Investment Company Report AYI Meeting Type: Proposal Vote ...€¦ · Investment Company Report Meeting Date Range: 01-Jul-2017 - 30-Jun-2018 Report Date: 19-Sep-2018 Page 1 of 139

Investment Company ReportMeeting Date Range: Report Date: 19-Sep-201801-Jul-2017 - 30-Jun-2018

Page 1 of 139

ACUITY BRANDS, INC.

Security: 00508Y102

Ticker: AYI

ISIN: US00508Y1029

Meeting Type: Annual

05-Jan-18Meeting Date:

Prop. # Proposal Proposedby

For/AgainstManagement's

Recommendation

Proposal Vote

Agenda Number: 934705231

3372 JH ESG All Cap Core Fund

Against AgainstMgmt1A. ELECTION OF DIRECTOR: PETER C.BROWNING

Against AgainstMgmt1B. ELECTION OF DIRECTOR: G. DOUGLASDILLARD, JR.

Against AgainstMgmt1C. ELECTION OF DIRECTOR: RAY M.ROBINSON

Against AgainstMgmt1D. ELECTION OF DIRECTOR: NORMAN H.WESLEY

Against AgainstMgmt1E. ELECTION OF DIRECTOR: MARY A.WINSTON

For ForMgmt2. RATIFICATION OF THE APPOINTMENT OFEY AS THE INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM.

Against AgainstMgmt3. ADVISORY VOTE TO APPROVE NAMEDEXECUTIVE OFFICER COMPENSATION.

1 Year ForMgmt4. ADVISORY VOTE ON THE FREQUENCY OFFUTURE ADVISORY VOTES ON NAMEDEXECUTIVE OFFICER COMPENSATION.

Against AgainstMgmt5. APPROVAL OF AMENDED AND RESTATEDACUITY BRANDS, INC. 2012 OMNIBUSINCENTIVE COMPENSATION PLAN.


Page 2 of 139


Proposal Vote For/AgainstManagement's

Recommendation

For ForMgmt6. APPROVAL OF ACUITY BRANDS, INC. 2017MANAGEMENT CASH INCENTIVE PLAN.

For AgainstShr7. APPROVAL OF STOCKHOLDERPROPOSAL REGARDING ESG REPORTING(IF PROPERLY PRESENTED).


Page 3 of 139

ADOBE SYSTEMS INCORPORATED

Security: 00724F101

Ticker: ADBE

ISIN: US00724F1012


12-Apr-18Meeting Date:



Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: Amy Banse

For ForMgmt1B. Election of Director: Edward Barnholt

For ForMgmt1C. Election of Director: Robert Burgess

For ForMgmt1D. Election of Director: Frank Calderoni

For ForMgmt1E. Election of Director: James Daley

For ForMgmt1F. Election of Director: Laura Desmond

For ForMgmt1G. Election of Director: Charles Geschke

For ForMgmt1H. Election of Director: Shantanu Narayen

For ForMgmt1I. Election of Director: Daniel Rosensweig

For ForMgmt1J. Election of Director: John Warnock


Page 4 of 139



Recommendation

Against AgainstMgmt2. Approval of the 2003 Equity Incentive Plan asamended to increase the available sharereserve by 7.5 million shares.

For ForMgmt3. Ratification of the appointment of KPMG LLPas the Company's independent registeredpublic accounting firm for the fiscal yearending on November 30, 2018.

Against AgainstMgmt4. Approval on an advisory basis of thecompensation of the named executiveofficers.


Page 5 of 139

AFLAC INCORPORATED

Security: 001055102

Ticker: AFL

ISIN: US0010551028


07-May-18Meeting Date:



Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Daniel P. Amos

For ForMgmt1b. Election of Director: W. Paul Bowers

For ForMgmt1c. Election of Director: Toshihiko Fukuzawa

For ForMgmt1d. Election of Director: Douglas W. Johnson

For ForMgmt1e. Election of Director: Robert B. Johnson

For ForMgmt1f. Election of Director: Thomas J. Kenny

For ForMgmt1g. Election of Director: Karole F. Lloyd

For ForMgmt1h. Election of Director: Joseph L. Moskowitz

For ForMgmt1i. Election of Director: Barbara K. Rimer, DrPH

For ForMgmt1j. Election of Director: Katherine T. Rohrer

For ForMgmt1k. Election of Director: Melvin T. Stith


Page 6 of 139



Recommendation

Against AgainstMgmt2. To consider the following non-bindingadvisory proposal: "Resolved, on an advisorybasis, the shareholders of Aflac Incorporatedapprove the compensation of the namedexecutives, as disclosed pursuant to thecompensation disclosure rules of theSecurities and Exchange Commission,including the Compensation Discussion andAnalysis and accompanying tables andnarrative of the Notice of 2018 AnnualMeeting of Shareholders and ProxyStatement"

For ForMgmt3. To consider and act upon the ratification ofthe appointment of KPMG LLP asindependent registered public accounting firmof the Company for the year endingDecember 31, 2018


Page 7 of 139

ALPHABET INC.

Security: 02079K305

Ticker: GOOGL

ISIN: US02079K3059


06-Jun-18Meeting Date:



Recommendation

Proposal Vote



1. DIRECTOR

1 Larry Page Withheld AgainstMgmt

2 Sergey Brin Withheld AgainstMgmt

3 Eric E. Schmidt Withheld AgainstMgmt

4 L. John Doerr Withheld AgainstMgmt

5 Roger W. Ferguson, Jr. Withheld AgainstMgmt

6 Diane B. Greene Withheld AgainstMgmt

7 John L. Hennessy Withheld AgainstMgmt

8 Ann Mather Withheld AgainstMgmt

9 Alan R. Mulally Withheld AgainstMgmt

10 Sundar Pichai Withheld AgainstMgmt

11 K. Ram Shriram Withheld AgainstMgmt


Page 8 of 139



Recommendation

For ForMgmt2. The ratification of the appointment of Ernst &Young LLP as Alphabet's independentregistered public accounting firm for the fiscalyear ending December 31, 2018.

Against AgainstMgmt3. The approval of amendments to Alphabet's2012 Stock Plan to increase the sharereserve by 11,500,000 shares of Class Ccapital stock and to prohibit the repricing ofstock options granted under the 2012 StockPlan without stockholder approval.

For AgainstShr4. A stockholder proposal regarding equalshareholder voting, if properly presented atthe meeting.

For AgainstShr5. A stockholder proposal regarding a lobbyingreport, if properly presented at the meeting.

For AgainstShr6. A stockholder proposal regarding a report ongender pay, if properly presented at themeeting.

Against ForShr7. A stockholder proposal regarding simplemajority vote, if properly presented at themeeting.

For AgainstShr8. A stockholder proposal regarding asustainability metrics report, if properlypresented at the meeting.

For AgainstShr9. A stockholder proposal regarding boarddiversity and qualifications, if properlypresented at the meeting.

For AgainstShr10. A stockholder proposal regarding a report oncontent governance, if properly presented atthe meeting.


Page 9 of 139

AMERICAN WATER WORKS COMPANY, INC.

Security: 030420103

Ticker: AWK

ISIN: US0304201033





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Jeffrey N. Edwards

For ForMgmt1b. Election of Director: Martha Clark Goss

For ForMgmt1c. Election of Director: Veronica M. Hagen

For ForMgmt1d. Election of Director: Julia L. Johnson

For ForMgmt1e. Election of Director: Karl F. Kurz

For ForMgmt1f. Election of Director: George MacKenzie

For ForMgmt1g. Election of Director: James G. Stavridis

For ForMgmt1h. Election of Director: Susan N. Story

Against AgainstMgmt2. Approval, on an advisory basis, of thecompensation of the Company's namedexecutive officers.


Page 10 of 139



Recommendation

For ForMgmt3. Ratification of the appointment, by the AuditCommittee of the Board of Directors, ofPricewaterhouseCoopers LLP as theCompany's independent registered publicaccounting firm for 2018.

For AgainstShr4. Stockholder proposal on human right to waterand sanitation as described in the proxystatement.

For AgainstShr5. Stockholder proposal on lobbyingexpenditures as described in the proxystatement.

For AgainstShr6. Stockholder proposal on political contributionsas described in the proxy statement.


Page 11 of 139

ANALOG DEVICES, INC.

Security: 032654105

Ticker: ADI

ISIN: US0326541051


14-Mar-18Meeting Date:



Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of director: Ray Stata

Against AgainstMgmt1b. Election of director: Vincent Roche

Against AgainstMgmt1c. Election of director: James A. Champy

Against AgainstMgmt1d. Election of director: Bruce R. Evans

Against AgainstMgmt1e. Election of director: Edward H. Frank

Against AgainstMgmt1f. Election of director: Mark M. Little

Against AgainstMgmt1g. Election of director: Neil Novich

Against AgainstMgmt1h. Election of director: Kenton J. Sicchitano

Against AgainstMgmt1i. Election of director: Lisa T. Su


Page 12 of 139



Recommendation

Against AgainstMgmt2) To approve, by non-binding "say-on-pay"vote, the compensation of our namedexecutive officers, as described in theCompensation Discussion and Analysis,executive compensation tables andaccompanying narrative disclosures in ourproxy statement.

Against AgainstMgmt3) To ratify the selection of Ernst & Young LLPas our independent registered publicaccounting firm for the 2018 fiscal year.


Page 13 of 139

ANSYS, INC.

Security: 03662Q105

Ticker: ANSS

ISIN: US03662Q1058





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Guy E. Dubois

For ForMgmt1b. Election of Director: Alec D. Gallimore

For ForMgmt2. The ratification of the selection of Deloitte &Touche LLP as the Company's independentregistered public accounting firm.

Against AgainstMgmt3. The compensation of our named executiveofficers, to be voted on a non-binding,advisory basis.


Page 14 of 139

AVALONBAY COMMUNITIES, INC.

Security: 053484101

Ticker: AVB

ISIN: US0534841012





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Director: Glyn F. Aeppel

Against AgainstMgmt1b. Election of Director: Terry S. Brown

Against AgainstMgmt1c. Election of Director: Alan B. Buckelew

Against AgainstMgmt1d. Election of Director: Ronald L. Havner, Jr.

Against AgainstMgmt1e. Election of Director: Stephen P. Hills

Against AgainstMgmt1f. Election of Director: Richard J. Lieb

Against AgainstMgmt1g. Election of Director: Timothy J. Naughton

Against AgainstMgmt1h. Election of Director: Peter S. Rummell

Against AgainstMgmt1i. Election of Director: H. Jay Sarles

Against AgainstMgmt1j. Election of Director: Susan Swanezy

Against AgainstMgmt1k. Election of Director: W. Edward Walter


Page 15 of 139



Recommendation

For ForMgmt2. To ratify the selection of Ernst & Young LLPas the Company's independent auditors forthe year ending December 31, 2018.

Against AgainstMgmt3. To adopt a resolution approving, on a non-binding advisory basis, the compensationpaid to the Company's Named ExecutiveOfficers, as disclosed pursuant to Item 402 ofRegulation S-K, including the CompensationDiscussion and Analysis, compensationtables and narrative discussion set forth in theproxy statement.


Page 16 of 139

AVANGRID, INC.

Security: 05351W103

Ticker: AGR

ISIN: US05351W1036





Recommendation

Proposal Vote



Against AgainstMgmt1A. Election of Director: Ignacio Sanchez Galan

Against AgainstMgmt1B. Election of Director: John E. Baldacci

Against AgainstMgmt1C. Election of Director: Pedro Azagra Blazquez

Against AgainstMgmt1D. Election of Director: Felipe de Jesus CalderonHinojosa

Against AgainstMgmt1E. Election of Director: Arnold L. Chase

Against AgainstMgmt1F. Election of Director: Alfredo Elias Ayub

Against AgainstMgmt1G. Election of Director: Carol L. Folt

Against AgainstMgmt1H. Election of Director: John L. Lahey

Against AgainstMgmt1I. Election of Director: Santiago MartinezGarrido

Against AgainstMgmt1J. Election of Director: Juan Carlos RebolloLiceaga


Page 17 of 139



Recommendation

Against AgainstMgmt1K. Election of Director: Jose Sainz Armada

Against AgainstMgmt1L. Election of Director: Alan D. Solomont

Against AgainstMgmt1M. Election of Director: Elizabeth Timm

Against AgainstMgmt1N. Election of Director: James P. Torgerson

For ForMgmt2. Ratification of the selection of KPMG US LLPas our Independent Registered PublicAccounting Firm for the year endingDecember 31, 2018.

For ForMgmt3. Advisory approval of our Named ExecutiveOfficer Compensation.


Page 18 of 139

BANK OF AMERICA CORPORATION

Security: 060505104

Ticker: BAC

ISIN: US0605051046





Recommendation

Proposal Vote



Against AgainstMgmt1A. Election of Director: Sharon L. Allen

Against AgainstMgmt1B. Election of Director: Susan S. Bies

Against AgainstMgmt1C. Election of Director: Jack O. Bovender, Jr.

Against AgainstMgmt1D. Election of Director: Frank P. Bramble, Sr.

