SEC Form N-PX filed by Eaton Vance Tax-Managed Buy-Write Income Fund Eaton Vance Tax-

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N-PX 1 BRD2K3_0001308927_2023.txt BRD2K3_0001308927_2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY INVESTMENT COMPANY ACT FILE NUMBER: 811-21676 NAME OF REGISTRANT: Eaton Vance Tax-Managed Buy-Write Income Fund ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: Two International Place Boston, MA 02110 NAME AND ADDRESS OF AGENT FOR SERVICE: Deidre E. Walsh, Esq. Two International Place Boston, MA 02110 REGISTRANT'S TELEPHONE NUMBER: 617-482-8260 DATE OF FISCAL YEAR END: 12/31 DATE OF REPORTING PERIOD: 07/01/2022 - 06/30/2023 Eaton Vance Tax-Managed Buy-Write Income Fund -------------------------------------------------------------------------------------------------------------------------- 3M COMPANY Agenda Number: 935791550 -------------------------------------------------------------------------------------------------------------------------- Security: 88579Y101 Meeting Type: Annual Meeting Date: 09-May-2023 Ticker: MMM ISIN: US88579Y1010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a term of one Mgmt For For year: Thomas "Tony" K. Brown 1b. Election of Director for a term of one Mgmt For For year: Anne H. Chow 1c. Election of Director for a term of one Mgmt For For year: David B. Dillon 1d. Election of Director for a term of one Mgmt Against Against year: Michael L. Eskew 1e. Election of Director for a term of one Mgmt For For year: James R. Fitterling 1f. Election of Director for a term of one Mgmt For For year: Amy E. Hood 1g. Election of Director for a term of one Mgmt For For year: Suzan Kereere 1h. Election of Director for a term of one Mgmt For For year: Gregory R. Page 1i. Election of Director for a term of one Mgmt For For year: Pedro J. Pizarro 1j. Election of Director for a term of one Mgmt For For year: Michael F. Roman 2. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as 3M's independent registered public accounting firm. 3. Advisory approval of executive Mgmt Against Against compensation. 4. Advisory approval on the frequency of Mgmt 1 Year For advisory votes on executive compensation. -------------------------------------------------------------------------------------------------------------------------- ABBOTT LABORATORIES Agenda Number: 935777865 -------------------------------------------------------------------------------------------------------------------------- Security: 002824100 Meeting Type: Annual Meeting Date: 28-Apr-2023 Ticker: ABT ISIN: US0028241000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: R. J. Alpern Mgmt Against Against 1b. Election of Director: C. Babineaux-Fontenot Mgmt For For 1c. Election of Director: S. E. Blount Mgmt Against Against 1d. Election of Director: R. B. Ford Mgmt For For 1e. Election of Director: P. Gonzalez Mgmt For For 1f. Election of Director: M. A. Kumbier Mgmt For For 1g. Election of Director: D. W. McDew Mgmt For For 1h. Election of Director: N. McKinstry Mgmt Against Against 1i. Election of Director: M. G. O'Grady Mgmt For For 1j. Election of Director: M. F. Roman Mgmt For For 1k. Election of Director: D. J. Starks Mgmt For For 1l. Election of Director: J. G. Stratton Mgmt For For 2. Ratification of Ernst & Young LLP As Mgmt For For Auditors 3. Say on Pay - An Advisory Vote on the Mgmt For For Approval of Executive Compensation 4. Say When on Pay - An Advisory Vote on the Mgmt 1 Year For Approval of the Frequency of Shareholder Votes on Executive Compensation 5. Shareholder Proposal - Special Shareholder Shr Against For Meeting Threshold 6. Shareholder Proposal - Independent Board Shr For Against Chairman 7. Shareholder Proposal - Lobbying Disclosure Shr For Against 8. Shareholder Proposal - Incentive Shr For Against Compensation -------------------------------------------------------------------------------------------------------------------------- ABBVIE INC. Agenda Number: 935786484 -------------------------------------------------------------------------------------------------------------------------- Security: 00287Y109 Meeting Type: Annual Meeting Date: 05-May-2023 Ticker: ABBV ISIN: US00287Y1091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class II Director: Robert J. Mgmt Abstain Against Alpern 1b. Election of Class II Director: Melody B. Mgmt For For Meyer 1c. Election of Class II Director: Frederick H. Mgmt For For Waddell 2. Ratification of Ernst & Young LLP as Mgmt For For AbbVie's independent registered public accounting firm for 2023. 3. Say on Pay - An advisory vote on the Mgmt Against Against approval of executive compensation. 4. Approval of a management proposal regarding Mgmt For For amendment of the certificate of incorporation to eliminate supermajority voting. 5. Stockholder Proposal - to Implement Simple Shr For Against Majority Vote. 6. Stockholder Proposal - to Issue an Annual Shr For Against Report on Political Spending. 7. Stockholder Proposal - to Issue an Annual Shr For Against Report on Lobbying. 8. Stockholder Proposal - to Issue a Report on Shr For Against Patent Process. -------------------------------------------------------------------------------------------------------------------------- ACCENTURE PLC Agenda Number: 935750174 -------------------------------------------------------------------------------------------------------------------------- Security: G1151C101 Meeting Type: Annual Meeting Date: 01-Feb-2023 Ticker: ACN ISIN: IE00B4BNMY34 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Appointment of Director: Jaime Ardila Mgmt For For 1b. Appointment of Director: Nancy McKinstry Mgmt For For 1c. Appointment of Director: Beth E. Mooney Mgmt For For 1d. Appointment of Director: Gilles C. Pelisson Mgmt For For 1e. Appointment of Director: Paula A. Price Mgmt For For 1f. Appointment of Director: Venkata (Murthy) Mgmt For For Renduchintala 1g. Appointment of Director: Arun Sarin Mgmt For For 1h. Appointment of Director: Julie Sweet Mgmt For For 1i. Appointment of Director: Tracey T. Travis Mgmt For For 2. To approve, in a non-binding vote, the Mgmt Against Against compensation of our named executive officers. 3. To approve, in a non-binding vote, the Mgmt 1 Year For frequency of future non-binding votes to approve the compensation of our named executive officers. 4. To ratify, in a non-binding vote, the Mgmt For For appointment of KPMG LLP ("KPMG") as independent auditor of Accenture and to authorize, in a binding vote, the Audit Committee of the Board of Directors to determine KPMG's remuneration. 5. To grant the Board of Directors the Mgmt For For authority to issue shares under Irish law. 6. To grant the Board of Directors the Mgmt For For authority to opt-out of pre-emption rights under Irish law. 7. To determine the price range at which Mgmt For For Accenture can re-allot shares that it acquires as treasury shares under Irish law. -------------------------------------------------------------------------------------------------------------------------- ADOBE INC. Agenda Number: 935770126 -------------------------------------------------------------------------------------------------------------------------- Security: 00724F101 Meeting Type: Annual Meeting Date: 20-Apr-2023 Ticker: ADBE ISIN: US00724F1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve for a Mgmt For For one-year term: Amy Banse 1b. Election of Director to serve for a Mgmt For For one-year term: Brett Biggs 1c. Election of Director to serve for a Mgmt For For one-year term: Melanie Boulden 1d. Election of Director to serve for a Mgmt For For one-year term: Frank Calderoni 1e. Election of Director to serve for a Mgmt For For one-year term: Laura Desmond 1f. Election of Director to serve for a Mgmt For For one-year term: Shantanu Narayen 1g. Election of Director to serve for a Mgmt For For one-year term: Spencer Neumann 1h. Election of Director to serve for a Mgmt For For one-year term: Kathleen Oberg 1i. Election of Director to serve for a Mgmt For For one-year term: Dheeraj Pandey 1j. Election of Director to serve for a Mgmt For For one-year term: David Ricks 1k. Election of Director to serve for a Mgmt Against Against one-year term: Daniel Rosensweig 1l. Election of Director to serve for a Mgmt For For one-year term: John Warnock 2. Approve the 2019 Equity Incentive Plan, as Mgmt For For amended, to increase the available share reserve by 12,000,000 shares. 3. Ratify the appointment of KPMG LLP as our Mgmt For For independent registered public accounting firm for our fiscal year ending on December 1, 2023. 4. Approve, on an advisory basis, the Mgmt Against Against compensation of our named executive officers. 5. Approve, on an advisory basis, the Mgmt 1 Year For frequency of the advisory vote on executive compensation. 6. Stockholder Proposal - Report on Hiring of Shr For Against Persons with Arrest or Incarceration Records. -------------------------------------------------------------------------------------------------------------------------- ADVANCE AUTO PARTS, INC. Agenda Number: 935812354 -------------------------------------------------------------------------------------------------------------------------- Security: 00751Y106 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: AAP ISIN: US00751Y1064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Carla J. Bailo Mgmt For For 1b. Election of Director: John F. Ferraro Mgmt For For 1c. Election of Director: Thomas R. Greco Mgmt For For 1d. Election of Director: Joan M. Hilson Mgmt For For 1e. Election of Director: Jeffrey J. Jones II Mgmt For For 1f. Election of Director: Eugene I. Lee, Jr. Mgmt Against Against 1g. Election of Director: Douglas A. Pertz Mgmt For For 1h. Election of Director: Sherice R. Torres Mgmt For For 1i. Election of Director: Arthur L. Valdez, Jr. Mgmt For For 2. Approve our 2023 Omnibus Incentive Mgmt Against Against Compensation Plan. 3. Approve our 2023 Employee Stock Purchase Mgmt For For Plan. 4. Approve, by advisory vote, the compensation Mgmt For For of our named executive officers. 5. Approve, by advisory vote, the frequency of Mgmt 1 Year For voting on the compensation of our named executive officers. 6. Ratify the appointment of Deloitte & Touche Mgmt For For LLP (Deloitte) as our independent registered public accounting firm for 2023. 7. Vote on the stockholder proposal, if Shr For Against presented at the Annual Meeting, regarding requiring an independent Board Chair. -------------------------------------------------------------------------------------------------------------------------- ADVANCED MICRO DEVICES, INC. Agenda Number: 935797728 -------------------------------------------------------------------------------------------------------------------------- Security: 007903107 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: AMD ISIN: US0079031078 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Nora M. Denzel Mgmt For For 1b. Election of Director: Mark Durcan Mgmt For For 1c. Election of Director: Michael P. Gregoire Mgmt For For 1d. Election of Director: Joseph A. Householder Mgmt For For 1e. Election of Director: John W. Marren Mgmt For For 1f. Election of Director: Jon A. Olson Mgmt For For 1g. Election of Director: Lisa T. Su Mgmt For For 1h. Election of Director: Abhi Y. Talwalkar Mgmt For For 1i. Election of Director: Elizabeth W. Mgmt For For Vanderslice 2. Approve of the Advanced Micro Devices, Inc. Mgmt For For 2023 Equity Incentive Plan. 3. Ratify the appointment of Ernst & Young LLP Mgmt For For as our independent registered public accounting firm for the current fiscal year. 4. Advisory vote to approve the executive Mgmt For For compensation of our named executive officers. 5. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. -------------------------------------------------------------------------------------------------------------------------- ADVANSIX INC Agenda Number: 935847371 -------------------------------------------------------------------------------------------------------------------------- Security: 00773T101 Meeting Type: Annual Meeting Date: 15-Jun-2023 Ticker: ASIX ISIN: US00773T1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Erin N. Kane Mgmt For For 1b. Election of Director: Farha Aslam Mgmt For For 1c. Election of Director: Darrell K. Hughes Mgmt For For 1d. Election of Director: Todd D. Karran Mgmt For For 1e. Election of Director: Gena C. Lovett Mgmt For For 1f. Election of Director: Daniel F. Sansone Mgmt For For 1g. Election of Director: Sharon S. Spurlin Mgmt For For 1h. Election of Director: Patrick S. Williams Mgmt For For 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accountants for 2023. 3. An advisory vote to approve executive Mgmt For For compensation. 4. An advisory vote on the frequency of future Mgmt 1 Year For advisory votes to approve executive compensation. -------------------------------------------------------------------------------------------------------------------------- ALPHABET INC. Agenda Number: 935830946 -------------------------------------------------------------------------------------------------------------------------- Security: 02079K305 Meeting Type: Annual Meeting Date: 02-Jun-2023 Ticker: GOOGL ISIN: US02079K3059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Larry Page Mgmt Against Against 1b. Election of Director: Sergey Brin Mgmt Against Against 1c. Election of Director: Sundar Pichai Mgmt Against Against 1d. Election of Director: John L. Hennessy Mgmt Against Against 1e. Election of Director: Frances H. Arnold Mgmt Against Against 1f. Election of Director: R. Martin "Marty" Mgmt For For Chavez 1g. Election of Director: L. John Doerr Mgmt Against Against 1h. Election of Director: Roger W. Ferguson Jr. Mgmt For For 1i. Election of Director: Ann Mather Mgmt Against Against 1j. Election of Director: K. Ram Shriram Mgmt Against Against 1k. Election of Director: Robin L. Washington Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as Alphabet's independent registered public accounting firm for the fiscal year ending December 31, 2023 3. Approval of amendment and restatement of Mgmt Against Against Alphabet's Amended and Restated 2021 Stock Plan to increase the share reserve by 170,000,000 (post stock split) shares of Class C capital stock 4. Advisory vote to approve compensation Mgmt Against Against awarded to named executive officers 5. Advisory vote on the frequency of advisory Mgmt 1 Year Against votes to approve compensation awarded to named executive officers 6. Stockholder proposal regarding a lobbying Shr For Against report 7. Stockholder proposal regarding a congruency Shr Against For report 8. Stockholder proposal regarding a climate Shr For Against lobbying report 9. Stockholder proposal regarding a report on Shr For Against reproductive rights and data privacy 10. Stockholder proposal regarding a human Shr For Against rights assessment of data center siting 11. Stockholder proposal regarding a human Shr For Against rights assessment of targeted ad policies and practices 12. Stockholder proposal regarding algorithm Shr For Against disclosures 13. Stockholder proposal regarding a report on Shr For Against alignment of YouTube policies with legislation 14. Stockholder proposal regarding a content Shr Against For governance report 15. Stockholder proposal regarding a Shr For Against performance review of the Audit and Compliance Committee 16. Stockholder proposal regarding bylaws Shr Against For amendment 17. Stockholder proposal regarding "executives Shr For Against to retain significant stock" 18. Stockholder proposal regarding equal Shr For Against shareholder voting -------------------------------------------------------------------------------------------------------------------------- AMAZON.COM, INC. Agenda Number: 935825452 -------------------------------------------------------------------------------------------------------------------------- Security: 023135106 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: AMZN ISIN: US0231351067 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jeffrey P. Bezos Mgmt For For 1b. Election of Director: Andrew R. Jassy Mgmt For For 1c. Election of Director: Keith B. Alexander Mgmt For For 1d. Election of Director: Edith W. Cooper Mgmt Against Against 1e. Election of Director: Jamie S. Gorelick Mgmt Against Against 1f. Election of Director: Daniel P. Mgmt Against Against Huttenlocher 1g. Election of Director: Judith A. McGrath Mgmt Against Against 1h. Election of Director: Indra K. Nooyi Mgmt For For 1i. Election of Director: Jonathan J. Mgmt Against Against Rubinstein 1j. Election of Director: Patricia Q. Mgmt Against Against Stonesifer 1k. Election of Director: Wendell P. Weeks Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For YOUNG LLP AS INDEPENDENT AUDITORS 3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt Against Against COMPENSATION 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE Mgmt 1 Year For ADVISORY VOTES ON EXECUTIVE COMPENSATION 5. REAPPROVAL OF OUR 1997 STOCK INCENTIVE Mgmt For For PLAN, AS AMENDED AND RESTATED, FOR PURPOSES OF FRENCH TAX LAW 6. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against RETIREMENT PLAN OPTIONS 7. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against CUSTOMER DUE DILIGENCE 8. SHAREHOLDER PROPOSAL REQUESTING REPORTING Shr For Against ON CONTENT AND PRODUCT REMOVAL/RESTRICTIONS 9. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For CONTENT REMOVAL REQUESTS 10. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr For Against REPORTING ON STAKEHOLDER IMPACTS 11. SHAREHOLDER PROPOSAL REQUESTING ALTERNATIVE Shr For Against TAX REPORTING 12. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr For Against REPORTING ON CLIMATE LOBBYING 13. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr For Against REPORTING ON GENDER/RACIAL PAY 14. SHAREHOLDER PROPOSAL REQUESTING AN ANALYSIS Shr Against For OF COSTS ASSOCIATED WITH DIVERSITY, EQUITY, AND INCLUSION PROGRAMS 15. SHAREHOLDER PROPOSAL REQUESTING AN Shr Against For AMENDMENT TO OUR BYLAWS TO REQUIRE SHAREHOLDER APPROVAL FOR CERTAIN FUTURE AMENDMENTS 16. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr For Against REPORTING ON FREEDOM OF ASSOCIATION 17. SHAREHOLDER PROPOSAL REQUESTING A NEW Shr For Against POLICY REGARDING OUR EXECUTIVE COMPENSATION PROCESS 18. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr For Against REPORTING ON ANIMAL WELFARE STANDARDS 19. SHAREHOLDER PROPOSAL REQUESTING AN Shr For Against ADDITIONAL BOARD COMMITTEE 20. SHAREHOLDER PROPOSAL REQUESTING AN Shr For Against ALTERNATIVE DIRECTOR CANDIDATE POLICY 21. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against WAREHOUSE WORKING CONDITIONS 22. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against PACKAGING MATERIALS 23. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against CUSTOMER USE OF CERTAIN TECHNOLOGIES -------------------------------------------------------------------------------------------------------------------------- AMERICAN EXPRESS COMPANY Agenda Number: 935784808 -------------------------------------------------------------------------------------------------------------------------- Security: 025816109 Meeting Type: Annual Meeting Date: 02-May-2023 Ticker: AXP ISIN: US0258161092 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a term of one Mgmt Against Against year: Thomas J. Baltimore 1b. Election of Director for a term of one Mgmt For For year: John J. Brennan 1c. Election of Director for a term of one Mgmt Against Against year: Peter Chernin 1d. Election of Director for a term of one Mgmt For For year: Walter J. Clayton III 1e. Election of Director for a term of one Mgmt For For year: Ralph de la Vega 1f. Election of Director for a term of one Mgmt Against Against year: Theodore J. Leonsis 1g. Election of Director for a term of one Mgmt For For year: Deborah P. Majoras 1h. Election of Director for a term of one Mgmt For For year: Karen L. Parkhill 1i. Election of Director for a term of one Mgmt For For year: Charles E. Phillips 1j. Election of Director for a term of one Mgmt For For year: Lynn A. Pike 1k. Election of Director for a term of one Mgmt For For year: Stephen J. Squeri 1l. Election of Director for a term of one Mgmt Against Against year: Daniel L. Vasella 1m. Election of Director for a term of one Mgmt For For year: Lisa W. Wardell 1n. Election of Director for a term of one Mgmt Against Against year: Christopher D. Young 2. Ratification of appointment of Mgmt For For PricewaterhouseCoopers LLP as independent registered public accounting firm for 2023. 3. Approval, on an advisory basis, of the Mgmt Against Against Company's executive compensation. 4. Advisory resolution to approve the Mgmt 1 Year For frequency of future advisory say-on-pay votes. 5. Shareholder proposal relating to Shr For Against shareholder ratification of excessive termination pay. 6. Shareholder proposal relating to abortion & Shr For Against consumer data privacy. -------------------------------------------------------------------------------------------------------------------------- AMGEN INC. Agenda Number: 935805739 -------------------------------------------------------------------------------------------------------------------------- Security: 031162100 Meeting Type: Annual Meeting Date: 19-May-2023 Ticker: AMGN ISIN: US0311621009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a term of office Mgmt For For expiring at the 2024 annual meeting: Dr. Wanda M. Austin 1b. Election of Director for a term of office Mgmt For For expiring at the 2024 annual meeting: Mr. Robert A. Bradway 1c. Election of Director for a term of office Mgmt For For expiring at the 2024 annual meeting: Dr. Michael V. Drake 1d. Election of Director for a term of office Mgmt For For expiring at the 2024 annual meeting: Dr. Brian J. Druker 1e. Election of Director for a term of office Mgmt Against Against expiring at the 2024 annual meeting: Mr. Robert A. Eckert 1f. Election of Director for a term of office Mgmt Against Against expiring at the 2024 annual meeting: Mr. Greg C. Garland 1g. Election of Director for a term of office Mgmt Against Against expiring at the 2024 annual meeting: Mr. Charles M. Holley, Jr. 1h. Election of Director for a term of office Mgmt For For expiring at the 2024 annual meeting: Dr. S. Omar Ishrak 1i. Election of Director for a term of office Mgmt Against Against expiring at the 2024 annual meeting: Dr. Tyler Jacks 1j. Election of Director for a term of office Mgmt Against Against expiring at the 2024 annual meeting: Ms. Ellen J. Kullman 1k. Election of Director for a term of office Mgmt Against Against expiring at the 2024 annual meeting: Ms. Amy E. Miles 1l. Election of Director for a term of office Mgmt Against Against expiring at the 2024 annual meeting: Dr. Ronald D. Sugar 1m. Election of Director for a term of office Mgmt Against Against expiring at the 2024 annual meeting: Dr. R. Sanders Williams 2. Advisory vote on the frequency of future Mgmt 1 Year For stockholder advisory votes to approve executive compensation. 3. Advisory vote to approve our executive Mgmt For For compensation. 4. To ratify the selection of Ernst & Young Mgmt For For LLP as our independent registered public accountants for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- ANALOG DEVICES, INC. Agenda Number: 935758740 -------------------------------------------------------------------------------------------------------------------------- Security: 032654105 Meeting Type: Annual Meeting Date: 08-Mar-2023 Ticker: ADI ISIN: US0326541051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Vincent Roche Mgmt For For 1b. Election of Director: James A. Champy Mgmt Against Against 1c. Election of Director: Andre Andonian Mgmt For For 1d. Election of Director: Anantha P. Mgmt For For Chandrakasan 1e. Election of Director: Edward H. Frank Mgmt For For 1f. Election of Director: Laurie H. Glimcher Mgmt For For 1g. Election of Director: Karen M. Golz Mgmt For For 1h. Election of Director: Mercedes Johnson Mgmt For For 1i. Election of Director: Kenton J. Sicchitano Mgmt Against Against 1j. Election of Director: Ray Stata Mgmt For For 1k. Election of Director: Susie Wee Mgmt For For 2. Advisory vote to approve the compensation Mgmt Against Against of our named executive officers. 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on the compensation of our named executive officers. 4. Ratification of the selection of Ernst & Mgmt Against Against Young LLP as our independent registered public accounting firm for fiscal year 2023. -------------------------------------------------------------------------------------------------------------------------- APARTMENT INCOME REIT CORP Agenda Number: 935726351 -------------------------------------------------------------------------------------------------------------------------- Security: 03750L109 Meeting Type: Annual Meeting Date: 07-Dec-2022 Ticker: AIRC ISIN: US03750L1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Terry Considine Mgmt For For 1b. Election of Director: Thomas N. Bohjalian Mgmt For For 1c. Election of Director: Kristin Finney-Cooke Mgmt For For 1d. Election of Director: Thomas L. Keltner Mgmt Against Against 1e. Election of Director: Devin I. Murphy Mgmt For For 1f. Election of Director: Margarita Mgmt For For Palau-Hernandez 1g. Election of Director: John D. Rayis Mgmt For For 1h. Election of Director: Ann Sperling Mgmt For For 1i. Election of Director: Nina A. Tran Mgmt For For 2. Ratification of the selection of Deloitte & Mgmt Against Against Touche LLP to serve as the independent registered public accounting firm for the year ending December 31, 2022. 3. Advisory vote on executive compensation Mgmt For For (Say on Pay). 4. Approval of the Apartment Income REIT Corp. Mgmt Against Against Amended and Restated 2020 Stock Award and Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- APPLE INC. Agenda Number: 935757700 -------------------------------------------------------------------------------------------------------------------------- Security: 037833100 Meeting Type: Annual Meeting Date: 10-Mar-2023 Ticker: AAPL ISIN: US0378331005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a Election of Director: James Bell Mgmt For For 1b Election of Director: Tim Cook Mgmt Against Against 1c Election of Director: Al Gore Mgmt Against Against 1d Election of Director: Alex Gorsky Mgmt For For 1e Election of Director: Andrea Jung Mgmt Against Against 1f Election of Director: Art Levinson Mgmt Against Against 1g Election of Director: Monica Lozano Mgmt For For 1h Election of Director: Ron Sugar Mgmt Against Against 1i Election of Director: Sue Wagner Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as Apple's independent registered public accounting firm for fiscal 2023 3. Advisory vote to approve executive Mgmt Against Against compensation 4. Advisory vote on the frequency of advisory Mgmt 1 Year For votes on executive compensation 5. A shareholder proposal entitled "Civil Shr Against For Rights and Non-Discrimination Audit Proposal" 6. A shareholder proposal entitled "Communist Shr Against For China Audit" 7. A shareholder proposal on Board policy for Shr For Against communication with shareholder proponents 8. A shareholder proposal entitled "Racial and Shr For Against Gender Pay Gaps" 9. A shareholder proposal entitled Shr For Against "Shareholder Proxy Access Amendments" -------------------------------------------------------------------------------------------------------------------------- APPLIED MATERIALS, INC. Agenda Number: 935760858 -------------------------------------------------------------------------------------------------------------------------- Security: 038222105 Meeting Type: Annual Meeting Date: 09-Mar-2023 Ticker: AMAT ISIN: US0382221051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Rani Borkar Mgmt For For 1b. Election of Director: Judy Bruner Mgmt For For 1c. Election of Director: Xun (Eric) Chen Mgmt For For 1d. Election of Director: Aart J. de Geus Mgmt For For 1e. Election of Director: Gary E. Dickerson Mgmt For For 1f. Election of Director: Thomas J. Iannotti Mgmt Against Against 1g. Election of Director: Alexander A. Karsner Mgmt Against Against 1h. Election of Director: Kevin P. March Mgmt For For 1i. Election of Director: Yvonne McGill Mgmt For For 1j. Election of Director: Scott A. McGregor Mgmt For For 2. Approval, on an advisory basis, of the Mgmt For For compensation of Applied Materials' named executive officers for fiscal year 2022. 3. Approval, on an advisory basis, of the Mgmt 1 Year For frequency of holding an advisory vote on executive compensation. 4. Ratification of the appointment of KPMG LLP Mgmt For For as Applied Materials' independent registered public accounting firm for fiscal year 2023. 5. Shareholder proposal to amend the Shr For Against appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. 6. Shareholder proposal to improve the Shr For Against executive compensation program and policy to include the CEO pay ratio factor. -------------------------------------------------------------------------------------------------------------------------- APTIV PLC Agenda Number: 935775443 -------------------------------------------------------------------------------------------------------------------------- Security: G6095L109 Meeting Type: Annual Meeting Date: 26-Apr-2023 Ticker: APTV ISIN: JE00B783TY65 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Kevin P. Clark Mgmt For For 1b. Election of Director: Richard L. Clemmer Mgmt For For 1c. Election of Director: Nancy E. Cooper Mgmt For For 1d. Election of Director: Joseph L. Hooley Mgmt For For 1e. Election of Director: Merit E. Janow Mgmt For For 1f. Election of Director: Sean O. Mahoney Mgmt Against Against 1g. Election of Director: Paul M. Meister Mgmt For For 1h. Election of Director: Robert K. Ortberg Mgmt For For 1i. Election of Director: Colin J. Parris Mgmt For For 1j. Election of Director: Ana G. Pinczuk Mgmt For For 2. Proposal to re-appoint auditors, ratify Mgmt For For independent public accounting firm and authorize the directors to determine the fees paid to the auditors. 3. Say-on-Pay - To approve, by advisory vote, Mgmt For For executive compensation. -------------------------------------------------------------------------------------------------------------------------- AT&T INC. Agenda Number: 935803937 -------------------------------------------------------------------------------------------------------------------------- Security: 00206R102 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: T ISIN: US00206R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Scott T. Ford Mgmt For For 1b. Election of Director: Glenn H. Hutchins Mgmt Against Against 1c. Election of Director: William E. Kennard Mgmt Against Against 1d. Election of Director: Stephen J. Luczo Mgmt For For 1e. Election of Director: Michael B. Mgmt For For McCallister 1f. Election of Director: Beth E. Mooney Mgmt Against Against 1g. Election of Director: Matthew K. Rose Mgmt Against Against 1h. Election of Director: John T. Stankey Mgmt For For 1i. Election of Director: Cynthia B. Taylor Mgmt For For 1j. Election of Director: Luis A. Ubinas Mgmt Against Against 2. Ratification of the appointment of Mgmt For For independent auditors. 3. Advisory approval of executive Mgmt Against Against compensation. 4. Advisory approval of frequency of vote on Mgmt 1 Year For executive compensation. 5. Independent board chairman. Shr For Against 6. Racial equity audit. Shr For Against -------------------------------------------------------------------------------------------------------------------------- AVALONBAY COMMUNITIES, INC. Agenda Number: 935814841 -------------------------------------------------------------------------------------------------------------------------- Security: 053484101 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: AVB ISIN: US0534841012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting: Glyn F. Aeppel 1b. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting: Terry S. Brown 1c. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Ronald L. Havner, Jr. 1d. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Stephen P. Hills 1e. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Christopher B. Howard 1f. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Richard J. Lieb 1g. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Nnenna Lynch 1h. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Charles E. Mueller, Jr. 1i. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Timothy J. Naughton 1j. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Benjamin W. Schall 1k. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting: Susan Swanezy 1l. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting: W. Edward Walter 2. To adopt a resolution approving, on a Mgmt Against Against non-binding advisory basis, the compensation paid to the Company's Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the proxy statement. 3. To cast a non-binding, advisory vote as to Mgmt 1 Year For the frequency of future non-binding, advisory Stockholder votes on the Company's named executive officer compensation. 4. To ratify the selection of Ernst & Young Mgmt For For LLP as the Company's independent auditors for the year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- AVERY DENNISON CORPORATION Agenda Number: 935776609 -------------------------------------------------------------------------------------------------------------------------- Security: 053611109 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: AVY ISIN: US0536111091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Bradley Alford Mgmt Against Against 1b. Election of Director: Anthony Anderson Mgmt For For 1c. Election of Director: Mitchell Butier Mgmt Against Against 1d. Election of Director: Ken Hicks Mgmt Against Against 1e. Election of Director: Andres Lopez Mgmt For For 1f. Election of Director: Francesca Reverberi Mgmt For For 1g. Election of Director: Patrick Siewert Mgmt Against Against 1h. Election of Director: Julia Stewart Mgmt Against Against 1i. Election of Director: Martha Sullivan Mgmt For For 1j. Election of Director: William Wagner Mgmt For For 2. Approval, on an advisory basis, of our Mgmt For For executive compensation. 