-ELECTION OF J FERRAN AS A DIRECTOR. (NOMINATION & CHAIRMAN OF COMMITTEE) Management For For  
           
8. RE-ELECTION OF HO KWONPING AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION) Management For For  
           
9. RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION) Management For For  
           
10. RE-ELECTION OF NS MENDELSOHN AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION) Management For For  
           
11. RE-ELECTION OF IM MENEZES AS A DIRECTOR. (EXECUTIVE & CHAIRMAN OF COMMITTEE) Management For For  
           
12. RE-ELECTION OF KA MIKELLS AS A DIRECTOR. (EXECUTIVE) Management For For  
           
13. RE-ELECTION OF AJH STEWART AS A DIRECTOR. (AUDIT, CHAIRMAN OF COMMITTEE, NOMINATION & REMUNERATION) Management For For  
           
14. RE-APPOINTMENT OF AUDITOR. Management For For  
           
15. REMUNERATION OF AUDITOR. Management For For  
           
16. AUTHORITY TO ALLOT SHARES. Management For For  
           
17. DISAPPLICATION OF PRE-EMPTION RIGHTS. Management For For  
           
18. AUTHORITY TO PURCHASE OWN ORDINARY SHARES. Management For For  
           
19. AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR POLITICAL EXPENDITURE IN THE EU. Management For For  
           
20. ADOPTION OF THE DIAGEO PLC 2017 SHARE VALUE PLAN. Management For For  

 

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Investment Company Report

 

ENSCO PLC
Security G3157S106 Meeting Type Special
Ticker Symbol ESV Meeting Date 05-Oct-2017
ISIN GB00B4VLR192 Agenda 934671303 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1. ENSCO MERGER CONSIDERATION PROPOSAL: TO AUTHORIZE, IN ADDITION TO ALL SUBSISTING AUTHORITIES, THE ALLOTMENT AND ISSUANCE OF ENSCO CLASS A ORDINARY SHARES, TO SHAREHOLDERS OF ATWOOD OCEANICS, INC. (“ATWOOD”), PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 29, 2017, BY AND AMONG ENSCO, ECHO MERGER SUB LLC, A WHOLLY OWNED SUBSIDIARY OF ENSCO (“MERGER SUB”), AND ATWOOD, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, WHICH PROVIDES FOR, AMONG OTHER THINGS, THE ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). Management For For  
           
2. ENSCO GENERAL ALLOTMENT AUTHORITY INCREASE PROPOSAL: TO AUTHORIZE, IN ADDITION TO ALL SUBSISTING AUTHORITIES, THE ALLOTMENT AND ISSUANCE UP TO A NOMINAL AMOUNT OF ENSCO CLASS A ORDINARY SHARES, WHICH, TOGETHER WITH THE NOMINAL AMOUNT OF SHARES OF ENSCO AUTHORIZED TO BE ALLOTTED AND ISSUED PURSUANT TO PARAGRAPH (A) OF RESOLUTION 11 PASSED AT THE ANNUAL GENERAL MEETING OF ENSCO SHAREHOLDERS HELD ON MAY 22, 2017 (THE “ENSCO 2017 ANNUAL GENERAL MEETING”) AND UNUSED AS OF THE ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). Management For For  
           
3. ENSCO GENERAL DISAPPLICATION OF PRE-EMPTIVE RIGHTS PROPOSAL: TO AUTHORIZE, IN ADDITION TO ALL SUBSISTING AUTHORITIES, THE ALLOTMENT AND ISSUANCE UP TO A NOMINAL AMOUNT OF ENSCO CLASS A ORDINARY SHARES FOR CASH ON A NON-PRE-EMPTIVE BASIS, WHICH, TOGETHER WITH THE NOMINAL AMOUNT OF SHARES IN ENSCO AUTHORIZED TO BE ALLOTTED AND ISSUED FOR CASH ON A NON-PRE-EMPTIVE BASIS PURSUANT TO RESOLUTION 12 PASSED AT THE ENSCO 2017 ANNUAL GENERAL MEETING AND UNUSED AS OF THE DATE OF THE PROXY ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). Management For For  

 

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Investment Company Report

 

4. ENSCO SPECIFIED DISAPPLICATION OF PRE-EMPTIVE RIGHTS PROPOSAL: TO AUTHORIZE, IN ADDITION TO ALL SUBSISTING AUTHORITIES, THE ALLOTMENT AND ISSUANCE UP TO A NOMINAL AMOUNT OF ENSCO CLASS A ORDINARY SHARES FOR CASH ON A NON-PRE-EMPTIVE BASIS, WHICH, TOGETHER WITH THE NOMINAL AMOUNT OF SHARES IN ENSCO AUTHORIZED TO BE ALLOTTED AND ISSUED FOR CASH ON A NON-PRE-EMPTIVE BASIS PURSUANT TO RESOLUTION 13 PASSED AT THE ENSCO 2017 ANNUAL GENERAL MEETING AND UNUSED AS OF THE DATE OF THE PROXY ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). Management For For  

 

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Investment Company Report

 

METLIFE, INC.
Security 59156R108 Meeting Type Special
Ticker Symbol MET Meeting Date 19-Oct-2017
ISIN US59156R1086 Agenda 934679602 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1. AMEND THE PREFERRED STOCK DIVIDEND PAYMENT TESTS IN THE COMPANY’S CERTIFICATE OF INCORPORATION. Management For For  
           
2. ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES. Management For For  

 

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Investment Company Report

 

ORACLE CORPORATION
Security 68389X105 Meeting Type Annual
Ticker Symbol ORCL Meeting Date 15-Nov-2017
ISIN US68389X1054 Agenda 934681671 - Management

 

Item Proposal Proposed
by
Vote For/Against Management  
           
1. DIRECTOR Management      
           
  1 JEFFREY S. BERG   For For  
           
  2 MICHAEL J. BOSKIN   For For  
           
  3 SAFRA A. CATZ   For For  
           
  4 BRUCE R. CHIZEN   For For  
           
  5 GEORGE H. CONRADES   For For  
           
  6 LAWRENCE J. ELLISON   For For  
           
  7 HECTOR GARCIA-MOLINA   For For  
           
  8 JEFFREY O. HENLEY   For For  
           
  9 MARK V. HURD   For For  
           
  10 RENEE J. JAMES   For For  
           
  11 LEON E. PANETTA   For For  
           
  12 NAOMI O. SELIGMAN   For For  
           
2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. Management For For  
           
3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS. Management 1 Year For  
           
4. APPROVAL OF THE ORACLE CORPORATION AMENDED AND RESTATED 2000 LONG- TERM EQUITY INCENTIVE PLAN. Management For For  
           
5. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2018. Management For For  
           
6. STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS REPORT. Shareholder Against For  
           
7. STOCKHOLDER PROPOSAL REGARDING PAY EQUITY REPORT. Shareholder Against For  
           
8. STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS REFORM. Shareholder Against For  

 

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Investment Company Report

 

MICROSOFT CORPORATION
Security 594918104 Meeting Type Annual
Ticker Symbol MSFT Meeting Date 29-Nov-2017
ISIN US5949181045 Agenda 934689514 - Management

 

Item Proposal Proposed
by
Vote For/Against Management  
           
1A. ELECTION OF DIRECTOR: WILLIAM H. GATES III Management For For  
           
1B. ELECTION OF DIRECTOR: REID G. HOFFMAN Management For For  
           
1C. ELECTION OF DIRECTOR: HUGH F. JOHNSTON Management For For  
           
1D. ELECTION OF DIRECTOR: TERI L. LIST-STOLL Management For For  
           
1E. ELECTION OF DIRECTOR: SATYA NADELLA Management For For  
           
1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI Management For For  
           
1G. ELECTION OF DIRECTOR: HELMUT PANKE Management For For  
           
1H. ELECTION OF DIRECTOR: SANDRA E. PETERSON Management For For  
           
1I. ELECTION OF DIRECTOR: PENNY S. PRITZKER Management For For  
           
1J. ELECTION OF DIRECTOR: CHARLES W. SCHARF Management For For  
           
1K. ELECTION OF DIRECTOR: ARNE M. SORENSON Management For For  
           
1L. ELECTION OF DIRECTOR: JOHN W. STANTON Management For For  
           
1M. ELECTION OF DIRECTOR: JOHN W. THOMPSON Management For For  
           
1N. ELECTION OF DIRECTOR: PADMASREE WARRIOR Management For For  
           
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION Management For For  
           
3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION Management 1 Year For  
           
4. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2018 Management For For  
           
5. APPROVAL OF MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE EXECUTIVE INCENTIVE PLAN Management For For  
           
6. APPROVAL OF THE MICROSOFT CORPORATION 2017 STOCK PLAN Management For For  

 

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Investment Company Report

 

CISCO SYSTEMS, INC.
Security 17275R102 Meeting Type Annual
Ticker Symbol CSCO Meeting Date 11-Dec-2017
ISIN US17275R1023 Agenda 934694147 - Management

 

Item Proposal Proposed by Vote For/Against Management  
           
1A. ELECTION OF DIRECTOR: CAROL A. BARTZ Management For For  
           
1B. ELECTION OF DIRECTOR: M. MICHELE BURNS Management For For  
           
1C. ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS Management For For  
           
1D. ELECTION OF DIRECTOR: AMY L. CHANG Management For For  
           
1E. ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY Management For For  
           
1F. ELECTION OF DIRECTOR: DR. KRISTINA M. JOHNSON Management For For  
           
1G. ELECTION OF DIRECTOR: RODERICK C. MCGEARY Management For For  
           
1H. ELECTION OF DIRECTOR: CHARLES H. ROBBINS Management For For  
           
1I. ELECTION OF DIRECTOR: ARUN SARIN Management For For  
           
1J. ELECTION OF DIRECTOR: BRENTON L. SAUNDERS Management For For  
           
1K. ELECTION OF DIRECTOR: STEVEN M. WEST Management For For  
           
2. APPROVAL OF AMENDMENT AND RESTATEMENT OF THE 2005 STOCK INCENTIVE PLAN. Management For For  
           
3. APPROVAL OF AMENDMENT AND RESTATEMENT OF THE EXECUTIVE INCENTIVE PLAN. Management For For  
           
4. APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION. Management For For  
           
5. RECOMMENDATION, ON AN ADVISORY BASIS, ON THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. Management 1 Year For  
           
6. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS CISCO’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2018. Management For For  
           
7. APPROVAL TO REQUEST AN ANNUAL REPORT RELATING TO CISCO’S LOBBYING POLICIES, PROCEDURES AND ACTIVITIES. Shareholder Against For  

 

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Investment Company Report

 

COSTCO WHOLESALE CORPORATION
Security 22160K105 Meeting Type Annual
Ticker Symbol COST Meeting Date 30-Jan-2018
ISIN US22160K1051 Agenda 934711448 - Management

 

Item Proposal Proposed by Vote For/Against Management  
           
1. DIRECTOR Management      
           
  1 KENNETH D. DENMAN   For For  
             
  2 W. CRAIG JELINEK   For For  
             
  3 JEFFREY S. RAIKES   For For  
             
2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS. Management For For  
           
3. APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION. Management For For  
           
4. SHAREHOLDER PROPOSAL REGARDING SIMPLE MAJORITY VOTE. Shareholder Against For  
           
5. SHAREHOLDER PROPOSAL REGARDING PRISON LABOR. Shareholder Against For  

 

