N-PX 1 franknpx201908.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, 2019

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: 2/28/2019	Meeting Date: 3/1/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of director: 1a. James Bell

For

Issuer

For

With

1b. Election of director: Tim Cook

For

Issuer

For

With

1c. Election of director: Al Gore

For

Issuer

For

With

Election of 1d. director: Bob Iger

For

Issuer

For

With

1e. Election of director: Andrea Jung

For

Issuer

For

With

1f. Election of director: Art Levinson

For

Issuer

For

With

1g. Election of director: Ron Sugar

For

Issuer

For

With

1h. Election of director: Sue Wagner

For

Issuer

For

With

Ratification of the appointment of Ernst & Young LLP as Apple's independent registered public accounting firm for 2019

For

Issuer

For

With

Advisory vote to approve executive compensation

For

Issuer

For

With

A shareholder proposal entitled "Shareholder Proxy Access Amendments"

Against

Stockholder

For

With

A shareholder proposal entitled "True Diversity Board Policy"

Against

Stockholder

For

With

BARRICK GOLD CORPORATION

	Ticker Symbol:ABX	Cusip Number:067901108
	Record Date: 10/31/2018	Meeting Date: 11/5/2018

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ORDINARY RESOLUTION APPROVING THE SHARE ISSUANCE by Barrick of such number of common shares of Barrick as are required to be issued in connection with the acquisition of the issued and to be issued ordinary shares of Randgold Resources Limited, the full text of which is set out in Schedule A of Barrick's management information circular for the Special Meeting

For

Issuer

For

With

SPECIAL RESOLUTION APPROVING THE CONTINUANCE of Barrick to the Province of British Columbia under the Business Corporations Act (British Columbia), the full text of which is set out in Schedule B of Barrick's management information circular for the Special Meeting

For

Issuer

For

With

BARRICK GOLD CORPORATION

	Ticker Symbol:GOLD	Cusip Number:067901AH1
	Record Date: 5/2/2019	Meeting Date: 5/7/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR D. M. Bristow G. A. Cisneros C. L. Coleman J. M. Evans B. L. Greenspun J. B. Harvey A. J. Quinn J. L. Thornton

For

Issuer

For

With

RESOLUTION APPROVING THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP as the auditor of Barrick and authorizing the directors to fix its remuneration

For

Issuer

For

With

ADVISORY RESOLUTION ON APPROACH TO EXECUTIVE COMPENSATION

For

Issuer

For

With

BERKSHIRE HATHAWAY INC.

	Ticker Symbol:BRKB	Cusip Number:084670702
	Record Date: 5/3/2019	Meeting Date: 5/4/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

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

EVERQUOTE INC

	Ticker Symbol:EVER	Cusip Number:30041R108
	Record Date: 6/10/2019	Meeting Date: 6/11/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR David Blundin Sanju Bansal Seth Birnbaum Paul Deninger John Lunny George Neble John Shields Mira Wilczek

For

Issuer

For

With

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

For

Issuer

For

With

GAMESTOP CORP.

	Ticker Symbol:GME	Cusip Number:36467W109
	Record Date: 6/24/2019	Meeting Date: 6/25/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: 1a. Jerome L. Davis

For

Issuer

For

With

Election of Director: Daniel A. DeMatteo

For

Issuer

For

With

Election of Director: Lizabeth Dunn

For

Issuer

For

With

Election of Director: 1d. Raul J. Fernandez

For

Issuer

For

With

Election of Director: Thomas N. Kelly Jr.

For

Issuer

For

With

Election of Director: Steven R. Koonin

For

Issuer

For

With

Election of Director: George E. Sherman

For

Issuer

For

With

Election of Director: Gerald R. Szczepanski

For

Issuer

For

With

Election of Director: Carrie W. Teffner

For

Issuer

For

With

Election of Director: 1j. Kathy P. Vrabeck

For

Issuer

For

With

Election of Director: Lawrence S. Zilavy

For

Issuer

For

With

Advisory vote on executive compensation

For

Issuer

For

With

Approve the GameStop Corp. 2019 Incentive Plan

For

Issuer

For

With

Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2019

For

Issuer

For

With

GOLDCORP INC.

	Ticker Symbol:GG	Cusip Number:380956409
	Record Date: 4/1/2019	Meeting Date: 4/4/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

A special resolution to approve an arrangement under Section 182 of the Business Corporations Act (Ontario) involving the Company and Newmont Mining Corporation, all as more particularly described in the management information circular of the Company dated March 4, 2019.

For

Issuer

For

With

GREENLIGHT CAPITAL RE, LTD.