3. Approval, on an advisory basis, of the Mgmt 1 Year For frequency of advisory votes to approve executive compensation. 4. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2023. -------------------------------------------------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Agenda Number: 935779782 -------------------------------------------------------------------------------------------------------------------------- Security: 060505104 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: BAC ISIN: US0605051046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Sharon L. Allen Mgmt For For 1b. Election of Director: Jose (Joe) E. Almeida Mgmt For For 1c. Election of Director: Frank P. Bramble, Sr. Mgmt Against Against 1d. Election of Director: Pierre J. P. de Weck Mgmt For For 1e. Election of Director: Arnold W. Donald Mgmt For For 1f. Election of Director: Linda P. Hudson Mgmt For For 1g. Election of Director: Monica C. Lozano Mgmt Against Against 1h. Election of Director: Brian T. Moynihan Mgmt For For 1i. Election of Director: Lionel L. Nowell III Mgmt For For 1j. Election of Director: Denise L. Ramos Mgmt For For 1k. Election of Director: Clayton S. Rose Mgmt For For 1l. Election of Director: Michael D. White Mgmt For For 1m. Election of Director: Thomas D. Woods Mgmt For For 1n. Election of Director: Maria T. Zuber Mgmt For For 2. Approving our executive compensation (an Mgmt Against Against advisory, non-binding "Say on Pay" resolution) 3. A vote on the frequency of future "Say on Mgmt 1 Year For Pay" resolutions (an advisory, non-binding "Say on Frequency" resolution) 4. Ratifying the appointment of our Mgmt For For independent registered public accounting firm for 2023 5. Amending and restating the Bank of America Mgmt Against Against Corporation Equity Plan 6. Shareholder proposal requesting an Shr For Against independent board chair 7. Shareholder proposal requesting shareholder Shr For Against ratification of termination pay 8. Shareholder proposal requesting greenhouse Shr For Against gas reduction targets 9. Shareholder proposal requesting report on Shr For Against transition planning 10. Shareholder proposal requesting adoption of Shr For Against policy to cease financing new fossil fuel supplies 11. Shareholder proposal requesting a racial Shr For Against equity audit -------------------------------------------------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Agenda Number: 935786218 -------------------------------------------------------------------------------------------------------------------------- Security: 071813109 Meeting Type: Annual Meeting Date: 02-May-2023 Ticker: BAX ISIN: US0718131099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jose (Joe) Almeida Mgmt For For 1b. Election of Director: Michael F. Mahoney Mgmt For For 1c. Election of Director: Patricia B. Morrison Mgmt For For 1d. Election of Director: Stephen N. Oesterle Mgmt For For 1e. Election of Director: Nancy M. Schlichting Mgmt For For 1f. Election of Director: Brent Shafer Mgmt For For 1g. Election of Director: Cathy R. Smith Mgmt For For 1h. Election of Director: Amy A. Wendell Mgmt For For 1i. Election of Director: David S. Wilkes Mgmt For For 1j. Election of Director: Peter M. Wilver Mgmt For For 2. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation. 3. Advisory Vote on the Frequency of Executive Mgmt 1 Year For Compensation Advisory Votes. 4. Ratification of Appointment of Independent Mgmt For For Registered Public Accounting Firm. 5. Stockholder Proposal - Shareholder Shr For Against Ratification of Excessive Termination Pay. 6. Stockholder Proposal - Executives to Retain Shr For Against Significant Stock. -------------------------------------------------------------------------------------------------------------------------- BERKSHIRE HATHAWAY INC. Agenda Number: 935785418 -------------------------------------------------------------------------------------------------------------------------- Security: 084670702 Meeting Type: Annual Meeting Date: 06-May-2023 Ticker: BRKB ISIN: US0846707026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Warren E. Buffett Mgmt Withheld Against Charles T. Munger Mgmt Withheld Against Gregory E. Abel Mgmt Withheld Against Howard G. Buffett Mgmt Withheld Against Susan A. Buffett Mgmt Withheld Against Stephen B. Burke Mgmt Withheld Against Kenneth I. Chenault Mgmt Withheld Against Christopher C. Davis Mgmt Withheld Against Susan L. Decker Mgmt Withheld Against Charlotte Guyman Mgmt Withheld Against Ajit Jain Mgmt Withheld Against Thomas S. Murphy, Jr. Mgmt Withheld Against Ronald L. Olson Mgmt Withheld Against Wallace R. Weitz Mgmt Withheld Against Meryl B. Witmer Mgmt Withheld Against 2. Non-binding resolution to approve the Mgmt Against Against compensation of the Company's Named Executive Officers, as described in the 2023 Proxy Statement. 3. Non-binding resolution to determine the Mgmt 1 Year Against frequency (whether annual, biennial or triennial) with which shareholders of the Company shall be entitled to have an advisory vote on executive compensation. 4. Shareholder proposal regarding how the Shr For Against Company manages physical and transitional climate related risks and opportunities. 5. Shareholder proposal regarding how climate Shr For Against related risks are being governed by the Company. 6. Shareholder proposal regarding how the Shr For Against Company intends to measure, disclose and reduce GHG emissions associated with its underwriting, insuring and investment activities. 7. Shareholder proposal regarding the Shr For Against reporting on the effectiveness of the Corporation's diversity, equity and inclusion efforts. 8. Shareholder proposal regarding the adoption Shr For Against of a policy requiring that two separate people hold the offices of the Chairman and the CEO. 9. Shareholder proposal requesting that the Shr Against For Company avoid supporting or taking a public policy position on controversial social and political issues. -------------------------------------------------------------------------------------------------------------------------- BOOKING HOLDINGS INC. Agenda Number: 935842244 -------------------------------------------------------------------------------------------------------------------------- Security: 09857L108 Meeting Type: Annual Meeting Date: 06-Jun-2023 Ticker: BKNG ISIN: US09857L1089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Glenn D. Fogel Mgmt For For Mirian M. Graddick-Weir Mgmt For For Wei Hopeman Mgmt For For Robert J. Mylod, Jr. Mgmt For For Charles H. Noski Mgmt For For Larry Quinlan Mgmt For For Nicholas J. Read Mgmt For For Thomas E. Rothman Mgmt For For Sumit Singh Mgmt For For Lynn V. Radakovich Mgmt For For Vanessa A. Wittman Mgmt For For 2. Advisory vote to approve 2022 executive Mgmt For For compensation. 3. Ratification of Deloitte & Touche LLP as Mgmt For For our independent registered public accounting firm for the fiscal year ending December 31, 2023. 4. Advisory vote on the frequency of future Mgmt 1 Year For non-binding advisory votes on the compensation paid by the Company to its named executive officers. 5. Stockholder proposal requesting a Shr For Against non-binding stockholder vote to ratify termination pay of executives. -------------------------------------------------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Agenda Number: 935788286 -------------------------------------------------------------------------------------------------------------------------- Security: 110122108 Meeting Type: Annual Meeting Date: 02-May-2023 Ticker: BMY ISIN: US1101221083 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Peter J. Arduini Mgmt For For 1B. Election of Director: Deepak L. Bhatt, Mgmt For For M.D., M.P.H. 1C. Election of Director: Giovanni Caforio, Mgmt For For M.D. 1D. Election of Director: Julia A. Haller, M.D. Mgmt For For 1E. Election of Director: Manuel Hidalgo Mgmt For For Medina, M.D., Ph.D. 1F. Election of Director: Paula A. Price Mgmt For For 1G. Election of Director: Derica W. Rice Mgmt For For 1H. Election of Director: Theodore R. Samuels Mgmt For For 1I. Election of Director: Gerald L. Storch Mgmt Against Against 1J. Election of Director: Karen H. Vousden, Mgmt For For Ph.D. 1K. Election of Director: Phyllis R. Yale Mgmt For For 2. Advisory Vote to Approve the Compensation Mgmt For For of our Named Executive Officers. 3. Advisory Vote on the Frequency of the Mgmt 1 Year For Advisory Vote on the Compensation of our Named Executive Officers. 4. Ratification of the Appointment of an Mgmt For For Independent Registered Public Accounting Firm. 5. Shareholder Proposal on the Adoption of a Shr For Against Board Policy that the Chairperson of the Board be an Independent Director. 6. Shareholder Proposal on Workplace Shr Against For Non-Discrimination Audit. 7. Shareholder Proposal on Special Shareholder Shr Against For Meeting Improvement. -------------------------------------------------------------------------------------------------------------------------- BROADCOM INC Agenda Number: 935766189 -------------------------------------------------------------------------------------------------------------------------- Security: 11135F101 Meeting Type: Annual Meeting Date: 03-Apr-2023 Ticker: AVGO ISIN: US11135F1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Diane M. Bryant Mgmt For For 1b. Election of Director: Gayla J. Delly Mgmt For For 1c. Election of Director: Raul J. Fernandez Mgmt For For 1d. Election of Director: Eddy W. Hartenstein Mgmt For For 1e. Election of Director: Check Kian Low Mgmt For For 1f. Election of Director: Justine F. Page Mgmt For For 1g. Election of Director: Henry Samueli Mgmt For For 1h. Election of Director: Hock E. Tan Mgmt For For 1i. Election of Director: Harry L. You Mgmt Against Against 2. Ratification of the appointment of Mgmt For For Pricewaterhouse Coopers LLP as the independent registered public accounting firm of Broadcom for the fiscal year ending October 29, 2023. 3. Approve an amendment and restatement of the Mgmt Against Against 2012 Stock Incentive Plan. 4. Advisory vote to approve the named Mgmt Against Against executive officer compensation. 5. Advisory vote on the frequency of the Mgmt 1 Year For advisory vote on named executive officer compensation. -------------------------------------------------------------------------------------------------------------------------- C.H. ROBINSON WORLDWIDE, INC. Agenda Number: 935781573 -------------------------------------------------------------------------------------------------------------------------- Security: 12541W209 Meeting Type: Annual Meeting Date: 04-May-2023 Ticker: CHRW ISIN: US12541W2098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Scott P. Anderson Mgmt For For 1b. Election of Director: James J. Barber, Jr. Mgmt For For 1c. Election of Director: Kermit R. Crawford Mgmt Against Against 1d. Election of Director: Timothy C. Gokey Mgmt For For 1e. Election of Director: Mark A. Goodburn Mgmt For For 1f. Election of Director: Mary J. Steele Mgmt Against Against Guilfoile 1g. Election of Director: Jodee A. Kozlak Mgmt Against Against 1h. Election of Director: Henry J. Maier Mgmt Against Against 1i. Election of Director: James B. Stake Mgmt Against Against 1j. Election of Director: Paula C. Tolliver Mgmt For For 1k. Election of Director: Henry W. "Jay" Mgmt For For Winship 2. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers. 3. To hold an advisory vote on the frequency Mgmt 1 Year For of future advisory votes on the compensation of named executive officers. 4. Ratification of the selection of Deloitte & Mgmt For For Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- CANADIAN PACIFIC KANSAS CITY LIMITED Agenda Number: 935864149 -------------------------------------------------------------------------------------------------------------------------- Security: 13646K108 Meeting Type: Annual Meeting Date: 15-Jun-2023 Ticker: CP ISIN: CA13646K1084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Appointment of the Auditor as named in the Mgmt For For Proxy Circular. 2 Advisory vote to approve the Corporation's Mgmt For For approach to executive compensation as described in the Proxy Circular. 3 Advisory vote to approve the Corporation's Mgmt Against Against approach to climate change as described in the Proxy Circular. 4A Election of Director - The Hon. John Baird Mgmt For For 4B Election of Director - Isabelle Courville Mgmt For For 4C Election of Director - Keith E. Creel Mgmt For For 4D Election of Director - Gillian H. Denham Mgmt For For 4E Election of Director - Amb. Antonio Garza Mgmt For For (Ret.) 4F Election of Director - David Garza-Santos Mgmt For For 4G Election of Director - Edward R. Hamberger Mgmt For For 4H Election of Director - Janet H. Kennedy Mgmt For For 4I Election of Director - Henry J. Maier Mgmt For For 4J Election of Director - Matthew H. Paull Mgmt For For 4K Election of Director - Jane L. Peverett Mgmt For For 4L Election of Director - Andrea Robertson Mgmt For For 4M Election of Director - Gordon T. Trafton Mgmt For For -------------------------------------------------------------------------------------------------------------------------- CARRIER GLOBAL CORPORATION Agenda Number: 935773336 -------------------------------------------------------------------------------------------------------------------------- Security: 14448C104 Meeting Type: Annual Meeting Date: 20-Apr-2023 Ticker: CARR ISIN: US14448C1045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jean-Pierre Garnier Mgmt For For 1b. Election of Director: David Gitlin Mgmt For For 1c. Election of Director: John J. Greisch Mgmt For For 1d. Election of Director: Charles M. Holley, Mgmt For For Jr. 1e. Election of Director: Michael M. McNamara Mgmt For For 1f. Election of Director: Susan N. Story Mgmt For For 1g. Election of Director: Michael A. Todman Mgmt For For 1h. Election of Director: Virginia M. Wilson Mgmt For For 1i. Election of Director: Beth A. Wozniak Mgmt For For 2. Advisory Vote to Approve Named Executive Mgmt Against Against Officer Compensation. 3. Ratify Appointment of Mgmt For For PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2023. 4. Shareowner Proposal regarding independent Shr For Against board chairman. -------------------------------------------------------------------------------------------------------------------------- CATERPILLAR INC. Agenda Number: 935854794 -------------------------------------------------------------------------------------------------------------------------- Security: 149123101 Meeting Type: Annual Meeting Date: 14-Jun-2023 Ticker: CAT ISIN: US1491231015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Kelly A. Ayotte Mgmt For For 1b. Election of Director: David L. Calhoun Mgmt Against Against 1c. Election of Director: Daniel M. Dickinson Mgmt Against Against 1d. Election of Director: James C. Fish, Jr. Mgmt For For 1e. Election of Director: Gerald Johnson Mgmt For For 1f. Election of Director: David W. MacLennan Mgmt For For 1g. Election of Director: Judith F. Marks Mgmt For For 1h. Election of Director: Debra L. Reed-Klages Mgmt For For 1i. Election of Director: Susan C. Schwab Mgmt Against Against 1j. Election of Director: D. James Umpleby III Mgmt For For 1k. Election of Director: Rayford Wilkins, Jr. Mgmt For For 2. Ratification of our Independent Registered Mgmt For For Public Accounting Firm. 3. Advisory Vote to Approve Executive Mgmt Against Against Compensation. 4. Advisory Vote on the Frequency of Executive Mgmt 1 Year For Compensation Votes. 5. Approval of Caterpillar Inc. 2023 Long-Term Mgmt Against Against Incentive Plan. 6. Shareholder Proposal - Report on Corporate Shr For Against Climate Lobbying in Line with Paris Agreement. 7. Shareholder Proposal - Lobbying Disclosure. Shr For Against 8. Shareholder Proposal - Report on Activities Shr For Against in Conflict-Affected Areas. 9. Shareholder Proposal - Civil Rights, Shr Against For Non-Discrimination and Returns to Merit Audit. -------------------------------------------------------------------------------------------------------------------------- CBRE GROUP, INC. Agenda Number: 935802163 -------------------------------------------------------------------------------------------------------------------------- Security: 12504L109 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: CBRE ISIN: US12504L1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Brandon B. Boze Mgmt For For 1b. Election of Director: Beth F. Cobert Mgmt For For 1c. Election of Director: Reginald H. Gilyard Mgmt Against Against 1d. Election of Director: Shira D. Goodman Mgmt For For 1e. Election of Director: E.M. Blake Hutcheson Mgmt For For 1f. Election of Director: Christopher T. Jenny Mgmt Against Against 1g. Election of Director: Gerardo I. Lopez Mgmt Against Against 1h. Election of Director: Susan Meaney Mgmt Against Against 1i. Election of Director: Oscar Munoz Mgmt Against Against 1j. Election of Director: Robert E. Sulentic Mgmt For For 1k. Election of Director: Sanjiv Yajnik Mgmt For For 2. Ratify the appointment of KPMG LLP as our Mgmt For For independent registered public accounting firm for 2023. 3. Advisory vote to approve named executive Mgmt For For officer compensation for 2022. 4. Advisory vote to approve the frequency of Mgmt 1 Year For future advisory votes on named executive officer compensation. 5. Stockholder proposal regarding executive Shr For Against stock ownership retention. -------------------------------------------------------------------------------------------------------------------------- CENTERPOINT ENERGY, INC. Agenda Number: 935773487 -------------------------------------------------------------------------------------------------------------------------- Security: 15189T107 Meeting Type: Annual Meeting Date: 21-Apr-2023 Ticker: CNP ISIN: US15189T1079 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Wendy Montoya Cloonan Mgmt Against Against 1b. Election of Director: Earl M. Cummings Mgmt Against Against 1c. Election of Director: Christopher H. Mgmt Against Against Franklin 1d. Election of Director: David J. Lesar Mgmt For For 1e. Election of Director: Raquelle W. Lewis Mgmt Against Against 1f. Election of Director: Martin H. Nesbitt Mgmt For For 1g. Election of Director: Theodore F. Pound Mgmt For For 1h. Election of Director: Phillip R. Smith Mgmt Against Against 1i. Election of Director: Barry T. Smitherman Mgmt For For 2. Ratify the appointment of Deloitte & Touche Mgmt For For LLP as the independent registered public accounting firm for 2023. 3. Approve the advisory resolution on Mgmt Against Against executive compensation. 4. Advisory vote on the frequency of future Mgmt 1 Year For advisory shareholder votes on executive compensation. 5. Shareholder proposal relating to our Shr For Against disclosure of Scope 3 emissions and setting Scope 3 emissions targets. -------------------------------------------------------------------------------------------------------------------------- CERIDIAN HCM HOLDING INC. Agenda Number: 935777726 -------------------------------------------------------------------------------------------------------------------------- Security: 15677J108 Meeting Type: Annual Meeting Date: 28-Apr-2023 Ticker: CDAY ISIN: US15677J1088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Brent B. Bickett Mgmt For For Ronald F. Clarke Mgmt For For Ganesh B. Rao Mgmt For For Leagh E. Turner Mgmt For For Deborah A. Farrington Mgmt For For Thomas M. Hagerty Mgmt Withheld Against Linda P. Mantia Mgmt For For 2. To approve, on a non-binding, advisory Mgmt For For basis, the compensation of Ceridian's named executive officers (commonly known as a "Say on Pay" vote) 3. To ratify the appointment of KPMG LLP as Mgmt For For Ceridian's independent registered public accounting firm for the fiscal year ending December 31, 2023 -------------------------------------------------------------------------------------------------------------------------- CHEVRON CORPORATION Agenda Number: 935829284 -------------------------------------------------------------------------------------------------------------------------- Security: 166764100 Meeting Type: Annual Meeting Date: 31-May-2023 Ticker: CVX ISIN: US1667641005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Wanda M. Austin Mgmt Against Against 1b. Election of Director: John B. Frank Mgmt Against Against 1c. Election of Director: Alice P. Gast Mgmt Against Against 1d. Election of Director: Enrique Hernandez, Mgmt Against Against Jr. 1e. Election of Director: Marillyn A. Hewson Mgmt Against Against 1f. Election of Director: Jon M. Huntsman Jr. Mgmt Against Against 1g. Election of Director: Charles W. Moorman Mgmt Against Against 1h. Election of Director: Dambisa F. Moyo Mgmt Against Against 1i. Election of Director: Debra Reed-Klages Mgmt Against Against 1j. Election of Director: D. James Umpleby III Mgmt Against Against 1k. Election of Director: Cynthia J. Warner Mgmt Against Against 1l. Election of Director: Michael K. Wirth Mgmt Against Against 2. Ratification of Appointment of Mgmt For For PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm 3. Advisory Vote to Approve Named Executive Mgmt Against Against Officer Compensation 4. Advisory Vote on the Frequency of Future Mgmt 1 Year For Advisory Votes on Named Executive Officer Compensation 5. Rescind the 2021 "Reduce Scope 3 Emissions" Shr Against For Stockholder Proposal 6. Set a Medium-Term Scope 3 GHG Emissions Shr For Against Reduction Target 7. Recalculate Emissions Baseline to Exclude Shr For Against Emissions from Material Divestitures 8. Establish Board Committee on Shr Against For Decarbonization Risk 9. Report on Worker and Community Impact from Shr For Against Facility Closures and Energy Transitions 10. Report on Racial Equity Audit Shr For Against 11. Report on Tax Practices Shr For Against 12. Independent Chair Shr For Against -------------------------------------------------------------------------------------------------------------------------- CHIPOTLE MEXICAN GRILL, INC. Agenda Number: 935815603 -------------------------------------------------------------------------------------------------------------------------- Security: 169656105 Meeting Type: Annual Meeting Date: 25-May-2023 Ticker: CMG ISIN: US1696561059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Albert Baldocchi Mgmt Against Against 1.2 Election of Director: Matthew Carey Mgmt For For 1.3 Election of Director: Gregg Engles Mgmt For For 1.4 Election of Director: Patricia Fili-Krushel Mgmt For For 1.5 Election of Director: Mauricio Gutierrez Mgmt For For 1.6 Election of Director: Robin Hickenlooper Mgmt For For 1.7 Election of Director: Scott Maw Mgmt For For 1.8 Election of Director: Brian Niccol Mgmt For For 1.9 Election of Director: Mary Winston Mgmt For For 2. An advisory vote to approve the Mgmt For For compensation of our executive officers as disclosed in the proxy statement ("say on pay"). 3. An advisory vote on the frequency of future Mgmt 1 Year For say on pay votes. 4. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our independent registered public accounting firm for the year ending December 31, 2023. 5. Shareholder Proposal - Request to limit Shr Against For certain bylaw amendments. 6. Shareholder Proposal - Request to adopt a Shr For Against non-interference policy. -------------------------------------------------------------------------------------------------------------------------- CHUBB LIMITED Agenda Number: 935813027 -------------------------------------------------------------------------------------------------------------------------- Security: H1467J104 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: CB ISIN: CH0044328745 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Approval of the management report, Mgmt For For standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2022 2a Allocation of disposable profit Mgmt For For 2b Distribution of a dividend out of legal Mgmt For For reserves (by way of release and allocation to a dividend reserve) 3 Discharge of the Board of Directors Mgmt For For 4a Election of PricewaterhouseCoopers AG Mgmt For For (Zurich) as our statutory auditor 4b Ratification of appointment of Mgmt For For PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting 4c Election of BDO AG (Zurich) as special Mgmt For For audit firm 5a Election of Director: Evan G. Greenberg Mgmt For For 5b Election of Director: Michael P. Connors Mgmt Against Against 5c Election of Director: Michael G. Atieh Mgmt For For 5d Election of Director: Kathy Bonanno Mgmt For For 5e Election of Director: Nancy K. Buese Mgmt For For 5f Election of Director: Sheila P. Burke Mgmt For For 5g Election of Director: Michael L. Corbat Mgmt For For 5h Election of Director: Robert J. Hugin Mgmt For For 5i Election of Director: Robert W. Scully Mgmt For For 5j Election of Director: Theodore E. Shasta Mgmt Against Against 5k Election of Director: David H. Sidwell Mgmt For For 5l Election of Director: Olivier Steimer Mgmt For For 5m Election of Director: Frances F. Townsend Mgmt Against Against 6 Election of Evan G. Greenberg as Chairman Mgmt Against Against of the Board of Directors 7a Election of the Compensation Committee of Mgmt Against Against the Board of Directors: Michael P. Connors 7b Election of the Compensation Committee of Mgmt For For the Board of Directors: David H. Sidwell 7c Election of the Compensation Committee of Mgmt For For the Board of Directors: Frances F. Townsend 8 Election of Homburger AG as independent Mgmt For For proxy 9a Amendments to the Articles of Association: Mgmt For For Amendments relating to Swiss corporate law updates 9b Amendments to the Articles of Association: Mgmt For For Amendment to advance notice period 10a Reduction of share capital: Cancellation of Mgmt For For repurchased shares 10b Reduction of share capital: Par value Mgmt For For reduction 11a Approval of the compensation of the Board Mgmt For For of Directors and Executive Management under Swiss law requirements: Maximum compensation of the Board of Directors until the next annual general meeting 11b Approval of the compensation of the Board Mgmt Against Against of Directors and Executive Management under Swiss law requirements: Maximum compensation of Executive Management for the 2024 calendar year 11c Approval of the compensation of the Board Mgmt Against Against of Directors and Executive Management under Swiss law requirements: Advisory vote to approve the Swiss compensation report 12 Advisory vote to approve executive Mgmt Against Against compensation under U.S. securities law requirements 13 Advisory vote on the frequency of the U.S. Mgmt 1 Year For securities law advisory vote on executive compensation 14 Shareholder proposal on greenhouse gas Shr For Against emissions targets, if properly presented 15 Shareholder proposal on human rights and Shr For Against underwriting, if properly presented. A If a new agenda item or a new proposal for Mgmt Abstain Against an existing agenda item is put before the meeting, I/we hereby authorize and instruct the independent proxy to vote as follows. -------------------------------------------------------------------------------------------------------------------------- CINCINNATI FINANCIAL CORPORATION Agenda Number: 935790926 -------------------------------------------------------------------------------------------------------------------------- Security: 172062101 Meeting Type: Annual Meeting Date: 08-May-2023 Ticker: CINF ISIN: US1720621010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Thomas J. Aaron Mgmt For For 1b. Election of Director: Nancy C. Benacci Mgmt For For 1c. Election of Director: Linda W. Mgmt Against Against Clement-Holmes 1d. Election of Director: Dirk J. Debbink Mgmt For For 1e. Election of Director: Steven J. Johnston Mgmt Against Against 1f. Election of Director: Jill P. Meyer Mgmt For For 1g. Election of Director: David P. Osborn Mgmt For For 1h. Election of Director: Gretchen W. Schar Mgmt Against Against 1i. Election of Director: Charles O. Schiff Mgmt Against Against 1j. Election of Director: Douglas S. Skidmore Mgmt Against Against 1k. Election of Director: John F. Steele, Jr. Mgmt Against Against 1l. Election of Director: Larry R. Webb Mgmt Against Against 2. Approving the Amended and Restated Code of Mgmt For For Regulations. 3. A nonbinding proposal to approve Mgmt For For compensation for the company's named executive officers. 4. A nonbinding proposal to establish the Mgmt 1 Year For frequency of future nonbinding votes on executive compensation. 5. Ratification of the selection of Deloitte & Mgmt For For Touche LLP as the company's independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Agenda Number: 935723216 -------------------------------------------------------------------------------------------------------------------------- Security: 17275R102 Meeting Type: Annual Meeting Date: 08-Dec-2022 Ticker: CSCO ISIN: US17275R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: M. Michele Burns Mgmt Against Against 1b. Election of Director: Wesley G. Bush Mgmt For For 1c. Election of Director: Michael D. Capellas Mgmt Against Against 1d. Election of Director: Mark Garrett Mgmt For For 1e. Election of Director: John D. Harris II Mgmt For For 1f. Election of Director: Dr. Kristina M. Mgmt For For Johnson 1g. Election of Director: Roderick C. Mcgeary Mgmt Against Against 1h. Election of Director: Sarah Rae Murphy Mgmt For For 1i. Election of Director: Charles H. Robbins Mgmt For For 1j. Election of Director: Brenton L. Saunders Mgmt For For 1k. Election of Director: Dr. Lisa T. Su Mgmt For For 1l. Election of Director: Marianna Tessel Mgmt For For 2. Approval, on an advisory basis, of Mgmt For For executive compensation. 3. Ratification of PricewaterhouseCoopers LLP Mgmt For For as Cisco's independent registered public accounting firm for fiscal 2023. 4. Stockholder Proposal - Approval to have Shr For Against Cisco's Board issue a tax transparency report in consideration of the Global Reporting Initiative's Tax Standard. -------------------------------------------------------------------------------------------------------------------------- CITIGROUP INC. Agenda Number: 935781030 -------------------------------------------------------------------------------------------------------------------------- Security: 172967424 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: C ISIN: US1729674242 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Ellen M. Costello Mgmt For For 1b. Election of Director: Grace E. Dailey Mgmt For For 1c. Election of Director: Barbara J. Desoer Mgmt For For 1d. Election of Director: John C. Dugan Mgmt For For 1e. Election of Director: Jane N. Fraser Mgmt For For 1f. Election of Director: Duncan P. Hennes Mgmt For For 1g. Election of Director: Peter B. Henry Mgmt For For 1h. Election of Director: S. Leslie Ireland Mgmt For For 1i. Election of Director: Renee J. James Mgmt For For 1j. Election of Director: Gary M. Reiner Mgmt For For 1k. Election of Director: Diana L. Taylor Mgmt Against Against 1l. Election of Director: James S. Turley Mgmt For For 1m. Election of Director: Casper W. von Koskull Mgmt For For 2. Proposal to ratify the selection of KPMG Mgmt For For LLP as Citi's independent registered public accountants for 2023. 3. Advisory vote to Approve our 2022 Executive Mgmt For For Compensation. 4. Approval of additional shares for the Mgmt Against Against Citigroup 2019 Stock Incentive Plan. 5. Advisory vote to Approve the Frequency of Mgmt 1 Year For Future Advisory Votes on Executive Compensation. 6. Stockholder proposal requesting that Shr For Against shareholders ratify the termination pay of any senior manager. 7. Stockholder proposal requesting an Shr For Against Independent Board Chairman. 8. Stockholder proposal requesting a report on Shr For Against the effectiveness of Citi's policies and practices in respecting Indigenous Peoples' rights in Citi's existing and proposed financing. 9. Stockholder proposal requesting that the Shr For Against Board adopt a policy to phase out new fossil fuel financing. -------------------------------------------------------------------------------------------------------------------------- CMS ENERGY CORPORATION Agenda Number: 935786888 -------------------------------------------------------------------------------------------------------------------------- Security: 125896100 Meeting Type: Annual Meeting Date: 05-May-2023 Ticker: CMS ISIN: US1258961002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. ELECTION OF DIRECTOR: Jon E. Barfield Mgmt Against Against 1b. ELECTION OF DIRECTOR: Deborah H. Butler Mgmt For For 1c. ELECTION OF DIRECTOR: Kurt L. Darrow Mgmt For For 1d. ELECTION OF DIRECTOR: William D. Harvey Mgmt For For 1e. ELECTION OF DIRECTOR: Garrick J. Rochow Mgmt For For 1f. ELECTION OF DIRECTOR: John G. Russell Mgmt For For 1g. ELECTION OF DIRECTOR: Suzanne F. Shank Mgmt For For 1h. ELECTION OF DIRECTOR: Myrna M. Soto Mgmt For For 1i. ELECTION OF DIRECTOR: John G. Sznewajs Mgmt For For 1j. ELECTION OF DIRECTOR: Ronald J. Tanski Mgmt For For 1k. ELECTION OF DIRECTOR: Laura H. Wright Mgmt For For 2. Approve, on an advisory basis, the Mgmt For For Company's executive compensation. 3. Advisory vote on frequency of future Mgmt 1 Year For advisory votes on executive compensation. 