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Investment Company Report

 

QURATE RETAIL, INC.
Security 53071M856 Meeting Type Special
Ticker Symbol LVNTA Meeting Date 02-Feb-2018
ISIN US53071M8560 Agenda 934717286 - Management

 

Item Proposal Proposed
by
Vote For/Against Management  
           
1. A proposal to approve the redemption by Liberty Interactive Corporation of each share of Series A Liberty Ventures common stock and Series B Liberty Ventures common stock in exchange for one share of GCI Liberty, Inc. Class A Common Stock and GCI Liberty, Inc. Class B Common Stock, respectively, following the ...(due to space limits, see proxy statement for full proposal). Management For For  
           
2. A proposal to authorize the adjournment of the special meeting by Liberty Interactive Corporation to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the other proposal to be presented at the special meeting. Management For For  

 

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Investment Company Report

 

APPLE INC.
Security 037833100 Meeting Type Annual
Ticker Symbol AAPL Meeting Date 13-Feb-2018
ISIN US0378331005 Agenda 934716068 - Management

 

Item Proposal Proposed
by
Vote For/Against Management  
           
1a. Election of director: James Bell Management For For  
           
1b. Election of director: Tim Cook Management For For  
           
1c. Election of director: Al Gore Management For For  
           
1d. Election of director: Bob Iger Management For For  
           
1e. Election of director: Andrea Jung Management For For  
           
1f. Election of director: Art Levinson Management For For  
           
1g. Election of director: Ron Sugar Management For For  
           
1h. Election of director: Sue Wagner Management For For  
           
2. Ratification of the appointment of Ernst & Young LLP as Apple’s independent registered public accounting firm for 2018 Management For For  
           
3. Advisory vote to approve executive compensation Management For For  
           
4. Approval of the amended and restated Apple Inc. Non-Employee Director Stock Plan Management For For  
           
5. A shareholder proposal entitled “Shareholder Proxy Access Amendments” Shareholder Against For  
           
6. A shareholder proposal entitled “Human Rights Committee” Shareholder Against For  

 

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Investment Company Report

 

JOHNSON CONTROLS INTERNATIONAL PLC
Security G51502105 Meeting Type Annual
Ticker Symbol JCI Meeting Date 07-Mar-2018
ISIN IE00BY7QL619 Agenda 934721211 - Management

 

Item Proposal Proposed
by
Vote For/Against Management  
           
1A. Election of director: Michael E. Daniels Management For For  
           
1B. Election of director: W. Roy Dunbar Management For For  
           
1C. Election of director: Brian Duperreault Management For For  
           
1D. Election of director: Gretchen R. Haggerty Management For For  
           
1E. Election of director: Simone Menne Management For For  
           
1F. Election of director: George R. Oliver Management For For  
           
1G. Election of director: Juan Pablo del Valle Perochena Management For For  
           
1H. Election of director: Jurgen Tinggren Management For For  
           
1I. Election of director: Mark Vergnano Management For For  
           
1J. Election of director: R. David Yost Management For For  
           
1K. Election of director: John D. Young Management For For  
           
2.A To ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company. Management For For  
           
2.B To authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration. Management For For  
           
3. To authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares. Management For For  
           
4. To determine the price range at which the Company can re-allot shares that it holds as treasury shares (Special Resolution). Management For For  
           
5. To approve, in a non-binding advisory vote, the compensation of the named executive officers. Management For For  
           
6. To approve the Directors’ authority to allot shares up to approximately 33% of issued share capital. Management For For  
           
7. To approve the waiver of statutory pre-emption rights with respect to up to 5% of issued share capital (Special Resolution). Management For For  
           
8.A To approve the reduction of Company capital (Special Resolution). Management For For  
           
8.B To approve a clarifying amendment to the Company’s Articles of Association to facilitate the capital reduction (Special Resolution). Management For For  

 

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Investment Company Report

 

APPLIED MATERIALS, INC.
Security 038222105 Meeting Type Annual
Ticker Symbol AMAT Meeting Date 08-Mar-2018
ISIN US0382221051 Agenda 934722302 - Management

 

Item Proposal Proposed
by
Vote For/Against Management  
           
1A. Election of Director: Judy Bruner Management For For  
           
1B. Election of Director: Xun (Eric) Chen Management For For  
           
1C. Election of Director: Aart J. de Geus Management For For  
           
1D. Election of Director: Gary E. Dickerson Management For For  
           
1E. Election of Director: Stephen R. Forrest Management For For  
           
1F. Election of Director: Thomas J. Iannotti Management For For  
           
1G. Election of Director: Alexander A. Karsner Management For For  
           
1H. Election of Director: Adrianna C. Ma Management For For  
           
1I. Election of Director: Scott A. McGregor Management For For  
           
1J. Election of Director: Dennis D. Powell Management For For  
           
2. Approval, on an advisory basis, of the compensation of Applied Materials’ named executive officers for fiscal year 2017. Management For For  
           
3. Ratification of the appointment of KPMG LLP as independent registered public accounting firm for fiscal year 2018. Management For For  
           
4. Shareholder proposal to provide for right to act by written consent. Shareholder Against For  
           
5 Shareholder proposal for annual disclosure of EEO-1 data. Shareholder Against For  

 

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Investment Company Report

 

KEYSIGHT TECHNOLOGIES, INC.
Security 49338L103 Meeting Type Annual
Ticker Symbol KEYS Meeting Date 22-Mar-2018
ISIN US49338L1035 Agenda 934725574 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1.1 Election of Director: Ronald S. Nersesian Management For For  
           
1.2 Election of Director: Charles J. Dockendorff Management For For  
           
1.3 Election of Director: Robert A. Rango Management For For  
           
2. To approve the Amendment and Restatement of the 2014 Equity and Incentive Compensation Plan. Management For For  
           
3. To ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Keysight’s independent public accounting firm. Management For For  
           
4. To approve, on an advisory basis, the compensation of Keysight’s named executive officers. Management For For  

 

Page 16 of 7430-Jun-2018

 

 

Investment Company Report

 

BROADCOM LIMITED
Security Y09827109 Meeting Type Special
Ticker Symbol AVGO Meeting Date 23-Mar-2018
ISIN SG9999014823 Agenda 934741148 - Management

 

Item Proposal Proposed
by
Vote For/Against Management  
           
1. To approve the scheme of arrangement under Singapore law among Broadcom, the shareholders of Broadcom and Broadcom Limited, a Delaware corporation, subject to approval of the High Court of the Republic of Singapore, as set forth in Broadcom’s notice of, and proxy statement relating to, its Special Meeting. Management For For  

 

Page 17 of 7430-Jun-2018

 

 

Investment Company Report

 

QUALCOMM INCORPORATED
Security 747525103 Meeting Type Contested-Annual
Ticker Symbol QCOM Meeting Date 23-Mar-2018
ISIN US7475251036 Agenda 934718632 - Opposition

 

Item Proposal Proposed
by
Vote For/Against Management  
           
1. DIRECTOR Management      
           
  1 Samih Elhage   For For  
           
  2 Raul J. Fernandez   For For  
           
  3 Michael S. Geltzeiler   For For  
           
  4 Stephen J. Girsky   For For  
           
  5 David G. Golden   For For  
           
  6 Veronica M. Hagen   For For  
           
  7 Julie A. Hill   For For  
           
  8 John H. Kispert   For For  
           
  9 Gregorio Reyes   For For  
           
  10 Thomas S. Volpe   For For  
           
  11 Harry L. You   For For  
           
2. To approve Broadcom’s proposal to amend Qualcomm’s Bylaws to undo any amendment to the Bylaws adopted without stockholder approval up to and including the date of the Annual Meeting that changes the Bylaws in any way from the version that was publicly filed with the Securities and Exchange Commission on July 15, 2016. Management Against Against  
           
3. To ratify the selection of PricewaterhouseCoopers LLP as Qualcomm’s independent public accountants for the fiscal year ending September 30, 2018 Management For For  
           
4. To approve, on a advisory basis, compensation paid to Qualcomm’s named executive officers. Management For    
           
5. To approve an amendment to Qualcomm’s 2001 Employee Stock Purchase Plan. Management For    
           
6. To approve an amendment to Qualcomm’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to eliminate certain supermajority provisions relating to removal of directors Management For For  
           
7. To approve an amendment to the Certificate of Incorporation to eliminate certain Supermajority provisions relating to amendments and obsolete provisions. Management For For  
           
8. To approve an amendment to the certificate of incorporation to eliminate provisions requiring a supermajority vote for certain transactions with interested stockholders. Management For For  

 

Page 18 of 7430-Jun-2018

 

 

Investment Company Report

 

QUALCOMM INCORPORATED
Security 747525103 Meeting Type Contested-Annual
Ticker Symbol QCOM Meeting Date 23-Mar-2018
ISIN US7475251036 Agenda 934719329 - Management

 

Item Proposal Proposed
by
Vote For/Against Management  
           
1 DIRECTOR Management      
           
  1 Barbara T. Alexander   Withheld Against  
           
  2 Jeffrey W. Henderson   Withheld Against  
           
  3 Thomas W. Horton   Withheld Against  
           
  4 Paul E. Jacobs   Withheld Against  
           
  5 Ann M. Livermore   Withheld Against  
           
  6 Harish Manwani   Withheld Against  
           
  7 Mark D. McLaughlin   Withheld Against  
           
  8 Steve Mollenkopf   Withheld Against  
           
  9 Clark T. Randt, Jr.   Withheld Against  
           
  10 Francisco Ros   Withheld Against  
           
  11 Anthony J. Vinciquerra   Withheld Against  
           
2 To ratify the selection of PricewaterhouseCoopers LLP as our independent public accountants. Management Against Against  
           
3 To approve, on an advisory basis, our executive compensation. Management Against Against  
           
4 To approve an amendment to the Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan, as amended, to increase the share reserve by 30,000,000 shares. Management Against Against  
           
5 To approve an amendment to the Company’s Restated Certificate of Incorporation, as amended, to eliminate certain supermajority voting provisions relating to removal of directors. Management Against Against  
           
6 To approve an amendment to the Company’s Restated Certificate of Incorporation, as amended, to eliminate certain supermajority voting provisions relating to amendments and obsolete provisions. Management Against Against  
           
7 To approve an amendment to the Company’s Restated Certificate of Incorporation, as amended, to eliminate provisions requiring a supermajority vote for certain transactions with interested stockholders. Management Against Against  
           
8 To vote on a stockholder proposal to undo amendments to the Company’s Amended and Restated Bylaws adopted without stockholder approval. Shareholder For Against  

 

Page 19 of 7430-Jun-2018

 

 

Investment Company Report

 

QUALCOMM INCORPORATED
Security 747525103 Meeting Type Contested-Annual
Ticker Symbol QCOM Meeting Date 23-Mar-2018
ISIN US7475251036 Agenda 934728188 - Opposition

 

Item Proposal Proposed
by
Vote For/Against Management  
           
1 DIRECTOR Management      
           
  1 Samih Elhage   For For  
           
  2 David G. Golden   For For  
           
  3 Veronica M. Hagen   For For  
           
  4 Julie A. Hill   For For  
           
  5 John H. Kispert   For For  
           
  6 Harry L. You   For For  
           
2 To approve Broadcom’s proposal to amend Qualcomm’s Bylaws to undo any amendment to the Bylaws adopted without stockholder approval up to and including the date of the Annual Meeting that changes the Bylaws in any way from the version that was publicly filed with the Securities and Exchange Commission on July 15, 2016. Management For For  
           