	Ticker Symbol:GLRE	Cusip Number:G4095J109
	Record Date: 5/1/2019	Meeting Date: 5/2/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: 1a. Alan Brooks

For

Issuer

For

With

1b. Election of Director: Simon Burton

For

Issuer

For

With

1c. Election of Director: David Einhorn

For

Issuer

For

With

1d. Election of Director: Leonard Goldberg

For

Issuer

For

With

Election of Director: 1e. Ian Isaacs

For

Issuer

For

With

1f. Election of Director: Frank Lackner

For

Issuer

For

With

1g. Election of Director: Bryan Murphy

For

Issuer

For

With

1h. Election of Director: Joseph Platt

For

Issuer

For

With

1i. Election of Director: Hope Taitz

For

Issuer

For

With

Election of Director of Greenlight Reinsurance, Ltd: Alan Brooks

For

Issuer

For

With

Election of Director of Greenlight Reinsurance, Ltd: Simon Burton

For

Issuer

For

With

Election of Director of Greenlight Reinsurance, Ltd: David Einhorn

For

Issuer

For

With

Election of Director of Greenlight Reinsurance, Ltd: Leonard Goldberg

For

Issuer

For

With

Election of Director of Greenlight Reinsurance, Ltd: Ian Isaacs

For

Issuer

For

With

Election of Director of Greenlight Reinsurance, Ltd: Frank Lackner

For

Issuer

For

With

Election of Director of Greenlight Reinsurance, Ltd: Bryan Murphy

For

Issuer

For

With

Election of Director of Greenlight Reinsurance, Ltd: Joseph Platt

For

Issuer

For

With

Election of Director of Greenlight Reinsurance, Ltd: Hope Taitz

For

Issuer

For

With

Election of Director of Greenlight Reinsurance Ireland: Michael Brady

For

Issuer

For

With

Election of Director of Greenlight Reinsurance Ireland: Lesley Caslin

For

Issuer

For

With

Election of Director of Greenlight Reinsurance Ireland: Tim Courtis

For

Issuer

For

With

Election of Director of Greenlight Reinsurance Ireland: Bryan Murphy

For

Issuer

For

With

Election of Director of Greenlight Reinsurance Ireland: Patrick O'Brien

For

Issuer

For

With

Election of Director of Greenlight Reinsurance Ireland: Daniel Roitman

For

Issuer

For

With

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, 2019.

For

Issuer

For

With

GREENLIGHT CAPITAL RE, LTD.

	Ticker Symbol:GLRE	Cusip Number:G4095J109
	Record Date: 5/1/2019	Meeting Date: 5/2/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

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, 2019, which, pursuant to the Articles, is required to be considered by the shareholders of the Company.

For

Issuer

For

With

To consider and vote upon a proposal to ratify the appointment of BDO, Registered Auditors in Ireland, as the independent auditors of Greenlight Reinsurance Ireland, Designated Activity Company for the fiscal year ending December 31, 2019, which, pursuant to the Articles, is required to be considered by the shareholders of the Company.

For

Issuer

For

With

To consider and cast a non-binding advisory vote on a resolution approving the compensation of the Company's named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

For

Issuer

For

With

LIBERTY LATIN AMERICA LTD.

	Ticker Symbol:LILAK	Cusip Number:G5480U153
	Record Date: 5/15/2019	Meeting Date: 5/16/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1.1

Election of Director: 1.1 John C. Malone

For

Issuer

For

With

1.2

Election of Director: Miranda Curtis

For

Issuer

For

With

1.3

Election of Director: Brendan Paddick

For

Issuer

For

With

A proposal to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019, and to authorize the Board, acting by the audit committee,to determine the independent auditors remuneration.

For

Issuer

For

With

A proposal to approve the Liberty Latin America 2018 Incentive Plan as described in this proxy statement.

For

Issuer

For

With

A proposal to approve, on an advisory basis, the Liberty Latin America 2018 Nonemployee Director Incentive Plan as described in this proxy statement.

For

Issuer

For

With

LIBERTY TAX INC.

	Ticker Symbol:TAXA	Cusip Number:53128T102
	Record Date: 12/12/2018	Meeting Date: 12/13/2018

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR Matthew Avril Patrick A. Cozza Thomas Herskovits Brian R. Kahn Andrew M. Laurence Lawrence Miller G. William Minner, Jr. Bryant R. Riley Kenneth M. Young

For

Issuer

For

With

Ratification of the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2019.

For

Issuer

For

With

Approval, in an advisory and non-binding vote, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement.

For

Issuer

For

With

Vote, on an advisory and non-binding basis, on the frequency of future advisory votes on the compensation of the Company's named executive officers.

For

Issuer

For

With

Approval of the Company's Second Amended and Restated Certificate of Incorporation.

For

Issuer

For

With

THIRD POINT REINSURANCE LTD.

	Ticker Symbol:TPRE	Cusip Number:G8827U100
	Record Date: 5/7/2019	Meeting Date: 5/8/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR Rafe de la Gueronniere Neil McConachie

For

Issuer

For

With

To elect certain individuals as Designated Company Directors (as defined in the Proxy Statement) of certain of our non-US Subsidiaries, as required by our Bye-laws.

For

Issuer

For

With

To appoint Ernst & Young Ltd., an independent registered public accounting firm, as the Company's independent auditor to serve until the annual general meeting to be held in 2020, and to authorize our Board of Directors, acting by the Audit Committee, to determine the independent auditor's remuneration.

