N-PX 1 mps-jsp_npx.txt ANNUAL REPORT OF PROXY VOTING ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-22525 Reporting Period: 07/01/2022 - 06/30/2023 Managed Portfolio Series 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 811-22525 Managed Portfolio Series (Exact name of registrant as specified in charter) 615 East Michigan Street Milwaukee, Wisconsin 53202 (Address of principal executive offices) (Zip code) Brian R. Wiedmeyer, President Managed Portfolio Series c/o U.S. Bancorp Fund Services, LLC 777 East Wisconsin Avenue, 5th Floor Milwaukee, Wisconsin 53202 (Name and address of agent for service) Registrant's telephone number, including area code: (414) 516-1712 Date of fiscal year end: October 31, 2023 Date of reporting period: July 1, 2022 to June 30, 2023 Item 1. Proxy Voting Record. ====================== Jackson Square Global Growth Fund ======================= CATALENT, INC. Ticker: CTLT Security ID: 148806102 Meeting Date: OCT 27, 2022 Meeting Type: Annual Record Date: SEP 06, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Madhavan "Madhu" For For Management Balachandran 1b Elect Director Michael J. Barber For For Management 1c Elect Director J. Martin Carroll For For Management 1d Elect Director John Chiminski For For Management 1e Elect Director Rolf Classon For For Management 1f Elect Director Rosemary A. Crane For For Management 1g Elect Director Karen Flynn For For Management 1h Elect Director John J. Greisch For For Management 1i Elect Director Christa Kreuzburg For For Management 1j Elect Director Gregory T. Lucier For For Management 1k Elect Director Donald E. Morel, Jr. For For Management 1l Elect Director Alessandro Maselli For For Management 1m Elect Director Jack Stahl For For Management 1n Elect Director Peter Zippelius For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- EXPERIAN PLC Ticker: EXPN Security ID: G32655105 Meeting Date: JUL 21, 2022 Meeting Type: Annual Record Date: JUL 19, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Re-elect Ruba Borno as Director For For Management 4 Re-elect Alison Brittain as Director For For Management 5 Re-elect Brian Cassin as Director For For Management 6 Re-elect Caroline Donahue as Director For For Management 7 Re-elect Luiz Fleury as Director For For Management 8 Re-elect Jonathan Howell as Director For For Management 9 Re-elect Lloyd Pitchford as Director For For Management 10 Re-elect Mike Rogers as Director For For Management 11 Reappoint KPMG LLP as Auditors For For Management 12 Authorise Board to Fix Remuneration of For For Management Auditors 13 Authorise Issue of Equity For For Management 14 Approve Specific Terms Added to the For For Management Performance Share Plan and Co-Investment Plan; Approve Thank You Award 2021 Plan and Tax-Qualified Employee Share Purchase Plan 15 Authorise Issue of Equity without For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 17 Authorise Market Purchase of Ordinary For For Management Shares -------------------------------------------------------------------------------- SNOWFLAKE INC. Ticker: SNOW Security ID: 833445109 Meeting Date: JUL 07, 2022 Meeting Type: Annual Record Date: MAY 13, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kelly A. Kramer For Withhold Management 1b Elect Director Frank Slootman For Withhold Management 1c Elect Director Michael L. Speiser For Withhold Management 2 Advisory Vote on Say on Pay Frequency One Year One Year Management 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors =================== Jackson Square International Growth Fund =================== ATLASSIAN CORPORATION PLC Ticker: TEAM Security ID: G06242111 Meeting Date: AUG 22, 2022 Meeting Type: Special Record Date: AUG 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement For For Management -------------------------------------------------------------------------------- ATLASSIAN CORPORATION PLC Ticker: TEAM Security ID: G06242104 Meeting Date: AUG 22, 2022 Meeting Type: Court Record Date: AUG 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement For For Management -------------------------------------------------------------------------------- EXPERIAN PLC Ticker: EXPN Security ID: G32655105 Meeting Date: JUL 21, 2022 Meeting Type: Annual Record Date: JUL 19, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Re-elect Ruba Borno as Director For For Management 4 Re-elect Alison Brittain as Director For For Management 5 Re-elect Brian Cassin as Director For For Management 6 Re-elect Caroline Donahue as Director For For Management 7 Re-elect Luiz Fleury as Director For For Management 8 Re-elect Jonathan Howell as Director For For Management 9 Re-elect Lloyd Pitchford as Director For For Management 10 Re-elect Mike Rogers as Director For For Management 11 Reappoint KPMG LLP as Auditors For For Management 12 Authorise Board to Fix Remuneration of For For Management Auditors 13 Authorise Issue of Equity For For Management 14 Approve Specific