Against AgainstMgmt1E. Election of Director: Pierre J. P. de Weck

Against AgainstMgmt1F. Election of Director: Arnold W. Donald

Against AgainstMgmt1G. Election of Director: Linda P. Hudson

Against AgainstMgmt1H. Election of Director: Monica C. Lozano

Against AgainstMgmt1I. Election of Director: Thomas J. May

Against AgainstMgmt1J. Election of Director: Brian T. Moynihan

Against AgainstMgmt1K. Election of Director: Lionel L. Nowell, III


Page 19 of 139



Recommendation

Against AgainstMgmt1L. Election of Director: Michael D. White

Against AgainstMgmt1M. Election of Director: Thomas D. Woods

Against AgainstMgmt1N. Election of Director: R. David Yost

Against AgainstMgmt1O. Election of Director: Maria T. Zuber

Against AgainstMgmt2. Approving Our Executive Compensation (anAdvisory, Non-binding "Say on Pay"Resolution)

For ForMgmt3. Ratifying the Appointment of Our IndependentRegistered Public Accounting Firm for 2018

For AgainstShr4. Stockholder Proposal - Independent BoardChairman


Page 20 of 139

BLACKBAUD, INC.

Security: 09227Q100

Ticker: BLKB

ISIN: US09227Q1004





Recommendation

Proposal Vote



For ForMgmt1a. ELECTION OF CLASS B DIRECTOR:George H. Ellis

Against AgainstMgmt1b. ELECTION OF CLASS B DIRECTOR:Andrew M. Leitch

Against AgainstMgmt2. ADVISORY VOTE TO APPROVE THE 2017COMPENSATION OF OUR NAMEDEXECUTIVE OFFICERS.

For ForMgmt3. RATIFICATION OF THE APPOINTMENT OFPRICEWATERHOUSECOOPERS LLP ASOUR INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR THE FISCALYEAR ENDING DECEMBER 31, 2018.


Page 21 of 139

BOOKING HOLDINGS INC.

Security: 09857L108

Ticker: BKNG

ISIN: US09857L1089





Recommendation

Proposal Vote



1. DIRECTOR

1 Timothy M. Armstrong For ForMgmt

2 Jeffery H. Boyd For ForMgmt

3 Jeffrey E. Epstein For ForMgmt

4 Glenn D. Fogel For ForMgmt

5 Mirian Graddick-Weir For ForMgmt

6 James M. Guyette Withheld AgainstMgmt

7 Robert J. Mylod, Jr. For ForMgmt

8 Charles H. Noski For ForMgmt

9 Nancy B. Peretsman Withheld AgainstMgmt

10 Nicholas J. Read For ForMgmt

11 Thomas E. Rothman Withheld AgainstMgmt


Page 22 of 139



Recommendation

12 Craig W. Rydin For ForMgmt

13 Lynn M. Vojvodich Withheld AgainstMgmt

For ForMgmt2. Ratification of Deloitte & Touche LLP as ourindependent registered public accounting firmfor the fiscal year ending December 31, 2018.

Against AgainstMgmt3. Advisory Vote to Approve 2017 ExecutiveCompensation.

Against AgainstMgmt4. Vote to Approve Amendments to theCompany's 1999 Omnibus Plan.

For AgainstShr5. Stockholder Proposal requesting that theCompany adopt a policy that the Chairpersonof the Board must be an independent director.


Page 23 of 139

BORGWARNER INC.

Security: 099724106

Ticker: BWA

ISIN: US0997241064





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: Jan Carlson

For ForMgmt1B. Election of Director: Dennis C. Cuneo

For ForMgmt1C. Election of Director: Michael S. Hanley

For ForMgmt1D. Election of Director: Roger A. Krone

For ForMgmt1E. Election of Director: John R. McKernan, Jr.

For ForMgmt1F. Election of Director: Alexis P. Michas

For ForMgmt1G. Election of Director: Vicki L. Sato

For ForMgmt1H. Election of Director: Thomas T. Stallkamp

For ForMgmt1I. Election of Director: James R. Verrier

Against AgainstMgmt2. Advisory approval of the compensation of ournamed executive officers.


Page 24 of 139



Recommendation

For ForMgmt3. Ratify the selection ofPricewaterhouseCoopers LLP as IndependentRegistered Public Accounting firm for 2018.

Against AgainstMgmt4. Approval of the BorgWarner Inc. 2018 StockIncentive Plan.

For ForMgmt5. Approval of the Amendment of the RestatedCertificate of Incorporation to provide forremoval of directors without cause.

For ForMgmt6. Approval of the Amendment of the RestatedCertificate of Incorporation to allowstockholders to act by written consent.

For AgainstShr7. Stockholder proposal to amend existing proxyaccess provision.


Page 25 of 139

CELGENE CORPORATION

Security: 151020104

Ticker: CELG

ISIN: US1510201049





Recommendation

Proposal Vote



1. DIRECTOR

1 Mark J. Alles Withheld AgainstMgmt

2 R W Barker, D.Phil, OBE Withheld AgainstMgmt

3 Hans E. Bishop Withheld AgainstMgmt

4 Michael W. Bonney Withheld AgainstMgmt

5 Michael D. Casey Withheld AgainstMgmt

6 Carrie S. Cox Withheld AgainstMgmt

7 Michael A. Friedman, MD Withheld AgainstMgmt

8 Julia A. Haller, M.D. Withheld AgainstMgmt

9 P. A. Hemingway Hall Withheld AgainstMgmt

10 James J. Loughlin Withheld AgainstMgmt

11 Ernest Mario, Ph.D. Withheld AgainstMgmt


Page 26 of 139



Recommendation

12 John H. Weiland Withheld AgainstMgmt

For ForMgmt2. Ratification of the appointment of KPMG LLPas the Company's independent registeredpublic accounting firm for the fiscal yearending December 31, 2018.

Against AgainstMgmt3. Approval, by non-binding vote, of executivecompensation of the Company's namedexecutive officers.

For AgainstShr4. Advisory vote on stockholder proposal torequest the Company's Board of Directors toamend the Company's proxy access by-lawprovision to eliminate the limit on the numberof stockholders that can aggregate theirshares to achieve the holding requirement fornomination of directors, described in moredetail in the proxy statement.

For AgainstShr5. Advisory vote on stockholder proposal torequest the Company's Board of Directors toadopt a policy and amend the Company'sgoverning documents to require that theChairman of the Board be an independentmember, described in more detail in the proxystatement.


Page 27 of 139

CHUBB LIMITED

Security: H1467J104

Ticker: CB

ISIN: CH0044328745





Recommendation

Proposal Vote



For ForMgmt1 Approval of the management report,standalone financial statements andconsolidated financial statements of ChubbLimited for the year ended December 31,2017

For ForMgmt2a Allocation of disposable profit

For ForMgmt2b Distribution of a dividend out of legal reserves(by way of release and allocation to adividend reserve)

For ForMgmt3 Discharge of the Board of Directors

For ForMgmt4a Election of Auditor: Election ofPricewaterhouseCoopers AG (Zurich) as ourstatutory auditor

For ForMgmt4b Election of Auditor: Ratification ofappointment of PricewaterhouseCoopers LLP(United States) as independent registeredpublic accounting firm for purposes of U.S.securities law reporting

For ForMgmt4c Election of Auditor: Election of BDO AG(Zurich) as special audit firm

For ForMgmt5a Election of Director: Evan G. Greenberg


Page 28 of 139



Recommendation

For ForMgmt5b Election of Director: Robert M. Hernandez

For ForMgmt5c Election of Director: Michael G. Atieh

For ForMgmt5d Election of Director: Sheila P. Burke

For ForMgmt5e Election of Director: James I. Cash

For ForMgmt5f Election of Director: Mary Cirillo

For ForMgmt5g Election of Director: Michael P. Connors

For ForMgmt5h Election of Director: John A. Edwardson

For ForMgmt5i Election of Director: Kimberly A. Ross

For ForMgmt5j Election of Director: Robert W. Scully

For ForMgmt5k Election of Director: Eugene B. Shanks, Jr.

For ForMgmt5l Election of Director: Theodore E. Shasta

For ForMgmt5m Election of Director: David H. Sidwell

For ForMgmt5n Election of Director: Olivier Steimer


Page 29 of 139



Recommendation

For ForMgmt5o Election of Director: James M. Zimmerman

Against AgainstMgmt6 Election of Evan G. Greenberg as Chairmanof the Board of Directors

For ForMgmt7a Election of the Compensation Committee ofthe Board of Directors: Michael P. Connors

For ForMgmt7b Election of the Compensation Committee ofthe Board of Directors: Mary Cirillo

For ForMgmt7c Election of the Compensation Committee ofthe Board of Directors: Robert M. Hernandez

For ForMgmt7d Election of the Compensation Committee ofthe Board of Directors: James M. Zimmerman

For ForMgmt8 Election of Homburger AG as independentproxy

For ForMgmt9 Amendment to the Articles of Associationrelating to authorized share capital for generalpurposes

Against AgainstMgmt10a Compensation of the Board of Directors untilthe next annual general meeting

Against AgainstMgmt10b Compensation of Executive Management forthe next calendar year

Against AgainstMgmt11 Advisory vote to approve executivecompensation under U.S. securities lawrequirements


Page 30 of 139



Recommendation

Abstain AgainstMgmtA If a new agenda item or a new proposal for anexisting agenda item is put before themeeting, I/we hereby authorize and instructthe independent proxy to vote as follows.


Page 31 of 139

CIGNA CORPORATION

Security: 125509109

Ticker: CI

ISIN: US1255091092





Recommendation

Proposal Vote



For ForMgmt1A Election of Director: David M. Cordani

For ForMgmt1B Election of Director: Eric J. Foss

For ForMgmt1C Election of Director: Isaiah Harris, Jr.

For ForMgmt1D Election of Director: Roman Martinez IV

For ForMgmt1E Election of Director: John M. Partridge

For ForMgmt1F Election of Director: James E. Rogers

For ForMgmt1G Election of Director: Eric C. Wiseman

For ForMgmt1H Election of Director: Donna F. Zarcone

For ForMgmt1I Election of Director: William D. Zollars

Against AgainstMgmt2. Advisory approval of Cigna's executivecompensation.


Page 32 of 139



Recommendation

For ForMgmt3. Ratification of appointment ofPricewaterhouseCoopers LLP as Cigna'sindependent registered public accounting firmfor 2018.

For ForMgmt4. Approval of an amendment to the Company'sRestated Certificate of Incorporation toeliminate the supermajority votingrequirement.


Page 33 of 139

CORE LABORATORIES N.V.

Security: N22717107

Ticker: CLB

ISIN: NL0000200384





Recommendation

Proposal Vote



Abstain AgainstMgmt1a. Re-election of Class III Director: Margaret Annvan Kempen

Abstain AgainstMgmt1b. Election of Class III Director: Lawrence Bruno

For ForMgmt2. To appoint KPMG, including its U.S. andDutch affiliates, (collectively, "KPMG") asCore Laboratories N.V.'s (the "Company")independent registered public accountants forthe year ending December 31, 2018.

For ForMgmt3. To confirm and adopt our Dutch StatutoryAnnual Accounts in the English language forthe fiscal year ended December 31, 2017,following a discussion of our Dutch Report ofthe Management Board for that same period.

For ForMgmt4. To approve and resolve the cancellation ofour repurchased shares held at 12:01 a.m.CEST on May 24, 2018.

For ForMgmt5. To approve and resolve the extension of theexisting authority to repurchase up to 10% ofour issued share capital from time to time foran 18-month period, until November 24, 2019,and such repurchased shares may be usedfor any legal purpose.


Page 34 of 139



Recommendation

For ForMgmt6. To approve and resolve the extension of theauthority to issue shares and/or to grant rights(including options to purchase) with respect toour common and preference shares up to amaximum of 10% of outstanding shares perannum until November 24, 2019.

For ForMgmt7. To approve and resolve the extension of theauthority to limit or exclude the preemptiverights of the holders of our common sharesand/or preference shares up to a maximum of10% of outstanding shares per annum untilNovember 24, 2019.

Against AgainstMgmt8a. The shareholders approve the compensationphilosophy, policies and procedures describedin the CD&A, and the compensation of CoreLaboratories N.V.'s named executive officersas disclosed pursuant to the SEC'scompensation disclosure rules, including thecompensation tables.

1 Year ForMgmt8b. The shareholders of the Company beprovided an opportunity to approve thecompensation philosophy, policies andprocedures described in the CD&A, and thecompensation of Core Laboratories N.V.'snamed executive officers as disclosedpursuant to the SEC's compensationdisclosure rules, including the compensationtables every one, two or three years.


Page 35 of 139

COSTCO WHOLESALE CORPORATION

Security: 22160K105

Ticker: COST

ISIN: US22160K1051


30-Jan-18Meeting Date:



Recommendation

Proposal Vote



1. DIRECTOR

1 KENNETH D. DENMAN For ForMgmt

2 W. CRAIG JELINEK For ForMgmt

3 JEFFREY S. RAIKES For ForMgmt

For ForMgmt2. RATIFICATION OF SELECTION OFINDEPENDENT AUDITORS.

Against AgainstMgmt3. APPROVAL, ON AN ADVISORY BASIS, OFEXECUTIVE COMPENSATION.

For AgainstShr4. SHAREHOLDER PROPOSAL REGARDINGSIMPLE MAJORITY VOTE.

For AgainstShr5. SHAREHOLDER PROPOSAL REGARDINGPRISON LABOR.


