N-PX 1 BRDT89_0001208133_2018.txt BRDT89_0001208133_2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY INVESTMENT COMPANY ACT FILE NUMBER: 811-21279 NAME OF REGISTRANT: The Merger Fund VL ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: Westchester Capital Management, LLC 100 Summit Lake Drive Valhalla, NY 10595 NAME AND ADDRESS OF AGENT FOR SERVICE: Bruce Rubin The Merger Fund VL 100 Summit Lake Drive Valhalla, NY 10595 REGISTRANT'S TELEPHONE NUMBER: 914-741-5600 DATE OF FISCAL YEAR END: 12/31 DATE OF REPORTING PERIOD: 07/01/2017 - 06/30/2018 THE MERGER FUND VL -------------------------------------------------------------------------------------------------------------------------- AETNA INC. Agenda Number: 934728227 -------------------------------------------------------------------------------------------------------------------------- Security: 00817Y108 Meeting Type: Special Meeting Date: 13-Mar-2018 Ticker: AET ISIN: US00817Y1082 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve and adopt the Agreement and Plan Mgmt For For of Merger, dated as of December 3, 2017, as it may be amended from time to time, among CVS Health Corporation, Hudson Merger Sub Corp. and Aetna Inc. (the "merger agreement"). 2. To approve the adjournment from time to Mgmt For For time of the Special Meeting of Shareholders of Aetna Inc. if necessary to solicit additional proxies if there are not sufficient votes to approve and adopt the merger agreement at the time of the Special Meeting of Shareholders of Aetna Inc. or any adjournment or postponement thereof. 3. To approve, on an advisory (non-binding) Mgmt For For basis, the compensation that will or may be paid or provided by Aetna Inc. to its named executive officers in connection with the merger of Hudson Merger Sub Corp. with and into Aetna Inc. -------------------------------------------------------------------------------------------------------------------------- AETNA INC. Agenda Number: 934766924 -------------------------------------------------------------------------------------------------------------------------- Security: 00817Y108 Meeting Type: Annual Meeting Date: 18-May-2018 Ticker: AET ISIN: US00817Y1082 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Fernando Aguirre Mgmt For For 1b. Election of Director: Mark T. Bertolini Mgmt For For 1c. Election of Director: Frank M. Clark Mgmt For For 1d. Election of Director: Molly J. Coye, M.D. Mgmt For For 1e. Election of Director: Roger N. Farah Mgmt For For 1f. Election of Director: Jeffrey E. Garten Mgmt For For 1g. Election of Director: Ellen M. Hancock Mgmt For For 1h. Election of Director: Richard J. Harrington Mgmt For For 1i. Election of Director: Edward J. Ludwig Mgmt For For 1j. Election of Director: Olympia J. Snowe Mgmt For For 2. Company Proposal - Approval of the Mgmt For For Appointment of the Independent Registered Public Accounting Firm for 2018 3. Company Proposal - Approval of the Mgmt For For Company's Executive Compensation on a Non-Binding Advisory Basis 4A. Shareholder Proposal - Annual Report on Shr Against For Direct and Indirect Lobbying 4B. Shareholder Proposal - Special Shareholder Shr For Against Meeting Vote Threshold -------------------------------------------------------------------------------------------------------------------------- ALERE INC. Agenda Number: 934647821 -------------------------------------------------------------------------------------------------------------------------- Security: 01449J105 Meeting Type: Special Meeting Date: 07-Jul-2017 Ticker: ALR ISIN: US01449J1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For DATED AS OF JANUARY 30, 2016 (THE "ORIGINAL MERGER AGREEMENT"), AS AMENDED BY THE AMENDMENT TO AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 13, 2017 (THE "MERGER AGREEMENT AMENDMENT") BY AND AMONG ABBOTT LABORATORIES, AN ILLINOIS CORPORATION, ALERE INC., A ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 2. TO APPROVE, BY NON-BINDING ADVISORY VOTE, Mgmt For For THE COMPENSATION THAT MAY BE PAID OR MAY BECOME PAYABLE TO ALERE INC.S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH, OR FOLLOWING, THE CONSUMMATION OF THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3. TO APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt For For MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF TO ADOPT THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- ALLIANCE HOLDINGS GP, L.P. Agenda Number: 934816262 -------------------------------------------------------------------------------------------------------------------------- Security: 01861G100 Meeting Type: Consent Meeting Date: 29-May-2018 Ticker: AHGP ISIN: US01861G1004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Adoption of the Simplification Agreement, Mgmt For For dated as of February 22, 2018, by and among AHGP, AGP, certain subsidiaries of AHGP and AGP, Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, and Alliance Resource GP, LLC (the "Simplification Agreement"), and thereby approval and adoption of the transactions contemplated by the Simplification Agreement, including the merger of Wildcat GP Merger Sub, LLC, a wholly owned subsidiary of AGP, with and into AHGP with AHGP continuing as the surviving entity. -------------------------------------------------------------------------------------------------------------------------- ALMOST FAMILY, INC. Agenda Number: 934729976 -------------------------------------------------------------------------------------------------------------------------- Security: 020409108 Meeting Type: Special Meeting Date: 29-Mar-2018 Ticker: AFAM ISIN: US0204091088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To adopt the Agreement and Plan of Merger, Mgmt For For dated as of November 15, 2017 (the "merger agreement"), by and among LHC, Inc. ("LHC"), Almost Family and Hammer Merger Sub, Inc., a wholly owned subsidiary of LHC. 2. To approve, on a non-binding advisory Mgmt For For basis, specific compensatory arrangements relating to the merger between Almost Family and its named executive officers. 3. To approve any motion to adjourn the Almost Mgmt For For Family special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement. -------------------------------------------------------------------------------------------------------------------------- ALTA MESA RESOURCES, INC. Agenda Number: 934830616 -------------------------------------------------------------------------------------------------------------------------- Security: 02133L109 Meeting Type: Annual Meeting Date: 18-Jun-2018 Ticker: AMR ISIN: US02133L1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Sylvia J. Kerrigan Mgmt For For Donald R. Sinclair Mgmt For For -------------------------------------------------------------------------------------------------------------------------- ALTABA INC. Agenda Number: 934677874 -------------------------------------------------------------------------------------------------------------------------- Security: 021346101 Meeting Type: Annual Meeting Date: 24-Oct-2017 Ticker: AABA ISIN: US0213461017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: TOR R. BRAHAM Mgmt Split 99% For 1% Against Split 1.2 ELECTION OF DIRECTOR: ERIC K. BRANDT Mgmt Split 98% For 2% Against Split 1.3 ELECTION OF DIRECTOR: CATHERINE J. FRIEDMAN Mgmt Split 99% For 1% Against Split 1.4 ELECTION OF DIRECTOR: RICHARD L. KAUFFMAN Mgmt Split 99% For 1% Against Split 1.5 ELECTION OF DIRECTOR: THOMAS J. MCINERNEY Mgmt Split 83% For 17% Against Split 2. TO APPROVE A NEW INVESTMENT ADVISORY Mgmt For For AGREEMENT BETWEEN THE FUND AND BLACKROCK ADVISORS LLC. 3. TO APPROVE A NEW INVESTMENT ADVISORY Mgmt For For AGREEMENT BETWEEN THE FUND AND MORGAN STANLEY SMITH BARNEY LLC. 4. TO RATIFY THE SELECTION OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE FUND'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 5. TO APPROVE A LONG-TERM DEFERRED Mgmt Split 89% For 11% Against Split COMPENSATION INCENTIVE PLAN FOR THE FUND'S MANAGEMENT AND DIRECTORS. 6. TO VOTE UPON A STOCKHOLDER PROPOSAL Shr Split 39% For 61% Against Split REGARDING STOCKHOLDER ACTION BY WRITTEN CONSENT. 7. TO VOTE UPON A STOCKHOLDER PROPOSAL Shr Split 1% For 98% Against 1% AbstainSplit REGARDING THE YAHOO HUMAN RIGHTS FUND. -------------------------------------------------------------------------------------------------------------------------- AVISTA HEALTHCARE PUBLIC ACQ. CORP. Agenda Number: 934839474 -------------------------------------------------------------------------------------------------------------------------- Security: G0726L125 Meeting Type: Annual Meeting Date: 28-Jun-2018 Ticker: AHPA ISIN: KYG0726L1251 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2. Ratify the selection of Marcum LLP as the Mgmt For For independent auditors of the Company for 2018. -------------------------------------------------------------------------------------------------------------------------- C. R. BARD, INC. Agenda Number: 934656363 -------------------------------------------------------------------------------------------------------------------------- Security: 067383109 Meeting Type: Special Meeting Date: 08-Aug-2017 Ticker: BCR ISIN: US0673831097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE THE AGREEMENT AND PLAN OF Mgmt For For MERGER, DATED AS OF APRIL 23, 2017, AS IT MAY BE AMENDED FROM TIME TO TIME (THE "MERGER AGREEMENT"), BY AND AMONG C. R. BARD, INC., A NEW JERSEY CORPORATION (THE "COMPANY"), BECTON, DICKINSON AND COMPANY, A NEW JERSEY CORPORATION, AND LAMBDA CORP., A NEW JERSEY CORPORATION AND WHOLLY OWNED SUBSIDIARY OF BECTON, DICKINSON AND COMPANY. 