For

Issuer

For

With

* Management Recommended Vote

Camelot Event Driven Fund Class A

ALLIANCE DATA SYSTEMS CORPORATION

	Ticker Symbol:ADS	Cusip Number:018581108
	Record Date: 4/8/2019	Meeting Date: 6/4/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1.1

Election of Director: Bruce K. Anderson

For

Issuer

For

With

1.2

Election of Director: Roger H. Ballou

For

Issuer

For

With

1.3

Election of Director: Kelly J. Barlow

For

Issuer

For

With

1.4

Election of Director: Edward J. Heffernan

For

Issuer

For

With

1.5

Election of Director: Kenneth R. Jensen

For

Issuer

For

With

1.6

Election of Director: Robert A. Minicucci

For

Issuer

For

With

1.7

Election of Director: Timothy J. Theriault

For

Issuer

For

With

1.8

Election of Director: Laurie A. Tucker

For

Issuer

For

With

1.9

Election of Director: Sharen J. Turney

For

Issuer

For

With

Advisory vote to approve executive compensation.

For

Issuer

For

With

Ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of Alliance Data Systems Corporation for 2019.

For

Issuer

For

With

ANGLOGOLD ASHANTI LIMITED

	Ticker Symbol:AU	Cusip Number:035128206
	Record Date: 3/22/2019	Meeting Date: 5/9/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

1.1

Ordinary resolution 1 - Re-election of a director: Ms MDC Richter

For

Issuer

For

With

Special resolution 4 - General authority to provide financial assistance in terms of Sections 44 and 45 of the Companies Act

For

Issuer

For

With

Ordinary resolution 7 - Directors' authority to implement special and ordinary resolutions

For

Issuer

For

With

2.1

Ordinary resolution 2.1 - Election of director: Mr KPM Dushnisky

For

Issuer

For

With

2.2

Ordinary resolution 2.2 - Election of director: Mr AM Ferguson

For

Issuer

For

With

2.3

Ordinary resolution 2.3 - Election of director: Mr JE Tilk

For

Issuer

For

With

3.1

Ordinary resolution 3.1 - Re-appointment and appointment of Audit and Risk Committee member: Mr R Gasant

For

Issuer

For

With

3.2

Ordinary resolution 3.2 - Re-appointment and appointment of Audit and Risk Committee member: Mr RJ Ruston

For

Issuer

For

With

3.3

Ordinary resolution 3.3 - Re-appointment and appointment of Audit and Risk Committee member: Ms MDC Richter

For

Issuer

For

With

3.4

Ordinary resolution 3.4 - Re-appointment and appointment of Audit and Risk Committee member: Mr AM Ferguson

For

Issuer

For

With

Ordinary resolution 4 - Re-appointment of Ernst & Young Inc. as auditors of the company

For

Issuer

For

With

Ordinary resolution 5 - General authority to directors to allot and issue ordinary shares

For

Issuer

For

With

6.1

Ordinary resolution 6.1 - Separate non-binding advisory endorsements of the AngloGold Ashanti Remuneration policy

For

Issuer

For

With

6.2

Ordinary resolution 6.2 - Separate non-binding advisory endorsements of the AngloGold Ashanti Implementation report

For

Issuer

For

With

Special resolution 1 - Remuneration of non-executive directors

For

Issuer

For

With

Special resolution 2 - General authority to acquire the company's own shares

For

Issuer

For

With

Special resolution 3 - General authority to directors to issue for cash, those ordinary shares which the directors are authorised to allot and issue in terms of ordinary resolution 5

For

Issuer

For

With

BAB, INC.

	Ticker Symbol:BABB	Cusip Number:055183107
	Record Date: 3/21/2019	Meeting Date: 5/24/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: Michael W. Evans

Abstained

Issuer

For

N/A

Election of Director: Steven G. Feldman

Abstained

Issuer

For

N/A

Election of Director: James A. Lentz

Abstained

Issuer

For

N/A

Election of Director: Michael K. Murtaugh

Abstained

Issuer

For

N/A

To act upon a proposal to ratify the appointment of Sassetti LLC as independent auditors of the Company for the fiscal year ending November 30, 2019.

For

Issuer

For

With

To vote in the discretion of the proxy holder, on all business as may properly come before the Meeting or any adjournment thereof

Against

Issuer

For

Against

BLACK EARTH FARMING LIMITED

	Ticker Symbol:BDFBLD8	Cusip Number:SE0010219774
	Record Date: 6/28/2018	Meeting Date: 7/30/2018

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

ORDINARY RESOLUTION TO DETERMINE THE REMUNERATION TO THE DIRECTORS AND THE AUDITORS

For

Issuer

For

With

ORDINARY RESOLUTIONS TO ELECT DIRECTORS AND AUDITORS: THE BOARD OF DIRECTORS PROPOSES THE RE-ELECTION OF FRANCO DANESI, PER AHLGREN AND RICHARD WARBURTON, AND EACH RE-ELECTION SHALL BE SUBJECT OF A SEPARATE RESOLUTION. THE BOARD OF DIRECTORS PROPOSES THAT NO BOARD REMUNERATION SHALL BE PAID. THE BOARD OF DIRECTORS PROPOSES THAT PRICEWATERHOUSECOOPERS IS ELECTED AS AUDITOR OF THE COMPANY AND REMUNERATED UPON APPROVAL OF THEIR INVOICE