4. Ratify the appointment of independent Mgmt For For registered public accounting firm (PricewaterhouseCoopers LLP). -------------------------------------------------------------------------------------------------------------------------- COMCAST CORPORATION Agenda Number: 935845492 -------------------------------------------------------------------------------------------------------------------------- Security: 20030N101 Meeting Type: Annual Meeting Date: 07-Jun-2023 Ticker: CMCSA ISIN: US20030N1019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Kenneth J. Bacon Mgmt Withheld Against Thomas J. Baltimore Jr. Mgmt Withheld Against Madeline S. Bell Mgmt Withheld Against Edward D. Breen Mgmt For For Gerald L. Hassell Mgmt Withheld Against Jeffrey A. Honickman Mgmt Withheld Against Maritza G. Montiel Mgmt For For Asuka Nakahara Mgmt For For David C. Novak Mgmt For For Brian L. Roberts Mgmt For For 2. Ratification of the appointment of our Mgmt For For independent auditors. 3. Approval of Comcast Corporation 2023 Mgmt For For Omnibus Equity Incentive Plan. 4. Approval of Amended and Restated Comcast Mgmt For For Corporation 2002 Employee Stock Purchase Plan. 5. Advisory vote on executive compensation. Mgmt Against Against 6. Advisory vote on the frequency of the vote Mgmt 1 Year For on executive compensation. 7. To perform independent racial equity audit. Shr For Against 8. To report on climate risk in default Shr For Against retirement plan options. 9. To set different greenhouse gas emissions Shr For Against reduction targets. 10. To report on political contributions and Shr For Against company values alignment. 11. To report on business in China. Shr Against For -------------------------------------------------------------------------------------------------------------------------- CORTEVA INC. Agenda Number: 935773920 -------------------------------------------------------------------------------------------------------------------------- Security: 22052L104 Meeting Type: Annual Meeting Date: 21-Apr-2023 Ticker: CTVA ISIN: US22052L1044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lamberto Andreotti Mgmt For For 1b. Election of Director: Klaus A. Engel Mgmt For For 1c. Election of Director: David C. Everitt Mgmt For For 1d. Election of Director: Janet P. Giesselman Mgmt For For 1e. Election of Director: Karen H. Grimes Mgmt For For 1f. Election of Director: Michael O. Johanns Mgmt For For 1g. Election of Director: Rebecca B. Liebert Mgmt For For 1h. Election of Director: Marcos M. Lutz Mgmt For For 1i. Election of Director: Charles V. Magro Mgmt For For 1j. Election of Director: Nayaki R. Nayyar Mgmt For For 1k. Election of Director: Gregory R. Page Mgmt For For 1l. Election of Director: Kerry J. Preete Mgmt For For 1m. Election of Director: Patrick J. Ward Mgmt For For 2. Advisory resolution to approve executive Mgmt Against Against compensation of the Company's named executive officers. 3. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Agenda Number: 935745933 -------------------------------------------------------------------------------------------------------------------------- Security: 22160K105 Meeting Type: Annual Meeting Date: 19-Jan-2023 Ticker: COST ISIN: US22160K1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Susan L. Decker Mgmt Against Against 1b. Election of Director: Kenneth D. Denman Mgmt Against Against 1c. Election of Director: Richard A. Galanti Mgmt Against Against 1d. Election of Director: Hamilton E. James Mgmt Against Against 1e. Election of Director: W. Craig Jelinek Mgmt Against Against 1f. Election of Director: Sally Jewell Mgmt For For 1g. Election of Director: Charles T. Munger Mgmt Against Against 1h. Election of Director: Jeffrey S. Raikes Mgmt Against Against 1i. Election of Director: John W. Stanton Mgmt For For 1j. Election of Director: Ron M. Vachris Mgmt Against Against 1k. Election of Director: Maggie Wilderotter Mgmt Against Against 2. Ratification of selection of independent Mgmt For For auditors. 3. Approval, on an advisory basis, of Mgmt For For executive compensation. 4. Approval, on an advisory basis, of Mgmt 1 Year For frequency of future advisory votes on executive compensation. 5. Shareholder proposal regarding report on Shr For Against risks of state policies restricting reproductive rights. -------------------------------------------------------------------------------------------------------------------------- CVS HEALTH CORPORATION Agenda Number: 935806375 -------------------------------------------------------------------------------------------------------------------------- Security: 126650100 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: CVS ISIN: US1266501006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Fernando Aguirre Mgmt For For 1b. Election of Director: Jeffrey R. Balser, Mgmt For For M.D., Ph.D. 1c. Election of Director: C. David Brown II Mgmt Against Against 1d. Election of Director: Alecia A. DeCoudreaux Mgmt For For 1e. Election of Director: Nancy-Ann M. DeParle Mgmt For For 1f. Election of Director: Roger N. Farah Mgmt For For 1g. Election of Director: Anne M. Finucane Mgmt Against Against 1h. Election of Director: Edward J. Ludwig Mgmt For For 1i. Election of Director: Karen S. Lynch Mgmt For For 1j. Election of Director: Jean-Pierre Millon Mgmt Against Against 1k. Election of Director: Mary L. Schapiro Mgmt For For 2. Ratification of the Appointment of Our Mgmt For For Independent Registered Public Accounting Firm for 2023 3. Say on Pay, a Proposal to Approve, on an Mgmt Against Against Advisory Basis, the Company's Executive Compensation 4. Proposal to Recommend, on an Advisory Mgmt 1 Year For Basis, the Frequency of Advisory Votes on Executive Compensation Votes 5. Stockholder Proposal Requesting Paid Sick Shr For Against Leave for All Employees 6. Stockholder Proposal for Reducing our Shr For Against Ownership Threshold to Request a Special Stockholder Meeting 7. Stockholder Proposal Regarding "Fair Shr Against For Elections" and Requiring Stockholder Approval of Certain Types of By-law Amendments 8. Stockholder Proposal Requesting a Report on Shr For Against a "Worker Rights Assessment" 9. Stockholder Proposal to Prevent Company Shr Against For Directors from Simultaneously Sitting on the Boards of Directors of Any Other Company -------------------------------------------------------------------------------------------------------------------------- DANAHER CORPORATION Agenda Number: 935795510 -------------------------------------------------------------------------------------------------------------------------- Security: 235851102 Meeting Type: Annual Meeting Date: 09-May-2023 Ticker: DHR ISIN: US2358511028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: Rainer M. Blair 1b. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Feroz Dewan 1c. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: Linda Filler 1d. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: Teri List 1e. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: Walter G. Lohr, Jr. 1f. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Jessica L. Mega, MD, MPH 1g. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: Mitchell P. Rales 1h. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: Steven M. Rales 1i. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: Pardis C. Sabeti, MD, D. PHIL 1j. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: A. Shane Sanders 1k. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: John T. Schwieters 1l. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: Alan G. Spoon 1m. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: Raymond C. Stevens, Ph.D 1n. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: Elias A. Zerhouni, MD 2. To ratify the selection of Ernst & Young Mgmt For For LLP as Danaher's independent registered public accounting firm for the year ending December 31, 2023. 3. To approve on an advisory basis the Mgmt For For Company's named executive officer compensation. 4. To hold an advisory vote relating to the Mgmt 1 Year For frequency of future shareholder advisory votes on the Company's executive officer compensation. 5. To act upon a shareholder proposal Shr For Against requesting adoption of a policy separating the chair and CEO roles and requiring an independent Board Chair whenever possible. 6. To act upon a shareholder proposal Shr For Against requesting a report to shareholders on the effectiveness of the Company's diversity, equity and inclusion efforts. -------------------------------------------------------------------------------------------------------------------------- DIAMONDBACK ENERGY, INC. Agenda Number: 935840339 -------------------------------------------------------------------------------------------------------------------------- Security: 25278X109 Meeting Type: Annual Meeting Date: 08-Jun-2023 Ticker: FANG ISIN: US25278X1090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Travis D. Stice Mgmt For For 1.2 Election of Director: Vincent K. Brooks Mgmt For For 1.3 Election of Director: David L. Houston Mgmt For For 1.4 Election of Director: Rebecca A. Klein Mgmt For For 1.5 Election of Director: Stephanie K. Mains Mgmt For For 1.6 Election of Director: Mark L. Plaumann Mgmt For For 1.7 Election of Director: Melanie M. Trent Mgmt For For 1.8 Election of Director: Frank D. Tsuru Mgmt For For 1.9 Election of Director: Steven E. West Mgmt For For 2. Proposal to approve, on an advisory basis, Mgmt For For the compensation paid to the Company's named executive officers. 3. Proposal to approve amendments to the Mgmt For For Company's charter to remove the 66 2/3% supermajority vote requirements for the stockholders to approve certain amendments to the Company's charter and to remove directors from office. 4. Proposal to approve amendments to the Mgmt For For Company's charter to provide that stockholders holding at least 25% of the voting power, determined on a net long basis, for at least one year, may call special meetings of stockholders. 5. Proposal to approve amendments to the Mgmt Against Against Company's charter to reflect new Delaware law provisions regarding officer exculpation. 6. Proposal to ratify the appointment of Grant Mgmt For For Thornton LLP as the Company's independent auditors for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- DISCOVER FINANCIAL SERVICES Agenda Number: 935796322 -------------------------------------------------------------------------------------------------------------------------- Security: 254709108 Meeting Type: Annual Meeting Date: 11-May-2023 Ticker: DFS ISIN: US2547091080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A Election of Directors: Jeffrey S. Aronin Mgmt Against Against 1B Election of Directors: Mary K. Bush Mgmt Against Against 1C Election of Directors: Gregory C. Case Mgmt Against Against 1D Election of Directors: Candace H. Duncan Mgmt For For 1E Election of Directors: Joseph F. Eazor Mgmt For For 1F Election of Directors: Roger C. Hochschild Mgmt For For 1G Election of Directors: Thomas G. Maheras Mgmt Against Against 1H Election of Directors: John B. Owen Mgmt For For 1I Election of Directors: David L. Rawlinson Mgmt For For II 1J Election of Directors: Beverley A. Sibblies Mgmt For For 1K Election of Directors: Mark A. Thierer Mgmt For For 1L Election of Directors: Jennifer L. Wong Mgmt For For 2 Advisory vote to approve named executive Mgmt Against Against officer compensation: 3 Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on named executive officer compensation: 4 To approve the Discover Financial Services Mgmt For For 2023 Omnibus Incentive Plan: 5 To ratify the appointment of Deloitte & Mgmt For For Touche LLP as the Company's independent registered public accounting firm: -------------------------------------------------------------------------------------------------------------------------- DOLLAR TREE, INC. Agenda Number: 935854706 -------------------------------------------------------------------------------------------------------------------------- Security: 256746108 Meeting Type: Annual Meeting Date: 13-Jun-2023 Ticker: DLTR ISIN: US2567461080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Richard W. Dreiling Mgmt Against Against 1b. Election of Director: Cheryl W. Grise Mgmt For For 1c. Election of Director: Daniel J. Heinrich Mgmt For For 1d. Election of Director: Paul C. Hilal Mgmt For For 1e. Election of Director: Edward J. Kelly, III Mgmt For For 1f. Election of Director: Mary A. Laschinger Mgmt For For 1g. Election of Director: Jeffrey G. Naylor Mgmt For For 1h. Election of Director: Winnie Y. Park Mgmt For For 1i. Election of Director: Bertram L. Scott Mgmt For For 1j. Election of Director: Stephanie P. Stahl Mgmt For For 2. To approve, by a non-binding advisory vote, Mgmt Against Against the compensation of the Company's named executive officers. 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. 4. To ratify the selection of KPMG LLP as the Mgmt For For Company's independent registered public accounting firm for the fiscal year 2023. 5. Shareholder proposal regarding a report on Shr For Against economic and social risks of company compensation and workforce practices and any impact on diversified shareholders. -------------------------------------------------------------------------------------------------------------------------- DOW INC. Agenda Number: 935771178 -------------------------------------------------------------------------------------------------------------------------- Security: 260557103 Meeting Type: Annual Meeting Date: 13-Apr-2023 Ticker: DOW ISIN: US2605571031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Samuel R. Allen Mgmt For For 1b. Election of Director: Gaurdie E. Banister Mgmt For For Jr. 1c. Election of Director: Wesley G. Bush Mgmt For For 1d. Election of Director: Richard K. Davis Mgmt For For 1e. Election of Director: Jerri DeVard Mgmt For For 1f. Election of Director: Debra L. Dial Mgmt For For 1g. Election of Director: Jeff M. Fettig Mgmt Against Against 1h. Election of Director: Jim Fitterling Mgmt For For 1i. Election of Director: Jacqueline C. Hinman Mgmt For For 1j. Election of Director: Luis Alberto Moreno Mgmt For For 1k. Election of Director: Jill S. Wyant Mgmt For For 1l. Election of Director: Daniel W. Yohannes Mgmt For For 2. Advisory Resolution to Approve Executive Mgmt Against Against Compensation 3. Ratification of the Appointment of Deloitte Mgmt For For & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2023 4. Stockholder Proposal - Independent Board Shr For Against Chairman 5. Stockholder Proposal - Single-Use Plastics Shr For Against Report -------------------------------------------------------------------------------------------------------------------------- DT MIDSTREAM, INC. Agenda Number: 935786206 -------------------------------------------------------------------------------------------------------------------------- Security: 23345M107 Meeting Type: Annual Meeting Date: 05-May-2023 Ticker: DTM ISIN: US23345M1071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Peter Tumminello Mgmt For For Dwayne Wilson Mgmt Withheld Against 2. The ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2023. 3. To approve, on an advisory (non-binding) Mgmt Against Against basis, the compensation of the Company's Named Executive Officers. -------------------------------------------------------------------------------------------------------------------------- DTE ENERGY COMPANY Agenda Number: 935784846 -------------------------------------------------------------------------------------------------------------------------- Security: 233331107 Meeting Type: Annual Meeting Date: 04-May-2023 Ticker: DTE ISIN: US2333311072 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR David A. Brandon Mgmt Withheld Against Charles G. McClure, Jr. Mgmt Withheld Against Gail J. McGovern Mgmt Withheld Against Mark A. Murray Mgmt Withheld Against Gerardo Norcia Mgmt Withheld Against Robert C. Skaggs, Jr. Mgmt For For David A. Thomas Mgmt For For Gary H. Torgow Mgmt Withheld Against James H. Vandenberghe Mgmt Withheld Against Valerie M. Williams Mgmt Withheld Against 2. Ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent auditors 3. Provide a nonbinding vote to approve the Mgmt For For Company's executive compensation 4. Provide a nonbinding vote on the frequency Mgmt 1 Year For of advisory votes to approve executive compensation 5. Vote on a management proposal to amend our Mgmt For For bylaws to allow shareholders with 15% outstanding company stock in the aggregate (held at least one year) to call a special meeting 6. Vote on a shareholder proposal to amend our Shr For Against bylaws to allow shareholders with 10% outstanding company stock in the aggregate to call a special meeting 7. Vote on a shareholder proposal to publish a Shr For Against lobbying report -------------------------------------------------------------------------------------------------------------------------- DUKE ENERGY CORPORATION Agenda Number: 935783440 -------------------------------------------------------------------------------------------------------------------------- Security: 26441C204 Meeting Type: Annual Meeting Date: 04-May-2023 Ticker: DUK ISIN: US26441C2044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Derrick Burks Mgmt For For 1b. Election of Director: Annette K. Clayton Mgmt For For 1c. Election of Director: Theodore F. Craver, Mgmt For For Jr. 1d. Election of Director: Robert M. Davis Mgmt For For 1e. Election of Director: Caroline Dorsa Mgmt For For 1f. Election of Director: W. Roy Dunbar Mgmt For For 1g. Election of Director: Nicholas C. Mgmt For For Fanandakis 1h. Election of Director: Lynn J. Good Mgmt For For 1i. Election of Director: John T. Herron Mgmt For For 1j. Election of Director: Idalene F. Kesner Mgmt For For 1k. Election of Director: E. Marie McKee Mgmt For For 1l. Election of Director: Michael J. Pacilio Mgmt For For 1m. Election of Director: Thomas E. Skains Mgmt For For 1n. Election of Director: William E. Webster, Mgmt For For Jr. 2. Ratification of Deloitte & Touche LLP as Mgmt For For Duke Energy's independent registered public accounting firm for 2023 3. Advisory vote to approve Duke Energy's Mgmt For For named executive officer compensation 4. Advisory vote on the frequency of an Mgmt 1 Year For advisory vote on executive compensation 5. Approval of the Duke Energy Corporation Mgmt Against Against 2023 Long-Term Incentive Plan 6. Shareholder proposal regarding simple Shr For majority vote 7. Shareholder proposal regarding formation of Shr Against For committee to evaluate decarbonization risk -------------------------------------------------------------------------------------------------------------------------- EASTMAN CHEMICAL COMPANY Agenda Number: 935789199 -------------------------------------------------------------------------------------------------------------------------- Security: 277432100 Meeting Type: Annual Meeting Date: 04-May-2023 Ticker: EMN ISIN: US2774321002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: HUMBERTO P. ALFONSO Mgmt Against Against 1b. Election of Director: BRETT D. BEGEMANN Mgmt Against Against 1c. Election of Director: ERIC L. BUTLER Mgmt For For 1d. Election of Director: MARK J. COSTA Mgmt Against Against 1e. Election of Director: EDWARD L. DOHENY II Mgmt For For 1f. Election of Director: LINNIE M. HAYNESWORTH Mgmt For For 1g. Election of Director: JULIE F. HOLDER Mgmt Against Against 1h. Election of Director: RENEE J. HORNBAKER Mgmt Against Against 1i. Election of Director: KIM ANN MINK Mgmt For For 1j. Election of Director: JAMES J. O'BRIEN Mgmt For For 1k. Election of Director: DAVID W. RAISBECK Mgmt Against Against 1l. Election of Director: CHARLES K. STEVENS Mgmt For For III 2. Ratify Appointment of Mgmt Against Against PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm 3. Advisory Approval of Executive Compensation Mgmt Against Against as Disclosed in Proxy Statement 4. Advisory Vote on Frequency of Advisory Mgmt 1 Year For Approval of Executive Compensation 5. Advisory Vote on Stockholder Proposal Shr For Against Regarding an Independent Board Chair -------------------------------------------------------------------------------------------------------------------------- EDISON INTERNATIONAL Agenda Number: 935776635 -------------------------------------------------------------------------------------------------------------------------- Security: 281020107 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: EIX ISIN: US2810201077 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jeanne Beliveau-Dunn Mgmt For For 1b. Election of Director: Michael C. Camunez Mgmt For For 1c. Election of Director: Vanessa C.L. Chang Mgmt Against Against 1d. Election of Director: James T. Morris Mgmt For For 1e. Election of Director: Timothy T. O'Toole Mgmt For For 1f. Election of Director: Pedro J. Pizarro Mgmt For For 1g. Election of Director: Marcy L. Reed Mgmt For For 1h. Election of Director: Carey A. Smith Mgmt For For 1i. Election of Director: Linda G. Stuntz Mgmt For For 1j. Election of Director: Peter J. Taylor Mgmt Against Against 1k. Election of Director: Keith Trent Mgmt For For 2. Ratification of the Independent Registered Mgmt For For Public Accounting Firm 3. Advisory Vote to Approve Say-on-Pay Vote Mgmt 1 Year For Frequency 4. Advisory Vote to Approve Executive Mgmt For For Compensation -------------------------------------------------------------------------------------------------------------------------- ELI LILLY AND COMPANY Agenda Number: 935784769 -------------------------------------------------------------------------------------------------------------------------- Security: 532457108 Meeting Type: Annual Meeting Date: 01-May-2023 Ticker: LLY ISIN: US5324571083 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve a three-year Mgmt For For term: William G. Kaelin, Jr. 1b. Election of Director to serve a three-year Mgmt For For term: David A. Ricks 1c. Election of Director to serve a three-year Mgmt For For term: Marschall S. Runge 1d. Election of Director to serve a three-year Mgmt For For term: Karen Walker 2. Approval, on an advisory basis, of the Mgmt For For compensation paid to the company's named executive officers. 3. Advisory vote on frequency of future Mgmt 1 Year For advisory votes on named executive officer compensation. 4. Ratification of the appointment of Ernst & Mgmt For For Young LLP as the independent auditor for 2023. 5. Approval of amendments to the company's Mgmt For For Articles of Incorporation to eliminate the classified board structure. 6. Approval of amendments to the company's Mgmt For For Articles of Incorporation to eliminate supermajority voting provisions. 7. Shareholder proposal to publish an annual Shr For Against report disclosing lobbying activities. 8. Shareholder proposal to eliminate Shr For Against supermajority voting requirements. 9. Shareholder proposal to establish and Shr For Against report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents. 10. Shareholder proposal to report on risks of Shr Against For supporting abortion. 11. Shareholder proposal to disclose lobbying Shr For Against activities and alignment with public policy positions and statements. 12. Shareholder proposal to report on Shr For Against effectiveness of the company's diversity, equity, and inclusion efforts. 13. Shareholder proposal to adopt a policy to Shr Against For require certain third-party organizations to annually report expenditures for political activities before Lilly contributes to an organization. -------------------------------------------------------------------------------------------------------------------------- EMERSON ELECTRIC CO. Agenda Number: 935748600 -------------------------------------------------------------------------------------------------------------------------- Security: 291011104 Meeting Type: Annual Meeting Date: 07-Feb-2023 Ticker: EMR ISIN: US2910111044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. ELECTION OF DIRECTOR FOR TERMS ENDING IN Mgmt Against Against 2026: Martin S. Craighead 1b. ELECTION OF DIRECTOR FOR TERMS ENDING IN Mgmt For For 2026: Gloria A. Flach 1c. ELECTION OF DIRECTOR FOR TERMS ENDING IN Mgmt Against Against 2026: Matthew S. Levatich 2. Ratification of KPMG LLP as Independent Mgmt For For Registered Public Accounting Firm. 3. Approval, by non-binding advisory vote, of Mgmt For For Emerson Electric Co. executive compensation. 4. Advisory vote on frequency of future Mgmt 1 Year For shareholder advisory approval of the Company's executive compensation. -------------------------------------------------------------------------------------------------------------------------- ENPHASE ENERGY, INC. Agenda Number: 935812013 -------------------------------------------------------------------------------------------------------------------------- Security: 29355A107 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: ENPH ISIN: US29355A1079 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jamie Haenggi Mgmt Withheld Against Benjamin Kortlang Mgmt Withheld Against Richard Mora Mgmt For For 2. To approve, on advisory basis, the Mgmt For For compensation of our named executive officers, as disclosed in the proxy statement. 3. To ratify the selection of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- EOG RESOURCES, INC. Agenda Number: 935817049 -------------------------------------------------------------------------------------------------------------------------- Security: 26875P101 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: EOG ISIN: US26875P1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to hold office until Mgmt For For the 2024 annual meeting: Janet F. Clark 1b. Election of Director to hold office until Mgmt Against Against the 2024 annual meeting: Charles R. Crisp 1c. Election of Director to hold office until Mgmt For For the 2024 annual meeting: Robert P. Daniels 1d. Election of Director to hold office until Mgmt For For the 2024 annual meeting: Lynn A. Dugle 1e. Election of Director to hold office until Mgmt For For the 2024 annual meeting: C. Christopher Gaut 1f. Election of Director to hold office until Mgmt For For the 2024 annual meeting: Michael T. Kerr 1g. Election of Director to hold office until Mgmt For For the 2024 annual meeting: Julie J. Robertson 1h. Election of Director to hold office until Mgmt Against Against the 2024 annual meeting: Donald F. Textor 1i. Election of Director to hold office until Mgmt For For the 2024 annual meeting: Ezra Y. Yacob 2. To ratify the appointment by the Audit Mgmt For For Committee of the Board of Directors of Deloitte & Touche LLP, independent registered public accounting firm, as auditors for the Company for the year ending December 31, 2023. 3. To approve, by non-binding vote, the Mgmt Against Against compensation of the Company's named executive officers. 4. To recommend, by non-binding vote, the Mgmt 1 Year For frequency of holding advisory votes on the compensation of the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- EXXON MOBIL CORPORATION Agenda Number: 935823977 -------------------------------------------------------------------------------------------------------------------------- Security: 30231G102 Meeting Type: Annual Meeting Date: 31-May-2023 Ticker: XOM ISIN: US30231G1022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Michael J. Angelakis Mgmt For For 1b. Election of Director: Susan K. Avery Mgmt Against Against 1c. Election of Director: Angela F. Braly Mgmt For For 1d. Election of Director: Gregory J. Goff Mgmt For For 1e. Election of Director: John D. Harris II Mgmt For For 1f. Election of Director: Kaisa H. Hietala Mgmt For For 1g. Election of Director: Joseph L. Hooley Mgmt Against Against 1h. Election of Director: Steven A. Kandarian Mgmt Against Against 1i. Election of Director: Alexander A. Karsner Mgmt Against Against 1j. Election of Director: Lawrence W. Kellner Mgmt For For 1k. Election of Director: Jeffrey W. Ubben Mgmt For For 1l. Election of Director: Darren W. Woods Mgmt Against Against 2. Ratification of Independent Auditors Mgmt For For 3. Advisory Vote to Approve Executive Mgmt For For Compensation 4. Frequency of Advisory Vote on Executive Mgmt 1 Year For Compensation 5. Establish a New Board Committee on Shr Against For Decarbonization Risk 6. Reduce Executive Stock Holding Period Shr Against For 7. Additional Carbon Capture and Storage and Shr For Against Emissions Report 8. Additional Direct Methane Measurement Shr For Against 9. Establish a Scope 3 Target and Reduce Shr For Against Hydrocarbon Sales 10. Additional Report on Worst-case Spill and Shr For Against Response Plans 11. GHG Reporting on Adjusted Basis Shr For Against 12. Report on Asset Retirement Obligations Shr For Against Under IEA NZE Scenario 13. Report on Plastics Under SCS Scenario Shr For Against 14. Litigation Disclosure Beyond Legal and Shr For Against Accounting Requirements 15. Tax Reporting Beyond Legal Requirements Shr For Against 16. Energy Transition Social Impact Report Shr For Against 17. Report on Commitment Against AMAP Work Shr Abstain Against -------------------------------------------------------------------------------------------------------------------------- FASTENAL COMPANY Agenda Number: 935770669 -------------------------------------------------------------------------------------------------------------------------- Security: 311900104 Meeting Type: Annual Meeting Date: 22-Apr-2023 Ticker: FAST ISIN: US3119001044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Scott A. Satterlee Mgmt Against Against 1b. Election of Director: Michael J. Ancius Mgmt Against Against 1c. Election of Director: Stephen L. Eastman Mgmt For For 1d. Election of Director: Daniel L. Florness Mgmt Against Against 1e. Election of Director: Rita J. Heise Mgmt For For 1f. Election of Director: Hsenghung Sam Hsu Mgmt For For 1g. Election of Director: Daniel L. Johnson Mgmt For For 1h. Election of Director: Nicholas J. Lundquist Mgmt Against Against 1i. Election of Director: Sarah N. Nielsen Mgmt For For 1j. Election of Director: Reyne K. Wisecup Mgmt Against Against 2. Ratification of the appointment of KPMG LLP Mgmt For For as independent registered public accounting firm for the 2023 fiscal year. 3. Approval, by non-binding vote, of executive Mgmt For For compensation. 4. Approval, by non-binding vote, of the Mgmt 1 Year For frequency of future executive compensation votes. -------------------------------------------------------------------------------------------------------------------------- FIDELITY NAT'L INFORMATION SERVICES,INC. Agenda Number: 935815184 -------------------------------------------------------------------------------------------------------------------------- Security: 31620M106 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: FIS ISIN: US31620M1062 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lee Adrean Mgmt For For 1b. Election of Director: Ellen R. Alemany Mgmt For For 1c. Election of Director: Mark D. Benjamin Mgmt For For 1d. Election of Director: Vijay G. D'Silva Mgmt For For 1e. Election of Director: Stephanie L. Ferris Mgmt For For 1f. Election of Director: Jeffrey A. Goldstein Mgmt For For 1g. Election of Director: Lisa A. Hook Mgmt For For 1h. Election of Director: Kenneth T. Lamneck Mgmt For For 1i. Election of Director: Gary L. Lauer Mgmt For For 1j. Election of Director: Louise M. Parent Mgmt For For 1k. Election of Director: Brian T. Shea Mgmt For For 1l. Election of Director: James B. Stallings, Mgmt For For Jr. 2. To approve, on an advisory basis, the Mgmt For For compensation of the Company's named executive officers. 3. To approve, on an advisory basis, the Mgmt 1 Year For preferred frequency of stockholder advisory votes on executive compensation. 4. To ratify the appointment of KPMG LLP as Mgmt For For the Company's independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- FIFTH THIRD BANCORP Agenda Number: 935773398 -------------------------------------------------------------------------------------------------------------------------- Security: 316773100 Meeting Type: Annual Meeting Date: 18-Apr-2023 Ticker: FITB ISIN: US3167731005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until 2024 Mgmt Against Against Annual Meeting: Nicholas K. Akins 1b. Election of Director to serve until 2024 Mgmt Against Against Annual Meeting: B. Evan Bayh, III 1c. Election of Director to serve until 2024 Mgmt Against Against Annual Meeting: Jorge L. Benitez 1d. Election of Director to serve until 2024 Mgmt Against Against Annual Meeting: Katherine B. Blackburn 1e. Election of Director to serve until 2024 Mgmt Against Against Annual Meeting: Emerson L. Brumback 1f. Election of Director to serve until 2024 Mgmt For For Annual Meeting: Linda W. Clement-Holmes 1g. Election of Director to serve until 2024 Mgmt For For Annual Meeting: C. Bryan Daniels 1h. Election of Director to serve until 2024 Mgmt Against Against Annual Meeting: Mitchell S. Feiger 1i. Election of Director to serve until 2024 Mgmt Against Against Annual Meeting: Thomas H. Harvey 1j. Election of Director to serve until 2024 Mgmt Against Against Annual Meeting: Gary R. Heminger 1k. Election of Director to serve until 2024 Mgmt For For Annual Meeting: Eileen A. Mallesch 1l. Election of Director to serve until 2024 Mgmt Against Against Annual Meeting: Michael B. McCallister 1m. Election of Director to serve until 2024 Mgmt Against Against Annual Meeting: Timothy N. Spence 1n. Election of Director to serve until 2024 Mgmt Against Against Annual Meeting: Marsha C. Williams 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP to serve as the independent external audit firm for the Company for the year 2023. 3. An advisory vote on approval of Company's Mgmt For For compensation of its named executive officers. -------------------------------------------------------------------------------------------------------------------------- GENERAC HOLDINGS INC. Agenda Number: 935846418 -------------------------------------------------------------------------------------------------------------------------- Security: 368736104 Meeting Type: Annual Meeting Date: 15-Jun-2023 Ticker: GNRC ISIN: US3687361044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class II Director: Marcia J. Mgmt Against Against Avedon 1.2 Election of Class II Director: Bennett J. Mgmt Against Against Morgan 1.3 Election of Class II Director: Dominick P. Mgmt For For Zarcone 2. Proposal to ratify the selection of Mgmt Against Against Deloitte & Touche LLP as our independent registered public accounting firm for the year ended December 31, 2023. 