N-PX 1 franknpx201808.htm

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 811-21532


Frank Funds

(Exact name of registrant as specified in charter)


781 Crandon Blvd. Unit 602

Key Biscayne, Florida 33149

(Address of principal executive offices)

 (Zip code)


Brian J. Frank

Frank Capital Partners LLC

781 Crandon Blvd. Unit 602

Key Biscayne, Florida 33149


(Name and address of agent for service)


Copies to:

JoAnn M. Strasser

Thompson Hine LLP

312 Walnut Street, 14th Floor

Cincinnati, Ohio 45202


Registrant's telephone number, including area code: 973-887-7698


Date of fiscal year end: June 30


Date of reporting period: June 30, 2018


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 (Sections 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 notes.


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. Section 3507.


ITEM 1. PROXY VOTING RECORD:


Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:


(a).

The name of the issuer of the portfolio security;

(b).

The exchange ticker symbol of the portfolio security;

(c).

The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;

(d).

The shareholder meeting date;

(e).

A brief identification of the matter voted on;

(f).

Whether the matter was proposed by the issuer or by a security holder;

(g).

Whether the Registrant cast its vote on the matter;

(h).

How the Registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i).

Whether the Registrant cast its vote for or against management.




Frank Value Fund Investor Class

APPLE INC

Ticker Symbol:AAPL Cusip Number:037833100
Record Date: 2/12/2018 Meeting Date: 2/13/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of director: 1a. James Bell For Issuer For With
1b 1b. Election of director: Tim Cook For Issuer For With
1c 1c. Election of director: Al Gore For Issuer For With
1d Election of 1d. director: Bob Iger For Issuer For With
1e 1e. Election of director: Andrea Jung For Issuer For With
1f 1f. Election of director: Art Levinson For Issuer For With
1g 1g. Election of director: Ron Sugar For Issuer For With
1h 1h. Election of director: Sue Wagner For Issuer For With
2 Ratification of the appointment of Ernst & Young LLP as Apple's independent registered public accounting firm for 2018 For Issuer For With
3 Advisory vote to approve executive compensation For Issuer For With
4 Approval of the amended and restated Apple Inc. Non-Employee Director Stock Plan For Issuer For With
5 A shareholder proposal entitled "Shareholder Proxy Access Amendments" Against Stockholder Against With
6 A shareholder proposal entitled "Human Rights Committee" Against Stockholder Against With

BARRICK GOLD CORPORATION

Ticker Symbol:ABX Cusip Number:067901108
Record Date: 4/19/2018 Meeting Date: 4/24/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR M. I. Benitez G. A. Cisneros G. G. Clow K. P. M. Dushnisky J. M. Evans B. L. Greenspun J. B. Harvey P. A. Hatter N. H. O. Lockhart P. Marcet A. Munk J. R. S. Prichard S. J. Shapiro J. L. Thornton E. L. Thrasher For Issuer For With
2 RESOLUTION APPROVING THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP as the auditor of Barrick and authorizing the directors to fix its remuneration. For Issuer For With
3 ADVISORY RESOLUTION ON APPROACH TO EXECUTIVE COMPENSATION. For Issuer For With

BERKSHIRE HATHAWAY INC

Ticker Symbol:BRK Cusip Number:084670702
Record Date: 5/4/2018 Meeting Date: 5/5/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR Warren E. Buffett Charles T. Munger Gregory E. Abel Howard G. Buffett Stephen B. Burke Susan L. Decker William H. Gates III David S. Gottesman Charlotte Guyman Ajit Jain Thomas S. Murphy Ronald L. Olson Walter Scott, Jr. Meryl B. Witmer For Issuer For With
2 Shareholder proposal regarding methane gas emissions. Against Stockholder Against With
3 Shareholder proposal regarding adoption of a policy to encourage Berkshire subsidiaries to issue annual sustainability reports. Against Stockholder Against With

BLACKHAWK NETWORK HOLDINGS INC

Ticker Symbol:HAWK Cusip Number:09238E104
Record Date: 6/8/2018 Meeting Date: 6/9/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR ANIL AGGARWAL RICHARD H. BARD THOMAS BARNDS STEVEN A. BURD ROBERT L. EDWARDS JEFFREY H. FOX MOHAN GYANI PAUL HAZEN ROBERT B. HENSKE TALBOTT ROCHE ARUN SARIN WILLIAM Y. TAUSCHER JANE J. THOMPSON For Issuer For With
2 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2017 FISCAL YEAR ENDING DECEMBER 30, 2017. For Issuer For With
3 TO APPROVE, ON A NONBINDING, ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (THE SAYONPAY VOTE) AS DISCLOSED IN THE PROXY STATEMENT PURSUANT TO COMPENSATION DISCLOSURE RULES UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. For Issuer For With
4 TO CAST A NONBINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAYONPAY VOTES. For Issuer For With
5 TO APPROVE THE SECOND AMENDMENT TO OUR 2013 EQUITY INCENTIVE AWARD PLAN, OR THE 2013 PLAN, TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED UNDER THE 2013 PLAN BY 2,000,000 SHARES, TO LIMIT THE VALUE OF EQUITY AND CASH AWARDS MADE TO NONEMPLOYEE DIRECTORS IN ANY CALENDAR YEAR TO $750,000, ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). For Issuer For With

BLACKHAWK NETWORK HOLDINGS INC

Ticker Symbol:HAWK Cusip Number:09238E104
Record Date: 3/29/2018 Meeting Date: 3/30/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 To adopt the Agreement and Plan of Merger, dated as of January 15, 2018 (as it may be amended from time to time, the "merger agreement"), by and among Blackhawk Network Holdings, Inc., a Delaware corporation (the "Company"), BHN Holdings, Inc., a Delaware corporation ("Parent") and BHN Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "merger") For Issuer For With
2 To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger For Issuer For With
3 To approve the adjournment of the 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 adopt the merger agreement or in the absence of a quorum For Issuer For With

GOLDCORP INC

Ticker Symbol:GG Cusip Number:380956409
Record Date: 4/24/2018 Meeting Date: 4/25/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.01 Beverley A. Briscoe For Issuer For With
1.02 Matthew Coon Come For Issuer For With
1.03 Margot A. Franssen, O.C. For Issuer For With
1.04 David A. Garofalo For Issuer For With
1.05 Clement A. Pelletier For Issuer For With
1.06 P. Randy Reifel For Issuer For With
1.07 Charles R. Sartain For Issuer For With
1.08 Ian W. Telfer For Issuer For With
1.09 Kenneth F. Williamson For Issuer For With
2 The appointment of Deloitte LLP, Independent Registered Public Accounting Firm, as auditors of the Company and authorizing the directors to fix their remuneration For Issuer For With
3 A non-binding advisory resolution accepting the Company's approach to executive compensation For Issuer For With

GREENLIGHT CAPITAL RE LTD.

