SEC Form N-PX filed by First Trust Dynamic Europe Equity Income Fund
$FDEU
Trusts Except Educational Religious and Charitable
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act File No. 811-23072
First Trust Dynamic Europe Equity Income Fund
Exact Name of Registrant as Specified in Declaration of Trust
120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
W. Scott Jardine
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
(630) 765-8000
Registrant's Telephone Number, including Area Code
Date of fiscal year end: December 31
Date of reporting period: July 1, 2022 - June 30, 2023
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, N.E., Washington D.C. 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.
Item 1. Proxy Voting Record
| GSK Plc | ||||||||||
| Ticker: GSK | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G3910J112 | ||||||||||
| Meeting Type: Special | ||||||||||
| Meeting Date: 06-Jul-22 | ||||||||||
| Record Date: 04-Jul-22 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Matters Relating to the Demerger of Haleon Group from the GSK Group | For | For | ||||||
| Management | 2 | Approve the Related Party Transaction Arrangements | For | For | ||||||
| National Grid Plc | ||||||||||
| Ticker: NG | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G6S9A7120 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 11-Jul-22 | ||||||||||
| Record Date: 07-Jul-22 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Final Dividend | For | For | ||||||
| Management | 3 | Re-elect Paula Reynolds as Director | For | For | ||||||
| Management | 4 | Re-elect John Pettigrew as Director | For | For | ||||||
| Management | 5 | Re-elect Andy Agg as Director | For | For | ||||||
| Management | 6 | Re-elect Therese Esperdy as Director | For | For | ||||||
| Management | 7 | Re-elect Liz Hewitt as Director | For | For | ||||||
| Management | 8 | Elect Ian Livingston as Director | For | For | ||||||
| Management | 9 | Elect Iain Mackay as Director | For | For | ||||||
| Management | 10 | Elect Anne Robinson as Director | For | For | ||||||
| Management | 11 | Re-elect Earl Shipp as Director | For | For | ||||||
| Management | 12 | Re-elect Jonathan Silver as Director | For | For | ||||||
| Management | 13 | Elect Tony Wood as Director | For | For | ||||||
| Management | 14 | Elect Martha Wyrsch as Director | For | For | ||||||
| Management | 15 | Reappoint Deloitte LLP as Auditors | For | For | ||||||
| Management | 16 | Authorise the Audit and Risk Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 17 | Approve Remuneration Policy | For | For | ||||||
| Management | 18 | Approve Remuneration Report | For | For | ||||||
| Management | 19 | Approve Climate Transition Plan | For | For | ||||||
| Management | 20 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 21 | Authorise Issue of Equity | For | For | ||||||
| Management | 22 | Approve Scrip Dividend Scheme | For | For | ||||||
| Management | 23 | Authorise Directors to Capitalise the Appropriate Nominal Amounts of New Shares of the Company Allotted Pursuant to the Company's Scrip Dividend Scheme | For | For | ||||||
| Management | 24 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 25 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | ||||||
| Management | 26 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 27 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Burberry Group Plc | ||||||||||
| Ticker: BRBY | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G1700D105 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 12-Jul-22 | ||||||||||
| Record Date: 08-Jul-22 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Report | For | For | ||||||
| Management | 3 | Approve Final Dividend | For | For | ||||||
| Management | 4 | Re-elect Gerry Murphy as Director | For | For | ||||||
| Management | 5 | Elect Jonathan Akeroyd as Director | For | For | ||||||
| Management | 6 | Re-elect Julie Brown as Director | For | For | ||||||
| Management | 7 | Re-elect Orna NiChionna as Director | For | For | ||||||
| Management | 8 | Re-elect Fabiola Arredondo as Director | For | For | ||||||
| Management | 9 | Re-elect Sam Fischer as Director | For | For | ||||||
| Management | 10 | Re-elect Ron Frasch as Director | For | For | ||||||
| Management | 11 | Elect Danuta Gray as Director | For | For | ||||||
| Management | 12 | Re-elect Matthew Key as Director | For | For | ||||||
| Management | 13 | Re-elect Debra Lee as Director | For | For | ||||||
| Management | 14 | Re-elect Antoine de Saint-Affrique as Director | For | For | ||||||
| Management | 15 | Reappoint Ernst & Young LLP as Auditors | For | For | ||||||
| Management | 16 | Authorise the Audit Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 17 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 18 | Authorise Issue of Equity | For | For | ||||||
| Management | 19 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 20 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 21 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| The British Land Co. Plc | ||||||||||
| Ticker: BLND | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G15540118 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 12-Jul-22 | ||||||||||
| Record Date: 08-Jul-22 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Report | For | For | ||||||
| Management | 3 | Approve Remuneration Policy | For | For | ||||||
| Management | 4 | Approve Final Dividend | For | For | ||||||
| Management | 5 | Elect Mark Aedy as Director | For | For | ||||||
| Management | 6 | Re-elect Simon Carter as Director | For | For | ||||||
| Management | 7 | Re-elect Lynn Gladden as Director | For | For | ||||||
| Management | 8 | Re-elect Irvinder Goodhew as Director | For | For | ||||||
| Management | 9 | Re-elect Alastair Hughes as Director | For | For | ||||||
| Management | 10 | Elect Bhavesh Mistry as Director | For | For | ||||||
| Management | 11 | Re-elect Preben Prebensen as Director | For | For | ||||||
| Management | 12 | Re-elect Tim Score as Director | For | For | ||||||
| Management | 13 | Re-elect Laura Wade-Gery as Director | For | For | ||||||
| Management | 14 | Re-elect Loraine Woodhouse as Director | For | For | ||||||
| Management | 15 | Reappoint PricewaterhouseCoopers LLP as Auditors | For | For | ||||||
| Management | 16 | Authorise the Audit Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 17 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 18 | Authorise Board to Offer Scrip Dividend | For | For | ||||||
| Management | 19 | Approve Renewal of Share Incentive Plan | For | For | ||||||
| Management | 20 | Authorise Issue of Equity | For | For | ||||||
| Management | 21 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 22 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | ||||||
| Management | 23 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 24 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| SSE Plc | ||||||||||
| Ticker: SSE | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G8842P102 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 21-Jul-22 | ||||||||||
| Record Date: 19-Jul-22 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Report | For | For | ||||||
| Management | 3 | Approve Remuneration Policy | For | For | ||||||
| Management | 4 | Amend Performance Share Plan | For | For | ||||||
| Management | 5 | Approve Final Dividend | For | For | ||||||
| Management | 6 | Re-elect Gregor Alexander as Director | For | For | ||||||
| Management | 7 | Elect Dame Elish Angiolini as Director | For | For | ||||||
| Management | 8 | Elect John Bason as Director | For | For | ||||||
| Management | 9 | Re-elect Dame Sue Bruce as Director | For | For | ||||||
| Management | 10 | Re-elect Tony Cocker as Director | For | For | ||||||
| Management | 11 | Elect Debbie Crosbie as Director | For | For | ||||||
| Management | 12 | Re-elect Peter Lynas as Director | For | For | ||||||
| Management | 13 | Re-elect Helen Mahy as Director | For | For | ||||||
| Management | 14 | Re-elect Sir John Manzoni as Director | For | For | ||||||
| Management | 15 | Re-elect Alistair Phillips-Davies as Director | For | For | ||||||
| Management | 16 | Re-elect Martin Pibworth as Director | For | For | ||||||
| Management | 17 | Re-elect Melanie Smith as Director | For | For | ||||||
| Management | 18 | Re-elect Dame Angela Strank as Director | For | For | ||||||
| Management | 19 | Reappoint Ernst & Young LLP as Auditors | For | For | ||||||
| Management | 20 | Authorise the Audit Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 21 | Approve Net Zero Transition Report | For | For | ||||||
| Management | 22 | Authorise Issue of Equity | For | For | ||||||
| Management | 23 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 24 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 25 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Vodafone Group Plc | ||||||||||
| Ticker: VOD | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G93882192 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 26-Jul-22 | ||||||||||
| Record Date: 22-Jul-22 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Re-elect Jean-Francois van Boxmeer as Director | For | For | ||||||
| Management | 3 | Re-elect Nick Read as Director | For | For | ||||||
| Management | 4 | Re-elect Margherita Della Valle as Director | For | For | ||||||
| Management | 5 | Elect Stephen Carter as Director | For | For | ||||||
| Management | 6 | Re-elect Sir Crispin Davis as Director | For | For | ||||||
| Management | 7 | Re-elect Michel Demare as Director | For | For | ||||||
| Management | 8 | Elect Delphine Ernotte Cunci as Director | For | For | ||||||
| Management | 9 | Re-elect Dame Clara Furse as Director | For | For | ||||||
| Management | 10 | Re-elect Valerie Gooding as Director | For | For | ||||||
| Management | 11 | Elect Deborah Kerr as Director | For | For | ||||||
| Management | 12 | Re-elect Maria Amparo Moraleda Martinez as Director | For | For | ||||||
| Management | 13 | Re-elect David Nish as Director | For | For | ||||||
| Management | 14 | Elect Simon Segars as Director | For | For | ||||||
| Management | 15 | Approve Final Dividend | For | For | ||||||
| Management | 16 | Approve Remuneration Report | For | For | ||||||
| Management | 17 | Reappoint Ernst & Young LLP as Auditors | For | For | ||||||
| Management | 18 | Authorise the Audit and Risk Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 19 | Authorise Issue of Equity | For | For | ||||||
| Management | 20 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 21 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | ||||||
| Management | 22 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 23 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 24 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Prosus NV | ||||||||||
| Ticker: PRX | ||||||||||
| Country: Netherlands | ||||||||||
| Provider Security ID: N7163R103 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 24-Aug-22 | ||||||||||
| Record Date: 27-Jul-22 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Receive Report of Management Board (Non-Voting) | ||||||||
| Management | 2 | Approve Remuneration Report | For | Against | A vote AGAINST this item is warranted because: * The quantum of long-term incentives awarded is high, with a large portion not subject to performance conditions. * The quantum of the overall realized package for FY 2021/2022 is considered excessive (USD 26.8 million) where this is mainly driven by the SAR plan that is not sufficiently transparent and share options which are not tied to performance conditions. * A substantial part of the LTI awards vest before the third anniversary in deviation of best practice recommendations. * Albeit we recognize the company has made a number of efforts to address shareholders concerns as raised at the 2021 AGM, given the level of dissent the changes are not considered to fully address or fully mitigate concerns. | |||||
| Management | 3 | Adopt Financial Statements | For | For | ||||||
| Management | 4 | Approve Allocation of Income | For | For | ||||||
| Management | 5 | Approve Discharge of Executive Directors | For | For | ||||||
| Management | 6 | Approve Discharge of Non-Executive Directors | For | For | ||||||
| Management | 7 | Approve Remuneration Policy for Executive and Non-Executive Directors | For | Against | A vote AGAINST this item is warranted: * The remuneration policy includes the possibility of discretionary adjustments to the STI award mainly subject to a reduction of the valuation discount but without clear information on the performance hurdles and how performance will be assessed; * The remuneration policy includes a significant proportion of long-term incentives that are not performance-related; * A substantial portion of the LTI vests before the third anniversary and start vesting after the first anniversary of the grant; | |||||
| Management | 8 | Elect Sharmistha Dubey as Non-Executive Director | For | For | ||||||
| Management | 9.1 | Reelect JP Bekker as Non-Executive Director | For | For | ||||||
| Management | 9.2 | Reelect D Meyer as Non-Executive Director | For | For | ||||||
| Management | 9.3 | Reelect SJZ Pacak as Non-Executive Director | For | For | ||||||
| Management | 9.4 | Reelect JDT Stofberg as Non-Executive Director | For | For | ||||||
| Management | 10 | Ratify Deloitte Accountants B.V. as Auditors | For | For | ||||||
| Management | 11 | Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital and Restrict/Exclude Preemptive Rights | For | For | ||||||
| Management | 12 | Authorize Repurchase of Shares | For | For | Vote FOR as the share buyback in this instance is value accretive for shareholders. | |||||
| Management | 13 | Approve Reduction in Share Capital Through Cancellation of Shares | For | For | ||||||
| Management | 14 | Discuss Voting Results | ||||||||
| Management | 15 | Close Meeting | ||||||||
| Compagnie Financiere Richemont SA | ||||||||||
| Ticker: CFR | ||||||||||
| Country: Switzerland | ||||||||||
| Provider Security ID: H25662182 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 07-Sep-22 | ||||||||||
| Record Date: | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Allocation of Income and Ordinary Dividends of CHF 2.25 per Registered A Share and CHF 0.225 per Registered B Share and a Special Dividend of CHF 1.00 per Registered A Share and CHF 0.10 per Registered B Share | For | For | ||||||
| Management | 3 | Approve Discharge of Board and Senior Management | For | For | ||||||
| Shareholder | 4.1 | Elect Francesco Trapani as Representative of Category A Registered Shares | Against | For | Vote FOR as in our view there is a need for better representation of publicly traded shareholders on board. Furthermore, the addition of Trapani as the A shareholder representative would add significant relevant experience and better reassurance to public investors. | |||||
| Management | 4.2 | Elect Wendy Luhabe as Representative of Category A Registered Shares | For | Against | Vote AGAINST as we are supporting the election of Francesco Trapani as Representative of Category A Registered Shares. | |||||
| Management | 5.1 | Reelect Johann Rupert as Director and Board Chair | For | For | ||||||
| Management | 5.2 | Reelect Josua Malherbe as Director | For | Against | ||||||
| Management | 5.3 | Reelect Nikesh Arora as Director | For | For | ||||||
| Management | 5.4 | Reelect Clay Brendish as Director | For | For | ||||||
| Management | 5.5 | Reelect Jean-Blaise Eckert as Director | For | Against | ||||||
| Management | 5.6 | Reelect Burkhart Grund as Director | For | For | ||||||
| Management | 5.7 | Reelect Keyu Jin as Director | For | For | ||||||
| Management | 5.8 | Reelect Jerome Lambert as Director | For | For | ||||||
| Management | 5.9 | Reelect Wendy Luhabe as Director | For | Against | Vote AGAINST as opposing the nomination of this director will enable Francesco Trapani to be designated as the representative of category A registered shares. | |||||
| Management | 5.10 | Reelect Jeff Moss as Director | For | For | ||||||
| Management | 5.11 | Reelect Vesna Nevistic as Director | For | For | ||||||
| Management | 5.12 | Reelect Guillaume Pictet as Director | For | Against | ||||||
| Management | 5.13 | Reelect Maria Ramos as Director | For | For | ||||||
| Management | 5.14 | Reelect Anton Rupert as Director | For | For | ||||||
| Management | 5.15 | Reelect Patrick Thomas as Director | For | For | ||||||
| Management | 5.16 | Reelect Jasmine Whitbread as Director | For | For | ||||||
| Shareholder | 5.17 | Elect Francesco Trapani as Director | Against | For | Vote FOR as in our view there is a need for better representation of publicly traded shareholders on board. Furthermore, the addition of Trapani to the board would add significant relevant experience and better reassurance to public investors. | |||||
| Management | 6.1 | Reappoint Clay Brendish as Member of the Compensation Committee | For | For | ||||||
| Management | 6.2 | Reappoint Keyu Jin as Member of the Compensation Committee | For | For | ||||||
| Management | 6.3 | Reappoint Guillaume Pictet as Member of the Compensation Committee | For | Against | ||||||
| Management | 6.4 | Reappoint Maria Ramos as Member of the Compensation Committee | For | For | ||||||
| Management | 7 | Ratify PricewaterhouseCoopers SA as Auditors | For | For | ||||||
| Management | 8 | Designate Etude Gampert Demierre Moreno as Independent Proxy | For | For | ||||||
| Management | 9.1 | Approve Remuneration of Directors in the Amount of CHF 7.7 Million | For | For | ||||||
| Management | 9.2 | Approve Fixed Remuneration of Executive Committee in the Amount of CHF 5.4 Million | For | For | ||||||
| Management | 9.3 | Approve Variable Remuneration of Executive Committee in the Amount of CHF 27.7 Million | For | For | Vote FOR as the company has grown strongly, keeping up with best in class peers. The remuneration committee and executive staff have shown a willingness to reduce their pay during tough periods. Although more disclosure on the breakdown and KPIs for remuneration would be helpful, it is important to remain competitive on pay to retain key executive staff and the pay increase is warranted given the positive financial performance over the past year. | |||||
| Shareholder | 10 | Approve Increase in Size of Board to Six Members | Against | For | ||||||
| Shareholder | 11 | Amend Articles Re: Representatives of Holders of Category A and B Registered Shares | Against | For | Votes FOR these proposals are warranted due to the compelling rationale provided. | |||||
| Management | 12 | Transact Other Business (Voting) | For | Against | ||||||
| Babcock International Group Plc | ||||||||||
| Ticker: BAB | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G0689Q152 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 26-Sep-22 | ||||||||||
| Record Date: 22-Sep-22 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Report | For | For | ||||||
| Management | 3 | Re-elect Ruth Cairnie as Director | For | For | ||||||
| Management | 4 | Re-elect Carl-Peter Forster as Director | For | For | ||||||
| Management | 5 | Re-elect Lucy Dimes as Director | For | For | ||||||
| Management | 6 | Re-elect Lord Parker of Minsmere as Director | For | For | ||||||
| Management | 7 | Re-elect David Lockwood as Director | For | For | ||||||
| Management | 8 | Re-elect David Mellors as Director | For | For | ||||||
| Management | 9 | Elect John Ramsay as Director | For | For | ||||||
| Management | 10 | Reappoint Deloitte LLP as Auditors | For | For | ||||||
| Management | 11 | Authorise the Audit Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 12 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 13 | Authorise Issue of Equity | For | For | ||||||
| Management | 14 | Approve Deferred Share Bonus Plan | For | For | ||||||
| Management | 15 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 16 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 17 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Diageo Plc | ||||||||||
| Ticker: DGE | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G42089113 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 06-Oct-22 | ||||||||||
| Record Date: 04-Oct-22 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Report | For | For | ||||||
| Management | 3 | Approve Final Dividend | For | For | ||||||
| Management | 4 | Elect Karen Blackett as Director | For | For | ||||||
| Management | 5 | Re-elect Melissa Bethell as Director | For | For | ||||||
| Management | 6 | Re-elect Lavanya Chandrashekar as Director | For | For | ||||||
| Management | 7 | Re-elect Valerie Chapoulaud-Floquet as Director | For | For | ||||||
| Management | 8 | Re-elect Javier Ferran as Director | For | For | ||||||
| Management | 9 | Re-elect Susan Kilsby as Director | For | For | ||||||
| Management | 10 | Re-elect Sir John Manzoni as Director | For | For | ||||||
| Management | 11 | Re-elect Lady Mendelsohn as Director | For | For | ||||||
| Management | 12 | Re-elect Ivan Menezes as Director | For | For | ||||||
| Management | 13 | Re-elect Alan Stewart as Director | For | For | ||||||
| Management | 14 | Re-elect Ireena Vittal as Director | For | For | ||||||
| Management | 15 | Reappoint PricewaterhouseCoopers LLP as Auditors | For | For | ||||||
| Management | 16 | Authorise the Audit Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 17 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 18 | Amend Irish Share Ownership Plan | For | For | ||||||
| Management | 19 | Authorise Issue of Equity | For | For | ||||||
| Management | 20 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 21 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 22 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Vistry Group Plc | ||||||||||
| Ticker: VTY | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G9424B107 | ||||||||||
| Meeting Type: Special | ||||||||||
| Meeting Date:01-Nov-22 | ||||||||||
| Record Date: 28-Oct-22 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Matters Relating to the Recommended Cash and Share Combination of Vistry Group plc and Countryside Partnerships plc | For | For | ISS recommendation appears valid | |||||
| Management | 2 | Authorise Issue of Equity in Connection with the Combination | For | For | ISS recommendation appears valid | |||||
| BHP Group Limited | ||||||||||
| Ticker: BHP | ||||||||||
| Country: Australia | ||||||||||
| Provider Security ID: Q1498M100 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 10-Nov-22 | ||||||||||
| Record Date: 08-Nov-22 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 2 | Elect Michelle Hinchliffe as Director | For | For | ||||||
| Management | 3 | Elect Catherine Tanna as Director | For | For | ||||||
| Management | 4 | Elect Terry Bowen as Director | For | For | ||||||
| Management | 5 | Elect Xiaoqun Clever as Director | For | For | ||||||
| Management | 6 | Elect Ian Cockerill as Director | For | For | ||||||
| Management | 7 | Elect Gary Goldberg as Director | For | For | ||||||
| Management | 8 | Elect Ken MacKenzie as Director | For | For | ||||||
| Management | 9 | Elect Christine O'Reilly as Director | For | For | ||||||
| Management | 10 | Elect Dion Weisler as Director | For | For | ||||||
| Management | 11 | Approve Remuneration Report | For | For | ||||||
| Management | 12 | Approve Grant of Awards to Mike Henry | For | For | ||||||
| Shareholder | 13 | Approve the Amendments to the Company's Constitution | Against | Against | ||||||
| Shareholder | 14 | Approve Policy Advocacy | Against | Against | ||||||
| Shareholder | 15 | Approve Climate Accounting and Audit | Against | Against | ||||||
| Alphawave IP Group Plc | ||||||||||
| Ticker: AWE | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G03355107 | ||||||||||
| Meeting Type: Special | ||||||||||
| Meeting Date: 07-Dec-22 | ||||||||||