3 To ratify the selection of PricewaterhouseCoopers LLP as Qualcomm’s independent public accountants for the fiscal year ending September 30, 2018 Management For For  
           
4 To approve, on a advisory basis, compensation paid to Qualcomm’s named executive officers. Management Abstain    
           
5 To approve an amendment to Qualcomm’s 2001 Employee Stock Purchase Plan. Management Abstain    
           
6 To approve an amendment to Qualcomm’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to eliminate certain supermajority provisions relating to removal of directors Management For For  
           
7 To approve an amendment to the Certificate of Incorporation to eliminate certain Supermajority provisions relating to amendments and obsolete provisions. Management For For  
           
8 To approve an amendment to the Certificate of Incorporation to eliminate provisions requiring a supermajority vote for certain transactions with interested stockholders. Management For For  

 

Page 20 of 7430-Jun-2018

 

 

Investment Company Report

 

BROADCOM LIMITED
Security Y09827109 Meeting Type Annual
Ticker Symbol AVGO Meeting Date 04-Apr-2018
ISIN SG9999014823 Agenda 934729370 - Management

 

Item Proposal Proposed by Vote For/Against Management  
           
1A. Election of Director: Mr. Hock E. Tan Management For For  
           
1B. Election of Director: Mr. James V. Diller Management For For  
           
1C. Election of Director: Ms. Gayla J. Delly Management For For  
           
1D. Election of Director: Mr. Lewis C. Eggebrecht Management For For  
           
1E. Election of Director: Mr. Kenneth Y. Hao Management For For  
           
1F. Election of Director: Mr. Eddy W. Hartenstein Management For For  
           
1G. Election of Director: Mr. Check Kian Low Management For For  
           
1H. Election of Director: Mr. Donald Macleod Management For For  
           
1I. Election of Director: Mr. Peter J. Marks Management For For  
           
1J. Election of Director: Dr. Henry Samueli Management For For  
           
2. To approve the re-appointment of PricewaterhouseCoopers LLP as Broadcom’s independent registered public accounting firm and independent Singapore auditor for the fiscal year ending November 4, 2018 and to authorize the Audit Committee to fix its remuneration, as set forth in Broadcom’s notice of, and proxy statement relating to, its 2018 Annual General Meeting. Management For For  
           
3. To approve the general authorization for the directors of Broadcom to allot and issue shares in its capital, as set forth in Broadcom’s notice of, and proxy statement relating to, its 2018 Annual General Meeting. Management For For  
           
4. NON-BINDING, ADVISORY VOTE To approve the compensation of Broadcom’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and in the compensation tables and accompanying narrative disclosure under “Executive Compensation” in Broadcom’s proxy statement relating to its 2018 Annual General Meeting. Management For For  

 

Page 21 of 7430-Jun-2018

 

 

Investment Company Report

 

THE GOODYEAR TIRE & RUBBER COMPANY
Security 382550101 Meeting Type Annual
Ticker Symbol GT Meeting Date 09-Apr-2018
ISIN US3825501014 Agenda 934737769 - Management

 

Item Proposal Proposed
by
Vote For/Against Management  
           
1a) Election of Director: James A. Firestone Management For For  
           
1b) Election of Director: Werner Geissler Management For For  
           
1c) Election of Director: Peter S. Hellman Management For For  
           
1d) Election of Director: Laurette T. Koellner Management For For  
           
1e) Election of Director: Richard J. Kramer Management For For  
           
1f) Election of Director: W. Alan McCollough Management For For  
           
1g) Election of Director: John E. McGlade Management For For  
           
1h) Election of Director: Michael J. Morell Management For For  
           
1i) Election of Director: Roderick A. Palmore Management For For  
           
1j) Election of Director: Stephanie A. Streeter Management For For  
           
1k) Election of Director: Thomas H. Weidemeyer Management For For  
           
1l) Election of Director: Michael R. Wessel Management For For  
           
2. Advisory vote to approve executive compensation. Management For For  
           
3. Ratification of appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm. Management For For  

 

Page 22 of 7430-Jun-2018

 

 

Investment Company Report

 

M&T BANK CORPORATION
Security 55261F104 Meeting Type Annual
Ticker Symbol MTB Meeting Date 17-Apr-2018
ISIN US55261F1049 Agenda 934739270 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1. DIRECTOR Management      
           
  1 Brent D. Baird   For For  
             
  2 C. Angela Bontempo   For For  
             
  3 Robert T. Brady   For For  
             
  4 T.J. Cunningham III   For For  
             
  5 Gary N. Geisel   For For  
             
  6 Richard S. Gold   For For  
             
  7 Richard A. Grossi   For For  
             
  8 John D. Hawke, Jr.   For For  
             
  9 Rene F. Jones   For For  
             
  10 Richard H. Ledgett, Jr.   For For  
             
  11 Newton P.S. Merrill   For For  
             
  12 Melinda R. Rich   For For  
             
  13 Robert E. Sadler, Jr.   For For  
             
  14 Denis J. Salamone   For For  
             
  15 John R. Scannell   For For  
             
  16 David S. Scharfstein   For For  
             
  17 Herbert L. Washington   For For  
             
2. TO APPROVE THE COMPENSATION OF M&T BANK CORPORATION’S NAMED EXECUTIVE OFFICERS. Management For For  
           
3. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2018. Management For For  

 

Page 23 of 7430-Jul-2018

 

 

Investment Company Report

 

ASML HOLDINGS N.V.
Security N07059210 Meeting Type Annual
Ticker Symbol ASML Meeting Date 25-Apr-2018
ISIN USN070592100 Agenda 934746655 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
4b Proposal to adopt the financial statements of the Company for the financial year 2017, as prepared in accordance with Dutch law Management For For  
           
4d Proposal to adopt a dividend of EUR 1.40 per ordinary share Management For For  
           
5a Proposal to discharge the members of the Board of Management from liability for their responsibilities in the financial year 2017 Management For For  
           
5b Proposal to discharge the members of the Supervisory Board from liability for their responsibilities in the financial year 2017 Management For For  
           
6 Proposal to approve the number of shares for the Board of Management Management For For  
           
8a Proposal to reappoint Mr. J.M.C. (Hans) Stork as member of the Supervisory Board Management For For  
           
8b Proposal to appoint Ms. T.L. (Terri) Kelly as member of the Supervisory Board Management For For  
           
9 Proposal to appoint KPMG Accountants N.V. as external auditor for the reporting year 2019 Management For For  
           
10a Authorization to issue ordinary shares or grant rights to subscribe for ordinary shares up to 5% for general purposes Management For For  
           
10b Authorization of the Board of Management to restrict or exclude pre-emption rights in connection with agenda item 10a. Management For For  
           
10c Authorization to issue ordinary shares or grant rights to subscribe for ordinary shares up to 5% in connection with or on the occasion of mergers, acquisitions and/or (strategic) alliances Management For For  
           
10d Authorization of the Board of Management to restrict or exclude pre-emption rights in connection with agenda item 10c. Management For For  
           
11a Authorization to repurchase ordinary shares up to 10% of the issued share capital Management For For  
           
11b Authorization to repurchase additional ordinary shares up to 10% of the issued share capital Management For For  
           
12 Proposal to cancel ordinary shares Management For For  

 

Page 24 of 7430-Jul-2018

 

 

Investment Company Report

 

ASML HOLDINGS N.V.
Security N07059210 Meeting Type Annual
Ticker Symbol ASML Meeting Date 25-Apr-2018
ISIN USN070592100 Agenda 934770783 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
4b Proposal to adopt the financial statements of the Company for the financial year 2017, as prepared in accordance with Dutch law Management For For  
           
4d Proposal to adopt a dividend of EUR 1.40 per ordinary share Management For For  
           
5a Proposal to discharge the members of the Board of Management from liability for their responsibilities in the financial year 2017 Management For For  
           
5b Proposal to discharge the members of the Supervisory Board from liability for their responsibilities in the financial year 2017 Management For For  
           
6 Proposal to approve the number of shares for the Board of Management Management For For  
           
8a Proposal to reappoint Mr. J.M.C. (Hans) Stork as member of the Supervisory Board Management For For  
           
8b Proposal to appoint Ms. T.L. (Terri) Kelly as member of the Supervisory Board Management For For  
           
9 Proposal to appoint KPMG Accountants N.V. as external auditor for the reporting year 2019 Management For For  
           
10a Authorization to issue ordinary shares or grant rights to subscribe for ordinary shares up to 5% for general purposes Management For For  
           
10b Authorization of the Board of Management to restrict or exclude pre-emption rights in connection with agenda item 10a. Management For For  
           
10c Authorization to issue ordinary shares or grant rights to subscribe for ordinary shares up to 5% in connection with or on the occasion of mergers, acquisitions and/or (strategic) alliances Management For For  
           
10d Authorization of the Board of Management to restrict or exclude pre-emption rights in connection with agenda item 10c. Management For For  
           
11a Authorization to repurchase ordinary shares up to 10% of the issued share capital Management For For  
           
11b Authorization to repurchase additional ordinary shares up to 10% of the issued share capital Management For For  
           
12 Proposal to cancel ordinary shares Management For For  

 

Page 25 of 7430-Jul-2018

 

 

Investment Company Report

 

CHARTER COMMUNICATIONS, INC.
Security 16119P108 Meeting Type Annual
Ticker Symbol CHTR Meeting Date 25-Apr-2018
ISIN US16119P1084 Agenda 934740843 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: W. Lance Conn Management For For  
           
1b. Election of Director: Kim C. Goodman Management For For  
           
1c. Election of Director: Craig A. Jacobson Management For For  
           
1d. Election of Director: Gregory B. Maffei Management For For  
           
1e. Election of Director: John C. Malone Management For For  
           
1f. Election of Director: John D. Markley, Jr. Management For For  
           
1g. Election of Director: David C. Merritt Management For For  
           
1h. Election of Director: Steven A. Miron Management For For  
           
1i. Election of Director: Balan Nair Management For For  
           
1j. Election of Director: Michael A. Newhouse Management For For  
           
1k. Election of Director: Mauricio Ramos Management For For  
           
1l. Election of Director: Thomas M. Rutledge Management For For  
           
1m. Election of Director: Eric L. Zinterhofer Management For For  
           
2. The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2018 Management For For  
           
3. Stockholder proposal regarding proxy access Shareholder Against For  
           
4. Stockholder proposal regarding lobbying activities Shareholder Against For  
           
5. Stockholder proposal regarding vesting of equity awards Shareholder Against For  
           
6. Stockholder proposal regarding our Chairman of the Board and CEO roles Shareholder Against For  

 

Page 26 of 7430-Jul-2018

 

 

Investment Company Report

 

EATON CORPORATION PLC
Security G29183103 Meeting Type Annual
Ticker Symbol ETN Meeting Date 25-Apr-2018
ISIN IE00B8KQN827 Agenda 934739080 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Craig Arnold Management For For  
           