For

Issuer

For

With

ORDINARY RESOLUTION REGARDING NOMINATION COMMITTEE

For

Issuer

For

With

ORDINARY RESOLUTION REGARDING REMUNERATION PRINCIPLES FOR THE SENIOR MANAGEMENT

For

Issuer

For

With

8.A

ORDINARY RESOLUTION IN RESPECT OF THE ADOPTION OF THE PROFIT AND LOSS ACCOUNT AND THE BALANCE SHEET

For

Issuer

For

With

8.B

ORDINARY RESOLUTION IN RESPECT OF THE APPROPRIATION OF THE COMPANY'S RESULTS ACCORDING TO THE ADOPTED BALANCE SHEET

For

Issuer

For

With

ORDINARY RESOLUTION TO DETERMINE THE NUMBER OF DIRECTORS AND AUDITORS: THE BOARD OF DIRECTORS PROPOSES THAT THE BOARD SHALL CONSIST OF THREE DIRECTORS WITHOUT DEPUTIES

For

Issuer

For

With

BRISTOL-MYERS SQUIBB COMPANY

	Ticker Symbol:BMY	Cusip Number:110122108
	Record Date: 4/30/2019	Meeting Date: 5/29/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: Peter J. Arduini

For

Issuer

For

With

Election of Director: Robert Bertolini

For

Issuer

For

With

Election of Director: Giovanni Caforio, M.D.

For

Issuer

For

With

Election of Director: Matthew W. Emmens

For

Issuer

For

With

Election of Director: Michael Grobstein

For

Issuer

For

With

Election of Director: Alan J. Lacy

For

Issuer

For

With

Election of Director: Dinesh C. Paliwal

For

Issuer

For

With

Election of Director: Theodore R. Samuels

For

Issuer

For

With

Election of Director: Vicki L. Sato, Ph.D.

For

Issuer

For

With

Election of Director: Gerald L. Storch

For

Issuer

For

With

Election of Director: Karen H. Vousden, Ph.D.

For

Issuer

For

With

Advisory vote to approve the compensation of our Named Executive Officers

For

Issuer

For

With

Ratification of the appointment of an independent registered public accounting firm

For

Issuer

For

With

Shareholder Proposal on Right to Act by Written Consent

Against

Stockholder

Against

With

BUNGE LIMITED

	Ticker Symbol:BG	Cusip Number:G16962105
	Record Date: 3/28/2019	Meeting Date: 5/23/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: Vinita Bali

For

Issuer

For

With

Election of Director: Carol M. Browner

For

Issuer

For

With

Election of Director: Andrew Ferrier

For

Issuer

For

With

Election of Director: Paul Fribourg

For

Issuer

For

With

Election of Director: J. Erik Fyrwald

For

Issuer

For

With

Election of Director: Gregory A. Heckman

For

Issuer

For

With

Election of Director: Kathleen Hyle

For

Issuer

For

With

Election of Director: John E. McGlade

For

Issuer

For

With

Election of Director: Henry W. Winship

For

Issuer

For

With

Election of Director: Mark N. Zenuk

For

Issuer

For

With

To appoint Deloitte & Touche LLP as Bunge Limited's independent auditors for the fiscal year ending December 31, 2019 and to authorize the audit committee of the Board of Directors to determine the independent auditors' fees.

For

Issuer

For

With

Advisory vote to approve executive compensation.

For

Issuer

For

With

CITRIX SYSTEMS, INC.

	Ticker Symbol:CTXS	Cusip Number:177376100
	Record Date: 4/9/2019	Meeting Date: 6/4/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: Robert M. Calderoni

For

Issuer

For

With

Election of Director: Nanci E. Caldwell

For

Issuer

For

With

Election of Director: Jesse A. Cohn

For

Issuer

For

With

Election of Director: Robert D. Daleo

For

Issuer

For

With

Election of Director: Murray J. Demo

For

Issuer

For

With

Election of Director: Ajei S. Gopal

For

Issuer

For

With

Election of Director: David J. Henshall

For

Issuer

For

With

Election of Director: Thomas E. Hogan

For

Issuer

For

With

Election of Director: Moira A. Kilcoyne

For

Issuer

For

With

Election of Director: Peter J. Sacripanti

For

Issuer

For

With

Approval of an amendment to the Company's Amended and Restated 2014 Equity Incentive Plan

For

Issuer

For

With

Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2019

For

Issuer

For

With

Advisory vote to approve the compensation of the Company's named executive officers

For

Issuer

For

With

COMSCORE, INC.

	Ticker Symbol:SCOR	Cusip Number:20564W105
	Record Date: 5/1/2019	Meeting Date: 6/10/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

" DIRECTOR Joanne Bradford Dale Fuller Robert Norman"

For

Issuer

For

With

The approval, on a non-binding advisory basis, of the compensation paid to the Company's named executive officers.

For

Issuer

For

With

The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019

For

Issuer

For

With

DELL TECHNOLOGIES INC.

	Ticker Symbol:DELL	Cusip Number:24703L103
	Record Date: 9/28/2018	Meeting Date: 11/9/2018

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

To adopt the Agreement and Plan of Merger, between Dell Technologies and Teton Merger Sub Inc., dated as of July 1, 2018, as it may be amended from time to time, pursuant to which Teton Merger Sub Inc. will be merged with and into Dell Technologies, and Dell Technologies will continue as the surviving corporation.

For

Issuer

For

With

To adopt the Fifth Amended and Restated Certificate of Incorporation of Dell Technologies.

For

Issuer

For

With

To approve, on a non-binding, advisory basis, compensation arrangements with respect to the named executive officers of Dell Technologies related to the Class V transaction.