| Record Date: 05-Dec-22 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Amend Long Term Incentive Plan | For | Against | Do not support the change in dilution levels despite the company being in a strong growth phase. Increased headcount through acquisitions should not mandate existing shareholders agreeing to a higher degree of dilution. | |||||
| Prosegur Cash SA | ||||||||||
| Ticker: CASH | ||||||||||
| Country: Spain | ||||||||||
| Provider Security ID: E8S56X108 | ||||||||||
| Meeting Type: Extraordinary Shareholders | ||||||||||
| Meeting Date: 07-Dec-22 | ||||||||||
| Record Date: 02-Dec-22 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Dividends Charged Against Reserves | For | For | ISS recommendation appears valid | |||||
| Management | 2 | Amend the Maximum Amount of the Reduction in Share Capital Approved at the June 1, 2022 AGM | For | For | ISS recommendation appears valid | |||||
| Management | 3 | Amend Long-Term Global Optimum Plan | For | Against | The ability to vest 20 days post the EGM albeit with a clawback is not aligned with minority shareholders aim to have the share price increasing i.e. implies asymmetric returns | |||||
| Management | 4 | Amend Remuneration Policy for FY 2023-2025 | For | Against | The ability to vest 20 days post the EGM albeit with a clawback is not aligned with minority shareholders aim to have the share price increasing i.e. implies asymmetric returns | |||||
| Management | 5 | Authorize Board to Ratify and Execute Approved Resolutions | For | For | ||||||
| Sodexo SA | ||||||||||
| Ticker: SW | ||||||||||
| Country: France | ||||||||||
| Provider Security ID: F84941123 | ||||||||||
| Meeting Type: Annual/Special | ||||||||||
| Meeting Date: 19-Dec-22 | ||||||||||
| Record Date: 15-Dec-22 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | ||||||
| Management | 3 | Approve Allocation of Income and Dividends of EUR 2.40 per Share | For | For | ||||||
| Management | 4 | Reelect Veronique Laury as Director | For | For | ||||||
| Management | 5 | Reelect Luc Messier as Director | For | For | ||||||
| Management | 6 | Reelect Cecile Tandeau de Marsac as Director | For | For | ||||||
| Management | 7 | Elect Patrice de Talhouet as Director | For | For | ||||||
| Management | 8 | Appoint Cabinet ERNST & YOUNG AUDIT as Auditor | For | For | ||||||
| Management | 9 | Approve Remuneration Policy of Chairman and CEO from March 1 to August 31, 2022 | For | For | ||||||
| Management | 10 | Approve Compensation of Sophie Bellon, Chairman of the Board then Chairman and CEO | For | For | ||||||
| Management | 11 | Approve Compensation Report of Corporate Officers | For | For | ||||||
| Management | 12 | Approve Remuneration of Directors in the Aggregate Amount of EUR 1.2 Million | For | For | ||||||
| Management | 13 | Approve Remuneration Policy of Directors | For | For | ||||||
| Management | 14 | Approve Remuneration Policy of Chairman of the Board and CEO | For | For | ||||||
| Management | 15 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | ||||||
| Management | 16 | Authorize Decrease in Share Capital via Cancellation of Repurchased Shares | For | For | ||||||
| Management | 17 | Authorize Filing of Required Documents/Other Formalities | For | For | ||||||
| ASR Nederland NV | ||||||||||
| Ticker: ASRNL | ||||||||||
| Country: Netherlands | ||||||||||
| Provider Security ID: N0709G103 | ||||||||||
| Meeting Type: Extraordinary Shareholders | ||||||||||
| Meeting Date: 17-Jan-23 | ||||||||||
| Record Date: 20-Dec-22 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Open Meeting | ||||||||
| Management | 2a | Approve Acquisition of Aegon Nederland | For | For | We approve of the transaction | |||||
| Management | 2b | Grant Board Authority to Issue Shares | For | For | A vote FOR is warranted as the proposed capital authorization is specifically for the purpose of financing the aforementioned acquisition of Aegon Netherlands, which warrants support (See Item 2a). | |||||
| Management | 2c | Authorize Board to Exclude Preemptive Rights | For | For | A vote FOR is warranted as the proposed capital authorization is specifically for the purpose of financing the aforementioned acquisition of Aegon Netherlands, which warrants support (See Item 2a). | |||||
| Management | 3a | Extend Term of Appointment of Jos Baeten as Member and Chairman of the Executive Board | ||||||||
| Management | 4a | Announce Nomination by Supervisory Board to Appoint Two New Members of the Supervisory Board | ||||||||
| Management | 4b | Opportunity to Make Recommendations to the Supervisory Board | For | For | ||||||
| Management | 4c | Elect Danielle Jansen Heijtmajer to Supervisory Board | For | For | A vote FOR the elections of Danielle Jansen Heijtmajer and Lard Friese is warranted because: * The nominees are elected for a period not exceeding four years; * The candidates appear to possess the necessary qualifications for board membership; and However, this is not without concerns as also raised under Item 2b with regard to the role of Lard Friese on the ASR board and related veto rights. The scope of the veto rights is unprecedented in the Netherlands but which concern is partially mitigated by the temporary nature, Aegon no longer competing in the Netherlands and the company's conflict of interest policies. | |||||
| Management | 4d | Elect Lard Friese to Supervisory Board | For | For | A vote FOR the elections of Danielle Jansen Heijtmajer and Lard Friese is warranted because: * The nominees are elected for a period not exceeding four years; * The candidates appear to possess the necessary qualifications for board membership; and However, this is not without concerns as also raised under Item 2b with regard to the role of Lard Friese on the ASR board and related veto rights. The scope of the veto rights is unprecedented in the Netherlands but which concern is partially mitigated by the temporary nature, Aegon no longer competing in the Netherlands and the company's conflict of interest policies. | |||||
| Management | 5 | Allow Questions | ||||||||
| Management | 6 | Close Meeting | ||||||||
| Telenor ASA | ||||||||||
| Ticker: TEL | ||||||||||
| Country: Norway | ||||||||||
| Provider Security ID: R21882106 | ||||||||||
| Meeting Type: Extraordinary Shareholders | ||||||||||
| Meeting Date: 26-Jan-23 | ||||||||||
| Record Date: 19-Jan-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Open Meeting | ||||||||
| Management | 2 | Registration of Attending Shareholders and Proxies | ||||||||
| Management | 3 | Approve Notice of Meeting and Agenda | For | Do Not Vote | ||||||
| Management | 4 | Designate Inspector(s) of Minutes of Meeting | For | Do Not Vote | ||||||
| Management | 5 | Authorize Share Repurchase Program | For | Do Not Vote | ||||||
| Management | 6 | Close Meeting | ||||||||
| Imperial Brands Plc | ||||||||||
| Ticker: IMB | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G4720C107 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 01-Feb-23 | ||||||||||
| Record Date: 30-Jan-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Report | For | For | ||||||
| Management | 3 | Approve Final Dividend | For | For | ||||||
| Management | 4 | Re-elect Stefan Bomhard as Director | For | For | ||||||
| Management | 5 | Re-elect Susan Clark as Director | For | For | ||||||
| Management | 6 | Re-elect Ngozi Edozien as Director | For | For | ||||||
| Management | 7 | Re-elect Therese Esperdy as Director | For | For | ||||||
| Management | 8 | Re-elect Alan Johnson as Director | For | For | ||||||
| Management | 9 | Re-elect Robert Kunze-Concewitz as Director | For | For | ||||||
| Management | 10 | Re-elect Lukas Paravicini as Director | For | For | ||||||
| Management | 11 | Re-elect Diane de Saint Victor as Director | For | For | ||||||
| Management | 12 | Re-elect Jonathan Stanton as Director | For | For | ||||||
| Management | 13 | Reappoint Ernst & Young LLP as Auditors | For | For | ||||||
| Management | 14 | Authorise the Audit Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 15 | Approve Share Matching Scheme | For | For | ||||||
| Management | 16 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 17 | Authorise Issue of Equity | For | For | ||||||
| Management | 18 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 19 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 20 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Infineon Technologies AG | ||||||||||
| Ticker: IFX | ||||||||||
| Country: Germany | ||||||||||
| Provider Security ID: D35415104 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 16-Feb-23 | ||||||||||
| Record Date: 09-Feb-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Receive Financial Statements and Statutory Reports for Fiscal Year 2022 (Non-Voting) | ||||||||
| Management | 2 | Approve Allocation of Income and Dividends of EUR 0.32 per Share | For | For | ||||||
| Management | 3.1 | Approve Discharge of Management Board Member Jochen Hanebeck for Fiscal Year 2022 | For | For | ||||||
| Management | 3.2 | Approve Discharge of Management Board Member Constanze Hufenbecher for Fiscal Year 2022 | For | For | ||||||
| Management | 3.3 | Approve Discharge of Management Board Member Sven Schneider for Fiscal Year 2022 | For | For | ||||||
| Management | 3.4 | Approve Discharge of Management Board Member Andreas Urschitz (from June 1, 2022) for Fiscal Year 2022 | For | For | ||||||
| Management | 3.5 | Approve Discharge of Management Board Member Rutger Wijburg (from April 1, 2022) for Fiscal Year 2022 | For | For | ||||||
| Management | 3.6 | Approve Discharge of Management Board Member Reinhard Ploss (until March 31, 2022) for Fiscal Year 2022 | For | For | ||||||
| Management | 3.7 | Approve Discharge of Management Board Member Helmut Gassel (until May 31, 2022) for Fiscal Year 2022 | For | For | ||||||
| Management | 4.1 | Approve Discharge of Supervisory Board Member Wolfgang Eder for Fiscal Year 2022 | For | For | ||||||
| Management | 4.2 | Approve Discharge of Supervisory Board Member Xiaoqun Clever for Fiscal Year 2022 | For | For | ||||||
| Management | 4.3 | Approve Discharge of Supervisory Board Member Johann Dechant for Fiscal Year 2022 | For | For | ||||||
| Management | 4.4 | Approve Discharge of Supervisory Board Member Friedrich Eichiner for Fiscal Year 2022 | For | For | ||||||
| Management | 4.5 | Approve Discharge of Supervisory Board Member Annette Engelfried for Fiscal Year 2022 | For | For | ||||||
| Management | 4.6 | Approve Discharge of Supervisory Board Member Peter Gruber for Fiscal Year 2022 | For | For | ||||||
| Management | 4.7 | Approve Discharge of Supervisory Board Member Hans-Ulrich Holdenried for Fiscal Year 2022 | For | For | ||||||
| Management | 4.8 | Approve Discharge of Supervisory Board Member Susanne Lachenmann for Fiscal Year 2022 | For | For | ||||||
| Management | 4.9 | Approve Discharge of Supervisory Board Member Geraldine Picaud for Fiscal Year 2022 | For | For | ||||||
| Management | 4.10 | Approve Discharge of Supervisory Board Member Manfred Puffer for Fiscal Year 2022 | For | For | ||||||
| Management | 4.11 | Approve Discharge of Supervisory Board Member Melanie Riedl for Fiscal Year 2022 | For | For | ||||||
| Management | 4.12 | Approve Discharge of Supervisory Board Member Juergen Scholz for Fiscal Year 2022 | For | For | ||||||
| Management | 4.13 | Approve Discharge of Supervisory Board Member Ulrich Spiesshofer for Fiscal Year 2022 | For | For | ||||||
| Management | 4.14 | Approve Discharge of Supervisory Board Member Margret Suckale for Fiscal Year 2022 | For | For | ||||||
| Management | 4.15 | Approve Discharge of Supervisory Board Member Mirco Synde (from June 1, 2023) for Fiscal Year 2022 | For | For | ||||||
| Management | 4.16 | Approve Discharge of Supervisory Board Member Diana Vitale for Fiscal Year 2022 | For | For | ||||||
| Management | 4.17 | Approve Discharge of Supervisory Board Member Kerstin Schulzendorf (until May 31, 2022) for Fiscal Year 2022 | For | For | ||||||
| Management | 5 | Ratify KPMG AG as Auditors for Fiscal Year 2023 and for the Review of Interim Financial Reports for the First Half of Fiscal Year 2023 | For | For | ||||||
| Management | 6.1 | Elect Herbert Diess to the Supervisory Board | For | For | ||||||
| Management | 6.2 | Elect Klaus Helmrich to the Supervisory Board | For | For | ||||||
| Management | 7 | Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares | For | For | ||||||
| Management | 8 | Authorize Use of Financial Derivatives when Repurchasing Shares | For | For | ||||||
| Management | 9.1 | Amend Article Re: Location of Annual Meeting | For | For | ||||||
| Management | 9.2 | Approve Virtual-Only Shareholder Meetings Until 2028 | For | For | ||||||
| Management | 9.3 | Amend Articles Re: Participation of Supervisory Board Members in the Annual General Meeting by Means of Audio and Video Transmission | For | For | ||||||
| Management | 10 | Approve Remuneration Policy | For | For | ||||||
| Management | 11 | Approve Remuneration Report | For | For | ||||||
| Novartis AG | ||||||||||
| Ticker: NOVN | ||||||||||
| Country: Switzerland | ||||||||||
| Provider Security ID: H5820Q150 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 07-Mar-23 | ||||||||||
| Record Date: | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Discharge of Board and Senior Management | For | For | ||||||
| Management | 3 | Approve Allocation of Income and Dividends of CHF 3.20 per Share | For | For | ||||||
| Management | 4 | Approve CHF 63.1 Million Reduction in Share Capital via Cancellation of Repurchased Shares | For | For | ||||||
| Management | 5 | Authorize Repurchase of up to CHF 10 Billion in Issued Share Capital | For | For | ||||||
| Management | 6.1 | Amend Articles Re: Electronic Participation; Virtual-Only Shareholder Meetings | For | For | ||||||
| Management | 6.2 | Amend Articles of Association | For | For | ||||||
| Management | 6.3 | Amend Articles of Association | For | For | ||||||
| Management | 7.1 | Approve Remuneration of Directors in the Amount of CHF 8.8 Million | For | For | ||||||
| Management | 7.2 | Approve Maximum Remuneration of Executive Committee in the Amount of CHF 90 Million | For | For | ||||||
| Management | 7.3 | Approve Remuneration Report | For | For | ||||||
| Management | 8.1 | Reelect Joerg Reinhardt as Director and Board Chair | For | For | ||||||
| Management | 8.2 | Reelect Nancy Andrews as Director | For | For | ||||||
| Management | 8.3 | Reelect Ton Buechner as Director | For | For | ||||||
| Management | 8.4 | Reelect Patrice Bula as Director | For | For | ||||||
| Management | 8.5 | Reelect Elizabeth Doherty as Director | For | For | ||||||
| Management | 8.6 | Reelect Bridgette Heller as Director | For | For | ||||||
| Management | 8.7 | Reelect Daniel Hochstrasser as Director | For | For | ||||||
| Management | 8.8 | Reelect Frans van Houten as Director | For | For | ||||||
| Management | 8.9 | Reelect Simon Moroney as Director | For | For | ||||||
| Management | 8.10 | Reelect Ana de Pro Gonzalo as Director | For | For | ||||||
| Management | 8.11 | Reelect Charles Sawyers as Director | For | For | ||||||
| Management | 8.12 | Reelect William Winters as Director | For | For | ||||||
| Management | 8.13 | Elect John Young as Director | For | For | ||||||
| Management | 9.1 | Reappoint Patrice Bula as Member of the Compensation Committee | For | For | ||||||
| Management | 9.2 | Reappoint Bridgette Heller as Member of the Compensation Committee | For | For | ||||||
| Management | 9.3 | Reappoint Simon Moroney as Member of the Compensation Committee | For | For | ||||||
| Management | 9.4 | Reappoint William Winters as Member of the Compensation Committee | For | For | ||||||
| Management | 10 | Ratify KPMG AG as Auditors | For | For | ||||||
| Management | 11 | Designate Peter Zahn as Independent Proxy | For | For | ||||||
| Management | 12 | Transact Other Business (Voting) | For | Against | ||||||
| MFE-MEDIAFOREUROPE NV | ||||||||||
| Ticker: MFEB | ||||||||||
| Country: Netherlands | ||||||||||
| Provider Security ID: T6S17R115 | ||||||||||
| Meeting Type: Extraordinary Shareholders | ||||||||||
| Meeting Date: 15-Mar-23 | ||||||||||
| Record Date: 15-Feb-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Open Meeting | ||||||||
| Management | 2 | Approve Cancellation of MFE Shares A Held by MFE | For | For | Reasonable following the combination of the two companies | |||||
| Management | 3 | Approve Cross-Border Merger by Absorption of Mediaset Espana Comunicacion, S.A. | For | For | In line with the strategy of consolidating European media businesses | |||||
| Management | 4 | Allow Questions | ||||||||
| Management | 5 | Close Meeting | ||||||||
| OC Oerlikon Corp. AG | ||||||||||
| Ticker: OERL | ||||||||||
| Country: Switzerland | ||||||||||
| Provider Security ID: H59187106 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 21-Mar-23 | ||||||||||
| Record Date: | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1.1 | Amend Articles Re: Shares and Share Register | For | For | ||||||
| Management | 1.2 | Amend Articles of Association (Incl. Approval of Virtual-Only Shareholder Meetings) | For | Against | A vote AGAINST the proposed article amendments is warranted because:The threshold for submitting agenda items will increase and thus have a negative impact on shareholder rights. Moreover, shareholders may consider the current deadline of 10 weeks prior to the meeting, which would remain unchanged, to be excessive in the context of local market practice.The amendments would allow for virtual-only shareholder meetings on a permanent basis and the company does not explain the circumstances under which virtual-only meetings would be held. Nevertheless, the company states that it intends to hold in-person meetings going forward, including this year.The company has bundled a set of amendments affecting shareholder rights that could have been submitted for shareholder approval under separate resolutions, presenting shareholders with an all-or-nothing choice. | |||||
| Management | 1.3 | Amend Articles Re: Board Size; Powers of the Board of Directors; Delegation of Management | For | For | ||||||
| Management | 1.4 | Amend Articles Re: Compensation; Agreements with Members of the Board of Directors and Executive Committee; External Mandates of the Board of Directors and Executive Committee | For | For | ||||||
| Management | 2 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 3 | Approve Allocation of Income and Dividends of CHF 0.35 per Share | For | For | JHI will generally vote in favor of proposals relating to the issuance of dividends. | |||||
| Management | 4 | Approve Discharge of Board and Senior Management | For | For | ||||||
| Management | 5.1.1 | Reelect Michael Suess as Director and Board Chair | For | Abstain | A vote AGAINST Michael Suess is warranted because the combination of the CEO and board chair roles under a single "executive chair" position is a breach of market best practice. | |||||
| Management | 5.1.2 | Reelect Paul Adams as Director | For | For | ||||||
| Management | 5.1.3 | Reelect Juerg Fedier as Director | For | For | ||||||
| Management | 5.1.4 | Reelect Irina Matveeva as Director | For | For | ||||||
| Management | 5.1.5 | Reelect Alexey Moskov as Director | For | For | ||||||
| Management | 5.1.6 | Reelect Gerhard Pegam as Director | For | For | ||||||
| Management | 5.1.7 | Reelect Zhenguo Yao as Director | For | For | ||||||
| Management | 5.2 | Elect Inka Koljonen as Director | For | For | ||||||
| Management | 6.1.1 | Reappoint Paul Adams as Member of the Human Resources Committee | For | For | ||||||
| Management | 6.1.2 | Reappoint Alexey Moskov as Member of the Human Resources Committee | For | For | ||||||
| Management | 6.1.3 | Reappoint Gerhard Pegam as Member of the Human Resources Committee | For | For | Voting against on basis of gender diversity seems arbitrary to choose just this individual. | |||||
| Management | 6.1.4 | Reappoint Zhenguo Yao as Member of the Human Resources Committee | For | For | ||||||
| Management | 6.2 | Appoint Inka Koljonen as Member of the Human Resources Committee | For | For | ||||||
| Management | 7 | Ratify PricewaterhouseCoopers AG as Auditors | For | For | ||||||
| Management | 8 | Designate Proxy Voting Services GmbH as Independent Proxy | For | For | ||||||
| Management | 9 | Approve Remuneration Report | For | For | JHI votes this issue on a case-by-case basis. | |||||
| Management | 10 | Approve Remuneration of Directors in the Amount of CHF 4.5 Million | For | For | ||||||
| Management | 11 | Approve Fixed Remuneration of Executive Committee in the Amount of CHF 4 Million | For | For | ||||||
| Management | 12 | Approve Variable Remuneration of Executive Committee in the Amount of CHF 5.3 Million | For | For | ||||||
| Management | 13 | Transact Other Business (Voting) | For | Against | JHI will generally vote against proposals to approve other business when it appears as a voting item. | |||||
| Novo Nordisk A/S | ||||||||||
| Ticker: NOVO.B | ||||||||||
| Country: Denmark | ||||||||||
| Provider Security ID: K72807132 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 23-Mar-23 | ||||||||||
| Record Date: 16-Mar-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Receive Report of Board | ||||||||
| Management | 2 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 3 | Approve Allocation of Income and Dividends of DKK 8.15 Per Share | For | For | ||||||
| Management | 4 | Approve Remuneration Report (Advisory Vote) | For | For | ||||||
| Management | 5.1 | Approve Remuneration of Directors in the Aggregate Amount of DKK 20.2 Million | For | For | ||||||
| Management | 5.2 | Approve Remuneration of Directors in the Amount of DKK 3.1 Million for the Chairman, DKK 1.56 Million for the Vice Chairman, and DKK 784,000 for Other Directors; Approve Remuneration for Committee Work | For | For | ||||||
| Management | 5.3 | Amendment to Remuneration Policy for Board of Directors and Executive Management | For | For | ||||||
| Management | 6.1 | Reelect Helge Lund as Board Chairman | For | For | ||||||
| Management | 6.2 | Reelect Henrik Poulsen as Vice Chairman | For | For | ||||||
| Management | 6.3a | Reelect Laurence Debroux as Director | For | For | A vote FOR candidates Laurence Debroux, Andreas Fibig, Sylvie Grégoire, Kasim Kutay, Christina Law and Martin Mackay is warranted due to a lack of concern regarding the suitability of these candidates. | |||||
| Management | 6.3b | Reelect Andreas Fibig as Director | For | For | A vote FOR candidates Laurence Debroux, Andreas Fibig, Sylvie Grégoire, Kasim Kutay, Christina Law and Martin Mackay is warranted due to a lack of concern regarding the suitability of these candidates. | |||||
| Management | 6.3c | Reelect Sylvie Gregoire as Director | For | For | A vote FOR candidates Laurence Debroux, Andreas Fibig, Sylvie Grégoire, Kasim Kutay, Christina Law and Martin Mackay is warranted due to a lack of concern regarding the suitability of these candidates. | |||||
| Management | 6.3d | Reelect Kasim Kutay as Director | For | For | A vote FOR candidates Laurence Debroux, Andreas Fibig, Sylvie Grégoire, Kasim Kutay, Christina Law and Martin Mackay is warranted due to a lack of concern regarding the suitability of these candidates. | |||||
| Management | 6.3e | Reelect Christina Law as Director | For | For | A vote FOR candidates Laurence Debroux, Andreas Fibig, Sylvie Grégoire, Kasim Kutay, Christina Law and Martin Mackay is warranted due to a lack of concern regarding the suitability of these candidates. | |||||
| Management | 6.3f | Reelect Martin Mackay as Director | For | For | A vote FOR candidates Laurence Debroux, Andreas Fibig, Sylvie Grégoire, Kasim Kutay, Christina Law and Martin Mackay is warranted due to a lack of concern regarding the suitability of these candidates. | |||||
| Management | 7 | Ratify Deloitte as Auditor | For | For | ||||||