3. Advisory vote on the non-binding Mgmt For For "say-on-pay" resolution to approve the compensation of our executive officers. 4. Advisory vote on the non-binding resolution Mgmt 1 Year For regarding the frequency of our advisory votes on executive compensation. -------------------------------------------------------------------------------------------------------------------------- GENUINE PARTS COMPANY Agenda Number: 935774693 -------------------------------------------------------------------------------------------------------------------------- Security: 372460105 Meeting Type: Annual Meeting Date: 01-May-2023 Ticker: GPC ISIN: US3724601055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Elizabeth W. Camp Mgmt For For 1b. Election of Director: Richard Cox, Jr. Mgmt For For 1c. Election of Director: Paul D. Donahue Mgmt Withheld Against 1d. Election of Director: Gary P. Fayard Mgmt For For 1e. Election of Director: P. Russell Hardin Mgmt For For 1f. Election of Director: John R. Holder Mgmt Withheld Against 1g. Election of Director: Donna W. Hyland Mgmt For For 1h. Election of Director: John D. Johns Mgmt Withheld Against 1i. Election of Director: Jean-Jacques Lafont Mgmt For For 1j. Election of Director: Robert C. "Robin" Mgmt Withheld Against Loudermilk, Jr. 1k. Election of Director: Wendy B. Needham Mgmt Withheld Against 1l. Election of Director: Juliette W. Pryor Mgmt For For 1m. Election of Director: E. Jenner Wood III Mgmt For For 2. Advisory vote on executive compensation. Mgmt Against Against 3. Frequency of advisory vote on executive Mgmt 1 Year For compensation. 4. Ratification of the selection of Ernst & Mgmt For For Young LLP as the Company's independent auditor for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Agenda Number: 935788438 -------------------------------------------------------------------------------------------------------------------------- Security: 375558103 Meeting Type: Annual Meeting Date: 03-May-2023 Ticker: GILD ISIN: US3755581036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jacqueline K. Barton, Mgmt For For Ph.D. 1b. Election of Director: Jeffrey A. Bluestone, Mgmt For For Ph.D. 1c. Election of Director: Sandra J. Horning, Mgmt For For M.D. 1d. Election of Director: Kelly A. Kramer Mgmt For For 1e. Election of Director: Kevin E. Lofton Mgmt Against Against 1f. Election of Director: Harish Manwani Mgmt For For 1g. Election of Director: Daniel P. O'Day Mgmt For For 1h. Election of Director: Javier J. Rodriguez Mgmt For For 1i. Election of Director: Anthony Welters Mgmt For For 2. To ratify the selection of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. 3. To approve, on an advisory basis, the Mgmt For For compensation of our Named Executive Officers as presented in the Proxy Statement. 4. To approve, on an advisory basis, the Mgmt 1 Year For frequency of future advisory stockholder votes on executive compensation. 5. To approve an amendment and restatement of Mgmt For For the Gilead Sciences, Inc. Employee Stock Purchase Plan and the Gilead Sciences, Inc. International Employee Stock Purchase Plan. 6. To vote on a stockholder proposal, if Shr Against For properly presented at the meeting, requesting the Board implement a process to nominate at least one more candidate than the number of directors to be elected. 7. To vote on a stockholder proposal, if Shr Against For properly presented at the meeting, requesting the Board amend the company governing documents to give street name shares and non-street name shares an equal right to call a special stockholder meeting. 8. To vote on a stockholder proposal, if Shr For Against properly presented at the meeting, requesting a report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents. -------------------------------------------------------------------------------------------------------------------------- GLOBAL PAYMENTS INC. Agenda Number: 935777093 -------------------------------------------------------------------------------------------------------------------------- Security: 37940X102 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: GPN ISIN: US37940X1028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: F. Thaddeus Arroyo Mgmt For For 1b. Election of Director: Robert H.B. Baldwin, Mgmt For For Jr. 1c. Election of Director: John G. Bruno Mgmt For For 1d. Election of Director: Joia M. Johnson Mgmt For For 1e. Election of Director: Ruth Ann Marshall Mgmt Against Against 1f. Election of Director: Connie D. McDaniel Mgmt Against Against 1g. Election of Director: Joseph H. Osnoss Mgmt Against Against 1h. Election of Director: William B. Plummer Mgmt For For 1i. Election of Director: Jeffrey S. Sloan Mgmt For For 1j. Election of Director: John T. Turner Mgmt Against Against 1k. Election of Director: M. Troy Woods Mgmt Against Against 2. Approval, on an advisory basis, of the Mgmt For For compensation of our named executive officers for 2022. 3. Approval, on an advisory basis, of the Mgmt 1 Year For frequency of the advisory vote on executive compensation. 4. Ratification of the appointment of Deloitte Mgmt Against Against & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023. 5. Advisory shareholder proposal on Shr For Against shareholder ratification of termination pay. -------------------------------------------------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Agenda Number: 935801200 -------------------------------------------------------------------------------------------------------------------------- Security: 438516106 Meeting Type: Annual Meeting Date: 19-May-2023 Ticker: HON ISIN: US4385161066 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Darius Adamczyk Mgmt For For 1B. Election of Director: Duncan B. Angove Mgmt For For 1C. Election of Director: William S. Ayer Mgmt For For 1D. Election of Director: Kevin Burke Mgmt Against Against 1E. Election of Director: D. Scott Davis Mgmt Against Against 1F. Election of Director: Deborah Flint Mgmt For For 1G. Election of Director: Vimal Kapur Mgmt For For 1H. Election of Director: Rose Lee Mgmt For For 1I. Election of Director: Grace D. Lieblein Mgmt For For 1J. Election of Director: Robin L. Washington Mgmt For For 1K. Election of Director: Robin Watson Mgmt For For 2. Advisory Vote to Approve Frequency of Mgmt 1 Year For Advisory Vote on Executive Compensation. 3. Advisory Vote to Approve Executive Mgmt For For Compensation. 4. Approval of Independent Accountants. Mgmt For For 5. Shareowner Proposal - Independent Board Shr For Against Chairman. 6. Shareowner Proposal - Environmental and Shr For Against Health Impact Report. -------------------------------------------------------------------------------------------------------------------------- HUNTINGTON INGALLS INDUSTRIES, INC. Agenda Number: 935783541 -------------------------------------------------------------------------------------------------------------------------- Security: 446413106 Meeting Type: Annual Meeting Date: 02-May-2023 Ticker: HII ISIN: US4464131063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Augustus L. Collins Mgmt For For 1b. Election of Director: Leo P. Denault Mgmt For For 1c. Election of Director: Kirkland H. Donald Mgmt For For 1d. Election of Director: Victoria D. Harker Mgmt For For 1e. Election of Director: Frank R. Jimenez Mgmt For For 1f. Election of Director: Christopher D. Mgmt For For Kastner 1g. Election of Director: Anastasia D. Kelly Mgmt Against Against 1h. Election of Director: Tracy B. McKibben Mgmt For For 1i. Election of Director: Stephanie L. Mgmt For For O'Sullivan 1j. Election of Director: Thomas C. Mgmt Against Against Schievelbein 1k. Election of Director: John K. Welch Mgmt For For 2. Approve executive compensation on an Mgmt For For advisory basis. 3. Ratify the appointment of Deloitte & Touche Mgmt For For LLP as independent auditors for 2023. 4. Stockholder proposal requesting that HII Shr For Against disclose on its website an annual report of HII's direct and indirect lobbying activities and expenditures. -------------------------------------------------------------------------------------------------------------------------- INGERSOLL RAND INC. Agenda Number: 935856635 -------------------------------------------------------------------------------------------------------------------------- Security: 45687V106 Meeting Type: Annual Meeting Date: 15-Jun-2023 Ticker: IR ISIN: US45687V1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Vicente Reynal Mgmt Against Against 1b. Election of Director: William P. Donnelly Mgmt Against Against 1c. Election of Director: Kirk E. Arnold Mgmt For For 1d. Election of Director: Gary D. Forsee Mgmt For For 1e. Election of Director: Jennifer Hartsock Mgmt For For 1f. Election of Director: John Humphrey Mgmt For For 1g. Election of Director: Marc E. Jones Mgmt For For 1h. Election of Director: Mark Stevenson Mgmt For For 1i. Election of Director: Michael Stubblefield Mgmt For For 1j. Election of Director: Tony L. White Mgmt Against Against 2. Ratification of the appointment of Deloitte Mgmt Against Against & Touche LLP as our independent registered public accounting firm for 2023. 3. Non-binding vote to approve executive Mgmt Against Against compensation. 4. Non-binding vote on the frequency of future Mgmt 1 Year For votes to approve executive compensation. -------------------------------------------------------------------------------------------------------------------------- INGEVITY CORPORATION Agenda Number: 935780569 -------------------------------------------------------------------------------------------------------------------------- Security: 45688C107 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: NGVT ISIN: US45688C1071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a one-year term: Mgmt For For Jean S. Blackwell 1b. Election of Director for a one-year term: Mgmt For For Luis Fernandez-Moreno 1c. Election of Director for a one-year term: Mgmt For For John C. Fortson 1d. Election of Director for a one-year term: Mgmt For For Diane H. Gulyas 1e. Election of Director for a one-year term: Mgmt For For Bruce D. Hoechner 1f. Election of Director for a one-year term: Mgmt For For Frederick J. Lynch 1g. Election of Director for a one-year term: Mgmt For For Karen G. Narwold 1h. Election of Director for a one-year term: Mgmt For For Daniel F. Sansone 1i. Election of Director for a one-year term: Mgmt For For William J. Slocum 1j. Election of Director for a one-year term: Mgmt For For Benjamin G. (Shon) Wright 2. Advisory vote on compensation of our Named Mgmt For For Executive Officers (Say-on-Pay). 3. Advisory Vote on the frequency of Named Mgmt 1 Year For Executive Officer Compensation Advisory Vote (Say-on-Frequency). 4. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023. 5. Amendment and Restatement of 2017 Ingevity Mgmt For For Corporation Employee Stock Purchase Plan to add an additional 300,000 shares. -------------------------------------------------------------------------------------------------------------------------- INTUIT INC. Agenda Number: 935744006 -------------------------------------------------------------------------------------------------------------------------- Security: 461202103 Meeting Type: Annual Meeting Date: 19-Jan-2023 Ticker: INTU ISIN: US4612021034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Eve Burton Mgmt For For 1b. Election of Director: Scott D. Cook Mgmt For For 1c. Election of Director: Richard L. Dalzell Mgmt For For 1d. Election of Director: Sasan K. Goodarzi Mgmt For For 1e. Election of Director: Deborah Liu Mgmt For For 1f. Election of Director: Tekedra Mawakana Mgmt For For 1g. Election of Director: Suzanne Nora Johnson Mgmt Against Against 1h. Election of Director: Thomas Szkutak Mgmt For For 1i. Election of Director: Raul Vazquez Mgmt For For 2. Advisory vote to approve Intuit's executive Mgmt For For compensation (say-on-pay) 3. Ratification of the selection of Ernst & Mgmt For For Young LLP as Intuit's independent registered public accounting firm for the fiscal year ending July 31, 2023 4. Approval of the Amended and Restated Mgmt For For Employee Stock Purchase Plan to increase the share reserve by an additional 2,000,000 shares -------------------------------------------------------------------------------------------------------------------------- INVITATION HOMES INC. Agenda Number: 935801490 -------------------------------------------------------------------------------------------------------------------------- Security: 46187W107 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: INVH ISIN: US46187W1071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael D. Fascitelli Mgmt Withheld Against Dallas B. Tanner Mgmt For For Jana Cohen Barbe Mgmt For For Richard D. Bronson Mgmt For For Jeffrey E. Kelter Mgmt For For Joseph D. Margolis Mgmt For For John B. Rhea Mgmt For For Janice L. Sears Mgmt For For F. A. Sevilla-Sacasa Mgmt For For Keith D. Taylor Mgmt For For 2. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm for 2023. 3. To approve, in a non-binding advisory vote, Mgmt Against Against the compensation paid to our named executive officers. -------------------------------------------------------------------------------------------------------------------------- IRON MOUNTAIN INCORPORATED Agenda Number: 935793667 -------------------------------------------------------------------------------------------------------------------------- Security: 46284V101 Meeting Type: Annual Meeting Date: 09-May-2023 Ticker: IRM ISIN: US46284V1017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a one-year term: Mgmt For For Jennifer Allerton 1b. Election of Director for a one-year term: Mgmt Against Against Pamela M. Arway 1c. Election of Director for a one-year term: Mgmt Against Against Clarke H. Bailey 1d. Election of Director for a one-year term: Mgmt Against Against Kent P. Dauten 1e. Election of Director for a one-year term: Mgmt For For Monte Ford 1f. Election of Director for a one-year term: Mgmt For For Robin L. Matlock 1g. Election of Director for a one-year term: Mgmt For For William L. Meaney 1h. Election of Director for a one-year term: Mgmt For For Wendy J. Murdock 1i. Election of Director for a one-year term: Mgmt For For Walter C. Rakowich 1j. Election of Director for a one-year term: Mgmt For For Doyle R. Simons 2. The approval of a non-binding, advisory Mgmt For For resolution approving the compensation of our named executive officers as described in the Iron Mountain Incorporated Proxy Statement. 3. The approval on a non-binding, advisory Mgmt 1 Year For basis of the frequency (every one, two or three years) of future non-binding, advisory votes of stockholders on the compensation of our named executive officers. 4. The ratification of the selection by the Mgmt For For Audit Committee of Deloitte & Touche LLP as Iron Mountain Incorporated's independent registered public accounting firm for the year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- J.B. HUNT TRANSPORT SERVICES, INC. Agenda Number: 935775594 -------------------------------------------------------------------------------------------------------------------------- Security: 445658107 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: JBHT ISIN: US4456581077 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Francesca M. Mgmt Against Against Edwardson 1.2 Election of Director: Wayne Garrison Mgmt Against Against 1.3 Election of Director: Sharilyn S. Gasaway Mgmt Against Against 1.4 Election of Director: Thad (John B. III) Mgmt Against Against Hill 1.5 Election of Director: Bryan Hunt Mgmt Against Against 1.6 Election of Director: Persio Lisboa Mgmt For For 1.7 Election of Director: John N. Roberts III Mgmt Against Against 1.8 Election of Director: James L. Robo Mgmt Against Against 1.9 Election of Director: Kirk Thompson Mgmt Against Against 2. To consider and approve an advisory Mgmt For For resolution regarding the Company's compensation of its named executive officers. 3. To consider and act upon an advisory vote Mgmt 1 Year For to determine the frequency with which stockholders will consider and approve an advisory vote on the Company's compensation of its named executive officers. 4. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent public accountants for calendar year 2023. -------------------------------------------------------------------------------------------------------------------------- JOHNSON & JOHNSON Agenda Number: 935776813 -------------------------------------------------------------------------------------------------------------------------- Security: 478160104 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: JNJ ISIN: US4781601046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Darius Adamczyk Mgmt For For 1b. Election of Director: Mary C. Beckerle Mgmt For For 1c. Election of Director: D. Scott Davis Mgmt For For 1d. Election of Director: Jennifer A. Doudna Mgmt For For 1e. Election of Director: Joaquin Duato Mgmt For For 1f. Election of Director: Marillyn A. Hewson Mgmt For For 1g. Election of Director: Paula A. Johnson Mgmt For For 1h. Election of Director: Hubert Joly Mgmt For For 1I. Election of Director: Mark B. McClellan Mgmt For For 1j. Election of Director: Anne M. Mulcahy Mgmt Against Against 1k. Election of Director: Mark A. Weinberger Mgmt For For 1l. Election of Director: Nadja Y. West Mgmt For For 2. Advisory Vote to Approve Named Executive Mgmt Against Against Officer Compensation 3. Advisory Vote on the Frequency of Voting to Mgmt 1 Year For Approve Named Executive Officer Compensation 4. Ratification of Appointment of Mgmt For For PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm 5. Proposal Withdrawn (Federal Securities Laws Shr Abstain Mandatory Arbitration Bylaw) 6. Vaccine Pricing Report Shr For Against 7. Executive Compensation Adjustment Policy Shr For Against 8. Impact of Extended Patent Exclusivities on Shr For Against Product Access -------------------------------------------------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Agenda Number: 935797223 -------------------------------------------------------------------------------------------------------------------------- Security: 46625H100 Meeting Type: Annual Meeting Date: 16-May-2023 Ticker: JPM ISIN: US46625H1005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Linda B. Bammann Mgmt For For 1b. Election of Director: Stephen B. Burke Mgmt Against Against 1c. Election of Director: Todd A. Combs Mgmt For For 1d. Election of Director: James S. Crown Mgmt For For 1e. Election of Director: Alicia Boler Davis Mgmt For For 1f. Election of Director: James Dimon Mgmt For For 1g. Election of Director: Timothy P. Flynn Mgmt Against Against 1h. Election of Director: Alex Gorsky Mgmt For For 1i. Election of Director: Mellody Hobson Mgmt For For 1j. Election of Director: Michael A. Neal Mgmt For For 1k. Election of Director: Phebe N. Novakovic Mgmt For For 1l. Election of Director: Virginia M. Rometty Mgmt For For 2. Advisory resolution to approve executive Mgmt Against Against compensation 3. Advisory vote on frequency of advisory Mgmt 1 Year For resolution to approve executive compensation 4. Ratification of independent registered Mgmt For For public accounting firm 5. Independent board chairman Shr For Against 6. Fossil fuel phase out Shr For Against 7. Amending public responsibility committee Shr For Against charter to include mandate to oversee animal welfare impact and risk 8. Special shareholder meeting improvement Shr For Against 9. Report on climate transition planning Shr For Against 10. Report on ensuring respect for civil Shr Against For liberties 11. Report analyzing the congruence of the Shr For Against company's political and electioneering expenditures 12. Absolute GHG reduction goals Shr For Against -------------------------------------------------------------------------------------------------------------------------- KEYCORP Agenda Number: 935797386 -------------------------------------------------------------------------------------------------------------------------- Security: 493267108 Meeting Type: Annual Meeting Date: 11-May-2023 Ticker: KEY ISIN: US4932671088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Alexander M. Cutler Mgmt Against Against 1b. Election of Director: H. James Dallas Mgmt Against Against 1c. Election of Director: Elizabeth R. Gile Mgmt Against Against 1d. Election of Director: Ruth Ann M. Gillis Mgmt Against Against 1e. Election of Director: Christopher M. Gorman Mgmt Against Against 1f. Election of Director: Robin N. Hayes Mgmt For For 1g. Election of Director: Carlton L. Highsmith Mgmt For For 1h. Election of Director: Richard J. Hipple Mgmt Against Against 1i. Election of Director: Devina A. Rankin Mgmt For For 1j. Election of Director: Barbara R. Snyder Mgmt Against Against 1k. Election of Director: Richard J. Tobin Mgmt For For 1l. Election of Director: Todd J. Vasos Mgmt For For 1m. Election of Director: David K. Wilson Mgmt For For 2. Ratification of the appointment of Mgmt For For independent auditor. 3. Advisory approval of executive Mgmt For For compensation. 4. Advisory vote on the frequency of the Mgmt 1 Year For advisory vote on executive compensation. 5. Approval of the KeyCorp Amended and Mgmt Against Against Restated 2019 Equity Compensation Plan. 6. Shareholder proposal seeking an independent Shr For Against Board Chairperson. -------------------------------------------------------------------------------------------------------------------------- KIMBERLY-CLARK CORPORATION Agenda Number: 935770140 -------------------------------------------------------------------------------------------------------------------------- Security: 494368103 Meeting Type: Annual Meeting Date: 20-Apr-2023 Ticker: KMB ISIN: US4943681035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a term expire at Mgmt For For 2024 Annual Meeting: Sylvia M. Burwell 1b. Election of Director for a term expire at Mgmt For For 2024 Annual Meeting: John W. Culver 1c. Election of Director for a term expire at Mgmt For For 2024 Annual Meeting: Michael D. Hsu 1d. Election of Director for a term expire at Mgmt Against Against 2024 Annual Meeting: Mae C. Jemison, M.D. 1e. Election of Director for a term expire at Mgmt For For 2024 Annual Meeting: S. Todd Maclin 1f. Election of Director for a term expire at Mgmt For For 2024 Annual Meeting: Deirdre A. Mahlan 1g. Election of Director for a term expire at Mgmt For For 2024 Annual Meeting: Sherilyn S. McCoy 1h. Election of Director for a term expire at Mgmt For For 2024 Annual Meeting: Christa S. Quarles 1i. Election of Director for a term expire at Mgmt For For 2024 Annual Meeting: Jaime A. Ramirez 1j. Election of Director for a term expire at Mgmt For For 2024 Annual Meeting: Dunia A. Shive 1k. Election of Director for a term expire at Mgmt For For 2024 Annual Meeting: Mark T. Smucker 1l. Election of Director for a term expire at Mgmt For For 2024 Annual Meeting: Michael D. White 2. Ratification of Auditor. Mgmt For For 3. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation. 4. Advisory Vote on the Frequency of Future Mgmt 1 Year For Advisory Votes on Executive Compensation. -------------------------------------------------------------------------------------------------------------------------- LEAR CORPORATION Agenda Number: 935801298 -------------------------------------------------------------------------------------------------------------------------- Security: 521865204 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: LEA ISIN: US5218652049 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Mei-Wei Cheng Mgmt For For 1b. Election of Director: Jonathan F. Foster Mgmt Against Against 1c. Election of Director: Bradley M. Halverson Mgmt For For 1d. Election of Director: Mary Lou Jepsen Mgmt For For 1e. Election of Director: Roger A. Krone Mgmt For For 1f. Election of Director: Patricia L. Lewis Mgmt For For 1g. Election of Director: Kathleen A. Ligocki Mgmt For For 1h. Election of Director: Conrad L. Mallett, Mgmt Against Against Jr. 1i. Election of Director: Raymond E. Scott Mgmt For For 1j. Election of Director: Gregory C. Smith Mgmt Against Against 2. Ratification of the retention of Ernst & Mgmt For For Young LLP as Lear Corporation's (the "Company") independent registered public accounting firm for 2023. 3. Approve, in a non-binding advisory vote, Mgmt For For the Company's executive compensation. 4. Approve, in a non-binding advisory vote, Mgmt 1 Year For the frequency of the advisory vote on the Company's executive compensation. 5. Approve the amendment and restatement of Mgmt Against Against the Company's 2019 Long-Term Stock Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- LEGGETT & PLATT, INCORPORATED Agenda Number: 935774631 -------------------------------------------------------------------------------------------------------------------------- Security: 524660107 Meeting Type: Annual Meeting Date: 04-May-2023 Ticker: LEG ISIN: US5246601075 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Angela Barbee Mgmt For For 1b. Election of Director: Mark A. Blinn Mgmt For For 1c. Election of Director: Robert E. Brunner Mgmt Against Against 1d. Election of Director: Mary Campbell Mgmt Against Against 1e. Election of Director: J. Mitchell Dolloff Mgmt For For 1f. Election of Director: Manuel A. Fernandez Mgmt Against Against 1g. Election of Director: Karl G. Glassman Mgmt For For 1h. Election of Director: Joseph W. McClanathan Mgmt Against Against 1i. Election of Director: Srikanth Padmanabhan Mgmt Against Against 1j. Election of Director: Jai Shah Mgmt For For 1k. Election of Director: Phoebe A. Wood Mgmt Against Against 2. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. 3. An advisory vote to approve named executive Mgmt For For officer compensation as described in the Company's proxy statement. 4. An advisory vote concerning the frequency Mgmt 1 Year For of future votes on named executive officer compensation to be held every. -------------------------------------------------------------------------------------------------------------------------- LENNAR CORPORATION Agenda Number: 935769159 -------------------------------------------------------------------------------------------------------------------------- Security: 526057104 Meeting Type: Annual Meeting Date: 12-Apr-2023 Ticker: LEN ISIN: US5260571048 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting of Stockholders: Amy Banse 1b. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting of Stockholders: Rick Beckwitt 1c. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting of Stockholders: Tig Gilliam 1d. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting of Stockholders: Sherrill W. Hudson 1e. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting of Stockholders: Jonathan M. Jaffe 1f. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting of Stockholders: Sidney Lapidus 1g. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting of Stockholders: Teri P. McClure 1h. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting of Stockholders: Stuart Miller 1i. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting of Stockholders: Armando Olivera 1j. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting of Stockholders: Jeffrey Sonnenfeld 2. Approval, on an advisory basis, of the Mgmt Against Against compensation of our named executive officers. 3. Approval, on an advisory basis, of the Mgmt 1 Year For frequency of the stockholder vote on the compensation of our named executive officers. 4. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, 2023. 5. Vote on a stockholder proposal regarding Shr For Against the elimination of our dual-class common stock voting structure. -------------------------------------------------------------------------------------------------------------------------- LINCOLN NATIONAL CORPORATION Agenda Number: 935794417 -------------------------------------------------------------------------------------------------------------------------- Security: 534187109 Meeting Type: Annual Meeting Date: 25-May-2023 Ticker: LNC ISIN: US5341871094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting: Deirdre P. Connelly 1b. Election of Director for a one-year term Mgmt Against Against expiring at the 2024 Annual Meeting: Ellen G. Cooper 1c. Election of Director for a one-year term Mgmt Against Against expiring at the 2024 Annual Meeting: William H. Cunningham 1d. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting: Reginald E. Davis 1e. Election of Director for a one-year term Mgmt Against Against expiring at the 2024 Annual Meeting: Eric G. Johnson 1f. Election of Director for a one-year term Mgmt Against Against expiring at the 2024 Annual Meeting: Gary C. Kelly 1g. Election of Director for a one-year term Mgmt Against Against expiring at the 2024 Annual Meeting: M. Leanne Lachman 1h. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting: Dale LeFebvre 1i. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting: Janet Liang 1j. Election of Director for a one-year term Mgmt Against Against expiring at the 2024 Annual Meeting: Michael F. Mee 1k. Election of Director for a one-year term Mgmt For For expiring at the 2024 Annual Meeting: Lynn M. Utter 2. The ratification of the appointment of Mgmt For For Ernst & Young LLP as the independent registered public accounting firm for 2023. 3. The approval of an advisory resolution on Mgmt For For the compensation of our named executive officers. 4. Respond to an advisory proposal regarding Mgmt 1 Year For the frequency (every one, two or three years) of future advisory resolutions on the compensation of our named executive officers. 5. The approval of an amendment to the Lincoln Mgmt Against Against National Corporation 2020 Incentive Compensation Plan. 6. Shareholder proposal to amend our governing Shr For Against documents to provide an independent chair of the board. 7. Shareholder proposal to require shareholder Shr For Against ratification of executive termination pay. -------------------------------------------------------------------------------------------------------------------------- LKQ CORPORATION Agenda Number: 935790433 -------------------------------------------------------------------------------------------------------------------------- Security: 501889208 Meeting Type: Annual Meeting Date: 09-May-2023 Ticker: LKQ ISIN: US5018892084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Patrick Berard Mgmt For For 1b. Election of Director: Meg A. Divitto Mgmt For For 1c. Election of Director: Joseph M. Holsten Mgmt For For 1d. Election of Director: Blythe J. McGarvie Mgmt Against Against 1e. Election of Director: John W. Mendel Mgmt For For 1f. Election of Director: Jody G. Miller Mgmt For For 1g. Election of Director: Guhan Subramanian Mgmt Against Against 1h. Election of Director: Xavier Urbain Mgmt For For 1i. Election of Director: Dominick Zarcone Mgmt For For 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023. 3. Approval, on an advisory basis, of the Mgmt For For compensation of our named executive officers. 4. Advisory vote on the frequency of holding Mgmt 1 Year For an advisory vote on executive compensation. -------------------------------------------------------------------------------------------------------------------------- LYONDELLBASELL INDUSTRIES N.V. Agenda Number: 935847256 -------------------------------------------------------------------------------------------------------------------------- Security: N53745100 Meeting Type: Annual Meeting Date: 19-May-2023 Ticker: LYB ISIN: NL0009434992 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jacques Aigrain Mgmt Against Against 1b. Election of Director: Lincoln Benet Mgmt Against Against 1c. Election of Director: Robin Buchanan Mgmt Against Against 1d. Election of Director: Anthony (Tony) Chase Mgmt For For 1e. Election of Director: Robert (Bob) Dudley Mgmt For For 1f. Election of Director: Claire Farley Mgmt Against Against 1g. Election of Director: Rita Griffin Mgmt For For 1h. Election of Director: Michael Hanley Mgmt For For 1i. Election of Director: Virginia Kamsky Mgmt For For 1j. Election of Director: Albert Manifold Mgmt For For 1k. Election of Director: Peter Vanacker Mgmt For For 2. Discharge of Directors from Liability Mgmt For For 3. Adoption of 2022 Dutch Statutory Annual Mgmt For For Accounts 4. Appointment of PricewaterhouseCoopers Mgmt For For Accountants N.V. as the Auditor of our 2023 Dutch Statutory Annual Accounts 5. Ratification of PricewaterhouseCoopers LLP Mgmt For For as our Independent Registered Public Accounting Firm 6. Advisory Vote Approving Executive Mgmt For For Compensation (Say-on-Pay) 7. Advisory Vote on Frequency of Say-on-Pay Mgmt 1 Year For Vote 8. Authorization to Conduct Share Repurchases Mgmt For For 9. Cancellation of Shares Mgmt For For -------------------------------------------------------------------------------------------------------------------------- M&T BANK CORPORATION Agenda Number: 935775873 -------------------------------------------------------------------------------------------------------------------------- Security: 55261F104 Meeting Type: Annual Meeting Date: 18-Apr-2023 Ticker: MTB ISIN: US55261F1049 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt Against Against UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: John P. Barnes 1b. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt Against Against UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Robert T. Brady 1c. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt For For UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Carlton J. Charles 1d. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt For For UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Jane Chwick 1e. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt For For UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: William F. Cruger, Jr. 1f. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt Against Against UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: T. Jefferson Cunningham III 1g. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt Against Against UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Gary N. Geisel 1h. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt For For UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Leslie V. Godridge 1i. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt Against Against UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Rene F. Jones 1j. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt For For UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Richard H. Ledgett, Jr. 1k. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt Against Against UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Melinda R. Rich 1l. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt Against Against UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Robert E. Sadler, Jr. 1m. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt For For UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Denis J. Salamone 1n. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt Against Against UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: John R. Scannell 1o. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt For For UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Rudina Seseri 1p. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt Against Against UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Kirk W. Walters 1q. ELECTION OF DIRECTOR FOR ONE-YEAR TERM AND Mgmt Against Against UNTIL THEIR SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED: Herbert L. Washington 2. TO APPROVE THE 2022 COMPENSATION OF M&T Mgmt For For BANK CORPORATION'S NAMED EXECUTIVE OFFICERS. 3. TO RECOMMEND THE FREQUENCY OF FUTURE Mgmt 1 Year For ADVISORY VOTES ON THE COMPENSATION OF M&T BANK CORPORATION'S NAMED EXECUTIVE OFFICERS. 4. TO APPROVE THE AMENDMENT AND RESTATEMENT OF Mgmt Against Against THE M&T BANK CORPORATION 2019 EQUITY INCENTIVE COMPENSATION PLAN. 5. TO RATIFY THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2023. -------------------------------------------------------------------------------------------------------------------------- MANPOWERGROUP INC. Agenda Number: 935790205 -------------------------------------------------------------------------------------------------------------------------- Security: 56418H100 Meeting Type: Annual Meeting Date: 05-May-2023 Ticker: MAN ISIN: US56418H1005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Jean-Philippe Mgmt For For Courtois 1B. Election of Director: William Downe Mgmt Against Against 1C. Election of Director: John F. Ferraro Mgmt For For 1D. Election of Director: William P. Gipson Mgmt For For 1E. Election of Director: Patricia Hemingway Mgmt Against Against Hall 1F. Election of Director: Julie M. Howard Mgmt For For 1G. Election of Director: Ulice Payne, Jr. Mgmt Against Against 1H. Election of Director: Muriel Penicaud Mgmt For For 1I. Election of Director: Jonas Prising Mgmt For For 1J. Election of Director: Paul Read Mgmt For For 1K. Election of Director: Elizabeth P. Sartain Mgmt Against Against 1L. Election of Director: Michael J. Van Handel Mgmt For For 2. Ratification of Deloitte & Touche LLP as Mgmt For For our independent auditors for 2023. 3. Advisory vote to approve the compensation Mgmt For For of our named executive officers. 4. Advisory vote on the frequency of the Mgmt 1 Year For advisory vote on the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- MARATHON PETROLEUM CORPORATION Agenda Number: 935780999 -------------------------------------------------------------------------------------------------------------------------- Security: 56585A102 Meeting Type: Annual Meeting Date: 26-Apr-2023 Ticker: MPC ISIN: US56585A1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class III Director for a Mgmt Abstain Against three-year term expiring in 2026: J. Michael Stice 1b. Election of Class III Director for a Mgmt Abstain Against three-year term expiring in 2026: John P. Surma 1c. Election of Class III Director for a Mgmt Abstain Against three-year term expiring in 2026: Susan Tomasky 1d. Election of Class III Director for a Mgmt Abstain Against three-year term expiring in 2026: Toni Townes-Whitley 2. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as the company's independent auditor for 2023. 3. Approval, on an advisory basis, of the Mgmt Against Against company's named executive officer compensation. 4. Approval of an amendment to the company's Mgmt For For Restated Certificate of Incorporation to declassify the Board of Directors. 5. Approval of an amendment to the company's Mgmt For For Restated Certificate of Incorporation to eliminate the supermajority provisions. 6. Approval of an amendment to the company's Mgmt For For Restated Certificate of Incorporation to increase the maximum size of the Board of Directors. 7. Shareholder proposal seeking a simple Shr For Against majority vote. 8. Shareholder proposal seeking an amendment Shr For Against to the company's existing clawback provisions. 9. Shareholder proposal seeking a report on Shr For Against just transition. 10. Shareholder proposal seeking an audited Shr For Against report on asset retirement obligations. -------------------------------------------------------------------------------------------------------------------------- MARRIOTT INTERNATIONAL, INC. Agenda Number: 935797564 -------------------------------------------------------------------------------------------------------------------------- Security: 571903202 Meeting Type: Annual Meeting Date: 12-May-2023 Ticker: MAR ISIN: US5719032022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. ELECTION OF DIRECTOR: Anthony G. Capuano Mgmt For For 1b. ELECTION OF DIRECTOR: Isabella D. Goren Mgmt For For 1c. ELECTION OF DIRECTOR: Deborah M. Harrison Mgmt For For 1d. ELECTION OF DIRECTOR: Frederick A. Mgmt For For Henderson 1e. ELECTION OF DIRECTOR: Eric Hippeau Mgmt For For 1f. ELECTION OF DIRECTOR: Lauren R. Hobart Mgmt For For 1g. ELECTION OF DIRECTOR: Debra L. Lee Mgmt Against Against 1h. ELECTION OF DIRECTOR: Aylwin B. Lewis Mgmt For For 1i. ELECTION OF DIRECTOR: David S. Marriott Mgmt For For 1j. ELECTION OF DIRECTOR: Margaret M. McCarthy Mgmt For For 1k. ELECTION OF DIRECTOR: Grant F. Reid Mgmt For For 1l. ELECTION OF DIRECTOR: Horacio D. Rozanski Mgmt For For 1m. ELECTION OF DIRECTOR: Susan C. Schwab Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For YOUNG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2023 3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For COMPENSATION 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE Mgmt 1 Year For ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION 5. APPROVAL OF THE 2023 MARRIOTT Mgmt Against Against INTERNATIONAL, INC. STOCK AND CASH INCENTIVE PLAN 6. STOCKHOLDER RESOLUTION REQUESTING THAT THE Shr Against For COMPANY PUBLISH A CONGRUENCY REPORT OF PARTNERSHIPS WITH GLOBALIST ORGANIZATIONS 7. STOCKHOLDER RESOLUTION REQUESTING THE Shr For Against COMPANY ANNUALLY PREPARE A PAY EQUITY DISCLOSURE -------------------------------------------------------------------------------------------------------------------------- MARRIOTT VACATIONS WORLDWIDE CORPORATION Agenda Number: 935791827 -------------------------------------------------------------------------------------------------------------------------- Security: 57164Y107 Meeting Type: Annual Meeting Date: 12-May-2023 Ticker: VAC ISIN: US57164Y1073 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Charles Elliott Andrews Mgmt For For William W. McCarten Mgmt Withheld Against William J. Shaw Mgmt Withheld Against 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as the Company's independent registered public accounting firm for its 2023 fiscal year. 3. Advisory vote to approve named executive Mgmt For For officer compensation. 4. Approval of management proposal to amend Mgmt For For the Company's Restated Certificate of Incorporation to provide for the phased-in declassification of the Board of Directors. -------------------------------------------------------------------------------------------------------------------------- MARSH & MCLENNAN COMPANIES, INC. Agenda Number: 935801541 -------------------------------------------------------------------------------------------------------------------------- Security: 571748102 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: MMC ISIN: US5717481023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Anthony K. Anderson Mgmt For For 1b. Election of Director: John Q. Doyle Mgmt Against Against 1c. Election of Director: Hafize Gaye Erkan Mgmt For For 1d. Election of Director: Oscar Fanjul Mgmt Against Against 1e. Election of Director: H. Edward Hanway Mgmt Against Against 1f. Election of Director: Judith Hartmann Mgmt For For 1g. Election of Director: Deborah C. Hopkins Mgmt For For 1h. Election of Director: Tamara Ingram Mgmt For For 1i. Election of Director: Jane H. Lute Mgmt For For 1j. Election of Director: Steven A. Mills Mgmt Against Against 1k. Election of Director: Bruce P. Nolop Mgmt Against Against 1l. Election of Director: Morton O. Schapiro Mgmt Against Against 1m. Election of Director: Lloyd M. Yates Mgmt Against Against 1n. Election of Director: Ray G. Young Mgmt For For 2. Advisory (Nonbinding) Vote to Approve Named Mgmt Against Against Executive Officer Compensation 3. Advisory (Nonbinding) Vote on the Frequency Mgmt 1 Year For of Future Votes on Named Executive Officer Compensation 4. Ratification of Selection of Independent Mgmt For For Registered Public Accounting Firm -------------------------------------------------------------------------------------------------------------------------- MASTERCARD INCORPORATED Agenda Number: 935858437 -------------------------------------------------------------------------------------------------------------------------- Security: 57636Q104 Meeting Type: Annual Meeting Date: 27-Jun-2023 Ticker: MA ISIN: US57636Q1040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. ELECTION OF DIRECTOR: Merit E. Janow Mgmt For For 1b. ELECTION OF DIRECTOR: Candido Bracher Mgmt For For 1c. ELECTION OF DIRECTOR: Richard K. Davis Mgmt For For 1d. ELECTION OF DIRECTOR: Julius Genachowski Mgmt For For 1e. ELECTION OF DIRECTOR: Choon Phong Goh Mgmt Against Against 1f. ELECTION OF DIRECTOR: Oki Matsumoto Mgmt For For 1g. ELECTION OF DIRECTOR: Michael Miebach Mgmt For For 1h. ELECTION OF DIRECTOR: Youngme Moon Mgmt For For 1i. ELECTION OF DIRECTOR: Rima Qureshi Mgmt Against Against 1j. ELECTION OF DIRECTOR: Gabrielle Sulzberger Mgmt For For 1k. ELECTION OF DIRECTOR: Harit Talwar Mgmt For For 1l. ELECTION OF DIRECTOR: Lance Uggla Mgmt For For 2. Advisory approval of Mastercard's executive Mgmt For For compensation. 3. Advisory approval of the frequency of Mgmt 1 Year For future advisory votes on executive compensation. 4. Approval of Mastercard Incorporated Mgmt For For Employee Stock Purchase Plan. 5. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2023. 6. Consideration of a stockholder proposal Shr Against For requesting a report on ensuring respect for civil liberties. 7. Consideration of a stockholder proposal Shr For Against requesting a report on Mastercard's stance on new Merchant Category Code. 8. Consideration of a stockholder proposal Shr For Against requesting lobbying disclosure. 9. Consideration of a stockholder proposal Shr Against For requesting stockholders approve advance notice bylaw amendments. 10. Consideration of a stockholder proposal Shr Against For requesting a report on the cost-benefit analysis of diversity and inclusion efforts. -------------------------------------------------------------------------------------------------------------------------- MCDONALD'S CORPORATION Agenda Number: 935819788 -------------------------------------------------------------------------------------------------------------------------- Security: 580135101 Meeting Type: Annual Meeting Date: 25-May-2023 Ticker: MCD ISIN: US5801351017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Anthony Capuano 1b. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Kareem Daniel 1c. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Lloyd Dean 1d. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Catherine Engelbert 1e. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Margaret Georgiadis 1f. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting: Enrique Hernandez, Jr. 1g. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Christopher Kempczinski 1h. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting: Richard Lenny 1i. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: John Mulligan 1j. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Jennifer Taubert 1k. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Paul Walsh 1l. Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Amy Weaver 1m. Election of Director to serve until the Mgmt Against Against 2024 Annual Meeting: Miles White 2. Advisory vote to approve executive Mgmt Against Against compensation. 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. 4. Advisory vote to ratify the appointment of Mgmt For For Ernst & Young LLP as independent auditor for 2023. 5. Advisory Vote on Adoption of Antibiotics Shr For Against Policy (1 of 2). 6. Advisory Vote on Adoption of Antibiotics Shr For Against Policy (2 of 2). 7. Advisory Vote on Annual Report on Shr Against For "Communist China." 8. Advisory Vote on Civil Rights & Returns to Shr Against For Merit Audit. 9. Advisory Vote on Annual Report on Lobbying Shr For Against Activities. 10. Advisory Vote on Annual Report on Global Shr For Against Political Influence. 11. Advisory Vote on Poultry Welfare Shr For Against Disclosure. -------------------------------------------------------------------------------------------------------------------------- MERCK & CO., INC. Agenda Number: 935809080 -------------------------------------------------------------------------------------------------------------------------- Security: 58933Y105 Meeting Type: Annual Meeting Date: 23-May-2023 Ticker: MRK ISIN: US58933Y1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Douglas M. Baker, Jr. Mgmt For For 1b. Election of Director: Mary Ellen Coe Mgmt For For 1c. Election of Director: Pamela J. Craig Mgmt For For 1d. Election of Director: Robert M. Davis Mgmt For For 1e. Election of Director: Thomas H. Glocer Mgmt Against Against 1f. Election of Director: Risa J. Mgmt For For Lavizzo-Mourey, M.D. 1g. Election of Director: Stephen L. Mayo, Mgmt For For Ph.D. 1h. Election of Director: Paul B. Rothman, M.D. Mgmt For For 1i. Election of Director: Patricia F. Russo Mgmt Against Against 1j. Election of Director: Christine E. Seidman, Mgmt For For M.D. 1k. Election of Director: Inge G. Thulin Mgmt For For 1l. Election of Director: Kathy J. Warden Mgmt For For 1m. Election of Director: Peter C. Wendell Mgmt Against Against 2. Non-binding advisory vote to approve the Mgmt Against Against compensation of our named executive officers. 3. Non-binding advisory vote to approve the Mgmt 1 Year For frequency of future votes to approve the compensation of our named executive officers. 4. Ratification of the appointment of the Mgmt For For Company's independent registered public accounting firm for 2023. 5. Shareholder proposal regarding business Shr Against For operations in China. 6. Shareholder proposal regarding access to Shr For Against COVID-19 products. 7. Shareholder proposal regarding indirect Shr Against For political spending. 8. Shareholder proposal regarding patents and Shr For Against access. 9. Shareholder proposal regarding a congruency Shr Against For report of partnerships with globalist organizations. 10. Shareholder proposal regarding an Shr For Against independent board chairman. -------------------------------------------------------------------------------------------------------------------------- META PLATFORMS, INC. Agenda Number: 935830960 -------------------------------------------------------------------------------------------------------------------------- Security: 30303M102 Meeting Type: Annual Meeting Date: 31-May-2023 Ticker: META ISIN: US30303M1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Peggy Alford Mgmt Withheld Against Marc L. Andreessen Mgmt Withheld Against Andrew W. Houston Mgmt Withheld Against Nancy Killefer Mgmt For For Robert M. Kimmitt Mgmt For For Sheryl K. Sandberg Mgmt For For Tracey T. Travis Mgmt For For Tony Xu Mgmt Withheld Against Mark Zuckerberg Mgmt Withheld Against 2. To ratify the appointment of Ernst & Young Mgmt Against Against LLP as Meta Platforms, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2023. 3. A shareholder proposal regarding government Shr Against For takedown requests. 4. A shareholder proposal regarding dual class Shr For Against capital structure. 5. A shareholder proposal regarding human Shr For Against rights impact assessment of targeted advertising. 6. A shareholder proposal regarding report on Shr For Against lobbying disclosures. 7. A shareholder proposal regarding report on Shr For Against allegations of political entanglement and content management biases in India. 8. A shareholder proposal regarding report on Shr For Against framework to assess company lobbying alignment with climate goals. 9. A shareholder proposal regarding report on Shr For Against reproductive rights and data privacy. 10. A shareholder proposal regarding report on Shr For Against enforcement of Community Standards and user content. 11. A shareholder proposal regarding report on Shr For Against child safety impacts and actual harm reduction to children. 12. A shareholder proposal regarding report on Shr For Against pay calibration to externalized costs. 13. A shareholder proposal regarding Shr For Against performance review of the audit & risk oversight committee. -------------------------------------------------------------------------------------------------------------------------- MICROSOFT CORPORATION Agenda Number: 935722567 -------------------------------------------------------------------------------------------------------------------------- Security: 594918104 Meeting Type: Annual Meeting Date: 13-Dec-2022 Ticker: MSFT ISIN: US5949181045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Reid G. Hoffman Mgmt For For 1b. Election of Director: Hugh F. Johnston Mgmt For For 1c. Election of Director: Teri L. List Mgmt For For 1d. Election of Director: Satya Nadella Mgmt For For 1e. Election of Director: Sandra E. Peterson Mgmt For For 1f. Election of Director: Penny S. Pritzker Mgmt For For 1g. Election of Director: Carlos A. Rodriguez Mgmt For For 1h. Election of Director: Charles W. Scharf Mgmt For For 1i. Election of Director: John W. Stanton Mgmt For For 1j. Election of Director: John W. Thompson Mgmt For For 1k. Election of Director: Emma N. Walmsley Mgmt For For 1l. Election of Director: Padmasree Warrior Mgmt For For 2. Advisory vote to approve named executive Mgmt For For officer compensation 3. Ratification of the Selection of Deloitte & Mgmt For For Touche LLP as our Independent Auditor for Fiscal Year 2023 4. Shareholder Proposal - Cost/Benefit Shr Against For Analysis of Diversity and Inclusion 5. Shareholder Proposal - Report on Hiring of Shr For Against Persons with Arrest or Incarceration Records 6. Shareholder Proposal - Report on Investment Shr For Against of Retirement Funds in Companies Contributing to Climate Change 7. Shareholder Proposal - Report on Government Shr For Against Use of Microsoft Technology 8. Shareholder Proposal - Report on Shr For Against Development of Products for Military 9. Shareholder Proposal - Report on Tax Shr For Against Transparency -------------------------------------------------------------------------------------------------------------------------- MONDELEZ INTERNATIONAL, INC. Agenda Number: 935809357 -------------------------------------------------------------------------------------------------------------------------- Security: 609207105 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: MDLZ ISIN: US6092071058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lewis W.K. Booth Mgmt For For 1b. Election of Director: Charles E. Bunch Mgmt For For 1c. Election of Director: Ertharin Cousin Mgmt For For 1d. Election of Director: Jorge S. Mesquita Mgmt Against Against 1e. Election of Director: Anindita Mukherjee Mgmt For For 1f. Election of Director: Jane Hamilton Nielsen Mgmt For For 1g. Election of Director: Patrick T. Siewert Mgmt For For 1h. Election of Director: Michael A. Todman Mgmt For For 1i. Election of Director: Dirk Van de Put Mgmt For For 2. Advisory Vote to Approve Executive Mgmt Against Against Compensation. 3. Advisory Vote on the Frequency of Future Mgmt 1 Year For Votes to Approve Executive Compensation. 4. Ratification of the Selection of Mgmt For For PricewaterhouseCoopers LLP as Independent Registered Public Accountants for Fiscal Year Ending December 31, 2023. 5. Require Independent Chair of the Board. Shr For Against 6. Publish Annual Benchmarks for Achieving Shr For Against Company's 2025 Cage-Free Egg Goal. 7. Adopt Public Targets to Eradicate Child Shr For Against Labor in Cocoa Supply Chain -------------------------------------------------------------------------------------------------------------------------- NETFLIX, INC. Agenda Number: 935831126 -------------------------------------------------------------------------------------------------------------------------- Security: 64110L106 Meeting Type: Annual Meeting Date: 01-Jun-2023 Ticker: NFLX ISIN: US64110L1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Stockholders: Mathias Dopfner 1b. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Stockholders: Reed Hastings 1c. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Stockholders: Jay Hoag 1d. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Stockholders: Ted Sarandos 2. Ratification of appointment of independent Mgmt For For registered public accounting firm. 3. Advisory approval of named executive Mgmt Against Against officer compensation. 4. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. 5. Stockholder proposal entitled, "Proposal 5 Shr For Against - Reform the Current Impossible Special Shareholder Meeting Requirements," if properly presented at the meeting. 6. Stockholder proposal entitled, Shr Against For "Netflix-Exclusive Board of Directors," if properly presented at the meeting. 7. Stockholder proposal requesting a report on Shr For Against the Company's 401(K) Plan, if properly presented at the meeting. 8. Stockholder proposal entitled, "Policy on Shr For Against Freedom of Association," if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- NEXTERA ENERGY, INC. Agenda Number: 935808696 -------------------------------------------------------------------------------------------------------------------------- Security: 65339F101 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: NEE ISIN: US65339F1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Nicole S. Arnaboldi Mgmt For For 1b. Election of Director: Sherry S. Barrat Mgmt Against Against 1c. Election of Director: James L. Camaren Mgmt Against Against 1d. Election of Director: Kenneth B. Dunn Mgmt Against Against 1e. Election of Director: Naren K. Gursahaney Mgmt For For 1f. Election of Director: Kirk S. Hachigian Mgmt For For 1g. Election of Director: John W. Ketchum Mgmt For For 1h. Election of Director: Amy B. Lane Mgmt For For 1i. Election of Director: David L. Porges Mgmt For For 1j. Election of Director: Deborah "Dev" Mgmt For For Stahlkopf 1k. Election of Director: John A. Stall Mgmt For For 1l. Election of Director: Darryl L. Wilson Mgmt For For 2. Ratification of appointment of Deloitte & Mgmt For For Touche LLP as NextEra Energy's independent registered public accounting firm for 2023 3. Approval, by non-binding advisory vote, of Mgmt For For NextEra Energy's compensation of its named executive officers as disclosed in the proxy statement 4. Non-Binding advisory vote on whether Mgmt 1 Year For NextEra Energy should hold a non-binding shareholder advisory vote to approve NextEra Energy's compensation of its named executive officers every 1, 2 or 3 years 5. A proposal entitled "Board Skills Shr For Against Disclosure" requesting a chart of individual board skills -------------------------------------------------------------------------------------------------------------------------- NIKE, INC. Agenda Number: 935692803 -------------------------------------------------------------------------------------------------------------------------- Security: 654106103 Meeting Type: Annual Meeting Date: 09-Sep-2022 Ticker: NKE ISIN: US6541061031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class B Director: Alan B. Graf, Mgmt Withheld Against Jr. 1b. Election of Class B Director: Peter B. Mgmt For For Henry 1c. Election of Class B Director: Michelle A. Mgmt For For Peluso 2. To approve executive compensation by an Mgmt Against Against advisory vote. 3. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as independent registered public accounting firm. 4. To approve the amendment of the NIKE, Inc. Mgmt For For Employee Stock Purchase Plan to increase authorized shares. 5. To consider a shareholder proposal Shr For Against regarding a policy on China sourcing, if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- NISOURCE INC. Agenda Number: 935817291 -------------------------------------------------------------------------------------------------------------------------- Security: 65473P105 Meeting Type: Annual Meeting Date: 23-May-2023 Ticker: NI ISIN: US65473P1057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to hold office until Mgmt For For the next Annual Stockholders' Meeting: Peter A. Altabef 1b. Election of Director to hold office until Mgmt For For the next Annual Stockholders' Meeting: Sondra L. Barbour 1c. Election of Director to hold office until Mgmt For For the next Annual Stockholders' Meeting: Theodore H. Bunting, Jr. 1d. Election of Director to hold office until Mgmt For For the next Annual Stockholders' Meeting: Eric L. Butler 1e. Election of Director to hold office until Mgmt Against Against the next Annual Stockholders' Meeting: Aristides S. Candris 1f. Election of Director to hold office until Mgmt Against Against the next Annual Stockholders' Meeting: Deborah A. Henretta 1g. Election of Director to hold office until Mgmt For For the next Annual Stockholders' Meeting: Deborah A. P. Hersman 1h. Election of Director to hold office until Mgmt For For the next Annual Stockholders' Meeting: Michael E. Jesanis 1i. Election of Director to hold office until Mgmt For For the next Annual Stockholders' Meeting: William D. Johnson 1j. Election of Director to hold office until Mgmt Against Against the next Annual Stockholders' Meeting: Kevin T. Kabat 1k. Election of Director to hold office until Mgmt For For the next Annual Stockholders' Meeting: Cassandra S. Lee 1l. Election of Director to hold office until Mgmt For For the next Annual Stockholders' Meeting: Lloyd M. Yates 2. To approve named executive officer Mgmt For For compensation on an advisory basis. 3. To approve the frequency of future advisory Mgmt 1 Year For votes on named executive officer compensation on an advisory basis. 4. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as the Company's independent registered public accounting firm for 2023. 5. To approve an Amendment to our Amended and Mgmt For For Restated Certificate of Incorporation to increase the number of authorized shares of common stock. 6. Stockholder proposal requesting the Shr For Against adoption of a policy requiring the separation of the roles of Chairman of the Board and Chief Executive Officer. -------------------------------------------------------------------------------------------------------------------------- NORFOLK SOUTHERN CORPORATION Agenda Number: 935801729 -------------------------------------------------------------------------------------------------------------------------- Security: 655844108 Meeting Type: Annual Meeting Date: 11-May-2023 Ticker: NSC ISIN: US6558441084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Thomas D. Bell, Jr. Mgmt Against Against 1b. Election of Director: Mitchell E. Daniels, Mgmt Against Against Jr. 1c. Election of Director: Marcela E. Donadio Mgmt For For 1d. Election of Director: John C. Huffard, Jr. Mgmt For For 1e. Election of Director: Christopher T. Jones Mgmt Against Against 1f. Election of Director: Thomas C. Kelleher Mgmt For For 1g. Election of Director: Steven F. Leer Mgmt Against Against 1h. Election of Director: Michael D. Lockhart Mgmt Against Against 1i. Election of Director: Amy E. Miles Mgmt Against Against 1j. Election of Director: Claude Mongeau Mgmt For For 1k. Election of Director: Jennifer F. Scanlon Mgmt Against Against 1l. Election of Director: Alan H. Shaw Mgmt For For 1m. Election of Director: John R. Thompson Mgmt Against Against 2. Ratification of the appointment of KPMG Mgmt For For LLP, independent registered public accounting firm, as Norfolk Southern's independent auditors for the year ending December 31, 2023. 3. Approval of the advisory resolution on Mgmt Against Against executive compensation, as disclosed in the proxy statement for the 2023 Annual Meeting of Shareholders. 4. Frequency of advisory resolution on Mgmt 1 Year For executive compensation. 5. A shareholder proposal regarding street Shr For Against name and non-street name shareholders' rights to call a special meeting. -------------------------------------------------------------------------------------------------------------------------- NORTHROP GRUMMAN CORPORATION Agenda Number: 935809763 -------------------------------------------------------------------------------------------------------------------------- Security: 666807102 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: NOC ISIN: US6668071029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Kathy J. Warden Mgmt Against Against 1b. Election of Director: David P. Abney Mgmt For For 1c. Election of Director: Marianne C. Brown Mgmt For For 1d. Election of Director: Ann M. Fudge Mgmt For For 1e. Election of Director: Madeleine A. Kleiner Mgmt Against Against 1f. Election of Director: Arvind Krishna Mgmt For For 1g. Election of Director: Graham N. Robinson Mgmt For For 1h. Election of Director: Kimberly A. Ross Mgmt For For 1i. Election of Director: Gary Roughead Mgmt Against Against 1j. Election of Director: Thomas M. Schoewe Mgmt Against Against 1k. Election of Director: James S. Turley Mgmt For For 1l. Election of Director: Mark A. Welsh III Mgmt For For 1m. Election of Director: Mary A. Winston Mgmt For For 2. Proposal to approve, on an advisory basis, Mgmt Against Against the compensation of the Company's Named Executive Officers. 3. Proposal to vote on the preferred frequency Mgmt 1 Year For of future advisory votes on the compensation of the Company's Named Executive Officers. 4. Proposal to ratify the appointment of Mgmt For For Deloitte & Touche LLP as the Company's Independent Auditor for fiscal year ending December 31, 2023. 5. Proposal to amend the Company's Amended and Mgmt For For Restated Certificate of Incorporation to reduce the threshold to call a special meeting of shareholders. 6. Shareholder proposal to annually conduct an Shr For Against evaluation and issue a report describing the alignment of the Company's political activities with its human rights policy 7. Shareholder proposal to provide for an Shr For Against independent Board chair. -------------------------------------------------------------------------------------------------------------------------- NVIDIA CORPORATION Agenda Number: 935863224 -------------------------------------------------------------------------------------------------------------------------- Security: 67066G104 Meeting Type: Annual Meeting Date: 22-Jun-2023 Ticker: NVDA ISIN: US67066G1040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Robert K. Burgess Mgmt Against Against 1b. Election of Director: Tench Coxe Mgmt Against Against 1c. Election of Director: John O. Dabiri Mgmt For For 1d. Election of Director: Persis S. Drell Mgmt Against Against 1e. Election of Director: Jen-Hsun Huang Mgmt Against Against 1f. Election of Director: Dawn Hudson Mgmt For For 1g. Election of Director: Harvey C. Jones Mgmt Against Against 1h. Election of Director: Michael G. McCaffery Mgmt For For 1i. Election of Director: Stephen C. Neal Mgmt Against Against 1j. Election of Director: Mark L. Perry Mgmt Against Against 1k. Election of Director: A. Brooke Seawell Mgmt Against Against 1l. Election of Director: Aarti Shah Mgmt For For 1m. Election of Director: Mark A. Stevens Mgmt Against Against 2. Advisory approval of our executive Mgmt Against Against compensation. 3. Advisory approval of the frequency of Mgmt 1 Year For holding an advisory vote on our executive compensation. 4. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024. -------------------------------------------------------------------------------------------------------------------------- ON SEMICONDUCTOR CORPORATION Agenda Number: 935803468 -------------------------------------------------------------------------------------------------------------------------- Security: 682189105 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: ON ISIN: US6821891057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Atsushi Abe Mgmt Against Against 1b. Election of Director: Alan Campbell Mgmt Against Against 1c. Election of Director: Susan K. Carter Mgmt Against Against 1d. Election of Director: Thomas L. Deitrich Mgmt Against Against 1e. Election of Director: Hassane El-Khoury Mgmt For For 1f. Election of Director: Bruce E. Kiddoo Mgmt For For 1g. Election of Director: Paul A. Mascarenas Mgmt Against Against 1h. Election of Director: Gregory Waters Mgmt For For 1i. Election of Director: Christine Y. Yan Mgmt For For 2. Advisory vote to approve the compensation Mgmt For For of our named executive officers (Say-on-Pay). 