Page 36 of 139

CVS HEALTH CORPORATION

Security: 126650100

Ticker: CVS

ISIN: US1266501006

Meeting Type: Special




Recommendation

Proposal Vote



For ForMgmt1. Stock Issuance Proposal: To approve theissuance of shares of CVS HealthCorporation common stock to shareholders ofAetna Inc. in the merger between Aetna Inc.and Hudson Merger Sub Corp., a wholly-owned subsidiary of CVS Health Corporation,pursuant to the terms and conditions of theAgreement and Plan of Merger dated as ofDecember 3, 2017, as it may be amendedfrom time to time, among CVS HealthCorporation, Hudson Merger Sub Corp. andAetna Inc.

For ForMgmt2. Adjournment Proposal: To approve theadjournment from time to time of the specialmeeting of stockholders of CVS HealthCorporation if necessary to solicit additionalproxies if there are not sufficient votes at thetime of the special meeting, or anyadjournment or postponement thereof, toapprove the Stock Issuance Proposal.


Page 37 of 139

CVS HEALTH CORPORATION

Security: 126650100

Ticker: CVS

ISIN: US1266501006





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Richard M. Bracken

For ForMgmt1b. Election of Director: C. David Brown II

For ForMgmt1c. Election of Director: Alecia A. DeCoudreaux

For ForMgmt1d. Election of Director: Nancy-Ann M. DeParle

For ForMgmt1e. Election of Director: David W. Dorman

For ForMgmt1f. Election of Director: Anne M. Finucane

For ForMgmt1g. Election of Director: Larry J. Merlo

For ForMgmt1h. Election of Director: Jean-Pierre Millon

For ForMgmt1i. Election of Director: Mary L. Schapiro

For ForMgmt1j. Election of Director: Richard J. Swift

For ForMgmt1k. Election of Director: William C. Weldon


Page 38 of 139



Recommendation

For ForMgmt1l. Election of Director: Tony L. White

For ForMgmt2. Proposal to ratify appointment of independentregistered public accounting firm for 2018.

Against AgainstMgmt3. Say on Pay - an advisory vote on theapproval of executive compensation.

For ForMgmt4. Proposal to approve an amendment to theCompany's Certificate of Incorporation toreduce the ownership threshold for ourstockholders' right to call special meetings.

For AgainstShr5. Stockholder proposal regarding executive payconfidential voting.


Page 39 of 139

EAST WEST BANCORP, INC.

Security: 27579R104

Ticker: EWBC

ISIN: US27579R1041





Recommendation

Proposal Vote



1. DIRECTOR

1 Molly Campbell For ForMgmt

2 Iris S. Chan For ForMgmt

3 Rudolph I. Estrada For ForMgmt

4 Paul H. Irving For ForMgmt

5 Herman Y. Li For ForMgmt

6 Jack C. Liu For ForMgmt

7 Dominic Ng For ForMgmt

8 Lester M. Sussman For ForMgmt

Against AgainstMgmt2. Advisory Vote to Approve ExecutiveCompensation. An advisory vote to approveexecutive compensation.

For ForMgmt3. Ratification of Auditors. Ratify theappointment of KPMG LLP as the Company'sindependent registered public accounting firmfor its fiscal year ending December 31, 2018.


Page 40 of 139

EATON CORPORATION PLC

Security: G29183103

Ticker: ETN

ISIN: IE00B8KQN827





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Craig Arnold

For ForMgmt1b. Election of Director: Todd M. Bluedorn

For ForMgmt1c. Election of Director: Christopher M. Connor

For ForMgmt1d. Election of Director: Michael J. Critelli

For ForMgmt1e. Election of Director: Richard H. Fearon

For ForMgmt1f. Election of Director: Charles E. Golden

For ForMgmt1g. Election of Director: Arthur E. Johnson

For ForMgmt1h. Election of Director: Deborah L. McCoy

For ForMgmt1i. Election of Director: Gregory R. Page

For ForMgmt1j. Election of Director: Sandra Pianalto

For ForMgmt1k. Election of Director: Gerald B. Smith


Page 41 of 139



Recommendation

For ForMgmt1l. Election of Director: Dorothy C. Thompson

For ForMgmt2. Approving the appointment of Ernst & YoungLLP as independent auditor for 2018 andauthorizing the Audit Committee of the Boardof Directors to set its remuneration.

Against AgainstMgmt3. Advisory approval of the Company'sexecutive compensation.

For ForMgmt4. Approving a proposal to grant the Boardauthority to issue shares.

For ForMgmt5. Approving a proposal to grant the Boardauthority to opt out of pre-emption rights.

For ForMgmt6. Authorizing the Company and any subsidiaryof the Company to make overseas marketpurchases of Company shares.


Page 42 of 139

ECOLAB INC.

Security: 278865100

Ticker: ECL

ISIN: US2788651006





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Douglas M. Baker, Jr.

For ForMgmt1b. Election of Director: Barbara J. Beck

For ForMgmt1c. Election of Director: Leslie S. Biller

For ForMgmt1d. Election of Director: Carl M. Casale

For ForMgmt1e. Election of Director: Stephen I. Chazen

For ForMgmt1f. Election of Director: Jeffrey M. Ettinger

For ForMgmt1g. Election of Director: Arthur J. Higgins

For ForMgmt1h. Election of Director: Michael Larson

For ForMgmt1i. Election of Director: David W. MacLennan

For ForMgmt1j. Election of Director: Tracy B. McKibben

For ForMgmt1k. Election of Director: Victoria J. Reich


Page 43 of 139



Recommendation

For ForMgmt1l. Election of Director: Suzanne M. Vautrinot

For ForMgmt1m. Election of Director: John J. Zillmer

For ForMgmt2. Ratify the appointment ofPricewaterhouseCoopers LLP as independentregistered public accounting firm for thecurrent year ending December 31, 2018.

Against AgainstMgmt3. Advisory vote to approve the compensation ofexecutives disclosed in the Proxy Statement.

Against ForShr4. Stockholder proposal regarding the thresholdto call special stockholder meetings, ifproperly presented.


Page 44 of 139

EOG RESOURCES, INC.

Security: 26875P101

Ticker: EOG

ISIN: US26875P1012





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Director: Janet F. Clark

Against AgainstMgmt1b. Election of Director: Charles R. Crisp

Against AgainstMgmt1c. Election of Director: Robert P. Daniels

Against AgainstMgmt1d. Election of Director: James C. Day

Against AgainstMgmt1e. Election of Director: C. Christopher Gaut

Against AgainstMgmt1f. Election of Director: Donald F. Textor

Against AgainstMgmt1g. Election of Director: William R. Thomas

Against AgainstMgmt1h. Election of Director: Frank G. Wisner

For ForMgmt2. To ratify the appointment of Deloitte & ToucheLLP, as auditors for the year endingDecember 31, 2018.


Page 45 of 139



Recommendation

For ForMgmt3. To approve an amendment and restatementof the EOG Resources, Inc. Employee StockPurchase Plan to (i) increase the number ofshares of Common Stock available forpurchase under the plan, (ii) extend the termof the plan and (iii) effect certain otherchanges.

Against AgainstMgmt4. To approve, by non-binding vote, thecompensation of the Company's namedexecutive officers.


Page 46 of 139

F5 NETWORKS, INC.

Security: 315616102

Ticker: FFIV

ISIN: US3156161024





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: A. Gary Ames

For ForMgmt1B. Election of Director: Sandra E. Bergeron

For ForMgmt1C. Election of Director: Deborah L. Bevier

For ForMgmt1D. Election of Director: Jonathan C. Chadwick

For ForMgmt1E. Election of Director: Michael L. Dreyer

For ForMgmt1F. Election of Director: Alan J. Higginson

For ForMgmt1G. Election of Director: Peter S. Klein

For ForMgmt1H. Election of Director: Francois Locoh-Donou

For ForMgmt1I. Election of Director: John McAdam

Abstain Mgmt1J. NOMINEE WITHDRAWN


Page 47 of 139



Recommendation

For ForMgmt2. RATIFY THE SELECTION OFPRICEWATERHOUSECOOPERS LLP ASTHE COMPANY'S INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRMFOR FISCAL YEAR 2018.

Against AgainstMgmt3. ADVISORY VOTE TO APPROVE THECOMPENSATION OF OUR NAMEDEXECUTIVE OFFICERS.


Page 48 of 139

FEDERAL REALTY INVESTMENT TRUST

Security: 313747206

Ticker: FRT

ISIN: US3137472060





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: Jon E. Bortz

For ForMgmt1B. Election of Director: David W. Faeder

For ForMgmt1C. Election of Director: Elizabeth I. Holland

For ForMgmt1D. Election of Director: Gail P. Steinel

For ForMgmt1E. Election of Director: Warren M. Thompson

For ForMgmt1F. Election of Director: Joseph S. Vassalluzzo

For ForMgmt1G. Election of Director: Donald C. Wood

Against AgainstMgmt2. To hold an advisory vote approving thecompensation of our named executiveofficers.

For ForMgmt3. To ratify the appointment of Grant ThorntonLLP as our independent registered publicaccounting firm for the fiscal year endingDecember 31, 2018.


Page 49 of 139

FIRST REPUBLIC BANK

Security: 33616C100

Ticker: FRC

ISIN: US33616C1009





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Director: James H. Herbert, II

Against AgainstMgmt1b. Election of Director: Katherine August-deWilde

Against AgainstMgmt1c. Election of Director: Thomas J. Barrack, Jr.

Against AgainstMgmt1d. Election of Director: Frank J. Fahrenkopf, Jr.

Against AgainstMgmt1e. Election of Director: L. Martin Gibbs

Against AgainstMgmt1f. Election of Director: Boris Groysberg

Against AgainstMgmt1g. Election of Director: Sandra R. Hernandez

Against AgainstMgmt1h. Election of Director: Pamela J. Joyner

Against AgainstMgmt1i. Election of Director: Reynold Levy

Against AgainstMgmt1j. Election of Director: Duncan L. Niederauer


Page 50 of 139



Recommendation

Against AgainstMgmt1k. Election of Director: George G.C. Parker

Against AgainstMgmt1l. Election of Director: Cheryl Spielman

For ForMgmt2. To ratify the appointment of KPMG LLP asindependent auditor of First Republic Bank forthe fiscal year ended December 31, 2018.

Against AgainstMgmt3. To approve, by advisory (non-binding) vote,the compensation of our executive officers (a"say on pay" vote).

For AgainstShr4. A shareholder proposal requesting that FirstRepublic Bank prepare a diversity report toinclude specific additional disclosure relatingto EEOC-defined metrics and details onrelated policies and programs.


Page 51 of 139

FIRST SOLAR, INC.

Security: 336433107

Ticker: FSLR

ISIN: US3364331070





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Director: Michael J. Ahearn

Against AgainstMgmt1b. Election of Director: Sharon L. Allen

Against AgainstMgmt1c. Election of Director: Richard D. Chapman

Against AgainstMgmt1d. Election of Director: George A. Hambro

Against AgainstMgmt1e. Election of Director: Molly E. Joseph

Against AgainstMgmt1f. Election of Director: Craig Kennedy

Against AgainstMgmt1g. Election of Director: William J. Post

Against AgainstMgmt1h. Election of Director: Paul H. Stebbins

Against AgainstMgmt1i. Election of Director: Michael Sweeney

Against AgainstMgmt1j. Election of Director: Mark R. Widmar


Page 52 of 139



Recommendation

For ForMgmt2. Ratification of the appointment ofPricewaterhouseCoopers LLP as theIndependent Registered Public AccountingFirm for the year ending December 31, 2018.

For AgainstShr3. Stockholder proposal requesting a report onconducting business in conflict-affectedregions.


Page 53 of 139

FIVE PRIME THERAPEUTICS, INC.

Security: 33830X104

Ticker: FPRX

ISIN: US33830X1046





Recommendation

Proposal Vote



Abstain AgainstMgmt1a. Election of Director: Sheila Gujrathi, M.D.

Abstain AgainstMgmt1b. Election of Director: Peder K. Jensen, M.D.

Abstain AgainstMgmt1c. Election of Director: Aron M. Knickerbocker

Against AgainstMgmt2. To approve, on an advisory basis, thecompensation of the named executive officersas disclosed in the proxy statement.

For ForMgmt3. To ratify the appointment of Ernst & YoungLLP as independent registered publicaccounting firm for the fiscal year endingDecember 31, 2018.


Page 54 of 139

HCP, INC.

Security: 40414L109

Ticker: HCP

ISIN: US40414L1098





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Director: Brian G. Cartwright

Against AgainstMgmt1b. Election of Director: Christine N. Garvey

Against AgainstMgmt1c. Election of Director: David B. Henry

Against AgainstMgmt1d. Election of Director: Thomas M. Herzog

Against AgainstMgmt1e. Election of Director: Peter L. Rhein

Against AgainstMgmt1f. Election of Director: Joseph P. Sullivan

For ForMgmt2. Ratification of the appointment of Deloitte &Touche LLP as HCP's independent registeredpublic accounting firm for the fiscal yearending December 31, 2018.

Against AgainstMgmt3. Approval, on an advisory basis, of executivecompensation.


Page 55 of 139

HESS CORPORATION

Security: 42809H107

Ticker: HES

ISIN: US42809H1077





Recommendation

Proposal Vote



Against AgainstMgmt1a. ELECTION OF DIRECTOR: R.F. CHASE

Against AgainstMgmt1b. ELECTION OF DIRECTOR: T.J. CHECKI

Against AgainstMgmt1c. ELECTION OF DIRECTOR: L.S. COLEMAN,JR.