| Management | 8.1 | Approve DKK 5 Million Reduction in Share Capital via Share Cancellation of B Shares | For | For | ||||||
| Management | 8.2 | Authorize Share Repurchase Program | For | For | ||||||
| Management | 8.3 | Approve Creation of DKK 45.1 Million Pool of Capital with Preemptive Rights; Approve Creation of DKK 45.1 Million Pool of Capital without Preemptive Rights; Maximum Increase in Share Capital under Both Authorizations up to DKK 45.1 Million | For | For | ||||||
| Shareholder | 8.4 | Product Pricing Proposal | Against | Against | ||||||
| Management | 9 | Other Business | ||||||||
| BAWAG Group AG | ||||||||||
| Ticker: BG | ||||||||||
| Country: Austria | ||||||||||
| Provider Security ID: A0997C107 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 31-Mar-23 | ||||||||||
| Record Date: 21-Mar-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Receive Financial Statements and Statutory Reports for Fiscal Year 2022 (Non-Voting) | ||||||||
| Management | 2 | Approve Allocation of Income and Dividends of EUR 3.70 per Share | For | For | ||||||
| Management | 3 | Approve Discharge of Management Board for Fiscal Year 2022 | For | For | ||||||
| Management | 4 | Approve Discharge of Supervisory Board for Fiscal Year 2022 | For | For | ||||||
| Management | 5 | Ratify KPMG Austria GmbH as Auditors for Fiscal Year 2024 | For | For | ||||||
| Management | 6 | Approve Remuneration Report | For | For | ||||||
| Management | 7 | Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares | For | For | ||||||
| Management | 8 | Approve Virtual-Only or Hybrid Shareholder Meetings | For | For | The company are asking for the possibility of holding virtual or hybrid meetings, it will nor definitely do so. It is likely only to be in unusual situations, and in these situations it is sensible to have the flexibility to have virtual meetings. For example, dividend approval is needed at AGMs in order for proposed dividends to be paid and therefore flexbility on the format of the meeting is in our clients interests. | |||||
| Management | 9.1 | New/Amended Proposals from Management and Supervisory Board | None | Against | There is no time to consider anything that gets raised at the meeting, hence more prudent to vote Against | |||||
| Management | 9.2 | New/Amended Proposals from Shareholders | None | Against | There is no time to consider anything that gets raised at the meeting, hence more prudent to vote Against | |||||
| Volvo AB | ||||||||||
| Ticker: VOLV.B | ||||||||||
| Country: Sweden | ||||||||||
| Provider Security ID: 928856301 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 04-Apr-23 | ||||||||||
| Record Date: 27-Mar-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Open Meeting | ||||||||
| Management | 2 | Elect Chairman of Meeting | For | For | JHI will generally vote in favor of proposals relating to the administration of an annual shareholder meeting. | |||||
| Management | 3 | Prepare and Approve List of Shareholders | ||||||||
| Management | 4 | Approve Agenda of Meeting | For | For | JHI will generally vote in favor of proposals relating to the administration of an annual shareholder meeting. | |||||
| Management | 5 | Designate Inspector(s) of Minutes of Meeting | ||||||||
| Management | 6 | Acknowledge Proper Convening of Meeting | For | For | JHI will generally vote in favor of proposals relating to the administration of an annual shareholder meeting. | |||||
| Management | 7 | Receive President's Report | ||||||||
| Management | 8 | Receive Financial Statements and Statutory Reports | ||||||||
| Management | 9 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 10 | Approve Allocation of Income and Dividends of SEK 7.00 Per Share and an Extra Dividend of SEK 7.00 Per Share | For | For | JHI will generally vote in favor of proposals relating to the issuance of dividends. | |||||
| Management | 11.1 | Approve Discharge of Matti Alahuhta | For | For | ||||||
| Management | 11.2 | Approve Discharge of Jan Carlson | For | For | ||||||
| Management | 11.3 | Approve Discharge of Eckhard Cordes | For | For | ||||||
| Management | 11.4 | Approve Discharge of Eric Elzvik | For | For | ||||||
| Management | 11.5 | Approve Discharge of Martha Finn Brooks | For | For | ||||||
| Management | 11.6 | Approve Discharge of Kurt Jofs | For | For | ||||||
| Management | 11.7 | Approve Discharge of Martin Lundstedt (Board Member) | For | For | ||||||
| Management | 11.8 | Approve Discharge of Kathryn V. Marinello | For | For | ||||||
| Management | 11.9 | Approve Discharge of Martina Merz | For | For | ||||||
| Management | 11.10 | Approve Discharge of Hanne de Mora | For | For | ||||||
| Management | 11.11 | Approve Discharge of Helena Stjernholm | For | For | ||||||
| Management | 11.12 | Approve Discharge of Carl-Henric Svanberg | For | For | ||||||
| Management | 11.13 | Approve Discharge of Lars Ask (Employee Representative) | For | For | ||||||
| Management | 11.14 | Approve Discharge of Mats Henning (Employee Representative) | For | For | ||||||
| Management | 11.15 | Approve Discharge of Mikael Sallstrom (Employee Representative) | For | For | ||||||
| Management | 11.16 | Approve Discharge of Camilla Johansson (Deputy Employee Representative) | For | For | ||||||
| Management | 11.17 | Approve Discharge of Mari Larsson (Deputy Employee Representative) | For | For | ||||||
| Management | 11.18 | Approve Discharge of Martin Lundstedt (as CEO) | For | For | ||||||
| Management | 12.1 | Determine Number of Members (11) of Board | For | For | ||||||
| Management | 12.2 | Determine Number Deputy Members (0) of Board | For | For | ||||||
| Management | 13 | Approve Remuneration of Directors in the Amount of SEK 3.9 Million for Chairman and SEK 1.18 Million for Other Directors except CEO; Approve Remuneration for Committee Work | For | For | ||||||
| Management | 14.1 | Reelect Matti Alahuhta as Director | For | For | ||||||
| Management | 14.2 | Elect Bo Annvik as New Director | For | For | ||||||
| Management | 14.3 | Reelect Jan Carlson as Director | For | For | ||||||
| Management | 14.4 | Reelect Eric Elzvik as Director | For | For | ||||||
| Management | 14.5 | Reelect Martha Finn Brooks as Director | For | For | ||||||
| Management | 14.6 | Reelect Kurt Jofs as Director | For | For | ||||||
| Management | 14.7 | Reelect Martin Lundstedt as Director | For | For | ||||||
| Management | 14.8 | Reelect Kathryn V. Marinello as Director | For | For | ||||||
| Management | 14.9 | Reelect Martina Merz as Director | For | For | ||||||
| Management | 14.10 | Reelect Helena Stjernholm as Director | For | For | ||||||
| Management | 14.11 | Reelect Carl-Henric Svanberg as Director | For | For | ||||||
| Management | 15 | Reelect Carl-Henric Svanberg as Board Chair | For | For | ||||||
| Management | 16 | Approve Remuneration of Auditors | For | For | ||||||
| Management | 17 | Ratify Deloitte AB as Auditors | For | For | ||||||
| Management | 18.1 | Elect Par Boman to Serve on Nominating Committee | For | For | ||||||
| Management | 18.2 | Elect Anders Oscarsson to Serve on Nominating Committee | For | For | ||||||
| Management | 18.3 | Elect Magnus Billing to Serve on Nominating Committee | For | For | ||||||
| Management | 18.4 | Elect Anders Algotsson to Serve on Nominating Committee | For | For | ||||||
| Management | 18.5 | Elect Chairman of the Board to Serve on Nomination Committee | For | For | ||||||
| Management | 19 | Approve Remuneration Report | For | For | The company is taking steps to address the LTIP performance metrics to propose a new 3-year performance period. In the interim, the current LTIP requires management to invest the achieved cash bonus into the company shares for a minimum period of 3 years and provides longer term alignment with the company’s performance until the policy is updated. Outside of this point of contention, the remuneration appears reasonable and aligned with shareholder interests. The management team has performed well over the period and we welcome the LTIP performance period being extended to three years in the future. | |||||
| Management | 20.1 | Approve Remuneration Policy And Other Terms of Employment For Executive Management | For | For | ||||||
| Management | 20.2 | Approve Long-Term Performance Based Incentive Program | For | For | ||||||
| Deutsche Telekom AG | ||||||||||
| Ticker: DTE | ||||||||||
| Country: Germany | ||||||||||
| Provider Security ID: D2035M136 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 05-Apr-23 | ||||||||||
| Record Date: 31-Mar-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Receive Financial Statements and Statutory Reports for Fiscal Year 2022 (Non-Voting) | ||||||||
| Management | 2 | Approve Allocation of Income and Dividends of EUR 0.70 per Share | For | For | ||||||
| Management | 3 | Approve Discharge of Management Board for Fiscal Year 2022 | For | For | ||||||
| Management | 4 | Approve Discharge of Supervisory Board for Fiscal Year 2022 | For | For | ||||||
| Management | 5 | Ratify Deloitte GmbH as Auditors for Fiscal Year 2023 and for the Review of the Interim Financial Statements for Fiscal Year 2023 and First Quarter of Fiscal Year 2024 | For | For | ||||||
| Management | 6.1 | Elect Harald Krueger to the Supervisory Board | For | For | ||||||
| Management | 6.2 | Elect Reinhard Ploss to the Supervisory Board | For | For | ||||||
| Management | 6.3 | Elect Margret Suckale to the Supervisory Board | For | For | ||||||
| Management | 7 | Approve Virtual-Only Shareholder Meetings Until 2025 | For | For | ||||||
| Management | 8 | Approve Remuneration Report | For | For | ||||||
| Rio Tinto Plc | ||||||||||
| Ticker: RIO | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G75754104 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 06-Apr-23 | ||||||||||
| Record Date: 04-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Report for UK Law Purposes | For | For | ||||||
| Management | 3 | Approve Remuneration Report for Australian Law Purposes | For | For | ||||||
| Management | 4 | Approve the Potential Termination of Benefits for Australian Law Purposes | For | For | Voting inline with ISS recommendation. This is not a change to the Company's existing policy and practices. | |||||
| Management | 5 | Elect Kaisa Hietala as Director | For | For | ||||||
| Management | 6 | Re-elect Dominic Barton as Director | For | For | ||||||
| Management | 7 | Re-elect Megan Clark as Director | For | For | ||||||
| Management | 8 | Re-elect Peter Cunningham as Director | For | For | ||||||
| Management | 9 | Re-elect Simon Henry as Director | For | For | ||||||
| Management | 10 | Re-elect Sam Laidlaw as Director | For | For | ||||||
| Management | 11 | Re-elect Simon McKeon as Director | For | For | ||||||
| Management | 12 | Re-elect Jennifer Nason as Director | For | For | ||||||
| Management | 13 | Re-elect Jakob Stausholm as Director | For | For | ||||||
| Management | 14 | Re-elect Ngaire Woods as Director | For | For | ||||||
| Management | 15 | Re-elect Ben Wyatt as Director | For | For | ||||||
| Management | 16 | Reappoint KPMG LLP as Auditors | For | For | ||||||
| Management | 17 | Authorise the Audit and Risk Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 18 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 19 | Authorise Issue of Equity | For | For | ||||||
| Management | 20 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 21 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 22 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Adecco Group AG | ||||||||||
| Ticker: ADEN | ||||||||||
| Country: Switzerland | ||||||||||
| Provider Security ID: H00392318 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 12-Apr-23 | ||||||||||
| Record Date: | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1.1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 1.2 | Approve Remuneration Report (Non-Binding) | For | Abstain | ||||||
| Management | 2.1 | Approve Allocation of Income and Dividends of CHF 1.85 per Share | For | For | JHI will generally vote in favor of proposals relating to the issuance of dividends. | |||||
| Management | 2.2 | Approve Dividends of CHF 0.65 per Share from Capital Contribution Reserves | For | For | JHI will generally vote in favor of proposals relating to the issuance of dividends. | |||||
| Management | 3 | Approve Discharge of Board and Senior Management | For | For | ||||||
| Management | 4.1 | Approve Remuneration of Directors in the Amount of CHF 5.3 Million | For | For | ||||||
| Management | 4.2 | Approve Remuneration of Executive Committee in the Amount of CHF 32 Million | For | For | ||||||
| Management | 5.1.1 | Reelect Jean-Christophe Deslarzes as Director and Board Chair | For | For | ||||||
| Management | 5.1.2 | Reelect Rachel Duan as Director | For | For | ||||||
| Management | 5.1.3 | Reelect Ariane Gorin as Director | For | For | ||||||
| Management | 5.1.4 | Reelect Alexander Gut as Director | For | For | ||||||
| Management | 5.1.5 | Reelect Didier Lamouche as Director | For | For | ||||||
| Management | 5.1.6 | Reelect David Prince as Director | For | For | ||||||
| Management | 5.1.7 | Reelect Kathleen Taylor as Director | For | For | ||||||
| Management | 5.1.8 | Reelect Regula Wallimann as Director | For | For | ||||||
| Management | 5.1.9 | Elect Sandhya Venugopal as Director | For | For | ||||||
| Management | 5.2.1 | Reappoint Rachel Duan as Member of the Compensation Committee | For | For | ||||||
| Management | 5.2.2 | Reappoint Didier Lamouche as Member of the Compensation Committee | For | For | ||||||
| Management | 5.2.3 | Reappoint Kathleen Taylor as Member of the Compensation Committee | For | For | ||||||
| Management | 5.3 | Designate Keller AG as Independent Proxy | For | For | ||||||
| Management | 5.4 | Ratify Ernst & Young AG as Auditors | For | For | ||||||
| Management | 6 | Transact Other Business (Voting) | For | Against | JHI will generally vote against proposals to approve other business when it appears as a voting item. | |||||
| UPM-Kymmene Oyj | ||||||||||
| Ticker: UPM | ||||||||||
| Country: Finland | ||||||||||
| Provider Security ID: X9518S108 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 12-Apr-23 | ||||||||||
| Record Date: 29-Mar-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Open Meeting | ||||||||
| Management | 2 | Call the Meeting to Order | ||||||||
| Management | 3 | Designate Inspector or Shareholder Representative(s) of Minutes of Meeting | ||||||||
| Management | 4 | Acknowledge Proper Convening of Meeting | ||||||||
| Management | 5 | Prepare and Approve List of Shareholders | ||||||||
| Management | 6 | Receive Financial Statements and Statutory Reports | ||||||||
| Management | 7 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 8 | Approve Allocation of Income and Dividends of EUR 1.50 Per Share | For | For | ||||||
| Management | 9 | Approve Discharge of Board and President | For | For | ||||||
| Management | 10 | Approve Remuneration Report | For | For | ||||||
| Management | 11 | Remuneration of Directors in the Amount of EUR 218,000 for Chairman, EUR 145,000 for Deputy Chairman and EUR 120,000 for Other Directors; Approve Compensation for Committee Work | For | For | ||||||
| Management | 12 | Fix Number of Directors at Nine | For | For | ||||||
| Management | 13 | Reelect Henrik Ehrnrooth, Emma FitzGerald, Jari Gustafsson, Piia-Noora Kauppi, Topi Manner, Marjan Oudeman, Martin a Porta and Kim Wahl as Directors; Eelect Pia Aaltonen-Forsell as New Director | For | For | Both companies are in the same country, and the role of Chairman of UPM is not combined with CEO. | |||||
| Management | 14 | Approve Remuneration of Auditors | For | For | ||||||
| Management | 15 | Ratify PricewaterhouseCoopers as Auditor for FY 2023 | For | For | ||||||
| Management | 16 | Ratify Ernst & Young Oy as Auditor for FY 2024 | For | For | ||||||
| Management | 17 | Approve Issuance of up to 25 Million Shares without Preemptive Rights | For | For | ||||||
| Management | 18 | Authorize Share Repurchase Program | For | For | ||||||
| Management | 19 | Allow Shareholder Meetings to be Held by Electronic Means Only | For | For | during Covid is proved to be a problem not being able to have electronic meetings, especially for dividend payments. the management regularly engages with us as shareholders so I do not feel that we have a problem communicating with them. | |||||
| Management | 20 | Authorize Charitable Donations | For | For | ||||||
| Management | 21 | Close Meeting | ||||||||
| BFF Bank SpA | ||||||||||
| Ticker: BFF | ||||||||||
| Country: Italy | ||||||||||
| Provider Security ID: T1R288116 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 13-Apr-23 | ||||||||||
| Record Date: 31-Mar-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | Vote FOR Item 1 given the lack of concern regarding the accounts presented or audit procedures used. However, support is qualified due to the shareholder meeting format, which will not allow shareholders to actively participate in the AGM and interact with the management during the meeting. Item 2 merits a vote FOR because the proposed income allocation and the resulting payout ratio are acceptable. | |||||
| Management | 2 | Approve Allocation of Income | For | For | Vote FOR Item 1 given the lack of concern regarding the accounts presented or audit procedures used. However, support is qualified due to the shareholder meeting format, which will not allow shareholders to actively participate in the AGM and interact with the management during the meeting. Item 2 merits a vote FOR because the proposed income allocation and the resulting payout ratio are acceptable. | |||||
| Management | 3 | Approve Remuneration Policy | For | Against | ||||||
| Management | 4 | Approve Severance Payments Policy | For | Against | This item warrants a vote AGAINST because the company's policy on termination payments is not in line with acceptable market practice. | |||||
| Management | 5 | Approve Second Section of the Remuneration Report | For | Against | ||||||
| Management | 6 | Authorize Share Repurchase Program and Reissuance of Repurchased Shares | For | For | ||||||
| Management | A | Deliberations on Possible Legal Action Against Directors if Presented by Shareholders | None | Against | ||||||
| Stellantis NV | ||||||||||
| Ticker: STLAM | ||||||||||
| Country: Netherlands | ||||||||||
| Provider Security ID: N82405106 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 13-Apr-23 | ||||||||||
| Record Date: 16-Mar-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Open Meeting | ||||||||
| Management | 2.a | Receive Report of Board of Directors (Non-Voting) | ||||||||
| Management | 2.b | Receive Explanation on Company's Reserves and Dividend Policy | ||||||||
| Management | 2.c | Approve Remuneration Report Excluding Pre-Merger Legacy Matters | For | For | ||||||
| Management | 2.d | Approve Remuneration Report on the Pre-Merger Legacy Matters | For | Against | A vote AGAINST this item is warranted. Although the proposed payments are in in line with the terms of the new agreement approved by both FCA NV and Groupe PSA shareholders, a concern is raised as the total payout is considered excessive and the accelerated vesting of LTI awards is not related to any performance assessment. | |||||
| Management | 2.e | Adopt Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2.f | Approve Dividends of EUR 1.34 Per Share | For | For | ||||||
| Management | 2g | Approve Discharge of Directors | For | For | ||||||
| Management | 3 | Elect Benoit Ribadeau-Dumas as Non-Executive Director | For | Abstain | The diversity percentage is 27%, so the board does seem to moving in the direction of 30%. My reading is that this appointment was to some extent out of the company's control as the director represents the Agnelli's family interests. | |||||
| Management | 4.a | Ratify Ernst & Young Accountants LLP as Auditors for the Financial Year 2023 | For | For | A vote FOR is warranted because there are no concerns regarding these proposals. | |||||
| Management | 4.b | Ratify Deloitte Accountants B.V. as Auditors for the Financial Year 2024 | For | For | A vote FOR is warranted because there are no concerns regarding these proposals. | |||||
| Management | 5 | Amend Remuneration Policy | For | For | ||||||
| Management | 6.a | Grant Board Authority to Issue Shares Up to 10 Percent of Issued Capital | For | For | A vote FOR this proposal is warranted because it is in line with commonly used safeguards regarding volume and duration. | |||||
| Management | 6.b | Authorize Board to Exclude Preemptive Rights from Share Issuances | For | For | A vote FOR this proposal is warranted because it is in line with commonly used safeguards regarding volume and duration. | |||||
| Management | 7 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | ||||||
| Management | 8 | Approve Cancellation of Common Shares | For | For | ||||||
| Management | 9 | Close Meeting | ||||||||
| Airbus SE | ||||||||||
| Ticker: AIR | ||||||||||
| Country: Netherlands | ||||||||||
| Provider Security ID: N0280G100 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 19-Apr-23 | ||||||||||
| Record Date: 22-Mar-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Open Meeting | ||||||||
| Management | 2.1 | Discussion on Company's Corporate Governance Structure | ||||||||
| Management | 2.2 | Receive Report on Business and Financial Statements | ||||||||
| Management | 2.3 | Receive Explanation on Company's Dividend Policy | ||||||||
| Management | 3.1 | Receive Board Report | ||||||||
| Management | 3.2 | Discussion on Leading the Journey Towards Clean Aerospace | ||||||||
| Management | 3.3 | Discuss Potential Long-Term Strategic and Technological Partnership with Evidian and Acquisition of a Minority Stake in Evidian | ||||||||
| Management | 4.1 | Adopt Financial Statements | For | For | ||||||
| Management | 4.2 | Approve Allocation of Income | For | For | ||||||
| Management | 4.3 | Approve Discharge of Non-Executive Directors | For | For | ||||||
| Management | 4.4 | Approve Discharge of Executive Directors | For | For | ||||||
| Management | 4.5 | Ratify Ernst & Young Accountants LLP as Auditors | For | For | ||||||
| Management | 4.6 | Approve Implementation of Remuneration Policy | For | For | ||||||
| Management | 4.7 | Reelect Ralph D. Crosby, Jr. as Non-Executive Director | For | For | ||||||
| Management | 4.8 | Reelect Mark Dunkerley as Non-Executive Director | For | For | ||||||
| Management | 4.9 | Reelect Stephan Gemkow as Non-Executive Director | For | For | ||||||
| Management | 4.10 | Elect Antony Wood as Non-Executive Director | For | For | ||||||
| Management | 4.11 | Grant Board Authority to Issue Shares and Exclude Preemptive Rights for the Purpose of Employee Share Ownership Plans and Share-Related Long-Term Incentive Plans | For | For | ||||||
| Management | 4.12 | Grant Board Authority to Issue Shares and Exclude Preemptive Rights for the Purpose of Company Funding | For | For | ||||||
| Management | 4.13 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | ||||||
| Management | 4.14 | Approve Cancellation of Repurchased Shares | For | For | ||||||
| Management | 5 | Close Meeting | ||||||||
| Nestle SA | ||||||||||
| Ticker: NESN | ||||||||||
| Country: Switzerland | ||||||||||
| Provider Security ID: H57312649 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 20-Apr-23 | ||||||||||
| Record Date: | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1.1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 1.2 | Approve Remuneration Report | For | For | ||||||
| Management | 2 | Approve Discharge of Board and Senior Management | For | For | ||||||
| Management | 3 | Approve Allocation of Income and Dividends of CHF 2.95 per Share | For | For | ||||||
| Management | 4.1.a | Reelect Paul Bulcke as Director and Board Chair | For | For | ||||||