Ticker Symbol:GLRE Cusip Number:G4095J109
Record Date: 4/24/2018 Meeting Date: 4/25/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1a) Alan Brooks For Issuer For With
1b 1b) Election of Director: Simon Burton For Issuer For With
1c 1c) Election of Director: David Einhorn For Issuer For With
1d 1d) Election of Director: Leonard Goldberg For Issuer For With
1e Election of Director: 1e) Ian Isaacs For Issuer For With
1f 1f) Election of Director: Frank Lackner For Issuer For With
1g 1g) Election of Director: Bryan Murphy For Issuer For With
1h 1h) Election of Director: Joseph Platt For Issuer For With
1i 1i) Election of Director: Hope Taitz For Issuer For With
2a Election of Director of Greenlight Reinsurance, Ltd: Alan Brooks For Issuer For With
2b Election of Director of Greenlight Reinsurance, Ltd: Simon Burton For Issuer For With
2c Election of Director of Greenlight Reinsurance, Ltd: David Einhorn For Issuer For With
2d Election of Director of Greenlight Reinsurance, Ltd: Leonard Goldberg For Issuer For With
2e Election of Director of Greenlight Reinsurance, Ltd: Ian Isaacs For Issuer For With
2f Election of Director of Greenlight Reinsurance, Ltd: Frank Lackner For Issuer For With
2g Election of Director of Greenlight Reinsurance, Ltd: Bryan Murphy For Issuer For With
2h Election of Director of Greenlight Reinsurance, Ltd: Joseph Platt For Issuer For With
2i Election of Director of Greenlight Reinsurance, Ltd: Hope Taitz For Issuer For With
3a Election of Director of Greenlight Reinsurance Ireland: Tim Courtis For Issuer For With
3b Election of Director of Greenlight Reinsurance Ireland: Philip Harkin For Issuer For With
3c Election of Director of Greenlight Reinsurance Ireland: Frank Lackner For Issuer For With
3d Election of Director of Greenlight Reinsurance Ireland: Patrick O'Brien For Issuer For With
3e Election of Director of Greenlight Reinsurance Ireland: Brendan Tuohy For Issuer For With
4 To consider and vote upon a proposal to ratify the appointment of BDO USA, LLP as the independent auditors of the Company for the fiscal year ending December 31, 2018. For Issuer For With
5 To consider and vote upon a proposal to ratify the appointment of BDO Cayman Ltd. as the independent auditors of Greenlight Reinsurance, Ltd. for the fiscal year ending December 31, 2018, which, pursuant to the Articles, is required to be considered by the shareholders of the Company. For Issuer For With

LIBERTY LATIN AMERICA LTD

Ticker Symbol:LILA Cusip Number:G5480U138
Record Date: 5/16/2018 Meeting Date: 5/17/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1.1 Election of Director: Charles 1.1 H.R. Bracken For Issuer For With
1.2 1.2 Election of Director: Balan Nair For Issuer For With
1.3 1.3 Election of Director: Eric L. Zinterhofer For Issuer For With
2 A proposal to appoint KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018 and to authorize our board of directors, acting by the audit committee, to determine the independent auditors remuneration. For Issuer For With
3 A proposal to approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement under the heading "Executive Officers and Directors Compensation." For Issuer For With
4 A proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held. For Issuer For With

LIBERTY TAX INC

Ticker Symbol:TAX Cusip Number:53128T102
Record Date: 5/28/2018 Meeting Date: 5/29/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR G. William Minner Thomas Herskovits Patrick A. Cozza Lawrence Miller For Issuer For With
2 Ratification of the appointment of Carr Riggs & Ingram LLC as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2018. For Issuer For With

LIBERTY TAX INC

Ticker Symbol:TAX Cusip Number:53128T102
Record Date: 9/14/2017 Meeting Date: 9/15/2017
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR JOHN R. GAREL STEVEN IBBOTSON ROSS N. LONGFIELD GEORGE T. ROBSON For Issuer For With
2 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING APRIL 30, 2018. For Issuer For With


* Management Recommended Vote
Leigh Baldwin Total Return Fund

ADOBE SYSTEMS INC

Ticker Symbol:ADBE Cusip Number:00724F101
Record Date: 4/11/2018 Meeting Date: 4/12/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of 1A. Director: Amy Banse For Issuer For With
1B 1B. Election of Director: Edward Barnholt For Issuer For With
1C 1C. Election of Director: Robert Burgess For Issuer For With
1D 1D. Election of Director: Frank Calderoni For Issuer For With
1E Election of Director: 1E. James Daley For Issuer For With
1F 1F. Election of Director: Laura Desmond For Issuer For With
1G 1G. Election of Director: Charles Geschke For Issuer For With
1H 1H. Election of Director: Shantanu Narayen For Issuer For With
1I 1I. Election of Director: Daniel Rosensweig For Issuer For With
1J 1J. Election of Director: John Warnock For Issuer For With
2 Approval of the 2003 Equity Incentive Plan as amended to increase the available share reserve by 7.5 million shares. For Issuer For With
3 Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending on November 30, 2018. For Issuer For With
4 Approval on an advisory basis of the compensation of the named executive officers. For Issuer For With

ADVANCED MICRO DEVICES INC

Ticker Symbol:AMD Cusip Number:007903107
Record Date: 5/1/2018 Meeting Date: 5/2/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of Director: 1a. John E. Caldwell For Issuer For With
1B 1b. Election of Director: Nora M. Denzel For Issuer For With
1C 1c. Election of Director: Mark Durcan For Issuer For With
1D 1d. Election of Director: Joseph A. Householder For Issuer For With
1E Election of Director: 1e. Michael J. Inglis For Issuer For With
1F 1f. Election of Director: John W. Marren For Issuer For With
1G 1g. Election of Director: Lisa T. Su For Issuer For With
1H 1h. Election of Director: Abhi Y. Talwalkar For Issuer For With
1I 1i. Election of Director: Ahmed Yahia For Issuer For With
2 Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year. For Issuer For With
3 Approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 1.5 billion shares to 2.25 billion shares. For Issuer For With
4 Advisory vote to approve the executive compensation of our named executive officers. For Issuer For With

ALERIAN MLP ETF

Ticker Symbol:AMLP Cusip Number:00162Q866
Record Date: 5/30/2018 Meeting Date: 5/31/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 To approve a new investment advisory agreement between the Trust, on behalf of each Fund, and ALPS Advisors. For Issuer For With
2 To approve a proposal that would authorize ALPS Advisors to enter into and materially amend subadvisory agreements in the future with whollyowned sub-advisers and unaffiliated sub- advisers, with the approval of the Board of Trustees of the Trust, but without obtaining additional Shareholder approval. For Issuer For With

ALI BABA GROUP HOLDING LTD.