For ForMgmt1d. ELECTION OF DIRECTOR: J.B. HESS

Against AgainstMgmt1e. ELECTION OF DIRECTOR: E.E. HOLIDAY

For ForMgmt1f. ELECTION OF DIRECTOR: R. LAVIZZO-MOUREY

For ForMgmt1g. ELECTION OF DIRECTOR: M.S.LIPSCHULTZ

For ForMgmt1h. ELECTION OF DIRECTOR: D. MCMANUS

For ForMgmt1i. ELECTION OF DIRECTOR: K.O. MEYERS

For ForMgmt1j. ELECTION OF DIRECTOR: J.H. QUIGLEY


Page 56 of 139



Recommendation

Against AgainstMgmt1k. ELECTION OF DIRECTOR: F.G. REYNOLDS

For ForMgmt1l. ELECTION OF DIRECTOR: W.G.SCHRADER

Against AgainstMgmt2. Advisory vote to approve the compensation ofour named executive officers.

For ForMgmt3. Ratification of the selection of Ernst & YoungLLP as our independent registered publicaccountants for the fiscal year endingDecember 31, 2018.


Page 57 of 139

HEXCEL CORPORATION

Security: 428291108

Ticker: HXL

ISIN: US4282911084





Recommendation

Proposal Vote



Against AgainstMgmt1A. Election of Director: Nick L. Stanage

Against AgainstMgmt1B. Election of Director: Joel S. Beckman

Against AgainstMgmt1C. Election of Director: Lynn Brubaker

Against AgainstMgmt1D. Election of Director: Jeffrey C. Campbell

Against AgainstMgmt1E. Election of Director: Cynthia M. Egnotovich

Against AgainstMgmt1F. Election of Director: W. Kim Foster

Against AgainstMgmt1G. Election of Director: Thomas A. Gendron

Against AgainstMgmt1H. Election of Director: Jeffrey A. Graves

Against AgainstMgmt1I. Election of Director: Guy C. Hachey

Against AgainstMgmt1J. Election of Director: David L. Pugh

Against AgainstMgmt1K. Election of Director: Catherine A. Suever


Page 58 of 139



Recommendation

Against AgainstMgmt2. Advisory vote to approve 2017 executivecompensation

For ForMgmt3. Ratification of Ernst & Young LLP asIndependent Registered Public AccountingFirm


Page 59 of 139

HOLOGIC, INC.

Security: 436440101

Ticker: HOLX

ISIN: US4364401012





Recommendation

Proposal Vote



1. DIRECTOR

1 Stephen P. MacMillan For ForMgmt

2 Sally W. Crawford For ForMgmt

3 Charles J. Dockendorff For ForMgmt

4 Scott T. Garrett For ForMgmt

5 Namal Nawana For ForMgmt

6 Christiana Stamoulis For ForMgmt

7 Amy M. Wendell For ForMgmt

Against AgainstMgmt2. To approve, on a non-binding advisory basis,executive compensation.

Against AgainstMgmt3. To approve the Amended and RestatedHologic, Inc. 2008 Equity Incentive Plan.

For ForMgmt4. To ratify the appointment of Ernst & YoungLLP as our independent registered publicaccounting firm for fiscal 2018.


Page 60 of 139

ILLUMINA, INC.

Security: 452327109

Ticker: ILMN

ISIN: US4523271090





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Jay T. Flatley

For ForMgmt1b. Election of Director: John W. Thompson

For ForMgmt1c. Election of Director: Gary S. Guthart, Ph.D.

For ForMgmt2. To ratify the appointment of Ernst & YoungLLP as our independent registered publicaccounting firm for the fiscal year endingDecember 30, 2018.

Against AgainstMgmt3. To approve, on an advisory basis, thecompensation of the named executive officersas disclosed in the Proxy Statement.

For AgainstShr4. To approve, on an advisory basis, astockholder proposal to elect each directorannually.


Page 61 of 139

INTERNATIONAL FLAVORS & FRAGRANCES INC.

Security: 459506101

Ticker: IFF

ISIN: US4595061015





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Marcello V. Bottoli

For ForMgmt1b. Election of Director: Dr. Linda Buck

For ForMgmt1c. Election of Director: Michael L. Ducker

For ForMgmt1d. Election of Director: David R. Epstein

For ForMgmt1e. Election of Director: Roger W. Ferguson, Jr.

For ForMgmt1f. Election of Director: John F. Ferraro

For ForMgmt1g. Election of Director: Andreas Fibig

For ForMgmt1h. Election of Director: Christina Gold

For ForMgmt1i. Election of Director: Katherine M. Hudson

For ForMgmt1j. Election of Director: Dale F. Morrison

For ForMgmt1k. Election of Director: Stephen Williamson


Page 62 of 139



Recommendation

For ForMgmt2. Ratify the selection of PwC LLP as ourindependent registered public accounting firmof the 2018 fiscal year.

Against AgainstMgmt3. Approve, on an advisory basis, thecompensation of our named executive officersin 2017.


Page 63 of 139

IQVIA HOLDINGS INC.

Security: 46266C105

Ticker: IQV

ISIN: US46266C1053





Recommendation

Proposal Vote



1. DIRECTOR

1 Ari Bousbib Withheld AgainstMgmt

2 Colleen A. Goggins Withheld AgainstMgmt

3 John M. Leonard, M.D. Withheld AgainstMgmt

4 Todd B. Sisitsky Withheld AgainstMgmt

For ForMgmt2. The ratification of the appointment ofPricewaterhouseCoopers LLP as IQVIAHoldings Inc.'s independent registered publicaccounting firm for the year ending December31, 2018.


Page 64 of 139

J.B. HUNT TRANSPORT SERVICES, INC.

Security: 445658107

Ticker: JBHT

ISIN: US4456581077





Recommendation

Proposal Vote



Against AgainstMgmt1A. Election of Director: Douglas G. Duncan

Against AgainstMgmt1B. Election of Director: Francesca M. Edwardson

Against AgainstMgmt1C. Election of Director: Wayne Garrison

Against AgainstMgmt1D. Election of Director: Sharilyn S. Gasaway

Against AgainstMgmt1E. Election of Director: Gary C. George

Against AgainstMgmt1F. Election of Director: J. Bryan Hunt, Jr.

Against AgainstMgmt1G. Election of Director: Coleman H. Peterson

Against AgainstMgmt1H. Election of Directors: John N. Roberts III

Against AgainstMgmt1I. Election of Director: James L. Robo

Against AgainstMgmt1J. Election of Director: Kirk Thompson


Page 65 of 139



Recommendation

Against AgainstMgmt2. To approve an advisory resolution regardingthe Company's compensation of its namedexecutive officers.

Against AgainstMgmt3. To ratify the appointment of Ernst & YoungLLP as the Company's independent publicaccountants for calendar year 2018.

For AgainstShr4. To approve a stockholder proposal regardingreporting political contributions.

For AgainstShr5. To approve a stockholder proposal regardinggreenhouse gas reduction targets.


Page 66 of 139

JOHNSON & JOHNSON

Security: 478160104

Ticker: JNJ

ISIN: US4781601046





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Director: Mary C. Beckerle

Against AgainstMgmt1b. Election of Director: D. Scott Davis

Against AgainstMgmt1c. Election of Director: Ian E. L. Davis

Against AgainstMgmt1d. Election of Director: Jennifer A. Doudna

Against AgainstMgmt1e. Election of Director: Alex Gorsky

Against AgainstMgmt1f. Election of Director: Mark B. McClellan

Against AgainstMgmt1g. Election of Director: Anne M. Mulcahy

Against AgainstMgmt1h. Election of Director: William D. Perez

Against AgainstMgmt1i. Election of Director: Charles Prince

Against AgainstMgmt1j. Election of Director: A. Eugene Washington

Against AgainstMgmt1k. Election of Director: Ronald A. Williams


Page 67 of 139



Recommendation

Against AgainstMgmt2. Advisory Vote to Approve Named ExecutiveOfficer Compensation

For ForMgmt3. Ratification of Appointment ofPricewaterhouseCoopers LLP as theIndependent Registered Public AccountingFirm for 2018

For AgainstShr4. Shareholder Proposal - Accounting forLitigation and Compliance in ExecutiveCompensation Performance Measures

For AgainstShr5. Shareholder Proposal - Amendment toShareholder Ability to Call SpecialShareholder Meeting


Page 68 of 139

JOHNSON CONTROLS INTERNATIONAL PLC

Security: G51502105

Ticker: JCI

ISIN: IE00BY7QL619





Recommendation

Proposal Vote



For ForMgmt1A. Election of director: Michael E. Daniels

For ForMgmt1B. Election of director: W. Roy Dunbar

For ForMgmt1C. Election of director: Brian Duperreault

For ForMgmt1D. Election of director: Gretchen R. Haggerty

For ForMgmt1E. Election of director: Simone Menne

For ForMgmt1F. Election of director: George R. Oliver

For ForMgmt1G. Election of director: Juan Pablo del VallePerochena

For ForMgmt1H. Election of director: Jurgen Tinggren

For ForMgmt1I. Election of director: Mark Vergnano

For ForMgmt1J. Election of director: R. David Yost


Page 69 of 139



Recommendation

For ForMgmt1K. Election of director: John D. Young

For ForMgmt2.A To ratify the appointment ofPricewaterhouseCoopers LLP as theindependent auditors of the Company.

For ForMgmt2.B To authorize the Audit Committee of theBoard of Directors to set the auditors'remuneration.

For ForMgmt3. To authorize the Company and/or anysubsidiary of the Company to make marketpurchases of Company shares.

For ForMgmt4. To determine the price range at which theCompany can re-allot shares that it holds astreasury shares (Special Resolution).

Against AgainstMgmt5. To approve, in a non-binding advisory vote,the compensation of the named executiveofficers.

For ForMgmt6. To approve the Directors' authority to allotshares up to approximately 33% of issuedshare capital.

For ForMgmt7. To approve the waiver of statutory pre-emption rights with respect to up to 5% ofissued share capital (Special Resolution).

For ForMgmt8.A To approve the reduction of Company capital(Special Resolution).

For ForMgmt8.B To approve a clarifying amendment to theCompany's Articles of Association to facilitatethe capital reduction (Special Resolution).


Page 70 of 139

KEYCORP

Security: 493267108

Ticker: KEY

ISIN: US4932671088





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Director: Bruce D. Broussard

Against AgainstMgmt1b. Election of Director: Charles P. Cooley

Against AgainstMgmt1c. Election of Director: Gary M. Crosby

Against AgainstMgmt1d. Election of Director: Alexander M. Cutler

Against AgainstMgmt1e. Election of Director: H. James Dallas

Against AgainstMgmt1f. Election of Director: Elizabeth R. Gile

Against AgainstMgmt1g. Election of Director: Ruth Ann M. Gillis

Against AgainstMgmt1h. Election of Director: William G. Gisel, Jr.

Against AgainstMgmt1i. Election of Director: Carlton L. Highsmith

Against AgainstMgmt1j. Election of Director: Richard J. Hipple

Against AgainstMgmt1k. Election of Director: Kristen L. Manos


Page 71 of 139



Recommendation

Against AgainstMgmt1l. Election of Director: Beth E. Mooney

Against AgainstMgmt1m. Election of Director: Demos Parneros

Against AgainstMgmt1n. Election of Director: Barbara R. Snyder

Against AgainstMgmt1o. Election of Director: David K. Wilson

For ForMgmt2. Ratification of the appointment of independentauditor.

Against AgainstMgmt3. Advisory approval of executive compensation.

For AgainstShr4. Shareholder proposal seeking to reduceownership threshold to call specialshareholder meeting.


Page 72 of 139

LOGMEIN, INC

Security: 54142L109

Ticker: LOGM

ISIN: US54142L1098





Recommendation

Proposal Vote



Abstain AgainstMgmt1A Election of Class III Director: Michael K.Simon

Abstain AgainstMgmt1B Election of Class III Director: Edwin J. Gillis

Abstain AgainstMgmt1C Election of Class III Director: Sara C. Andrews

For ForMgmt2. Ratification of appointment of Deloitte &Touche LLP as independent registered publicaccounting firm for fiscal year endingDecember 31, 2018.

Against AgainstMgmt3. Advisory vote for the approval of theCompany's executive compensation.


Page 73 of 139

LULULEMON ATHLETICA INC.

Security: 550021109

Ticker: LULU

ISIN: US5500211090





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Class II Nominee: Martha A.M.Morfitt

Against AgainstMgmt1b. Election of Class II Nominee: Tricia Patrick

Against AgainstMgmt1c. Election of Class II Nominee: Emily White

For ForMgmt2. To ratify the appointment ofPricewaterhouseCoopers LLP as theCompany's independent registered publicaccounting firm for the fiscal year endingFebruary 3, 2019.

For ForMgmt3. To approve an amendment to the Company'scertificate of incorporation to provide theboard the power to adopt, amend or repealthe Company's bylaws.

For ForMgmt4a. To ratify amendments to our bylawspreviously adopted by the board, including: Toeliminate a conflict between two provisionsregarding the location for annual stockholdermeetings.

Against AgainstMgmt4b. To ratify amendments to our bylawspreviously adopted by the board, including: Tochange the advance notice provisions forstockholder nominations and proposals.


Page 74 of 139



Recommendation

For ForMgmt4c. To ratify amendments to our bylawspreviously adopted by the board, including: Toauthorize the board to utilize a co-chairleadership structure when appropriate.