| Management | 4.1.b | Reelect Ulf Schneider as Director | For | For | ||||||
| Management | 4.1.c | Reelect Henri de Castries as Director | For | For | ||||||
| Management | 4.1.d | Reelect Renato Fassbind as Director | For | For | ||||||
| Management | 4.1.e | Reelect Pablo Isla as Director | For | For | ||||||
| Management | 4.1.f | Reelect Patrick Aebischer as Director | For | For | ||||||
| Management | 4.1.g | Reelect Kimberly Ross as Director | For | For | ||||||
| Management | 4.1.h | Reelect Dick Boer as Director | For | For | ||||||
| Management | 4.1.i | Reelect Dinesh Paliwal as Director | For | For | ||||||
| Management | 4.1.j | Reelect Hanne Jimenez de Mora as Director | For | For | ||||||
| Management | 4.1.k | Reelect Lindiwe Sibanda as Director | For | For | ||||||
| Management | 4.1.l | Reelect Chris Leong as Director | For | For | ||||||
| Management | 4.1.m | Reelect Luca Maestri as Director | For | For | ||||||
| Management | 4.2.1 | Elect Rainer Blair as Director | For | For | ||||||
| Management | 4.2.2 | Elect Marie-Gabrielle Ineichen-Fleisch as Director | For | For | ||||||
| Management | 4.3.1 | Reappoint Pablo Isla as Member of the Compensation Committee | For | For | ||||||
| Management | 4.3.2 | Reappoint Patrick Aebischer as Member of the Compensation Committee | For | For | ||||||
| Management | 4.3.3 | Reappoint Dick Boer as Member of the Compensation Committee | For | For | ||||||
| Management | 4.3.4 | Reappoint Dinesh Paliwal as Member of the Compensation Committee | For | For | ||||||
| Management | 4.4 | Ratify Ernst & Young AG as Auditors | For | For | ||||||
| Management | 4.5 | Designate Hartmann Dreyer as Independent Proxy | For | For | ||||||
| Management | 5.1 | Approve Remuneration of Directors in the Amount of CHF 10.5 Million | For | For | ||||||
| Management | 5.2 | Approve Remuneration of Executive Committee in the Amount of CHF 72 Million | For | For | ||||||
| Management | 6 | Approve CHF 8 Million Reduction in Share Capital as Part of the Share Buyback Program via Cancellation of Repurchased Shares | For | For | ||||||
| Management | 7.1 | Amend Articles Re: General Meeting (Incl. Virtual-Only or Hybrid Shareholder Meetings) | For | For | ||||||
| Management | 7.2 | Amend Articles of Association | For | For | ||||||
| Management | 8 | Transact Other Business (Voting) | Against | Against | ||||||
| RELX Plc | ||||||||||
| Ticker: REL | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G7493L105 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 20-Apr-23 | ||||||||||
| Record Date: 18-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Policy | For | For | ||||||
| Management | 3 | Approve Remuneration Report | For | For | ||||||
| Management | 4 | Approve Final Dividend | For | For | ||||||
| Management | 5 | Reappoint Ernst & Young LLP as Auditors | For | For | ||||||
| Management | 6 | Authorise the Audit Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 7 | Elect Alistair Cox as Director | For | For | ||||||
| Management | 8 | Re-elect Paul Walker as Director | For | For | ||||||
| Management | 9 | Re-elect June Felix as Director | For | For | ||||||
| Management | 10 | Re-elect Erik Engstrom as Director | For | For | ||||||
| Management | 11 | Re-elect Charlotte Hogg as Director | For | For | ||||||
| Management | 12 | Re-elect Marike van Lier Lels as Director | For | For | ||||||
| Management | 13 | Re-elect Nick Luff as Director | For | For | ||||||
| Management | 14 | Re-elect Robert MacLeod as Director | For | For | ||||||
| Management | 15 | Re-elect Andrew Sukawaty as Director | For | For | ||||||
| Management | 16 | Re-elect Suzanne Wood as Director | For | For | ||||||
| Management | 17 | Approve Long-Term Incentive Plan | For | For | ||||||
| Management | 18 | Approve Executive Share Ownership Scheme | For | For | ||||||
| Management | 19 | Approve Sharesave Plan | For | For | ||||||
| Management | 20 | Approve Employee Share Purchase Plan | For | For | ||||||
| Management | 21 | Authorise Issue of Equity | For | For | ||||||
| Management | 22 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 23 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | ||||||
| Management | 24 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 25 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| ING Groep NV | ||||||||||
| Ticker: INGA | ||||||||||
| Country: Netherlands | ||||||||||
| Provider Security ID: N4578E595 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 24-Apr-23 | ||||||||||
| Record Date: 27-Mar-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Open Meeting | ||||||||
| Management | 2A | Receive Report of Executive Board (Non-Voting) | ||||||||
| Management | 2B | Receive Report of Supervisory Board (Non-Voting) | ||||||||
| Management | 2C | Approve Remuneration Report | For | For | ||||||
| Management | 2D | Adopt Financial Statements and Statutory Reports | For | For | ||||||
| Management | 3A | Receive Explanation on Dividend and Distribution Policy | ||||||||
| Management | 3B | Approve Dividends | For | For | ||||||
| Management | 4A | Approve Discharge of Executive Board | For | For | ||||||
| Management | 4B | Approve Discharge of Supervisory Board | For | For | ||||||
| Management | 5 | Ratify KPMG Accountants N.V. (KPMG) as Auditors | For | For | ||||||
| Management | 6 | Reelect Tanate Phutrakul to Executive Board | For | For | ||||||
| Management | 7A | Elect Alexandra Reich to Supervisory Board | For | For | ||||||
| Management | 7B | Elect Karl Guha to Supervisory Board | For | For | ||||||
| Management | 7C | Reelect Herna Verhagen to Supervisory Board | For | For | ||||||
| Management | 7D | Reelect Mike Rees to Supervisory Board | For | For | ||||||
| Management | 8A | Grant Board Authority to Issue Shares Up to 40 Percent of Issued Capital | For | For | ||||||
| Management | 8B | Authorize Board to Exclude Preemptive Rights from Share Issuances | For | For | ||||||
| Management | 9 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | ||||||
| Management | 10 | Approve Cancellation of Repurchased Shares Pursuant to the Authority Under Item 9 | For | For | ||||||
| Anglo American Plc | ||||||||||
| Ticker: AAL | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G03764134 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 26-Apr-23 | ||||||||||
| Record Date: 24-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Final Dividend | For | For | ||||||
| Management | 3 | Elect Magali Anderson as Director | For | For | ||||||
| Management | 4 | Re-elect Stuart Chambers as Director | For | For | ||||||
| Management | 5 | Re-elect Duncan Wanblad as Director | For | For | ||||||
| Management | 6 | Re-elect Stephen Pearce as Director | For | For | ||||||
| Management | 7 | Re-elect Ian Ashby as Director | For | For | ||||||
| Management | 8 | Re-elect Marcelo Bastos as Director | For | For | ||||||
| Management | 9 | Re-elect Hilary Maxson as Director | For | For | ||||||
| Management | 10 | Re-elect Hixonia Nyasulu as Director | For | For | ||||||
| Management | 11 | Re-elect Nonkululeko Nyembezi as Director | For | For | ||||||
| Management | 12 | Re-elect Ian Tyler as Director | For | For | ||||||
| Management | 13 | Reappoint PricewaterhouseCoopers LLP as Auditors | For | For | ||||||
| Management | 14 | Authorise Board to Fix Remuneration of Auditors | For | For | ||||||
| Management | 15 | Approve Remuneration Policy | For | For | ||||||
| Management | 16 | Approve Remuneration Report | For | For | ||||||
| Management | 17 | Authorise Issue of Equity | For | For | ||||||
| Management | 18 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 19 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 20 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| ASML Holding NV | ||||||||||
| Ticker: ASML | ||||||||||
| Country: Netherlands | ||||||||||
| Provider Security ID: N07059202 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 26-Apr-23 | ||||||||||
| Record Date: 29-Mar-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Open Meeting | ||||||||
| Management | 2 | Discuss the Company's Business, Financial Situation and Sustainability | ||||||||
| Management | 3a | Approve Remuneration Report | For | For | ||||||
| Management | 3b | Adopt Financial Statements and Statutory Reports | For | For | ||||||
| Management | 3c | Receive Explanation on Company's Reserves and Dividend Policy | ||||||||
| Management | 3d | Approve Dividends | For | For | ||||||
| Management | 4a | Approve Discharge of Management Board | For | For | ||||||
| Management | 4b | Approve Discharge of Supervisory Board | For | For | ||||||
| Management | 5 | Approve Number of Shares for Management Board | For | For | ||||||
| Management | 6a | Amend Remuneration Policy for the Supervisory Board | For | For | ||||||
| Management | 6b | Amend Remuneration of the Members of the Supervisory Board | For | For | ||||||
| Management | 7 | Receive Information on the Composition of the Management Board and Announce Intention to Appoint W.R. Allan to Management Board | ||||||||
| Management | 8 | Elect N.S. Andersen to Supervisory Board | For | For | ||||||
| Management | 8b | Elect J.P. de Kreij to Supervisory Board | For | For | ||||||
| Management | 8c | Discuss Composition of the Supervisory Board | ||||||||
| Management | 9 | Ratify PricewaterhouseCoopers Accountants N.V. as Auditors | For | For | ||||||
| Management | 10a | Grant Board Authority to Issue Shares Up to 5 Percent of Issued Capital Plus Additional 5 Percent in Case of Merger or Acquisition | For | For | ||||||
| Management | 10b | Authorize Board to Exclude Preemptive Rights from Share Issuances | For | For | ||||||
| Management | 11 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | ||||||
| Management | 12 | Authorize Cancellation of Repurchased Shares | For | For | ||||||
| Management | 13 | Other Business (Non-Voting) | ||||||||
| Management | 14 | Close Meeting | ||||||||
| Persimmon Plc | ||||||||||
| Ticker: PSN | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G70202109 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 26-Apr-23 | ||||||||||
| Record Date: 24-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Final Dividend | For | For | ||||||
| Management | 3 | Approve Remuneration Policy | For | For | ||||||
| Management | 4 | Approve Remuneration Report | For | For | ||||||
| Management | 5 | Re-elect Roger Devlin as Director | For | For | ||||||
| Management | 6 | Re-elect Dean Finch as Director | For | For | ||||||
| Management | 7 | Elect Jason Windsor as Director | For | For | ||||||
| Management | 8 | Re-elect Nigel Mills as Director | For | For | ||||||
| Management | 9 | Re-elect Annemarie Durbin as Director | For | For | ||||||
| Management | 10 | Re-elect Andrew Wyllie as Director | For | For | ||||||
| Management | 11 | Re-elect Shirine Khoury-Haq as Director | For | For | ||||||
| Management | 12 | Reappoint Ernst & Young LLP as Auditors | For | For | ||||||
| Management | 13 | Authorise the Audit & Risk Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 14 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 15 | Authorise Issue of Equity | For | For | ||||||
| Management | 16 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 17 | Authorise Issue of Equity without Pre-emptive Rights Connection with an Acquisition or Other Capital Investment | For | For | ||||||
| Management | 18 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 19 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| AstraZeneca Plc | ||||||||||
| Ticker: AZN | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G0593M107 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 27-Apr-23 | ||||||||||
| Record Date: 25-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Dividends | For | For | ||||||
| Management | 3 | Reappoint PricewaterhouseCoopers LLP as Auditors | For | For | ||||||
| Management | 4 | Authorise Board to Fix Remuneration of Auditors | For | For | ||||||
| Management | 5a | Re-elect Michel Demare as Director | For | For | ||||||
| Management | 5b | Re-elect Pascal Soriot as Director | For | For | ||||||
| Management | 5c | Re-elect Aradhana Sarin as Director | For | For | ||||||
| Management | 5d | Re-elect Philip Broadley as Director | For | For | ||||||
| Management | 5e | Re-elect Euan Ashley as Director | For | For | ||||||
| Management | 5f | Re-elect Deborah DiSanzo as Director | For | For | ||||||
| Management | 5g | Re-elect Diana Layfield as Director | For | For | ||||||
| Management | 5h | Re-elect Sheri McCoy as Director | For | For | ||||||
| Management | 5i | Re-elect Tony Mok as Director | For | For | ||||||
| Management | 5j | Re-elect Nazneen Rahman as Director | For | For | ||||||
| Management | 5k | Re-elect Andreas Rummelt as Director | For | For | ||||||
| Management | 5l | Re-elect Marcus Wallenberg as Director | For | For | ||||||
| Management | 6 | Approve Remuneration Report | For | For | ||||||
| Management | 7 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 8 | Authorise Issue of Equity | For | For | ||||||
| Management | 9 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 10 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | ||||||
| Management | 11 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 12 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Management | 13 | Adopt New Articles of Association | For | For | ||||||
| AXA SA | ||||||||||
| Ticker: CS | ||||||||||
| Country: France | ||||||||||
| Provider Security ID: F06106102 | ||||||||||
| Meeting Type: Annual/Special | ||||||||||
| Meeting Date: 27-Apr-23 | ||||||||||
| Record Date: 25-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Financial Statements and Statutory Reports | For | For | Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns. | |||||
| Management | 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns. | |||||
| Management | 3 | Approve Allocation of Income and Dividends of EUR 1.70 per Share | For | For | ||||||
| Management | 4 | Approve Compensation Report of Corporate Officers | For | For | ||||||
| Management | 5 | Approve Compensation of Denis Duverne, Chairman of the Board until April 28, 2022 | For | For | Votes FOR these remuneration reports are warranted because they do not raise any significant concern. | |||||
| Management | 6 | Approve Compensation of Antoine Gosset-Grainville, Chairman of the Board since April 28, 2022 | For | For | Votes FOR these remuneration reports are warranted because they do not raise any significant concern. | |||||
| Management | 7 | Approve Compensation of Thomas Buberl, CEO | For | For | ||||||
| Management | 8 | Approve Remuneration Policy of CEO | For | For | ||||||
| Management | 9 | Approve Remuneration Policy of Chairman of the Board | For | For | ||||||
| Management | 10 | Approve Remuneration Policy of Directors | For | For | ||||||
| Management | 11 | Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions | For | For | ||||||
| Management | 12 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | ||||||
| Management | 13 | Authorize Capitalization of Reserves of Up to EUR 1 Billion for Bonus Issue or Increase in Par Value | For | For | ||||||
| Management | 14 | Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion | For | For | Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights. | |||||
| Management | 15 | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million | For | For | Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights. | |||||
| Management | 16 | Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 500 Million | For | For | Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights. | |||||
| Management | 17 | Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights | For | For | Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights. | |||||
| Management | 18 | Authorize Capital Increase of Up to EUR 500 Million for Future Exchange Offers | For | For | Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights. | |||||
| Management | 19 | Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind | For | For | Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights. | |||||
| Management | 20 | Authorize Issuance of Equity Upon Conversion of a Subsidiary's Equity-Linked Securities without Preemptive Rights for Up to EUR 500 Million | For | For | Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights. | |||||
| Management | 21 | Authorize Issuance of Equity Upon Conversion of a Subsidiary's Equity-Linked Securities with Preemptive Rights for Up to EUR 2 Billion | For | For | Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights. | |||||
| Management | 22 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | For | For | Votes FOR these proposed authorizations are warranted as they do not raise concerns. | |||||
| Management | 23 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries | For | For | Votes FOR these proposed authorizations are warranted as they do not raise concerns. | |||||
| Management | 24 | Authorize Decrease in Share Capital via Cancellation of Repurchased Shares | For | For | ||||||
| Management | 25 | Authorize Filing of Required Documents/Other Formalities | For | For | ||||||
| Danone SA | ||||||||||
| Ticker: BN | ||||||||||
| Country: France | ||||||||||
| Provider Security ID: F12033134 | ||||||||||
| Meeting Type: Annual/Special | ||||||||||
| Meeting Date: 27-Apr-23 | ||||||||||
| Record Date: 25-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | ||||||
| Management | 3 | Approve Allocation of Income and Dividends of EUR 2 per Share | For | For | ||||||
| Management | 4 | Reelect Valerie Chapoulaud-Floquet as Director | For | For | ||||||
| Management | 5 | Reelect Gilles Schnepp as Director | For | For | ||||||
| Management | 6 | Ratify Appointment of Gilbert Ghostine as Director Following Resignation of Guido Barilla | For | For | ||||||
| Management | 7 | Ratify Appointment of Lise Kingo as Director Following Resignation of Cecile Cabanis | For | For | ||||||
| Management | 8 | Approve Compensation Report of Corporate Officers | For | For | ||||||
| Management | 9 | Approve Compensation of Antoine de Saint-Affrique, CEO | For | For | ||||||
| Management | 10 | Approve Compensation of Gilles Schnepp, Chairman of the Board | For | For | ||||||
| Management | 11 | Approve Remuneration Policy of Executive Corporate Officers | For | For | ||||||
| Management | 12 | Approve Remuneration Policy of Chairman of the Board | For | For | ||||||
| Management | 13 | Approve Remuneration Policy of Directors | For | For | ||||||
| Management | 14 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | ||||||
| Management | 15 | Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million | For | For | ||||||
| Management | 16 | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights with Binding Priority Right up to Aggregate Nominal Amount of EUR 16.9 Million | For | For | ||||||
| Management | 17 | Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Item 16 | For | For | ||||||
| Management | 18 | Authorize Capital Increase of Up to EUR 16.9 Million for Future Exchange Offers | For | For | ||||||
| Management | 19 | Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind | For | For | ||||||
| Management | 20 | Authorize Capitalization of Reserves of Up to EUR 42 Million for Bonus Issue or Increase in Par Value | For | For | ||||||
| Management | 21 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | For | For | ||||||
| Management | 22 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries | For | For | ||||||
| Management | 23 | Authorize up to 0.5 Percent of Issued Capital for Use in Restricted Stock Plans with Performance Conditions Attached | For | For | ||||||
| Management | 24 | Authorize Decrease in Share Capital via Cancellation of Repurchased Shares | For | For | ||||||
| Management | 25 | Authorize Filing of Required Documents/Other Formalities | For | For | ||||||
| Management | 26 | Elect Sanjiv Mehta as Director | For | For | ||||||
| Sandvik Aktiebolag | ||||||||||
| Ticker: SAND | ||||||||||
| Country: Sweden | ||||||||||
| Provider Security ID: W74857165 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 27-Apr-23 | ||||||||||
| Record Date: 19-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Open Meeting | ||||||||
| Management | 2 | Elect Patrik Marcelius as Chairman of Meeting | For | For | ||||||
| Management | 3 | Prepare and Approve List of Shareholders | For | For | ||||||
| Management | 4 | Designate Inspector(s) of Minutes of Meeting | ||||||||
| Management | 5 | Approve Agenda of Meeting | For | For | ||||||
| Management | 6 | Acknowledge Proper Convening of Meeting | For | For | ||||||
| Management | 7 | Receive Financial Statements and Statutory Reports | ||||||||
| Management | 8 | Receive President's Report | ||||||||
| Management | 9 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 10.1 | Approve Discharge of Johan Molin | For | For | ||||||
| Management | 10.2 | Approve Discharge of Jennifer Allerton | For | For | ||||||
| Management | 10.3 | Approve Discharge of Claes Boustedt | For | For | ||||||
| Management | 10.4 | Approve Discharge of Marika Fredriksson | For | For | ||||||
| Management | 10.5 | Approve Discharge of Andreas Nordbrandt | For | For | ||||||
| Management | 10.6 | Approve Discharge of Helena Stjernholm | For | For | ||||||
| Management | 10.7 | Approve Discharge of Stefan Widing | For | For | ||||||
| Management | 10.8 | Approve Discharge of Kai Warn | For | For | ||||||
| Management | 10.9 | Approve Discharge of Thomas Andersson | For | For | ||||||
| Management | 10.10 | Approve Discharge of Thomas Lilja | For | For | ||||||
| Management | 10.11 | Approve Discharge of Fredrik Haf | For | For | ||||||
| Management | 10.12 | Approve Discharge of Erik Knebel | For | For | ||||||
| Management | 10.13 | Approve Discharge of Tomas Karnstrom | For | For | ||||||
| Management | 11 | Approve Allocation of Income and Dividends of SEK 5.00 Per Share | For | For | ||||||
| Management | 12 | Determine Number of Directors (8) and Deputy Directors (0) of Board; Determine Number of Auditors (1) and Deputy Auditors | For | For | ||||||
| Management | 13 | Approve Remuneration of Directors in the Amount of SEK 2.88 Million for Chairman and SEK 770,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration for Auditor | For | For | ||||||
| Management | 14.1 | Reelect Jennifer Allerton as Director | For | For | ||||||
| Management | 14.2 | Reelect Claes Boustedt as Director | For | For | ||||||
| Management | 14.3 | Reelect Marika Fredriksson as Director | For | For | ||||||
| Management | 14.4 | Reelect Johan Molin as Director | For | For | ||||||
| Management | 14.5 | Reelect Andreas Nordbrandt as Director | For | For | ||||||
| Management | 14.6 | Reelect Helena Stjernholm as Director | For | For | ||||||
| Management | 14.7 | Reelect Stefan Widing as Director | For | For | ||||||
| Management | 14.8 | Reelect Kai Warn as Director | For | For | ||||||
| Management | 15 | Reelect Johan Molin as Chair of the Board | For | For | ||||||
| Management | 16 | Ratify PricewaterhouseCoopers as Auditors | For | For | ||||||
| Management | 17 | Approve Remuneration Report | For | For | ||||||
| Management | 18 | Approve Performance Share Matching Plan LTIP 2023 for Key Employees | For | For | Support in my view is warranted because the 3-year vesting still secures mid-term alignment with our shareholder interests, and because the number of managers in the programme is broad at 350, plus the total size of the programme is small | |||||
| Management | 19 | Authorize Share Repurchase Program | For | For | ||||||
| Management | 20 | Close Meeting | ||||||||
| Veolia Environnement SA | ||||||||||
| Ticker: VIE | ||||||||||
| Country: France | ||||||||||
| Provider Security ID: F9686M107 | ||||||||||
| Meeting Type: Annual/Special | ||||||||||