2. TO APPROVE BY ADVISORY (NON-BINDING) VOTE, Mgmt For For CERTAIN COMPENSATION ARRANGEMENTS FOR THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3. TO APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt For For MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- CALATLANTIC GROUP, INC. Agenda Number: 934718694 -------------------------------------------------------------------------------------------------------------------------- Security: 128195104 Meeting Type: Special Meeting Date: 12-Feb-2018 Ticker: CAA ISIN: US1281951046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To adopt the Agreement and Plan of Merger, Mgmt For For dated as of October 29, 2017, by and among CalAtlantic Group, Inc. ("CalAtlantic"), Lennar Corporation, a Delaware corporation ("Lennar"), and Cheetah Cub Group Corp., a newly formed Delaware corporation and a wholly-owned subsidiary of Lennar ("Merger Sub"). 2. To approve, on an advisory (non-binding) Mgmt For For basis, specified compensatory arrangements between CalAtlantic and its named executive officers relating to the proposed merger of CalAtlantic with and into Merger Sub. 3. To approve one or more proposals to adjourn Mgmt For For the CalAtlantic special meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals. -------------------------------------------------------------------------------------------------------------------------- CALPINE CORPORATION Agenda Number: 934704873 -------------------------------------------------------------------------------------------------------------------------- Security: 131347304 Meeting Type: Special Meeting Date: 15-Dec-2017 Ticker: CPN ISIN: US1313473043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For DATED AS OF AUGUST 17, 2017, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG CALPINE CORPORATION, VOLT PARENT, LP AND VOLT MERGER SUB, INC. 2 TO APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt For For MEETING, IF NECESSARY OR ADVISABLE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE AGREEMENT AND PLAN OF MERGER. 3 TO APPROVE, ON AN ADVISORY (NON-BINDING) Mgmt For For BASIS, THE "GOLDEN PARACHUTE" COMPENSATION THAT MAY BE PAYABLE TO CALPINE CORPORATION'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CONSUMMATION OF THE MERGER. -------------------------------------------------------------------------------------------------------------------------- CARE CAPITAL PROPERTIES, INC. Agenda Number: 934658785 -------------------------------------------------------------------------------------------------------------------------- Security: 141624106 Meeting Type: Special Meeting Date: 15-Aug-2017 Ticker: CCP ISIN: US1416241065 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt Against Against DATED AS OF MAY 7, 2017 (AS AMENDED FROM TIME TO TIME, THE "MERGER AGREEMENT"), BY AND AMONG CARE CAPITAL PROPERTIES, INC. ("CCP"), SABRA HEALTH CARE REIT, INC., PR SUB, LLC ("MERGER SUB"), CARE CAPITAL PROPERTIES, LP AND SABRA HEALTH CARE LIMITED PARTNERSHIP AND APPROVE THE MERGER OF CCP WITH AND INTO MERGER SUB AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT. 2. TO APPROVE, BY A NON-BINDING ADVISORY VOTE, Mgmt For For THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO CCP'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER, AS DISCUSSED IN THE JOINT PROXY STATEMENT/PROSPECTUS UNDER THE HEADING "THE MERGER-INTERESTS OF CCP DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER," INCLUDING THE TABLE ENTITLED "GOLDEN PARACHUTE COMPENSATION" AND ACCOMPANYING FOOTNOTES. 3. TO APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt Against Against MEETING FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE SUCH PROPOSAL. -------------------------------------------------------------------------------------------------------------------------- CAVIUM, INC. Agenda Number: 934727100 -------------------------------------------------------------------------------------------------------------------------- Security: 14964U108 Meeting Type: Special Meeting Date: 16-Mar-2018 Ticker: CAVM ISIN: US14964U1088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The adoption of the Agreement and Plan of Mgmt For For Merger (the Merger Agreement), by and among Marvell Technology Group Ltd., Kauai Acquisition Corp. (Merger Sub) and Cavium, the merger of Merger Sub with and into Cavium (the Merger) and the other transactions contemplated by Merger Agreement (the Merger Proposal). 2. To approve adjournments of the Cavium Mgmt For For special meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the Cavium special meeting to approve the Merger Proposal. 3. To approve, by non-binding, advisory vote, Mgmt For For compensation that will or may be paid or become payable by Cavium to its named executive officers in connection with the Merger -------------------------------------------------------------------------------------------------------------------------- CENTURYLINK, INC. Agenda Number: 934787803 -------------------------------------------------------------------------------------------------------------------------- Security: 156700106 Meeting Type: Annual Meeting Date: 23-May-2018 Ticker: CTL ISIN: US1567001060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Martha H. Bejar Mgmt For For Virginia Boulet Mgmt For For Peter C. Brown Mgmt For For Kevin P. Chilton Mgmt For For Steven T. Clontz Mgmt For For T. Michael Glenn Mgmt For For W. Bruce Hanks Mgmt For For Mary L. Landrieu Mgmt For For Harvey P. Perry Mgmt For For Glen F. Post, III Mgmt For For Michael J. Roberts Mgmt For For Laurie A. Siegel Mgmt For For Jeffrey K. Storey Mgmt For For 2. Ratify the appointment of KPMG LLP as our Mgmt For For independent auditor for 2018. 3. Approve our 2018 Equity Incentive Plan. Mgmt For For 4. Advisory vote to approve our executive Mgmt For For compensation. 5a. Shareholder proposal regarding our lobbying Shr Against For activities. 5b. Shareholder proposal regarding our billing Shr Against For practices. -------------------------------------------------------------------------------------------------------------------------- DIGITALGLOBE, INC. Agenda Number: 934653773 -------------------------------------------------------------------------------------------------------------------------- Security: 25389M877 Meeting Type: Special Meeting Date: 27-Jul-2017 Ticker: DGI ISIN: US25389M8771 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Mgmt For For MERGER DATED AS OF FEBRUARY 24, 2017, BY AND AMONG DIGITALGLOBE, INC., MACDONALD, DETTWILER AND ASSOCIATES LTD., SSL MDA HOLDINGS, INC., AND MERLIN MERGER SUB, INC. 2. APPROVE, ON AN ADVISORY (NON-BINDING) Mgmt For For BASIS, CERTAIN SPECIFIED COMPENSATION THAT WILL OR MAY BE PAID BY DIGITALGLOBE, INC. TO ITS NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. 3. APPROVE ADJOURNMENT OF THE SPECIAL MEETING, Mgmt For For IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE AND ADOPT THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- DOWDUPONT INC. Agenda Number: 934741655 -------------------------------------------------------------------------------------------------------------------------- Security: 26078J100 Meeting Type: Annual Meeting Date: 25-Apr-2018 Ticker: DWDP ISIN: US26078J1007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lamberto Andreotti Mgmt For For 1b. Election of Director: James A. Bell Mgmt For For 1c. Election of Director: Edward D. Breen Mgmt For For 1d. Election of Director: Robert A. Brown Mgmt For For 1e. Election of Director: Alexander M. Cutler Mgmt For For 1f. Election of Director: Jeff M. Fettig Mgmt For For 1g. Election of Director: Marillyn A. Hewson Mgmt For For 1h. Election of Director: Lois D. Juliber Mgmt For For 1i. Election of Director: Andrew N. Liveris Mgmt For For 1j. Election of Director: Raymond J. Milchovich Mgmt For For 1k. Election of Director: Paul Polman Mgmt For For 1l. Election of Director: Dennis H. Reilley Mgmt For For 1m. Election of Director: James M. Ringler Mgmt For For 1n. Election of Director: Ruth G. Shaw Mgmt For For 1o. Election of Director: Lee M. Thomas Mgmt For For 1p. Election of Director: Patrick J. Ward Mgmt For For 2. Advisory Resolution to Approve Executive Mgmt For For Compensation 3. Advisory Resolution on the Frequency of Mgmt 1 Year For Future Advisory Votes to Approve Executive Compensation 4. Ratification of the Appointment of the Mgmt For For Independent Registered Public Accounting Firm 5. Elimination of Supermajority Voting Shr For Against Thresholds 6. Preparation of an Executive Compensation Shr Against For Report 7. Preparation of a Report on Sustainability Shr Against For Metrics in Performance-based Pay 8. Preparation of a Report on Investment in Shr Against For India 9. Modification of Threshold for Calling Shr For Against Special Stockholder Meetings -------------------------------------------------------------------------------------------------------------------------- DR PEPPER SNAPPLE GROUP, INC. Agenda Number: 934842229 -------------------------------------------------------------------------------------------------------------------------- Security: 26138E109 Meeting Type: Annual Meeting Date: 29-Jun-2018 Ticker: DPS ISIN: US26138E1091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approve the issuance of the Company's Mgmt For For common stock as merger consideration pursuant to the terms of the merger agreement, as disclosed in the proxy statement. 2. To amend the certificate of incorporation Mgmt For For of the Company, as disclosed in the proxy statement. 3. To approve an advisory resolution regarding Mgmt For For the compensation that may become payable to the Company's Named Executive Officers in connection with the merger, as disclosed in the proxy statement. 