1b. Election of Director: Todd M. Bluedorn Management For For  
           
1c. Election of Director: Christopher M. Connor Management For For  
           
1d. Election of Director: Michael J. Critelli Management For For  
           
1e. Election of Director: Richard H. Fearon Management For For  
           
1f. Election of Director: Charles E. Golden Management For For  
           
1g. Election of Director: Arthur E. Johnson Management For For  
           
1h. Election of Director: Deborah L. McCoy Management For For  
           
1i. Election of Director: Gregory R. Page Management For For  
           
1j. Election of Director: Sandra Pianalto Management For For  
           
1k. Election of Director: Gerald B. Smith Management For For  
           
1l. Election of Director: Dorothy C. Thompson Management For For  
           
2. Approving the appointment of Ernst & Young LLP as independent auditor for 2018 and authorizing the Audit Committee of the Board of Directors to set its remuneration. Management For For  
           
3. Advisory approval of the Company’s executive compensation. Management For For  
           
4. Approving a proposal to grant the Board authority to issue shares. Management For For  
           
5. Approving a proposal to grant the Board authority to opt out of pre-emption rights. Management For For  
           
6. Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Company shares. Management For For  

 

Page 27 of 7430-Jul-2018

 

 

Investment Company Report

 

GENERAL ELECTRIC COMPANY
Security 369604103 Meeting Type Annual
Ticker Symbol GE Meeting Date 25-Apr-2018
ISIN US3696041033 Agenda 934737707 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
A1 Election of Director: Sebastien M. Bazin Management For For  
           
A2 Election of Director: W. Geoffrey Beattie Management For For  
           
A3 Election of Director: John J. Brennan Management For For  
           
A4 Election of Director: H. Lawrence Culp, Jr. Management For For  
           
A5 Election of Director: Francisco D’Souza Management For For  
           
A6 Election of Director: John L. Flannery Management For For  
           
A7 Election of Director: Edward P. Garden Management For For  
           
A8 Election of Director: Thomas W. Horton Management For For  
           
A9 Election of Director: Risa Lavizzo-Mourey Management For For  
           
A10 Election of Director: James J. Mulva Management For For  
           
A11 Election of Director: Leslie F. Seidman Management For For  
           
A12 Election of Director: James S. Tisch Management For For  
           
B1 Advisory Approval of Our Named Executives’ Compensation Management For For  
           
B2 Approval of the GE International Employee Stock Purchase Plan Management For For  
           
B3 Ratification of KPMG as Independent Auditor for 2018 Management For For  
           
C1 Require the Chairman of the Board to be Independent Shareholder Against For  
           
C2 Adopt Cumulative Voting for Director Elections Shareholder Against For  
           
C3 Deduct Impact of Stock Buybacks from Executive Pay Shareholder Against For  
           
C4 Issue Report on Political Lobbying and Contributions Shareholder Against For  
           
C5 Issue Report on Stock Buybacks Shareholder Against For  
           
C6 Permit Shareholder Action by Written Consent Shareholder Against For  

 

Page 28 of 7430-Jul-2018

 

 

Investment Company Report

 

PFIZER INC.
Security 717081103 Meeting Type Annual
Ticker Symbol PFE Meeting Date 26-Apr-2018
ISIN US7170811035 Agenda 934739256 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Dennis A. Ausiello Management For For  
           
1b. Election of Director: Ronald E. Blaylock Management For For  
           
1c. Election of Director: Albert Bourla Management For For  
           
1d. Election of Director: W. Don Cornwell Management For For  
           
1e. Election of Director: Joseph J. Echevarria Management For For  
           
1f. Election of Director: Helen H. Hobbs Management For For  
           
1g. Election of Director: James M. Kilts Management For For  
           
1h. Election of Director: Dan R. Littman Management For For  
           
1i. Election of Director: Shantanu Narayen Management For For  
           
1j. Election of Director: Suzanne Nora Johnson Management For For  
           
1k. Election of Director: Ian C. Read Management For For  
           
1l. Election of Director: James C. Smith Management For For  
           
2. Ratify the selection of KPMG LLP as independent registered public accounting firm for 2018 Management For For  
           
3. 2018 Advisory approval of executive compensation Management For For  
           
4. Approval of the Pfizer Inc. French Sub-Plan under the 2014 Stock Plan Management For For  
           
5. Shareholder proposal regarding right to act by written consent Shareholder Against For  
           
6. Shareholder proposal regarding independent chair policy Shareholder Against For  
           
7. Shareholder proposal regarding report on lobbying activities Shareholder Against For  

 

Page 29 of 7430-Jul-2018

 

 

Investment Company Report

 

UNITED TECHNOLOGIES CORPORATION
Security 913017109 Meeting Type Annual
Ticker Symbol UTX Meeting Date 30-Apr-2018
ISIN US9130171096 Agenda 934741605 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Lloyd J. Austin III Management For For  
           
1b. Election of Director: Diane M. Bryant Management For For  
           
1c. Election of Director: John V. Faraci Management For For  
           
1d. Election of Director: Jean-Pierre Garnier Management For For  
           
1e. Election of Director: Gregory J. Hayes Management For For  
           
1f. Election of Director: Ellen J. Kullman Management For For  
           
1g. Election of Director: Marshall O. Larsen Management For For  
           
1h. Election of Director: Harold W. McGraw III Management For For  
           
1i. Election of Director: Margaret L. O’Sullivan Management For For  
           
1j. Election of Director: Fredric G. Reynolds Management For For  
           
1k. Election of Director: Brian C. Rogers Management For For  
           
1l. Election of Director: Christine Todd Whitman Management For For  
           
2. Advisory Vote to Approve Executive Compensation. Management For For  
           
3. Approve the UTC 2018 Long-Term Incentive Plan. Management For For  
           
4. Appoint PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2018. Management For For  
           
5. Approve an Amendment to the Restated Certificate of Incorporation to Eliminate Supermajority Voting for Certain Business Combinations. Management For For  
           
6. Shareowner Proposal: Reduce Threshold to Call Special Meetings from 25% to 10%. Shareholder Against For  

 

Page 30 of 7430-Jul-2018

 

 

Investment Company Report

 

AXIS CAPITAL HOLDINGS LIMITED
Security G0692U109 Meeting Type Annual
Ticker Symbol AXS Meeting Date 02-May-2018
ISIN BMG0692U1099 Agenda 934758092 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1. DIRECTOR Management      
             
  1 Michael A. Butt   For For  
             
  2 Charles A. Davis   For For  
             
2. To approve, by non-binding vote, the compensation paid to our named executive officers. Management For For  
           
3. To appoint Deloitte Ltd., Hamilton, Bermuda, to act as the independent registered public accounting firm of AXIS Capital Holdings Limited for the fiscal year ending December 31, 2018 and to authorize the Board, acting through the Audit Committee, to set the fees for the independent registered public accounting firm. Management For For  

 

Page 31 of 7430-Jul-2018

 

 

Investment Company Report

 

PEPSICO, INC.
Security 713448108 Meeting Type Annual
Ticker Symbol PEP Meeting Date 02-May-2018
ISIN US7134481081 Agenda 934743041 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Shona L. Brown Management For For  
           
1b. Election of Director: George W. Buckley Management For For  
           
1c. Election of Director: Cesar Conde Management For For  
           
1d. Election of Director: Ian M. Cook Management For For  
           
1e. Election of Director: Dina Dublon Management For For  
           
1f. Election of Director: Richard W. Fisher Management For For  
           
1g. Election of Director: William R. Johnson Management For For  
           
1h. Election of Director: Indra K. Nooyi Management For For  
           
1i. Election of Director: David C. Page Management For For  
           
1j. Election of Director: Robert C. Pohlad Management For For  
           
1k. Election of Director: Daniel Vasella Management For For  
           
1l. Election of Director: Darren Walker Management For For  
           
1m. Election of Director: Alberto Weisser Management For For  
           
2. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2018. Management For For  
           
3. Advisory approval of the Company’s executive compensation. Management For For  
           
4. Special shareowner meeting improvement. Shareholder Against For  

 

Page 32 of 7430-Jul-2018

 

 

Investment Company Report

 

BERKSHIRE HATHAWAY INC.
Security 084670108 Meeting Type Annual
Ticker Symbol BRKA Meeting Date 05-May-2018
ISIN US0846701086 Agenda 934745641 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1. DIRECTOR Management      
           
  1 Warren E. Buffett   For For  
             
  2 Charles T. Munger   For For  
             
  3 Gregory E. Abel   For For  
             
  4 Howard G. Buffett   For For  
             
  5 Stephen B. Burke   For For  
             
  6 Susan L. Decker   For For  
             
  7 William H. Gates III   For For  
             
  8 David S. Gottesman   For For  
             
  9 Charlotte Guyman   For For  
             
  10 Ajit Jain   For For  
             
  11 Thomas S. Murphy   For For  
             
  12 Ronald L. Olson   For For  
             
  13 Walter Scott, Jr.   For For  
             
  14 Meryl B. Witmer   For For  
             
2. Shareholder proposal regarding methane gas emissions. Shareholder Against For  
           
3. Shareholder proposal regarding adoption of a policy to encourage Berkshire subsidiaries to issue annual sustainability reports. Shareholder Against For  

 

Page 33 of 7430-Jul-2018

 

 

Investment Company Report

 

AMERICAN EXPRESS COMPANY
Security 025816109 Meeting Type Annual
Ticker Symbol AXP Meeting Date 07-May-2018
ISIN US0258161092 Agenda 934753256 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Charlene Barshefsky Management For For  
           
1b. Election of Director: John J. Brennan Management For For  
           
1c. Election of Director: Peter Chernin Management For For  
           
1d. Election of Director: Ralph de la Vega Management For For  
           
1e. Election of Director: Anne L. Lauvergeon Management For For  
           
1f. Election of Director: Michael O. Leavitt Management For For  
           
1g. Election of Director: Theodore J. Leonsis Management For For  
           
1h. Election of Director: Richard C. Levin Management For For  
           
1i. Election of Director: Samuel J. Palmisano Management For For  
           
1j. Election of Director: Stephen J. Squeri Management For For  
           
1k. Election of Director: Daniel L. Vasella Management For For  
           
1l. Election of Director: Ronald A. Williams Management For For  
           
1m. Election of Director: Christopher D. Young Management For For  
           
2. Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2018. Management For For  
           
3. Approval, on an advisory basis, of the Company’s executive compensation. Management For For  
           
4. Shareholder proposal relating to action by written consent. Shareholder Against For  
           
5. Shareholder proposal relating to independent board chairman. Shareholder Against For  

 

Page 34 of 7430-Jul-2018

 

 

Investment Company Report

 

GCI LIBERTY, INC.
Security 36164V305 Meeting Type Special
Ticker Symbol GLIBA Meeting Date 07-May-2018
ISIN US36164V3050 Agenda 934771278 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1. Approve the Agreement and Plan of Merger by and between GCI Liberty, Inc. and GCI Merger Sub, Inc., pursuant to which GCI Liberty, Inc. will merge with and into GCI Merger Sub, Inc., with GCI Merger Sub, Inc. (which shall be renamed GCI Liberty, Inc.) continuing as the surviving corporation and existing under the laws of the State of Delaware. Management For For  
           
2. A proposal to authorize the adjournment of the special meeting by GCI liberty, inc. to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the other proposal to be presented at the special meeting. Management For For  

 

Page 35 of 7430-Jul-2018

 

 

Investment Company Report

 