| Meeting Date: 27-Apr-23 | ||||||||||
| Record Date: 25-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Financial Statements and Statutory Reports | For | For | Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns. | |||||
| Management | 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns. | |||||
| Management | 3 | Approve Non-Deductible Expenses | For | For | ||||||
| Management | 4 | Approve Allocation of Income and Dividends of EUR 1.12 per Share | For | For | ||||||
| Management | 5 | Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions | For | For | ||||||
| Management | 6 | Reelect Maryse Aulagnon as Director | For | For | Votes FOR the election and reelection of these independent nominees are warranted in the absence of specific concerns (Item 6 to 9). | |||||
| Management | 7 | Elect Olivier Andries as Director | For | For | Votes FOR the election and reelection of these independent nominees are warranted in the absence of specific concerns (Item 6 to 9). | |||||
| Management | 8 | Elect Veronique Bedague-Hamilius as Director | For | For | Votes FOR the election and reelection of these independent nominees are warranted in the absence of specific concerns (Item 6 to 9). | |||||
| Management | 9 | Elect Francisco Reynes as Director | For | For | Votes FOR the election and reelection of these independent nominees are warranted in the absence of specific concerns (Item 6 to 9). | |||||
| Management | 10 | Renew Appointment of Ernst & Young et Autres as Auditor | For | For | ||||||
| Management | 11 | Approve Compensation of Antoine Frerot, Chairman and CEO from January 1, 2022 until June 30, 2022 | For | For | A vote FOR the remuneration report of Antoine Frérot as former Chair/CEO (item 11) is warranted, although the following concerns are raised: * The 2020 LTI plan is not prorated despite the change in governance, thus allowing post mandate vesting. * There is no disclosure of the level of achievement of performance conditions for the 2019 LTIP plan. Main reason for support is the increased disclosure of the level of achievement of performance conditions for the 2020 LTIP plan and the rationale supporting the absence of prorated vesting for this plan. Vote FOR the remuneration report of Antoine Frérot as Chairman (Item 12) is warranted because it does not raise any significant concerns. | |||||
| Management | 12 | Approve Compensation of Antoine Frerot, Chairman of the Board from July 1, 2022 until December 31, 2022 | For | For | A vote FOR the remuneration report of Antoine Frérot as former Chair/CEO (item 11) is warranted, although the following concerns are raised: * The 2020 LTI plan is not prorated despite the change in governance, thus allowing post mandate vesting. * There is no disclosure of the level of achievement of performance conditions for the 2019 LTIP plan. Main reason for support is the increased disclosure of the level of achievement of performance conditions for the 2020 LTIP plan and the rationale supporting the absence of prorated vesting for this plan. Vote FOR the remuneration report of Antoine Frérot as Chairman (Item 12) is warranted because it does not raise any significant concerns. | |||||
| Management | 13 | Approve Compensation of Estelle Brachlianoff, CEO from July 1, 2022 until December 31, 2022 | For | For | ||||||
| Management | 14 | Approve Compensation Report of Corporate Officers | For | For | ||||||
| Management | 15 | Approve Remuneration Policy of Chairman of the Board | For | For | ||||||
| Management | 16 | Approve Remuneration Policy of CEO | For | For | ||||||
| Management | 17 | Approve Remuneration Policy of Directors | For | For | ||||||
| Management | 18 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | ||||||
| Management | 19 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | For | For | Votes FOR are warranted in the absence of any specific concerns. | |||||
| Management | 20 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees and Corporate Officers of International Subsidiaries | For | For | Votes FOR are warranted in the absence of any specific concerns. | |||||
| Management | 21 | Authorize up to 0.35 Percent of Issued Capital for Use in Restricted Stock Plans Reserved for Employees and Corporate Officers With Performance Conditions Attached | For | For | ||||||
| Management | 22 | Amend Article 15 of Bylaws Re: Corporate Purpose | For | Against | A vote AGAINST is warranted as this proposal would deprive shareholders of any right of approval on the content or any influence over the future possible evolutions of the corporate purpose of the company by granting the board an exclusive competence to formulate it. | |||||
| Management | 23 | Authorize Filing of Required Documents/Other Formalities | For | For | ||||||
| Bayer AG | ||||||||||
| Ticker: BAYN | ||||||||||
| Country: Germany | ||||||||||
| Provider Security ID: D0712D163 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 28-Apr-23 | ||||||||||
| Record Date: 21-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Receive Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of EUR 2.40 per Share for Fiscal Year 2022 | For | For | ||||||
| Management | 2 | Approve Discharge of Management Board for Fiscal Year 2022 | For | For | Votes FOR the discharge of the management board and the supervisory board are warranted as there is no evidence that the boards did not fulfill their fiduciary duties in the year under review. Nevertheless, concerns are raised regarding the discharge of the supervisory board (Item 3) because: * While the supervisory board did respond to the historic levels of shareholder dissent on last year's remuneration report vote, litigation costs continue to be excluded from the bonus calculation of CEO Werner Baumann, who was directly in charge of the Monsanto acquisition. * Nevertheless, as last year, the most appropriate venue for addressing these concerns is considered to be the say-on-pay resolution (Item 5). * Further, we highlight that in light of the CEO change on June 1, 2023, many of these concerns will likely be mitigated moving forward. | |||||
| Management | 3 | Approve Discharge of Supervisory Board for Fiscal Year 2022 | For | For | Votes FOR the discharge of the management board and the supervisory board are warranted as there is no evidence that the boards did not fulfill their fiduciary duties in the year under review. Nevertheless, concerns are raised regarding the discharge of the supervisory board (Item 3) because: * While the supervisory board did respond to the historic levels of shareholder dissent on last year's remuneration report vote, litigation costs continue to be excluded from the bonus calculation of CEO Werner Baumann, who was directly in charge of the Monsanto acquisition. * Nevertheless, as last year, the most appropriate venue for addressing these concerns is considered to be the say-on-pay resolution (Item 5). * Further, we highlight that in light of the CEO change on June 1, 2023, many of these concerns will likely be mitigated moving forward. | |||||
| Management | 4.1 | Elect Norbert Winkeljohann to the Supervisory Board | For | For | Votes FOR the proposed nominees are warranted. | |||||
| Management | 4.2 | Elect Kimberly Mathisen to the Supervisory Board | For | For | Votes FOR the proposed nominees are warranted. | |||||
| Management | 5 | Approve Remuneration Report | For | Against | A vote AGAINST the remuneration report is warranted because: * Concerns remain in regard to the CEO's STI being insulated from cash outflow related to litigation in connection with Monsanto. * Legacy contribution-based pension entitlements for the CEO result in contributions that can be considered excessive and are not aligned with the wider workforce or market practice. However, we highlight that in light of the CEO change on June 1, 2023, many of these concerns will likely be mitigated moving forward. | |||||
| Management | 6 | Approve Virtual-Only Shareholder Meetings Until 2025 | For | For | ||||||
| Management | 7 | Amend Articles Re: Participation of Supervisory Board Members in the Annual General Meeting by Means of Audio and Video Transmission | For | For | ||||||
| Management | 8 | Ratify Deloitte GmbH as Auditors for Fiscal Year 2023 and for the Review of Interim Financial Reports for the First Half of Fiscal Year 2023 | For | For | ||||||
| Management | 9 | Voting Instructions for Motions or Nominations by Shareholders that are not Made Accessible Before the AGM and that are Made or Amended in the Course of the AGM | None | Against | ||||||
| Iberdrola SA | ||||||||||
| Ticker: IBE | ||||||||||
| Country: Spain | ||||||||||
| Provider Security ID: E6165F166 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 28-Apr-23 | ||||||||||
| Record Date: 21-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Consolidated and Standalone Financial Statements | For | For | ||||||
| Management | 2 | Approve Consolidated and Standalone Management Reports | For | For | ||||||
| Management | 3 | Approve Non-Financial Information Statement | For | For | ||||||
| Management | 4 | Approve Discharge of Board | For | For | ||||||
| Management | 5 | Amend Preamble and Heading of the Preliminary Title of the Bylaws | For | For | ||||||
| Management | 6 | Amend Articles Re: Corporate Structure of the Iberdola Group | For | For | ||||||
| Management | 7 | Amend Article 8 Re: Internal Regulations and Compliance System | For | For | ||||||
| Management | 8 | Approve Engagement Dividend | For | For | ||||||
| Management | 9 | Approve Allocation of Income and Dividends | For | For | ||||||
| Management | 10 | Approve Scrip Dividends | For | For | ||||||
| Management | 11 | Approve Scrip Dividends | For | For | ||||||
| Management | 12 | Approve Reduction in Share Capital via Amortization of Treasury Shares | For | For | ||||||
| Management | 13 | Advisory Vote on Remuneration Report | For | For | ||||||
| Management | 14 | Approve Restricted Stock Plan | For | For | ||||||
| Management | 15 | Reelect Maria Helena Antolin Raybaud as Director | For | For | ||||||
| Management | 16 | Ratify Appointment of and Elect Armando Martinez Martinez as Director | For | For | ||||||
| Management | 17 | Reelect Manuel Moreu Munaiz as Director | For | For | ||||||
| Management | 18 | Reelect Sara de la Rica Goiricelaya as Director | For | For | ||||||
| Management | 19 | Reelect Xabier Sagredo Ormaza as Director | For | For | ||||||
| Management | 20 | Reelect Jose Ignacio Sanchez Galan as Director | For | For | ||||||
| Management | 21 | Fix Number of Directors at 14 | For | For | ||||||
| Management | 22 | Authorize Board to Ratify and Execute Approved Resolutions | For | For | ||||||
| Intesa Sanpaolo SpA | ||||||||||
| Ticker: ISP | ||||||||||
| Country: Italy | ||||||||||
| Provider Security ID: T55067101 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 28-Apr-23 | ||||||||||
| Record Date: 19-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1a | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 1b | Approve Allocation of Income | For | For | ||||||
| Management | 2a | Approve Remuneration Policy | For | For | ||||||
| Management | 2b | Approve Second Section of the Remuneration Report | For | For | ||||||
| Management | 2c | Approve Annual Incentive Plan | For | For | ||||||
| Management | 3a | Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service Incentive Plans | For | For | ||||||
| Management | 3b | Authorize Share Repurchase Program and Reissuance of Repurchased Shares | For | For | ||||||
| Management | A | Deliberations on Possible Legal Action Against Directors if Presented by Shareholders | None | Against | ||||||
| Woodside Energy Group Ltd. | ||||||||||
| Ticker: WDS | ||||||||||
| Country: Australia | ||||||||||
| Provider Security ID: Q98327333 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 28-Apr-23 | ||||||||||
| Record Date: 26-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 2a | Elect Ian Macfarlane as Director | For | For | ||||||
| Management | 2b | Elect Larry Archibald as Director | For | For | ||||||
| Management | 2c | Elect Swee Chen Goh as Director | For | For | ||||||
| Management | 2d | Elect Arnaud Breuillac as Director | For | For | ||||||
| Management | 2e | Elect Angela Minas as Director | For | For | ||||||
| Management | 3 | Approve Remuneration Report | For | For | ||||||
| Management | 4 | Approve Grant of Restricted Shares and Performance Rights to Meg O'Neill | For | For | ||||||
| Management | 5 | Approve the Increase in Maximum Aggregate Remuneration of Non-Executive Directors | None | Abstain | ||||||
| Shareholder | 6a | Approve the Amendments to the Company's Constitution | Against | Against | ||||||
| Shareholder | 6b | Approve Contingent Resolution - Capital Protection | Against | Against | ||||||
| GSK Plc | ||||||||||
| Ticker: GSK | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G3910J179 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 03-May-23 | ||||||||||
| Record Date: 28-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Report | For | For | ||||||
| Management | 3 | Elect Julie Brown as Director | For | For | ||||||
| Management | 4 | Elect Vishal Sikka as Director | For | For | ||||||
| Management | 5 | Elect Elizabeth McKee Anderson as Director | For | For | ||||||
| Management | 6 | Re-elect Sir Jonathan Symonds as Director | For | For | ||||||
| Management | 7 | Re-elect Dame Emma Walmsley as Director | For | For | ||||||
| Management | 8 | Re-elect Charles Bancroft as Director | For | For | ||||||
| Management | 9 | Re-elect Hal Barron as Director | For | For | ||||||
| Management | 10 | Re-elect Anne Beal as Director | For | For | ||||||
| Management | 11 | Re-elect Harry Dietz as Director | For | For | ||||||
| Management | 12 | Re-elect Jesse Goodman as Director | For | For | ||||||
| Management | 13 | Re-elect Urs Rohner as Director | For | For | ||||||
| Management | 14 | Reappoint Deloitte LLP as Auditors | For | For | ||||||
| Management | 15 | Authorise the Audit & Risk Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 16 | Approve Amendments to the Remuneration Policy | For | For | ||||||
| Management | 17 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 18 | Authorise Issue of Equity | For | For | ||||||
| Management | 19 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 20 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | ||||||
| Management | 21 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 22 | Approve the Exemption from Statement of the Name of the Senior Statutory Auditor in Published Copies of the Auditors' Reports | For | For | ||||||
| Management | 23 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Mercedes-Benz Group AG | ||||||||||
| Ticker: MBG | ||||||||||
| Country: Germany | ||||||||||
| Provider Security ID: D1668R123 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 03-May-23 | ||||||||||
| Record Date: 28-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Receive Financial Statements and Statutory Reports for Fiscal Year 2022 (Non-Voting) | ||||||||
| Management | 2 | Approve Allocation of Income and Dividends of EUR 5.20 per Share | For | For | ||||||
| Management | 3 | Approve Discharge of Management Board for Fiscal Year 2022 | For | For | ||||||
| Management | 4 | Approve Discharge of Supervisory Board for Fiscal Year 2022 | For | For | ||||||
| Management | 5.1 | Ratify KPMG AG as Auditors for Fiscal Year 2023 | For | For | ||||||
| Management | 5.2 | Ratify PricewaterhouseCoopers GmbH as Auditors for the 2024 Interim Financial Statements until the 2024 AGM | For | For | ||||||
| Management | 5.3 | Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal Year 2024 and for the Review of Interim Financial Statements after the 2024 AGM | For | For | ||||||
| Management | 6 | Elect Stefan Pierer to the Supervisory Board | For | For | ||||||
| Management | 7 | Approve Remuneration of Supervisory Board | For | For | ||||||
| Management | 8 | Approve Remuneration Policy | For | For | ||||||
| Management | 9 | Approve Remuneration Report | For | For | ||||||
| Management | 10 | Approve Creation of EUR 1 Billion Pool of Authorized Capital with or without Exclusion of Preemptive Rights | For | For | ||||||
| Management | 11 | Approve Virtual-Only Shareholder Meetings Until 2025 | For | For | ||||||
| Management | 12 | Amend Articles Re: Participation of Supervisory Board Members in the Virtual Annual General Meeting by Means of Audio and Video Transmission | For | For | ||||||
| Unilever Plc | ||||||||||
| Ticker: ULVR | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G92087165 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 03-May-23 | ||||||||||
| Record Date: 01-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Report | For | Abstain | ||||||
| Management | 3 | Re-elect Nils Andersen as Director | For | For | ||||||
| Management | 4 | Re-elect Judith Hartmann as Director | For | For | ||||||
| Management | 5 | Re-elect Adrian Hennah as Director | For | For | ||||||
| Management | 6 | Re-elect Alan Jope as Director | For | For | ||||||
| Management | 7 | Re-elect Andrea Jung as Director | For | For | ||||||
| Management | 8 | Re-elect Susan Kilsby as Director | For | For | ||||||
| Management | 9 | Re-elect Ruby Lu as Director | For | For | ||||||
| Management | 10 | Re-elect Strive Masiyiwa as Director | For | For | ||||||
| Management | 11 | Re-elect Youngme Moon as Director | For | For | ||||||
| Management | 12 | Re-elect Graeme Pitkethly as Director | For | For | ||||||
| Management | 13 | Re-elect Feike Sijbesma as Director | For | For | ||||||
| Management | 14 | Elect Nelson Peltz as Director | For | For | ||||||
| Management | 15 | Elect Hein Schumacher as Director | For | For | ||||||
| Management | 16 | Reappoint KPMG LLP as Auditors | For | For | ||||||
| Management | 17 | Authorise Board to Fix Remuneration of Auditors | For | For | ||||||
| Management | 18 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 19 | Authorise Issue of Equity | For | For | ||||||
| Management | 20 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 21 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | ||||||
| Management | 22 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 23 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Holcim Ltd. | ||||||||||
| Ticker: HOLN | ||||||||||
| Country: Switzerland | ||||||||||
| Provider Security ID: H3816Q102 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date:04-May-23 | ||||||||||
| Record Date: | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1.1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 1.2 | Approve Remuneration Report | For | For | ||||||
| Management | 2 | Approve Discharge of Board and Senior Management | For | For | ||||||
| Management | 3.1 | Approve Allocation of Income | For | For | ||||||
| Management | 3.2 | Approve Dividends of CHF 2.50 per Share from Capital Contribution Reserves | For | For | ||||||
| Management | 4.1 | Amend Corporate Purpose | For | For | ||||||
| Management | 4.2 | Amend Articles Re: Shares and Share Register | For | For | ||||||
| Management | 4.3 | Amend Articles of Association (Incl. Approval of Virtual-Only or Hybrid Shareholder Meetings) | For | For | ||||||
| Management | 4.4 | Amend Articles Re: Restriction on Share Transferability | For | For | ||||||
| Management | 4.5 | Amend Articles Re: Board of Directors; Compensation; External Mandates for Members of the Board of Directors and Executive Committee | For | For | ||||||
| Management | 5.1.1 | Reelect Jan Jenisch as Director and Elect as Board Chair | For | For | ||||||
| Management | 5.1.2 | Reelect Philippe Block as Director | For | For | ||||||
| Management | 5.1.3 | Reelect Kim Fausing as Director | For | For | ||||||
| Management | 5.1.4 | Reelect Leanne Geale as Director | For | For | ||||||
| Management | 5.1.5 | Reelect Naina Kidwai as Director | For | For | ||||||
| Management | 5.1.6 | Reelect Ilias Laeber as Director | For | For | ||||||
| Management | 5.1.7 | Reelect Juerg Oleas as Director | For | For | ||||||
| Management | 5.1.8 | Reelect Claudia Ramirez as Director | For | For | ||||||
| Management | 5.1.9 | Reelect Hanne Sorensen as Director | For | For | ||||||
| Management | 5.2.1 | Reappoint Ilias Laeber as Member of the Nomination, Compensation and Governance Committee | For | For | ||||||
| Management | 5.2.2 | Reappoint Juerg Oleas as Member of the Nomination, Compensation and Governance Committee | For | For | ||||||
| Management | 5.2.3 | Reappoint Claudia Ramirez as Member of the Nomination, Compensation and Governance Committee | For | For | ||||||
| Management | 5.2.4 | Reappoint Hanne Sorensen as Member of the Nomination, Compensation and Governance Committee | For | For | ||||||
| Management | 5.3.1 | Ratify Ernst & Young AG as Auditors | For | For | ||||||
| Management | 5.3.2 | Designate Sabine Burkhalter Kaimakliotis as Independent Proxy | For | For | ||||||
| Management | 6.1 | Approve Remuneration of Directors in the Amount of CHF 3 Million | For | For | ||||||
| Management | 6.2 | Approve Remuneration of Executive Committee in the Amount of CHF 36 Million | For | For | ||||||
| Management | 7 | Approve CHF 80 Million Reduction in Share Capital as Part of the Share Buyback Program via Cancellation of Repurchased Shares | For | For | ||||||
| Management | 8 | Approve Climate Report | For | For | ||||||
| Management | 9 | Transact Other Business (Voting) | For | Against | ||||||
| Schneider Electric SE | ||||||||||
| Ticker: SU | ||||||||||
| Country: France | ||||||||||
| Provider Security ID: F86921107 | ||||||||||
| Meeting Type: Annual/Special | ||||||||||
| Meeting Date: 04-May-23 | ||||||||||
| Record Date: 02-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | ||||||
| Management | 3 | Approve Treatment of Losses and Dividends of EUR 3.15 per Share | For | For | ||||||
| Management | 4 | Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions | For | For | Voting in line with ISS recommendation | |||||
| Management | 5 | Approve Compensation Report of Corporate Officers | For | For | ||||||
| Management | 6 | Approve Compensation of Jean-Pascal Tricoire, Chairman and CEO | For | For | While the ISS framework is helpful in terms of CEO compensation over the long-term, the contribution of Jean-Pascal Tricoire has been exceptional in his management of Schneider Electric and I am inclined to vote in favour on this occasion. The company (and potentially shareholders) would certainly benefit from his ongoing involvement through the transition process. | |||||
| Management | 7 | Approve Remuneration Policy of Jean-Pascal Tricoire, Chairman and CEO fom January 1, 2023 until May 3, 2023 | For | For | ||||||
| Management | 8 | Approve Remuneration Policy of Peter Herweck, CEO since May 4, 2023 | For | For | ||||||
| Management | 9 | Approve Remuneration Policy of Jean-Pascal Tricoire, Chairman of the Board since May 4, 2023 | For | For | ||||||
| Management | 10 | Approve Remuneration of Directors in the Aggregate Amount of EUR 2.8 Million | For | For | ||||||
| Management | 11 | Approve Remuneration Policy of Directors | For | For | ||||||
| Management | 12 | Reelect Leo Apotheker as Director | For | For | ||||||
| Management | 13 | Reelect Gregory Spierkel as Director | For | For | ||||||
| Management | 14 | Reelect Lip-Bu Tan as Director | For | For | ||||||
| Management | 15 | Elect Abhay Parasnis as Director | For | For | ||||||
| Management | 16 | Elect Giulia Chierchia as Director | For | For | ||||||
| Management | 17 | Approve Company's Climate Transition Plan | For | For | ||||||
| Management | 18 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | ||||||
| Management | 19 | Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 800 Million | For | For | ||||||
| Management | 20 | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 224 Million | For | For | ||||||