4. To adjourn the annual meeting, if Mgmt For For necessary, if a quorum is present, to solicit additional proxies in the event there are not sufficient votes at the time of the annual meeting to approve proposals 1 and 2. 5a. Election of Director: David E. Alexander Mgmt For For 5b. Election of Director: Antonio Carrillo Mgmt For For 5c. Election of Director: Jose M. Gutierrez Mgmt For For 5d. Election of Director: Pamela H. Patsley Mgmt For For 5e. Election of Director: Ronald G. Rogers Mgmt For For 5f. Election of Director: Wayne R. Sanders Mgmt For For 5g. Election of Director: Dunia A. Shive Mgmt For For 5h. Election of Director: M. Anne Szostak Mgmt For For 5i. Election of Director: Larry D. Young Mgmt For For 6. To ratify appointment of Deloitte & Touche Mgmt For For LLP as our independent registered public accounting firm for 2018. 7. To approve an advisory resolution regarding Mgmt For For the compensation of our Named Executive Officers, as disclosed in the proxy statement. 8. A stockholder proposal requesting that the Shr Against For board of directors issue a report on company-wide efforts to address the risks related to obesity, including aggressive quantitative metrics around the reduction of sugars in its products and development of healthier product offerings. -------------------------------------------------------------------------------------------------------------------------- DUPONT FABROS TECHNOLOGY, INC. Agenda Number: 934670630 -------------------------------------------------------------------------------------------------------------------------- Security: 26613Q106 Meeting Type: Special Meeting Date: 13-Sep-2017 Ticker: DFT ISIN: US26613Q1067 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE THE BUSINESS COMBINATION IN Mgmt For For WHICH DUPONT FABROS TECHNOLOGY, INC. MERGES WITH AND INTO PENGUINS REIT SUB, LLC, A WHOLLY OWNED SUBSIDIARY OF DIGITAL REALTY TRUST, INC., WITH PENGUINS REIT MERGER SUB, LLC SURVIVING THE MERGER, IN CONNECTION WITH THE AGREEMENT AND PLAN OF MERGER, DATED AS OF ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 2. TO APPROVE A NON-BINDING ADVISORY PROPOSAL Mgmt For For TO APPROVE CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO CERTAIN EXECUTIVE OFFICERS OF DUPONT FABROS TECHNOLOGY, INC. IN CONNECTION WITH THE MERGER AGREEMENT AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY. 3. TO APPROVE ONE OR MORE ADJOURNMENTS OF THE Mgmt For For SPECIAL MEETING TO ANOTHER DATE, TIME OR PLACE, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSALS TO APPROVE THE BUSINESS COMBINATION IN WHICH DUPONT FABROS TECHNOLOGY, INC. MERGES WITH AND INTO PENGUINS REIT SUB, LLC, ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). -------------------------------------------------------------------------------------------------------------------------- DYNEGY INC. Agenda Number: 934724128 -------------------------------------------------------------------------------------------------------------------------- Security: 26817R108 Meeting Type: Special Meeting Date: 02-Mar-2018 Ticker: DYN ISIN: US26817R1086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Adopt the Agreement of Plan and Merger, Mgmt For For dated as of October 29, 2017 (the "Merger Agreement"), by and between Vistra Energy Corp. ("Vistra Energy") and Dynegy Inc. ("Dynegy"), as it may be amended from time to time, pursuant to which, among other things, Dynegy will merge with and into Vistra Energy (the "Merger"), with Vistra Energy continuing as the surviving corporation (the "Merger Proposal"). 2. Approve a non-binding advisory vote on Mgmt For For compensation payable to executive officers of Dynegy in connection with the Merger. 3. Approve the adjournment of the Dynegy Mgmt For For special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Merger Proposal. -------------------------------------------------------------------------------------------------------------------------- ELECTRUM SPECIAL ACQUISITION CORPORATION Agenda Number: 934720865 -------------------------------------------------------------------------------------------------------------------------- Security: G3105C104 Meeting Type: Annual Meeting Date: 02-Feb-2018 Ticker: ELEC ISIN: VGG3105C1041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Extension Amendment: Amend Electrum's Mgmt For For Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate a business combination (the "Extension") for an additional four months, from February 5, 2018 to June 5, 2018, and permit holders of public shares to redeem their shares for their pro rata portion of the trust account. 2. The Trust Amendment: Amend the trust Mgmt For For agreement to extend the date that the trustee will liquidate and distribute all funds held in the trust account an additional four months, from February 5, 2018 to June 5, 2018, and permit the trustee to release funds from the trust account in consideration of redeemed public shares in connection with the Extension. 3. DIRECTOR David W. Peat Mgmt For For Thomas A. Ronzetti III Mgmt For For 4. Ratification of Selection of Independent Mgmt For For Registered Public Accounting Firm. To ratify the selection by our Audit Committee of WithumSmith+Brown, PC to serve as the Company's independent registered public accounting firm for the fiscal years ending November 30, 2017 and 2018. 4a. Regardless of whether you vote "FOR" or Mgmt Take No Action "AGAINST" proposals 1, 2, 3 & 4 or "ABSTAIN," if you hold ordinary shares issued in the Company's initial public offering, or public shares, you may exercise your redemption rights with respect to all or a portion of your public shares by marking the "For" box. If you exercise your redemption rights, then you will be exchanging the indicated number of your public shares for cash and will no longer own such shares. -------------------------------------------------------------------------------------------------------------------------- FELCOR LODGING TRUST INCORPORATED Agenda Number: 934661629 -------------------------------------------------------------------------------------------------------------------------- Security: 31430F101 Meeting Type: Special Meeting Date: 15-Aug-2017 Ticker: FCH ISIN: US31430F1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO CONSIDER AND VOTE ON A PROPOSAL (THE Mgmt For For "REIT MERGER PROPOSAL") TO APPROVE THE MERGER OF FELCOR LODGING TRUST INCORPORATED ("FELCOR") WITH AND INTO AN AFFILIATE OF RLJ LODGING TRUST (THE "MERGER") PURSUANT TO THAT CERTAIN AGREEMENT AND PLAN OF MERGER ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 2. TO CONSIDER AND VOTE ON A NON-BINDING Mgmt For For ADVISORY PROPOSAL TO APPROVE COMPENSATION ARRANGEMENTS FOR CERTAIN FELCOR EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER (THE "FELCOR COMPENSATION PROPOSAL"). 3. TO CONSIDER AND VOTE ON A PROPOSAL TO Mgmt For For APPROVE THE ADJOURNMENT OF THE FELCOR SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, FOR THE PURPOSE OF SOLICITING ADDITIONAL VOTES FOR THE APPROVAL OF THE REIT MERGER PROPOSAL (THE "FELCOR ADJOURNMENT PROPOSAL"). -------------------------------------------------------------------------------------------------------------------------- FORTRESS INVESTMENT GROUP LLC Agenda Number: 934649457 -------------------------------------------------------------------------------------------------------------------------- Security: 34958B106 Meeting Type: Special Meeting Date: 12-Jul-2017 Ticker: FIG ISIN: US34958B1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. THE PROPOSAL TO ADOPT THE MERGER AGREEMENT, Mgmt For For THEREBY APPROVING THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND THE MERGER. 2. THE PROPOSAL TO APPROVE ANY POSTPONEMENTS Mgmt For For OF THE SPECIAL MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IF THERE ARE HOLDERS OF AN INSUFFICIENT NUMBER OF CLASS A SHARES AND CLASS B SHARES PRESENT OR REPRESENTED BY PROXY AT THE SPECIAL MEETING TO CONSTITUTE A QUORUM AT THE SPECIAL MEETING. 3. THE PROPOSAL TO APPROVE, BY NON-BINDING, Mgmt For For ADVISORY VOTE, CERTAIN COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. -------------------------------------------------------------------------------------------------------------------------- FORUM MERGER CORPORATION Agenda Number: 934726362 -------------------------------------------------------------------------------------------------------------------------- Security: 34985B103 Meeting Type: Special Meeting Date: 20-Feb-2018 Ticker: FMCI ISIN: US34985B1035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Pre-Merger Charter Amendment Proposal-to Mgmt For For approve and adopt, an amendment of Forum's amended and restated certificate of incorporation (the "Charter") to increase the number of authorized shares of Class A Common Stock from 40,000,000 to 200,000,000 shares for the purpose of carrying out the Business Combination (as defined below). 2. To adopt and approve, the merger agreement Mgmt For For (the "Merger Agreement"), dated November 30, 2017, by and among Forum, FMC Merger Subsidiary Corp., (the "Merger Sub I"), FMC Merger SUBSIDIARY LLC, (THE "MERGER SUB II"), ON THE ONE HAND, AND C1 INVESTMENT COP., ("C1") AND CLEARLAKE CAPITAL MANAGEMENT III, L.P. ("CLEARLAKE"), IN THE CAPACITY AS THE SELLER REPRESENTATIVE, ON THE OTHER HAND, AND APPROVE THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER OF MERGER SUB I WITH AND INTO C1 (THE "BUSINESS COMBINATION"). 3. TO APPROVE THE SPONSOR EARNOUT LETTER AND Mgmt For For AMENDMENT TO ESCROW AGREEMENT, DATED NOVEMBER 30, 2017, WHICH AMENDS THE ESCROW AGREEMENT DATED APRIL 6, 2017, BY AND AMONG FORUM INVESTORS I, LLC, Forum's sponsor (the "Sponsor"), Forum and Continental Stock Transfer & Trust Company, to release 4,312,500 shares of Class F Common Stock of Forum ("Founders Shares") purchased by the Sponsor prior to Forum's IPO from escrow. 