For ForMgmt4d. To ratify amendments to our bylawspreviously adopted by the board, including: Toprovide for majority voting for directornominees in uncontested elections andimplementing procedures for incumbentdirectors who do not receive a majority vote.

Against AgainstMgmt4e. To ratify amendments to our bylawspreviously adopted by the board, including: Todesignate an exclusive forum for certainlitigation.

Against AgainstMgmt5. To approve, on an advisory basis, thecompensation of the Company's namedexecutive officers.


Page 75 of 139

MARATHON PETROLEUM CORPORATION

Security: 56585A102

Ticker: MPC

ISIN: US56585A1025





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Class I Director: Abdulaziz F.Alkhayyal

Against AgainstMgmt1b. Election of Class I Director: Donna A. James

Against AgainstMgmt1c. Election of Class I Director: James E. Rohr

For ForMgmt2. Ratification of the selection ofPricewaterhouseCoopers LLP as thecompany's independent auditor for 2018.

Against AgainstMgmt3. Aproval, on an advisory basis, of thecompany's named executive officercompensation.

1 Year ForMgmt4. Recommendation, on an advisory basis, ofthe frequency of advisory votes on namedexecutive officer compensation.

For ForMgmt5. Approval of amendments to the company'sRestated Certificate of Incorporation toeliminate the supermajority votingrequirement applicable to bylaw amendments.

For ForMgmt6. Approval of amendments to the company'sRestated Certificate of Incorporation toeliminate the supermajority votingrequirements applicable to certificateamendments and the removal of directors.


Page 76 of 139



Recommendation

For AgainstShr7. Shareholder proposal seeking alternativeshareholder right to call a special meetingprovision.


Page 77 of 139

MASTERCARD INCORPORATED

Security: 57636Q104

Ticker: MA

ISIN: US57636Q1040





Recommendation

Proposal Vote



For ForMgmt1a. Election of director: Richard Haythornthwaite

For ForMgmt1b. Election of director: Ajay Banga

For ForMgmt1c. Election of director: Silvio Barzi

For ForMgmt1d. Election of director: David R. Carlucci

For ForMgmt1e. Election of director: Richard K. Davis

For ForMgmt1f. Election of director: Steven J. Freiberg

For ForMgmt1g. Election of director: Julius Genachowski

For ForMgmt1h. Election of director: Choon Phong Goh

For ForMgmt1i. Election of director: Merit E. Janow

For ForMgmt1j. Election of director: Nancy Karch

For ForMgmt1k. Election of director: Oki Matsumoto


Page 78 of 139



Recommendation

For ForMgmt1l. Election of director: Rima Qureshi

For ForMgmt1m. Election of director: Jose Octavio ReyesLagunes

For ForMgmt1n. Election of director: Jackson Tai

Against AgainstMgmt2. Advisory approval of Mastercard's executivecompensation

For ForMgmt3. Ratification of the appointment ofPricewaterhouseCoopers LLP as theindependent registered public accounting firmfor Mastercard for 2018


Page 79 of 139

MAXIM INTEGRATED PRODUCTS, INC.

Security: 57772K101

Ticker: MXIM

ISIN: US57772K1016


10-Nov-17Meeting Date:



Recommendation

Proposal Vote



For ForMgmt1A ELECTION OF DIRECTOR: WILLIAM P.SULLIVAN

For ForMgmt1B ELECTION OF DIRECTOR: TUNC DOLUCA

For ForMgmt1C ELECTION OF DIRECTOR: TRACY C.ACCARDI

For ForMgmt1D ELECTION OF DIRECTOR: JAMES R.BERGMAN

For ForMgmt1E ELECTION OF DIRECTOR: JOSEPH R.BRONSON

For ForMgmt1F ELECTION OF DIRECTOR: ROBERT E.GRADY

For ForMgmt1G ELECTION OF DIRECTOR: WILLIAM D.WATKINS

For ForMgmt1H ELECTION OF DIRECTOR: MARYANNWRIGHT

For ForMgmt2 TO RATIFY THE APPOINTMENT OFPRICEWATERHOUSECOOPERS LLP ASOUR INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR FISCAL 2018.


Page 80 of 139



Recommendation

For ForMgmt3 TO RATIFY AND APPROVE ANAMENDMENT TO MAXIM INTEGRATED'S2008 EMPLOYEE STOCK PURCHASE PLANTO INCREASE THE NUMBER OF SHARESAVAILABLE FOR ISSUANCE THEREUNDERBY 1,500,000 SHARES.

Against AgainstMgmt4 ADVISORY VOTE TO APPROVE NAMEDEXECUTIVE OFFICER COMPENSATION

1 Year ForMgmt5 ADVISORY VOTE ON THE FREQUENCY OFFUTURE ADVISORY VOTES ON THECOMPENSATION OF NAMED EXECUTIVEOFFICERS TO BE ONE YEAR.


Page 81 of 139

MEDTRONIC PLC

Security: G5960L103

Ticker: MDT

ISIN: IE00BTN1Y115


08-Dec-17Meeting Date:



Recommendation

Proposal Vote



For ForMgmt1A. ELECTION OF DIRECTOR: RICHARD H.ANDERSON

For ForMgmt1B. ELECTION OF DIRECTOR: CRAIG ARNOLD

For ForMgmt1C. ELECTION OF DIRECTOR: SCOTT C.DONNELLY

For ForMgmt1D. ELECTION OF DIRECTOR: RANDALLHOGAN III

For ForMgmt1E. ELECTION OF DIRECTOR: OMAR ISHRAK

For ForMgmt1F. ELECTION OF DIRECTOR: SHIRLEY A.JACKSON, PH.D.

For ForMgmt1G. ELECTION OF DIRECTOR: MICHAEL O.LEAVITT

For ForMgmt1H. ELECTION OF DIRECTOR: JAMES T.LENEHAN

For ForMgmt1I. ELECTION OF DIRECTOR: ELIZABETHNABEL, M.D.

For ForMgmt1J. ELECTION OF DIRECTOR: DENISE M.O'LEARY


Page 82 of 139



Recommendation

For ForMgmt1K. ELECTION OF DIRECTOR: KENDALL J.POWELL

For ForMgmt1L. ELECTION OF DIRECTOR: ROBERT C.POZEN

For ForMgmt2. TO RATIFY, IN A NON-BINDING VOTE, THERE-APPOINTMENT OFPRICEWATERHOUSECOOPERS LLP ASMEDTRONIC'S INDEPENDENT AUDITORFOR FISCAL YEAR 2018 AND AUTHORIZETHE BOARD OF DIRECTORS, ACTINGTHROUGH THE AUDIT COMMITTEE, TOSET THE AUDITOR'S REMUNERATION.

Against AgainstMgmt3. TO APPROVE IN A NON-BINDINGADVISORY VOTE, NAMED EXECUTIVEOFFICER COMPENSATION (A "SAY-ON-PAY" VOTE).

Against AgainstMgmt4. TO APPROVE THE AMENDMENT ANDRESTATEMENT OF THE MEDTRONIC PLCAMENDED AND RESTATED 2013 STOCKAWARD AND INCENTIVE PLAN.


Page 83 of 139

MERCK & CO., INC.

Security: 58933Y105

Ticker: MRK

ISIN: US58933Y1055





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Director: Leslie A. Brun

Against AgainstMgmt1b. Election of Director: Thomas R. Cech

Against AgainstMgmt1c. Election of Director: Pamela J. Craig

Against AgainstMgmt1d. Election of Director: Kenneth C. Frazier

Against AgainstMgmt1e. Election of Director: Thomas H. Glocer

Against AgainstMgmt1f. Election of Director: Rochelle B. Lazarus

Against AgainstMgmt1g. Election of Director: John H. Noseworthy

Against AgainstMgmt1h. Election of Director: Paul B. Rothman

Against AgainstMgmt1i. Election of Director: Patricia F. Russo

Against AgainstMgmt1j. Election of Director: Craig B. Thompson

Against AgainstMgmt1k. Election of Director: Inge G. Thulin


Page 84 of 139



Recommendation

Against AgainstMgmt1l. Election of Director: Wendell P. Weeks

Against AgainstMgmt1m. Election of Director: Peter C. Wendell

Against AgainstMgmt2. Non-binding advisory vote to approve thecompensation of our named executiveofficers.

For ForMgmt3. Ratification of the appointment of theCompany's independent registered publicaccounting firm for 2018.

For AgainstShr4. Shareholder proposal concerningshareholders' right to act by written consent.


Page 85 of 139

MICROSOFT CORPORATION

Security: 594918104

Ticker: MSFT

ISIN: US5949181045


29-Nov-17Meeting Date:



Recommendation

Proposal Vote



Against AgainstMgmt1A. ELECTION OF DIRECTOR: WILLIAM H.GATES III

Against AgainstMgmt1B. ELECTION OF DIRECTOR: REID G.HOFFMAN

Against AgainstMgmt1C. ELECTION OF DIRECTOR: HUGH F.JOHNSTON

Against AgainstMgmt1D. ELECTION OF DIRECTOR: TERI L. LIST-STOLL

Against AgainstMgmt1E. ELECTION OF DIRECTOR: SATYANADELLA

Against AgainstMgmt1F. ELECTION OF DIRECTOR: CHARLES H.NOSKI

Against AgainstMgmt1G. ELECTION OF DIRECTOR: HELMUT PANKE

Against AgainstMgmt1H. ELECTION OF DIRECTOR: SANDRA E.PETERSON

Against AgainstMgmt1I. ELECTION OF DIRECTOR: PENNY S.PRITZKER

Against AgainstMgmt1J. ELECTION OF DIRECTOR: CHARLES W.SCHARF


Page 86 of 139



Recommendation

Against AgainstMgmt1K. ELECTION OF DIRECTOR: ARNE M.SORENSON

Against AgainstMgmt1L. ELECTION OF DIRECTOR: JOHN W.STANTON

Against AgainstMgmt1M. ELECTION OF DIRECTOR: JOHN W.THOMPSON

Against AgainstMgmt1N. ELECTION OF DIRECTOR: PADMASREEWARRIOR

Against AgainstMgmt2. ADVISORY VOTE TO APPROVE NAMEDEXECUTIVE OFFICER COMPENSATION

1 Year ForMgmt3. ADVISORY VOTE ON THE FREQUENCY OFFUTURE ADVISORY VOTES TO APPROVEEXECUTIVE COMPENSATION

For ForMgmt4. RATIFICATION OF DELOITTE & TOUCHELLP AS OUR INDEPENDENT AUDITOR FORFISCAL YEAR 2018

For ForMgmt5. APPROVAL OF MATERIAL TERMS OF THEPERFORMANCE GOALS UNDER THEEXECUTIVE INCENTIVE PLAN

Against AgainstMgmt6. APPROVAL OF THE MICROSOFTCORPORATION 2017 STOCK PLAN


Page 87 of 139

NEWELL BRANDS INC.

Security: 651229106

Ticker: NWL

ISIN: US6512291062

Meeting Type: Contested Annual




Recommendation

Proposal Vote



1 DIRECTOR

1 Bridget Ryan Berman For ForMgmt

2 Patrick D. Campbell For ForMgmt

3 James R. Craigie For ForMgmt

4 Debra A. Crew For ForMgmt

5 Brett M. Icahn For ForMgmt

6 Gerardo I. Lopez For ForMgmt

7 Courtney R. Mather For ForMgmt

8 Michael B. Polk For ForMgmt

9 Judith A. Sprieser For ForMgmt

10 Robert A. Steele For ForMgmt

11 Steven J. Strobel For ForMgmt


Page 88 of 139



Recommendation

12 Michael A. Todman For ForMgmt

For ForMgmt2 Ratify the appointment ofPricewaterhouseCoopers LLP as theCompany's independent registered publicaccounting firm for the year 2018.

Against AgainstMgmt3 Advisory resolution to approve executivecompensation.

For Shr4 Shareholder proposal - Shareholder Right toAct by Written Consent.


Page 89 of 139

NIKE, INC.

Security: 654106103

Ticker: NKE

ISIN: US6541061031


21-Sep-17Meeting Date:



Recommendation

Proposal Vote



1. DIRECTOR

1 ALAN B. GRAF, JR. Withheld AgainstMgmt

2 JOHN C. LECHLEITER Withheld AgainstMgmt

3 MICHELLE A. PELUSO Withheld AgainstMgmt

Against AgainstMgmt2. TO APPROVE EXECUTIVECOMPENSATION BY AN ADVISORY VOTE.

1 Year ForMgmt3. TO APPROVE THE FREQUENCY OFADVISORY VOTES ON EXECUTIVECOMPENSATION BY AN ADVISORY VOTE.

For ForMgmt4. TO APPROVE THE NIKE, INC. LONG-TERMINCENTIVE PLAN, AS AMENDED.

For AgainstShr5. TO CONSIDER A SHAREHOLDERPROPOSAL REGARDING POLITICALCONTRIBUTIONS DISCLOSURE.

For ForMgmt6. TO RATIFY THE APPOINTMENT OFPRICEWATERHOUSECOOPERS LLP ASINDEPENDENT REGISTERED PUBLICACCOUNTING FIRM.


Page 90 of 139

OMNICOM GROUP INC.