Ticker Symbol:BABA Cusip Number:016099996
Record Date: 10/10/2017 Meeting Date: 10/18/2017
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 ELECTION OF DIRECTOR: JACK YUN MA (TO SERVE FOR A THREE YEAR TERM OR UNTIL SUCH DIRECTOR'S SUCCESSOR IS ELECTED OR APPOINTED AND DULY QUALIFIED.) For Issuer For With
1B ELECTION OF DIRECTOR: MASAYOSHI SON ( TO SERVE FOR A THREE YEAR TERM OR UNTIL SUCH DIRECTOR'S SUCCESSOR IS ELECTED OR APPOINTED AND DULY QUALIFIED.) For Issuer For With
1C ELECTION OF DIRECTOR: WALTER TEH MING KWAUK (TO SERVE FOR A THREE YEAR TERM OR UNTIL SUCH DIRECTOR'S SUCCESSOR IS ELECTED OR APPOINTED AND DULY QUALIFIED.) For Issuer For With
2 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY. For Issuer For With

AMGEN INC

Ticker Symbol:AMGN Cusip Number:031162100
Record Date: 5/21/2018 Meeting Date: 5/22/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1a. Dr. Wanda M. Austin For Issuer For With
1b 1b. Election of Director: Mr. Robert A. Bradway For Issuer For With
1c 1c. Election of Director: Dr. Brian J. Druker For Issuer For With
1d 1d. Election of Director: Mr. Robert A. Eckert For Issuer For With
1e Election of Director: 1e. Mr. Greg C. Garland For Issuer For With
1f 1f. Election of Director: Mr. Fred Hassan For Issuer For With
1g 1g. Election of Director: Dr. Rebecca M. Henderson For Issuer For With
1h 1h. Election of Director: Mr. Frank C. Herringer For Issuer For With
1i 1i. Election of Director: Mr. Charles M. Holley, Jr. For Issuer For With
1j 1j. Election of Director: Dr. Tyler Jacks For Issuer For With
1k 1k. Election of Director: Ms. Ellen J. Kullman For Issuer For With
1l Election of Director: 1l. Dr. Ronald D. Sugar For Issuer For With
1m 1m. Election of Director: Dr. R. Sanders Williams For Issuer For With
2 Advisory vote to approve our executive compensation. For Issuer For With
3 To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2018. For Issuer For With
4 Stockholder proposal for an annual report on the extent to which risks related to public concern over drug pricing strategies are integrated into our executive incentive compensation. Against Stockholder Against With

APPLE INC

Ticker Symbol:AAPL Cusip Number:037833100
Record Date: 2/12/2018 Meeting Date: 2/13/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of director: 1a. James Bell For Issuer For With
1b 1b. Election of director: Tim Cook For Issuer For With
1c 1c. Election of director: Al Gore For Issuer For With
1d Election of 1d. director: Bob Iger For Issuer For With
1e 1e. Election of director: Andrea Jung For Issuer For With
1f 1f. Election of director: Art Levinson For Issuer For With
1g 1g. Election of director: Ron Sugar For Issuer For With
1h 1h. Election of director: Sue Wagner For Issuer For With
2 Ratification of the appointment of Ernst & Young LLP as Apple's independent registered public accounting firm for 2018 For Issuer For With
3 Advisory vote to approve executive compensation For Issuer For With
4 Approval of the amended and restated Apple Inc. Non-Employee Director Stock Plan For Issuer For With
5 A shareholder proposal entitled "Shareholder Proxy Access Amendments" Against Stockholder Against With
6 A shareholder proposal entitled "Human Rights Committee" Against Stockholder Against With

APPLIED MATERIALS, INC

Ticker Symbol:AMAT Cusip Number:038222105
Record Date: 3/7/2018 Meeting Date: 3/8/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of Director: 1A. Judy Bruner For Issuer For With
1B 1B. Election of Director: Xun (Eric) Chen For Issuer For With
1C 1C. Election of Director: Aart J. de Geus For Issuer For With
1D 1D. Election of Director: Gary E. Dickerson For Issuer For With
1E Election of Director: 1E. Stephen R. Forrest For Issuer For With
1F 1F. Election of Director: Thomas J. Iannotti For Issuer For With
1G 1G. Election of Director: Alexander A. Karsner For Issuer For With
1H 1H. Election of Director: Adrianna C. Ma For Issuer For With
1I 1I. Election of Director: Scott A. McGregor For Issuer For With
1J 1J. Election of Director: Dennis D. Powell For Issuer For With
2 Approval, on an advisory basis, of the compensation of Applied Materials' named executive officers for fiscal year 2017. For Issuer For With
3 Ratification of the appointment of KPMG LLP as independent registered public accounting firm for fiscal year 2018. For Issuer For With
4 Shareholder proposal to provide for right to act by written consent. Against Stockholder Against With
5 Shareholder proposal for annual disclosure of EEO- 1 data. Against Stockholder Against With

AT&T INC

Ticker Symbol:T Cusip Number:00206R102
Record Date: 4/26/2018 Meeting Date: 4/27/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: Randall 1A. L. Stephenson For Issuer For With
1b 1B. Election of Director: Samuel A. Di Piazza, Jr. For Issuer For With
1c 1C. Election of Director: Richard W. Fisher For Issuer For With
1d 1D. Election of Director: Scott T. Ford For Issuer For With
1e Election of Director: 1E. Glenn H. Hutchins For Issuer For With
1f 1F. Election of Director: William E. Kennard For Issuer For With
1g 1G. Election of Director: Michael B. McCallister For Issuer For With
1h 1H. Election of Director: Beth E. Mooney For Issuer For With
1i 1I. Election of Director: Joyce M. Roche For Issuer For With
1j 1J. Election of Director: Matthew K. Rose For Issuer For With
1k 1K. Election of Director: Cynthia B. Taylor For Issuer For With
1l Election of Director: Laura 1L. D'Andrea Tyson For Issuer For With
1m 1M. Election of Director: Geoffrey Y. Yang For Issuer For With
2 2. Ratification of appointment of independent auditors. For Issuer For With
3 Advisory approval of executive compensation. For Issuer For With
4 Approve Stock Purchase and Deferral Plan. For Issuer For With
5 Approve 2018 Incentive Plan. For Issuer For With
6 Prepare 6. lobbying report. Against Stockholder Against With
7 Modify proxy access requirements. Against Stockholder Against With
8 Independent Chair. Against Stockholder Against With
9 Reduce vote required for written consent. Against Stockholder Against With