For

Issuer

For

With

To approve, the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement or adopt the amended and restated Company certificate.

For

Issuer

For

With

DEVON ENERGY CORPORATION

	Ticker Symbol:DVN	Cusip Number:25179M103
	Record Date: 4/8/2019	Meeting Date: 6/5/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

01) Barbara M. Baumann 02) John E. Bethancourt 03) Ann G. Fox 04) David A. Hager 05) Robert H. Henry 06) Michael M. Kanovsky 07) John Krenicki Jr. 08) Robert A. Mosbacher Jr. 09) Duane C. Radtke 10) Keith O. Rattie 11) Mary P. Ricciardello

For

Issuer

For

With

Ratify the appointment of the Company's Independent Auditors for 2019.

For

Issuer

For

With

Advisory Vote to Approve Executive Compensation.

For

Issuer

For

With

DIAMONDBACK ENERGY, INC.

	Ticker Symbol:FANG	Cusip Number:25278X109
	Record Date: 4/12/2019	Meeting Date: 6/6/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: Steven E. West

For

Issuer

For

With

Election of Director: Travis D. Stice

For

Issuer

For

With

Election of Director: Michael L. Hollis

For

Issuer

For

With

Election of Director: Michael P. Cross

For

Issuer

For

With

Election of Director: David L. Houston

For

Issuer

For

With

Election of Director: Mark L. Plaumann

For

Issuer

For

With

Election of Director: Melanie M. Trent

For

Issuer

For

With

Proposal to approve the Company's 2019 Amended and Restated Equity Incentive Plan

For

Issuer

For

With

Proposal to approve, on an advisory basis, the compensation paid to the Company's named executive officers

For

Issuer

For

With

Proposal to ratify the appointment of Grant Thornton LLP as the Company's independent auditors for the fiscal year ending December 31, 2019

For

Issuer

For

With

EVENTBRITE, INC.

	Ticker Symbol:EB	Cusip Number:29975E109
	Record Date: 4/10/2019	Meeting Date: 6/7/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

" DIRECTOR Roelof Botha Andrew Dreskin Jane Lauder Steffan Tomlinson"

For

Issuer

For

With

A proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

For

Issuer

For

With

IEC ELECTRONICS CORP.

	Ticker Symbol:IEC	Cusip Number:44949L105
	Record Date: 1/15/2019	Meeting Date: 3/13/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

" DIRECTOR Keith M. Butler Charles P. Hadeed Andrew M. Laurence Michael W. Osborne Jeremy R. Nowak Jeffrey T. Schlarbaum "

For

Issuer

For

With

To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2019.

For

Issuer

For

With

To approve, on an advisory basis, the compensation paid to our named executive officers.

For

Issuer

For

With

To vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers.

For

Issuer

For

With

To consider and approve our 2019 Stock Incentive Plan.

For

Issuer

For

With

IHEART COMMUNICATIONS, INC.

	Ticker Symbol:IHRT	Cusip Number:45174HAA4
	Record Date: 9/29/2018	Meeting Date: 11/9/2018

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Vote on the Plan - Class 5A, 7C, 7D, 7E, 7F Claims

For

Issuer

N/A

With

OPT OUT OF THE THIRD PARTY RELEASE

Against

Issuer

N/A

With

IHEART COMMUNICATIONS, INC.

	Ticker Symbol:IHRT	Cusip Number:184502BG6
	Record Date: 9/29/2018	Meeting Date: 11/8/2018

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Vote on the Plan - Class 5A, 7C, 7D, 7E, 7F Claims

For

Issuer

N/A

With

OPT OUT OF THE THIRD PARTY RELEASE

Against

Issuer

N/A

With

IHEART COMMUNICATIONS, INC.

	Ticker Symbol:IHRT	Cusip Number:184502BN1
	Record Date: 9/29/2018	Meeting Date: 11/9/2018

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Vote on the Plan - Class 5A, 7C, 7D, 7E, 7F Claims

For

Issuer

N/A

With

OPT OUT OF THE THIRD PARTY RELEASE

Against

Issuer

N/A

With

LOGMEIN, INC

	Ticker Symbol:LOGM	Cusip Number:54142L109
	Record Date: 4/10/2019	Meeting Date: 5/30/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Class I Director: Steven J. Benson

For

Issuer

For

With

Election of Class I Director: Robert M. Calderoni

For

Issuer

For

With

Election of Class I Director: Michael J. Christenson

For

Issuer

For

With

Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2019.

For

Issuer

For

With

To approve the adoption of the Company's proposed 2019 Employee Stock Purchase Plan ("ESPP").

For

Issuer

For

With

Advisory vote for the approval of the Company's executive compensation.

For

Issuer

For

With

MAGELLAN HEALTH, INC.

	Ticker Symbol:MGLN	Cusip Number:559079207
	Record Date: 4/25/2019	Meeting Date: 6/21/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

" DIRECTOR Michael S. Diament Barry M. Smith Swati Abbott Peter A. Feld Leslie V. Norwalk Guy P. Sansone Steven J. Shulman"

For

Issuer

For

With

To approve, in an advisory vote, the compensation of the named executive officers.

For

Issuer

For

With

Ratification of Ernst & Young as independent auditors for fiscal year 2019.

