N-PX 1 gug86052avk.txt AVK UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21309 --------- Advent Convertible and Income Fund ---------------------------------- (Exact name of registrant as specified in charter) 888 Seventh Avenue, 31st Floor ------------------------------ New York, NY 10019 ------------------ (Address of principal executive offices) (Zip code) Stephen Ellwood --------------- 888 Seventh Avenue, 31st Floor ------------------------------ New York, NY 10019 ------------------ (Name and address of agent for service) Registrant's telephone number, including area code: 212-482-1600 ------------ Date of fiscal year end: October 31 ---------- Date of reporting period: July 1, 2022 - June 30, 2023 ---------------------------- Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. Item 1. Proxy Voting Record. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-21309 Reporting Period: 07/01/2022 - 06/30/2023 Advent Convertible and Income Fund ====================== Advent Convertible and Income Fund ====================== ABBVIE INC. Ticker: ABBV Security ID: 00287Y109 Meeting Date: MAY 05, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Election of Class II Director: Robert F F Management J. Alpern 1b. Election of Class II Director: Melody F F Management B. Meyer 1c. Election of Class II Director: F F Management Frederick H. Waddell 2. Ratification of Ernst & Young LLP as F F Management AbbVie's independent registered public accounting firm for 2023. 3. Say on Pay - An advisory vote on the F F Management approval of executive compensation. 4. Approval of a management proposal F F Management regarding amendment of the certificate of incorporation to eliminate supermajority voting. 5. Stockholder Proposal - to Implement N N Shareholder Simple Majority Vote. 6. Stockholder Proposal - to Issue an N F Shareholder Annual Report on Political Spending. 7. Stockholder Proposal - to Issue an N F Shareholder Annual Report on Lobbying. 8. Stockholder Proposal - to Issue a N N Shareholder Report on Patent Process. -------------------------------------------------------------------------------- AMGEN INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 19, 2023 Meeting Type: Annual Record Date: MAR 20, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Election of Director for a term of F F Management office expiring at the 2024 annual meeting: Dr. Wanda M. Austin 1b. Election of Director for a term of F F Management office expiring at the 2024 annual meeting: Mr. Robert A. Bradway 1c. Election of Director for a term of F F Management office expiring at the 2024 annual meeting: Dr. Michael V. Drake 1d. Election of Director for a term of F F Management office expiring at the 2024 annual meeting: Dr. Brian J. Druker 1e. Election of Director for a term of F F Management office expiring at the 2024 annual meeting: Mr. Robert A. Eckert 1f. Election of Director for a term of F F Management office expiring at the 2024 annual meeting: Mr. Greg C. Garland 1g. Election of Director for a term of F F Management office expiring at the 2024 annual meeting: Mr. Charles M. Holley, Jr. 1h. Election of Director for a term of F F Management office expiring at the 2024 annual meeting: Dr. S. Omar Ishrak 1i. Election of Director for a term of F F Management office expiring at the 2024 annual meeting: Dr. Tyler Jacks 1j. Election of Director for a term of F F Management office expiring at the 2024 annual meeting: Ms. Ellen J. Kullman 1k. Election of Director for a term of F F Management office expiring at the 2024 annual meeting: Ms. Amy E. Miles 1l. Election of Director for a term of F F Management office expiring at the 2024 annual meeting: Dr. Ronald D. Sugar 1m. Election of Director for a term of F F Management office expiring at the 2024 annual meeting: Dr. R. Sanders Williams 2. Advisory vote on the frequency of 1 1 Management future stockholder advisory votes to approve executive compensation. 3. Advisory vote to approve our executive F F Management compensation. 