BANK OF AMERICA CORP

Ticker Symbol:BAC Cusip Number:060505682
Record Date: 4/24/2018 Meeting Date: 4/25/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of Director: 1A. Sharon L. Allen For Issuer For With
1B 1B. Election of Director: Susan S. Bies For Issuer For With
1C 1C. Election of Director: Jack O. Bovender, Jr. For Issuer For With
1D 1D. Election of Director: Frank P. Bramble, Sr. For Issuer For With
1E Election of Director: Pierre 1E. J. P. de Weck For Issuer For With
1F 1F. Election of Director: Arnold W. Donald For Issuer For With
1G 1G. Election of Director: Linda P. Hudson For Issuer For With
1H 1H. Election of Director: Monica C. Lozano For Issuer For With
1I 1I. Election of Director: Thomas J. May For Issuer For With
1J 1J. Election of Director: Brian T. Moynihan For Issuer For With
1K Election of Director: Lionel 1K. L. Nowell, III For Issuer For With
1L 1L. Election of Director: Michael D. White For Issuer For With
1M 1M. Election of Director: Thomas D. Woods For Issuer For With
1N 1N. Election of Director: R. David Yost For Issuer For With
1O 1O. Election of Director: Maria T. Zuber For Issuer For With
2 Approving Our Executive Compensation (an Advisory, Non-binding "Say on Pay" Resolution) For Issuer For With
3 Ratifying the Appointment of Our Independent Registered Public Accounting Firm for 2018 For Issuer For With
4 Stockholder Proposal - Independent Board Chairman Against Stockholder Against With

BERKSHIRE HATHAWAY INC

Ticker Symbol:BRK Cusip Number:084670702
Record Date: 5/4/2018 Meeting Date: 5/5/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR Warren E. Buffett Charles T. Munger Gregory E. Abel Howard G. Buffett Stephen B. Burke Susan L. Decker William H. Gates III David S. Gottesman Charlotte Guyman Ajit Jain Thomas S. Murphy Ronald L. Olson Walter Scott, Jr. Meryl B. Witmer For Issuer For With
2 Shareholder proposal regarding methane gas emissions. Against Stockholder Against With
3 Shareholder proposal regarding adoption of a policy to encourage Berkshire subsidiaries to issue annual sustainability reports. Against Stockholder Against With

CHIPOTLE MEXICAN GRILL INC

Ticker Symbol:CMG Cusip Number:169656105
Record Date: 5/21/2018 Meeting Date: 5/22/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR Al Baldocchi Paul Cappuccio Steve Ells Neil Flanzraich Robin Hickenlooper Kimbal Musk Ali Namvar Brian Niccol Matthew Paull For Issuer For With
2 An advisory vote to approve the compensation of our executive officers as disclosed in the proxy statement ("say-on-pay"). For Issuer For With
3 Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2018. For Issuer For With
4 Approval of the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan to authorize the issuance of an additional 1,270,000 shares of common stock under the plan and make other changes to the terms of the plan. For Issuer For With
5 A shareholder proposal, if properly presented at the meeting, requesting that the Board of Directors undertake steps to permit shareholder action by written consent without a meeting. Against Stockholder Against With

DELTA AIR LINES INC

Ticker Symbol:DAL Cusip Number:247361702
Record Date: 6/28/2018 Meeting Date: 6/29/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1a. Edward H. Bastian For Issuer For With
1b 1b. Election of Director: Francis S. Blake For Issuer For With
1c 1c. Election of Director: Daniel A. Carp For Issuer For With
1d 1d. Election of Director: Ashton B. Carter For Issuer For With
1e Election of Director: 1e. David G. DeWalt For Issuer For With
1f 1f. Election of Director: William H. Easter III For Issuer For With
1g 1g. Election of Director: Michael P. Huerta For Issuer For With
1h 1h. Election of Director: Jeanne P. Jackson For Issuer For With
1i 1i. Election of Director: George N. Mattson For Issuer For With
1j 1j. Election of Director: Douglas R. Ralph For Issuer For With
1k 1k. Election of Director: Sergio A.L. Rial For Issuer For With
1l Election of Director: 1l. Kathy N. Waller For Issuer For With
2 To approve, on an advisory basis, the compensation of Delta's named executive officers. For Issuer For With
3 To ratify the appointment of Ernst & Young LLP as Delta's independent auditors for the year ending December 31, 2018. For Issuer For With

EXXON MOBIL CORP

Ticker Symbol:XOM Cusip Number:30231G102
Record Date: 5/29/2018 Meeting Date: 5/30/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1a. Susan K. Avery For Issuer For With
1b 1b. Election of Director: Angela F. Braly For Issuer For With
1c 1c. Election of Director: Ursula M. Burns For Issuer For With
1d 1d. Election of Director: Kenneth C. Frazier For Issuer For With
1e Election of Director: 1e. Steven A. Kandarian For Issuer For With
1f 1f. Election of Director: Douglas R. Oberhelman For Issuer For With
1g 1g. Election of Director: Samuel J. Palmisano For Issuer For With
1h 1h. Election of Director: Steven S Reinemund For Issuer For With
1i 1i. Election of Director: William C. Weldon For Issuer For With
1j 1j. Election of Director: Darren W. Woods For Issuer For With
2 Ratification of Independent Auditors (page 25) For Issuer For With
3 Advisory Vote to Approve Executive Compensation (page 26) For Issuer For With
4 Independent 4. Chairman (page 54) Against Stockholder Against With
5 Special Shareholder Meetings (page 55) Against Stockholder Against With
6 Board Diversity Matrix (page 56) Against Stockholder Against With
7 Report on Lobbying (page 58) Against Stockholder Against With

EXXON MOBIL CORP

Ticker Symbol:XOM Cusip Number:30231G102
Record Date: 5/29/2018 Meeting Date: 5/30/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1a. Susan K. Avery For Issuer For With
1b 1b. Election of Director: Angela F. Braly For Issuer For With
1c 1c. Election of Director: Ursula M. Burns For Issuer For With
1d 1d. Election of Director: Kenneth C. Frazier For Issuer For With
1e Election of Director: 1e. Steven A. Kandarian For Issuer For With
1f 1f. Election of Director: Douglas R. Oberhelman For Issuer For With
1g 1g. Election of Director: Samuel J. Palmisano For Issuer For With
1h 1h. Election of Director: Steven S Reinemund For Issuer For With
1i 1i. Election of Director: William C. Weldon For Issuer For With
1j 1j. Election of Director: Darren W. Woods For Issuer For With
2 Ratification of Independent Auditors (page 25) For Issuer For With
3 Advisory Vote to Approve Executive Compensation (page 26) For Issuer For With
4 Independent 4. Chairman (page 54) Against Stockholder Against With
5 Special Shareholder Meetings (page 55) Against Stockholder Against With
6 Board Diversity Matrix (page 56) Against Stockholder Against With
7 Report on Lobbying (page 58) Against Stockholder Against With

FACEBOOK INC

Ticker Symbol:FB Cusip Number:30303M102
Record Date: 5/30/2018 Meeting Date: 5/31/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 ELECTION OF DIRECTORS Marc L. Andreessen Erskine B. Bowles Kenneth I. Chenault S. D. Desmond-Hellmann Reed Hastings Jan Koum Sheryl K. Sandberg Peter A. Thiel Mark Zuckerberg For Issuer For With
2 To ratify the appointment of Ernst & Young LLP as Facebook, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2018. For Issuer For With
3 A stockholder proposal regarding change in stockholder voting. Against Stockholder Against With
4 A stockholder proposal regarding a risk oversight committee. Against Stockholder Against With
5 A stockholder proposal regarding simple majority vote. Against Stockholder Against With
6 A stockholder proposal regarding a content governance report. Against Stockholder Against With
7 A stockholder proposal regarding median pay by gender. Against Stockholder Against With
8 A stockholder proposal regarding 8. tax principles. Against Stockholder Against With