ARCH CAPITAL GROUP LTD.
Security G0450A105 Meeting Type Annual
Ticker Symbol ACGL Meeting Date 09-May-2018
ISIN BMG0450A1053 Agenda 934754450 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a To elect the nominees listed as Class II Directors of the Company for a term of three years: Eric W. Doppstadt Management For For  
           
1b To elect the nominees listed as Class II Directors of the Company for a term of three years: Laurie S. Goodman Management For For  
           
1c To elect the nominees listed as Class II Directors of the Company for a term of three years: Constantine Iordanou Management For For  
           
1d To elect the nominees listed as Class II Directors of the Company for a term of three years: John M. Pasquesi Management For For  
           
2 Advisory vote to approve named executive officer compensation. Management For For  
           
3 To appoint PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018. Management For For  
           
4 Approve the Arch Capital Group Ltd. 2018 Long-Term Incentive and Share Award Plan. Management For For  
           
5 Approve a three-for-one common share split. Management For For  
           
6a To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Robert Appleby Management For For  
           
6b To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Anthony Asquith Management For For  
           
6c To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Stephen Bashford Management For For  
           
6d To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Dennis R. Brand Management For For  
           
6e To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Ian Britchfield Management For For  
           
6f To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Pierre-Andre Camps Management For For  
           
6g To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Chung Foo Choy Management For For  
           
6h To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Paul Cole Management For For  

 

Page 36 of 7430-Jul-2018

 

 

Investment Company Report

 

6i To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Graham B.R. Collis Management For For  
           
6j To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Michael Constantinides Management For For  
           
6k To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Stephen J. Curley Management For For  
           
6l To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Nick Denniston Management For For  
           
6m To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Christopher A. Edwards Management For For  
           
6n To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Seamus Fearon Management For For  
           
6o To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Michael Feetham Management For For  
           
6p To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Beau H. Franklin Management For For  
           
6q To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Giuliano Giovannetti Management For For  
           
6r To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Michael Hammer Management For For  
           
6s To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: W. Preston Hutchings Management For For  
           
6t To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Constantine Iordanou Management For For  
           
6u To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Jason Kittinger Management For For  
           
6v To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Gerald Konig Management For For  
           
6w To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Jean-Philippe Latour Management For For  
           
6x To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Lino Leoni Management For For  

 

Page 37 of 7430-Jul-2018

 

 

Investment Company Report

 

6y To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Mark D. Lyons Management For For  
           
6z To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Patrick Mailloux Management For For  
           
6aa To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Paul Martin Management For For  
           
6ab To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Robert McDowell Management For For  
           
6ac To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: David H. McElroy Management For For  
           
6ad To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Francois Morin Management For For  
           
6ae To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: David J. Mulholland Management For For  
           
6af To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Mark Nolan Management For For  
           
6ag To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Nicolas Papadopoulo Management For For  
           
6ah To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Michael Price Management For For  
           
6ai To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Elisabeth Quinn Management For For  
           
6aj To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Maamoun Rajeh Management For For  
           
6ak To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Andrew T. Rippert Management For For  
           
6al To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Arthur Scace Management For For  
           
6am To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Soren Scheuer Management For For  
           
6an To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Matthew Shulman Management For For  

 

Page 38 of 7430-Jul-2018

 

 

Investment Company Report

 

6ao To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: William A. Soares Management For For  
           
6ap To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Patrick Storey Management For For  
           
6aq To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Hugh Sturgess Management For For  
           
6ar To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Ross Totten Management For For  
           
6as To elect the nominees listed as Designated Company Directors so that they may be elected directors of certain of our non-U.S. subsidiaries: Gerald Wolfe Management For For  

 

Page 39 of 7430-Jul-2018

 

 

Investment Company Report

 

GILEAD SCIENCES, INC.
Security 375558103 Meeting Type Annual
Ticker Symbol GILD Meeting Date 09-May-2018
ISIN US3755581036 Agenda 934752925 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: John F. Cogan, Ph.D. Management For For  
           
1b. Election of Director: Jacqueline K. Barton, Ph.D. Management For For  
           
1c. Election of Director: Kelly A. Kramer Management For For  
           
1d. Election of Director: Kevin E. Lofton Management For For  
           
1e. Election of Director: John C. Martin, Ph.D. Management For For  
           
1f. Election of Director: John F. Milligan, Ph.D. Management For For  
           
1g. Election of Director: Richard J. Whitley, M.D. Management For For  
           
1h. Election of Director: Gayle E. Wilson Management For For  
           
1i. Election of Director: Per Wold-Olsen Management For For  
           
2. To ratify the selection of Ernst & Young LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of Gilead for the fiscal year ending December 31, 2018. Management For For  
           
3. To approve, on an advisory basis, the compensation of our Named Executive Officers as presented in the Proxy Statement. Management For For  
           
4. To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board adopt a policy that the Chairman of the Board of Directors be an independent director. Shareholder Against For  
           
5. To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board take steps to permit stockholder action by written consent. Shareholder Against For  

 

Page 40 of 7430-Jul-2018

 

 

Investment Company Report

 

PHILLIPS 66
Security 718546104 Meeting Type Annual
Ticker Symbol PSX Meeting Date 09-May-2018
ISIN US7185461040 Agenda 934744067 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of director: J. Brian Ferguson Management For For  
           
1b. Election of director: Harold W. McGraw III Management For For  
           
1c. Election of director: Victoria J. Tschinkel Management For For  
           
2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2018. Management For For  
           
3. To consider and vote on a proposal to approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers. Management For For  
           
4. To consider and vote on a proposal to amend the Certificate of Incorporation to declassify the Board of Directors over the next three years. Management For For  

 

Page 41 of 7430-Jul-2018

 

 

Investment Company Report

 

DISCOVERY, INC.
Security 25470F104 Meeting Type Annual
Ticker Symbol DISCA Meeting Date 10-May-2018
ISIN US25470F1049 Agenda 934756822 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1. DIRECTOR Management      
           
  1 Robert R. Beck   For For  
             
  2 Susan M. Swain   For For  
             
  3 J. David Wargo   For For  
             
2. Ratification of the appointment of PricewaterhouseCoopers LLP as Discovery, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2018. Management For For  
           
3. To approve certain amendments to the Discovery Communications, Inc. 2013 Incentive Plan adopted by the Board of Directors on February 22, 2018. Management For For  
           
4. To vote on a stockholder proposal requesting the Board of Directors to adopt a policy that the initial list of candidates from which new management-supported director nominees are chosen shall include qualified women and minority candidates. Shareholder Against For  

 

Page 42 of 7430-Jul-2018

 

 

Investment Company Report

 

FORD MOTOR COMPANY
Security 345370860 Meeting Type Annual
Ticker Symbol F Meeting Date 10-May-2018
ISIN US3453708600 Agenda 934753028 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Stephen G. Butler Management For For  
           
1b. Election of Director: Kimberly A. Casiano Management For For  
           
1c. Election of Director: Anthony F. Earley, Jr. Management For For  
           
1d. Election of Director: Edsel B. Ford II Management For For  
           
1e. Election of Director: William Clay Ford, Jr. Management For For  
           
1f. Election of Director: James P. Hackett Management For For  
           
1g. Election of Director: William W. Helman IV Management For For  
           
1h. Election of Director: William E. Kennard Management For For  
           
1i. Election of Director: John C. Lechleiter Management For For  
           
1j. Election of Director: Ellen R. Marram Management For For  
           
1k. Election of Director: John L. Thornton Management For For  
           
1l. Election of Director: John B. Veihmeyer Management For For  
           
1m. Election of Director: Lynn M. Vojvodich Management For For  
           
1n. Election of Director: John S. Weinberg Management For For  
           
2. Ratification of Independent Registered Public Accounting Firm. Management For For  
           
3. Say-on-Pay - An Advisory Vote to Approve the Compensation of the Named Executives. Management For For  
           
4. Approval of the 2018 Long-Term Incentive Plan. Management For For  
           
5. Relating to Consideration of a Recapitalization Plan to Provide That All of the Company’s Outstanding Stock Have One Vote Per Share. Management Against For  
           
6. Relating to Disclosure of the Company’s Lobbying Activities and Expenditures. Shareholder Against For  
           
7. Relating to Report on CAFE Standards. Shareholder Against For  
           
8. Relating to Disclosure of the Company’s Political Activities and Expenditures. Shareholder Against For  

 

Page 43 of 7430-Jul-2018

 

 

Investment Company Report

 

HELIX ENERGY SOLUTIONS GROUP, INC.
Security 42330P107 Meeting Type Annual
Ticker Symbol HLX Meeting Date 10-May-2018
ISIN US42330P1075 Agenda 934750818 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1. DIRECTOR Management      
           
  1 Owen Kratz   For For  
             
  2 James A. Watt   For For  
             
2. Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year 2018. Management For For  
           
3. Approval, on a non-binding advisory basis, of the 2017 compensation of our named executive officers. Management For For  

 

Page 44 of 7430-Jul-2018

 

 

Investment Company Report

 

REPUBLIC SERVICES, INC.
Security 760759100 Meeting Type Annual
Ticker Symbol RSG Meeting Date 11-May-2018
ISIN US7607591002 Agenda 934752127 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Manuel Kadre Management For For  
           
1b. Election of Director: Tomago Collins Management For For  
           
1c. Election of Director: Thomas W. Handley Management For For  
           
1d. Election of Director: Jennifer M. Kirk Management For For  
           
1e. Election of Director: Michael Larson Management For For  
           
1f. Election of Director: Kim S. Pegula Management For For  
           
1g. Election of Director: Ramon A. Rodriguez Management For For  
           
1h. Election of Director: Donald W. Slager Management For For  
           
1i. Election of Director: John M. Trani Management For For  
           
1j. Election of Director: Sandra M. Volpe Management For For  
           
2. Advisory vote to approve our named executive officer compensation. Management For For  
           
3. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018. Management For For  
           
4. Approve the Republic Services, Inc. 2018 Employee Stock Purchase Plan. Management For For  
           
5. Shareholder proposal regarding political contributions and expenditures. Shareholder Against For  

 

Page 45 of 7430-Jul-2018

 

 

Investment Company Report

 

ANADARKO PETROLEUM CORPORATION
Security 032511107 Meeting Type Annual
Ticker Symbol APC Meeting Date 15-May-2018
ISIN US0325111070 Agenda 934763055 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Anthony R. Chase Management For For  
           
1b. Election of Director: David E. Constable Management For For  
           
1c. Election of Director: H. Paulett Eberhart Management For For  
           
1d. Election of Director: Claire S. Farley Management For For  
           
1e. Election of Director: Peter J. Fluor Management For For  
           
1f. Election of Director: Joseph W. Gorder Management For For  
           
1g. Election of Director: John R. Gordon Management For For  
           
1h. Election of Director: Sean Gourley Management For For  
           
1i. Election of Director: Mark C. McKinley Management For For  
           
1j. Election of Director: Eric D. Mullins Management For For  
           
1k. Election of Director: R.A. Walker Management For For  
           
2. Ratification of Appointment of KPMG LLP as Independent Auditor. Management For For  
           
3. Advisory Vote to Approve Named Executive Officer Compensation. Management For For  
           
4. Stockholder proposal - Climate Change Risk Analysis. Shareholder Against For  

 

Page 46 of 7430-Jul-2018

 

 

Investment Company Report

 