3. Advisory vote to approve the frequency of Mgmt 1 Year For future Say-on-Pay votes. 4. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent registered accounting firm for the year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- ORACLE CORPORATION Agenda Number: 935715182 -------------------------------------------------------------------------------------------------------------------------- Security: 68389X105 Meeting Type: Annual Meeting Date: 16-Nov-2022 Ticker: ORCL ISIN: US68389X1054 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Awo Ablo Mgmt For For Jeffrey S. Berg Mgmt Withheld Against Michael J. Boskin Mgmt Withheld Against Safra A. Catz Mgmt Withheld Against Bruce R. Chizen Mgmt Withheld Against George H. Conrades Mgmt Withheld Against Lawrence J. Ellison Mgmt Withheld Against Rona A. Fairhead Mgmt Withheld Against Jeffrey O. Henley Mgmt Withheld Against Renee J. James Mgmt Withheld Against Charles W. Moorman Mgmt Withheld Against Leon E. Panetta Mgmt Withheld Against William G. Parrett Mgmt Withheld Against Naomi O. Seligman Mgmt Withheld Against Vishal Sikka Mgmt Withheld Against 2. Advisory Vote to Approve the Compensation Mgmt Against Against of our Named Executive Officers. 3. Ratification of the Selection of our Mgmt For For Independent Registered Public Accounting Firm. -------------------------------------------------------------------------------------------------------------------------- ORGANON & CO. Agenda Number: 935839588 -------------------------------------------------------------------------------------------------------------------------- Security: 68622V106 Meeting Type: Annual Meeting Date: 06-Jun-2023 Ticker: OGN ISIN: US68622V1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class II Director: Carrie S. Mgmt For For Cox 1b. Election of Class II Director: Alan Mgmt For For Ezekowitz, M.D. 1c. Election of Class II Director: Helene Mgmt For For Gayle, M.D. 1d. Election of Class II Director: Deborah Mgmt For For Leone 2. Approve, on a non-binding advisory basis, Mgmt Against Against the compensation of Organon's Named Executive Officers. 3. Ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as Organon's independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- PACCAR INC Agenda Number: 935776849 -------------------------------------------------------------------------------------------------------------------------- Security: 693718108 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: PCAR ISIN: US6937181088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve for one-year Mgmt Against Against term: Mark C. Pigott 1b. Election of Director to serve for one-year Mgmt Against Against term: Dame Alison J. Carnwath 1c. Election of Director to serve for one-year Mgmt For For term: Franklin L. Feder 1d. Election of Director to serve for one-year Mgmt Against Against term: R. Preston Feight 1e. Election of Director to serve for one-year Mgmt Against Against term: Kirk S. Hachigian 1f. Election of Director to serve for one-year Mgmt For For term: Barbara B. Hulit 1g. Election of Director to serve for one-year Mgmt Against Against term: Roderick C. McGeary 1h Election of Director to serve for one-year Mgmt For For term: Cynthia A. Niekamp 1i. Election of Director to serve for one-year Mgmt Against Against term: John M. Pigott 1j. Election of Director to serve for one-year Mgmt For For term: Ganesh Ramaswamy 1k. Election of Director to serve for one-year Mgmt Against Against term: Mark A. Schulz 1l. Election of Director to serve for one-year Mgmt Against Against term: Gregory M. E. Spierkel 2. Advisory resolution to approve executive Mgmt For For compensation 3. Advisory vote on the frequency of executive Mgmt 1 Year Against compensation votes 4. Advisory vote on the ratification of Mgmt For For independent auditors 5. Stockholder proposal regarding ratification Shr For Against of executive termination pay 6. Stockholder proposal regarding a report on Shr For Against climate-related policy engagement -------------------------------------------------------------------------------------------------------------------------- PACKAGING CORPORATION OF AMERICA Agenda Number: 935787397 -------------------------------------------------------------------------------------------------------------------------- Security: 695156109 Meeting Type: Annual Meeting Date: 02-May-2023 Ticker: PKG ISIN: US6951561090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Cheryl K. Beebe Mgmt Against Against 1b. Election of Director: Duane C. Farrington Mgmt For For 1c. Election of Director: Donna A. Harman Mgmt For For 1d. Election of Director: Mark W. Kowlzan Mgmt Against Against 1e. Election of Director: Robert C. Lyons Mgmt Against Against 1f. Election of Director: Thomas P. Maurer Mgmt For For 1g. Election of Director: Samuel M. Mencoff Mgmt Against Against 1h. Election of Director: Roger B. Porter Mgmt Against Against 1i. Election of Director: Thomas S. Souleles Mgmt Against Against 1j. Election of Director: Paul T. Stecko Mgmt Against Against 2. Proposal to ratify appointment of KPMG LLP Mgmt For For as our auditors. 3. Proposal to approve our executive Mgmt For For compensation. 4. Proposal on the frequency of the vote on Mgmt 1 Year For executive compensation. -------------------------------------------------------------------------------------------------------------------------- PAYPAL HOLDINGS, INC. Agenda Number: 935821036 -------------------------------------------------------------------------------------------------------------------------- Security: 70450Y103 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: PYPL ISIN: US70450Y1038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Rodney C. Adkins Mgmt For For 1b. Election of Director: Jonathan Christodoro Mgmt For For 1c. Election of Director: John J. Donahoe Mgmt For For 1d. Election of Director: David W. Dorman Mgmt For For 1e. Election of Director: Belinda J. Johnson Mgmt For For 1f. Election of Director: Enrique Lores Mgmt For For 1g. Election of Director: Gail J. McGovern Mgmt For For 1h. Election of Director: Deborah M. Messemer Mgmt For For 1i. Election of Director: David M. Moffett Mgmt For For 1j. Election of Director: Ann M. Sarnoff Mgmt For For 1k. Election of Director: Daniel H. Schulman Mgmt For For 1l. Election of Director: Frank D. Yeary Mgmt For For 2. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation. 3. Approval of the PayPal Holdings, Inc. 2015 Mgmt For For Equity Incentive Award Plan, as Amended and Restated. 4. Ratification of the Appointment of Mgmt For For PricewaterhouseCoopers LLP as Our Independent Auditor for 2023. 5. Stockholder Proposal - Provision of Shr For Against Services in Conflict Zones. 6. Stockholder Proposal - Reproductive Rights Shr For Against and Data Privacy. 7. Stockholder Proposal - PayPal Transparency Shr Abstain Against Reports. 8. Stockholder Proposal - Report on Ensuring Shr Against For Respect for Civil Liberties. 9. Stockholder Proposal - Adopt Majority Vote Shr Against For Standard for Director Elections. -------------------------------------------------------------------------------------------------------------------------- PEPSICO, INC. Agenda Number: 935784795 -------------------------------------------------------------------------------------------------------------------------- Security: 713448108 Meeting Type: Annual Meeting Date: 03-May-2023 Ticker: PEP ISIN: US7134481081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Segun Agbaje Mgmt For For 1b. Election of Director: Jennifer Bailey Mgmt For For 1c. Election of Director: Cesar Conde Mgmt For For 1d. Election of Director: Ian Cook Mgmt Against Against 1e. Election of Director: Edith W. Cooper Mgmt For For 1f. Election of Director: Susan M. Diamond Mgmt For For 1g. Election of Director: Dina Dublon Mgmt Against Against 1h. Election of Director: Michelle Gass Mgmt For For 1i. Election of Director: Ramon L. Laguarta Mgmt For For 1j. Election of Director: Dave J. Lewis Mgmt For For 1k. Election of Director: David C. Page Mgmt For For 1l. Election of Director: Robert C. Pohlad Mgmt For For 1m. Election of Director: Daniel Vasella Mgmt Against Against 1n. Election of Director: Darren Walker Mgmt For For 1o. Election of Director: Alberto Weisser Mgmt Against Against 2. Ratification of the appointment of KPMG LLP Mgmt For For as the Company's independent registered public accounting firm for fiscal year 2023. 3. Advisory approval of the Company's Mgmt Against Against executive compensation 4. Advisory vote on frequency of future Mgmt 1 Year For shareholder advisory approval of the Company's executive compensation. 5. Shareholder Proposal - Independent Board Shr For Against Chair. 6. Shareholder Proposal - Global Transparency Shr For Against Report. 7. Shareholder Proposal - Report on Impacts of Shr For Against Reproductive Healthcare Legislation 8. Shareholder Proposal - Congruency Report on Shr Against For Net-Zero Emissions Policies. -------------------------------------------------------------------------------------------------------------------------- PFIZER INC. Agenda Number: 935778451 -------------------------------------------------------------------------------------------------------------------------- Security: 717081103 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: PFE ISIN: US7170811035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Ronald E. Blaylock Mgmt For For 1b. Election of Director: Albert Bourla Mgmt For For 1c. Election of Director: Susan Mgmt For For Desmond-Hellmann 1d. Election of Director: Joseph J. Echevarria Mgmt For For 1e. Election of Director: Scott Gottlieb Mgmt For For 1f. Election of Director: Helen H. Hobbs Mgmt Against Against 1g. Election of Director: Susan Hockfield Mgmt For For 1h. Election of Director: Dan R. Littman Mgmt For For 1i. Election of Director: Shantanu Narayen Mgmt For For 1j. Election of Director: Suzanne Nora Johnson Mgmt Against Against 1k. Election of Director: James Quincey Mgmt For For 1l. Election of Director: James C. Smith Mgmt For For 2. Ratify the selection of KPMG LLP as Mgmt For For independent registered public accounting firm for 2023 3. 2023 advisory approval of executive Mgmt Against Against compensation 4. Advisory vote on frequency of future Mgmt 1 Year For advisory votes to approve executive compensation 5. Shareholder proposal regarding ratification Shr For Against of termination pay 6. Shareholder proposal regarding independent Shr For Against board chairman policy 7. Shareholder proposal regarding transfer of Shr For Against intellectual property to potential COVID-19 manufacturers feasibility report 8. Shareholder proposal regarding impact of Shr For Against extended patent exclusivities on product access report 9. Shareholder proposal regarding political Shr For Against contributions congruency report -------------------------------------------------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Agenda Number: 935785040 -------------------------------------------------------------------------------------------------------------------------- Security: 718172109 Meeting Type: Annual Meeting Date: 03-May-2023 Ticker: PM ISIN: US7181721090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Brant Bonin Bough Mgmt For For 1b. Election of Director: Andre Calantzopoulos Mgmt Against Against 1c. Election of Director: Michel Combes Mgmt For For 1d. Election of Director: Juan Jose Daboub Mgmt Against Against 1e. Election of Director: Werner Geissler Mgmt For For 1f. Election of Director: Lisa A. Hook Mgmt For For 1g. Election of Director: Jun Makihara Mgmt For For 1h. Election of Director: Kalpana Morparia Mgmt Against Against 1i. Election of Director: Jacek Olczak Mgmt For For 1j. Election of Director: Robert B. Polet Mgmt Against Against 1k. Election of Director: Dessislava Temperley Mgmt For For 1l. Election of Director: Shlomo Yanai Mgmt Against Against 2. Advisory Vote Approving Executive Mgmt Against Against Compensation 3. Advisory Vote on the Frequency of Future Mgmt 1 Year For Say-On-Pay Votes, with the Board of Directors Recommending a Say-On-Pay Vote 4. Ratification of the Selection of Mgmt For For Independent Auditors 5. Shareholder Proposal to make nicotine level Shr For Against information available to customers and begin reducing nicotine levels -------------------------------------------------------------------------------------------------------------------------- PHILLIPS 66 Agenda Number: 935793718 -------------------------------------------------------------------------------------------------------------------------- Security: 718546104 Meeting Type: Annual Meeting Date: 10-May-2023 Ticker: PSX ISIN: US7185461040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class II Director to Hold Mgmt For For Office until the 2026 Annual Meeting: Gregory J. Hayes 1b. Election of Class II Director to Hold Mgmt Against Against Office until the 2026 Annual Meeting: Charles M. Holley 1c. Election of Class II Director to Hold Mgmt Against Against Office until the 2026 Annual Meeting: Denise R. Singleton 1d. Election of Class II Director to Hold Mgmt Against Against Office until the 2026 Annual Meeting: Glenn F. Tilton 1e. Election of Class II Director to Hold Mgmt Against Against Office until the 2026 Annual Meeting: Marna C. Whittington 2. Management Proposal to Approve the Mgmt For For Declassification of the Board of Directors. 3. Advisory vote to approve our executive Mgmt Against Against compensation. 4. Ratification of the Appointment of Ernst & Mgmt For For Young LLP as the Company's independent registered public accounting firm. 5. Shareholder proposal requesting audited Shr For Against report on the impact to chemicals business under the System Change Scenario. -------------------------------------------------------------------------------------------------------------------------- PINNACLE WEST CAPITAL CORPORATION Agenda Number: 935811857 -------------------------------------------------------------------------------------------------------------------------- Security: 723484101 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: PNW ISIN: US7234841010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Glynis A. Bryan Mgmt For For G. A. de la Melena, Jr. Mgmt For For Richard P. Fox Mgmt For For Jeffrey B. Guldner Mgmt For For Kathryn L. Munro Mgmt Withheld Against Bruce J. Nordstrom Mgmt Withheld Against Paula J. Sims Mgmt For For William H. Spence Mgmt For For Kristine L. Svinicki Mgmt For For James E. Trevathan, Jr. Mgmt For For Director Withdrawn Mgmt Withheld Against 2. To hold an advisory vote to approve Mgmt For For executive compensation. 3. To hold an advisory vote on the frequency Mgmt 1 Year For of our shareholders advisory votes on executive compensation. 4. To approve the first amendment to the Mgmt Against Against Pinnacle West Capital Corporation 2021 Long-Term Incentive Plan. 5. To ratify the appointment of our Mgmt For For independent accountant for the year ending December 31, 2023. 6. To act upon a shareholder proposal Shr For Against requesting adoption of a policy separating the chairman and CEO roles and requiring an independent Board Chairman whenever possible, if properly presented at the 2023 Annual Meeting of Shareholders. -------------------------------------------------------------------------------------------------------------------------- PRINCIPAL FINANCIAL GROUP, INC. Agenda Number: 935804751 -------------------------------------------------------------------------------------------------------------------------- Security: 74251V102 Meeting Type: Annual Meeting Date: 16-May-2023 Ticker: PFG ISIN: US74251V1026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jonathan S. Auerbach Mgmt For For 1b. Election of Director: Mary E. Beams Mgmt For For 1c. Election of Director: Jocelyn Carter-Miller Mgmt Against Against 1d. Election of Director: Scott M. Mills Mgmt For For 1e. Election of Director: Claudio N. Muruzabal Mgmt For For 1f. Election of Director: H. Elizabeth Mitchell Mgmt For For 2. Advisory Approval of Compensation of Our Mgmt For For Named Executive Officers. 3. Advisory Approval of the Frequency of Mgmt 1 Year For Future Advisory Votes to Approve Compensation of our Named Executive Officers. 4. Ratification of Appointment of Ernst & Mgmt For For Young LLP as the Company's Independent Auditor for 2023. -------------------------------------------------------------------------------------------------------------------------- PROLOGIS, INC. Agenda Number: 935699554 -------------------------------------------------------------------------------------------------------------------------- Security: 74340W103 Meeting Type: Special Meeting Date: 28-Sep-2022 Ticker: PLD ISIN: US74340W1036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the "Prologis common stock Mgmt For For issuance proposal" (as defined in the Proxy Statement), which involves the issuance of common stock of Prologis, Inc. in connection with the merger of Duke Realty Corporation with and into Compton Merger Sub LLC, pursuant to which each outstanding share of Duke Realty Corporation common stock will be converted into the right to receive 0.475 of a newly issued share of Prologis, Inc. common stock, on the terms and conditions set forth in the Agreement and Plan of Merger, dated as of June 11, 2022. 2. To approve one or more adjournments of the Mgmt For For Prologis, Inc. special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the Prologis common stock issuance proposal (the "Prologis adjournment proposal"). -------------------------------------------------------------------------------------------------------------------------- PROLOGIS, INC. Agenda Number: 935786814 -------------------------------------------------------------------------------------------------------------------------- Security: 74340W103 Meeting Type: Annual Meeting Date: 04-May-2023 Ticker: PLD ISIN: US74340W1036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Hamid R. Moghadam Mgmt Against Against 1b. Election of Director: Cristina G. Bita Mgmt For For 1c. Election of Director: James B. Connor Mgmt Against Against 1d. Election of Director: George L. Fotiades Mgmt Against Against 1e. Election of Director: Lydia H. Kennard Mgmt Against Against 1f. Election of Director: Irving F. Lyons III Mgmt Against Against 1g. Election of Director: Avid Modjtabai Mgmt For For 1h. Election of Director: David P. O'Connor Mgmt For For 1i. Election of Director: Olivier Piani Mgmt For For 1j. Election of Director: Jeffrey L. Skelton Mgmt Against Against 1k. Election of Director: Carl B. Webb Mgmt Against Against 2. Advisory Vote to Approve the Company's Mgmt Against Against Executive Compensation for 2022. 3. Advisory Vote on the Frequency of Future Mgmt 1 Year For Advisory Votes on the Company's Executive Compensation. 4. Ratification of the Appointment of KPMG LLP Mgmt For For as the Company's Independent Registered Public Accounting Firm for the Year 2023. -------------------------------------------------------------------------------------------------------------------------- PRUDENTIAL FINANCIAL, INC. Agenda Number: 935793845 -------------------------------------------------------------------------------------------------------------------------- Security: 744320102 Meeting Type: Annual Meeting Date: 09-May-2023 Ticker: PRU ISIN: US7443201022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Gilbert F. Casellas Mgmt Against Against 1.2 Election of Director: Robert M. Falzon Mgmt Against Against 1.3 Election of Director: Martina Hund-Mejean Mgmt Against Against 1.4 Election of Director: Wendy E. Jones Mgmt For For 1.5 Election of Director: Charles F. Lowrey Mgmt Against Against 1.6 Election of Director: Sandra Pianalto Mgmt For For 1.7 Election of Director: Christine A. Poon Mgmt Against Against 1.8 Election of Director: Douglas A. Scovanner Mgmt For For 1.9 Election of Director: Michael A. Todman Mgmt For For 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023. 3. Advisory vote to approve named executive Mgmt For For officer compensation. 4. Advisory Vote on the frequency of future Mgmt 1 Year For advisory votes to approve named executive officer compensation. 5. Shareholder proposal regarding an Shr For Against Independent Board Chairman. -------------------------------------------------------------------------------------------------------------------------- PUBLIC SERVICE ENTERPRISE GROUP INC. Agenda Number: 935775417 -------------------------------------------------------------------------------------------------------------------------- Security: 744573106 Meeting Type: Annual Meeting Date: 18-Apr-2023 Ticker: PEG ISIN: US7445731067 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Ralph A. LaRossa Mgmt For For 1b. Election of Director: Susan Tomasky Mgmt Against Against 1c. Election of Director: Willie A. Deese Mgmt For For 1d. Election of Director: Jamie M. Gentoso Mgmt For For 1e. Election of Director: Barry H. Ostrowsky Mgmt For For 1f. Election of Director: Valerie A. Smith Mgmt For For 1g. Election of Director: Scott G. Stephenson Mgmt For For 1h. Election of Director: Laura A. Sugg Mgmt For For 1i. Election of Director: John P. Surma Mgmt For For 1j. Election of Director: Alfred W. Zollar Mgmt For For 2. Advisory Vote on the Approval of Executive Mgmt For For Compensation 3. Advisory Vote on the Frequency of Future Mgmt 1 Year For Advisory Votes on Executive Compensation 4a. Approval of Amendments to our Certificate Mgmt For For of Incorporation-to eliminate supermajority voting requirements for certain business combinations 4b. Approval of Amendments to our Certificate Mgmt For For of Incorporation and By-Laws-to eliminate supermajority voting requirements to remove a director without cause 4c. Approval of Amendments to our Certificate Mgmt For For of Incorporation-to eliminate supermajority voting requirement to make certain amendments to our By-Laws 5. Ratification of the Appointment of Deloitte Mgmt For For as Independent Auditor for 2023 -------------------------------------------------------------------------------------------------------------------------- QUALCOMM INCORPORATED Agenda Number: 935757281 -------------------------------------------------------------------------------------------------------------------------- Security: 747525103 Meeting Type: Annual Meeting Date: 08-Mar-2023 Ticker: QCOM ISIN: US7475251036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Sylvia Acevedo 1b. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Cristiano R. Amon 1c. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Mark Fields 1d. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Jeffrey W. Henderson 1e. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Gregory N. Johnson 1f. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Ann M. Livermore 1g. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Mark D. McLaughlin 1h. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Jamie S. Miller 1i. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Irene B. Rosenfeld 1j. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Kornelis (Neil) Smit 1k. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Jean-Pascal Tricoire 1l. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Anthony J. Vinciquerra 2. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 24, 2023. 3. Approval of the QUALCOMM Incorporated 2023 Mgmt Against Against Long-Term Incentive Plan. 4. Approval, on an advisory basis, of the Mgmt Against Against compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- QUANTA SERVICES, INC. Agenda Number: 935816263 -------------------------------------------------------------------------------------------------------------------------- Security: 74762E102 Meeting Type: Annual Meeting Date: 23-May-2023 Ticker: PWR ISIN: US74762E1029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Earl C. (Duke) Mgmt For For Austin, Jr. 1b. Election of Director: Doyle N. Beneby Mgmt For For 1c. Election of Director: Vincent D. Foster Mgmt Against Against 1d. Election of Director: Bernard Fried Mgmt Against Against 1e. Election of Director: Worthing F. Jackman Mgmt Against Against 1f. Election of Director: Holli C. Ladhani Mgmt For For 1g. Election of Director: David M. McClanahan Mgmt Against Against 1h. Election of Director: R. Scott Rowe Mgmt For For 1i. Election of Director: Margaret B. Shannon Mgmt For For 1j. Election of Director: Martha B. Wyrsch Mgmt Against Against 2. Approval, by non-binding advisory vote, of Mgmt Against Against Quanta's executive compensation. 3. Recommendation, by non-binding advisory Mgmt 1 Year For vote, on the frequency of future advisory votes on Quanta's executive compensation. 4. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as Quanta's independent registered public accounting firm for fiscal year 2023. -------------------------------------------------------------------------------------------------------------------------- RAYTHEON TECHNOLOGIES Agenda Number: 935780468 -------------------------------------------------------------------------------------------------------------------------- Security: 75513E101 Meeting Type: Annual Meeting Date: 02-May-2023 Ticker: RTX ISIN: US75513E1010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Tracy A. Atkinson Mgmt For For 1b. Election of Director: Leanne G. Caret Mgmt For For 1c. Election of Director: Bernard A. Harris, Mgmt For For Jr. 1d. Election of Director: Gregory J. Hayes Mgmt For For 1e. Election of Director: George R. Oliver Mgmt For For 1f. Election of Director: Robert K. (Kelly) Mgmt For For Ortberg 1g. Election of Director: Dinesh C. Paliwal Mgmt For For 1h. Election of Director: Ellen M. Pawlikowski Mgmt For For 1i. Election of Director: Denise L. Ramos Mgmt For For 1j. Election of Director: Fredric G. Reynolds Mgmt For For 1k. Election of Director: Brian C. Rogers Mgmt For For 1l. Election of Director: James A. Winnefeld, Mgmt For For Jr. 1m. Election of Director: Robert O. Work Mgmt For For 2. Advisory Vote to Approve Executive Mgmt For For Compensation 3. Advisory Vote on the Frequency of Mgmt 1 Year For Shareowner Votes on Named Executive Officer Compensation 4. Appoint PricewaterhouseCoopers LLP to Serve Mgmt For For as Independent Auditor for 2023 5. Approve an Amendment to the Restated Mgmt For For Certificate of Incorporation to Repeal Article Ninth 6. Approve an Amendment to the Restated Mgmt Against Against Certificate of Incorporation to Eliminate Personal Liability of Officers for Monetary Damages for Breach of Fiduciary Duty as an Officer 7. Shareowner Proposal Requesting the Board Shr For Against Adopt an Independent Board Chair Policy 8. Shareowner Proposal Requesting a Report on Shr For Against Greenhouse Gas Reduction Plan -------------------------------------------------------------------------------------------------------------------------- ROBERT HALF INTERNATIONAL INC. Agenda Number: 935829765 -------------------------------------------------------------------------------------------------------------------------- Security: 770323103 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: RHI ISIN: US7703231032 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Julia L. Coronado Mgmt Against Against 1b. Election of Director: Dirk A. Kempthorne Mgmt Against Against 1c. Election of Director: Harold M. Messmer, Mgmt Against Against Jr. 1d. Election of Director: Marc H. Morial Mgmt Against Against 1e. Election of Director: Robert J. Pace Mgmt Against Against 1f. Election of Director: Frederick A. Richman Mgmt Against Against 1g. Election of Director: M. Keith Waddell Mgmt Against Against 1h. Election of Director: Marnie H. Wilking Mgmt For For 2. Advisory vote to approve executive Mgmt For For compensation. 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. 4. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP, as the Company's independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- ROSS STORES, INC. Agenda Number: 935801539 -------------------------------------------------------------------------------------------------------------------------- Security: 778296103 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: ROST ISIN: US7782961038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: K. Gunnar Bjorklund Mgmt Against Against 1b. Election of Director: Michael J. Bush Mgmt Against Against 1c. Election of Director: Edward G. Cannizzaro Mgmt For For 1d. Election of Director: Sharon D. Garrett Mgmt Against Against 1e. Election of Director: Michael J. Hartshorn Mgmt Against Against 1f. Election of Director: Stephen D. Milligan Mgmt For For 1g. Election of Director: Patricia H. Mueller Mgmt For For 1h. Election of Director: George P. Orban Mgmt Against Against 1i. Election of Director: Larree M. Renda Mgmt For For 1j. Election of Director: Barbara Rentler Mgmt Against Against 1k. Election of Director: Doniel N. Sutton Mgmt For For 2. Advisory vote to approve the resolution on Mgmt For For the compensation of the named executive officers. 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. 4. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 3, 2024. -------------------------------------------------------------------------------------------------------------------------- S&P GLOBAL INC. Agenda Number: 935790445 -------------------------------------------------------------------------------------------------------------------------- Security: 78409V104 Meeting Type: Annual Meeting Date: 03-May-2023 Ticker: SPGI ISIN: US78409V1044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Marco Alvera Mgmt For For 1B. Election of Director: Jacques Esculier Mgmt For For 1C. Election of Director: Gay Huey Evans Mgmt For For 1D. Election of Director: William D. Green Mgmt Against Against 1E. Election of Director: Stephanie C. Hill Mgmt For For 1F. Election of Director: Rebecca Jacoby Mgmt For For 1G. Election of Director: Robert P. Kelly Mgmt For For 1H. Election of Director: Ian P. Livingston Mgmt For For 1I. Election of Director: Deborah D. McWhinney Mgmt For For 1J. Election of Director: Maria R. Morris Mgmt For For 1K. Election of Director: Douglas L. Peterson Mgmt For For 1L. Election of Director: Richard E. Thornburgh Mgmt Against Against 1M. Election of Director: Gregory Washington Mgmt For For 2. Approve, on an advisory basis, the Mgmt For For executive compensation program for the Company's named executive officers. 3. Approve, on an advisory basis, the Mgmt 1 Year For frequency on which the Company conducts an advisory vote on the executive compensation program for the Company's named executive officers. 4. Ratify the appointment of Ernst & Young LLP Mgmt For For as the Company's independent auditor for 2023; -------------------------------------------------------------------------------------------------------------------------- SALESFORCE, INC. Agenda Number: 935846127 -------------------------------------------------------------------------------------------------------------------------- Security: 79466L302 Meeting Type: Annual Meeting Date: 08-Jun-2023 Ticker: CRM ISIN: US79466L3024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Marc Benioff Mgmt For For 1b. Election of Director: Laura Alber Mgmt For For 1c. Election of Director: Craig Conway Mgmt Against Against 1d. Election of Director: Arnold Donald Mgmt For For 1e. Election of Director: Parker Harris Mgmt For For 1f. Election of Director: Neelie Kroes Mgmt For For 1g. Election of Director: Sachin Mehra Mgmt For For 1h. Election of Director: Mason Morfit Mgmt For For 1i. Election of Director: Oscar Munoz Mgmt For For 1j. Election of Director: John V. Roos Mgmt For For 1k. Election of Director: Robin Washington Mgmt For For 1l. Election of Director: Maynard Webb Mgmt For For 1m. Election of Director: Susan Wojcicki Mgmt For For 2. Amendment and restatement of our 2013 Mgmt Against Against Equity Incentive Plan to increase the number of shares reserved for issuance. 3. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024. 4. An advisory vote to approve the fiscal 2023 Mgmt Against Against compensation of our named executive officers. 5. An advisory vote on the frequency of Mgmt 1 Year For holding future advisory votes to approve executive compensation. 6. A stockholder proposal requesting a policy Shr For Against to require the Chair of the Board be an independent member of the Board and not a former CEO of the Company, if properly presented at the meeting. 7. A stockholder proposal requesting a policy Shr Against For to forbid all Company directors from sitting on any other boards, if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- SBA COMMUNICATIONS CORPORATION Agenda Number: 935820515 -------------------------------------------------------------------------------------------------------------------------- Security: 78410G104 Meeting Type: Annual Meeting Date: 25-May-2023 Ticker: SBAC ISIN: US78410G1040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director For a three-year term Mgmt Against Against expiring at the 2026 Annual Meeting: Steven E. Bernstein 1.2 Election of Director For a three-year term Mgmt For For expiring at the 2026 Annual Meeting: Laurie Bowen 1.3 Election of Director For a three-year term Mgmt For For expiring at the 2026 Annual Meeting: Amy E. Wilson 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as SBA's independent registered public accounting firm for the 2023 fiscal year. 3. Approval, on an advisory basis, of the Mgmt For For compensation of SBA's named executive officers. 