Security: 681919106

Ticker: OMC

ISIN: US6819191064





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: John D. Wren

For ForMgmt1b. Election of Director: Alan R. Batkin

For ForMgmt1c. Election of Director: Mary C. Choksi

For ForMgmt1d. Election of Director: Robert Charles Clark

For ForMgmt1e. Election of Director: Leonard S. Coleman, Jr.

For ForMgmt1f. Election of Director: Susan S. Denison

For ForMgmt1g. Election of Director: Ronnie S. Hawkins

For ForMgmt1h. Election of Director: Deborah J. Kissire

For ForMgmt1i. Election of Director: Gracia C. Martore

For ForMgmt1j. Election of Director: Linda Johnson Rice

For ForMgmt1k. Election of Director: Valerie M. Williams


Page 91 of 139



Recommendation

Against AgainstMgmt2. Advisory resolution to approve executivecompensation.

For ForMgmt3. Ratification of the appointment of KPMG LLPas the Company's independent auditors forthe 2018 fiscal year.

For AgainstShr4. Shareholder proposal regarding theownership threshold for calling specialshareholder meetings.


Page 92 of 139

ONEOK, INC.

Security: 682680103

Ticker: OKE

ISIN: US6826801036





Recommendation

Proposal Vote



Against AgainstMgmt1A. Election of director: Brian L. Derksen

Against AgainstMgmt1B. Election of director: Julie H. Edwards

For ForMgmt1C. Election of director: John W. Gibson

For ForMgmt1D. Election of director: Randall J. Larson

Against AgainstMgmt1E. Election of director: Steven J. Malcolm

Against AgainstMgmt1F. Election of director: Jim W. Mogg

For ForMgmt1G. Election of director: Pattye L. Moore

Against AgainstMgmt1H. Election of director: Gary D. Parker

Against AgainstMgmt1I. Election of director: Eduardo A. Rodriguez

For ForMgmt1J. Election of director: Terry K. Spencer


Page 93 of 139



Recommendation

Against AgainstMgmt2. Ratification of the selection ofPricewaterhouseCoopers LLP as theindependent registered public accounting firmof ONEOK, Inc. for the year ending December31, 2018.

Against AgainstMgmt3. Approve the ONEOK, Inc. Equity IncentivePlan.

Against AgainstMgmt4. An advisory vote to approve ONEOK, Inc.'sexecutive compensation.


Page 94 of 139

PALO ALTO NETWORKS, INC.

Security: 697435105

Ticker: PANW

ISIN: US6974351057





Recommendation

Proposal Vote



Abstain AgainstMgmt1A. ELECTION OF CLASS III DIRECTOR:FRANK CALDERONI

Abstain AgainstMgmt1B. ELECTION OF CLASS III DIRECTOR: CARLESCHENBACH

Abstain AgainstMgmt1C. ELECTION OF CLASS III DIRECTOR:DANIEL J. WARMENHOVEN

For ForMgmt2. TO RATIFY THE APPOINTMENT OF ERNST& YOUNG LLP AS OUR INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRMFOR OUR FISCAL YEAR ENDING JULY 31,2018.

Against AgainstMgmt3. TO APPROVE, ON AN ADVISORY BASIS,THE COMPENSATION OF OUR NAMEDEXECUTIVE OFFICERS.

For ForMgmt4. TO APPROVE THE PALO ALTONETWORKS, INC. EXECUTIVE INCENTIVEPLAN.

For AgainstShr5. TO CONSIDER AND VOTE UPON ASTOCKHOLDER PROPOSAL REGARDINGA DIVERSITY REPORT, IF PROPERLYPRESENTED AT THE ANNUAL MEETING.


Page 95 of 139

PANERA BREAD COMPANY

Security: 69840W108

Ticker: PNRA

ISIN: US69840W1080


11-Jul-17Meeting Date:



Recommendation

Proposal Vote



For ForMgmt1. TO ADOPT THE AGREEMENT AND PLANOF MERGER, DATED AS OF APRIL 4, 2017,BY AND AMONG PANERA BREADCOMPANY, JAB HOLDINGS B.V., RYEPARENT CORP., AND RYE MERGER SUB,INC.

Against AgainstMgmt2. TO APPROVE, BY NON-BINDING,ADVISORY VOTE, CERTAINCOMPENSATION ARRANGEMENTS FORTHE COMPANY'S NAMED EXECUTIVEOFFICERS IN CONNECTION WITH THEMERGER.


Page 96 of 139

PAYPAL HOLDINGS, INC.

Security: 70450Y103

Ticker: PYPL

ISIN: US70450Y1038





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Director: Rodney C. Adkins

Against AgainstMgmt1b. Election of Director: Wences Casares

Against AgainstMgmt1c. Election of Director: Jonathan Christodoro

Against AgainstMgmt1d. Election of Director: John J. Donahoe

Against AgainstMgmt1e. Election of Director: David W. Dorman

Against AgainstMgmt1f. Election of Director: Belinda J. Johnson

Against AgainstMgmt1g. Election of Director: Gail J. McGovern

Against AgainstMgmt1h. Election of Director: David M. Moffett

Against AgainstMgmt1i. Election of Director: Ann M. Sarnoff

Against AgainstMgmt1j. Election of Director: Daniel H. Schulman

Against AgainstMgmt1k. Election of Director: Frank D. Yeary


Page 97 of 139



Recommendation


Against AgainstMgmt3. Approval of the PayPal Holdings, Inc.Amended and Restated 2015 Equity IncentiveAward Plan.

For ForMgmt4. Approval of the PayPal Holdings, Inc.Amended and Restated Employee StockPurchase Plan.

For ForMgmt5. Ratification of the appointment ofPricewaterhouseCoopers LLP as ourindependent auditor for 2018.

For AgainstShr6. Stockholder proposal regarding stockholderproxy access enhancement.

For AgainstShr7. Stockholder proposal regarding politicaltransparency.

For AgainstShr8. Stockholder proposal regarding human andindigenous peoples' rights.


Page 98 of 139

QUANTA SERVICES, INC.

Security: 74762E102

Ticker: PWR

ISIN: US74762E1029





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Earl C. Austin, Jr.

Against AgainstMgmt1b. Election of Director: Doyle N. Beneby

Against AgainstMgmt1c. Election of Director: J. Michal Conaway

For ForMgmt1d. Election of Director: Vincent D. Foster

For ForMgmt1e. Election of Director: Bernard Fried

For ForMgmt1f. Election of Director: Worthing F. Jackman

For ForMgmt1g. Election of Director: David M. McClanahan

Against AgainstMgmt1h. Election of Director: Margaret B. Shannon

Against AgainstMgmt1i. Election of Director: Pat Wood, III

Against AgainstMgmt2. Approval, by non-binding advisory vote, ofQuanta's executive compensation


Page 99 of 139



Recommendation

Against AgainstMgmt3. Ratification of the appointment ofPricewaterhouseCoopers LLP as Quanta'sindependent registered public accounting firmfor fiscal year 2018

Against AgainstMgmt4. Approval of an amendment to the QuantaServices, Inc. 2011 Omnibus Equity IncentivePlan to increase the number of shares ofcommon stock that may be issued thereunderand make certain other changes


Page 100 of 139

QUEST DIAGNOSTICS INCORPORATED

Security: 74834L100

Ticker: DGX

ISIN: US74834L1008





Recommendation

Proposal Vote



Against AgainstMgmt1A. Election of Director: Jenne K. Britell

Against AgainstMgmt1B. Election of Director: Vicky B. Gregg

Against AgainstMgmt1C. Election of Director: Jeffrey M. Leiden

Against AgainstMgmt1D. Election of Director: Timothy L. Main

Against AgainstMgmt1E. Election of Director: Gary M. Pfeiffer

Against AgainstMgmt1F. Election of Director: Timothy M. Ring

Against AgainstMgmt1G. Election of Director: Stephen H. Rusckowski

Against AgainstMgmt1H. Election of Director: Daniel C. Stanzione

Against AgainstMgmt1I. Election of Director: Helen I. Torley

Against AgainstMgmt1J. Election of Director: Gail R. Wilensky


Page 101 of 139



Recommendation

Against AgainstMgmt2. An advisory resolution to approve theexecutive officer compensation disclosed inthe Company's 2018 proxy statement

For ForMgmt3. Ratification of the appointment of ourindependent registered public accounting firmfor 2018

For ForMgmt4. Amending our Certificate of Incorporation topermit holders of 20% or more of our commonstock to call special meetings

For AgainstShr5. Stockholder proposal to permit holders of10% or more of our common stock to callspecial meetings


Page 102 of 139

REINSURANCE GROUP OF AMERICA, INC.

Security: 759351604

Ticker: RGA

ISIN: US7593516047





Recommendation

Proposal Vote



Against AgainstMgmt1A. Election of Director: Patricia L. Guinn

Against AgainstMgmt1B. Election of Director: Frederick J. Sievert

Against AgainstMgmt1C. Election of Director: Stanley B. Tulin

Against AgainstMgmt2. Advisory vote to approve named executiveofficer compensation.

For ForMgmt3. Vote to amend the Company's Articles ofIncorporation to give shareholders the abilityto amend the Company's Bylaws.

For ForMgmt4. Vote to amend the Company's Articles ofIncorporation to declassify the Board ofDirectors.

For ForMgmt5. Vote to amend the Company's Articles ofIncorporation to eliminate the 85%supermajority voting threshold on certainprovisions in the Articles of Incorporation.

For ForMgmt6. Ratify the appointment of Deloitte & ToucheLLP as the Company's independent auditorfor the year ending December 31, 2018.


Page 103 of 139

SALESFORCE.COM, INC.

Security: 79466L302

Ticker: CRM

ISIN: US79466L3024





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Marc Benioff

For ForMgmt1b. Election of Director: Keith Block

For ForMgmt1c. Election of Director: Craig Conway

For ForMgmt1d. Election of Director: Alan Hassenfeld

For ForMgmt1e. Election of Director: Neelie Kroes

For ForMgmt1f. Election of Director: Colin Powell

For ForMgmt1g. Election of Director: Sanford Robertson

For ForMgmt1h. Election of Director: John V. Roos

For ForMgmt1i. Election of Director: Bernard Tyson

For ForMgmt1j. Election of Director: Robin Washington

For ForMgmt1k. Election of Director: Maynard Webb


Page 104 of 139



Recommendation

For ForMgmt1l. Election of Director: Susan Wojcicki

For ForMgmt2. Amendment and restatement of ourCertificate of Incorporation to allowstockholders to request special meetings ofthe stockholders.

Against AgainstMgmt3. Amendment and restatement of our 2013Equity Incentive Plan to, among other things,increase the number of shares authorized forissuance by 40 million shares.

For ForMgmt4. Ratification of the appointment of Ernst &Young LLP as our independent registeredpublic accounting firm for the fiscal yearending January 31, 2019.

Against AgainstMgmt5. An advisory vote to approve the fiscal 2018compensation of our named executiveofficers.

For AgainstShr6. A stockholder proposal requesting theelimination of supermajority votingrequirements.

Against ForShr7. A stockholder proposal requesting a report onSalesforce's criteria for investing in, operatingin and withdrawing from high-risk regions.


Page 105 of 139

SBA COMMUNICATIONS CORPORATION

Security: 78410G104

Ticker: SBAC

ISIN: US78410G1040





Recommendation

Proposal Vote



Against AgainstMgmt1A Election of Director for a three-year term:Brian C. Carr

Against AgainstMgmt1B Election of Director for a three-year term:Mary S. Chan

Against AgainstMgmt1C Election of Director for a three-year term:George R. Krouse, Jr.

For ForMgmt2. Ratification of the appointment of Ernst &Young LLP as SBA's independent registeredpublic accounting firm for the 2018 fiscal year.

Against AgainstMgmt3. Approval, on an advisory basis, of thecompensation of SBA's named executiveofficers.

For ForMgmt4. Approval of the 2018 Employee StockPurchase Plan.


Page 106 of 139

SEALED AIR CORPORATION

Security: 81211K100

Ticker: SEE

ISIN: US81211K1007





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Director: Michael Chu

Against AgainstMgmt1b. Election of Director: Edward L. Doheny II

Against AgainstMgmt1c. Election of Director: Patrick Duff

Against AgainstMgmt1d. Election of Director: Henry R. Keizer

Against AgainstMgmt1e. Election of Director: Jacqueline B. Kosecoff

Against AgainstMgmt1f. Election of Director: Neil Lustig

Against AgainstMgmt1g. Election of Director: Richard L. Wambold

Against AgainstMgmt1h. Election of Director: Jerry R. Whitaker

Against AgainstMgmt2. Amendment and restatement of 2014Omnibus Incentive Plan.

Against AgainstMgmt3. Ratification of the appointment of Ernst &Young LLP as Sealed Air's independentauditor for the year ending December 31,2018.


Page 107 of 139



Recommendation

Against AgainstMgmt4. Approval, as an advisory vote, of 2017executive compensation as disclosed in theattached Proxy Statement.


Page 108 of 139

SHIRE PLC

Security: 82481R106

Ticker: SHPG

ISIN: US82481R1068





Recommendation

Proposal Vote



For ForMgmt1. To receive the Company's Annual Report andAccounts for the year ended December 31,2017.

Against AgainstMgmt2. To approve the Directors' RemunerationReport, excluding the Directors'Remuneration Policy, set out on pages 78 to108 of the Annual Report and Accounts forthe year ended December 31, 2017.