FORD MOTOR COMPANY

Ticker Symbol:F Cusip Number:345370860
Record Date: 5/9/2018 Meeting Date: 5/10/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1a. Stephen G. Butler For Issuer For With
1b 1b. Election of Director: Kimberly A. Casiano For Issuer For With
1c 1c. Election of Director: Anthony F. Earley, Jr. For Issuer For With
1d 1d. Election of Director: Edsel B. Ford II For Issuer For With
1e Election of Director: William 1e. Clay Ford, Jr. For Issuer For With
1f 1f. Election of Director: James P. Hackett For Issuer For With
1g 1g. Election of Director: William W. Helman IV For Issuer For With
1h 1h. Election of Director: William E. Kennard For Issuer For With
1i 1i. Election of Director: John C. Lechleiter For Issuer For With
1j 1j. Election of Director: Ellen R. Marram For Issuer For With
1k 1k. Election of Director: John L. Thornton For Issuer For With
1l Election of Director: 1l. John B. Veihmeyer For Issuer For With
1m 1m. Election of Director: Lynn M. Vojvodich For Issuer For With
1n 1n. Election of Director: John S. Weinberg For Issuer For With
2 Ratification of Independent Registered Public Accounting Firm. For Issuer For With
3 Say-on-Pay - An Advisory Vote to Approve the Compensation of the Named Executives. For Issuer For With
4 Approval of the 2018 Long-Term Incentive Plan. For Issuer For With
5 Relating to Consideration of a Recapitalization Plan to Provide That All of the Company's Outstanding Stock Have One Vote Per Share. Against Stockholder Against With
6 Relating to Disclosure of the Company's Lobbying Activities and Expenditures. Against Stockholder Against With
7 Relating to Report 7. on CAFE Standards. Against Stockholder Against With
8 Relating to Disclosure of the Company's Political Activities and Expenditures. Against Stockholder Against With

GENERAL MOTORS COMPANY

Ticker Symbol:GM Cusip Number:370442105
Record Date: 6/11/2018 Meeting Date: 6/12/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1a. Mary T. Barra For Issuer For With
1b 1b. Election of Director: Linda R. Gooden For Issuer For With
1c 1c. Election of Director: Joseph Jimenez For Issuer For With
1d 1d. Election of Director: Jane L. Mendillo For Issuer For With
1e Election of Director: 1e. Michael G. Mullen For Issuer For With
1f 1f. Election of Director: James J. Mulva For Issuer For With
1g 1g. Election of Director: Patricia F. Russo For Issuer For With
1h 1h. Election of Director: Thomas M. Schoewe For Issuer For With
1i 1i. Election of Director: Theodore M. Solso For Issuer For With
1j 1j. Election of Director: Carol M. Stephenson For Issuer For With
1k 1k. Election of Director: Devin N. Wenig For Issuer For With
2 Approval of, on an Advisory Basis, Named Executive Officer Compensation For Issuer For With
3 Ratification of the Selection of Ernst & Young LLP as GM's Independent Registered Public Accounting Firm for 2018 For Issuer For With
4 Shareholder Proposal Regarding Independent Board Chairman Against Stockholder Against With
5 Shareholder Proposal Regarding Shareholder Right to Act by Written Consent Against Stockholder Against With
6 Shareholder Proposal Regarding Report on Greenhouse Gas Emissions and CAFE Standards Against Stockholder Against With

GOLDMAN SACHS GROUP INC

Ticker Symbol:GS Cusip Number:38141G104
Record Date: 5/1/2018 Meeting Date: 5/2/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1a. Lloyd C. Blankfein For Issuer For With
1b 1b. Election of Director: M. Michele Burns For Issuer For With
1c 1c. Election of Director: Mark A. Flaherty For Issuer For With
1d 1d. Election of Director: William W. George For Issuer For With
1e Election of Director: 1e. James A. Johnson For Issuer For With

HARLEY-DAVIDSON INC

Ticker Symbol:HOG Cusip Number:412822108
Record Date: 5/9/2018 Meeting Date: 5/10/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR Troy Alstead R. John Anderson Michael J. Cave Allan Golston Matthew S. Levatich Sara L. Levinson N. Thomas Linebarger Brian R. Niccol Maryrose T. Sylvester Jochen Zeitz For Issuer For With
2 To approve, by advisory vote, the compensation of our Named Executive Officers. For Issuer For With
3 To approve the Amended and Restated Harley- Davidson, Inc. Director Stock Plan. For Issuer For With
4 To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018. For Issuer For With

HEWLETT PACKARD ENTERPRISE COMPANY

Ticker Symbol:HPE Cusip Number:42824C109
Record Date: 4/3/2018 Meeting Date: 4/4/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: 1A. DANIEL AMMANN For Issuer For With
1B ELECTION OF DIRECTOR: MICHAEL J. ANGELAKIS For Issuer For With
1C ELECTION OF DIRECTOR: LESLIE A. BRUN For Issuer For With
1D 1D. Election of Director: Pamela L. Carter For Issuer For With
1E Election of Director: 1E. Raymond J. Lane For Issuer For With
1F 1F. Election of Director: Ann M. Livermore For Issuer For With
1G 1G. Election of Director: Antonio F. Neri For Issuer For With
1H 1H. Election of Director: Raymond E. Ozzie For Issuer For With
1I 1I. Election of Director: Gary M. Reiner For Issuer For With
1J 1J. Election of Director: Patricia F. Russo For Issuer For With
1K 1K. Election of Director: Lip-Bu Tan For Issuer For With
1L Election of Director: 1L. Margaret C. Whitman For Issuer For With
1M 1M. Election of Director: Mary Agnes Wilderotter For Issuer For With
2 Ratification of the appointment of the independent registered public accounting firm for the fiscal year ending October 31, 2018 For Issuer For With
3 Advisory vote to approve executive compensation For Issuer For With
4 Stockholder proposal related to action by Written Consent of Stockholders Against Stockholder Against With