| Management | 21 | Approve Issuance of Equity or Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 120 Million | For | For | ||||||
| Management | 22 | Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 19-21 | For | For | ||||||
| Management | 23 | Authorize Capital Increase of up to 9.81 Percent of Issued Capital for Contributions in Kind | For | For | ||||||
| Management | 24 | Authorize Capitalization of Reserves of Up to EUR 800 Million for Bonus Issue or Increase in Par Value | For | For | ||||||
| Management | 25 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | For | For | ||||||
| Management | 26 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries | For | For | ||||||
| Management | 27 | Authorize Decrease in Share Capital via Cancellation of Repurchased Shares | For | For | ||||||
| Management | 28 | Authorize Filing of Required Documents/Other Formalities | For | For | ||||||
| Direct Line Insurance Group Plc | ||||||||||
| Ticker: DLG | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G2871V114 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 09-May-23 | ||||||||||
| Record Date: 04-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Report | For | For | ||||||
| Management | 3 | Approve Remuneration Policy | For | For | ||||||
| Management | 4 | Elect Mark Lewis as Director | For | For | ||||||
| Management | 5 | Re-elect Tracy Corrigan as Director | For | For | ||||||
| Management | 6 | Re-elect Danuta Gray as Director | For | For | ||||||
| Management | 7 | Re-elect Mark Gregory as Director | For | For | ||||||
| Management | 8 | Re-elect Sebastian James as Director | For | For | ||||||
| Management | 9 | Re-elect Adrian Joseph as Director | For | For | ||||||
| Management | 10 | Re-elect Neil Manser as Director | For | For | ||||||
| Management | 11 | Re-elect Fiona McBain as Director | For | For | ||||||
| Management | 12 | Re-elect Gregor Stewart as Director | For | For | ||||||
| Management | 13 | Re-elect Richard Ward as Director | For | For | ||||||
| Management | 14 | Reappoint Deloitte LLP as Auditors | For | For | ||||||
| Management | 15 | Authorise the Audit Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 16 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 17 | Authorise Issue of Equity | For | For | ||||||
| Management | 18 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 19 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | ||||||
| Management | 20 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 21 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Management | 22 | Authorise Issue of Equity in Relation to an Issue of RT1 Instruments | For | For | ||||||
| Management | 23 | Authorise Issue of Equity without Pre-emptive Rights in Relation to an Issue of RT1 Instruments | For | For | ||||||
| Enel SpA | ||||||||||
| Ticker: ENEL | ||||||||||
| Country: Italy | ||||||||||
| Provider Security ID: T3679P115 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 10-May-23 | ||||||||||
| Record Date: 28-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Allocation of Income | For | For | ||||||
| Management | 3 | Authorize Share Repurchase Program and Reissuance of Repurchased Shares | For | For | ||||||
| Management | 4 | Fix Number of Directors | For | For | ||||||
| Management | 5 | Fix Board Terms for Directors | For | For | ||||||
| Shareholder | 6.1 | Slate 1 Submitted by Ministry of Economy and Finance | None | Against | ||||||
| Shareholder | 6.2 | Slate 2 Submitted by Institutional Investors (Assogestioni) | None | For | ||||||
| Shareholder | 6.3 | Slate 3 Submitted by Covalis Capital LLP and Covalis (Gibraltar) Ltd. | None | Against | ||||||
| Shareholder | 7.1 | Elect Paolo Scaroni as Board Chair | None | For | ||||||
| Shareholder | 7.2 | Elect Marco Mazzucchelli as Board Chair | None | Against | ||||||
| Management | 8 | Approve Remuneration of Directors | For | For | ||||||
| Management | 9 | Approve Long Term Incentive Plan 2023 | For | For | ||||||
| Management | 10.1 | Approve Remuneration Policy | For | For | ||||||
| Management | 10.2 | Approve Second Section of the Remuneration Report | For | For | ||||||
| Management | A | Deliberations on Possible Legal Action Against Directors if Presented by Shareholders | None | Against | ||||||
| Telenor ASA | ||||||||||
| Ticker: TEL | ||||||||||
| Country: Norway | ||||||||||
| Provider Security ID: R21882106 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 10-May-23 | ||||||||||
| Record Date: 03-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Open Meeting | ||||||||
| Management | 2 | Registration of Attending Shareholders and Proxies | ||||||||
| Management | 3 | Approve Notice of Meeting and Agenda | For | Do Not Vote | ||||||
| Management | 4 | Designate Inspector(s) of Minutes of Meeting | For | Do Not Vote | ||||||
| Management | 5 | Receive Chairman's Report | ||||||||
| Management | 6 | Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 9.40 Per Share | For | Do Not Vote | ||||||
| Management | 7 | Approve Remuneration of Auditors | For | Do Not Vote | ||||||
| Management | 8 | Approve Company's Corporate Governance Statement | ||||||||
| Management | 9.1 | Approve Remuneration Policy And Other Terms of Employment For Executive Management | For | Do Not Vote | ||||||
| Management | 9.2 | Approve Remuneration Statement | For | Do Not Vote | ||||||
| Management | 10 | Approve Equity Plan Financing Through Repurchase of Shares | For | Do Not Vote | ||||||
| Management | 11 | Amend Articles Re: Notice of Attendance to General Meeting | For | Do Not Vote | ||||||
| Management | 12.1 | Elect Nils Bastiansen as Member of Corporate Assembly | For | Do Not Vote | ||||||
| Management | 12.2 | Elect Marianne Bergmann Roren as Member of Corporate Assembly | For | Do Not Vote | ||||||
| Management | 12.3 | Elect Kjetil Houg as Member of Corporate Assembly | For | Do Not Vote | ||||||
| Management | 12.4 | Elect John Gordon Bernander as Member of Corporate Assembly | For | Do Not Vote | ||||||
| Management | 12.5 | Elect Heidi Finskas as Member of Corporate Assembly | For | Do Not Vote | ||||||
| Management | 12.6 | Elect Widar Salbuvik as Member of Corporate Assembly | For | Do Not Vote | ||||||
| Management | 12.7 | Elect Silvija Seres as Member of Corporate Assembly | For | Do Not Vote | ||||||
| Management | 12.8 | Elect Lisbeth Karin Naero as Member of Corporate Assembly | For | Do Not Vote | ||||||
| Management | 12.9 | Elect Trine Saether Romuld as Member of Corporate Assembly | For | Do Not Vote | ||||||
| Management | 12.10 | Elect Maalfrid Brath as Member of Corporate Assembly | For | Do Not Vote | ||||||
| Management | 12.11 | Elect Elin Myrmel-Johansen as Deputy Member of Corporate Assembly | For | Do Not Vote | ||||||
| Management | 12.12 | Elect Randi Marjamaa as Deputy Member of Corporate Assembly | For | Do Not Vote | ||||||
| Management | 12.13 | Elect Anette Hjerto as Deputy Member of Corporate Assembly | For | Do Not Vote | ||||||
| Management | 13.1 | Elect Jan Tore Fosund as Member of Nominating Committee | For | Do Not Vote | ||||||
| Management | 13.2 | Elect Anette Hjerto as Member of Nominating Committee | For | Do Not Vote | ||||||
| Management | 14 | Approve Remuneration of Corporate Assembly and Nominating Committee | For | Do Not Vote | ||||||
| Management | 15.1 | Approve Remuneration of Nominating Committee | For | Do Not Vote | ||||||
| Shareholder | 15.2 | Approve Remuneration of Nominating Committee (Alternative Resolution) | None | Do Not Vote | ||||||
| Management | 16 | Close Meeting | ||||||||
| SAP SE | ||||||||||
| Ticker: SAP | ||||||||||
| Country: Germany | ||||||||||
| Provider Security ID: D66992104 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 11-May-23 | ||||||||||
| Record Date: 19-Apr-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Receive Financial Statements and Statutory Reports for Fiscal Year 2022 (Non-Voting) | ||||||||
| Management | 2 | Approve Allocation of Income and Dividends of EUR 2.05 per Share | For | For | ||||||
| Management | 3 | Approve Discharge of Management Board for Fiscal Year 2022 | For | For | ||||||
| Management | 4 | Approve Discharge of Supervisory Board for Fiscal Year 2022 | For | For | ||||||
| Management | 5 | Approve Remuneration Report | For | For | ||||||
| Management | 6 | Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares | For | For | ||||||
| Management | 7 | Authorize Use of Financial Derivatives when Repurchasing Shares | For | For | ||||||
| Management | 8.1 | Elect Jennifer Xin-Zhe Li to the Supervisory Board | For | For | ||||||
| Management | 8.2 | Elect Qi Lu to the Supervisory Board | For | For | ||||||
| Management | 8.3 | Elect Punit Renjen to the Supervisory Board | For | For | ||||||
| Management | 9 | Approve Remuneration Policy for the Management Board | For | For | ||||||
| Management | 10 | Approve Remuneration Policy for the Supervisory Board | For | For | ||||||
| Management | 11.1 | Approve Virtual-Only Shareholder Meetings Until 2025 | For | For | ||||||
| Management | 11.2 | Amend Articles Re: Participation of Supervisory Board Members in the Virtual Annual General Meeting by Means of Audio and Video Transmission | For | For | ||||||
| Amundi SA | ||||||||||
| Ticker: AMUN | ||||||||||
| Country: France | ||||||||||
| Provider Security ID: F0300Q103 | ||||||||||
| Meeting Type: Annual/Special | ||||||||||
| Meeting Date: 12-May-23 | ||||||||||
| Record Date: 10-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | ||||||
| Management | 3 | Approve Allocation of Income and Dividends of EUR 4.10 per Share | For | For | ||||||
| Management | 4 | Approve Transaction with Nicolas Calcoen and Amundi Asset Management Re: Suspension of Work Contract | For | Abstain | ||||||
| Management | 5 | Approve Compensation Report | For | For | ||||||
| Management | 6 | Approve Compensation of Yves Perrier, Chairman of the Board | For | For | ||||||
| Management | 7 | Approve Compensation of Valerie Baudson, CEO | For | For | ||||||
| Management | 8 | Approve Compensation of Nicolas Calcoen, Vice-CEO Since April 1, 2022 | For | For | ||||||
| Management | 9 | Approve Remuneration Policy of Directors | For | For | ||||||
| Management | 10 | Approve Remuneration Policy of Chairman of the Board | For | For | ||||||
| Management | 11 | Approve Remuneration Policy of CEO | For | For | ||||||
| Management | 12 | Approve Remuneration Policy of Vice-CEO | For | For | ||||||
| Management | 13 | Advisory Vote on the Aggregate Remuneration Granted in 2022 to Senior Management, Responsible Officers and Regulated Risk-Takers | For | For | ||||||
| Management | 14 | Ratify Appointement of Philippe Brassac as Director | For | For | ||||||
| Management | 15 | Ratify Appointement of Nathalie Wright as Director | For | For | ||||||
| Management | 16 | Reelect Laurence Danon-Arnaud as Director | For | For | ||||||
| Management | 17 | Reelect Christine Gandon as Director | For | For | ||||||
| Management | 18 | Reelect Helene Molinari as Director | For | For | ||||||
| Management | 19 | Reelect Christian Rouchon as Director | For | Against | ||||||
| Management | 20 | Approve Report on Progress of Company's Climate Transition Plan (Advisory) | For | For | ||||||
| Management | 21 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | ||||||
| Management | 22 | Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to 10 Percent of Issued Capital | For | For | ||||||
| Management | 23 | Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind | For | For | ||||||
| Management | 24 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | For | For | ||||||
| Management | 25 | Authorize up to 2 Percent of Issued Capital for Use in Restricted Stock Plans Reserved for Employees and Corporate Officers With Performance Conditions Attached | For | For | ||||||
| Management | 26 | Authorize Decrease in Share Capital via Cancellation of Repurchased Shares | For | For | ||||||
| Management | 27 | Authorize Filing of Required Documents/Other Formalities | For | For | ||||||
| Tele2 AB | ||||||||||
| Ticker: TEL2.B | ||||||||||
| Country: Sweden | ||||||||||
| Provider Security ID: W95878166 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 15-May-23 | ||||||||||
| Record Date: 05-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Open Meeting | ||||||||
| Management | 2 | Elect Chairman of Meeting | For | For | These are routine meeting formalities. | |||||
| Management | 3 | Prepare and Approve List of Shareholders | ||||||||
| Management | 4 | Approve Agenda of Meeting | For | For | These are routine meeting formalities. | |||||
| Management | 5 | Designate Inspector(s) of Minutes of Meeting | ||||||||
| Management | 6 | Acknowledge Proper Convening of Meeting | For | For | These are routine meeting formalities. | |||||
| Management | 7 | Receive President's Report | ||||||||
| Management | 8 | Receive CEO's Report | ||||||||
| Management | 9 | Receive Financial Statements and Statutory Reports | ||||||||
| Management | 10 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 11 | Approve Allocation of Income and Ordinary Dividends of SEK 6.80 Per Share | For | For | ||||||
| Management | 12.a | Approve Discharge of Carla Smits-Nusteling | For | For | A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties. | |||||
| Management | 12.b | Approve Discharge of Andrew Barron | For | For | A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties. | |||||
| Management | 12.c | Approve Discharge of Stina Bergfors | For | For | A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties. | |||||
| Management | 12.d | Approve Discharge of Georgi Ganev | For | For | A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties. | |||||
| Management | 12.e | Approve Discharge of CEO Kjell Johnsen | For | For | A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties. | |||||
| Management | 12.f | Approve Discharge of Sam Kini | For | For | A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties. | |||||
| Management | 12.g | Approve Discharge of Eva Lindqvist | For | For | A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties. | |||||
| Management | 12.h | Approve Discharge of Lars-Ake Norling | For | For | A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties. | |||||
| Management | 13 | Determine Number of Members (6) and Deputy Members (0) of Board | For | For | ||||||
| Management | 14.a | Approve Remuneration of Directors in the Amount of SEK 1.8 Million for Chair and SEK 660,000 for Other Directors; Approve Remuneration of Committee Work | For | For | ||||||
| Management | 14.b | Approve Remuneration of Auditors | For | For | ||||||
| Management | 15.a | Reelect Andrew Barron as Director | For | For | A vote FOR these proposals is warranted due to a lack of concern regarding the board and its committees. | |||||
| Management | 15.b | Reelect Stina Bergfors as Director | For | For | A vote FOR these proposals is warranted due to a lack of concern regarding the board and its committees. | |||||
| Management | 15.c | Reelect Georgi Ganev as Director | For | For | A vote FOR these proposals is warranted due to a lack of concern regarding the board and its committees. | |||||
| Management | 15.d | Reelect Sam Kini as Director | For | For | A vote FOR these proposals is warranted due to a lack of concern regarding the board and its committees. | |||||
| Management | 15.e | Reelect Eva Lindqvist as Director | For | For | A vote FOR these proposals is warranted due to a lack of concern regarding the board and its committees. | |||||
| Management | 15.f | Reelect Lars-Ake Norling as Director | For | For | A vote FOR these proposals is warranted due to a lack of concern regarding the board and its committees. | |||||
| Management | 16 | Elect Andrew Barron as Board Chair | For | For | ||||||
| Management | 17 | Approve Remuneration Policy And Other Terms of Employment For Executive Management | For | For | ||||||
| Management | 18 | Approve Remuneration Report | For | For | ||||||
| Management | 19.a | Approve Performance Share Matching Plan LTI 2023 | For | For | ||||||
| Management | 19.b | Approve Equity Plan Financing Through Issuance of Class C Shares | For | For | A vote FOR is warranted as the proposed decisions would fund an equity remuneration plan that does not raise concerns. | |||||
| Management | 19.c | Approve Equity Plan Financing Through Repurchase of Class C Shares | For | For | A vote FOR is warranted as the proposed decisions would fund an equity remuneration plan that does not raise concerns. | |||||
| Management | 19.d | Approve Equity Plan Financing Through Transfer of Class B Shares to Participants | For | For | A vote FOR is warranted as the proposed decisions would fund an equity remuneration plan that does not raise concerns. | |||||
| Management | 19.e | Approve Equity Plan Financing Through Reissuance of Class B Shares | For | For | A vote FOR is warranted as the proposed decisions would fund an equity remuneration plan that does not raise concerns. | |||||
| Management | 19.f | Authorize Share Swap Agreement | For | Against | A vote AGAINST this item is warranted, as it would entail unnecessary additional costs relative to Item 19.d, while lowering the majority requirement compared to the primary financing alternative. | |||||
| Management | 20 | Authorize Share Repurchase Program | For | For | ||||||
| Shareholder | 21.a | Investigate if Current Board Members and Leadership Team Fulfil Relevant Legislative and Regulatory Requirements, as well as the Demands of the Public Opinions' Ethical Values | None | Against | A vote AGAINST these proposals is warranted as there are no apparent legal or regulatory concerns within the management of the company. | |||||
| Shareholder | 21.b | In the Event that the Investigation Clarifies that there is Need, Relevant Measures Shall be Taken to Ensure that the Requirements are Fulfilled | None | Against | A vote AGAINST these proposals is warranted as there are no apparent legal or regulatory concerns within the management of the company. | |||||
| Shareholder | 21.c | The Investigation and Any Measures Should be Presented as soon as possible, however Not Later than AGM 2024 | None | Against | A vote AGAINST these proposals is warranted as there are no apparent legal or regulatory concerns within the management of the company. | |||||
| Management | 22 | Close Meeting | ||||||||
| BNP Paribas SA | ||||||||||
| Ticker: BNP | ||||||||||
| Country: France | ||||||||||
| Provider Security ID: F1058Q238 | ||||||||||
| Meeting Type: Annual/Special | ||||||||||
| Meeting Date: 16-May-23 | ||||||||||
| Record Date: 12-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | ||||||
| Management | 3 | Approve Allocation of Income and Dividends of EUR 3.90 per Share | For | For | ||||||
| Management | 4 | Approve Auditors' Special Report on Related-Party Transactions | For | For | ||||||
| Management | 5 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | ||||||
| Management | 6 | Reelect Jean Lemierre as Director | For | For | ||||||
| Management | 7 | Reelect Jacques Aschenbroich as Director | For | For | ||||||
| Management | 8 | Reelect Monique Cohen as Director | For | For | ||||||
| Management | 9 | Reelect Daniela Schwarzer as Director | For | For | ||||||
| Management | 10 | Approve Remuneration Policy of Directors | For | For | ||||||
| Management | 11 | Approve Remuneration Policy of Chairman of the Board | For | For | ||||||
| Management | 12 | Approve Remuneration Policy of CEO and Vice-CEOs | For | For | ||||||
| Management | 13 | Approve Compensation Report of Corporate Officers | For | For | ||||||
| Management | 14 | Approve Compensation of Jean Lemierre, Chairman of the Board | For | For | ||||||
| Management | 15 | Approve Compensation of Jean-Laurent Bonnafe, CEO | For | For | ||||||
| Management | 16 | Approve Compensation of Yann Gerardin, Vice-CEO | For | For | ||||||
| Management | 17 | Approve Compensation of Thierry Laborde, Vice-CEO | For | For | ||||||
| Management | 18 | Approve the Overall Envelope of Compensation of Certain Senior Management, Responsible Officers and the Risk-takers | For | For | ||||||
| Management | 19 | Approve Issuance of Super-Subordinated Contigent Convertible Bonds without Preemptive Rights for Private Placements, up to 10 Percent of Issued Capital | For | For | ||||||
| Management | 20 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | For | For | ||||||
| Management | 21 | Authorize Decrease in Share Capital via Cancellation of Repurchased Shares | For | For | ||||||
| Management | 22 | Amend Article 14 of Bylaws Re: Age Limit of Chairman of the Board | For | For | ||||||
| Management | 23 | Authorize Filing of Required Documents/Other Formalities | For | For | ||||||
| Coca-Cola HBC AG | ||||||||||
| Ticker: CCH | ||||||||||
| Country: Switzerland | ||||||||||
| Provider Security ID: H1512E100 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 17-May-23 | ||||||||||
| Record Date: 15-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2.1 | Approve Treatment of Net Loss | For | For | ||||||
| Management | 2.2 | Approve Dividend from Reserves | For | For | ||||||
| Management | 3 | Approve Discharge of Board and Senior Management | For | For | ||||||
| Management | 4.1.1 | Re-elect Anastassis David as Director and as Board Chairman | For | For | ||||||
| Management | 4.1.2 | Re-elect Zoran Bogdanovic as Director | For | For | ||||||
| Management | 4.1.3 | Re-elect Charlotte Boyle as Director and as Member of the Remuneration Committee | For | For | Voting For Rem Report this time so not going to vote against the Chair of Rem Co | |||||
| Management | 4.1.4 | Re-elect Reto Francioni as Director and as Member of the Remuneration Committee | For | For | ||||||
| Management | 4.1.5 | Re-elect Olusola David-Borha as Director | For | For | ||||||
| Management | 4.1.6 | Re-elect William Douglas III as Director | For | For | ||||||
| Management | 4.1.7 | Re-elect Anastasios Leventis as Director | For | For | ||||||
| Management | 4.1.8 | Re-elect Christodoulos Leventis as Director | For | For | ||||||
| Management | 4.1.9 | Re-elect Alexandra Papalexopoulou as Director | For | For | ||||||
| Management | 4.1.A | Re-elect Anna Diamantopoulou as Director and as Member of the Remuneration Committee | For | For | ||||||
| Management | 4.1.B | Re-elect Henrique Braun as Director | For | For | ||||||
| Management | 4.2.1 | Elect George Leventis as Director | For | For | ||||||
| Management | 4.2.2 | Elect Evguenia Stoitchkova as Director | For | For | ||||||
| Management | 5 | Designate Ines Poeschel as Independent Proxy | For | For | ||||||
| Management | 6.1 | Reappoint PricewaterhouseCoopers AG as Auditors | For | For | ||||||
| Management | 6.2 | Advisory Vote on Reappointment of the Independent Registered Public Accounting Firm PricewaterhouseCoopers SA for UK Purposes | For | For | ||||||
| Management | 7 | Approve UK Remuneration Report | For | For | The increase in the FY23 PSP award from 330% of base to 450% is allowed under the Rem Policy under exceptional circumstances. Given the company has been able to grow earnings in FY22 despite surging cost inflation and the war in Ukraine materially impacting 20% of its business is a testament to how good the CEO is. Also the increase comes with stretched targets which aligns well with shareholders and the 450% level is not out of line with the median of the FTSE 100. On the FY20 PSP vesting, the Board aren’t gaming anything here and while the management team will benefit from the shares initially being issued at a low share price because of the pandemic its not vesting in full and arguably previous PSP payouts have been impacted from the pandemic. | |||||
| Management | 8 | Approve Remuneration Policy | For | For | ||||||