4. Nasdaq Proposal-to approve, for purposes of Mgmt For For complying with applicable listing rules of The Nasdaq Stock Market Listing Rule 5635(d), the issuance of 17,959,375 shares of Class A Common Stock, par value $0.0001 per share, of Forum pursuant to the subscription agreements, dated November 30, 2017 by and among Forum and the investors named therein, in connection with the closing of the Business Combination. 5. Post-Merger Charter Amendment Proposal-to Mgmt For For approve and adopt, subject to and conditional on (but with immediate effect therefrom), the approval of the Business Combination Proposal, the Nasdaq Proposal and the Incentive Plan Proposal and the consummation of the Business Combination, the following amendments and restatements of Forum's amended and restated certificate of incorporation. 5A. To divide the Combined Entity's board of Mgmt For For directors into three classes with staggered three-year terms. 5B. To provide that any amendment to provisions Mgmt For For of proposed Charter will require approval of the holders of a majority of all of the Combined Entity's entitled to vote generally in the election of directors so long as Clearlake holds at least a majority of the Combined Entity's entitled to vote generally at an election of directors, and otherwise any such amendment will require the approval of the holders of at least 66 2/3% of the Combined Entity's entitled to vote generally at an election of directors. 5C. To provide that the Combined Entity opts Mgmt For For out of Section 203 of the Delaware General Corporation Law, which prevents certain Delaware corporations, under certain circumstances, from engaging in a "business combination" with certain "interested stockholders" and their affiliates; for more information on Section 203 of the Delaware General Corporation Law, see the section of this proxy statement/prospectus. 5D. To provide that we may not engage in Mgmt For For certain "business combinations" with any "interested stockholder" for a three- year period following the time that the stockholder became an interested stockholder, unless (1) prior to the date of the transaction, the Combined Entity's board approved either the business combination or the transaction; (2) the interested stockholder owned at least 85% of the Combined Entity's voting stock; or (3) on or subsequent to consummation of transaction, business combination is approved by Combined Entity's board. 5E To provide that the federal district courts Mgmt For For of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. 5F To provide that, directors may be removed Mgmt For For with or without cause, by the holders of at least a majority of the Combined Entity's entitled to vote generally at an election of directors for so long as Clearlake, which, together with its affiliates and related persons, holds at least a majority of the Combined Entity's entitled to vote generally at an election of directors, or with cause by the holders of at least 66 2/3% of all of the Combined Entity's entitled to vote generally at an election of directors. 5G To provide that any action to be taken by Mgmt For For the Combined Entity's stockholders may be taken by written consent or electronic transmission pursuant to Section 228 of the Delaware General Corporation Law only so long as Clearlake holds a majority of the Combined Entity's then-outstanding shares of capital stock entitled to vote generally at an election of directors. 5H. To amend the name of the new public entity Mgmt For For to "ConvergeOne Holdings, Inc." from "Forum Merger Corporation". 5I. To reclassify all shares of Class A Common Mgmt For For Stock as "Common Stock". 5J. To increase the authorized shares of Common Mgmt For For Stock to 1,000,000,000. 5K. To increase the authorized shares of Mgmt For For preferred stock that the Combined Entity's board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt to 10,000,000. 5L. To make the Combined Entity's corporate Mgmt For For existence perpetual as opposed to Forum's corporate existence terminating 24 months following the closing if its initial public offering, and to remove from the proposed Charter the various provisions applicable only to specified purpose acquisition corporations contained in Forum's current amended and restated certificate of incorporation. 6. Incentive Plan Proposal-to approve the 2018 Mgmt For For Equity Incentive Plan, a copy of which is appended to this proxy statement/prospectus as Annex D, in connection with the Business Combination. 7. ESPP Proposal-to approve the 2018 Employee Mgmt For For Stock Purchase Plan, a copy of which is appended to this proxy statement/prospectus as Annex E, in connection with the Business Combination. 8. Adjournment Proposal-to consider and vote Mgmt For For upon a proposal to approve the adjournment of the Special Meeting by the chairman thereof to a later date, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve Proposals 1, 2, 3, 4, 5, 6 and 7. -------------------------------------------------------------------------------------------------------------------------- GGP INC. Agenda Number: 934812199 -------------------------------------------------------------------------------------------------------------------------- Security: 36174X101 Meeting Type: Annual Meeting Date: 19-Jun-2018 Ticker: GGP ISIN: US36174X1019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Richard B. Clark Mgmt For For 1b. Election of Director: Mary Lou Fiala Mgmt For For 1c. Election of Director: J. Bruce Flatt Mgmt For For 1d. Election of Director: Janice R. Fukakusa Mgmt For For 1e. Election of Director: John K. Haley Mgmt For For 1f. Election of Director: Daniel B. Hurwitz Mgmt For For 1g. Election of Director: Brian W. Kingston Mgmt For For 1h. Election of Director: Christina M. Lofgren Mgmt For For 1i. Election of Director: Sandeep Mathrani Mgmt For For 2. Approval, on an advisory basis, of the Mgmt For For compensation paid to the named executive officers. 3. Ratification of the selection of Mgmt For For independent registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- HUNTSMAN CORPORATION Agenda Number: 934746871 -------------------------------------------------------------------------------------------------------------------------- Security: 447011107 Meeting Type: Annual Meeting Date: 03-May-2018 Ticker: HUN ISIN: US4470111075 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Peter R. Huntsman Mgmt For For Nolan D. Archibald Mgmt For For Mary C. Beckerle Mgmt For For M. Anthony Burns Mgmt For For Daniele Ferrari Mgmt For For Sir Robert J. Margetts Mgmt For For Wayne A. Reaud Mgmt For For 2. Advisory vote to approve named executive Mgmt For For officer compensation. 3. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as Huntsman Corporation's independent registered public accounting firm for the year ending December 31, 2018. 4. Stockholder proposal regarding stockholder Shr For Against right to act by written consent. -------------------------------------------------------------------------------------------------------------------------- ILG INC Agenda Number: 934824853 -------------------------------------------------------------------------------------------------------------------------- Security: 44967H101 Meeting Type: Annual Meeting Date: 12-Jun-2018 Ticker: ILG ISIN: US44967H1014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Craig M. Nash Mgmt For For David Flowers Mgmt For For Victoria L. Freed Mgmt For For Lizanne Galbreath Mgmt For For Chad Hollingsworth Mgmt For For Lewis J. Korman Mgmt For For Thomas J. Kuhn Mgmt For For Thomas J. McInerney Mgmt For For Thomas P. Murphy, Jr. Mgmt For For Stephen R. Quazzo Mgmt For For Sergio D. Rivera Mgmt For For Thomas O. Ryder Mgmt For For Avy H. Stein Mgmt For For 2. To approve, in an advisory non-binding Mgmt For For vote, the compensation of our named executive officers. 3. To ratify the selection of Ernst & Young Mgmt For For LLP as the independent registered public accounting firm for ILG for the fiscal year ending December 31, 2018. -------------------------------------------------------------------------------------------------------------------------- KAPSTONE PAPER & PACKAGING CORPORATION Agenda Number: 934828039 -------------------------------------------------------------------------------------------------------------------------- Security: 48562P103 Meeting Type: Annual Meeting Date: 14-Jun-2018 Ticker: KS ISIN: US48562P1030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Jonathan R. Furer Mgmt For For 1.2 Election of Director: Matthew H. Paull Mgmt For For 1.3 Election of Director: Maurice S. Reznik Mgmt For For 1.4 Election of Director: Roger W. Stone Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as the Company's independent registered public accounting firm for 2018. 3. Advisory approval of the Company's named Mgmt For For executive officer compensation. -------------------------------------------------------------------------------------------------------------------------- MAINSOURCE FINANCIAL GROUP, INC. Agenda Number: 934694490 -------------------------------------------------------------------------------------------------------------------------- Security: 56062Y102 Meeting Type: Special Meeting Date: 04-Dec-2017 Ticker: MSFG ISIN: US56062Y1029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For DATED AS OF JULY 25, 2017, BY AND BETWEEN MAINSOURCE FINANCIAL GROUP, INC. ("MAINSOURCE") AND FIRST FINANCIAL BANCORP. ("FIRST FINANCIAL"), AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH MAINSOURCE WILL MERGE WITH AND INTO FIRST FINANCIAL, WITH FIRST FINANCIAL AS THE SURVIVING CORPORATION (THE "MERGER"). 