INTERNATIONAL BUSINESS MACHINES CORP

Ticker Symbol:IBM Cusip Number:459200101
Record Date: 4/23/2018 Meeting Date: 4/24/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director for a Term of One Year: K.I. Chenault For Issuer For With
1b Election of Director for a Term of One Year: M.L. Eskew For Issuer For With
1c Election of Director for a Term of One Year: D.N. Farr For Issuer For With
1d Election of Director for a Term of One Year: A. Gorsky For Issuer For With
1e Election of Director for a Term of One Year: S.A. Jackson For Issuer For With
1f Election of Director for a Term of One Year: A.N. Liveris For Issuer For With
1g Election of Director for a Term of One Year: H.S. Olayan For Issuer For With
1h Election of Director for a Term of One Year: J.W. Owens For Issuer For With
1i Election of Director for a Term of One Year: V.M. Rometty For Issuer For With
1j Election of Director for a Term of One Year: J.R. Swedish For Issuer For With
1k Election of Director for a Term of One Year: S. Taurel For Issuer For With
1l Election of Director for a Term of One Year: P.R. Voser For Issuer For With
1m Election of Director for a Term of One Year: F.H. Waddell For Issuer For With
2 Ratification of Appointment of Independent Registered Public Accounting Firm For Issuer For With
3 Advisory Vote on Executive 3. Compensation For Issuer For With
4 Stockholder Proposal on Lobbying Disclosure Against Stockholder Against With
5 Stockholder Proposal on Shareholder Ability to Call a Special Shareholder Meeting Against Stockholder Against With
6 Stockholder Proposal to Have an Independent Board Chairman Against Stockholder Against With

JOHNSON & JOHNSON

Ticker Symbol:JNJ Cusip Number:478160104
Record Date: 4/25/2016 Meeting Date: 4/26/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1a. Mary C. Beckerle For Issuer For With
1b 1b. Election of Director: D. Scott Davis For Issuer For With
1c 1c. Election of Director: Ian E. L. Davis For Issuer For With
1d 1d. Election of Director: Jennifer A. Doudna For Issuer For With
1e Election of Director: 1e. Alex Gorsky For Issuer For With
1f 1f. Election of Director: Mark B. McClellan For Issuer For With
1g 1g. Election of Director: Anne M. Mulcahy For Issuer For With
1h 1h. Election of Director: William D. Perez For Issuer For With
1i 1i. Election of Director: Charles Prince For Issuer For With
1j 1j. Election of Director: A. Eugene Washington For Issuer For With
1k 1k. Election of Director: Ronald A. Williams For Issuer For With
2 Advisory Vote to Approve Named Executive Officer Compensation For Issuer For With
3 Ratification of Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for 2018 For Issuer For With
4 Shareholder Proposal - Accounting for Litigation and Compliance in Executive Compensation Performance Measures Against Stockholder Against With
5 Shareholder Proposal - Amendment to Shareholder Ability to Call Special Shareholder Meeting Against Stockholder Against With

JPMORGAN CHASE & CO

Ticker Symbol:JPM Cusip Number:46625H100
Record Date: 5/14/2018 Meeting Date: 5/15/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1a. Linda B. Bammann For Issuer For With
1b 1b. Election of Director: James A. Bell For Issuer For With
1c 1c. Election of Director: Stephen B. Burke For Issuer For With
1d 1d. Election of Director: Todd A. Combs For Issuer For With
1e Election of Director: 1e. James S. Crown For Issuer For With
1f 1f. Election of Director: James Dimon For Issuer For With
1g 1g. Election of Director: Timothy P. Flynn For Issuer For With
1h 1h. Election of Director: Mellody Hobson For Issuer For With
1i 1i. Election of Director: Laban P. Jackson Jr. For Issuer For With
1j 1j. Election of Director: Michael A. Neal For Issuer For With
1k 1k. Election of Director: Lee R. Raymond For Issuer For With
1l Election of Director: 1l. William C. Weldon For Issuer For With
2 Ratification of special meeting provisions in the Firm's By-Laws For Issuer For With
3 Advisory resolution to approve executive compensation For Issuer For With
4 Approval of Amended and Restated Long-Term Incentive Plan effective May 15, 2018 For Issuer For With
5 Ratification of independent registered public accounting firm For Issuer For With
6 Independent Board chairman Against Stockholder Against With
7 Vesting for 7. government service Against Stockholder Against With
8 Proposal to report on investments tied to genocide Against Stockholder Against With
9 Cumulative voting Against Stockholder Against With

KOHL'S CORPORATION

Ticker Symbol:KSS Cusip Number:500255104
Record Date: 5/15/2018 Meeting Date: 5/16/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1a. Peter Boneparth For Issuer For With
1b 1b. Election of Director: Steven A. Burd For Issuer For With
1c 1c. Election of Director: H. Charles Floyd For Issuer For With
1d 1d. Election of Director: Michelle Gass For Issuer For With
1e Election of Director: 1e. Jonas Prising For Issuer For With
1f 1f. Election of Director: John E. Schlifske For Issuer For With
1g 1g. Election of Director: Adrianne Shapira For Issuer For With
1h 1h. Election of Director: Frank V. Sica For Issuer For With
1i 1i. Election of Director: Stephanie A. Streeter For Issuer For With
1j 1j. Election of Director: Nina G. Vaca For Issuer For With
1k 1k. Election of Director: Stephen E. Watson For Issuer For With
2 Ratify Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending February 2, 2019. For Issuer For With
3 Advisory Vote on Approval of the Compensation of our Named Executive Officers. For Issuer For With
4 Shareholder Proposal: Shareholder Right to Act by Written Consent. Against Stockholder For Against

MACY'S INC

Ticker Symbol:M Cusip Number:55616P104
Record Date: 5/17/2018 Meeting Date: 5/18/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1a. Francis S. Blake For Issuer For With
1b 1b. Election of Director: John A. Bryant For Issuer For With
1c 1c. Election of Director: Deirdre P. Connelly For Issuer For With
1d 1d. Election of Director: Jeff Gennette For Issuer For With
1e Election of Director: 1e. Leslie D. Hale For Issuer For With
1f 1f. Election of Director: William H. Lenehan For Issuer For With
1g 1g. Election of Director: Sara Levinson For Issuer For With
1h 1h. Election of Director: Joyce M. Roche For Issuer For With
1i 1i. Election of Director: Paul C. Varga For Issuer For With
1j 1j. Election of Director: Marna C. Whittington For Issuer For With
2 Ratification of the appointment of KPMG LLP as Macy's independent registered public accounting firm for the fiscal year ending February 2, 2019. For Issuer For With
3 Advisory vote to approve named executive officer compensation. For Issuer For With
4 Approval of the 2018 Equity and Incentive Compensation Plan. For Issuer For With

MEDTRONIC PLC

Ticker Symbol:MDT Cusip Number:G5960L103
Record Date: 12/7/2017 Meeting Date: 12/8/2017
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: RICHARD H. ANDERSON For Issuer For With
1B ELECTION OF DIRECTOR: 1B. CRAIG ARNOLD For Issuer For With
1C ELECTION OF DIRECTOR: SCOTT C. DONNELLY For Issuer For With
1D ELECTION OF DIRECTOR: RANDALL HOGAN III For Issuer For With
1E ELECTION OF DIRECTOR: 1E. OMAR ISHRAK For Issuer For With
1F ELECTION OF DIRECTOR: SHIRLEY A. JACKSON, PH.D. For Issuer For With
1G ELECTION OF DIRECTOR: MICHAEL O. LEAVITT For Issuer For With
1H ELECTION OF DIRECTOR: JAMES T. LENEHAN For Issuer For With
1I ELECTION OF DIRECTOR: ELIZABETH NABEL, M.D. For Issuer For With
1J ELECTION OF DIRECTOR: DENISE M. O'LEARY For Issuer For With
1K ELECTION OF DIRECTOR: 1K. KENDALL J. POWELL For Issuer For With
1L 1L. ELECTION OF DIRECTOR: ROBERT C. POZEN For Issuer For With
2 TO RATIFY, IN A NON-BINDING VOTE, THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS MEDTRONIC'S INDEPENDENT AUDITOR FOR FISCAL YEAR 2018 AND AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO SET THE AUDITOR'S REMUNERATION. For Issuer For With
3 TO APPROVE IN A NON-BINDING ADVISORY VOTE, NAMED EXECUTIVE OFFICER COMPENSATION (A "SAY-ON-PAY" VOTE). For Issuer For With
4 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE MEDTRONIC PLC AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLAN. For Issuer For With