For

Issuer

For

With

MCKESSON EUROPE AG

	Ticker Symbol:MCK	Cusip Number:DE000CLS1001
	Record Date: 7/15/2018	Meeting Date: 8/9/2018

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

APPROVE DISCHARGE OF MANAGEMENT BOARD FOR FISCAL 2017/18

For

Issuer

For

With

APPROVE DISCHARGE OF SUPERVISORY BOARD FOR FISCAL 2017/18

For

Issuer

For

With

RATIFY DELOITTE GMBH, STUTTGART AS AUDITORS FOR FISCAL 2018/19

For

Issuer

For

With

ELECT KATHY MCELLIGOTT TO THE SUPERVISORY BOARD

For

Issuer

For

With

ELECT BRITT VITALONE TO THE SUPERVISORY BOARD

For

Issuer

For

With

ELECT JOHN HAMMERGREN TO THE SUPERVISORY BOARD

For

Issuer

For

With

NATUS MEDICAL INCORPORATED

	Ticker Symbol:BABY	Cusip Number:639050103
	Record Date: 10/30/2018	Meeting Date: 12/13/2018

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

To approve the 2018 Equity Incentive Plan (the "2018 Plan").

For

Issuer

For

With

QEP RESOURCES, INC.

	Ticker Symbol:QEP	Cusip Number:74733V100
	Record Date: 3/28/2019	Meeting Date: 5/14/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: Phillips S. Baker, Jr.

For

Issuer

For

With

Election of Director: Timothy J. Cutt

For

Issuer

For

With

Election of Director: Julie A. Dill

For

Issuer

For

With

Election of Director: Robert F. Heinemann

For

Issuer

For

With

Election of Director: Michael J. Minarovic

For

Issuer

For

With

Election of Director: M.W. Scoggins

For

Issuer

For

With

Election of Director: Mary Shafer-Malicki

For

Issuer

For

With

Election of Director: David A. Trice

For

Issuer

For

With

To approve, by non-binding advisory vote, the Company's executive compensation program.

For

Issuer

For

With

To ratify the appointment of PricewaterhouseCoopers, LLP for fiscal year 2019.

For

Issuer

For

With

To approve a Company proposal to amend Bylaws to allow holders of 25% or more of outstanding shares to call special meetings of shareholders.

For

Issuer

For

With

If presented, an advisory shareholder proposal to allow holders of 10% or more of outstanding shares to call special meetings of shareholders.

Against

Stockholder

Against

With

QUALCOMM INCORPORATED

	Ticker Symbol:QCOM	Cusip Number:747525103
	Record Date: 1/14/2019	Meeting Date: 3/12/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: Barbara T. Alexander

For

Issuer

For

With

Election of Director: Mark Fields

For

Issuer

For

With

Election of Director: Jeffrey W. Henderson

For

Issuer

For

With

Election of Director: Ann M. Livermore

For

Issuer

For

With

Election of Director: Harish Manwani

For

Issuer

For

With

Election of Director: Mark D. McLaughlin

For

Issuer

For

With

Election of Director: Steve Mollenkopf

For

Issuer

For

With

Election of Director: Clark T. Randt, Jr.

For

Issuer

For

With

Election of Director: Francisco Ros

For

Issuer

For

With

Election of Director: Irene B. Rosenfeld

For

Issuer

For

With

Election of Director: Neil Smit

For

Issuer

For

With

Election of Director: Anthony J. Vinciquerra

For

Issuer

For

With

To ratify the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 29, 2019.

For

Issuer

For

With

To approve, on an advisory basis, our executive compensation.

For

Issuer

For

With

SCIENCE APPLICATIONS INTERNATIONAL CORP

	Ticker Symbol:SAIC	Cusip Number:808625107
	Record Date: 4/8/2019	Meeting Date: 6/5/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: Robert A. Bedingfield

For

Issuer

For

With

Election of Director: John J. Hamre

For

Issuer

For

With

Election of Director: David M. Kerko

For

Issuer

For

With

Election of Director: Timothy J. Mayopoulos

For

Issuer

For

With

Election of Director: Katharina G. McFarland

For

Issuer

For

With

Election of Director: Anthony J. Moraco

For

Issuer

For

With

Election of Director: Donna S. Morea

For

Issuer

For

With

Election of Director: Steven R. Shane

For

Issuer

For

With

The approval of a non-binding, advisory vote on executive compensation.

For

Issuer

For

With

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2020.

For

Issuer

For

With

SEADRILL LIMITED

	Ticker Symbol:SDRL	Cusip Number:G7998G106
	Record Date: 4/12/2019	Meeting Date: 6/5/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

To approve an increase in authorized share capital of the Company to US$13,888,000

For

Issuer

For

With

To re-appoint PricewaterhouseCoopers LLP as auditor and to authorize the Directors to determine its remuneration.

For

Issuer

For

With

To approve the remuneration of the Company's Board of Directors of a total amount of fees not to exceed US$1,000,000 for the year ended December 31, 2019.

For

Issuer

For

With

TURQUOISE HILL RESOURCES LTD.

	Ticker Symbol:TRQ	Cusip Number:900435108
	Record Date: 4/25/2019	Meeting Date: 5/14/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

" DIRECTOR Alan Chirgwin James W. Gill R. Peter Gillin Stephen Jones Ulf Quellmann Russel C. Robertson Maryse Saint-Laurent"

For

Issuer

For

With

To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Corporation at a remuneration to be fixed by the board of directors.