| Management | 9 | Approve Swiss Remuneration Report | For | For | The increase in the FY23 PSP award from 330% of base to 450% is allowed under the Rem Policy under exceptional circumstances. Given the company has been able to grow earnings in FY22 despite surging cost inflation and the war in Ukraine materially impacting 20% of its business is a testament to how good the CEO is. Also the increase comes with stretched targets which aligns well with shareholders and the 450% level is not out of line with the median of the FTSE 100. On the FY20 PSP vesting, the Board aren’t gaming anything here and while the management team will benefit from the shares initially being issued at a low share price because of the pandemic its not vesting in full and arguably previous PSP payouts have been impacted from the pandemic. | |||||
| Management | 10.1 | Approve Maximum Aggregate Amount of Remuneration for Directors | For | For | ||||||
| Management | 10.2 | Approve Maximum Aggregate Amount of Remuneration for the Executive Leadership Team | For | For | ||||||
| Management | 11 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 12 | Transact Other Business (Voting) | For | Against | Voting inline with ISS | |||||
| Legal & General Group Plc | ||||||||||
| Ticker: LGEN | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G54404127 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 18-May-23 | ||||||||||
| Record Date: 16-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Final Dividend | For | For | ||||||
| Management | 3 | Approve Climate Transition Plan | For | For | ||||||
| Management | 4 | Elect Carolyn Johnson as Director | For | For | ||||||
| Management | 5 | Elect Tushar Morzaria as Director | For | For | ||||||
| Management | 6 | Re-elect Henrietta Baldock as Director | For | For | ||||||
| Management | 7 | Re-elect Nilufer Von Bismarck as Director | For | For | ||||||
| Management | 8 | Re-elect Philip Broadley as Director | For | For | ||||||
| Management | 9 | Re-elect Jeff Davies as Director | For | For | ||||||
| Management | 10 | Re-elect Sir John Kingman as Director | For | For | ||||||
| Management | 11 | Re-elect Lesley Knox as Director | For | For | ||||||
| Management | 12 | Re-elect George Lewis as Director | For | For | ||||||
| Management | 13 | Re-elect Ric Lewis as Director | For | For | ||||||
| Management | 14 | Re-elect Laura Wade-Gery as Director | For | For | ||||||
| Management | 15 | Re-elect Sir Nigel Wilson as Director | For | For | ||||||
| Management | 16 | Reappoint KPMG LLP as Auditors | For | For | ||||||
| Management | 17 | Authorise the Audit Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 18 | Approve Remuneration Policy | For | For | ||||||
| Management | 19 | Approve Remuneration Report | For | For | ||||||
| Management | 20 | Approve Increase in Limit on the Aggregate Amount of Fees Payable to Directors | For | For | ||||||
| Management | 21 | Authorise Issue of Equity | For | For | ||||||
| Management | 22 | Authorise Issue of Equity in Connection with the Issue of Contingent Convertible Securities | For | For | ||||||
| Management | 23 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 24 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 25 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | ||||||
| Management | 26 | Authorise Issue of Equity without Pre-emptive Rights in Connection with the Issue of Contingent Convertible Securities | For | For | ||||||
| Management | 27 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 28 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| St. James's Place Plc | ||||||||||
| Ticker: STG | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G5005D124 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 18-May-23 | ||||||||||
| Record Date: 16-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Final Dividend | For | For | ||||||
| Management | 3 | Approve Remuneration Policy | For | For | ||||||
| Management | 4 | Approve Remuneration Report | For | For | We disagree with ISS’ interpretation of remuneration fairness for the 2020 LTIP award which is vesting this year and voting with the board’s recommendation. While the share price at the time of award was lower than it had been in the past, it is important to think about longer term cycles of reward. For example, as the company point out there are other dates of award when the share price was elevated and there was no expectation then of the number of shares being adjusted. Additionally, the management team had shares vesting in 2020 from previous LTIP schemes and associated lock-ups, which became available for sale at the low levels in the spring of that year. There were also zero bonuses awarded for 2020, despite management being eligible for some payment as a result on non-financial metric performance that year. It should be remembered that the company also did not take any Covid support payment. As the executive team have been in place for a long time these broader factors should be taken into account and not dismissed out of hand as ISS appear to have done | |||||
| Management | 5 | Re-elect Andrew Croft as Director | For | For | ||||||
| Management | 6 | Re-elect Craig Gentle as Director | For | For | ||||||
| Management | 7 | Re-elect Emma Griffin as Director | For | For | ||||||
| Management | 8 | Re-elect Rosemary Hilary as Director | For | For | ||||||
| Management | 9 | Re-elect Lesley-Ann Nash as Director | For | For | ||||||
| Management | 10 | Re-elect Paul Manduca as Director | For | For | ||||||
| Management | 11 | Re-elect John Hitchins as Director | For | For | ||||||
| Management | 12 | Elect Dominic Burke as Director | For | For | ||||||
| Management | 13 | Reappoint PricewaterhouseCoopers LLP as Auditors | For | For | ||||||
| Management | 14 | Authorise the Group Audit Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 15 | Authorise Issue of Equity | For | For | ||||||
| Management | 16 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 17 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 18 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Vistry Group Plc | ||||||||||
| Ticker: VTY | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G9424B107 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 18-May-23 | ||||||||||
| Record Date: 16-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Report | For | For | The approach by the RemCo seems reasonable and pragmatic given the strong underlying performance of the company. The EPS element of the LTIP was based on cumulative earnings which have been significantly impacted from the pandemic in 2020. Adj absolute EPS were significantly higher in 2022 than 2019 so the management team deserve credit for growing earnings over that period. The EPS element of the LTIP has been zero for the last 2 years so it feels harsh to penalise the management team a third time for the same external event. Also the EPS vesting level is at less than 25% of the LTIP potential and at approx. £230k for the CEO which isn’t that significant verses the size of the company. | |||||
| Management | 3 | Approve Final Dividend | For | For | ||||||
| Management | 4 | Re-elect Ralph Findlay as Director | For | For | ||||||
| Management | 5 | Re-elect Margaret Browne as Director | For | For | ||||||
| Management | 6 | Re-elect Ashley Steel as Director (Withdrawn) | ||||||||
| Management | 7 | Re-elect Gregory Fitzgerald as Director | For | For | ||||||
| Management | 8 | Re-elect Earl Sibley as Director | For | For | ||||||
| Management | 9 | Elect Timothy Lawlor as Director | For | For | ||||||
| Management | 10 | Elect Rowan Baker as Director | For | For | ||||||
| Management | 11 | Elect Jeffrey Ubben as Director | For | For | ||||||
| Management | 12 | Reappoint PricewaterhouseCoopers LLP as Auditors | For | For | ||||||
| Management | 13 | Authorise Board to Fix Remuneration of Auditors | For | For | ||||||
| Management | 14 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 15 | Authorise Issue of Equity | For | For | ||||||
| Management | 16 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 17 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | ||||||
| Management | 18 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Management | 19 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| M&G Plc | ||||||||||
| Ticker: MNG | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G6107R102 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 24-May-23 | ||||||||||
| Record Date: 22-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Policy | For | For | ||||||
| Management | 3 | Approve Remuneration Report | For | For | ||||||
| Management | 4 | Elect Andrea Rossi as Director | For | For | ||||||
| Management | 5 | Re-elect Clive Adamson as Director | For | For | ||||||
| Management | 6 | Re-elect Edward Braham as Director | For | For | ||||||
| Management | 7 | Re-elect Clare Chapman as Director | For | For | ||||||
| Management | 8 | Re-elect Fiona Clutterbuck as Director | ||||||||
| Management | 9 | Re-elect Kathryn McLeland as Director | For | For | ||||||
| Management | 10 | Re-elect Debasish Sanyal as Director | For | For | ||||||
| Management | 11 | Re-elect Clare Thompson as Director | For | For | ||||||
| Management | 12 | Re-elect Massimo Tosato as Director | For | For | ||||||
| Management | 13 | Reappoint PricewaterhouseCoopers LLP as Auditors | For | For | ||||||
| Management | 14 | Authorise the Audit Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 15 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 16 | Authorise Issue of Equity | For | For | ||||||
| Management | 17 | Authorise Issue of Equity in Connection with the Issue of Mandatory Convertible Securities | For | For | ||||||
| Management | 18 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 19 | Authorise Issue of Equity without Pre-emptive Rights in Connection with the Issue of Mandatory Convertible Securities | For | For | ||||||
| Management | 20 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 21 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Repsol SA | ||||||||||
| Ticker: REP | ||||||||||
| Country: Spain | ||||||||||
| Provider Security ID: E8471S130 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 24-May-23 | ||||||||||
| Record Date: 19-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Consolidated and Standalone Financial Statements | For | For | ||||||
| Management | 2 | Approve Allocation of Income and Dividends | For | For | JHI will generally vote in favor of proposals relating to the issuance of dividends. | |||||
| Management | 3 | Approve Non-Financial Information Statement | For | For | ||||||
| Management | 4 | Approve Discharge of Board | For | For | ||||||
| Management | 5 | Renew Appointment of PricewaterhouseCoopers as Auditor | For | For | ||||||
| Management | 6 | Approve Dividends Charged Against Reserves | For | For | JHI will generally vote in favor of proposals relating to the issuance of dividends. | |||||
| Management | 7 | Approve Reduction in Share Capital via Amortization of Treasury Shares | For | For | Janus will generally vote with management regarding the repurchase of shares and cancellation of repurchased shares. | |||||
| Management | 8 | Approve Reduction in Share Capital via Amortization of Treasury Shares | For | For | Janus will generally vote with management regarding the repurchase of shares and cancellation of repurchased shares. | |||||
| Management | 9 | Authorize Issuance of Non-Convertible Bonds/Debentures and/or Other Debt Securities Exchangeable for Issued Shares for up to EUR 15 Billion | For | For | ||||||
| Management | 10 | Reelect Antonio Brufau Niubo as Director | For | For | ||||||
| Management | 11 | Reelect Josu Jon Imaz San Miguel as Director | For | For | ||||||
| Management | 12 | Reelect Aranzazu Estefania Larranaga as Director | For | For | ||||||
| Management | 13 | Reelect Maria Teresa Garcia-Mila Lloveras as Director | For | For | ||||||
| Management | 14 | Reelect Henri Philippe Reichstul as Director | For | For | ||||||
| Management | 15 | Reelect John Robinson West as Director | For | For | ||||||
| Management | 16 | Ratify Appointment of and Elect Manuel Manrique Cecilia as Director | For | For | ||||||
| Management | 17 | Elect Maria del Pino Velazquez Medina as Director | For | For | ||||||
| Management | 18 | Advisory Vote on Remuneration Report | For | For | ||||||
| Management | 19 | Approve Remuneration Policy | For | For | ||||||
| Management | 20 | Approve Share Matching Plan | For | For | ||||||
| Management | 21 | Authorize Board to Ratify and Execute Approved Resolutions | For | For | ||||||
| Sanofi | ||||||||||
| Ticker: SAN | ||||||||||
| Country: France | ||||||||||
| Provider Security ID: F5548N101 | ||||||||||
| Meeting Type: Annual/Special | ||||||||||
| Meeting Date: 25-May-23 | ||||||||||
| Record Date: 23-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | ||||||
| Management | 3 | Approve Allocation of Income and Dividends of EUR 3.56 per Share | For | For | ||||||
| Management | 4 | Elect Frederic Oudea as Director | For | For | ||||||
| Management | 5 | Approve Compensation Report of Corporate Officers | For | For | ||||||
| Management | 6 | Approve Compensation of Serge Weinberg, Chairman of the Board | For | For | ||||||
| Management | 7 | Approve Compensation of Paul Hudson, CEO | For | For | ||||||
| Management | 8 | Approve Remuneration of Directors in the Aggregate Amount of EUR 2.5 Million | For | For | ||||||
| Management | 9 | Approve Remuneration Policy of Directors | For | For | ||||||
| Management | 10 | Approve Remuneration Policy of Chairman of the Board | For | For | ||||||
| Management | 11 | Approve Remuneration Policy of CEO | For | For | ||||||
| Management | 12 | Renew Appointment of PricewaterhouseCoopers Audit as Auditor | For | For | ||||||
| Management | 13 | Ratify Change Location of Registered Office to 46, Avenue de la Grande Armee, 75017 Paris and Amend Article 4 of Bylaws Accordingly | For | For | ||||||
| Management | 14 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | ||||||
| Management | 15 | Authorize Decrease in Share Capital via Cancellation of Repurchased Shares | For | For | ||||||
| Management | 16 | Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 997 Million | For | For | ||||||
| Management | 17 | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 240 Million | For | For | ||||||
| Management | 18 | Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 240 Million | For | For | ||||||
| Management | 19 | Approve Issuance of Debt Securities Giving Access to New Shares of Subsidiaries and/or Debt Securities, up to Aggregate Amount of EUR 7 Billion | For | For | ||||||
| Management | 20 | Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 16-18 | For | For | ||||||
| Management | 21 | Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind | For | For | ||||||
| Management | 22 | Authorize Capitalization of Reserves of Up to EUR 500 Million for Bonus Issue or Increase in Par Value | For | For | ||||||
| Management | 23 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | For | For | ||||||
| Management | 24 | Authorize Filing of Required Documents/Other Formalities | For | For | ||||||
| TotalEnergies SE | ||||||||||
| Ticker: TTE | ||||||||||
| Country: France | ||||||||||
| Provider Security ID: F92124100 | ||||||||||
| Meeting Type: Annual/Special | ||||||||||
| Meeting Date: 26-May-23 | ||||||||||
| Record Date: 24-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | ||||||
| Management | 3 | Approve Allocation of Income and Dividends of EUR 3.81 per Share | For | For | JHI will generally vote in favor of proposals relating to the issuance of dividends. | |||||
| Management | 4 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | ||||||
| Management | 5 | Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions | For | For | No concern with information disclosed in auditor's special report | |||||
| Management | 6 | Reelect Marie-Christine Coisne-Roquette as Director | For | For | ||||||
| Management | 7 | Reelect Mark Cutifani as Director | For | For | ||||||
| Management | 8 | Elect Dierk Paskert as Director | For | For | ||||||
| Management | 9 | Elect Anelise Lara as Director | For | For | ||||||
| Management | 10 | Approve Compensation Report of Corporate Officers | For | For | ||||||
| Management | 11 | Approve Remuneration Policy of Directors; Approve Remuneration of Directors in the Aggregate Amount of EUR 1.95 Million | For | For | ||||||
| Management | 12 | Approve Compensation of Patrick Pouyanne, Chairman and CEO | For | For | ||||||
| Management | 13 | Approve Remuneration Policy of Chairman and CEO | For | For | ||||||
| Management | 14 | Approve the Company's Sustainable Development and Energy Transition Plan | For | For | ||||||
| Management | 15 | Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plans | For | For | ||||||
| Management | 16 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | For | For | ||||||
| Management | 17 | Remove Double-Voting Rights for Long-Term Registered Shareholders and Amend Article 18 of Bylaws Accordingly | For | For | ||||||
| Shareholder | A | Align Targets for Indirect Scope 3 Emissions with the Paris Climate Agreement (Advisory) | Against | Against | Unreasonable to expect TTE to commit to a 2030 scope 3 target, when these are indirect emissions driven by customer decisions, not TTE decisions | |||||
| ASR Nederland NV | ||||||||||
| Ticker: ASRNL | ||||||||||
| Country: Netherlands | ||||||||||
| Provider Security ID: N0709G103 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 31-May-23 | ||||||||||
| Record Date: 03-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Open Meeting | ||||||||
| Management | 2.a | Receive Report of Executive Board (Non-Voting) | ||||||||
| Management | 2.b | Receive Report of Supervisory Board (Non-Voting) | ||||||||
| Management | 2.c | Discussion on Company's Corporate Governance Structure | ||||||||
| Management | 2.d | Approve Remuneration Report | For | For | ||||||
| Management | 3.a | Amend Remuneration Policy for Executive Board | For | For | ||||||
| Management | 3.b | Approve Remuneration of the Chairman of the Executive Board | For | For | ||||||
| Management | 3.c | Approve Remuneration of Supervisory Board | For | For | ||||||
| Management | 4.a | Adopt Financial Statements and Statutory Reports | For | For | ||||||
| Management | 4.b | Receive Explanation on Company's Reserves and Dividend Policy | ||||||||
| Management | 4.c | Approve Dividends | For | For | ||||||
| Management | 5.a | Approve Discharge of Management Board | For | For | ||||||
| Management | 5.b | Approve Discharge of Supervisory Board | For | For | ||||||
| Management | 6.a | Grant Board Authority to Issue Shares Up to 10 Percent of Issued Capital | For | For | ||||||
| Management | 6.b | Authorize Board to Exclude Preemptive Rights from Share Issuances | For | For | ||||||
| Management | 6.c | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | ||||||
| Management | 7.a | Approve Cancellation of Repurchased Shares | For | For | ||||||
| Management | 8 | Announce Intention to Reappoint Ingrid de Swart to Executive Board | ||||||||
| Management | 9.a | Reelect Gisella Van Vollenhoven to Supervisory Board | For | For | ||||||
| Management | 9.b | Reelect Gerard Van Olphen to Supervisory Board | For | For | ||||||
| Management | 10 | Allow Questions | ||||||||
| Management | 11 | Close Meeting | ||||||||
| NN Group NV | ||||||||||
| Ticker: NN | ||||||||||
| Country: Netherlands | ||||||||||
| Provider Security ID: N64038107 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 02-Jun-23 | ||||||||||
| Record Date: 05-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Open Meeting | ||||||||
| Management | 2 | Receive Annual Report | ||||||||
| Management | 3 | Approve Remuneration Report | For | For | ||||||
| Management | 4.A | Adopt Financial Statements and Statutory Reports | For | For | ||||||
| Management | 4.B | Receive Explanation on Company's Dividend Policy | ||||||||
| Management | 4.C | Approve Dividends | For | For | ||||||
| Management | 5.A | Approve Discharge of Executive Board | For | For | ||||||
| Management | 5.B | Approve Discharge of Supervisory Board | For | For | ||||||
| Management | 6 | Announce Intention to Reappoint David Knibbe to Executive Board | ||||||||
| Management | 7 | Amend the Level of the Fixed Annual fee for Supervisory Board Members | For | For | ||||||
| Management | 8.A.1 | Grant Board Authority to Issue Ordinary Shares Up To 10 Percent of Issued Capital | For | For | ||||||
| Management | 8.A.2 | Authorize Board to Exclude Preemptive Rights from Share Issuances | For | For | ||||||
| Management | 8.B | Grant Board Authority to Issue Shares Up To 20 Percent of Issued Capital in Connection with a Rights Issue | For | For | ||||||
| Management | 9 | Authorize Repurchase of Shares | For | For | ||||||
| Management | 10 | Approve Reduction in Share Capital through Cancellation of Shares | For | For | ||||||
| Management | 11 | Close Meeting | ||||||||
| Prosegur Cash SA | ||||||||||
| Ticker: CASH | ||||||||||
| Country: Spain | ||||||||||
| Provider Security ID: E8S56X108 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 06-Jun-23 | ||||||||||
| Record Date: 01-Jun-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Consolidated and Standalone Financial Statements | For | For | ||||||
| Management | 2 | Approve Treatment of Net Loss | For | For | ||||||
| Management | 3 | Approve Non-Financial Information Statement | For | For | ||||||
| Management | 4 | Approve Discharge of Board | For | For | ||||||
| Management | 5 | Renew Appointment of Ernst & Young, S.L. as Auditor for 2023 | For | For | A vote FOR these items is warranted because there are no concerns regarding these proposals. | |||||
| Management | 6 | Renew Appointment of Ernst & Young, S.L. as Auditor for 2024-2026 Period | For | For | A vote FOR these items is warranted because there are no concerns regarding these proposals. | |||||
| Management | 7 | Reelect Pedro Guerrero Guerrero as Director | For | For | A vote for the reelection of NI-NEDs under Items 7 and 8 is warranted, as the board meets the one third independence guideline applicable to Spain-incorporated, controlled companies and there are no specific concerns about the nominees. A vote FOR Items 9, 11, and 12 is warranted due to a lack of concerns about the independent director nominees. A vote AGAINST the reelection of I-NED Daniel Guillermo Entrecanales Domecq under Item 10 is warranted because he chairs the remunerations and nominations committee, and the board is only 33 percent gender diverse vs 40 percent recommended in this market. | |||||
| Management | 8 | Reelect Chantal Gut Revoredo as Director | For | For | A vote for the reelection of NI-NEDs under Items 7 and 8 is warranted, as the board meets the one third independence guideline applicable to Spain-incorporated, controlled companies and there are no specific concerns about the nominees. A vote FOR Items 9, 11, and 12 is warranted due to a lack of concerns about the independent director nominees. A vote AGAINST the reelection of I-NED Daniel Guillermo Entrecanales Domecq under Item 10 is warranted because he chairs the remunerations and nominations committee, and the board is only 33 percent gender diverse vs 40 percent recommended in this market. | |||||
| Management | 9 | Reelect Claudio Aguirre Peman as Director | For | For | A vote for the reelection of NI-NEDs under Items 7 and 8 is warranted, as the board meets the one third independence guideline applicable to Spain-incorporated, controlled companies and there are no specific concerns about the nominees. A vote FOR Items 9, 11, and 12 is warranted due to a lack of concerns about the independent director nominees. A vote AGAINST the reelection of I-NED Daniel Guillermo Entrecanales Domecq under Item 10 is warranted because he chairs the remunerations and nominations committee, and the board is only 33 percent gender diverse vs 40 percent recommended in this market. | |||||