MERCK & CO INC

Ticker Symbol:MRK Cusip Number:58933Y105
Record Date: 5/21/2018 Meeting Date: 5/22/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1a. Leslie A. Brun For Issuer For With
1b 1b. Election of Director: Thomas R. Cech For Issuer For With
1c 1c. Election of Director: Pamela J. Craig For Issuer For With
1d 1d. Election of Director: Kenneth C. Frazier For Issuer For With
1e Election of Director: 1e. Thomas H. Glocer For Issuer For With
1f 1f. Election of Director: Rochelle B. Lazarus For Issuer For With
1g 1g. Election of Director: John H. Noseworthy For Issuer For With
1h 1h. Election of Director: Paul B. Rothman For Issuer For With
1i 1i. Election of Director: Patricia F. Russo For Issuer For With
1j 1j. Election of Director: Craig B. Thompson For Issuer For With
1k 1k. Election of Director: Inge G. Thulin For Issuer For With
1l Election of Director: 1l. Wendell P. Weeks For Issuer For With
1m 1m. Election of Director: Peter C. Wendell For Issuer For With
2 Non-binding advisory vote to approve the compensation of our named executive officers. For Issuer For With
3 Ratification of the appointment of the Company's independent registered public accounting firm for 2018. For Issuer For With
4 Shareholder proposal concerning shareholders' right to act by written consent. Against Stockholder Against With

MICROSOFT CORP

Ticker Symbol:MSFT Cusip Number:594918104
Record Date: 11/28/2017 Meeting Date: 11/29/2017
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: WILLIAM 1A. H. GATES III For Issuer For With
1B 1B. ELECTION OF DIRECTOR: REID G. HOFFMAN For Issuer For With
1C 1C. ELECTION OF DIRECTOR: HUGH F. JOHNSTON For Issuer For With
1D D. ELECTION OF DIRECTOR: TERI L. LIST-STOLL For Issuer For With
1E ELECTION OF DIRECTOR: 1E. SATYA NADELLA For Issuer For With
1F 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI For Issuer For With
1G 1G. ELECTION OF DIRECTOR: HELMUT PANKE For Issuer For With
1H ELECTION OF DIRECTOR: SANDRA E. PETERSON For Issuer For With
1I ELECTION OF DIRECTOR: PENNY S. PRITZKER For Issuer For With
1J 1J. ELECTION OF DIRECTOR: CHARLES W. SCHARF For Issuer For With
1K 1K. ELECTION OF DIRECTOR: ARNE M. SORENSON For Issuer For With
1L ELECTION OF DIRECTOR: 1L. JOHN W. STANTON For Issuer For With
1M 1M. ELECTION OF DIRECTOR: JOHN W. THOMPSON For Issuer For With
1N ELECTION OF DIRECTOR: PADMASREE WARRIOR For Issuer For With
2 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION For Issuer For With
3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION For Issuer For With
4 RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2018 For Issuer For With
5 APPROVAL OF MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE EXECUTIVE INCENTIVE PLAN For Issuer For With
6 APPROVAL OF THE MICROSOFT CORPORATION 2017 STOCK PLAN For Issuer For With

NIKE, INC

Ticker Symbol:NKE Cusip Number:654106103
Record Date: 9/20/2017 Meeting Date: 9/21/2017
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR ALAN B. GRAF, JR. JOHN C. LECHLEITER MICHELLE A. PELUSO For Issuer For With
2 TO APPROVE EXECUTIVE COMPENSATION BY AN ADVISORY VOTE. For Issuer For With
3 TO APPROVE THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION BY AN ADVISORY VOTE. For Issuer For With
4 TO APPROVE THE NIKE, INC. LONG-TERM INCENTIVE PLAN, AS AMENDED. For Issuer For With
5 TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS DISCLOSURE. Against Issuer Against With
6 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Against Issuer For Against

ORACLE CORP

Ticker Symbol:ORCL Cusip Number:68389X105
Record Date: 11/14/2017 Meeting Date: 11/15/2017
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR JEFFREY S. BERG MICHAEL J. BOSKIN SAFRA A. CATZ BRUCE R. CHIZEN GEORGE H. CONRADES LAWRENCE J. ELLISON HECTOR GARCIA-MOLINA JEFFREY O. HENLEY MARK V. HURD RENEE J. JAMES LEON E. PANETTA NAOMI O. SELIGMAN For Issuer For With
2 ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. For Issuer For With
3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS. For Issuer For With
4 APPROVAL OF THE ORACLE CORPORATION AMENDED AND RESTATED 2000 LONG- TERM EQUITY INCENTIVE PLAN. For Issuer For With
5 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2018. For Issuer For With
6 STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS REPORT. Against Stockholder Against With
7 STOCKHOLDER PROPOSAL REGARDING PAY EQUITY REPORT. Against Stockholder Against With
8 STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS REFORM. Against Stockholder Against With

PAYCHEX INC

Ticker Symbol:PAYX Cusip Number:704326107
Record Date: 10/10/2017 Meeting Date: 10/11/2017
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A ELECTION OF DIRECTOR: 1A. B. THOMAS GOLISANO For Issuer For With
1B 1B. ELECTION OF DIRECTOR: THOMAS F. BONADIO For Issuer For With
1C 1C. ELECTION OF DIRECTOR: JOSEPH G. DOODY For Issuer For With
1D 1D. ELECTION OF DIRECTOR: DAVID J.S. FLASCHEN For Issuer For With
1E 1E. ELECTION OF DIRECTOR: PHILLIP HORSLEY For Issuer For With
1F 1F. ELECTION OF DIRECTOR: GRANT M. INMAN For Issuer For With
1G 1G. ELECTION OF DIRECTOR: MARTIN MUCCI For Issuer For With
1H 1H. ELECTION OF DIRECTOR: JOSEPH M. TUCCI For Issuer For With
1I 1I. ELECTION OF DIRECTOR: JOSEPH M. VELLI For Issuer For With
1J 1J. ELECTION OF DIRECTOR: KARA WILSON For Issuer For With
2 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. For Issuer For With
3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION. For Issuer For With
4 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. For Issuer For With