For

Issuer

For

With

Non-binding advisory vote to accept the approach to executive compensation disclosed in the accompanying information circular.

For

Issuer

For

With

YELP INC

	Ticker Symbol:YELP	Cusip Number:985817105
	Record Date: 4/15/2019	Meeting Date: 6/6/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: Fred D. Anderson, Jr.

For

Issuer

For

With

Election of Director: Sharon Rothstein

For

Issuer

For

With

Election of Director: Brian Sharples

For

Issuer

For

With

To ratify the selection of Deloitte & Touche LLP as Yelp's independent registered public accounting firm for the year ending December 31, 2019.

For

Issuer

For

With

To approve, on an advisory basis, the compensation of Yelp's named executive officers, as disclosed in the accompanying proxy statement.

For

Issuer

For

With

To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of Yelp's named executive officers.

For

Issuer

For

With

* Management Recommended Vote

Leigh Baldwin Total Return Fund

DEERE & COMPANY

	Ticker Symbol:DE	Cusip Number:244199105
	Record Date: 2/26/2019	Meeting Date: 2/27/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: 1a. Samuel R. Allen

For

Issuer

For

With

1b. Election of Director: Vance D. Coffman

For

Issuer

For

With

1c. Election of Director: Alan C. Heuberger

For

Issuer

For

With

1d. Election of Director: Charles O. Holliday, Jr.

For

Issuer

For

With

Election of Director: 1e. Dipak C. Jain

For

Issuer

For

With

1f. Election of Director: Michael O. Johanns

For

Issuer

For

With

1g. Election of Director: Clayton M. Jones

For

Issuer

For

With

1h. Election of Director: Gregory R. Page

For

Issuer

For

With

1i. Election of Director: Sherry M. Smith

For

Issuer

For

With

1j. Election of Director: Dmitri L. Stockton

For

Issuer

For

With

1k. Election of Director: Sheila G. Talton

For

Issuer

For

With

Advisory vote on executive compensation

For

Issuer

For

With

Ratification of the appointment of Deloitte & Touche LLP as Deere's independent registered public accounting firm for fiscal 2019

For

Issuer

For

With

Shareholder Proposal - Right to Act by Written Consent

For

Issuer

Against

DEERE & COMPANY

	Ticker Symbol:DE	Cusip Number:244199105
	Record Date: 2/26/2019	Meeting Date: 2/27/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: 1a. Samuel R. Allen

For

Issuer

For

With

1b. Election of Director: Vance D. Coffman

For

Issuer

For

With

1c. Election of Director: Alan C. Heuberger

For

Issuer

For

With

1d. Election of Director: Charles O. Holliday, Jr.

For

Issuer

For

With

Election of Director: 1e. Dipak C. Jain

For

Issuer

For

With

1f. Election of Director: Michael O. Johanns

For

Issuer

For

With

1g. Election of Director: Clayton M. Jones

For

Issuer

For

With

1h. Election of Director: Gregory R. Page

For

Issuer

For

With

1i. Election of Director: Sherry M. Smith

For

Issuer

For

With

1j. Election of Director: Dmitri L. Stockton

For

Issuer

For

With

1k. Election of Director: Sheila G. Talton

For

Issuer

For

With

Advisory vote on executive compensation

For

Issuer

For

With

Ratification of the appointment of Deloitte & Touche LLP as Deere's independent registered public accounting firm for fiscal 2019

For

Issuer

For

With

Shareholder Proposal - Right to Act by Written Consent

For

Issuer

Against

DELTA AIR LINES, INC

	Ticker Symbol:DAL	Cusip Number:247361702
	Record Date: 6/19/2019	Meeting Date: 6/20/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: Edward H. Bastian

For

Issuer

For

With

Election of Director: Francis S. Blake

For

Issuer

For

With

Election of Director: Daniel A. Carp

For

Issuer

For

With

Election of Director: Ashton B. Carter

For

Issuer

For

With

Election of Director: David G. DeWalt

For

Issuer

For

With

Election of Director: William H. Easter III

For

Issuer

For

With

Election of Director: Christopher A. Hazleton

For

Issuer

For

With

Election of Director: Michael P. Huerta

For

Issuer

For

With

Election of Director: Jeanne P. Jackson

For

Issuer

For

With

Election of Director: George N. Mattson

For

Issuer

For

With

Election of Director: Sergio A.L. Rial

For

Issuer

For

With

Election of Director: Kathy N. Waller

For

Issuer

For

With

To approve, on an advisory basis, the compensation of Delta's named executive officers.

For

Issuer

For

With

To ratify the appointment of Ernst & Young LLP as Delta's independent auditors for the year ending December 31, 2019.

For

Issuer

For

With

A stockholder proposal related to the right to act by written consent.