4. To ratify the selection of Ernst & F F Management Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------- ARCELORMITTAL Ticker: MT Security ID: 03938L203 Meeting Date: MAY 02, 2023 Meeting Type: Annual Record Date: MAR 30, 2023 # Proposal Mgt Rec Vote Cast Sponsor A2 Approval of the Consolidated Financial F F Management Statements for the financial year 2022 (Resolution I) A3 Approval of the Parent Company F F Management Financial Statements for the financial year 2022 (Resolution II) A4A Allocation of results and F F Management determination of the dividend and the remuneration of the members of the Board of Directors in relation to the financial year 2022 (Resolution III) A4B Allocation of results and F F Management determination of the dividend and the remuneration of the members of the Board of Directors in relation to the financial year 2022 (Resolution IV) A5A Resolutions concerning the F F Management Remuneration Report for the year 2022 (Resolution V) A5B Resolutions concerning the F F Management Remuneration Report for the year 2022 (Resolution VI) A6 Discharge of the members of the Board F F Management of Directors (Resolution VII) A7A Election of members of the Board of F F Management Directors (Resolution VIII) A7B Election of members of the Board of F F Management Directors (Resolution IX) A7C Election of members of the Board of F F Management Directors (Resolution X) A7D Election of members of the Board of F F Management Directors (Resolution Xl) A7E Election of members of the Board of F F Management Directors (Resolution Xll) A8 Renewal of the authorisation of the F F Management Board of Directors of the Company and of the corporate bodies of other companies in the ArcelorMittal group to acquire shares in the Company (Resolution XIII) A9 Appointment of an independent auditor F F Management in relation to the Parent Company Financial Statements and the Consolidated Financial Statements for the financial year 2023 (Resolution XIV) A10 Authorisation of grants of share-based F F Management incentives and a Performance Unit Plan 2023-2033 for the Executive Chairman and the Chief Executive Officer (jointly, the "Executive Office" and formerly known as the "CEO Office") (the "Executive Office PSU Plan") ( E1 Decision to cancel shares and to F F Management consequently reduce the issued share capital following the cancellation of shares repurchased under its share buyback program (EGM Resolution I) -------------------------------------------------------------------------------- ARCELORMITTAL Ticker: MT Security ID: 03938L203 Meeting Date: MAY 02, 2023 Meeting Type: Annual Record Date: APR 14, 2023 # Proposal Mgt Rec Vote Cast Sponsor A2 Approval of the Consolidated Financial F F Management Statements for the financial year 2022 (Resolution I) A3 Approval of the Parent Company F F Management Financial Statements for the financial year 2022 (Resolution II) A4A Allocation of results and F F Management determination of the dividend and the remuneration of the members of the Board of Directors in relation to the financial year 2022 (Resolution III) A4B Allocation of results and F F Management determination of the dividend and the remuneration of the members of the Board of Directors in relation to the financial year 2022 (Resolution IV) A5A Resolutions concerning the F F Management Remuneration Report for the year 2022 (Resolution V) A5B Resolutions concerning the F F Management Remuneration Report for the year 2022 (Resolution VI) A6 Discharge of the members of the Board F F Management of Directors (Resolution VII) A7A Election of members of the Board of F F Management Directors (Resolution VIII) A7B Election of members of the Board of F F Management Directors (Resolution IX) A7C Election of members of the Board of F F Management Directors (Resolution X) A7D Election of members of the Board of F F Management Directors (Resolution Xl) A7E Election of members of the Board of F F Management Directors (Resolution Xll) A8 Renewal of the authorisation of the F F Management Board of Directors of the Company and of the corporate bodies of other companies in the ArcelorMittal group to acquire shares in the Company (Resolution XIII) A9 Appointment of an independent auditor F F Management in relation to the Parent Company Financial Statements and the Consolidated Financial Statements for the financial year 2023 (Resolution XIV) A10 Authorisation of grants of share-based F F Management incentives and a Performance Unit Plan 2023-2033 for the Executive Chairman and the Chief Executive Officer (jointly, the "Executive Office" and formerly known as the "CEO Office") (the "Executive Office PSU Plan") ( E1 Decision to cancel shares and to F F Management consequently reduce the issued share capital following the cancellation of shares repurchased under its share buyback program (EGM Resolution I) -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY Security ID: 110122108 Meeting Date: MAY 02, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1A. Election of Director: Peter J. Arduini F F Management 1B. Election of Director: Deepak L. Bhatt, F F Management M.D., M.P.H. 1C. Election of Director: Giovanni F F Management Caforio, M.D. 1D. Election of Director: Julia A. Haller, F F Management M.D. 1E. Election of Director: Manuel Hidalgo F F Management Medina, M.D., Ph.D. 1F. Election of Director: Paula A. Price F F Management 1G. Election of Director: Derica W. Rice F F Management 1H. Election of Director: Theodore R. F F Management Samuels 1I. Election of Director: Gerald L. Storch F F Management 1J. Election of Director: Karen H. F F Management Vousden, Ph.D. 1K. Election of Director: Phyllis R. Yale F F Management 2. Advisory Vote to Approve the F F Management Compensation of our Named Executive Officers. 3. Advisory Vote on the Frequency of the 1 1 Management Advisory Vote on the Compensation of our Named Executive Officers. 4. Ratification of the Appointment of an F F Management Independent Registered Public Accounting Firm. 5. Shareholder Proposal on the Adoption N N Shareholder of a Board Policy that the Chairperson of the Board be an Independent Director. 6. Shareholder Proposal on Workplace N F Shareholder Non-Discrimination Audit. 7. Shareholder Proposal on Special N N Shareholder Shareholder Meeting Improvement. -------------------------------------------------------------------------------- ELI LILLY AND COMPANY Ticker: LLY Security ID: 532457108 Meeting Date: MAY 01, 2023 Meeting Type: Annual Record Date: FEB 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Election of Director to serve a F F Management three-year term: William G. Kaelin, Jr. 1b. Election of Director to serve a F F Management three-year term: David A. Ricks 1c. Election of Director to serve a F F Management three-year term: Marschall S. Runge 1d. Election of Director to serve a F F Management three-year term: Karen Walker 2. Approval, on an advisory basis, of the F F Management compensation paid to the company's named executive officers. 3. Advisory vote on frequency of future 1 1 Management advisory votes on named executive officer compensation. 4. Ratification of the appointment of F F Management Ernst & Young LLP as the independent auditor for 2023. 5. Approval of amendments to the F F Management company's Articles of Incorporation to eliminate the classified board structure. 6. Approval of amendments to the F F Management company's Articles of Incorporation to eliminate supermajority voting provisions. 7. Shareholder proposal to publish an N F Shareholder annual report disclosing lobbying activities. 8. Shareholder proposal to eliminate N N Shareholder supermajority voting requirements. 9. Shareholder proposal to establish and N N Shareholder report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents. 10. Shareholder proposal to report on N N Shareholder risks of supporting abortion. 11. Shareholder proposal to disclose N N Shareholder lobbying activities and alignment with public policy positions and statements. 12. Shareholder proposal to report on N N Shareholder effectiveness of the company's diversity, equity, and inclusion efforts. 13. Shareholder proposal to adopt a policy N N Shareholder to require certain third-party organizations to annually report expenditures for political activities before Lilly contributes to an organization. -------------------------------------------------------------------------------- EQT CORPORATION Ticker: EQT Security ID: 26884L109 Meeting Date: APR 19, 2023 Meeting Type: Annual Record Date: FEB 03, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Election of Director: Lydia I. Beebe F F Management 1b. Election of Director: Lee M. Canaan F F Management 1c. Election of Director: Janet L. Carrig F F Management 1d. Election of Director: Frank C. Hu F F Management 1e. Election of Director: Kathryn J. F F Management Jackson, Ph.D 1f. Election of Director: John F. McCartney F F Management 1g. Election of Director: James T. McManus F F Management II 1h. Election of Director: Anita M. Powers F F Management 1i. Election of Director: Daniel J. Rice IV F F Management 1j. Election of Director: Toby Z. Rice F F Management 1k. Election of Director: Hallie A. F F Management Vanderhider 2. Advisory vote to approve the 2022 F F Management compensation of EQT Corporation's named executive