| Management | 10 | Reelect Daniel Entrecanales Domecq as Director | For | Against | A vote for the reelection of NI-NEDs under Items 7 and 8 is warranted, as the board meets the one third independence guideline applicable to Spain-incorporated, controlled companies and there are no specific concerns about the nominees. A vote FOR Items 9, 11, and 12 is warranted due to a lack of concerns about the independent director nominees. A vote AGAINST the reelection of I-NED Daniel Guillermo Entrecanales Domecq under Item 10 is warranted because he chairs the remunerations and nominations committee, and the board is only 33 percent gender diverse vs 40 percent recommended in this market. | |||||
| Management | 11 | Reelect Ana Sainz de Vicuna Bemberg as Director | For | For | A vote for the reelection of NI-NEDs under Items 7 and 8 is warranted, as the board meets the one third independence guideline applicable to Spain-incorporated, controlled companies and there are no specific concerns about the nominees. A vote FOR Items 9, 11, and 12 is warranted due to a lack of concerns about the independent director nominees. A vote AGAINST the reelection of I-NED Daniel Guillermo Entrecanales Domecq under Item 10 is warranted because he chairs the remunerations and nominations committee, and the board is only 33 percent gender diverse vs 40 percent recommended in this market. | |||||
| Management | 12 | Reelect Maria Benjumea Cabeza de Vaca as Director | For | For | A vote for the reelection of NI-NEDs under Items 7 and 8 is warranted, as the board meets the one third independence guideline applicable to Spain-incorporated, controlled companies and there are no specific concerns about the nominees. A vote FOR Items 9, 11, and 12 is warranted due to a lack of concerns about the independent director nominees. A vote AGAINST the reelection of I-NED Daniel Guillermo Entrecanales Domecq under Item 10 is warranted because he chairs the remunerations and nominations committee, and the board is only 33 percent gender diverse vs 40 percent recommended in this market. | |||||
| Management | 13 | Advisory Vote on Remuneration Report | For | Against | A vote AGAINST this item is warranted because the following concerns have been identified: * The board has not provided any rationale for the 8.7 percent increase in the executive chairman's 2023 salary. * Information on variable pay schemes (selected metrics, weights, and performance outcome under the STI scheme) remains insufficient. * The board carried out the early vesting of awards under the Global Optimum LTIP, which rewards the digital transformation of the company. The board has not explained which milestones have been achieved. | |||||
| Management | 14 | Authorize Board to Ratify and Execute Approved Resolutions | For | For | ||||||
| MFE-MEDIAFOREUROPE NV | ||||||||||
| Ticker: MFEB | ||||||||||
| Country: Netherlands | ||||||||||
| Provider Security ID: T6S17R115 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 07-Jun-23 | ||||||||||
| Record Date: 10-May-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Open Meeting | ||||||||
| Management | 2.a | Receive Report of Board of Directors (Non-Voting) | ||||||||
| Management | 2.b | Adopt Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2.c | Approve Remuneration Policy | For | For | ||||||
| Management | 2.d | Approve Remuneration Report | For | Against | A vote AGAINST is warranted because the proposed remuneration is below par in relation to market standards, particularly with regard to: * lacking responsiveness regarding last year's dissent on the remuneration report, while only 72.1 percent voted in favor. According to requirements under SRD II, it is expected of companies to address significant shareholder dissent on remuneration-related proposals. * lacking full retrospective disclosure regarding the STI performance metrics which does not allow shareholders to assess the pay for performance alignment, especially since achievement levels reached above maximum levels for most performance metrics * lacking disclosure regarding the LTI performance metrics' targets for the 2019-2021 cycle. Whereas the company provided disclosure on the achievement level, failing to disclose targets over the three year performance period does not allow shareholders to assess the stringency. Furthermore, we note there is lagging disclosure on the 2020-2022 cycle performance assessment. | |||||
| Management | 2.e | Receive Explanation on Company's Reserves and Dividend Policy | ||||||||
| Management | 2.f | Approve Dividends | For | For | ||||||
| Management | 3.a | Approve Discharge of Fedele Confalonieri as Non-Executive Director | For | For | A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties. | |||||
| Management | 3.b | Approve Discharge of Pier Silvio Berlusconi as Executive Director | For | For | A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties. | |||||
| Management | 3.c | Approve Discharge of Stefania Bariatti as Non-Executive Director | For | For | A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties. | |||||
| Management | 3.d | Approve Discharge of Marina Berlusconi as Non-Executive Director | For | For | A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties. | |||||
| Management | 3.e | Approve Discharge of Marina Brogi as Non-Executive Director | For | For | A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties. | |||||
| Management | 3.f | Approve Discharge of Raffaele Cappiello as Non-Executive Director | For | For | A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties. | |||||
| Management | 3.g | Approve Discharge of Costanza Esclapon de Villeneuve as Non-Executive Director | For | For | A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties. | |||||
| Management | 3.h | Approve Discharge of Giulio Gallazzi as Non-Executive Director | For | For | A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties. | |||||
| Management | 3.i | Approve Discharge of Marco Giordani as Executive Director | For | For | A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties. | |||||
| Management | 3.j | Approve Discharge of Gina Nieri as Executive Director | For | For | A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties. | |||||
| Management | 3.k | Approve Discharge of Danilo Pellegrino as Non-Executive Director | For | For | A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties. | |||||
| Management | 3.l | Approve Discharge of Alessandra Piccinino as Non-Executive Director | For | For | A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties. | |||||
| Management | 3.m | Approve Discharge of Niccolo' Querci as Executive Director | For | For | A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties. | |||||
| Management | 3.n | Approve Discharge of Stefano Sala as Executive Director | For | For | A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties. | |||||
| Management | 3.o | Approve Discharge of Carlo Secchi as Non-Executive Director | For | For | A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties. | |||||
| Management | 4 | Authorize Repurchase of Shares | For | Against | A vote AGAINST is warranted because: * This proposal is not in line with commonly used safeguards regarding volume and pricing; * The authorization would allow MFE-MEDIAFOREUROPE to repurchase up to 20.00 percent of the issued share capital; and * The authorization would allow the company to repurchase shares for less or up to 110 percent of the share price prior to the repurchase. | |||||
| Management | 5 | Grant Board Authority to Issue Ordinary Shares A and Restrict or Exclude Preemptive Rights | For | Against | shareholders should have preemptive rights, especially given the closely held nature of this company and the control that the family have. | |||||
| Management | 6.a | Amend Articles Re: Implementation of the Possibility to Hold Virtual General Meetings | For | Against | A vote AGAINST is warranted because the company did not provide a compelling rationale for the amendments to the articles of association, nor did it provide in which circumstances the virtual meetings would occur or how it planned to ensure shareholders' rights. | |||||
| Management | 6.b | Amend Articles Re: Reverse Stock Split | For | For | ||||||
| Management | 7 | Close Meeting | ||||||||
| Compagnie de Saint-Gobain SA | ||||||||||
| Ticker: SGO | ||||||||||
| Country: France | ||||||||||
| Provider Security ID: F80343100 | ||||||||||
| Meeting Type: Annual/Special | ||||||||||
| Meeting Date: 08-Jun-23 | ||||||||||
| Record Date: 06-Jun-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Approve Financial Statements and Statutory Reports | For | For | Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns. | |||||
| Management | 2 | Approve Consolidated Financial Statements and Statutory Reports | For | For | Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns. | |||||
| Management | 3 | Approve Allocation of Income and Dividends of EUR 2 per Share | For | For | ||||||
| Management | 4 | Reelect Dominique Leroy as Director | For | For | Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 4 and 5). | |||||
| Management | 5 | Elect Jana Revedin as Director | For | For | Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 4 and 5). | |||||
| Management | 6 | Approve Compensation of Pierre-Andre de Chalendar, Chairman of the Board | For | For | ||||||
| Management | 7 | Approve Compensation of Benoit Bazin, CEO | For | For | ||||||
| Management | 8 | Approve Compensation Report of Corporate Officers | For | For | ||||||
| Management | 9 | Approve Remuneration Policy of Chairman of the Board | For | For | ||||||
| Management | 10 | Approve Remuneration Policy of CEO | For | For | ||||||
| Management | 11 | Approve Remuneration Policy of Directors | For | For | A vote FOR this remuneration policy is warranted because it does not raise any significant concern. | |||||
| Management | 12 | Approve Remuneration of Directors in the Aggregate Amount of EUR 1.3 Million | For | For | A vote FOR this remuneration policy is warranted because it does not raise any significant concern. | |||||
| Management | 13 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | For | For | ||||||
| Management | 14 | Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 412 Million | For | For | * Votes FOR items 14-18 and 20 are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights. | |||||
| Management | 15 | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 206 Million | For | For | * Votes FOR items 14-18 and 20 are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights. | |||||
| Management | 16 | Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 206 Million | For | For | * Votes FOR items 14-18 and 20 are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights. | |||||
| Management | 17 | Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 14, 15, 16 and 21 | For | For | * Votes FOR items 14-18 and 20 are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights. | |||||
| Management | 18 | Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind | For | For | * Votes FOR items 14-18 and 20 are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights. | |||||
| Management | 19 | Authorize Capitalization of Reserves of Up to EUR 103 Million for Bonus Issue or Increase in Par Value | For | For | ||||||
| Management | 20 | Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights | For | For | * Votes FOR items 14-18 and 20 are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights. | |||||
| Management | 21 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | For | For | ||||||
| Management | 22 | Authorize Decrease in Share Capital via Cancellation of Repurchased Shares | For | For | ||||||
| Management | 23 | Amend Article 9 of Bylaws Re: Minimum Number of Shares to be Held by Directors | For | For | ||||||
| Management | 24 | Authorize Filing of Required Documents/Other Formalities | For | For | ||||||
| Daimler Truck Holding AG | ||||||||||
| Ticker: DTG | ||||||||||
| Country: Germany | ||||||||||
| Provider Security ID: D1T3RZ100 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 21-Jun-23 | ||||||||||
| Record Date: 14-Jun-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Receive Financial Statements and Statutory Reports for Fiscal Year 2022 (Non-Voting) | ||||||||
| Management | 2 | Approve Allocation of Income and Dividends of EUR 1.30 per Share | For | For | ||||||
| Management | 3.1 | Approve Discharge of Management Board Member Martin Daum for Fiscal Year 2022 | For | For | ||||||
| Management | 3.2 | Approve Discharge of Management Board Member Jochen Goetz for Fiscal Year 2022 | For | For | ||||||
| Management | 3.3 | Approve Discharge of Management Board Member Karl Deppen for Fiscal Year 2022 | For | For | ||||||
| Management | 3.4 | Approve Discharge of Management Board Member Andreas Gorbach for Fiscal Year 2022 | For | For | ||||||
| Management | 3.5 | Approve Discharge of Management Board Member Juergen Hartwig for Fiscal Year 2022 | For | For | ||||||
| Management | 3.6 | Approve Discharge of Management Board Member John O'Leary for Fiscal Year 2022 | For | For | ||||||
| Management | 3.7 | Approve Discharge of Management Board Member Karin Radstroem for Fiscal Year 2022 | For | For | ||||||
| Management | 3.8 | Approve Discharge of Management Board Member Stephan Unger for Fiscal Year 2022 | For | For | ||||||
| Management | 4.1 | Approve Discharge of Supervisory Board Member Joe Kaeser for Fiscal Year 2022 | For | For | ||||||
| Management | 4.2 | Approve Discharge of Supervisory Board Member Michael Brecht for Fiscal Year 2022 | For | For | ||||||
| Management | 4.3 | Approve Discharge of Supervisory Board Member Michael Brosnan for Fiscal Year 2022 | For | For | ||||||
| Management | 4.4 | Approve Discharge of Supervisory Board Member Bruno Buschbacher for Fiscal Year 2022 | For | For | ||||||
| Management | 4.5 | Approve Discharge of Supervisory Board Member Raymond Curry (from Nov. 22, 2022) for Fiscal Year 2022 | For | For | ||||||
| Management | 4.6 | Approve Discharge of Supervisory Board Member Harald Dorn (until Nov. 22, 2022) for Fiscal Year 2022 | For | For | ||||||
| Management | 4.7 | Approve Discharge of Supervisory Board Member Jacques Esculier for Fiscal Year 2022 | For | For | ||||||
| Management | 4.8 | Approve Discharge of Supervisory Board Member Akihiro Eto for Fiscal Year 2022 | For | For | ||||||
| Management | 4.9 | Approve Discharge of Supervisory Board Member Laura Ipsen for Fiscal Year 2022 | For | For | ||||||
| Management | 4.10 | Approve Discharge of Supervisory Board Member Renata Bruengger for Fiscal Year 2022 | For | For | ||||||
| Management | 4.11 | Approve Discharge of Supervisory Board Member Carmen Klitzsch-Mueller for Fiscal Year 2022 | For | For | ||||||
| Management | 4.12 | Approve Discharge of Supervisory Board Member Joerg Koehlinger for Fiscal Year 2022 | For | For | ||||||
| Management | 4.13 | Approve Discharge of Supervisory Board Member John Krafcik for Fiscal Year 2022 | For | For | ||||||
| Management | 4.14 | Approve Discharge of Supervisory Board Member Joerg Lorz for Fiscal Year 2022 | For | For | ||||||
| Management | 4.15 | Approve Discharge of Supervisory Board Member Claudia Peter (until Nov. 22, 2022) for Fiscal Year 2022 | For | For | ||||||
| Management | 4.16 | Approve Discharge of Supervisory Board Member Andrea Reith for Fiscal Year 2022 | For | For | ||||||
| Management | 4.17 | Approve Discharge of Supervisory Board Member Martin Richenhagen for Fiscal Year 2022 | For | For | ||||||
| Management | 4.18 | Approve Discharge of Supervisory Board Member Andrea Seidel (from Nov. 22, 2022) for Fiscal Year 2022 | For | For | ||||||
| Management | 4.19 | Approve Discharge of Supervisory Board Member Marie Wieck for Fiscal Year 2022 | For | For | ||||||
| Management | 4.20 | Approve Discharge of Supervisory Board Member Harald Wilhelm for Fiscal Year 2022 | For | For | ||||||
| Management | 4.21 | Approve Discharge of Supervisory Board Member Roman Zitzelsberger for Fiscal Year 2022 | For | For | ||||||
| Management | 4.22 | Approve Discharge of Supervisory Board Member Thomas Zwick for Fiscal Year 2022 | For | For | ||||||
| Management | 5.1 | Ratify KPMG AG as Auditors for Fiscal Year 2023 | For | For | ||||||
| Management | 5.2 | Ratify KPMG AG as Auditors for a Review of Interim Financial Statements for Fiscal Year 2024 until the Next AGM | For | For | ||||||
| Management | 6 | Approve Remuneration Policy | For | For | ||||||
| Management | 7 | Approve Remuneration Report | For | For | ||||||
| Management | 8.1 | Approve Virtual-Only Shareholder Meetings Until 2025 | For | For | ||||||
| Management | 8.2 | Amend Articles Re: Participation of Supervisory Board Members in the Annual General Meeting by Means of Audio and Video Transmission | For | For | ||||||
| Alphawave IP Group Plc | ||||||||||
| Ticker: AWE | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G03355107 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 22-Jun-23 | ||||||||||
| Record Date: 20-Jun-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Report | For | For | ||||||
| Management | 3 | Re-elect John Holt as Director | For | For | Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company. | |||||
| Management | 4 | Re-elect Tony Pialis as Director | For | For | Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company. | |||||
| Management | 5 | Re-elect Sehat Sutardja as Director | For | For | Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company. | |||||
| Management | 6 | Re-elect Jan Frykhammar as Director | For | For | JF is the SID which is important given the nature of the board and other shareholders. We would prefer to engage with him to learn whether he is, or is open to, cutting back on commitment. | |||||
| Management | 7 | Re-elect Paul Boudre as Director | For | For | Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company. | |||||
| Management | 8 | Re-elect Susan Buttsworth as Director | For | For | Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company. | |||||
| Management | 9 | Re-elect Michelle de Fonseca as Director | For | For | Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company. | |||||
| Management | 10 | Re-elect Victoria Hull as Director | For | For | Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company. | |||||
| Management | 11 | Re-elect Rosalind Singleton as Director | For | For | Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company. | |||||
| Management | 12 | Reappoint KPMG LLP as Auditors | For | For | ||||||
| Management | 13 | Authorise the Audit Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 14 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 15 | Authorise Issue of Equity | For | For | A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. | |||||
| Management | 16 | Authorise Issue of Equity without Pre-emptive Rights | For | For | A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. | |||||
| Management | 17 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. | |||||
| Management | 18 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 19 | Approve Waiver of Rule 9 of the Takeover Code | For | Against | ||||||
| Management | 20 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Whitbread Plc | ||||||||||
| Ticker: WTB | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G9606P197 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 22-Jun-23 | ||||||||||
| Record Date: 20-Jun-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Report | For | For | ||||||
| Management | 3 | Approve Final Dividend | For | For | ||||||
| Management | 4 | Elect Dominic Paul as Director | For | For | ||||||
| Management | 5 | Elect Karen Jones as Director | For | For | ||||||
| Management | 6 | Elect Cilla Snowball as Director | For | For | ||||||
| Management | 7 | Re-elect David Atkins as Director | For | For | ||||||
| Management | 8 | Re-elect Kal Atwal as Director | For | For | ||||||
| Management | 9 | Re-elect Horst Baier as Director | For | For | ||||||
| Management | 10 | Re-elect Fumbi Chima as Director | For | For | ||||||
| Management | 11 | Re-elect Adam Crozier as Director | For | For | ||||||
| Management | 12 | Re-elect Frank Fiskers as Director | For | For | ||||||
| Management | 13 | Re-elect Richard Gillingwater as Director | For | For | ||||||
| Management | 14 | Re-elect Chris Kennedy as Director | For | For | ||||||
| Management | 15 | Re-elect Hemant Patel as Director | For | For | ||||||
| Management | 16 | Reappoint Deloitte LLP as Auditors | For | For | ||||||
| Management | 17 | Authorise Board to Fix Remuneration of Auditors | For | For | ||||||
| Management | 18 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 19 | Authorise Issue of Equity | For | For | ||||||
| Management | 20 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 21 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | ||||||
| Management | 22 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 23 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For | ||||||
| Management | 24 | Amend Articles of Association Re: Articles 3A(B) and 3B(B) | For | For | ||||||
| Management | 25 | Amend Articles of Association Re: Articles 1 to 3 and 4 to 133 | For | For | ||||||
| 3i Group PLC | ||||||||||
| Ticker: III | ||||||||||
| Country: United Kingdom | ||||||||||
| Provider Security ID: G88473148 | ||||||||||
| Meeting Type: Annual | ||||||||||
| Meeting Date: 29-Jun-23 | ||||||||||
| Record Date: 27-Jun-23 | ||||||||||
| Proponent | Proposal Number | Proposal Text | Management Recommendation | Vote Instruction | Voter Rationale | |||||
| Management | 1 | Accept Financial Statements and Statutory Reports | For | For | ||||||
| Management | 2 | Approve Remuneration Report | For | For | ||||||
| Management | 3 | Approve Remuneration Policy | For | For | ||||||
| Management | 4 | Approve Increase in Limit on the Aggregate Amount of Fees Payable to Directors | For | For | ||||||
| Management | 5 | Approve Dividend | For | For | ||||||
| Management | 6 | Re-elect Simon Borrows as Director | For | For | ||||||
| Management | 7 | Re-elect Stephen Daintith as Director | For | For | ||||||
| Management | 8 | Re-elect Jasi Halai as Director | For | For | ||||||
| Management | 9 | Re-elect James Hatchley as Director | For | For | ||||||
| Management | 10 | Re-elect David Hutchison as Director | For | For | ||||||
| Management | 11 | Re-elect Lesley Knox as Director | For | For | ||||||
| Management | 12 | Re-elect Coline McConville as Director | For | For | ||||||
| Management | 13 | Re-elect Peter McKellar as Director | For | For | ||||||
| Management | 14 | Re-elect Alexandra Schaapveld as Director | For | For | ||||||
| Management | 15 | Reappoint KPMG LLP as Auditors | For | For | ||||||
| Management | 16 | Authorise Board Acting Through the Audit and Compliance Committee to Fix Remuneration of Auditors | For | For | ||||||
| Management | 17 | Authorise UK Political Donations and Expenditure | For | For | ||||||
| Management | 18 | Authorise Issue of Equity | For | For | ||||||
| Management | 19 | Authorise Issue of Equity without Pre-emptive Rights | For | For | ||||||
| Management | 20 | Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment | For | For | ||||||
| Management | 21 | Authorise Market Purchase of Ordinary Shares | For | For | ||||||
| Management | 22 | Authorise the Company to Call General Meeting with Two Weeks' Notice | For | For |
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) | FIRST TRUST Dynamic Europe Equity Income FUND |
|||
| By (Signature and Title)* | /s/ James M. Dykas | |||
| James M. Dykas, President and Chief Executive Officer | ||||
| Date | August 18, 2023 | |||
* Print the name and title of each signing officer under his or her signature.