JPMORGAN CHASE & CO.
Security 46625H100 Meeting Type Annual
Ticker Symbol JPM Meeting Date 15-May-2018
ISIN US46625H1005 Agenda 934764463 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Linda B. Bammann Management For For  
           
1b. Election of Director: James A. Bell Management For For  
           
1c. Election of Director: Stephen B. Burke Management For For  
           
1d. Election of Director: Todd A. Combs Management For For  
           
1e. Election of Director: James S. Crown Management For For  
           
1f. Election of Director: James Dimon Management For For  
           
1g. Election of Director: Timothy P. Flynn Management For For  
           
1h. Election of Director: Mellody Hobson Management For For  
           
1i. Election of Director: Laban P. Jackson Jr. Management For For  
           
1j. Election of Director: Michael A. Neal Management For For  
           
1k. Election of Director: Lee R. Raymond Management For For  
           
1l. Election of Director: William C. Weldon Management For For  
           
2. Ratification of special meeting provisions in the Firm’s By- Laws Management For For  
           
3. Advisory resolution to approve executive compensation Management For For  
           
4. Approval of Amended and Restated Long-Term Incentive Plan effective May 15, 2018 Management For For  
           
5. Ratification of independent registered public accounting firm Management For For  
           
6. Independent Board chairman Shareholder Against For  
           
7. Vesting for government service Shareholder Against For  
           
8. Proposal to report on investments tied to genocide Shareholder Against For  
           
9. Cumulative Voting Shareholder Against For  

 

Page 47 of 7430-Jul-2018

 

 

Investment Company Report

 

CAMECO CORPORATION
Security 13321L108 Meeting Type Annual
Ticker Symbol CCJ Meeting Date 16-May-2018
ISIN CA13321L1085 Agenda 934769665 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
A DIRECTOR Management      
           
  1 IAN BRUCE   For For  
             
  2 DANIEL CAMUS   For For  
             
  3 JOHN CLAPPISON   For For  
             
  4 DONALD DERANGER   For For  
             
  5 CATHERINE GIGNAC   For For  
             
  6 TIM GITZEL   For For  
             
  7 JIM GOWANS   For For  
             
  8 KATHRYN JACKSON   For For  
             
  9 DON KAYNE   For For  
             
  10 ANNE MCLELLAN   For For  
             
B APPOINT KPMG LLP AS AUDITORS Management For For  
           
C BE IT RESOLVED THAT, ON AN ADVISORY BASIS AND NOT TO DIMINISH THE ROLE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS FOR EXECUTIVE COMPENSATION, THE SHAREHOLDERS ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN CAMECO’S MANAGEMENT PROXY CIRCULAR DELIVERED IN ADVANCE OF THE 2018 ANNUAL MEETING OF SHAREHOLDERS. Management For For  
           
D YOU DECLARE THAT THE SHARES REPRESENTED BY THIS VOTING INSTRUCTION FORM ARE HELD, BENEFICIALLY OWNED OR CONTROLLED, EITHER DIRECTLY OR INDIRECTLY, BY A RESIDENT OF CANADA AS DEFINED BELOW. IF THE SHARES ARE HELD IN THE NAMES OF TWO OR MORE PEOPLE, YOU DECLARE THAT ALL OF THESE PEOPLE ARE RESIDENTS OF CANADA. NOTE: “FOR” = YES, “ABSTAIN” = NO “AGAINST” WILL BE TREATED AS NOT MARKED Management Against    

 

Page 48 of 7430-Jul-2018

 

 

Investment Company Report

 

EVEREST RE GROUP, LTD.
Security G3223R108 Meeting Type Annual
Ticker Symbol RE Meeting Date 16-May-2018
ISIN BMG3223R1088 Agenda 934785152 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1.1 Election of Director: Dominic J. Addesso Management For For  
           
1.2 Election of Director: John J. Amore Management For For  
           
1.3 Election of Director: William F. Galtney, Jr. Management For For  
           
1.4 Election of Director: John A. Graf Management For For  
           
1.5 Election of Director: Gerri Losquadro Management For For  
           
1.6 Election of Director: Roger M. Singer Management For For  
           
1.7 Election of Director: Joseph V. Taranto Management For For  
           
1.8 Election of Director: John A. Weber Management For For  
           
2. To appoint PricewaterhouseCoopers LLP as the Company’s registered public accounting firm to act as the Company’s auditor for the year ending December 31, 2018 and authorize the Board of Directors, acting by the Audit Committee, to set the fees for the registered public accounting firm. Management For For  
           
3. Advisory vote to approve 2017 executive compensation. Management For For  

 

Page 49 of 7430-Jul-2018

 

 

Investment Company Report

 

HALLIBURTON COMPANY
Security 406216101 Meeting Type Annual
Ticker Symbol HAL Meeting Date 16-May-2018
ISIN US4062161017 Agenda 934760871 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Abdulaziz F. Al Khayyal Management For For  
           
1b. Election of Director: William E. Albrecht Management For For  
           
1c. Election of Director: Alan M. Bennett Management For For  
           
1d. Election of Director: James R. Boyd Management For For  
           
1e. Election of Director: Milton Carroll Management For For  
           
1f. Election of Director: Nance K. Dicciani Management For For  
           
1g. Election of Director: Murry S. Gerber Management For For  
           
1h. Election of Director: Jose C. Grubisich Management For For  
           
1i. Election of Director: David J. Lesar Management For For  
           
1j. Election of Director: Robert A. Malone Management For For  
           
1k. Election of Director: Jeffrey A. Miller Management For For  
           
1l. Election of Director: Debra L. Reed Management For For  
           
2. Ratification of Selection of Principal Independent Public Accountants. Management For For  
           
3. Advisory Approval of Executive Compensation. Management For For  

 

Page 50 of 7430-Jul-2018

 

 

Investment Company Report

 

PIONEER NATURAL RESOURCES COMPANY
Security 723787107 Meeting Type Annual
Ticker Symbol PXD Meeting Date 17-May-2018
ISIN US7237871071 Agenda 934765249 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1A Election of Director: Edison C. Buchanan Management For For  
           
1B Election of Director: Andrew F. Cates Management For For  
           
1C Election of Director: Timothy L. Dove Management For For  
           
1D Election of Director: Phillip A. Gobe Management For For  
           
1E Election of Director: Larry R. Grillot Management For For  
           
1F Election of Director: Stacy P. Methvin Management For For  
           
1G Election of Director: Royce W. Mitchell Management For For  
           
1H Election of Director: Frank A. Risch Management For For  
           
1I Election of Director: Scott D. Sheffield Management For For  
           
1J Election of Director: Mona K. Sutphen Management For For  
           
1K Election of Director: J. Kenneth Thompson Management For For  
           
1L Election of Director: Phoebe A. Wood Management For For  
           
1M Election of Director: Michael D. Wortley Management For For  
           
2 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018 Management For For  
           
3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION Management For For  

 

Page 51 of 7430-Jul-2018

 

 

Investment Company Report

 

MACYS INC.
Security 55616P104 Meeting Type Annual
Ticker Symbol M Meeting Date 18-May-2018
ISIN US55616P1049 Agenda 934770149 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Francis S. Blake Management For For  
           
1b. Election of Director: John A. Bryant Management For For  
           
1c. Election of Director: Deirdre P. Connelly Management For For  
           
1d. Election of Director: Jeff Gennette Management For For  
           
1e. Election of Director: Leslie D. Hale Management For For  
           
1f. Election of Director: William H. Lenehan Management For For  
           
1g. Election of Director: Sara Levinson Management For For  
           
1h. Election of Director: Joyce M. Roche Management For For  
           
1i. Election of Director: Paul C. Varga Management For For  
           
1j. Election of Director: Marna C. Whittington Management For For  
           
2. Ratification of the appointment of KPMG LLP as Macys independent registered public accounting firm for the fiscal year ending February 2, 2019. Management For For  
           
3. Advisory vote to approve named executive officer compensation. Management For For  
           
4. Approval of the 2018 Equity and Incentive Compensation Plan. Management For For  

 

Page 52 of 7430-Jul-2018

 

 

Investment Company Report

 

ENSCO PLC
Security G3157S106 Meeting Type Annual
Ticker Symbol ESV Meeting Date 21-May-2018
ISIN GB00B4VLR192 Agenda 934772446 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: J. Roderick Clark Management For For  
           
1b. Election of Director: Roxanne J. Decyk Management For For  
           
1c. Election of Director: Mary E. Francis CBE Management For For  
           
1d. Election of Director: C. Christopher Gaut Management For For  
           
1e. Election of Director: Jack E. Golden Management For For  
           
1f. Election of Director: Gerald W. Haddock Management For For  
           
1g. Election of Director: Francis S. Kalman Management For For  
           
1h. Election of Director: Keith O. Rattie Management For For  
           
1i. Election of Director: Paul E. Rowsey, III Management For For  
           
1j. Election of Director: Carl G. Trowell Management For For  
           
1k. Election of Director: Phil D. Wedemeyer Management For For  
           
2. To ratify the Audit Committees appointment of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the year ending 31 December 2018. Management For For  
           
3. To appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the U.K. Companies Act 2006 (to hold office from the conclusion of the Annual General Meeting of Shareholders until the conclusion of the next Annual General Meeting of Shareholders at which accounts are laid before the Company). Management For For  
           
4. To authorise the Audit Committee to determine our U.K. statutory auditorsremuneration. Management For For  
           
5. To approve the Ensco plc 2018 Long-Term Incentive Plan. Management For For  
           
6. A non-binding advisory vote to approve the DirectorsRemuneration Report for the year ended 31 December 2017 (excluding the DirectorsRemuneration Policy). Management For For  
           
7. A non-binding advisory vote to approve the compensation of our named executive officers. Management For For  
           
8. A non-binding advisory vote to approve the reports of the auditors and the directors and the U.K. statutory accounts for the year ended 31 December 2017. Management For For  

 

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Investment Company Report

 

9. To (i) approve the terms of one or more agreements providing for the purchase by the Company of up to 65.0 million shares for up to a maximum of $500 million in aggregate from one or more financial intermediaries and (ii) authorise the Company to make off-market purchases of shares pursuant to such agreements, the full text of which can be found in Resolution 9of the accompanying proxy statement. Management For For  
           
10. To authorise the Board of Directors to allot shares, the full text of which can be found in Resolution 10of the accompanying proxy statement. Management For For  
           
11. To approve the general disapplication of pre-emption rights, the full text of which can be found in Resolution 11of the accompanying proxy statement. Management For For  
           
12. To approve the disapplication of pre-emption rights in connection with an acquisition or specified capital investment, the full text of which can be found in Resolution 12of the accompanying proxy statement. Management For For  

 

Page 54 of 7430-Jul-2018

 

 

Investment Company Report

 

MERCK & CO., INC.
Security 58933Y105 Meeting Type Annual
Ticker Symbol MRK Meeting Date 22-May-2018
ISIN US58933Y1055 Agenda 934774262 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Leslie A. Brun Management For For  
           
1b. Election of Director: Thomas R. Cech Management For For  
           
1c. Election of Director: Pamela J. Craig Management For For  
           
1d. Election of Director: Kenneth C. Frazier Management For For  
           
1e. Election of Director: Thomas H. Glocer Management For For  
           
1f. Election of Director: Rochelle B. Lazarus Management For For  
           
1g. Election of Director: John H. Noseworthy Management For For  
           
1h. Election of Director: Paul B. Rothman Management For For  
           
1i. Election of Director: Patricia F. Russo Management For For  
           
1j. Election of Director: Craig B. Thompson Management For For  
           
1k. Election of Director: Inge G. Thulin Management For For  
           
1l. Election of Director: Wendell P. Weeks Management For For  
           
1m. Election of Director: Peter C. Wendell Management For For  
           
2. Non-binding advisory vote to approve the compensation of our named executive officers. Management For For  
           
3. Ratification of the appointment of the Companys independent registered public accounting firm for 2018. Management For For  
           
4. Shareholder proposal concerning shareholdersright to act by written consent. Shareholder Against For  

 

Page 55 of 7430-Jul-2018

 

 

Investment Company Report

 

NOW INC.
Security 67011P100 Meeting Type Annual
Ticker Symbol DNOW Meeting Date 23-May-2018
ISIN US67011P1003 Agenda 934789388 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1A. Election of Director: Terry Bonno Management For For  
           
1B. Election of Director: Galen Cobb Management For For  
           
1C. Election of Director: James Crandell Management For For  
           
2.