officers (say-on-pay) 3. Advisory vote on the frequency of 1 1 Management advisory votes on named executive officer compensation (say-on-frequency) 4. Ratification of the appointment of F F Management Ernst & Young LLP as EQT Corporation's independent registered public accounting firm for fiscal year ending December 31, 2023 -------------------------------------------------------------------------------- GE HEALTHCARE TECHNOLOGIES INC. Ticker: GEHC Security ID: 36266G107 Meeting Date: MAY 23, 2023 Meeting Type: Annual Record Date: MAR 27, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Election of Director: Peter J. Arduini F F Management 1b. Election of Director: H. Lawrence F F Management Culp, Jr. 1c. Election of Director: Rodney F. Hochman F F Management 1d. Election of Director: Lloyd W. Howell, F F Management Jr. 1e. Election of Director: Risa F F Management Lavizzo-Mourey 1f. Election of Director: Catherine Lesjak F F Management 1g. Election of Director: Anne T. Madden F F Management 1h. Election of Director: Tomislav F F Management Mihaljevic 1i. Election of Director: William J. F F Management Stromberg 1j. Election of Director: Phoebe L. Yang F F Management 2. Approve our named executive officers' F F Management compensation in an advisory vote. 3. Approve the frequency of future 1 1 Management advisory votes on named executive officers' compensation in an advisory vote. 4. Ratify the appointment of Deloitte & F F Management Touche LLP as our independent auditor for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Ticker: GE Security ID: 369604301 Meeting Date: MAY 03, 2023 Meeting Type: Annual Record Date: MAR 07, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Election of Director: Stephen Angel F F Management 1b. Election of Director: Sebastien Bazin F F Management 1c. Election of Director: H. Lawrence F F Management Culp, Jr. 1d. Election of Director: Edward Garden F F Management 1e. Election of Director: Isabella Goren F F Management 1f. Election of Director: Thomas Horton F F Management 1g. Election of Director: Catherine Lesjak F F Management 1h. Election of Director: Darren McDew F F Management 1i. Election of Director: Paula Rosput F F Management Reynolds 1j. Election of Director: Jessica Uhl F F Management 2. Advisory Approval of Our Named F F Management Executives' Compensation. 3. Advisory Vote on the Frequency of 1 1 Management Future Advisory Votes to Approve Our Named Executives' Compensation. 4. Ratification of Deloitte as F F Management Independent Auditor for 2023. 5. Independent Board Chairman. N N Shareholder 6. Sale of the Company. N N Shareholder 7. Fiduciary Carbon-Emission Relevance N F Shareholder Report. 8. Assess Energy-Related Asset Resilience. N F Shareholder -------------------------------------------------------------------------------- HALLIBURTON COMPANY Ticker: HAL Security ID: 406216101 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 20, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Election of Director: Abdulaziz F. Al F F Management Khayyal 1b. Election of Director: William E. F F Management Albrecht 1c. Election of Director: M. Katherine F F Management Banks 1d. Election of Director: Alan M. Bennett F F Management 1e. Election of Director: Milton Carroll F F Management 1f. Election of Director: Earl M. Cummings F F Management 1g. Election of Director: Murry S. Gerber F F Management 1h. Election of Director: Robert A. Malone F F Management 1i. Election of Director: Jeffrey A. Miller F F Management 1j. Election of Director: Bhavesh V. Patel F F Management 1k. Election of Director: Maurice S. Smith F F Management 1l. Election of Director: Janet L. Weiss F F Management 1m. Election of Director: Tobi M. Edwards F F Management Young 2. Ratification of Selection of Principal F F Management Independent Public Accountants. 3. Advisory Approval of Executive F F Management Compensation. 4. Advisory Vote on the Frequency of 1 1 Management Future Advisory Votes on Executive Compensation. 5. Approval of an Amendment to the F F Management Certificate of Incorporation Regarding Officer Exculpation. 