Against AgainstMgmt3. To approve the Directors' RemunerationPolicy, contained within the Directors'Remuneration Report and set out on pages86 to 95 of the Annual Report and Accountsfor the year ended December 31, 2017, totake effect after the end of the AnnualGeneral Meeting on April 24, 2018.

For ForMgmt4. To re-elect Olivier Bohuon as a Director.

For ForMgmt5. To re-elect Ian Clark as a Director.

For ForMgmt6. To elect Thomas Dittrich as a Director.

For ForMgmt7. To re-elect Gail Fosler as a Director.

For ForMgmt8. To re-elect Steven Gillis as a Director.


Page 109 of 139



Recommendation

For ForMgmt9. To re-elect David Ginsburg as a Director.

For ForMgmt10. To re-elect Susan Kilsby as a Director.

For ForMgmt11. To re-elect Sara Mathew as a Director.

For ForMgmt12. To re-elect Flemming Ornskov as a Director.

For ForMgmt13. To re-elect Albert Stroucken as a Director.

For ForMgmt14. To re-appoint Deloitte LLP as the Company'sAuditor until the conclusion of the next AnnualGeneral Meeting of the Company.

For ForMgmt15. To authorize the Audit, Compliance & RiskCommittee to determine the remuneration ofthe Auditor.

For ForMgmt16. That the authority to allot Relevant Securities(as defined in the Company's Articles ofAssociation (the "Articles")) conferred on theDirectors by Article 10 paragraph (B) of theArticles be renewed and for this purpose theAuthorised Allotment Amount shall be: (a)GBP 15,187,600.85 of Relevant Securities.(b) solely in connection with an allotmentpursuant to an offer by way of a Rights Issue(as defined in the Articles, but only if and tothe extent that such offer is ...(due to spacelimits, see proxy material for full proposal).

For ForMgmt17. That, subject to the passing of Resolution 16,the authority to allot equity securities (asdefined in the Company's Articles ofAssociation (the "Articles")) wholly for cashconferred on the Directors by Article 10paragraph (D) of the Articles be renewed andfor this purpose the Non Pre-emptive Amount(as defined in the Articles) shall be GBP


Page 110 of 139



Recommendation

2,278,140.10 and the Allotment Period shallbe the period commencing on April 24, 2018,and ending on the earlier of the close ofbusiness on ...(due to space limits, see proxymaterial for full proposal).

For ForMgmt18. That, subject to the passing of Resolutions 16and 17 and for the purpose of the authority toallot equity securities (as defined in theCompany's Articles of Association (the"Articles")) wholly for cash conferred on theDirectors by Article 10 paragraph (D) of theArticles and renewed by Resolution 17, theNon Pre-emptive Amount (as defined in theArticles) shall be increased from GBP2,278,140.10 to GBP ...(due to space limits,see proxy material for full proposal).

For ForMgmt19. That the Company be and is hereby generallyand unconditionally authorized: (a) pursuantto Article 57 of the Companies (Jersey) Law1991 to make market purchases of OrdinaryShares in the capital of the Company,provided that: (1) the maximum number ofOrdinary Shares hereby authorized to bepurchased is 91,125,605; (2) the minimumprice, exclusive of any expenses, which maybe paid for an Ordinary Share is five pence;(3) the maximum price, exclusive of anyexpenses, which may be paid ...(due to spacelimits, see proxy material for full proposal).

For ForMgmt20. To approve that a general meeting of theCompany, other than an annual generalmeeting, may be called on not less than 14clear days' notice.


Page 111 of 139

STARBUCKS CORPORATION

Security: 855244109

Ticker: SBUX

ISIN: US8552441094





Recommendation

Proposal Vote



Against AgainstMgmt1A. Election of Director: Howard Schultz

Against AgainstMgmt1B. Election of Director: Rosalind G. Brewer

Against AgainstMgmt1C. Election of Director: Mary N. Dillon

Against AgainstMgmt1D. Election of Director: Mellody Hobson

Against AgainstMgmt1E. Election of Director: Kevin R. Johnson

Against AgainstMgmt1F. Election of Director: Jorgen Vig Knudstorp

Against AgainstMgmt1G. Election of Director: Satya Nadella

Against AgainstMgmt1H. Election of Director: Joshua Cooper Ramo

Against AgainstMgmt1I. Election of Director: Clara Shih

Against AgainstMgmt1J. Election of Director: Javier G. Teruel

Against AgainstMgmt1K. Election of Director: Myron E. Ullman, III


Page 112 of 139



Recommendation

Against AgainstMgmt1L. Election of Director: Craig E. Weatherup

Against AgainstMgmt2. Advisory resolution to approve our executivecompensation.

For ForMgmt3. Ratification of selection of Deloitte & ToucheLLP as our independent registered publicaccounting firm for fiscal 2018.

For AgainstShr4. Proxy Access Bylaw Amendments.

For AgainstShr5. Report on Sustainable Packaging.

Abstain Shr6. "Proposal Withdrawn".

For AgainstShr7. Diversity Report.


Page 113 of 139

TARGET CORPORATION

Security: 87612E106

Ticker: TGT

ISIN: US87612E1064





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Roxanne S. Austin

For ForMgmt1b. Election of Director: Douglas M. Baker, Jr.

For ForMgmt1c. Election of Director: Brian C. Cornell

For ForMgmt1d. Election of Director: Calvin Darden

For ForMgmt1e. Election of Director: Henrique De Castro

For ForMgmt1f. Election of Director: Robert L. Edwards

For ForMgmt1g. Election of Director: Melanie L. Healey

For ForMgmt1h. Election of Director: Donald R. Knauss

For ForMgmt1i. Election of Director: Monica C. Lozano

For ForMgmt1j. Election of Director: Mary E. Minnick

For ForMgmt1k. Election of Director: Kenneth L. Salazar


Page 114 of 139



Recommendation

For ForMgmt1l. Election of Director: Dmitri L. Stockton

For ForMgmt2. Company proposal to ratify the appointmentof Ernst & Young LLP as our independentregistered public accounting firm.

Against AgainstMgmt3. Company proposal to approve, on anadvisory basis, our executive compensation("Say on Pay").

For AgainstShr4. Shareholder proposal to adopt a policy for anindependent chairman.


Page 115 of 139

THE BANK OF NEW YORK MELLON CORPORATION

Security: 064058100

Ticker: BK

ISIN: US0640581007





Recommendation

Proposal Vote



For ForMgmt1A. Election of Director: Steven D. Black

For ForMgmt1B. Election of Director: Linda Z. Cook

For ForMgmt1C. Election of Director: Joseph J. Echevarria

For ForMgmt1D. Election of Director: Edward P. Garden

For ForMgmt1E. Election of Director: Jeffrey A. Goldstein

For ForMgmt1F. Election of Director: John M. Hinshaw

For ForMgmt1G. Election of Director: Edmund F. Kelly

For ForMgmt1H. Election of Director: Jennifer B. Morgan

For ForMgmt1I. Election of Director: Mark A. Nordenberg

For ForMgmt1J. Election of Director: Elizabeth E. Robinson

For ForMgmt1K. Election of Director: Charles W. Scharf


Page 116 of 139



Recommendation

For ForMgmt1L. Election of Director: Samuel C. Scott III

Against AgainstMgmt2. Advisory resolution to approve the 2017compensation of our named executiveofficers.

For ForMgmt3. Ratification of KPMG LLP as our independentauditor for 2018.

For AgainstShr4. Stockholder proposal regarding writtenconsent.

For AgainstShr5. Stockholder proposal regarding a proxy votingreview report.


Page 117 of 139

THE HOME DEPOT, INC.

Security: 437076102

Ticker: HD

ISIN: US4370761029





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Director: Gerard J. Arpey

Against AgainstMgmt1b. Election of Director: Ari Bousbib

Against AgainstMgmt1c. Election of Director: Jeffery H. Boyd

Against AgainstMgmt1d. Election of Director: Gregory D. Brenneman

Against AgainstMgmt1e. Election of Director: J. Frank Brown

Against AgainstMgmt1f. Election of Director: Albert P. Carey

Against AgainstMgmt1g. Election of Director: Armando Codina

Against AgainstMgmt1h. Election of Director: Helena B. Foulkes

Against AgainstMgmt1i. Election of Director: Linda R. Gooden

Against AgainstMgmt1j. Election of Director: Wayne M. Hewett

Against AgainstMgmt1k. Election of Director: Stephanie C. Linnartz


Page 118 of 139



Recommendation

Against AgainstMgmt1l. Election of Director: Craig A. Menear

Against AgainstMgmt1m. Election of Director: Mark Vadon

For ForMgmt2. Ratification of the Appointment of KPMG LLP

Against AgainstMgmt3. Advisory Vote to Approve ExecutiveCompensation ("Say-on-Pay")

For AgainstShr4. Shareholder Proposal Regarding Semi-Annual Report on Political Contributions

For AgainstShr5. Shareholder Proposal Regarding EEO-1Disclosure

For AgainstShr6. Shareholder Proposal to Reduce theThreshold to Call Special ShareholderMeetings to 10% of Outstanding Shares

For AgainstShr7. Shareholder Proposal Regarding Amendmentof Compensation Clawback Policy


Page 119 of 139

THE MIDDLEBY CORPORATION

Security: 596278101

Ticker: MIDD

ISIN: US5962781010





Recommendation

Proposal Vote



1. DIRECTOR

1 Selim A. Bassoul Withheld AgainstMgmt

2 Sarah Palisi Chapin Withheld AgainstMgmt

3 Robert B. Lamb Withheld AgainstMgmt

4 Cathy L. McCarthy Withheld AgainstMgmt

5 John R. Miller III Withheld AgainstMgmt

6 Gordon O'Brien Withheld AgainstMgmt

7 Nassem Ziyad Withheld AgainstMgmt

For ForMgmt2. Ratification of the selection of Ernst & YoungLLP as the Company's independent publicaccountants for the current fiscal year endingDecember 29, 2018.

Against AgainstMgmt3. Approval, by an advisory vote, of the 2017compensation of the Company's namedexecutive officers, as disclosed pursuant tothe compensation disclosure rules of theSecurities and Exchange Commission("SEC").


Page 120 of 139



Recommendation

For AgainstShr4. Stockholder proposal regarding ESGreporting.


Page 121 of 139

THE PNC FINANCIAL SERVICES GROUP, INC.

Security: 693475105

Ticker: PNC

ISIN: US6934751057





Recommendation

Proposal Vote



Against AgainstMgmt1A. Election of Director: Charles E. Bunch

Against AgainstMgmt1B. Election of Director: Debra A. Cafaro

Against AgainstMgmt1C. Election of Director: Marjorie RodgersCheshire

Against AgainstMgmt1D. Election of Director: William S. Demchak

Against AgainstMgmt1E. Election of Director: Andrew T. Feldstein

Against AgainstMgmt1F. Election of Director: Daniel R. Hesse

Against AgainstMgmt1G. Election of Director: Richard B. Kelson

Against AgainstMgmt1H. Election of Director: Linda R. Medler

Against AgainstMgmt1I. Election of Director: Martin Pfinsgraff

Against AgainstMgmt1J. Election of Director: Donald J. Shepard


Page 122 of 139



Recommendation

Against AgainstMgmt1K. Election of Director: Michael J. Ward

Against AgainstMgmt1L. Election of Director: Gregory D. Wasson

For ForMgmt2. RATIFICATION OF THE AUDITCOMMITTEE'S SELECTION OFPRICEWATERHOUSECOOPERS LLP ASPNC'S INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM FOR 2018.

Against AgainstMgmt3. ADVISORY VOTE TO APPROVE NAMEDEXECUTIVE OFFICER COMPENSATION.


Page 123 of 139

THE TJX COMPANIES, INC.

Security: 872540109

Ticker: TJX

ISIN: US8725401090





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Zein Abdalla

For ForMgmt1b. Election of Director: Alan M. Bennett

For ForMgmt1c. Election of Director: David T. Ching

For ForMgmt1d. Election of Director: Ernie Herrman

For ForMgmt1e. Election of Director: Michael F. Hines

For ForMgmt1f. Election of Director: Amy B. Lane

For ForMgmt1g. Election of Director: Carol Meyrowitz

For ForMgmt1h. Election of Director: Jackwyn L. Nemerov

For ForMgmt1i. Election of Director: John F. O'Brien

For ForMgmt1j. Election of Director: Willow B. Shire


Page 124 of 139



Recommendation

For ForMgmt2. Ratification of appointment ofPricewaterhouseCoopers as TJX'sindependent registered public accounting firmfor fiscal 2019

Against AgainstMgmt3. Advisory approval of TJX's executivecompensation (the say-on- pay vote)

For AgainstShr4. Shareholder proposal for a report oncompensation disparities based on race,gender, or ethnicity

For AgainstShr5. Shareholder proposal for amending TJX'sclawback policy

For AgainstShr6. Shareholder proposal for a supply chainpolicy on prison labor


Page 125 of 139

UNILEVER N.V.