Ratification of Appointment of Ernst & Young LLP as Independent Auditors for 2018.

Management For For  
           
3.

Approval of Compensation of our Named Executive Officers.

Management For For  

 

Page 56 of 7430-Jul-2018

 

 

Investment Company Report

 

NELNET, INC.
Security 64031N108 Meeting Type Annual
Ticker Symbol NNI Meeting Date 24-May-2018
ISIN US64031N1081 Agenda 934782714 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Class I Director: Michael S. Dunlap Management For For  
           
1b. Nominee Removed Management For For  
           
1c. Election of Class I Director: Michael D. Reardon Management For For  
           
2. Ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for 2018. Management For For  
           
3. Advisory approval of the Companys executive compensation. Management For For  
           
4. Approval of an amendment to the Directors Stock Compensation Plan to increase the authorized number of shares of Class A common stock that may be issued under the plan from a total of 400,000 shares to a total of 500,000 shares, subject to an annual per-director limit. Management For For  
           
5a. Amend and Restate the Companys Articles of Incorporation: Update the limitation on liability provisions for directors to conform to the provisions of the new Nebraska Model Business Corporation Act. Management For For  
           
5b. Amend and Restate the Companys Articles of Incorporation: Update the indemnification provisions for directors, officers, and others to conform to the provisions of the new Nebraska Model Business Corporation Act. Management For For  
           
5c. Amend and Restate the Companys Articles of Incorporation: Increase the percentage of votes required to be held by shareholders in order to demand a special meeting of shareholders under the new Nebraska Model Business Corporation Act. Management For For  
           
5d. Amend and Restate the Companys Articles of Incorporation: Make certain non-substantive updates and revisions to reflect the new Nebraska Model Business Corporation Act, eliminate provisions that are no longer necessary or are outdated, and to provide additional clarity and/or address minor matters. Management For For  

 

Page 57 of 7430-Jul-2018

 

 

Investment Company Report

 

VBI VACCINES INC.
Security 91822J103 Meeting Type Annual
Ticker Symbol VBIV Meeting Date 24-May-2018
ISIN CA91822J1030 Agenda 934793642 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1 To set the number of Directors at seven (7). Management For For  
           
2 DIRECTOR Management      
           
  1 Jeff R. Baxter   For For  
             
  2 Steven Gillis   For For  
             
  3 Michel De Wilde   For For  
             
  4 Adam Logal   For For  
             
  5 Tomer Kariv   For For  
             
  6 Scott Requadt   For For  
             
  7 Steven D. Rubin   For For  
             
3 Appointment of EisnerAmper LLP as the independent registered public accounting firm of the Company for the ensuing year and authorizing the audit committee of the board of directors to fix its remuneration. Management For For  

 

Page 58 of 7430-Jul-2018

 

 

Investment Company Report

 

AMAZON.COM, INC.
Security 023135106 Meeting Type Annual
Ticker Symbol AMZN Meeting Date 30-May-2018
ISIN US0231351067 Agenda 934793224 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Jeffrey P. Bezos Management For For  
           
1b. Election of Director: Tom A. Alberg Management For For  
           
1c. Election of Director: Jamie S. Gorelick Management For For  
           
1d. Election of Director: Daniel P. Huttenlocher Management For For  
           
1e. Election of Director: Judith A. McGrath Management For For  
           
1f. Election of Director: Jonathan J. Rubinstein Management For For  
           
1g. Election of Director: Thomas O. Ryder Management For For  
           
1h. Election of Director: Patricia Q. Stonesifer Management For For  
           
1i. Election of Director: Wendell P. Weeks Management For For  
           
2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS Management For For  
           
3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Management For For  
           
4. SHAREHOLDER PROPOSAL REGARDING DIVERSE BOARD CANDIDATES Shareholder Against For  
           
5. SHAREHOLDER PROPOSAL REGARDING A POLICY TO REQUIRE AN INDEPENDENT BOARD CHAIR Shareholder Against For  
           
6. SHAREHOLDER PROPOSAL REGARDING VOTE- COUNTING PRACTICES FOR SHAREHOLDER PROPOSALS Shareholder Against For  

 

Page 59 of 7430-Jul-2018

 

 

Investment Company Report

 

EBAY INC.
Security 278642103 Meeting Type Annual
Ticker Symbol EBAY Meeting Date 30-May-2018
ISIN US2786421030 Agenda 934791573 - Management

 

Item Proposal

Proposed

by

Vote

For/Against

Management

 
           
1a. Election of Director: Fred D. Anderson Jr. Management For For  
           
1b. Election of Director: Anthony J. Bates Management For For  
           
1c. Election of Director: Adriane M. Brown Management For For  
           
1d. Election of Director: Diana Farrell Management For For  
           
1e. Election of Director: Logan D. Green Management For For  
           
1f. Election of Director: Bonnie S. Hammer Management For For  
           
1g. Election of Director: Kathleen C. Mitic Management For For  
           
1h. Election of Director: Pierre M. Omidyar Management For For  
           
1i. Election of Director: Paul S. Pressler Management For For  
           
1j. Election of Director: Robert H. Swan Management For For  
           
1k. Election of Director: Thomas J. Tierney Management For For  
           
1l. Election of Director: Perry M. Traquina Management For For  
           
1m. Election of Director: Devin N. Wenig Management For For  
           
2. Advisory vote to approve named executive officer compensation. Management For For  
           
3. Ratification of appointment of independent auditors. Management For For  
           
4. Ratification of Special Meeting Provisions. Management For For  

 

Page 60 of 7430-Jul-2018

 

 

Investment Company Report

 

WALMART INC.
Security 931142103 Meeting Type Annual
Ticker Symbol WMT Meeting Date 30-May-2018
ISIN US9311421039 Agenda 934793072 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Stephen J. Easterbrook Management For For  
           
1b. Election of Director: Timothy P. Flynn Management For For  
           
1c. Election of Director: Sarah J. Friar Management For For  
           
1d. Election of Director: Carla A. Harris Management For For  
           
1e. Election of Director: Thomas W. Horton Management For For  
           
1f. Election of Director: Marissa A. Mayer Management For For  
           
1g. Election of Director: C. Douglas McMillon Management For For  
           
1h. Election of Director: Gregory B. Penner Management For For  
           
1i. Election of Director: Steven S Reinemund Management For For  
           
1j. Election of Director: S. Robson Walton Management For For  
           
1k. Election of Director: Steuart L. Walton Management For For  
           
2. Advisory Vote to Approve Named Executive Officer Compensation Management For For  
           
3. Ratification of Ernst & Young LLP as Independent Accountants Management For For  
           
4. Request to Adopt an Independent Chair Policy Shareholder Against For  
           
5. Request for Report on Racial or Ethnic Pay Gaps Shareholder Against For  

 

Page 61 of 7430-Jul-2018

 

 

Investment Company Report

 

FACEBOOK, INC.
Security 30303M102 Meeting Type Annual
Ticker Symbol FB Meeting Date 31-May-2018
ISIN US30303M1027 Agenda 934793034 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1. DIRECTOR Management      
             
  1 Marc L. Andreessen   For For  
             
  2 Erskine B. Bowles   For For  
             
  3 Kenneth I. Chenault   For For  
             
  4 S. D. Desmond-Hellmann   For For  
             
  5 Reed Hastings   For For  
             
  6 Jan Koum   For For  
             
  7 Sheryl K. Sandberg   For For  
             
  8 Peter A. Thiel   For For  
             
  9 Mark Zuckerberg   For For  
             
2.

To ratify the appointment of Ernst & Young LLP as Facebook, Inc.s independent registered public accounting firm for the fiscal year ending December 31, 2018.

Management For For  
           
3.

A stockholder proposal regarding change in stockholder voting.

Shareholder For Against  
           
4. A stockholder proposal regarding a risk oversight committee. Shareholder For Against  
           
5. A stockholder proposal regarding simple majority vote. Shareholder Against For  
           
6. A stockholder proposal regarding a content governance report. Shareholder For Against  
           
7. A stockholder proposal regarding median pay by gender. Shareholder Against For  
           
8. A stockholder proposal regarding tax principles. Shareholder Against For  

 

Page 62 of 7430-Jul-2018

 

 

Investment Company Report

 

INTERDIGITAL, INC.
Security 45867G101 Meeting Type Annual
Ticker Symbol IDCC Meeting Date 31-May-2018
ISIN US45867G1013 Agenda 934785594 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Jeffrey K. Belk Management For For  
           
1b. Election of Director: Joan H. Gillman Management For For  
           
1c. Election of Director: S. Douglas Hutcheson Management For For  
           
1d. Election of Director: John A. Kritzmacher Management For For  
           
1e. Election of Director: John D. Markley, Jr. Management For For  
           
1f. Election of Director: William J. Merritt Management For For  
           
1g. Election of Director: Kai O. Oistamo Management For For  
           
1h. Election of Director: Jean F. Rankin Management For For  
           
1i. Election of Director: Philip P. Trahanas Management For For  
           
2. Advisory resolution to approve executive compensation. Management For For  
           
3. Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm of InterDigital, Inc. for the year ending December 31, 2018. Management For For  

 

Page 63 of 7430-Jul-2018

 

 

Investment Company Report

 

THE TJX COMPANIES, INC.
Security 872540109 Meeting Type Annual
Ticker Symbol TJX Meeting Date 05-Jun-2018
ISIN US8725401090 Agenda 934805752 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Zein Abdalla Management For For  
           
1b. Election of Director: Alan M. Bennett Management For For  
           
1c. Election of Director: David T. Ching Management For For  
           
1d. Election of Director: Ernie Herrman Management For For  
           
1e. Election of Director: Michael F. Hines Management For For  
           
1f. Election of Director: Amy B. Lane Management For For  
           
1g. Election of Director: Carol Meyrowitz Management For For  
           
1h. Election of Director: Jackwyn L. Nemerov Management For For  
           
1i. Election of Director: John F. O’Brien Management For For  
           
1j. Election of Director: Willow B. Shire Management For For  
           
2. Ratification of appointment of PricewaterhouseCoopers as TJX’s independent registered public accounting firm for fiscal 2019 Management For For  
           
3. Advisory approval of TJX’s executive compensation (the say-on- pay vote) Management For For  
           
4. Shareholder proposal for a report on compensation disparities based on race, gender, or ethnicity Shareholder Against For  
           