Against

Stockholder

Against

With

H&R BLOCK

	Ticker Symbol:HRB	Cusip Number:093671105
	Record Date: 9/12/2018	Meeting Date: 9/13/2018

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: 1a. Angela N. Archon

For

Issuer

For

With

1b. Election of Director: Paul J. Brown

For

Issuer

For

With

1c. Election of Director: Robert A. Gerard

For

Issuer

For

With

1d. Election of Director: Richard A. Johnson

For

Issuer

For

With

Election of Director: 1e. Jeffrey J. Jones II

For

Issuer

For

With

1f. Election of Director: David Baker Lewis

For

Issuer

For

With

1g. Election of Director: Victoria J. Reich

For

Issuer

For

With

1h. Election of Director: Bruce C. Rohde

For

Issuer

For

With

1i. Election of Director: Matthew E. Winter

For

Issuer

For

With

1j. Election of Director: Christianna Wood

For

Issuer

For

With

Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2019.

For

Issuer

For

With

Advisory approval of the Company's named executive officer compensation.

For

Issuer

For

With

Shareholder proposal requesting that each bylaw amendment adopted by the board of directors not become effective until approved by shareholders, if properly presented at the meeting.

Against

Stockholder

Against

With

MORGAN STANLEY

	Ticker Symbol:MS	Cusip Number:617446448
	Record Date: 5/22/2019	Meeting Date: 5/23/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: Elizabeth Corley

For

Issuer

For

With

Election of Director: Alistair Darling

For

Issuer

For

With

Election of Director: Thomas H. Glocer

For

Issuer

For

With

Election of Director: James P. Gorman

For

Issuer

For

With

Election of Director: Robert H. Herz

For

Issuer

For

With

Election of Director: Nobuyuki Hirano

For

Issuer

For

With

Election of Director: Jami Miscik

For

Issuer

For

With

Election of Director: Dennis M. Nally

For

Issuer

For

With

Election of Director: Takeshi Ogasawara

For

Issuer

For

With

Election of Director: Hutham S. Olayan

For

Issuer

For

With

Election of Director: Mary L. Schapiro

For

Issuer

For

With

Election of Director: 1l. Perry M. Traquina

For

Issuer

For

With

Election of Director: Rayford Wilkins, Jr.

For

Issuer

For

With

To ratify the appointment of Deloitte & Touche LLP as independent auditor

For

Issuer

For

With

To approve the compensation of executives as disclosed in the proxy statement (non-binding advisory vote)

Against

Issuer

For

Against

Shareholder proposal regarding an annual report on lobbying expenses

Against

Stockholder

Against

With

NIKE INC

	Ticker Symbol:NKE	Cusip Number:654106103
	Record Date: 9/19/2018	Meeting Date: 9/20/2018

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

DIRECTOR Alan B. Graf, Jr. John C. Lechleiter Michelle A. Peluso

For

Issuer

For

With

To approve executive compensation by an advisory vote.

For

Issuer

For

With

To consider a shareholder proposal regarding political contributions disclosure.

Against

Stockholder

Against

With

To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.

For

Issuer

For

With

ORACLE CORPORATION

	Ticker Symbol:ORCL	Cusip Number:68389X105
	Record Date: 11/13/2018	Meeting Date: 11/14/2018

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

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 Charles W. Moorman IV Leon E. Panetta William G. Parrett Naomi O. Seligman

For

Issuer

For

With

Advisory Vote to Approve the Compensation of the Named Executive Officers.

For

Issuer

For

With

Ratification of the Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2019

For

Issuer

For

With

Stockholder Proposal Regarding Pay Equity Report.

Against

Issuer

Against

With

Stockholder Proposal Regarding Political Contributions Report.

Against

Issuer

Against

With

Stockholder Proposal Regarding Lobbying Report.

Against

Issuer

Against

With

Stockholder Proposal Regarding Independent Board Chair.

Against

Issuer

Against

With

THE BOEING COMPANY

	Ticker Symbol:BA	Cusip Number:097023105
	Record Date: 4/28/2019	Meeting Date: 4/29/2019

Proposal #

Proposal

Vote

Author

MRV*

vs. Mgmt

Election of Director: Robert A. Bradway

For

Issuer

For

With

Election of Director: David L. Calhoun

For

Issuer

For

With

Election of Director: Arthur D. Collins Jr.

For

Issuer

For

With

Election of Director: Edmund P. Giambastiani Jr.

For

Issuer

For

With

Election of Director: Lynn J. Good

For

Issuer

For

With

Election of Director: Nikki R. Haley

Against

Issuer

For

Against

Election of Director: Lawrence W. Kellner

For

Issuer

For

With

Election of Director: Caroline B. Kennedy

For

Issuer

For

With

Election of Director: Edward M. Liddy

For

Issuer

For

With

Election of Director: Dennis A. Muilenburg

Against

Issuer

For

Against

Election of Director: Susan C. Schwab

For

Issuer

For

With

Election of Director: Ronald A. Williams

For

Issuer

For

With

Election of Director: Mike S. Zafirovski

For

Issuer

For

With

Approve, on an Advisory Basis, Named Executive Officer Compensation.

For

Issuer

For

With

Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2019.

For

Issuer

For

With

Additional Report on Lobbying Activities.

Against

Issuer

Against

With

Impact of Share Repurchases on Performance Metrics.

For

Issuer

Against

Independent Board Chairman.

For

Issuer

Against

Remove Size Limit on Proxy Access Group.

For

Issuer

Against

Mandatory Retention of Significant Stock by Executives

For

Issuer

Against

* Management Recommended Vote

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 8, 2019

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