6. Approval of Miscellaneous Amendments F F Management to the Certificate of Incorporation. -------------------------------------------------------------------------------- LOCKHEED MARTIN CORPORATION Ticker: LMT Security ID: 539830109 Meeting Date: APR 27, 2023 Meeting Type: Annual Record Date: FEB 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Election of Director: Daniel F. Akerson F F Management 1b. Election of Director: David B. Burritt F F Management 1c. Election of Director: Bruce A. Carlson F F Management 1d. Election of Director: John M. Donovan F F Management 1e. Election of Director: Joseph F. F F Management Dunford, Jr. 1f. Election of Director: James O. Ellis, F F Management Jr. 1g. Election of Director: Thomas J. Falk F F Management 1h. Election of Director: Ilene S. Gordon F F Management 1i. Election of Director: Vicki A. Hollub F F Management 1j. Election of Director: Jeh C. Johnson F F Management 1k. Election of Director: Debra L. F F Management Reed-Klages 1l. Election of Director: James D. Taiclet F F Management 1m. Election of Director: Patricia E. F F Management Yarrington 2. Advisory Vote to Approve the F F Management Compensation of our Named Executive Officers (Say-on-Pay). 3. Advisory Vote on the Frequency of 1 1 Management Advisory Votes to Approve the Compensation of our Named Executive Officers. 4. Ratification of the Appointment of F F Management Ernst & Young LLP as our Independent Auditors for 2023. 5. Stockholder Proposal Requiring N N Shareholder Independent Board Chairman. 6. Stockholder Proposal to Issue a Human N F Shareholder Rights Impact Assessment Report. 7. Stockholder Proposal to Issue a Report N F Shareholder on the Company's Intention to Reduce Full Value Chain GHG Emissions. -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY Security ID: 674599105 Meeting Date: MAY 05, 2023 Meeting Type: Annual Record Date: MAR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a. Election of Director: Vicky A. Bailey F F Management 1b. Election of Director: Andrew Gould F F Management 1c. Election of Director: Carlos M. F F Management Gutierrez 1d. Election of Director: Vicki Hollub F F Management 1e. Election of Director: William R. Klesse F F Management 1f. Election of Director: Jack B. Moore F F Management 1g. Election of Director: Claire O'Neill F F Management 1h. Election of Director: Avedick B. F F Management Poladian 1i. Election of Director: Ken Robinson F F Management 1j. Election of Director: Robert M. Shearer F F Management 2. Advisory Vote on the Frequency of 1 1 Management Future Advisory Votes to Approve Named Executive Officer Compensation. 3. Advisory Vote to Approve Named F F Management Executive Officer Compensation. 4. Ratification of Selection of KPMG as F F Management Occidental's Independent Auditor. 5. Shareholder Proposal Requesting an N N Shareholder Independent Board Chairman Policy. -------------------------------------------------------------------------------- RH Ticker: RH Security ID: 74967X103 Meeting Date: APR 04, 2023 Meeting Type: Special Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1. To approve the RH 2023 Stock Incentive F N Management Plan. -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 11, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1A. Election of Director: Shellye F F Management Archambeau 1B. Election of Director: Roxanne Austin F F Management 1C. Election of Director: Mark Bertolini F F Management 1D. Election of Director: Vittorio Colao F F Management 1E. Election of Director: Melanie Healey F F Management 1F. Election of Director: Laxman Narasimhan F F Management 1G. Election of Director: Clarence Otis, F F Management Jr. 1H. Election of Director: Daniel Schulman F F Management 1I. Election of Director: Rodney Slater F F Management 1J. Election of Director: Carol Tome F F Management 1K. Election of Director: Hans Vestberg F F Management 1L. Election of Director: Gregory Weaver F F Management 2. Advisory vote to approve executive F F Management compensation 3. Advisory vote on the frequency of 1 1 Management future advisory votes to approve executive compensation 4. Ratification of appointment of F F Management independent registered public accounting firm 5. Government requests to remove content N N Shareholder 6. Prohibit political contributions N N Shareholder 7. Amend clawback policy N N Shareholder 8. Shareholder ratification of annual N N Shareholder equity awards 9. Independent chair N N Shareholder ========== END NPX REPORT 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. Advent Convertible and Income Fund ---------------------------------- By: /s/ Tracy Maitland Name: Tracy V. Maitland ----------------- Title: President and Chief Executive Officer ------------------------------------- Date: August 17, 2023