PFIZER INC

Ticker Symbol:PFE Cusip Number:717081103
Record Date: 4/25/2018 Meeting Date: 4/26/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1a. Dennis A. Ausiello For Issuer For With
1b 1b. Election of Director: Ronald E. Blaylock For Issuer For With
1c 1c. Election of Director: Albert Bourla For Issuer For With
1d 1d. Election of Director: W. Don Cornwell For Issuer For With
1e Election of Director: Joseph 1e. J. Echevarria For Issuer For With
1f 1f. Election of Director: Helen H. Hobbs For Issuer For With
1g 1g. Election of Director: James M. Kilts For Issuer For With
1h 1h. Election of Director: Dan R. Littman For Issuer For With
1i 1i. Election of Director: Shantanu Narayen For Issuer For With
1j 1j. Election of Director: Suzanne Nora Johnson For Issuer For With
1k 1k. Election of Director: Ian C. Read For Issuer For With
1l Election of Director: 1l. James C. Smith For Issuer For With
2 Ratify the selection of KPMG LLP as independent registered public accounting firm for 2018 For Issuer For With
3 2018 Advisory approval of executive compensation For Issuer For With
4 Approval of the Pfizer Inc. French Sub-Plan under the 2014 Stock Plan For Issuer For With
5 Shareholder proposal regarding right to act by written consent Against Stockholder Against With
6 Shareholder proposal regarding independent chair policy Against Stockholder Against With
7 Shareholder proposal regarding report on lobbying activities Against Stockholder Against With

SCHLUMBERGER LIMITED

Ticker Symbol:SLB Cusip Number:806857108
Record Date: 4/3/2018 Meeting Date: 4/4/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1A. Peter L.S. Currie For Issuer For With
1b 1B. Election of Director: Miguel M. Galuccio For Issuer For With
1c 1C. Election of Director: V. Maureen Kempston Darkes For Issuer For With
1d 1D. Election of Director: Paal Kibsgaard For Issuer For With
1e Election of Director: 1E. Nikolay Kudryavtsev For Issuer For With
1f 1F. Election of Director: Helge Lund For Issuer For With
1g 1G. Election of Director: Michael E. Marks For Issuer For With
1h 1H. Election of Director: Indra K. Nooyi For Issuer For With
1i 1I. Election of Director: Lubna S. Olayan For Issuer For With
1j 1J. Election of Director: Leo Rafael Reif For Issuer For With
1k 1K. Election of Director: Henri Seydoux For Issuer For With
2 To approve, on an advisory basis, the Company's executive compensation. For Issuer For With
3 To report on the course of business during the year ended December 31, 2017; and approve our consolidated balance sheet as of December 31, 2017; our consolidated statement of income for the year ended December 31, 2017; and our Board of Directors' declarations of dividends in 2017, as reflected in our 2017 Annual Report to Stockholders. For Issuer For With
4 To ratify the appointment of PricewaterhouseCoopers LLP as independent auditors for 2018. For Issuer For With
5 To approve amended and restated French Sub Plan for purposes of qualification under French Law. For Issuer For With

STARBUCKS CORP

Ticker Symbol:SBUX Cusip Number:855244109
Record Date: 3/20/2018 Meeting Date: 3/21/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of Director: 1A. Howard Schultz For Issuer For With
1B 1B. Election of Director: Rosalind G. Brewer For Issuer For With
1C 1C. Election of Director: Mary N. Dillon For Issuer For With
1D 1D. Election of Director: Mellody Hobson For Issuer For With
1E Election of Director: 1E. Kevin R. Johnson For Issuer For With
1F 1F. Election of Director: Jorgen Vig Knudstorp For Issuer For With
1G 1G. Election of Director: Satya Nadella For Issuer For With
1H 1H. Election of Director: Joshua Cooper Ramo For Issuer For With
1I 1I. Election of Director: Clara Shih For Issuer For With
1J 1J. Election of Director: Javier G. Teruel For Issuer For With
1K 1K. Election of Director: Myron E. Ullman, III For Issuer For With
1L Election of Director: 1L. Craig E. Weatherup For Issuer For With
2 Advisory resolution to approve our executive compensation. For Issuer For With
3 Ratification of selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2018. For Issuer For With
4 Proxy Access Bylaw Amendments. For Issuer For With
5 Report on Sustainable Packaging. Against Stockholder Against With
6 Report on Paid Family Leave. Against Stockholder Against With
7 Diversity Report. Against Stockholder Against With

SUNCOR ENERGY INC

Ticker Symbol:SU Cusip Number:867224107
Record Date: 5/2/2018 Meeting Date: 4/29/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 DIRECTOR Patricia M. Bedient Mel E. Benson Jacynthe Cote Dominic D'Alessandro John D. Gass Dennis M. Houston Maureen McCaw Eira M. Thomas Steven W. Williams Michael M. Wilson For Issuer For With
2 Re-appointment of PricewaterhouseCoopers LLP as auditor of Suncor Energy Inc. for the ensuing year. For Issuer For With
3 To accept the approach to executive compensation disclosed in the Management Proxy Circular of Suncor Energy Inc. dated March 1, 2018. For Issuer For With

THE TRAVELERS COMPANIES INC

Ticker Symbol:TRV Cusip Number:89417E109
Record Date: 5/22/2018 Meeting Date: 5/23/2018
Proposal # Proposal Vote Author MRV* vs. Mgmt
1a Election of Director: 1a. Alan L. Beller For Issuer For With
1b 1b. Election of Director: John H. Dasburg For Issuer For With
1c 1c. Election of Director: Janet M. Dolan For Issuer For With
1d 1d. Election of Director: Kenneth M. Duberstein For Issuer For With
1e Election of Director: 1e. Patricia L. Higgins For Issuer For With
1f 1f. Election of Director: William J. Kane For Issuer For With
1g 1g. Election of Director: Clarence Otis Jr. For Issuer For With
1h 1h. Election of Director: Philip T. Ruegger III For Issuer For With
1i 1i. Election of Director: Todd C. Schermerhorn For Issuer For With
1j 1j. Election of Director: Alan D. Schnitzer For Issuer For With
1k 1k. Election of Director: Donald J. Shepard For Issuer For With
1l Election of Director: 1l. Laurie J. Thomsen For Issuer For With
2 Ratification of the appointment of KPMG LLP as The Travelers Companies, Inc. independent registered public accounting firm for 2018. For Issuer For With
3 Non-binding vote to approve executive compensation. For Issuer For With
4 Shareholder proposal relating to a diversity report, including EEOC data, if presented at the Annual Meeting of Shareholders. Against Stockholder Against With


* Management Recommended Vote
Camelot Event Driven Fund

No votes have been cast on securities by this fund during the reporting period.

 




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.



Frank Funds


By /s/Brian J. Frank

* Brian J. Frank

President


By /s/Monique M. Weiss

* Monique M. Weiss

Secretary


Date: August 15, 2018


*Print the name and title of each signing officer under his or her signature.