2. TO APPROVE, ON AN ADVISORY (NON-BINDING) Mgmt For For BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO MAINSOURCE'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, AND THE AGREEMENTS OR UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. 3. TO APPROVE ONE OR MORE ADJOURNMENTS OF THE Mgmt For For SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES BY MAINSOURCE IN FAVOR OF THE MERGER. -------------------------------------------------------------------------------------------------------------------------- MICROSEMI CORPORATION Agenda Number: 934803710 -------------------------------------------------------------------------------------------------------------------------- Security: 595137100 Meeting Type: Special Meeting Date: 22-May-2018 Ticker: MSCC ISIN: US5951371005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To adopt the Agreement and Plan of Merger, Mgmt For For dated March 1, 2018, as it may be amended from time to time (the "Merger Agreement"), by and among Microsemi Corporation ("Microsemi"), Microchip Technology Incorporated and Maple Acquisition Corporation. 2. To approve, by non-binding, advisory vote, Mgmt For For certain compensation arrangements for Microsemi's named executive officers in connection with the merger. 3. To approve the adjournment of the Special Mgmt For For Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the proposal to adopt the Merger Agreement or in the absence of a quorum. -------------------------------------------------------------------------------------------------------------------------- MONEYGRAM INTERNATIONAL, INC. Agenda Number: 934772218 -------------------------------------------------------------------------------------------------------------------------- Security: 60935Y208 Meeting Type: Annual Meeting Date: 02-May-2018 Ticker: MGI ISIN: US60935Y2081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: J. Coley Clark Mgmt For For 1b. Election of Director: Victor W. Dahir Mgmt For For 1c. Election of Director: Antonio O. Garza Mgmt For For 1d. Election of Director: W. Alexander Holmes Mgmt For For 1e. Election of Director: Seth W. Lawry Mgmt For For 1f. Election of Director: Michael P. Rafferty Mgmt For For 1g. Election of Director: Ganesh B. Rao Mgmt For For 1h. Election of Director: W. Bruce Turner Mgmt For For 1i. Election of Director: Peggy Vaughan Mgmt For For 2. Ratification of the appointment of KPMG LLP Mgmt For For as our independent registered public accounting firm for 2018. -------------------------------------------------------------------------------------------------------------------------- MONSANTO COMPANY Agenda Number: 934714848 -------------------------------------------------------------------------------------------------------------------------- Security: 61166W101 Meeting Type: Annual Meeting Date: 31-Jan-2018 Ticker: MON ISIN: US61166W1018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Dwight M. "Mitch" Mgmt For For Barns 1B. Election of Director: Gregory H. Boyce Mgmt For For 1C. Election of Director: David L. Chicoine, Mgmt For For Ph.D. 1D. Election of Director: Janice L. Fields Mgmt For For 1E. Election of Director: Hugh Grant Mgmt For For 1F. Election of Director: Laura K. Ipsen Mgmt For For 1G. Election of Director: Marcos M. Lutz Mgmt For For 1H. Election of Director: C. Steven McMillan Mgmt For For 1I. Election of Director: Jon R. Moeller Mgmt For For 1J. Election of Director: George H. Poste, Mgmt For For Ph.D., D.V.M. 1K. Election of Director: Robert J. Stevens Mgmt For For 1L. Election of Director: Patricia Verduin, Mgmt For For Ph.D. 2. Ratify the appointment of Deloitte & Touche Mgmt For For LLP as our independent registered public accounting firm for fiscal 2018. 3. Advisory (Non-Binding) vote to approve Mgmt For For executive compensation. 4. Shareowner proposal: Bylaw amendment to Shr Against For create Board Human Rights Committee. -------------------------------------------------------------------------------------------------------------------------- NATIONAL ENERGY SERVICES REUNITED CORP. Agenda Number: 934822051 -------------------------------------------------------------------------------------------------------------------------- Security: G6375R107 Meeting Type: Special Meeting Date: 18-May-2018 Ticker: NESR ISIN: VGG6375R1073 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal: To Mgmt For For consider and vote upon a proposal to approve and authorize the Stock Purchase Agreements, the Contribution Agreements, the Shares Exchange Agreement and related contracts, as they may be amended, by and among NESR and NPS Holding Company Ltd. and Gulf Energy S.A.O.C., and the transactions contemplated thereby (the "Business Combination"). 2. DIRECTOR Antonio J. Campo Mejia Mgmt For For Hala Zeibak Mgmt For For 3. The NASDAQ Proposal: To approve, for Mgmt For For purposes of complying with applicable NASDAQ listing rules, the issuance of more than 20% of the Company's issued and outstanding ordinary shares, which NASDAQ may deem to be a change of control, pursuant to the Business Combination or any private placement in connection with the Backstop Commitment. 4. The Incentive Plan Proposal: To approve and Mgmt For For adopt the NESR 2018 Long Term Incentive Plan. 5. The Adjournment Proposal: To consider and Mgmt For For vote upon a proposal to approve the adjournment of the meeting of shareholders to a later date, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve Proposals 1, 2, 3 and 4. -------------------------------------------------------------------------------------------------------------------------- NXP SEMICONDUCTORS NV. Agenda Number: 934843079 -------------------------------------------------------------------------------------------------------------------------- Security: N6596X109 Meeting Type: Annual Meeting Date: 22-Jun-2018 Ticker: NXPI ISIN: NL0009538784 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2-C Adoption of the 2017 statutory annual Mgmt For For accounts 2-D Granting discharge to the executive member Mgmt For For and non-executive members of the Board of Directors for their responsibilities in the financial year 2017 3-A Proposal to re-appoint Mr. Richard L. Mgmt For For Clemmer as executive director 3-B Proposal to re-appoint Sir Peter Bonfield Mgmt For For as non-executive director 3-C Proposal to re-appoint Mr. Johannes P. Huth Mgmt For For as non-executive director 3-D Proposal to re-appoint Mr. Kenneth A. Mgmt For For Goldman as non-executive director 3-E Proposal to re-appoint Mr. Josef Kaeser as Mgmt For For non-executive director 3-F Proposal to re-appoint Mr. Eric Meurice as Mgmt For For non-executive director 3-G Proposal to re-appoint Mr. Peter Smitham as Mgmt For For non-executive director 3-H Proposal to re-appoint Ms. Julie Southern Mgmt For For as non-executive director 3-I Proposal to re-appoint Mr. Gregory Summe as Mgmt For For non-executive director 4-A Conditional appointment as per Closing of Mgmt For For Mr. Steve Mollenkopf as executive director 4-B Conditional appointment as per Closing of Mgmt For For Mr. George S. Davis as non-executive director 4-C Conditional appointment as per Closing of Mgmt For For Mr. Donald J. Rosenberg as non-executive director 4-D Conditional appointment as per Closing of Mgmt For For Mr. Brian Modoff as non-executive director 4-E Conditional appointment as per Closing of Mgmt For For Mr. Rob ter Haar as non-executive director 4-F Conditional appointment as per Closing of Mgmt For For Prof. Dr. Steven Perrick as non-executive director 5-A Authorization of the Board of Directors to Mgmt For For issue shares or grant rights to acquire shares 5-B Authorization of the Board of Directors to Mgmt For For restrict or exclude pre-emption rights 6. Authorization of the Board of Directors to Mgmt For For repurchase shares in the Company's capital 7. Authorization to cancel ordinary shares in Mgmt For For the Company's capital 8. Proposal to re-appoint KPMG Accountants Mgmt For For N.V. as the Company's external auditor for fiscal year 2018 -------------------------------------------------------------------------------------------------------------------------- ORBITAL ATK, INC. Agenda Number: 934695048 -------------------------------------------------------------------------------------------------------------------------- Security: 68557N103 Meeting Type: Special Meeting Date: 29-Nov-2017 Ticker: OA ISIN: US68557N1037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For DATED AS OF SEPTEMBER 17, 2017, BY AND AMONG NORTHROP GRUMMAN CORPORATION, NEPTUNE MERGER, INC. AND ORBITAL ATK, INC., AS IT MAY BE AMENDED FROM TIME TO TIME. 2. TO APPROVE, ON A NON-BINDING, ADVISORY Mgmt For For BASIS, THE COMPENSATION THAT WILL OR MAY BE PAID TO ORBITAL ATK'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. TO ADJOURN THE ORBITAL ATK SPECIAL MEETING, Mgmt For For IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- ORBOTECH LTD. Agenda Number: 934838977 -------------------------------------------------------------------------------------------------------------------------- Security: M75253100 Meeting Type: Annual Meeting Date: 21-Jun-2018 Ticker: ORBK ISIN: IL0010823388 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. RE-ELECTION OF DIRECTOR: YOCHAI RICHTER Mgmt For For 1b. RE-ELECTION OF DIRECTOR: YEHUDIT BRONICKI Mgmt For For 1c. RE-ELECTION OF DIRECTOR: DAN FALK Mgmt For For 1d. RE-ELECTION OF DIRECTOR: MIRON KENNETH Mgmt For For 1e. RE-ELECTION OF DIRECTOR: JACOB RICHTER Mgmt For For 1f. RE-ELECTION OF DIRECTOR: ELIEZER TOKMAN Mgmt For For 1g. RE-ELECTION OF DIRECTOR: SHIMON ULLMAN Mgmt For For 1h. RE-ELECTION OF DIRECTOR: ARIE WEISBERG Mgmt For For 2. RE-ELECTION OF EXTERNAL DIRECTOR: AVNER Mgmt For For HERMONI (INCLUDING HIS REMUNERATION AND BENEFITS) 2a. ARE YOU AN INTERESTED PARTY (AS SUCH TERM Mgmt Take No Action IS DEFINED IN THE PROXY STATEMENT) WITH RESPECT TO THIS ITEM 2? IF YOU HAVE NOT MARKED "NO" ON THE PROXY THEREBY CONFIRMING THAT YOU ARE NOT AN INTERESTED PARTY WITH RESPECT TO ITEM 2, YOUR VOTE WILL NOT BE COUNTED FOR PURPOSES OF THE EXTERNAL DIRECTOR MAJORITY IF YOU DO NOT VOTE ON THIS ITEM OR VOTE FOR THIS ITEM YOUR VOTE WILL NOT COUNT FOR PROPOSAL 2 YES=FOR, NO=AGAINST 3. RE-APPOINTMENT OF KESSELMAN & KESSELMAN AS Mgmt For For AUDITORS OF THE COMPANY. 