4. Approval, on an advisory basis, of the Mgmt 1 Year For frequency of future advisory votes on the compensation of SBA's named executive officers. -------------------------------------------------------------------------------------------------------------------------- SIMON PROPERTY GROUP, INC. Agenda Number: 935790736 -------------------------------------------------------------------------------------------------------------------------- Security: 828806109 Meeting Type: Annual Meeting Date: 04-May-2023 Ticker: SPG ISIN: US8288061091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Glyn F. Aeppel Mgmt Against Against 1B. Election of Director: Larry C. Glasscock Mgmt Against Against 1C. Election of Director: Allan Hubbard Mgmt Against Against 1D. Election of Director: Reuben S. Leibowitz Mgmt Against Against 1E. Election of Director: Randall J. Lewis Mgmt For For 1F. Election of Director: Gary M. Rodkin Mgmt Against Against 1G. Election of Director: Peggy Fang Roe Mgmt Against Against 1H. Election of Director: Stefan M. Selig Mgmt For For 1I. Election of Director: Daniel C. Smith, Mgmt Against Against Ph.D. 1J. Election of Director: Marta R. Stewart Mgmt For For 2. Advisory Vote to Approve the Compensation Mgmt Against Against of our Named Executive Officers. 3. Ratify the appointment of Ernst & Young LLP Mgmt For For as our Independent Registered Public Accounting Firm for 2023. 4. Advisory Vote on the frequency of executive Mgmt 1 Year For compensation advisory votes. -------------------------------------------------------------------------------------------------------------------------- SNAP-ON INCORPORATED Agenda Number: 935782498 -------------------------------------------------------------------------------------------------------------------------- Security: 833034101 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: SNA ISIN: US8330341012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: David C. Adams Mgmt Against Against 1b. Election of Director: Karen L. Daniel Mgmt Against Against 1c. Election of Director: Ruth Ann M. Gillis Mgmt For For 1d. Election of Director: James P. Holden Mgmt Against Against 1e. Election of Director: Nathan J. Jones Mgmt Against Against 1f. Election of Director: Henry W. Knueppel Mgmt Against Against 1g. Election of Director: W. Dudley Lehman Mgmt Against Against 1h. Election of Director: Nicholas T. Pinchuk Mgmt Against Against 1i. Election of Director: Gregg M. Sherrill Mgmt Against Against 1j. Election of Director: Donald J. Stebbins Mgmt For For 2. Proposal to ratify the appointment of Mgmt Against Against Deloitte & Touche LLP as Snap-on Incorporated's independent registered public accounting firm for fiscal 2023. 3. Advisory vote to approve the compensation Mgmt For For of Snap-on Incorporated's named executive officers, as disclosed in "Compensation Discussion and Analysis" and "Executive Compensation Information" in the Proxy Statement. 4. Advisory vote related to the frequency of Mgmt 1 Year For future advisory votes to approve the compensation of Snap-on Incorporated's named executive officers. -------------------------------------------------------------------------------------------------------------------------- SOUTHWEST AIRLINES CO. Agenda Number: 935815413 -------------------------------------------------------------------------------------------------------------------------- Security: 844741108 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: LUV ISIN: US8447411088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: David W. Biegler Mgmt Against Against 1b. Election of Director: J. Veronica Biggins Mgmt Against Against 1c. Election of Director: Douglas H. Brooks Mgmt Against Against 1d. Election of Director: Eduardo F. Conrado Mgmt For For 1e. Election of Director: William H. Cunningham Mgmt Against Against 1f. Election of Director: Thomas W. Gilligan Mgmt Against Against 1g. Election of Director: David P. Hess Mgmt For For 1h. Election of Director: Robert E. Jordan Mgmt Against Against 1i. Election of Director: Gary C. Kelly Mgmt Against Against 1j. Election of Director: Elaine Mendoza Mgmt For For 1k. Election of Director: John T. Montford Mgmt Against Against 1l. Election of Director: Christopher P. Mgmt For For Reynolds 1m. Election of Director: Ron Ricks Mgmt For For 1n. Election of Director: Jill A. Soltau Mgmt For For 2. Advisory vote to approve the compensation Mgmt For For of the Company's named executive officers. 3. Advisory vote on frequency of votes on Mgmt 1 Year For named executive officer compensation. 4. Ratification of the selection of Ernst & Mgmt For For Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2023. 5. Advisory vote on shareholder proposal to Shr For Against permit shareholder removal of directors without cause. 6. Advisory vote on shareholder proposal to Shr For Against require shareholder ratification of termination pay. -------------------------------------------------------------------------------------------------------------------------- STANLEY BLACK & DECKER, INC. Agenda Number: 935773514 -------------------------------------------------------------------------------------------------------------------------- Security: 854502101 Meeting Type: Annual Meeting Date: 21-Apr-2023 Ticker: SWK ISIN: US8545021011 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Donald Allan, Jr. Mgmt For For 1b. Election of Director: Andrea J. Ayers Mgmt For For 1c. Election of Director: Patrick D. Campbell Mgmt Against Against 1d. Election of Director: Debra A. Crew Mgmt For For 1e. Election of Director: Michael D. Hankin Mgmt For For 1f. Election of Director: Robert J. Manning Mgmt For For 1g. Election of Director: Adrian V. Mitchell Mgmt For For 1h. Election of Director: Jane M. Palmieri Mgmt For For 1i. Election of Director: Mojdeh Poul Mgmt For For 1j. Election of Director: Irving Tan Mgmt For For 2. Approve, on an advisory basis, the Mgmt For For compensation of the Company's named executive officers. 3. Recommend, on an advisory basis, the Mgmt 1 Year For frequency of future shareholder advisory votes on named executive officer compensation. 4. Approve the selection of Ernst & Young LLP Mgmt For For as the Company's registered independent public accounting firm for the 2023 fiscal year. 5. To consider and vote on a shareholder Shr For Against proposal regarding shareholder ratification of termination pay. -------------------------------------------------------------------------------------------------------------------------- STATE STREET CORPORATION Agenda Number: 935809155 -------------------------------------------------------------------------------------------------------------------------- Security: 857477103 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: STT ISIN: US8574771031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: P. de Saint-Aignan Mgmt Against Against 1b. Election of Director: M. Chandoha Mgmt For For 1c. Election of Director: D. DeMaio Mgmt For For 1d. Election of Director: A. Fawcett Mgmt Against Against 1e. Election of Director: W. Freda Mgmt For For 1f. Election of Director: S. Mathew Mgmt For For 1g. Election of Director: W. Meaney Mgmt For For 1h. Election of Director: R. O'Hanley Mgmt Against Against 1i. Election of Director: S. O'Sullivan Mgmt For For 1j. Election of Director: J. Portalatin Mgmt For For 1k. Election of Director: J. Rhea Mgmt For For 1l. Election of Director: G. Summe Mgmt Against Against 2. To approve an advisory proposal on Mgmt For For executive compensation. 3. To recommend, by advisory vote, the Mgmt 1 Year For frequency of future advisory votes on executive compensation. 4. To approve the Amended and Restated 2017 Mgmt Against Against Stock Incentive Plan. 5. To ratify the selection of Ernst & Young Mgmt For For LLP as State Street's independent registered public accounting firm for the year ending December 31, 2023. 6. Shareholder proposal relating to asset Shr For Against management stewardship practices, if properly presented. -------------------------------------------------------------------------------------------------------------------------- STRYKER CORPORATION Agenda Number: 935785444 -------------------------------------------------------------------------------------------------------------------------- Security: 863667101 Meeting Type: Annual Meeting Date: 10-May-2023 Ticker: SYK ISIN: US8636671013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Mary K. Brainerd Mgmt For For 1b. Election of Director: Giovanni Caforio, Mgmt For For M.D. 1c. Election of Director: Srikant M. Datar, Mgmt Against Against Ph.D. 1d. Election of Director: Allan C. Golston Mgmt Against Against 1e. Election of Director: Kevin A. Lobo (Chair Mgmt For For of the Board, Chief Executive Officer and President) 1f. Election of Director: Sherilyn S. McCoy Mgmt For For (Lead Independent Director) 1g. Election of Director: Andrew K. Silvernail Mgmt For For 1h. Election of Director: Lisa M. Skeete Tatum Mgmt For For 1i. Election of Director: Ronda E. Stryker Mgmt Against Against 1j. Election of Director: Rajeev Suri Mgmt For For 2. Ratification of Appointment of Ernst & Mgmt Against Against Young LLP as Our Independent Registered Public Accounting Firm for 2023. 3. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation. 4. Advisory Vote on the Frequency of Future Mgmt 1 Year For Advisory Votes on Named Executive Officer Compensation. 5. Shareholder Proposal on Political Shr For Against Disclosure. -------------------------------------------------------------------------------------------------------------------------- SYSCO CORPORATION Agenda Number: 935717427 -------------------------------------------------------------------------------------------------------------------------- Security: 871829107 Meeting Type: Annual Meeting Date: 18-Nov-2022 Ticker: SYY ISIN: US8718291078 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Daniel J. Brutto Mgmt Against Against 1b. Election of Director: Ali Dibadj Mgmt For For 1c. Election of Director: Larry C. Glasscock Mgmt Against Against 1d. Election of Director: Jill M. Golder Mgmt For For 1e. Election of Director: Bradley M. Halverson Mgmt For For 1f. Election of Director: John M. Hinshaw Mgmt For For 1g. Election of Director: Kevin P. Hourican Mgmt For For 1h. Election of Director: Hans-Joachim Koerber Mgmt Against Against 1i. Election of Director: Alison Kenney Paul Mgmt For For 1j. Election of Director: Edward D. Shirley Mgmt Against Against 1k. Election of Director: Sheila G. Talton Mgmt Against Against 2. To approve, by advisory vote, the Mgmt Against Against compensation paid to Sysco's named executive officers, as disclosed in Sysco's 2022 proxy statement. 3. To ratify the appointment of Ernst & Young Mgmt For For LLP as Sysco's independent registered public accounting firm for fiscal 2023. 4. To consider a stockholder proposal, if Shr For Against properly presented at the meeting, related to a third party civil rights audit. 5. To consider a stockholder proposal, if Shr For Against properly presented at the meeting, related to third party assessments of supply chain risks. 6. To consider a stockholder proposal, if Shr For properly presented at the meeting, related to a report on the reduction of plastic packaging use. -------------------------------------------------------------------------------------------------------------------------- TAKE-TWO INTERACTIVE SOFTWARE, INC. Agenda Number: 935695366 -------------------------------------------------------------------------------------------------------------------------- Security: 874054109 Meeting Type: Annual Meeting Date: 16-Sep-2022 Ticker: TTWO ISIN: US8740541094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Strauss Zelnick Mgmt Against Against 1b. Election of Director: Michael Dornemann Mgmt Against Against 1c. Election of Director: J. Moses Mgmt Against Against 1d. Election of Director: Michael Sheresky Mgmt Against Against 1e. Election of Director: LaVerne Srinivasan Mgmt For For 1f. Election of Director: Susan Tolson Mgmt For For 1g. Election of Director: Paul Viera Mgmt For For 1h. Election of Director: Roland Hernandez Mgmt For For 1i. Election of Director: William "Bing" Gordon Mgmt Against Against 1j. Election of Director: Ellen Siminoff Mgmt For For 2. Approval, on a non-binding advisory basis, Mgmt Against Against of the compensation of the Company's "named executive officers" as disclosed in the Proxy Statement. 3. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023. -------------------------------------------------------------------------------------------------------------------------- TERADYNE, INC. Agenda Number: 935790281 -------------------------------------------------------------------------------------------------------------------------- Security: 880770102 Meeting Type: Annual Meeting Date: 12-May-2023 Ticker: TER ISIN: US8807701029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a one-year term: Mgmt Against Against Timothy E. Guertin 1b. Election of Director for a one-year term: Mgmt Against Against Peter Herweck 1c. Election of Director for a one-year term: Mgmt For For Mercedes Johnson 1d. Election of Director for a one-year term: Mgmt For For Ernest E. Maddock 1e. Election of Director for a one-year term: Mgmt Against Against Marilyn Matz 1f. Election of Director for a one-year term: Mgmt For For Gregory S. Smith 1g. Election of Director for a one-year term: Mgmt For For Ford Tamer 1h. Election of Director for a one-year term: Mgmt Against Against Paul J. Tufano 2. To approve, in a non-binding, advisory Mgmt For For vote, the compensation of the Company's named executive officers. 3. To approve, in a non-binding, advisory Mgmt 1 Year For vote, that the frequency of an advisory vote on the compensation of the Company's named executive officers as set forth in the Company's proxy statement is every year, every two years, or every three years. 4. To ratify the selection of the firm of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- TESLA, INC. Agenda Number: 935679540 -------------------------------------------------------------------------------------------------------------------------- Security: 88160R101 Meeting Type: Annual Meeting Date: 04-Aug-2022 Ticker: TSLA ISIN: US88160R1014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Ira Ehrenpreis Mgmt Against Against 1.2 Election of Director: Kathleen Mgmt Against Against Wilson-Thompson 2. Tesla proposal for adoption of amendments Mgmt For For to certificate of incorporation to reduce director terms to two years. 3. Tesla proposal for adoption of amendments Mgmt For For to certificate of incorporation and bylaws to eliminate applicable supermajority voting requirements. 4. Tesla proposal for adoption of amendments Mgmt For For to certificate of incorporation to increase the number of authorized shares of common stock by 4,000,000,000 shares. 5. Tesla proposal to ratify the appointment of Mgmt For For independent registered public accounting firm. 6. Stockholder proposal regarding proxy Shr For Against access. 7. Stockholder proposal regarding annual Shr For Against reporting on anti-discrimination and harassment efforts. 8. Stockholder proposal regarding annual Shr For Against reporting on Board diversity. 9. Stockholder proposal regarding reporting on Shr For Against employee arbitration. 10. Stockholder proposal regarding reporting on Shr For Against lobbying. 11. Stockholder proposal regarding adoption of Shr For Against a freedom of association and collective bargaining policy. 12. Stockholder proposal regarding additional Shr For Against reporting on child labor. 13. Stockholder proposal regarding additional Shr For Against reporting on water risk. -------------------------------------------------------------------------------------------------------------------------- TESLA, INC. Agenda Number: 935804636 -------------------------------------------------------------------------------------------------------------------------- Security: 88160R101 Meeting Type: Annual Meeting Date: 16-May-2023 Ticker: TSLA ISIN: US88160R1014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Elon Musk Mgmt Against Against 1.2 Election of Director: Robyn Denholm Mgmt Against Against 1.3 Election of Director: JB Straubel Mgmt Against Against 2. Tesla proposal to approve executive Mgmt For For compensation on a non- binding advisory basis. 3. Tesla proposal to approve the frequency of Mgmt 1 Year Against future votes on executive compensation on a non-binding advisory basis. 4. Tesla proposal to ratify the appointment of Mgmt For For independent registered public accounting firm. 5. Stockholder proposal regarding reporting on Shr For Against key-person risk. -------------------------------------------------------------------------------------------------------------------------- TEXTRON INC. Agenda Number: 935772649 -------------------------------------------------------------------------------------------------------------------------- Security: 883203101 Meeting Type: Annual Meeting Date: 26-Apr-2023 Ticker: TXT ISIN: US8832031012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Richard F. Ambrose Mgmt For For 1b. Election of Director: Kathleen M. Bader Mgmt Against Against 1c. Election of Director: R. Kerry Clark Mgmt Against Against 1d. Election of Director: Scott C. Donnelly Mgmt For For 1e. Election of Director: Deborah Lee James Mgmt For For 1f. Election of Director: Thomas A. Kennedy Mgmt For For 1g. Election of Director: Lionel L. Nowell III Mgmt For For 1h. Election of Director: James L. Ziemer Mgmt Against Against 1i. Election of Director: Maria T. Zuber Mgmt For For 2. Approval of the advisory (non-binding) Mgmt For For resolution to approve executive compensation. 3. Advisory vote on frequency of future Mgmt 1 Year For advisory votes on executive compensation. 4. Ratification of appointment of independent Mgmt For For registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- THE ALLSTATE CORPORATION Agenda Number: 935817859 -------------------------------------------------------------------------------------------------------------------------- Security: 020002101 Meeting Type: Annual Meeting Date: 23-May-2023 Ticker: ALL ISIN: US0200021014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Donald E. Brown Mgmt For For 1b. Election of Director: Kermit R. Crawford Mgmt For For 1c. Election of Director: Richard T. Hume Mgmt For For 1d. Election of Director: Margaret M. Keane Mgmt For For 1e. Election of Director: Siddharth N. Mehta Mgmt For For 1f. Election of Director: Jacques P. Perold Mgmt For For 1g. Election of Director: Andrea Redmond Mgmt Against Against 1h. Election of Director: Gregg M. Sherrill Mgmt For For 1i. Election of Director: Judith A. Sprieser Mgmt Against Against 1j. Election of Director: Perry M. Traquina Mgmt For For 1k. Election of Director: Monica Turner Mgmt For For 1l. Election of Director: Thomas J. Wilson Mgmt For For 2. Advisory vote to approve the compensation Mgmt For For of the named executives. 3. Say on pay frequency vote. Mgmt 1 Year For 4. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as Allstate's independent registered public accountant for 2023. -------------------------------------------------------------------------------------------------------------------------- THE BOEING COMPANY Agenda Number: 935770063 -------------------------------------------------------------------------------------------------------------------------- Security: 097023105 Meeting Type: Annual Meeting Date: 18-Apr-2023 Ticker: BA ISIN: US0970231058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Robert A. Bradway Mgmt For For 1b. Election of Director: David L. Calhoun Mgmt For For 1c. Election of Director: Lynne M. Doughtie Mgmt For For 1d. Election of Director: David L. Gitlin Mgmt For For 1e. Election of Director: Lynn J. Good Mgmt For For 1f. Election of Director: Stayce D. Harris Mgmt For For 1g. Election of Director: Akhil Johri Mgmt For For 1h. Election of Director: David L. Joyce Mgmt For For 1i. Election of Director: Lawrence W. Kellner Mgmt Against Against 1j. Election of Director: Steven M. Mollenkopf Mgmt For For 1k. Election of Director: John M. Richardson Mgmt For For 1l. Election of Director: Sabrina Soussan Mgmt For For 1m. Election of Director: Ronald A. Williams Mgmt Against Against 2. Approve, on an Advisory Basis, Named Mgmt Against Against Executive Officer Compensation. 3. Approve, on an Advisory Basis, the Mgmt 1 Year For Frequency of Future Advisory Votes on Named Executive Officer Compensation. 4. Approve The Boeing Company 2023 Incentive Mgmt Against Against Stock Plan. 5. Ratify the Appointment of Deloitte & Touche Mgmt For For LLP as Independent Auditor for 2023. 6. China Report. Shr Against For 7. Report on Lobbying Activities. Shr For Against 8. Report on Climate Lobbying. Shr For Against 9. Pay Equity Disclosure. Shr For Against -------------------------------------------------------------------------------------------------------------------------- THE CHARLES SCHWAB CORPORATION Agenda Number: 935809523 -------------------------------------------------------------------------------------------------------------------------- Security: 808513105 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: SCHW ISIN: US8085131055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of director: Marianne C. Brown Mgmt For For 1b. Election of director: Frank C. Herringer Mgmt Against Against 1c. Election of director: Gerri K. Mgmt For For Martin-Flickinger 1d. Election of director: Todd M. Ricketts Mgmt For For 1e. Election of director: Carolyn Mgmt For For Schwab-Pomerantz 2. Ratification of the selection of Deloitte & Mgmt For For Touche LLP as independent auditors 3. Advisory vote to approve named executive Mgmt Against Against officer compensation 4. Frequency of advisory vote on named Mgmt 1 Year For executive officer compensation 5. Stockholder Proposal requesting pay equity Shr For Against disclosure 6. Stockholder Proposal requesting company Shr Against For report on discrimination risk oversight and impact -------------------------------------------------------------------------------------------------------------------------- THE CLOROX COMPANY Agenda Number: 935716413 -------------------------------------------------------------------------------------------------------------------------- Security: 189054109 Meeting Type: Annual Meeting Date: 16-Nov-2022 Ticker: CLX ISIN: US1890541097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Amy L. Banse Mgmt For For 1b. Election of Director: Julia Denman Mgmt For For 1c. Election of Director: Spencer C. Fleischer Mgmt For For 1d. Election of Director: Esther Lee Mgmt For For 1e. Election of Director: A.D. David Mackay Mgmt For For 1f. Election of Director: Paul Parker Mgmt For For 1g. Election of Director: Stephanie Plaines Mgmt For For 1h. Election of Director: Linda Rendle Mgmt For For 1i. Election of Director: Matthew J. Shattock Mgmt For For 1j. Election of Director: Kathryn Tesija Mgmt For For 1k. Election of Director: Russell J. Weiner Mgmt For For 1l. Election of Director: Christopher J. Mgmt For For Williams 2. Advisory Vote to Approve Executive Mgmt For For Compensation. 3. Ratification of the Selection of Ernst & Mgmt For For Young LLP as the Clorox Company's Independent Registered Public Accounting Firm. -------------------------------------------------------------------------------------------------------------------------- THE COCA-COLA COMPANY Agenda Number: 935776685 -------------------------------------------------------------------------------------------------------------------------- Security: 191216100 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: KO ISIN: US1912161007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Herb Allen Mgmt For For 1b. Election of Director: Marc Bolland Mgmt For For 1c. Election of Director: Ana Botin Mgmt For For 1d. Election of Director: Christopher C. Davis Mgmt For For 1e. Election of Director: Barry Diller Mgmt Against Against 1f. Election of Director: Carolyn Everson Mgmt For For 1g. Election of Director: Helene D. Gayle Mgmt For For 1h. Election of Director: Alexis M. Herman Mgmt Against Against 1i. Election of Director: Maria Elena Mgmt Against Against Lagomasino 1j. Election of Director: Amity Millhiser Mgmt For For 1k. Election of Director: James Quincey Mgmt For For 1l. Election of Director: Caroline J. Tsay Mgmt For For 1m. Election of Director: David B. Weinberg Mgmt For For 2. Advisory vote to approve executive Mgmt Against Against compensation 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes to approve executive compensation 4. Ratify the appointment of Ernst & Young LLP Mgmt For For as independent Auditors of the Company to serve for the 2023 fiscal year 5. Shareowner proposal requesting an audit of Shr For Against the Company's impact on nonwhite stakeholders 6. Shareowner proposal requesting a global Shr For Against transparency report 7. Shareowner proposal regarding political Shr For Against expenditures values alignment 8. Shareowner proposal requesting an Shr For Against independent Board chair policy 9. Shareowner proposal requesting a report on Shr For Against risks from state policies restricting reproductive rights -------------------------------------------------------------------------------------------------------------------------- THE ESTEE LAUDER COMPANIES INC. Agenda Number: 935714659 -------------------------------------------------------------------------------------------------------------------------- Security: 518439104 Meeting Type: Annual Meeting Date: 18-Nov-2022 Ticker: EL ISIN: US5184391044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class II Director: Ronald S. Mgmt Withheld Against Lauder 1b. Election of Class II Director: William P. Mgmt Withheld Against Lauder 1c. Election of Class II Director: Richard D. Mgmt Withheld Against Parsons 1d. Election of Class II Director: Lynn Mgmt Withheld Against Forester de Rothschild 1e. Election of Class II Director: Jennifer Mgmt Withheld Against Tejada 1f. Election of Class II Director: Richard F. Mgmt Withheld Against Zannino 2. Ratification of appointment of Mgmt For For PricewaterhouseCoopers LLP as independent auditors for the 2023 fiscal year. 3. Advisory vote to approve executive Mgmt Against Against compensation. -------------------------------------------------------------------------------------------------------------------------- THE HOME DEPOT, INC. Agenda Number: 935795659 -------------------------------------------------------------------------------------------------------------------------- Security: 437076102 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: HD ISIN: US4370761029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Gerard J. Arpey Mgmt For For 1b. Election of Director: Ari Bousbib Mgmt Against Against 1c. Election of Director: Jeffery H. Boyd Mgmt For For 1d. Election of Director: Gregory D. Brenneman Mgmt For For 1e. Election of Director: J. Frank Brown Mgmt Against Against 1f. Election of Director: Albert P. Carey Mgmt Against Against 1g. Election of Director: Edward P. Decker Mgmt For For 1h. Election of Director: Linda R. Gooden Mgmt For For 1i. Election of Director: Wayne M. Hewett Mgmt For For 1j. Election of Director: Manuel Kadre Mgmt For For 1k. Election of Director: Stephanie C. Linnartz Mgmt For For 1l. Election of Director: Paula Santilli Mgmt For For 1m. Election of Director: Caryn Seidman-Becker Mgmt For For 2. Ratification of the Appointment of KPMG LLP Mgmt For For 3. Advisory Vote to Approve Executive Mgmt For For Compensation ("Say-on-Pay") 4. Advisory Vote on the Frequency of Future Mgmt 1 Year For Say-on-Pay Votes 5. Shareholder Proposal Regarding Amendment of Shr For Against Shareholder Written Consent Right 6. Shareholder Proposal Regarding Independent Shr For Against Board Chair 7. Shareholder Proposal Regarding Political Shr For Against Contributions Congruency Analysis 8. Shareholder Proposal Regarding Rescission Shr Against For of Racial Equity Audit Proposal Vote 9. Shareholder Proposal Regarding Senior Shr Against For Management Commitment to Avoid Political Speech -------------------------------------------------------------------------------------------------------------------------- THE PNC FINANCIAL SERVICES GROUP, INC. Agenda Number: 935773324 -------------------------------------------------------------------------------------------------------------------------- Security: 693475105 Meeting Type: Annual Meeting Date: 26-Apr-2023 Ticker: PNC ISIN: US6934751057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Joseph Alvarado Mgmt For For 1b. Election of Director: Debra A. Cafaro Mgmt For For 1c. Election of Director: Marjorie Rodgers Mgmt For For Cheshire 1d. Election of Director: William S. Demchak Mgmt For For 1e. Election of Director: Andrew T. Feldstein Mgmt For For 1f. Election of Director: Richard J. Harshman Mgmt For For 1g. Election of Director: Daniel R. Hesse Mgmt For For 1h. Election of Director: Renu Khator Mgmt For For 1i. Election of Director: Linda R. Medler Mgmt For For 1j. Election of Director: Robert A. Niblock Mgmt For For 1k. Election of Director: Martin Pfinsgraff Mgmt For For 1l. Election of Director: Bryan S. Salesky Mgmt For For 1m. Election of Director: Toni Townes-Whitley Mgmt For For 2. Ratification of the Audit Committee's Mgmt For For selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2023. 3. Advisory vote to approve named executive Mgmt For For officer compensation. 4. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. -------------------------------------------------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Agenda Number: 935703149 -------------------------------------------------------------------------------------------------------------------------- Security: 742718109 Meeting Type: Annual Meeting Date: 11-Oct-2022 Ticker: PG ISIN: US7427181091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. ELECTION OF DIRECTOR: B. Marc Allen Mgmt For For 1b. ELECTION OF DIRECTOR: Angela F. Braly Mgmt Against Against 1c. ELECTION OF DIRECTOR: Amy L. Chang Mgmt For For 1d. ELECTION OF DIRECTOR: Joseph Jimenez Mgmt For For 1e. ELECTION OF DIRECTOR: Christopher Mgmt For For Kempczinski 1f. ELECTION OF DIRECTOR: Debra L. Lee Mgmt For For 1g. ELECTION OF DIRECTOR: Terry J. Lundgren Mgmt For For 1h. ELECTION OF DIRECTOR: Christine M. McCarthy Mgmt For For 1i. ELECTION OF DIRECTOR: Jon R. Moeller Mgmt Against Against 1j. ELECTION OF DIRECTOR: Rajesh Subramaniam Mgmt For For 1k. ELECTION OF DIRECTOR: Patricia A. Woertz Mgmt Against Against 2. Ratify Appointment of the Independent Mgmt For For Registered Public Accounting Firm 3. Advisory Vote to Approve the Company's Mgmt For For Executive Compensation (the "Say on Pay" vote) -------------------------------------------------------------------------------------------------------------------------- THE SHERWIN-WILLIAMS COMPANY Agenda Number: 935772562 -------------------------------------------------------------------------------------------------------------------------- Security: 824348106 Meeting Type: Annual Meeting Date: 19-Apr-2023 Ticker: SHW ISIN: US8243481061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Kerrii B. Anderson Mgmt For For 1b. Election of Director: Arthur F. Anton Mgmt Against Against 1c. Election of Director: Jeff M. Fettig Mgmt For For 1d. Election of Director: John G. Morikis Mgmt For For 1e. Election of Director: Christine A. Poon Mgmt For For 1f. Election of Director: Aaron M. Powell Mgmt For For 1g. Election of Director: Marta R. Stewart Mgmt For For 1h. Election of Director: Michael H. Thaman Mgmt For For 1i. Election of Director: Matthew Thornton III Mgmt For For 2. Advisory approval of the compensation of Mgmt For For the named executives. 3. Advisory approval of the frequency of the Mgmt 1 Year For advisory vote on the compensation of the named executives. 4. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our independent registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- THE TRAVELERS COMPANIES, INC. Agenda Number: 935820983 -------------------------------------------------------------------------------------------------------------------------- Security: 89417E109 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: TRV ISIN: US89417E1091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Alan L. Beller Mgmt Against Against 1b. Election of Director: Janet M. Dolan Mgmt Against Against 1c. Election of Director: Russell G. Golden Mgmt For For 1d. Election of Director: Patricia L. Higgins Mgmt Against Against 1e. Election of Director: William J. Kane Mgmt Against Against 1f. Election of Director: Thomas B. Leonardi Mgmt For For 1g. Election of Director: Clarence Otis Jr. Mgmt For For 1h. Election of Director: Elizabeth E. Robinson Mgmt For For 1i. Election of Director: Philip T. Ruegger III Mgmt For For 1j. Election of Director: Rafael Santana Mgmt For For 1k. Election of Director: Todd C. Schermerhorn Mgmt For For 1l. Election of Director: Alan D. Schnitzer Mgmt For For 1m. Election of Director: Laurie J. Thomsen Mgmt Against Against 1n. Election of Director: Bridget van Kralingen Mgmt For For 2. Ratification of the appointment of KPMG LLP Mgmt For For as The Travelers Companies, Inc.'s independent registered public accounting firm for 2023. 3. Non-binding vote on the frequency of future Mgmt 1 Year For votes to approve executive compensation. 4. Non-binding vote to approve executive Mgmt For For compensation. 5. Approve The Travelers Companies, Inc. 2023 Mgmt Against Against Stock Incentive Plan. 6. Shareholder proposal relating to the Shr For Against issuance of a report on GHG emissions, if presented at the Annual Meeting of Shareholders. 7. Shareholder proposal relating to policies Shr For Against regarding fossil fuel supplies, if presented at the Annual Meeting of Shareholders. 8. Shareholder proposal relating to conducting Shr For Against a racial equity audit, if presented at the Annual Meeting of Shareholders. 9. Shareholder proposal relating to the Shr For Against issuance of a report on insuring law enforcement, if presented at the Annual Meeting of Shareholders. 