5. Shareholder proposal for amending TJX’s clawback policy Shareholder Against For  
           
6. Shareholder proposal for a supply chain policy on prison labor Shareholder Against For  

 

Page 64 of 7430-Jul-2018

 

 

Investment Company Report

 

SINCLAIR BROADCAST GROUP, INC.
Security 829226109 Meeting Type Annual
Ticker Symbol SBGI Meeting Date 07-Jun-2018
ISIN US8292261091 Agenda 934798351 - Management
               
Item Proposal Proposed
by
Vote For/Against
Management
 
             
1. DIRECTOR Management      
               
    1 David D. Smith   For For  
               
    2 Frederick G. Smith   For For  
               
    3 J. Duncan Smith   For For  
               
    4 Robert E. Smith   For For  
               
    5 Howard E. Friedman   For For  
               
    6 Lawrence E. McCanna   For For  
               
    7 Daniel C. Keith   For For  
               
    8 Martin R. Leader   For For  
           
2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for the year ending December 31, 2018. Management For For  

 

Page 65 of 7430-Jul-2018

 

 

Investment Company Report

 

METLIFE, INC.
Security 59156R108 Meeting Type Annual
Ticker Symbol MET Meeting Date 12-Jun-2018
ISIN US59156R1086 Agenda 934799923 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of Director: Cheryl W. Grise Management For For  
           
1b. Election of Director: Carlos M. Gutierrez Management For For  
           
1c. Election of Director: Gerald L. Hassell Management For For  
           
1d. Election of Director: David L. Herzog Management For For  
           
1e. Election of Director: R. Glenn Hubbard, Ph.D. Management For For  
           
1f. Election of Director: Steven A. Kandarian Management For For  
           
1g. Election of Director: Edward J. Kelly, III Management For For  
           
1h. Election of Director: William E. Kennard Management For For  
           
1i. Election of Director: James M. Kilts Management For For  
           
1j. Election of Director: Catherine R. Kinney Management For For  
           
1k. Election of Director: Denise M. Morrison Management For For  
           
2. Ratification of Appointment of Deloitte & Touche LLP as Independent Auditor for 2018 Management For For  
           
3. Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers Management For For  
           
4. Shareholder Proposal to Adopt a Policy that the Chairman of the Board be an Independent Director Shareholder Against For  

 

Page 66 of 7430-Jul-2018

 

 

Investment Company Report

 

CELGENE CORPORATION
Security 151020104 Meeting Type Annual
Ticker Symbol CELG Meeting Date 13-Jun-2018
ISIN US1510201049 Agenda 934805637 - Management
               
Item Proposal Proposed
by
Vote For/Against
Management
 
             
1. DIRECTOR Management      
               
    1 Mark J. Alles   For For  
               
    2 R W Barker, D.Phil, OBE   For For  
               
    3 Hans E. Bishop   For For  
               
    4 Michael W. Bonney   For For  
               
    5 Michael D. Casey   For For  
               
    6 Carrie S. Cox   For For  
               
    7 Michael A. Friedman, MD   For For  
               
    8 Julia A. Haller, M.D.   For For  
               
    9 P. A. Hemingway Hall   For For  
               
    10 James J. Loughlin   For For  
               
    11 Ernest Mario, Ph.D.   For For  
               
    12 John H. Weiland   For For  
           
2. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. Management For For  
           
3. Approval, by non-binding vote, of executive compensation of the Company’s named executive officers. Management For For  
           
4. Advisory vote on stockholder proposal to request the Company’s Board of Directors to amend the Company’s proxy access by-law provision to eliminate the limit on the number of stockholders that can aggregate their shares to achieve the holding requirement for nomination of directors, described in more detail in the proxy statement. Shareholder Against For  
           
5. Advisory vote on stockholder proposal to request the Company’s Board of Directors to adopt a policy and amend the Company’s governing documents to require that the Chairman of the Board be an independent member, described in more detail in the proxy statement. Shareholder Against For  

 

Page 67 of 7430-Jul-2018

 

 

Investment Company Report

 

PARATEK PHARMACEUTICALS, INC.
Security 699374302 Meeting Type Annual
Ticker Symbol PRTK Meeting Date 14-Jun-2018
ISIN US6993743029 Agenda 934805459 - Management
               
Item Proposal Proposed
by
Vote For/Against
Management
 
               
1. DIRECTOR Management      
               
    1 Rolf K. Hoffmann   For For  
               
    2 Kristine Peterson   For For  
               
    3 Jeffrey Stein, Ph.D.   For For  
           
2. To consider and approve the Paratek Pharmaceuticals, Inc. Employee Stock Purchase Plan. Management For For  
           
3. To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2018. Management For For  

 

Page 68 of 7430-Jul-2018

 

 

Investment Company Report

 

INTRA-CELLULAR THERAPIES INC
Security 46116X101 Meeting Type Annual
Ticker Symbol ITCI Meeting Date 18-Jun-2018
ISIN US46116X1019 Agenda 934813379 - Management
               
Item Proposal Proposed
by
Vote For/Against
Management
 
               
1. DIRECTOR Management      
               
    1 Christopher Alafi, Ph.D   For For  
               
    2 Joel S. Marcus   For For  
               
2. To approve the Intra-Cellular Therapies, Inc. 2018 Equity Incentive Plan. Management For For  
               
3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. Management For For  
               
4. To approve by an advisory vote the compensation of our named executive officers, as disclosed in the proxy statement. Management For For  

 

Page 69 of 7430-Jul-2018

 

 

Investment Company Report

 

LIBERTY EXPEDIA HOLDINGS, INC.
Security 53046P109 Meeting Type Annual
Ticker Symbol LEXEA Meeting Date 19-Jun-2018
ISIN US53046P1093 Agenda 934812618 - Management
               
Item Proposal Proposed
by
Vote For/Against
Management
 
           
1. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018. Management For For  
           
2. DIRECTOR Management      
               
    1 John C. Malone   For For  
               
    2 Stephen M. Brett   For For  
               
    3 Gregg L. Engles   For For  
               
    4 Scott W. Schoelzel   For For  
               
    5 Christopher W. Shean   For For  

 

Page 70 of 7430-Jul-2018

 

 

Investment Company Report

 

UNIVERSAL DISPLAY CORPORATION
Security 91347P105 Meeting Type Annual
Ticker Symbol OLED Meeting Date 21-Jun-2018
ISIN US91347P1057 Agenda 934804534 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Election of director: Steven V. Abramson Management For For  
           
1b. Election of director: Richard C. Elias Management For For  
           
1c. Election of director: Elizabeth H. Gemmill Management For For  
           
1d. Election of director: Rosemarie B. Greco Management For For  
           
1e. Election of director: C. Keith Hartley Management For For  
           
1f. Election of director: Lawrence Lacerte Management For For  
           
1g. Election of director: Sidney D. Rosenblatt Management For For  
           
1h. Election of director: Sherwin I. Seligsohn Management For For  
           
2. Advisory resolution to approve compensation of the Company’s named executive officers. Management For For  
           
3. Approval of an Amendment to the Company’s Amended and Restated Articles of Incorporation to increase the Company’s authorized shares of Capital Stock. Management For For  
           
4. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2018. Management For For  

 

Page 71 of 7430-Jul-2018

 

 

Investment Company Report

 

AON PLC
Security G0408V102 Meeting Type Annual
Ticker Symbol AON Meeting Date 22-Jun-2018
ISIN GB00B5BT0K07 Agenda 934819624 - Management

 

Item Proposal Proposed
by
Vote For/Against
Management
 
           
1a. Re-election of Director: Lester B. Knight Management For For  
           
1b. Re-election of Director: Gregory C. Case Management For For  
           
1c. Re-election of Director: Jin-Yong Cai Management For For  
           
1d. Re-election of Director: Jeffrey C. Campbell Management For For  
           
1e. Re-election of Director: Fulvio Conti Management For For  
           
1f. Re-election of Director: Cheryl A. Francis Management For For  
           
1g. Re-election of Director: J. Michael Losh Management For For  
           
1h. Re-election of Director: Richard B. Myers Management For For  
           
1i. Re-election of Director: Richard C. Notebaert Management For For  
           
1j. Re-election of Director: Gloria Santona Management For For  
           
1k. Re-election of Director: Carolyn Y. Woo Management For For  
           
2. Advisory vote to approve executive compensation. Management For For  
           
3. Advisory vote to approve the directors’ remuneration report. Management For For  
           
4. Receipt of Aon’s annual report and accounts, together with the reports of the directors and auditors, for the year ended December 31, 2017. Management For For  
           
5. Ratification of the appointment of Ernst & Young LLP as Aon’s Independent Registered Public Accounting Firm. Management For For  
           
6. Re-appointment of Ernst & Young LLP as Aon’s U.K. statutory auditor under the Companies Act of 2006. Management For For  
           
7. Authorization of the Board of Directors to determine the remuneration of Aon’s U.K. statutory auditor. Management For For  
           
8. Approval of forms of share repurchase contracts and repurchase counterparties. Management For For  
           
9. Authorize the Board of Directors to exercise all powers of Aon to allot shares. Management For For  
           
10. Authorize the Board of Directors to allot equity securities for cash without rights of preemption. Management For For  
           
11. Authorize Aon and its subsidiaries to make political donations or expenditures. Management For For  

 

Page 72 of 7430-Jul-2018

 

 

Investment Company Report

 

KINDRED BIOSCIENCES, INC.
Security 494577109 Meeting Type Annual
Ticker Symbol KIN Meeting Date 22-Jun-2018
ISIN US4945771099 Agenda 934810474 - Management

 

Item Proposal

Proposed

by

Vote For/Against
Management
 
           
1a. Election of Director: Raymond Townsend, Pharm.D. Management For For  
           
1b. Election of Director: Ervin Veszpremi Management For For  
           
2. To approve the Kindred Biosciences, Inc. 2018 Equity Incentive Plan. Management For For  
           
3. To approve an amendment to the Kindred Biosciences, Inc. 2014 Employee Stock Purchase Plan to increase the number of shares authorized for issuance by  300,000 shares. Management For For  
           
4. To ratify the appointment of KMJ Corbin & Company LLP as our independent registered public accounting firm for the year ending December 31, 2018. Management For For  

 

Page 73 of 7430-Jul-2018

 

 

Investment Company Report

 

GCI LIBERTY, INC.
Security 36164V305 Meeting Type Annual
Ticker Symbol GLIBA Meeting Date 25-Jun-2018
ISIN US36164V3050 Agenda 934834551 - Management
               
Item Proposal Proposed
by
Vote For/Against
Management
 
             
1. DIRECTOR Management      
               
    1 John C. Malone   For For  
               
    2 Gregory B. Maffei   For For  
               
    3 Ronald A. Duncan   For For  
               
    4 Gregg L. Engles   For For  
               
    5 Donne F. Fisher   For For  
               
    6 Richard R. Green   For For  
               
    7 Sue Ann Hamilton   For For  
           
2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018. Management For For  
           
3. A proposal to adopt the GCI Liberty, Inc. 2018 Omnibus Incentive Plan. Management For For  

 

Page 74 of 7430-Jul-2018

 

 

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) General American Investors Company, Inc.

 

By (Signature and Title)   /s/ Jeffrey W. Priest
  Jeffrey W. Priest
  President and Chief Executive Officer

 

Date: August 2, 2018