4a. POTENTIAL CASH AND EQUITY-BASED RETENTION Mgmt For For INCENTIVES TO: THE CHIEF EXECUTIVE OFFICER OF THE COMPANY 4aa ARE YOU AN INTERESTED PARTY (AS SUCH TERM Mgmt Take No Action IS DEFINED IN THE PROXY STATEMENT) WITH RESPECT TO THIS ITEM 4A? IF YOU HAVE NOT MARKED "NO" ON THE PROXY THEREBY CONFIRMING THAT YOU ARE NOT AN INTERESTED PARTY WITH RESPECT TO ITEM 4A, YOUR VOTE WILL NOT BE COUNTED FOR PURPOSES OF THE EXTERNAL DIRECTOR MAJORITY IF YOU DO NOT VOTE ON THIS ITEM OR VOTE FOR THIS ITEM YOUR VOTE WILL NOT COUNT FOR PROPOSAL 4A YES=FOR, NO=AGAINST 4b. THE PRESIDENT AND CHIEF OPERATING OFFICER Mgmt For For OF THE COMPANY 4bb ARE YOU AN INTERESTED PARTY (AS SUCH TERM Mgmt Take No Action IS DEFINED IN THE PROXY STATEMENT) WITH RESPECT TO THIS ITEM 4B? IF YOU HAVE NOT MARKED "NO" ON THE PROXY THEREBY CONFIRMING THAT YOU ARE NOT AN INTERESTED PARTY WITH RESPECT TO ITEM 4B, YOUR VOTE WILL NOT BE COUNTED FOR PURPOSES OF THE EXTERNAL DIRECTOR MAJORITY IF YOU DO NOT VOTE ON THIS ITEM OR VOTE FOR THIS ITEM YOUR VOTE WILL NOT COUNT FOR PROPOSAL 4B YES=FOR, NO=AGAINST 5. ACCELERATED VESTING OF ORBOTECH EQUITY Mgmt For For AWARDS GRANTED TO THE COMPANY'S DIRECTORS IN CONNECTION WITH THE 2018 ANNUAL GENERAL MEETING -------------------------------------------------------------------------------------------------------------------------- PARK STERLING CORP Agenda Number: 934679676 -------------------------------------------------------------------------------------------------------------------------- Security: 70086Y105 Meeting Type: Special Meeting Date: 25-Oct-2017 Ticker: PSTB ISIN: US70086Y1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE THE AGREEMENT AND PLAN OF Mgmt For For MERGER, DATED AS OF APRIL 26, 2017, BY AND BETWEEN THE COMPANY AND SOUTH STATE CORPORATION. 2. TO ADJOURN THE SPECIAL MEETING, IF Mgmt For For NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE MERGER PROPOSAL. 3. TO ADOPT AN ADVISORY (NONBINDING) Mgmt For For RESOLUTION APPROVING THE COMPENSATION THAT CERTAIN EXECUTIVE OFFICERS OF THE COMPANY MAY RECEIVE IN CONNECTION WITH THE MERGER PURSUANT TO EXISTING AGREEMENTS OR ARRANGEMENTS WITH THE COMPANY. -------------------------------------------------------------------------------------------------------------------------- PINNACLE ENTERTAINMENT, INC. Agenda Number: 934735816 -------------------------------------------------------------------------------------------------------------------------- Security: 72348Y105 Meeting Type: Special Meeting Date: 29-Mar-2018 Ticker: PNK ISIN: US72348Y1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Adoption of the Agreement and Plan of Mgmt For For Merger dated as of December 17, 2017 (as it may be amended from time to time, the "merger agreement") by and among Pinnacle Entertainment, Inc. ("Pinnacle"), Penn National Gaming, Inc. ("Penn") and Franchise Merger Sub, Inc., pursuant to which Merger Sub will merge with and into Pinnacle (the "merger"), with Pinnacle surviving as a wholly owned subsidiary of Penn. 2. Approval of, on an advisory (non-binding) Mgmt For For basis, certain compensation that may be paid or become payable to Pinnacle's named executive officers in connection with the merger. 3. Approval of the adjournment of the special Mgmt For For meeting of Pinnacle stockholders, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement. -------------------------------------------------------------------------------------------------------------------------- PINNACLE ENTERTAINMENT, INC. Agenda Number: 934774527 -------------------------------------------------------------------------------------------------------------------------- Security: 72348Y105 Meeting Type: Annual Meeting Date: 01-May-2018 Ticker: PNK ISIN: US72348Y1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Charles L. Atwood Mgmt For For 1B. Election of Director: Stephen C. Comer Mgmt For For 1C. Election of Director: Ron Huberman Mgmt For For 1D. Election of Director: James L. Martineau Mgmt For For 1E. Election of Director: Desiree Rogers Mgmt For For 1F. Election of Director: Carlos A. Ruisanchez Mgmt For For 1G. Election of Director: Anthony M. Sanfilippo Mgmt For For 1H. Election of Director: Jaynie M. Studenmund Mgmt For For 2. Advisory approval of the Company's Mgmt For For executive compensation. 3. Ratification of the appointment of Ernst & Mgmt For For Young LLP as the Company's independent registered public accounting firm for 2018. -------------------------------------------------------------------------------------------------------------------------- QUALCOMM INCORPORATED Agenda Number: 934719329 -------------------------------------------------------------------------------------------------------------------------- Security: 747525103 Meeting Type: Annual Meeting Date: 23-Mar-2018 Ticker: QCOM ISIN: US7475251036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Barbara T. Alexander Mgmt Withheld Against Jeffrey W. Henderson Mgmt Withheld Against Thomas W. Horton Mgmt Withheld Against Paul E. Jacobs Mgmt Withheld Against Ann M. Livermore Mgmt Withheld Against Harish Manwani Mgmt Withheld Against Mark D. McLaughlin Mgmt Withheld Against Steve Mollenkopf Mgmt Withheld Against Clark T. Randt, Jr. Mgmt Withheld Against Francisco Ros Mgmt Withheld Against Anthony J. Vinciquerra Mgmt Withheld Against 2 To ratify the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent public accountants. 3 To approve, on an advisory basis, our Mgmt For For executive compensation. 4 To approve an amendment to the Amended and Mgmt For For Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan, as amended, to increase the share reserve by 30,000,000 shares. 5 To approve an amendment to the Company's Mgmt For For Restated Certificate of Incorporation, as amended, to eliminate certain supermajority voting provisions relating to removal of directors. 6 To approve an amendment to the Company's Mgmt For For Restated Certificate of Incorporation, as amended, to eliminate certain supermajority voting provisions relating to amendments and obsolete provisions. 7 To approve an amendment to the Company's Mgmt For For Restated Certificate of Incorporation, as amended, to eliminate provisions requiring a supermajority vote for certain transactions with interested stockholders. 8 To vote on a stockholder proposal to undo Shr Against For amendments to the Company's Amended and Restated Bylaws adopted without stockholder approval. -------------------------------------------------------------------------------------------------------------------------- REYNOLDS AMERICAN INC. Agenda Number: 934651414 -------------------------------------------------------------------------------------------------------------------------- Security: 761713106 Meeting Type: Special Meeting Date: 19-Jul-2017 Ticker: RAI ISIN: US7617131062 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. APPROVAL OF THE AGREEMENT AND PLAN OF Mgmt For For MERGER, DATED AS OF JANUARY 16, 2017, AS IT AND THE PLAN OF MERGER CONTAINED THEREIN WERE AMENDED AS OF JUNE 8, 2017, AND AS IT AND THE PLAN OF MERGER CONTAINED THEREIN MAY BE FURTHER AMENDED FROM TIME TO TIME, REFERRED TO AS THE MERGER AGREEMENT, BY AND AMONG REYNOLDS AMERICAN INC., REFERRED TO AS RAI, BRITISH AMERICAN TOBACCO P.L.C., A PUBLIC LIMITED COMPANY INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES, REFERRED TO AS BAT, ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 2. APPROVAL ON A NON-BINDING, ADVISORY BASIS, Mgmt For For OF THE COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY RAI OR BAT TO RAI'S NAMED EXECUTIVE OFFICERS AND THAT ARE BASED ON OR OTHERWISE RELATE TO THE MERGER AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. 3. APPROVAL OF THE ADJOURNMENT OF THE SPECIAL Mgmt For For MEETING OF RAI SHAREHOLDERS, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- RICE ENERGY INC. Agenda Number: 934690757 -------------------------------------------------------------------------------------------------------------------------- Security: 762760106 Meeting Type: Special Meeting Date: 09-Nov-2017 Ticker: RICE ISIN: US7627601062 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For DATED AS OF JUNE 19, 2017, AMONG RICE ENERGY INC., EQT CORPORATION, AND EAGLE MERGER SUB I, INC. (AS IT MAY BE AMENDED FROM TIME TO TIME, THE "MERGER AGREEMENT"). 2 APPROVE, ON AN ADVISORY (NON-BINDING) Mgmt For For BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO RICE ENERGY INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3 APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt For For MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- RITE AID CORPORATION Agenda Number: 934644750 -------------------------------------------------------------------------------------------------------------------------- Security: 767754104 Meeting Type: Annual Meeting Date: 17-Jul-2017 Ticker: RAD ISIN: US7677541044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: JOHN T. STANDLEY Mgmt For For 1B. ELECTION OF DIRECTOR: JOSEPH B. ANDERSON, Mgmt For For JR. 1C. ELECTION OF DIRECTOR: BRUCE G. BODAKEN Mgmt For For 1D. ELECTION OF DIRECTOR: DAVID R. JESSICK Mgmt For For 1E. ELECTION OF DIRECTOR: KEVIN E. LOFTON Mgmt For For 1F. ELECTION OF DIRECTOR: MYRTLE S. POTTER Mgmt For For 1G. ELECTION OF DIRECTOR: MICHAEL N. REGAN Mgmt For For 1H. ELECTION OF DIRECTOR: FRANK A. SAVAGE Mgmt For For 1I. ELECTION OF DIRECTOR: MARCY SYMS Mgmt For For 2. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. 4. VOTE, ON AN ADVISORY BASIS, AS TO THE Mgmt 1 Year For FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- ROCKWELL COLLINS, INC. Agenda Number: 934712969 -------------------------------------------------------------------------------------------------------------------------- Security: 774341101 Meeting Type: Special Meeting Date: 11-Jan-2018 Ticker: COL ISIN: US7743411016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For DATED AS OF SEPTEMBER 4, 2017, BY AND AMONG UNITED TECHNOLOGIES CORPORATION, RIVETER MERGER SUB CORP. AND ROCKWELL COLLINS, INC. AND APPROVE THE MERGER CONTEMPLATED THEREBY (THE "MERGER PROPOSAL"). 2. APPROVE ON AN ADVISORY (NON-BINDING) BASIS, Mgmt For For THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO ROCKWELL COLLINS, INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT (THE "MERGER-RELATED COMPENSATION PROPOSAL"). 3. APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL Mgmt For For MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER PROPOSAL (THE "ADJOURNMENT PROPOSAL"). -------------------------------------------------------------------------------------------------------------------------- ROCKWELL COLLINS, INC. Agenda Number: 934713872 -------------------------------------------------------------------------------------------------------------------------- Security: 774341101 Meeting Type: Annual Meeting Date: 01-Feb-2018 Ticker: COL ISIN: US7743411016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR A. J. CARBONE Mgmt For For R.K. ORTBERG Mgmt For For C.L. SHAVERS Mgmt For For 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION: Mgmt For For FOR A NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3. SELECTION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For ACCOUNTING FIRM: FOR THE SELECTION OF DELOITTE & TOUCHE LLP FOR FISCAL YEAR 2018. -------------------------------------------------------------------------------------------------------------------------- SCRIPPS NETWORKS INTERACTIVE, INC. Agenda Number: 934693412 -------------------------------------------------------------------------------------------------------------------------- Security: 811065101 Meeting Type: Special Meeting Date: 17-Nov-2017 Ticker: SNI ISIN: US8110651010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For DATED AS OF JULY 30, 2017, AS MAY BE AMENDED, AMONG SCRIPPS NETWORKS INTERACTIVE, INC., AN OHIO CORPORATION ("SCRIPPS"), DISCOVERY COMMUNICATIONS, INC., A DELAWARE CORPORATION ("DISCOVERY") AND SKYLIGHT MERGER SUB, INC., AN OHIO CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF DISCOVERY ("MERGER SUB"), PURSUANT TO WHICH MERGER SUB WILL BE MERGED WITH AND INTO SCRIPPS, WITH SCRIPPS SURVIVING AS A WHOLLY OWNED SUBSIDIARY OF DISCOVERY (THE "MERGER"). 2. APPROVE, ON AN ADVISORY (NON-BINDING) Mgmt For For BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BE PAID BY SCRIPPS TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. APPROVE THE ADJOURNMENT OF THE SCRIPPS Mgmt For For SPECIAL MEETING IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE ITEM 1 AT THE TIME OF THE SCRIPPS SPECIAL MEETING OR IF A QUORUM IS NOT PRESENT AT THE SCRIPPS SPECIAL MEETING. -------------------------------------------------------------------------------------------------------------------------- SILVER RUN ACQUISITION CORPORATION II Agenda Number: 934723328 -------------------------------------------------------------------------------------------------------------------------- Security: 82812A103 Meeting Type: Special Meeting Date: 06-Feb-2018 Ticker: SRUN ISIN: US82812A1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt For For consider and vote upon a proposal to approve and adopt each of the following contribution agreements and the acquisitions and other transactions contemplated thereby (the "business combination" and such proposal, the "Business Combination Proposal"). 1a. Stockholder Certification: I hereby certify Mgmt For that I am not acting in concert or as a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with any other stockholder with respect to the Shares in connection with the proposed business combination. 2. The Class C Charter Proposal - To consider Mgmt For For and vote upon a proposal to approve and adopt amendments to Silver Run's amended and restated certificate of incorporation (the "Charter") to create a new class of capital stock designated as Class C Common Stock, par value $0.0001 per share (the "Class C Common Stock" and such proposal, the "Class C Charter Proposal"). 3. The Authorized Share Charter Proposal - To Mgmt For For consider and vote upon a proposal to approve and adopt amendments to the Charter to increase the number of authorized shares of Silver Run's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), from 400,000,000 shares to 1,200,000,000 shares (the "Authorized Share Charter Proposal"). 4. The Exclusive Forum Charter Proposal - To Mgmt For For consider and vote upon a proposal to approve and adopt amendments to the Charter to adopt Delaware as the exclusive forum for certain stockholder litigation (the "Exclusive Forum Charter Proposal"). 5. The Additional Charter Proposal - To Mgmt For For consider and vote upon a proposal to approve and adopt amendments to the Charter eliminating provisions in the Charter relating to our initial business combination that will no longer be applicable to us following the closing of the business combination (the "Closing") (the "Additional Charter Proposal" and, together with the Class C Charter Proposal, the Authorized Share Charter Proposal and the Exclusive Forum Charter Proposal, the "Charter Proposals"). 6. The NASDAQ Proposal-To approve, (a) the Mgmt For For issuance of shares of Class C Common Stock to the Contributors, (b) the issuance of up to 59,871,031 shares of Class C Common Stock that may be issued to the Alta Mesa Contributor and the Kingfisher Contributor, (c) the issuance of a number of shares of Class A Common Stock, (d) the issuance of 40,000,000 shares of Class A Common Stock and warrants, (e) the issuance of up to 20,000,000 shares of Class A Common Stock. 7. The LTIP Proposal - To consider and vote Mgmt For For upon a proposal to approve and adopt the Alta Mesa Resources, Inc. 2018 Long Term Incentive Plan (the "LTIP") and material terms thereunder (the "LTIP Proposal"). The LTIP Proposal is conditioned upon the approval of the Business Combination Proposal and the NASDAQ Proposal. 8. The Adjournment Proposal - To consider and Mgmt For For vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes. -------------------------------------------------------------------------------------------------------------------------- SOUTHWEST BANCORP, INC. Agenda Number: 934680047 -------------------------------------------------------------------------------------------------------------------------- Security: 844767103 Meeting Type: Special Meeting Date: 17-Oct-2017 Ticker: OKSB ISIN: US8447671038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE THE AGREEMENT AND PLAN OF Mgmt For For MERGER, DATED AS OF DECEMBER 14, 2016, AS AMENDED ON JULY 19, 2017, BY AND BETWEEN SIMMONS FIRST NATIONAL CORPORATION AND OKSB PURSUANT TO WHICH OKSB WILL MERGE WITH AND INTO SIMMONS (THE "OKSB MERGER PROPOSAL"). 2. TO APPROVE, ON A NON-BINDING ADVISORY Mgmt For For BASIS, COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO OKSB'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE COMPLETION OF THE OKSB MERGER BY APPROVING THE FOLLOWING RESOLUTION: RESOLVED, THAT THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO OKSB'S NAMED ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 3. TO ADJOURN THE OKSB SPECIAL MEETING, IF Mgmt For For NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE OKSB MERGER PROPOSAL. -------------------------------------------------------------------------------------------------------------------------- STONEGATE BANK Agenda Number: 934672343 -------------------------------------------------------------------------------------------------------------------------- Security: 861811107 Meeting Type: Special Meeting Date: 25-Sep-2017 Ticker: SGBK ISIN: US8618111079 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 A PROPOSAL TO APPROVE THE AGREEMENT AND Mgmt For For PLAN OF MERGER, DATED MARCH 27, 2017, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG STONEGATE BANK, HOME BANCSHARES, INC. AND ITS WHOLLY-OWNED BANK SUBSIDIARY, CENTENNIAL BANK, AN ARKANSAS STATE BANK, PURSUANT TO WHICH STONEGATE BANK WILL MERGE WITH AND INTO ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 2 A PROPOSAL TO APPROVE, ON AN ADVISORY Mgmt For For (NON-BINDING) BASIS, THE COMPENSATION THAT CERTAIN EXECUTIVE OFFICERS OF STONEGATE BANK MAY RECEIVE IN CONNECTION WITH THE MERGER PROPOSAL PURSUANT TO EXISTING AGREEMENTS OR ARRANGEMENTS WITH STONEGATE BANK. 3 A PROPOSAL FOR ADJOURNMENT OF THE STONEGATE Mgmt For For BANK SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE STONEGATE BANK SPECIAL MEETING TO APPROVE THE MERGER PROPOSAL. -------------------------------------------------------------------------------------------------------------------------- SWIFT TRANSPORTATION CO. Agenda Number: 934667570 -------------------------------------------------------------------------------------------------------------------------- Security: 87074U101 Meeting Type: Special Meeting Date: 07-Sep-2017 Ticker: SWFT ISIN: US87074U1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. APPROVAL OF THE ISSUANCE OF CLASS A COMMON Mgmt For For STOCK. PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF SWIFT TRANSPORTATION COMPANY'S CLASS A COMMON STOCK IN CONNECTION WITH THE MERGER. 