10. Shareholder proposal relating to additional Shr Abstain Against disclosure of third party political contributions, if presented at the Annual Meeting of Shareholders. -------------------------------------------------------------------------------------------------------------------------- THE WALT DISNEY COMPANY Agenda Number: 935766595 -------------------------------------------------------------------------------------------------------------------------- Security: 254687106 Meeting Type: Annual Meeting Date: 03-Apr-2023 Ticker: DIS ISIN: US2546871060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Mary T. Barra Mgmt For For 1b. Election of Director: Safra A. Catz Mgmt For For 1c. Election of Director: Amy L. Chang Mgmt For For 1d. Election of Director: Francis A. deSouza Mgmt For For 1e. Election of Director: Carolyn N. Everson Mgmt For For 1f. Election of Director: Michael B.G. Froman Mgmt For For 1g. Election of Director: Robert A. Iger Mgmt For For 1h. Election of Director: Maria Elena Mgmt For For Lagomasino 1i. Election of Director: Calvin R. McDonald Mgmt For For 1j. Election of Director: Mark G. Parker Mgmt For For 1k. Election of Director: Derica W. Rice Mgmt For For 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal 2023. 3. Consideration of an advisory vote to Mgmt Against Against approve executive compensation. 4. Consideration of an advisory vote on the Mgmt 1 Year For frequency of advisory votes on executive compensation. 5. Shareholder proposal, if properly presented Shr Against For at the meeting, requesting a report on operations related to China. 6. Shareholder proposal, if properly presented Shr Against For at the meeting, requesting charitable contributions disclosure. 7. Shareholder proposal, if properly presented Shr For Against at the meeting, requesting a political expenditures report. -------------------------------------------------------------------------------------------------------------------------- THE WILLIAMS COMPANIES, INC. Agenda Number: 935779706 -------------------------------------------------------------------------------------------------------------------------- Security: 969457100 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: WMB ISIN: US9694571004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a one-year term: Mgmt For For Alan S. Armstrong 1b. Election of Director for a one-year term: Mgmt Against Against Stephen W. Bergstrom 1c. Election of Director for a one-year term: Mgmt For For Michael A. Creel 1d. Election of Director for a one-year term: Mgmt Against Against Stacey H. Dore 1e. Election of Director for a one-year term: Mgmt For For Carri A. Lockhart 1f. Election of Director for a one-year term: Mgmt For For Richard E. Muncrief 1g. Election of Director for a one-year term: Mgmt Against Against Peter A. Ragauss 1h. Election of Director for a one-year term: Mgmt For For Rose M. Robeson 1i. Election of Director for a one-year term: Mgmt For For Scott D. Sheffield 1j. Election of Director for a one-year term: Mgmt Against Against Murray D. Smith 1k. Election of Director for a one-year term: Mgmt Against Against William H. Spence 1l. Election of Director for a one-year term: Mgmt Against Against Jesse J. Tyson 2. Ratify the selection of Ernst & Young LLP Mgmt For For as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. 3. Approve, on an advisory basis, the Mgmt For For compensation of our named executive officers. 4. Approve, on an advisory basis, the Mgmt 1 Year For frequency of future advisory votes to approve the compensation of the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Agenda Number: 935803709 -------------------------------------------------------------------------------------------------------------------------- Security: 883556102 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: TMO ISIN: US8835561023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Marc N. Casper Mgmt Against Against 1b. Election of Director: Nelson J. Chai Mgmt Against Against 1c. Election of Director: Ruby R. Chandy Mgmt For For 1d. Election of Director: C. Martin Harris Mgmt Against Against 1e. Election of Director: Tyler Jacks Mgmt Against Against 1f. Election of Director: R. Alexandra Keith Mgmt Against Against 1g. Election of Director: James C. Mullen Mgmt Against Against 1h. Election of Director: Lars R. Sorensen Mgmt Against Against 1i. Election of Director: Debora L. Spar Mgmt For For 1j. Election of Director: Scott M. Sperling Mgmt Against Against 1k. Election of Director: Dion J. Weisler Mgmt For For 2. An advisory vote to approve named executive Mgmt Against Against officer compensation. 3. An advisory vote on the frequency of future Mgmt 1 Year For named executive officer advisory votes. 4. Ratification of the Audit Committee's Mgmt Against Against selection of PricewaterhouseCoopers LLP as the Company's independent auditors for 2023. 5. Approval of the Company's Amended and Mgmt Against Against Restated 2013 Stock Incentive Plan. 6. Approval of the Company's 2023 Global Mgmt For For Employee Stock Purchase Plan. -------------------------------------------------------------------------------------------------------------------------- TRANE TECHNOLOGIES PLC Agenda Number: 935831897 -------------------------------------------------------------------------------------------------------------------------- Security: G8994E103 Meeting Type: Annual Meeting Date: 01-Jun-2023 Ticker: TT ISIN: IE00BK9ZQ967 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Kirk E. Arnold Mgmt For For 1b. Election of Director: Ann C. Berzin Mgmt Against Against 1c. Election of Director: April Miller Boise Mgmt For For 1d. Election of Director: Gary D. Forsee Mgmt Against Against 1e. Election of Director: Mark R. George Mgmt For For 1f. Election of Director: John A. Hayes Mgmt For For 1g. Election of Director: Linda P. Hudson Mgmt For For 1h. Election of Director: Myles P. Lee Mgmt For For 1i. Election of Director: David S. Regnery Mgmt Against Against 1j. Election of Director: Melissa N. Schaeffer Mgmt For For 1k. Election of Director: John P. Surma Mgmt For For 2. Advisory vote on the frequency of the Mgmt 1 Year For advisory vote on the compensation of the Company's named executive officers. 3. Advisory approval of the compensation of Mgmt For For the Company's named executive officers. 4. Approval of the appointment of independent Mgmt For For auditors of the Company and authorization of the Audit Committee of the Board of Directors to set the auditors' remuneration. 5. Approval of the renewal of the Directors' Mgmt For For existing authority to issue shares. 6. Approval of the renewal of the Directors' Mgmt For For existing authority to issue shares for cash without first offering shares to existing shareholders. (Special Resolution) 7. Determination of the price range at which Mgmt For For the Company can re-allot shares that it holds as treasury shares. (Special Resolution) -------------------------------------------------------------------------------------------------------------------------- TRAVEL + LEISURE CO. Agenda Number: 935804383 -------------------------------------------------------------------------------------------------------------------------- Security: 894164102 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: TNL ISIN: US8941641024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Louise F. Brady Mgmt For For Michael D. Brown Mgmt Withheld Against James E. Buckman Mgmt Withheld Against George Herrera Mgmt Withheld Against Stephen P. Holmes Mgmt Withheld Against Lucinda C. Martinez Mgmt For For Denny Marie Post Mgmt For For Ronald L. Rickles Mgmt For For Michael H. Wargotz Mgmt Withheld Against 2. A non-binding, advisory resolution to Mgmt For For approve our executive compensation program. 3. A non-binding, advisory vote to determine Mgmt 1 Year For the frequency with which shareholders are provided an advisory vote to approve our executive compensation program. 4. A proposal to ratify the appointment of Mgmt For For Deloitte & Touche LLP to serve as our independent registered public accounting firm for fiscal year 2023. -------------------------------------------------------------------------------------------------------------------------- TRUIST FINANCIAL CORPORATION Agenda Number: 935775607 -------------------------------------------------------------------------------------------------------------------------- Security: 89832Q109 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: TFC ISIN: US89832Q1094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jennifer S. Banner Mgmt Against Against 1b. Election of Director: K. David Boyer, Jr. Mgmt Against Against 1c. Election of Director: Agnes Bundy Scanlan Mgmt For For 1d. Election of Director: Anna R. Cablik Mgmt Against Against 1e. Election of Director: Dallas S. Clement Mgmt For For 1f. Election of Director: Paul D. Donahue Mgmt For For 1g. Election of Director: Patrick C. Graney III Mgmt For For 1h. Election of Director: Linnie M. Haynesworth Mgmt For For 1i. Election of Director: Kelly S. King Mgmt For For 1j. Election of Director: Easter A. Maynard Mgmt For For 1k. Election of Director: Donna S. Morea Mgmt For For 1l. Election of Director: Charles A. Patton Mgmt For For 1m. Election of Director: Nido R. Qubein Mgmt For For 1n. Election of Director: David M. Ratcliffe Mgmt For For 1o. Election of Director: William H. Rogers, Mgmt Against Against Jr. 1p. Election of Director: Frank P. Scruggs, Jr. Mgmt For For 1q. Election of Director: Christine Sears Mgmt For For 1r. Election of Director: Thomas E. Skains Mgmt Against Against 1s. Election of Director: Bruce L. Tanner Mgmt For For 1t. Election of Director: Thomas N. Thompson Mgmt Against Against 1u. Election of Director: Steven C. Voorhees Mgmt For For 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as Truist's independent registered public accounting firm for 2023. 3. Advisory vote to approve Truist's executive Mgmt For For compensation program. 4. To recommend that a non-binding, advisory Mgmt 1 Year For vote to approve Truist's executive compensation program be put to shareholders for their consideration every: one; two; or three years. 5. Shareholder proposal regarding an Shr For Against independent Chairman of the Board of Directors, if properly presented at the Annual Meeting. -------------------------------------------------------------------------------------------------------------------------- TWITTER, INC. Agenda Number: 935694174 -------------------------------------------------------------------------------------------------------------------------- Security: 90184L102 Meeting Type: Special Meeting Date: 13-Sep-2022 Ticker: TWTR ISIN: US90184L1026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To adopt the Agreement and Plan of Merger Mgmt For For (as it may be amended from time to time, the "Merger Agreement") dated as of April 25, 2022, by and among X Holdings I, Inc., X Holdings II, Inc., Twitter, Inc., and, solely for the purposes of certain provisions of the Merger Agreement, Elon R. Musk. 2. To approve, on a non-binding, advisory Mgmt For For basis, the compensation that will or may become payable by Twitter to its named executive officers in connection with the merger. 3. To approve any proposal to adjourn the Mgmt For For Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. -------------------------------------------------------------------------------------------------------------------------- TYSON FOODS, INC. Agenda Number: 935751772 -------------------------------------------------------------------------------------------------------------------------- Security: 902494103 Meeting Type: Annual Meeting Date: 09-Feb-2023 Ticker: TSN ISIN: US9024941034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: John H. Tyson Mgmt Against Against 1b. Election of Director: Les R. Baledge Mgmt Against Against 1c. Election of Director: Mike Beebe Mgmt Against Against 1d. Election of Director: Maria Claudia Borras Mgmt For For 1e. Election of Director: David J. Bronczek Mgmt Against Against 1f. Election of Director: Mikel A. Durham Mgmt For For 1g. Election of Director: Donnie King Mgmt For For 1h. Election of Director: Jonathan D. Mariner Mgmt For For 1i. Election of Director: Kevin M. McNamara Mgmt Against Against 1j. Election of Director: Cheryl S. Miller Mgmt For For 1k. Election of Director: Jeffrey K. Mgmt For For Schomburger 1l. Election of Director: Barbara A. Tyson Mgmt Against Against 1m. Election of Director: Noel White Mgmt For For 2. To ratify the selection of Mgmt For For PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2023. 3. To approve, on a non-binding advisory Mgmt Against Against basis, the compensation of the Company's named executive officers. 4. To approve, on a non-binding advisory Mgmt 1 Year Against basis, the frequency of the advisory vote regarding the compensation of the Company's named executive officers. 5. To approve the amendment and restatement of Mgmt Against Against the Tyson Foods, Inc. 2000 Stock Incentive Plan. 6. Shareholder proposal regarding compliance Shr For Against with World Health Organization guidelines on use of medically important antimicrobials in food-producing animals. -------------------------------------------------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Agenda Number: 935835237 -------------------------------------------------------------------------------------------------------------------------- Security: 91324P102 Meeting Type: Annual Meeting Date: 05-Jun-2023 Ticker: UNH ISIN: US91324P1021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Timothy Flynn Mgmt For For 1b. Election of Director: Paul Garcia Mgmt For For 1c. Election of Director: Kristen Gil Mgmt For For 1d. Election of Director: Stephen Hemsley Mgmt For For 1e. Election of Director: Michele Hooper Mgmt Against Against 1f. Election of Director: F. William McNabb III Mgmt For For 1g. Election of Director: Valerie Montgomery Mgmt For For Rice, M.D. 1h. Election of Director: John Noseworthy, M.D. Mgmt For For 1i. Election of Director: Andrew Witty Mgmt For For 2. Advisory approval of the Company's Mgmt For For executive compensation. 3. Advisory approval of the frequency of Mgmt 1 Year For holding future say-on-pay votes. 4. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2023. 5. If properly presented at the 2023 Annual Shr For Against Meeting of Shareholders, the shareholder proposal seeking a third-party racial equity audit. 6. If properly presented at the 2023 Annual Shr For Against Meeting of Shareholders, the shareholder proposal requiring a political contributions congruency report. 7. If properly presented at the 2023 Annual Shr For Against Meeting of Shareholders, the shareholder proposal seeking shareholder ratification of termination pay. -------------------------------------------------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Agenda Number: 935793706 -------------------------------------------------------------------------------------------------------------------------- Security: 91913Y100 Meeting Type: Annual Meeting Date: 09-May-2023 Ticker: VLO ISIN: US91913Y1001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until the Mgmt Against Against 2024 Annual meeting: Fred M. Diaz 1b. Election of Director to serve until the Mgmt Against Against 2024 Annual meeting: H. Paulett Eberhart 1c. Election of Director to serve until the Mgmt Against Against 2024 Annual meeting: Marie A. Ffolkes 1d. Election of Director to serve until the Mgmt Against Against 2024 Annual meeting: Joseph W. Gorder 1e. Election of Director to serve until the Mgmt Against Against 2024 Annual meeting: Kimberly S. Greene 1f. Election of Director to serve until the Mgmt Against Against 2024 Annual meeting: Deborah P. Majoras 1g. Election of Director to serve until the Mgmt Against Against 2024 Annual meeting: Eric D. Mullins 1h. Election of Director to serve until the Mgmt Against Against 2024 Annual meeting: Donald L. Nickles 1i. Election of Director to serve until the Mgmt Against Against 2024 Annual meeting: Robert A. Profusek 1j. Election of Director to serve until the Mgmt Against Against 2024 Annual meeting: Randall J. Weisenburger 1k. Election of Director to serve until the Mgmt Against Against 2024 Annual meeting: Rayford Wilkins, Jr. 2. Ratify the appointment of KPMG LLP as Mgmt For For Valero's independent registered public accounting firm for 2023. 3. Advisory vote to approve the 2022 Mgmt For For compensation of named executive officers. 4. Advisory vote to recommend the frequency of Mgmt 1 Year For stockholder advisory votes on compensation of named executive officers. 5. Stockholder proposal to set different GHG Shr For Against emissions reductions targets (Scopes 1, 2, and 3). 6. Stockholder proposal to oversee and issue Shr For Against an additional racial equity audit and report. -------------------------------------------------------------------------------------------------------------------------- VENTAS, INC. Agenda Number: 935805777 -------------------------------------------------------------------------------------------------------------------------- Security: 92276F100 Meeting Type: Annual Meeting Date: 16-May-2023 Ticker: VTR ISIN: US92276F1003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Melody C. Barnes Mgmt For For 1b. Election of Director: Debra A. Cafaro Mgmt For For 1c. Election of Director: Michael J. Embler Mgmt For For 1d. Election of Director: Matthew J. Lustig Mgmt For For 1e. Election of Director: Roxanne M. Martino Mgmt For For 1f. Election of Director: Marguerite M. Nader Mgmt For For 1g. Election of Director: Sean P. Nolan Mgmt Against Against 1h. Election of Director: Walter C. Rakowich Mgmt For For 1i. Election of Director: Sumit Roy Mgmt For For 1j. Election of Director: James D. Shelton Mgmt Against Against 1k. Election of Director: Maurice S. Smith Mgmt For For 2. Approval, on an advisory basis, of the Mgmt Against Against compensation of our named executive officers. 3. Approve, on an advisory basis, the Mgmt 1 Year For frequency of advisory votes on the compensation of our named executive officers. 4. Ratification of the selection of KPMG LLP Mgmt For For as our independent registered public accounting firm for fiscal year 2023. -------------------------------------------------------------------------------------------------------------------------- VERISIGN, INC. Agenda Number: 935822557 -------------------------------------------------------------------------------------------------------------------------- Security: 92343E102 Meeting Type: Annual Meeting Date: 25-May-2023 Ticker: VRSN ISIN: US92343E1029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director to serve until the Mgmt Against Against next annual meeting: D. James Bidzos 1.2 Election of Director to serve until the Mgmt Against Against next annual meeting: Courtney D. Armstrong 1.3 Election of Director to serve until the Mgmt Against Against next annual meeting: Yehuda Ari Buchalter 1.4 Election of Director to serve until the Mgmt Against Against next annual meeting: Kathleen A. Cote 1.5 Election of Director to serve until the Mgmt Against Against next annual meeting: Thomas F. Frist III 1.6 Election of Director to serve until the Mgmt Against Against next annual meeting: Jamie S. Gorelick 1.7 Election of Director to serve until the Mgmt Against Against next annual meeting: Roger H. Moore 1.8 Election of Director to serve until the Mgmt Against Against next annual meeting: Timothy Tomlinson 2. To approve, on a non-binding, advisory Mgmt For For basis, the Company's executive compensation. 3. To vote, on a non-binding, advisory basis, Mgmt 1 Year For on the frequency of future advisory votes to approve executive compensation. 4. To ratify the selection of KPMG LLP as the Mgmt For For Company's independent registered public accounting firm for the year ending December 31, 2023. 5. To vote on a stockholder proposal, if Shr For Against properly presented at the meeting, regarding an independent chair policy -------------------------------------------------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Agenda Number: 935790700 -------------------------------------------------------------------------------------------------------------------------- Security: 92343V104 Meeting Type: Annual Meeting Date: 11-May-2023 Ticker: VZ ISIN: US92343V1044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Shellye Archambeau Mgmt For For 1B. Election of Director: Roxanne Austin Mgmt For For 1C. Election of Director: Mark Bertolini Mgmt For For 1D. Election of Director: Vittorio Colao Mgmt For For 1E. Election of Director: Melanie Healey Mgmt Against Against 1F. Election of Director: Laxman Narasimhan Mgmt For For 1G. Election of Director: Clarence Otis, Jr. Mgmt Against Against 1H. Election of Director: Daniel Schulman Mgmt For For 1I. Election of Director: Rodney Slater Mgmt Against Against 1J. Election of Director: Carol Tome Mgmt For For 1K. Election of Director: Hans Vestberg Mgmt For For 1L. Election of Director: Gregory Weaver Mgmt For For 2. Advisory vote to approve executive Mgmt Against Against compensation 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes to approve executive compensation 4. Ratification of appointment of independent Mgmt For For registered public accounting firm 5. Government requests to remove content Shr Against For 6. Prohibit political contributions Shr Against For 7. Amend clawback policy Shr For Against 8. Shareholder ratification of annual equity Shr For Against awards 9. Independent chair Shr For Against -------------------------------------------------------------------------------------------------------------------------- VERTEX PHARMACEUTICALS INCORPORATED Agenda Number: 935809852 -------------------------------------------------------------------------------------------------------------------------- Security: 92532F100 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: VRTX ISIN: US92532F1003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Sangeeta Bhatia Mgmt For For 1.2 Election of Director: Lloyd Carney Mgmt For For 1.3 Election of Director: Alan Garber Mgmt For For 1.4 Election of Director: Terrence Kearney Mgmt Against Against 1.5 Election of Director: Reshma Kewalramani Mgmt For For 1.6 Election of Director: Jeffrey Leiden Mgmt For For 1.7 Election of Director: Diana McKenzie Mgmt For For 1.8 Election of Director: Bruce Sachs Mgmt Against Against 1.9 Election of Director: Suketu Upadhyay Mgmt For For 2. Ratification of Ernst & Young LLP as Mgmt For For independent Registered Public Accounting firm for the year ending December 31, 2023. 3. Advisory vote to approve named executive Mgmt For For office compensation. 4. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. -------------------------------------------------------------------------------------------------------------------------- VISA INC. Agenda Number: 935745779 -------------------------------------------------------------------------------------------------------------------------- Security: 92826C839 Meeting Type: Annual Meeting Date: 24-Jan-2023 Ticker: V ISIN: US92826C8394 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lloyd A. Carney Mgmt For For 1b. Election of Director: Kermit R. Crawford Mgmt For For 1c. Election of Director: Francisco Javier Mgmt Against Against Fernandez-Carbajal 1d. Election of Director: Alfred F. Kelly, Jr. Mgmt Against Against 1e. Election of Director: Ramon Laguarta Mgmt For For 1f. Election of Director: Teri L. List Mgmt For For 1g. Election of Director: John F. Lundgren Mgmt For For 1h. Election of Director: Denise M. Morrison Mgmt For For 1i. Election of Director: Linda J. Rendle Mgmt For For 1j. Election of Director: Maynard G. Webb, Jr. Mgmt For For 2. To approve, on an advisory basis, the Mgmt Against Against compensation paid to our named executive officers. 3. To hold an advisory vote on the frequency Mgmt 1 Year For of future advisory votes to approve executive compensation. 4. To ratify the appointment of KPMG LLP as Mgmt For For our independent registered public accounting firm for fiscal year 2023. 5. To vote on a stockholder proposal Shr For Against requesting an independent board chair policy. -------------------------------------------------------------------------------------------------------------------------- VULCAN MATERIALS COMPANY Agenda Number: 935788200 -------------------------------------------------------------------------------------------------------------------------- Security: 929160109 Meeting Type: Annual Meeting Date: 12-May-2023 Ticker: VMC ISIN: US9291601097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Melissa H. Anderson Mgmt For For 1b. Election of Director: O. B. Grayson Hall, Mgmt For For Jr. 1c. Election of Director: Lydia H. Kennard Mgmt For For 1d. Election of Director: James T. Prokopanko Mgmt Against Against 1e. Election of Director: George Willis Mgmt For For 2. Approval, on an advisory basis, of the Mgmt For For compensation of our named executive officers. 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. 4. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as our independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- WALMART INC. Agenda Number: 935833144 -------------------------------------------------------------------------------------------------------------------------- Security: 931142103 Meeting Type: Annual Meeting Date: 31-May-2023 Ticker: WMT ISIN: US9311421039 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Cesar Conde Mgmt For For 1b. Election of Director: Timothy P. Flynn Mgmt For For 1c. Election of Director: Sarah J. Friar Mgmt For For 1d. Election of Director: Carla A. Harris Mgmt Against Against 1e. Election of Director: Thomas W. Horton Mgmt Against Against 1f. Election of Director: Marissa A. Mayer Mgmt Against Against 1g. Election of Director: C. Douglas McMillon Mgmt For For 1h. Election of Director: Gregory B. Penner Mgmt For For 1i. Election of Director: Randall L. Stephenson Mgmt Against Against 1j. Election of Director: S. Robson Walton Mgmt For For 1k. Election of Director: Steuart L. Walton Mgmt For For 2. Advisory Vote on the Frequency of Future Mgmt 1 Year For Say-On-Pay Votes. 3. Advisory Vote to Approve Named Executive Mgmt Against Against Officer Compensation. 4. Ratification of Ernst & Young LLP as Mgmt For For Independent Accountants. 5. Policy Regarding Worker Pay in Executive Shr For Against Compensation. 6. Report on Human Rights Due Diligence. Shr For Against 7. Racial Equity Audit. Shr For Against 8. Racial and Gender Layoff Diversity Report. Shr Against For 9. Request to Require Shareholder Approval of Shr Against For Certain Future Bylaw Amendments. 10. Report on Reproductive Rights and Data Shr For Against Privacy. 11. Communist China Risk Audit. Shr Against For 12. Workplace Safety & Violence Review. Shr For Against -------------------------------------------------------------------------------------------------------------------------- WASTE MANAGEMENT, INC. Agenda Number: 935790178 -------------------------------------------------------------------------------------------------------------------------- Security: 94106L109 Meeting Type: Annual Meeting Date: 09-May-2023 Ticker: WM ISIN: US94106L1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Bruce E. Chinn Mgmt For For 1b. Election of Director: James C. Fish, Jr. Mgmt For For 1c. Election of Director: Andres R. Gluski Mgmt For For 1d. Election of Director: Victoria M. Holt Mgmt For For 1e. Election of Director: Kathleen M. Mgmt For For Mazzarella 1f. Election of Director: Sean E. Menke Mgmt For For 1g. Election of Director: William B. Plummer Mgmt For For 1h. Election of Director: John C. Pope Mgmt Against Against 1i. Election of Director: Maryrose T. Sylvester Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as the independent registered public accounting firm for 2023. 3. Approval, on an advisory basis, of our Mgmt For For executive compensation. 4. To recommend the frequency of future Mgmt 1 Year For advisory votes on our executive compensation. 5. Approval of our 2023 Stock Incentive Plan. Mgmt Against Against -------------------------------------------------------------------------------------------------------------------------- WELLS FARGO & COMPANY Agenda Number: 935776774 -------------------------------------------------------------------------------------------------------------------------- Security: 949746101 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: WFC ISIN: US9497461015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Steven D. Black Mgmt For For 1b. Election of Director: Mark A. Chancy Mgmt For For 1c. Election of Director: Celeste A. Clark Mgmt For For 1d. Election of Director: Theodore F. Craver, Mgmt For For Jr. 1e. Election of Director: Richard K. Davis Mgmt For For 1f. Election of Director: Wayne M. Hewett Mgmt For For 1g. Election of Director: CeCelia ("CeCe") G. Mgmt For For Morken 1h. Election of Director: Maria R. Morris Mgmt For For 1i. Election of Director: Felicia F. Norwood Mgmt For For 1j. Election of Director: Richard B. Payne, Jr. Mgmt For For 1k. Election of Director: Ronald L. Sargent Mgmt For For 1l. Election of Director: Charles W. Scharf Mgmt For For 1m. Election of Director: Suzanne M. Vautrinot Mgmt For For 2. Advisory resolution to approve executive Mgmt For For compensation (Say on Pay). 3. Advisory resolution on the frequency of Mgmt 1 Year For future advisory votes to approve executive compensation (Say on Frequency). 4. Ratify the appointment of KPMG LLP as the Mgmt For For Company's independent registered public accounting firm for 2023. 5. Shareholder Proposal - Adopt Simple Shr For Against Majority Vote. 6. Shareholder Proposal - Report on Congruency Shr For Against of Political Spending. 7. Shareholder Proposal - Climate Lobbying Shr For Against Report. 8. Shareholder Proposal - Climate Transition Shr For Against Report. 9. Shareholder Proposal - Fossil Fuel Lending Shr For Against Policy. 10. Shareholder Proposal - Annual Report on Shr For Against Prevention of Workplace Harassment and Discrimination. 11. Shareholder Proposal - Policy on Freedom of Shr For Against Association and Collective Bargaining. -------------------------------------------------------------------------------------------------------------------------- WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP Agenda Number: 935797487 -------------------------------------------------------------------------------------------------------------------------- Security: 929740108 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: WAB ISIN: US9297401088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Elect director for a term of three years Mgmt For For expiring in 2026: Rafael Santana 1b. Elect director for a term of three years Mgmt For For expiring in 2026: Lee C. Banks 1c. Elect director for a term of three years Mgmt For For expiring in 2026: Byron S. Foster 2. Approve an advisory (non-binding) Mgmt For For resolution relating to the approval of 2022 named executive officer compensation. 3. Approval for the one year term on an Mgmt 1 Year For advisory (non-binding) vote on how often the Company should conduct a stockholder advisory vote on named executive officer compensation. 4. Ratify the appointment of Ernst & Young LLP Mgmt For For as our independent registered public accounting firm for the 2023 fiscal year. -------------------------------------------------------------------------------------------------------------------------- XCEL ENERGY INC. Agenda Number: 935814651 -------------------------------------------------------------------------------------------------------------------------- Security: 98389B100 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: XEL ISIN: US98389B1008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Megan Burkhart Mgmt For For 1b. Election of Director: Lynn Casey Mgmt For For 1c. Election of Director: Bob Frenzel Mgmt For For 1d. Election of Director: Netha Johnson Mgmt For For 1e. Election of Director: Patricia Kampling Mgmt For For 1f. Election of Director: George Kehl Mgmt For For 1g. Election of Director: Richard O'Brien Mgmt For For 1h. Election of Director: Charles Pardee Mgmt For For 1i. Election of Director: Christopher Mgmt Withheld Against Policinski 1j. Election of Director: James Prokopanko Mgmt For For 1k. Election of Director: Kim Williams Mgmt Withheld Against 1l. Election of Director: Daniel Yohannes Mgmt For For 2. Approval of Xcel Energy Inc.'s executive Mgmt For For compensation in an advisory vote (say on pay vote) 3. Approval of the frequency of say on pay Mgmt 1 Year For votes 4. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as Xcel Energy Inc.'s independent registered public accounting firm for 2023 -------------------------------------------------------------------------------------------------------------------------- ZIMMER BIOMET HOLDINGS, INC. Agenda Number: 935784909 -------------------------------------------------------------------------------------------------------------------------- Security: 98956P102 Meeting Type: Annual Meeting Date: 12-May-2023 Ticker: ZBH ISIN: US98956P1021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Christopher B. Begley Mgmt For For 1b. Election of Director: Betsy J. Bernard Mgmt Against Against 1c. Election of Director: Michael J. Farrell Mgmt For For 1d. Election of Director: Robert A. Hagemann Mgmt Against Against 1e. Election of Director: Bryan C. Hanson Mgmt Against Against 1f. Election of Director: Arthur J. Higgins Mgmt Against Against 1g. Election of Director: Maria Teresa Hilado Mgmt For For 1h. Election of Director: Syed Jafry Mgmt For For 1i. Election of Director: Sreelakshmi Kolli Mgmt For For 1j. Election of Director: Michael W. Michelson Mgmt For For 2. Ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023 3. Approve, on a non-binding advisory basis, Mgmt For For named executive officer compensation ("Say on Pay") 4. Approve, on a non-binding advisory basis, Mgmt 1 Year For the frequency of future Say on Pay votes * Management position unknown

SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Eaton Vance Tax-Managed Buy-Write Income Fund By (Signature) /s/ R. Kelly Williams, Jr. Name R. Kelly Williams, Jr. Title President Date 08/23/2023

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