Security: 904784709

Ticker: UN

ISIN: US9047847093





Recommendation

Proposal Vote



For ForMgmt2. To adopt the Annual Accounts andappropriation of the profit for the 2017financial year

For ForMgmt3. To discharge the Executive Directors in officein the 2017 financial year for the fulfilment oftheir task

For ForMgmt4. To discharge the Non-Executive Directors inoffice in the 2017 financial year for thefulfilment of their task

Against AgainstMgmt5. To approve the Directors' RemunerationPolicy

For ForMgmt6. To reappoint Mr N S Andersen as a Non-Executive Director

For ForMgmt7. To reappoint Mrs L M Cha as a Non-ExecutiveDirector

For ForMgmt8. To reappoint Mr V Colao as a Non-ExecutiveDirector

For ForMgmt9. To reappoint Dr M Dekkers as a Non-Executive Director

For ForMgmt10. To reappoint Dr J Hartmann as a Non-Executive Director


Page 126 of 139



Recommendation

For ForMgmt11. To reappoint Ms M Ma as a Non-ExecutiveDirector

For ForMgmt12. To reappoint Mr S Masiyiwa as a Non-Executive Director

For ForMgmt13. To reappoint Professor Y Moon as a Non-Executive Director

For ForMgmt14. To reappoint Mr G Pitkethly as an ExecutiveDirector

For ForMgmt15. To reappoint Mr P G J M Polman as anExecutive Director

For ForMgmt16. To reappoint Mr J Rishton as a Non-ExecutiveDirector

For ForMgmt17. To reappoint Mr F Sijbesma as a Non-Executive Director

For ForMgmt18. To appoint Ms A Jung as a Non-ExecutiveDirector

For ForMgmt19. To appoint KPMG as the Auditor charged withthe auditing of the Annual Accounts for the2018 financial year

For ForMgmt20. To authorise the Board of Directors topurchase 6% and 7% cumulative preferenceshares and depository receipts thereof in theshare capital of the Company

For ForMgmt21. To authorise the Board of Directors topurchase ordinary shares and depositaryreceipts thereof in the share capital of theCompany


Page 127 of 139



Recommendation

For ForMgmt22. To reduce the capital with respect to the 6%and 7% cumulative preference shares anddepositary receipts thereof held by theCompany in its own share capital

For ForMgmt23. To reduce the capital with respect to ordinaryshares and depositary receipts thereof heldby the Company in its own share capital

For ForMgmt24. To designate the Board of Directors as thecompany body authorised to issue shares inthe share capital of the Company

For ForMgmt25. To designate the Board of Directors as thecompany body authorised to restrict orexclude the statutory pre-emption rights thataccrue to shareholders upon issue of sharesfor general corporate purposes

For ForMgmt26. To designate the Board of Directors as thecompany body authorised to restrict orexclude the statutory pre-emption rights thataccrue to shareholders upon issue of sharesfor acquisition purposes


Page 128 of 139

UNITED NATURAL FOODS, INC.

Security: 911163103

Ticker: UNFI

ISIN: US9111631035





Recommendation

Proposal Vote



Against AgainstMgmt1A. ELECTION OF DIRECTOR: ERIC F. ARTZ

Against AgainstMgmt1B. ELECTION OF DIRECTOR: ANN TORREBATES

Against AgainstMgmt1C. ELECTION OF DIRECTOR: DENISE M.CLARK

Against AgainstMgmt1D. ELECTION OF DIRECTOR: DAPHNE J.DUFRESNE

Against AgainstMgmt1E. ELECTION OF DIRECTOR: MICHAEL S.FUNK

Against AgainstMgmt1F. ELECTION OF DIRECTOR: JAMES P.HEFFERNAN

Against AgainstMgmt1G. ELECTION OF DIRECTOR: PETER A. ROY

Against AgainstMgmt1H. ELECTION OF DIRECTOR: STEVEN L.SPINNER

For ForMgmt2. RATIFICATION OF THE SELECTION OFKPMG LLP AS OUR INDEPENDENT ...(DUETO SPACE LIMITS, SEE PROXYSTATEMENT FOR FULL PROPOSAL).


Page 129 of 139



Recommendation

Against AgainstMgmt3. ADVISORY APPROVAL OF OUREXECUTIVE COMPENSATION

Against AgainstMgmt4. TO APPROVE THE AMENDMENT ANDRESTATEMENT OF THE UNITED NATURALFOODS, INC. AMENDED AND RESTATED2012 EQUITY INCENTIVE PLAN.

1 Year ForMgmt5. ADVISORY APPROVAL OF THEFREQUENCY OF ADVISORY APPROVALOF OUR EXECUTIVE COMPENSATION.

For AgainstShr6. STOCKHOLDER PROPOSAL REGARDINGSTOCKHOLDER APPROVAL OF CERTAINFUTURE SEVERANCE AGREEMENTS.

For AgainstShr7. STOCKHOLDER PROPOSAL REGARDINGA DECREASE TO THE OWNERSHIPTHRESHOLD FOR STOCKHOLDERS TOCALL A SPECIAL STOCKHOLDERMEETING


Page 130 of 139

VERIZON COMMUNICATIONS INC.

Security: 92343V104

Ticker: VZ

ISIN: US92343V1044





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Director: Shellye L. Archambeau

Against AgainstMgmt1b. Election of Director: Mark T. Bertolini

Against AgainstMgmt1c. Election of Director: Richard L. Carrion

Against AgainstMgmt1d. Election of Director: Melanie L. Healey

Against AgainstMgmt1e. Election of Director: M. Frances Keeth

Against AgainstMgmt1f. Election of Director: Lowell C. McAdam

Against AgainstMgmt1g. Election of Director: Clarence Otis, Jr.

Against AgainstMgmt1h. Election of Director: Rodney E. Slater

Against AgainstMgmt1i. Election of Director: Kathryn A. Tesija

Against AgainstMgmt1j. Election of Director: Gregory D. Wasson

Against AgainstMgmt1k. Election of Director: Gregory G. Weaver


Page 131 of 139



Recommendation

For ForMgmt2. Ratification of Appointment of IndependentRegistered Public Accounting Firm

Against AgainstShr3. Advisory Vote to Approve ExecutiveCompensation

For AgainstShr4. Special Shareowner Meetings

For AgainstShr5. Lobbying Activities Report

For AgainstShr6. Independent Chair

For AgainstShr7. Report on Cyber Security and Data Privacy

For AgainstShr8. Executive Compensation Clawback Policy

For AgainstShr9. Nonqualified Savings Plan Earnings


Page 132 of 139

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP

Security: 929740108

Ticker: WAB

ISIN: US9297401088





Recommendation

Proposal Vote



1. DIRECTOR

1 Erwan Faiveley Withheld AgainstMgmt

2 Linda S. Harty For ForMgmt

3 Brian P. Hehir Withheld AgainstMgmt

4 Michael W.D. Howell Withheld AgainstMgmt

Against AgainstMgmt2. Approve an advisory (non-binding) resolutionrelating to the approval of 2017 namedexecutive officer compensation

For ForMgmt3. Ratify the appointment of Ernst & Young LLPas our independent registered publicaccounting firm for the 2018 fiscal year


Page 133 of 139

WHOLE FOODS MARKET, INC.

Security: 966837106

Ticker: WFM

ISIN: US9668371068


23-Aug-17Meeting Date:



Recommendation

Proposal Vote



For ForMgmt1. PROPOSAL TO APPROVE THEAGREEMENT AND PLAN OF MERGER(THE "MERGER AGREEMENT"), DATED ASOF JUNE 15, 2017, BY AND AMONGAMAZON.COM, INC., WALNUT MERGERSUB, INC. ("MERGER SUB") AND WHOLEFOODS MARKET, INC. (THE "COMPANY"),PURSUANT TO WHICH MERGER SUB WILLMERGE WITH AND INTO THE COMPANY(THE "MERGER"), WITH THE COMPANYSURVIVING THE MERGER.

For ForMgmt2. PROPOSAL TO APPROVE, ON ANADVISORY (NON-BINDING) BASIS,CERTAIN COMPENSATION THAT MAY BEPAID OR BECOME PAYABLE TO THECOMPANY'S NAMED EXECUTIVEOFFICERS IN CONNECTION WITH THEMERGER.

For ForMgmt3. PROPOSAL TO APPROVE AN AMENDMENTTO THE COMPANY'S AMENDED ANDRESTATED ARTICLES OFINCORPORATION TO SET THE NUMBEROF AUTHORIZED SHARES OF THECOMPANY'S COMMON STOCK AT 600MILLION.

For ForMgmt4. PROPOSAL TO APPROVE THEADJOURNMENT OF THE SPECIALMEETING, IF NECESSARY ORAPPROPRIATE, INCLUDING TO SOLICITADDITIONAL PROXIES IF THERE AREINSUFFICIENT VOTES AT THE TIME OFTHE SPECIAL MEETING TO APPROVE THEPROPOSAL TO APPROVE THE MERGERAGREEMENT OR IN THE ABSENCE OF AQUORUM.


Page 134 of 139

XILINX, INC.

Security: 983919101

Ticker: XLNX

ISIN: US9839191015


09-Aug-17Meeting Date:



Recommendation

Proposal Vote



Against AgainstMgmt1.1 ELECTION OF DIRECTOR: DENNISSEGERS

Against AgainstMgmt1.2 ELECTION OF DIRECTOR: MOSHE N.GAVRIELOV

Against AgainstMgmt1.3 ELECTION OF DIRECTOR: SAAR GILLAI

Against AgainstMgmt1.4 ELECTION OF DIRECTOR: RONALD S.JANKOV

Against AgainstMgmt1.5 ELECTION OF DIRECTOR: THOMAS H. LEE

Against AgainstMgmt1.6 ELECTION OF DIRECTOR: J. MICHAELPATTERSON

Against AgainstMgmt1.7 ELECTION OF DIRECTOR: ALBERT A.PIMENTEL

Against AgainstMgmt1.8 ELECTION OF DIRECTOR: MARSHALL C.TURNER

Against AgainstMgmt1.9 ELECTION OF DIRECTOR: ELIZABETH W.VANDERSLICE


Page 135 of 139



Recommendation

For ForMgmt2. PROPOSAL TO APPROVE AN AMENDMENTTO THE COMPANY'S 1990 EMPLOYEE...(DUE TO SPACE LIMITS, SEE PROXYSTATEMENT FOR FULL PROPOSAL)

Against AgainstMgmt3. PROPOSAL TO APPROVE AN AMENDMENTTO THE COMPANY'S 2007 EQUITY ...(DUETO SPACE LIMITS, SEE PROXYSTATEMENT FOR FULL PROPOSAL)

1 Year ForMgmt4. PROPOSAL TO RECOMMEND, ON ANADVISORY BASIS, THE FREQUENCY OFTHE ADVISORY VOTE ON EXECUTIVECOMPENSATION.

Against AgainstMgmt5. PROPOSAL TO APPROVE, ON ANADVISORY BASIS, THE COMPENSATIONOF THE COMPANY'S NAMED EXECUTIVEOFFICERS.

For ForMgmt6. PROPOSAL TO RATIFY THEAPPOINTMENT OF ERNST & YOUNG LLPAS THE COMPANY'S EXTERNALAUDITORS FOR FISCAL YEAR 2018.


Page 136 of 139

XYLEM INC.

Security: 98419M100

Ticker: XYL

ISIN: US98419M1009





Recommendation

Proposal Vote



For ForMgmt1a. Election of Director: Jeanne Beliveau-Dunn

For ForMgmt1b. Election of Director: Curtis J. Crawford, Ph.D.

For ForMgmt1c. Election of Director: Patrick K. Decker

For ForMgmt1d. Election of Director: Robert F. Friel

For ForMgmt1e. Election of Director: Victoria D. Harker

For ForMgmt1f. Election of Director: Sten E. Jakobsson

For ForMgmt1g. Election of Director: Steven R. Loranger

For ForMgmt1h. Election of Director: Surya N. Mohapatra,Ph.D.

For ForMgmt1i. Election of Director: Jerome A. Peribere

For ForMgmt1j. Election of Director: Markos I. Tambakeras


Page 137 of 139



Recommendation

For ForMgmt2. Ratification of the appointment of Deloitte &Touche LLP as our Independent RegisteredPublic Accounting Firm for 2018.


1 Year ForMgmt4. Advisory vote on the frequency of futureadvisory votes to approve named executivecompensation.

For AgainstShr5. Shareholder proposal to lower threshold forshareholders to call special meetings from25% to 10% of Company stock, if properlypresented at the meeting.


Page 138 of 139

ZIMMER BIOMET HOLDINGS, INC.

Security: 98956P102

Ticker: ZBH

ISIN: US98956P1021





Recommendation

Proposal Vote



Against AgainstMgmt1a. Election of Director: Christopher B. Begley

Against AgainstMgmt1b. Election of Director: Betsy J. Bernard

Against AgainstMgmt1c. Election of Director: Gail K. Boudreaux

Against AgainstMgmt1d. Election of Director: Michael J. Farrell

Against AgainstMgmt1e. Election of Director: Larry C. Glasscock

Against AgainstMgmt1f. Election of Director: Robert A. Hagemann

Against AgainstMgmt1g. Election of Director: Bryan C. Hanson

Against AgainstMgmt1h. Election of Director: Arthur J. Higgins

Against AgainstMgmt1i. Election of Director: Michael W. Michelson

For ForMgmt2. Ratify the appointment ofPricewaterhouseCoopers LLP as ourindependent registered public accounting firmfor 2018


Page 139 of 139



Recommendation

Against AgainstMgmt3. Advisory vote to approve named executiveofficer compensation (Say on Pay)

Documents

Investment Company Report AYI Meeting Type: Proposal Vote ...€¦ · Investment Company Report Meeting Date Range: 01-Jul-2017 - 30-Jun-2018 Report Date: 19-Sep-2018 Page 1 of 139