2. APPROVAL OF AN AMENDMENT TO THE CHARTER TO Mgmt For For RECLASSIFY CLASS B COMMON STOCK. PROPOSAL TO CONVERT EACH ISSUED AND OUTSTANDING SHARE OF SWIFT TRANSPORTATION COMPANY'S CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE, INTO ONE SHARE OF CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE, WHICH WOULD REMAIN AS THE ONLY CLASS OF COMMON STOCK OUTSTANDING, WITH EACH SHARE OF CLASS A COMMON STOCK HAVING ONE VOTE. 3. APPROVAL OF AN AMENDMENT TO THE CHARTER TO Mgmt For For FACILITATE A REVERSE STOCK SPLIT. PROPOSAL TO CONSOLIDATE, BY MEANS OF A REVERSE STOCK SPLIT, EACH ISSUED AND OUTSTANDING SHARE OF SWIFT TRANSPORTATION COMPANY'S CLASS A COMMON STOCK (INCLUDING EACH SHARE OF CLASS A COMMON STOCK INTO WHICH SHARES OF CLASS B COMMON STOCK HAVE BEEN CONVERTED) INTO 0.720 OF A SHARE OF CLASS A COMMON STOCK. 4. APPROVAL OF AN AMENDMENT TO THE CHARTER TO Mgmt For For CLASSIFY THE BOARD. PROPOSAL TO APPROVE THE CLASSIFICATION OF SWIFT TRANSPORTATION COMPANY'S BOARD OF DIRECTORS INTO THREE CLASSES OF DIRECTORS WITH STAGGERED TERMS OF OFFICE. 5. APPROVAL OF AN AMENDMENT TO THE CHARTER TO Mgmt For For PROVIDE FOR STOCKHOLDER ACTION BY UNANIMOUS WRITTEN CONSENT. PROPOSAL TO PROVIDE THAT STOCKHOLDERS MAY TAKE ACTION BY WRITTEN CONSENT, IN LIEU OF HOLDING A MEETING, IF SUCH ACTION IS PASSED BY A UNANIMOUS WRITTEN CONSENT SIGNED BY ALL STOCKHOLDERS ENTITLED TO VOTE. 6. APPROVAL OF AN AMENDMENT TO THE CHARTER TO Mgmt For For PERMIT ADDITIONAL AMENDMENTS. PROPOSAL TO APPROVE CERTAIN ADDITIONAL CHANGES TO SWIFT TRANSPORTATION COMPANY'S CHARTER, INCLUDING A CHANGE IN SWIFT TRANSPORTATION COMPANY'S CORPORATE NAME TO "KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC." AS SET FORTH IN THE FORM OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. INCLUDED AS EXHIBIT A TO ANNEX A OF THE JOINT PROXY STATEMENT/PROSPECTUS. 7. ADJOURNMENT OF THE SPECIAL MEETING OF SWIFT Mgmt For For TRANSPORTATION COMPANY. PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SWIFT TRANSPORTATION COMPANY SPECIAL MEETING FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE SHARE ISSUANCE AND THE CHARTER AMENDMENT PROPOSALS IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE SUCH PROPOSALS. -------------------------------------------------------------------------------------------------------------------------- THE ADVISORY BOARD COMPANY Agenda Number: 934689792 -------------------------------------------------------------------------------------------------------------------------- Security: 00762W107 Meeting Type: Special Meeting Date: 15-Nov-2017 Ticker: ABCO ISIN: US00762W1071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. ADOPTION OF THE MERGER AGREEMENT. THE Mgmt For For PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 28, 2017 (AS IT MAY BE AMENDED FROM TIME TO TIME), WHICH WE REFER TO AS THE MERGER AGREEMENT, BY AND AMONG ABCO, OPTUMINSIGHT, INC., A DELAWARE CORPORATION, AND APOLLO MERGER SUB, INC., A DELAWARE CORPORATION. 2. ADJOURNMENT OF THE SPECIAL MEETING. THE Mgmt For For PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES IN FAVOR OF APPROVING THE MERGER PROPOSAL AT THE TIME OF THE SPECIAL MEETING. 3. ADVISORY VOTE REGARDING MERGER-RELATED Mgmt For For NAMED EXECUTIVE OFFICER COMPENSATION. THE PROPOSAL TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY ABCO TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- TRIBUNE MEDIA COMPANY Agenda Number: 934788273 -------------------------------------------------------------------------------------------------------------------------- Security: 896047503 Meeting Type: Annual Meeting Date: 30-May-2018 Ticker: TRCO ISIN: US8960475031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Election of Director: Peter M. Kern Mgmt For For 2. Advisory vote approving executive Mgmt For For compensation. 3. The ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2018 fiscal year. -------------------------------------------------------------------------------------------------------------------------- VALIDUS HOLDINGS, LTD. Agenda Number: 934765871 -------------------------------------------------------------------------------------------------------------------------- Security: G9319H102 Meeting Type: Special Meeting Date: 27-Apr-2018 Ticker: VR ISIN: BMG9319H1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve an amendment to the Validus Mgmt For For bye-laws to reduce the shareholder vote required to approve a merger with any other company from the affirmative vote of 75% of the votes cast at a general meeting of the shareholders to a simple majority of the votes cast at a general meeting of the shareholders. 2. To approve the Agreement and Plan of Mgmt For For Merger, dated as of January 21, 2018, by and among Validus Holdings, Ltd., American International Group, Inc. and Venus Holdings Limited, the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended, and the merger of Venus with and into Validus. 3. On an advisory (non-binding) basis, to Mgmt For For approve the compensation that may be paid or become payable to Validus' named executive officers in connection with the merger referred to in Proposal 2. 4. To approve an adjournment of the special Mgmt For For general meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient votes to approve Proposal 1 or Proposal 2 at the special general meeting. -------------------------------------------------------------------------------------------------------------------------- VTTI ENERGY PARTNERS LP Agenda Number: 934661237 -------------------------------------------------------------------------------------------------------------------------- Security: Y9384M101 Meeting Type: Special Meeting Date: 13-Sep-2017 Ticker: VTTI ISIN: MHY9384M1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. THE MERGER PROPOSAL - TO CONSIDER AND VOTE Mgmt For For ON A PROPOSAL TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED MAY 8, 2017 (THE "MERGER AGREEMENT"), BY AND AMONG VTTI ENERGY PARTNERS LP ("MLP"), VTTI ENERGY PARTNERS GP LLC, THE GENERAL PARTNER OF MLP, VTTI B.V. ("PARENT"), VTTI MLP PARTNERS B.V., A DIRECT WHOLLY OWNED SUBSIDIARY OF PARENT ("MLP PARTNERS"), AND VTTI MERGER SUB LLC, A DIRECT WHOLLY OWNED SUBSIDIARY OF MLP PARTNERS ("MERGER SUB"), AS SUCH AGREEMENT MAY BE AMENDED ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 2. THE ADJOURNMENT PROPOSAL - TO CONSIDER AND Mgmt For For VOTE ON A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT AND APPROVE THE MERGER AGREEMENT AND APPROVE THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE MERGER, AT THE TIME OF THE SPECIAL MEETING. -------------------------------------------------------------------------------------------------------------------------- WHOLE FOODS MARKET, INC. Agenda Number: 934662328 -------------------------------------------------------------------------------------------------------------------------- Security: 966837106 Meeting Type: Special Meeting Date: 23-Aug-2017 Ticker: WFM ISIN: US9668371068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. PROPOSAL TO APPROVE THE AGREEMENT AND PLAN Mgmt For For OF MERGER (THE "MERGER AGREEMENT"), DATED AS OF JUNE 15, 2017, BY AND AMONG AMAZON.COM, INC., WALNUT MERGER SUB, INC. ("MERGER SUB") AND WHOLE FOODS MARKET, INC. (THE "COMPANY"), PURSUANT TO WHICH MERGER SUB WILL MERGE WITH AND INTO THE COMPANY (THE "MERGER"), WITH THE COMPANY SURVIVING THE MERGER. 2. PROPOSAL TO APPROVE, ON AN ADVISORY Mgmt For For (NON-BINDING) BASIS, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. PROPOSAL TO APPROVE AN AMENDMENT TO THE Mgmt For For COMPANY'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO SET THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK AT 600 MILLION. 4. PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Mgmt For For SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO APPROVE THE MERGER AGREEMENT OR IN THE ABSENCE OF A QUORUM. -------------------------------------------------------------------------------------------------------------------------- XL GROUP LTD Agenda Number: 934822001 -------------------------------------------------------------------------------------------------------------------------- Security: G98294104 Meeting Type: Special Meeting Date: 06-Jun-2018 Ticker: XL ISIN: BMG982941046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the Agreement and Plan of Mgmt For For Merger, by and among XL Group Ltd, AXA SA and Camelot Holdings Ltd., the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended, and the merger of Camelot Holdings Ltd. with and into XL Group Ltd (the "merger"). 2. On an advisory (non-binding) basis, to Mgmt For For approve the compensation that may be paid or become payable to XL's named executive officers in connection with the merger. 3. To approve an adjournment of the special Mgmt For For general meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient votes to approve Proposal 1 at the special general meeting. * Management position unknown
SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) The Merger Fund VL By (Signature) /s/ Bruce Rubin Name Bruce Rubin Title Chief Compliance Officer Date 07/31/2018