Terms Added to the For For Management Performance Share Plan and Co-Investment Plan; Approve Thank You Award 2021 Plan and Tax-Qualified Employee Share Purchase Plan 15 Authorise Issue of Equity without For For Management Pre-emptive Rights 16 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 17 Authorise Market Purchase of Ordinary For For Management Shares ===================== Jackson Square Large-Cap Growth Fund ===================== ADVANCED MICRO DEVICES, INC. Ticker: AMD Security ID: 007903107 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 22, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nora M. Denzel For For Management 1b Elect Director Mark Durcan For For Management 1c Elect Director Michael P. Gregoire For For Management 1d Elect Director Joseph A. Householder For For Management 1e Elect Director John W. Marren For For Management 1f Elect Director Jon A. Olson For For Management 1g Elect Director Lisa T. Su For For Management 1h Elect Director Abhi Y. Talwalkar For For Management 1i Elect Director Elizabeth W. Vanderslice For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- ALIGN TECHNOLOGY, INC. Ticker: ALGN Security ID: 016255101 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 23, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kevin J. Dallas For For Management 1.2 Elect Director Joseph M. Hogan For For Management 1.3 Elect Director Joseph Lacob For For Management 1.4 Elect Director C. Raymond Larkin, Jr. For For Management 1.5 Elect Director George J. Morrow For For Management 1.6 Elect Director Anne M. Myong For For Management 1.7 Elect Director Andrea L. Saia For For Management 1.8 Elect Director Susan E. Siegel For For Management 2 Amend Certificate of Incorporation to For For Management Reflect New Delaware Law Provisions Regarding Officer Exculpation 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management 6 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: MAR 30, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jeffrey P. Bezos For For Management 1b Elect Director Andrew R. Jassy For For Management 1c Elect Director Keith B. Alexander For For Management 1d Elect Director Edith W. Cooper For For Management 1e Elect Director Jamie S. Gorelick For For Management 1f Elect Director Daniel P. Huttenlocher For For Management 1g Elect Director Judith A. McGrath For For Management 1h Elect Director Indra K. Nooyi For For Management 1i Elect Director Jonathan J. Rubinstein For For Management 1j Elect Director Patricia Q. Stonesifer For For Management 1k Elect Director Wendell P. Weeks For For Management 2 Ratify Ratification of Ernst & Young For For Management LLP as Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management 6 Report on Climate Risk in Retirement Against Against Shareholder Plan Options 7 Report on Customer Due Diligence Against Against Shareholder 8 Revise Transparency Report to Provide Against Against Shareholder Greater Disclosure on Government Requests 9 Report on Government Take Down Requests Against Against Shareholder 10 Report on Impact of Climate Change Against Against Shareholder Strategy Consistent With Just Transition Guidelines 11 Publish a Tax Transparency Report Against Against Shareholder 12 Report on Climate Lobbying Against Against Shareholder 13 Report on Median and Adjusted Against Against Shareholder Gender/Racial Pay Gaps 14 Report on Cost/Benefit Analysis of Against Against Shareholder Diversity, Equity and Inclusion Programs 15 Amend Bylaws to Require Shareholder Against Against Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders 16 Commission Third Party Assessment on Against Against Shareholder Company's Commitment to Freedom of Association and Collective Bargaining 17 Consider Pay Disparity Between Against Against Shareholder Executives and Other Employees 18 Report on Animal Welfare Standards Against Against Shareholder 19 Establish a Public Policy Committee Against Against Shareholder 20 Adopt a Policy to Include Against Against Shareholder Non-Management Employees as Prospective Director Candidates 21 Commission a Third Party Audit on Against Against Shareholder Working Conditions 22 Report on Efforts to Reduce Plastic Use Against Against Shareholder 23 Commission Third Party Study and Against Against Shareholder Report on Risks Associated with Use of Rekognition -------------------------------------------------------------------------------- CANADIAN PACIFIC KANSAS CITY LIMITED Ticker: CP Security ID: 13646K108 Meeting Date: JUN 15, 2023 Meeting Type: Annual Record Date: APR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1 Ratify Ernst & Young LLP as Auditors For For Management 2 Advisory Vote on Executive For For Management Compensation Approach 3 Management Advisory Vote on Climate For For Management Change 4.1 Elect Director John Baird For For Management 4.2 Elect Director Isabelle Courville For For Management 4.3 Elect Director Keith E. Creel For For Management 4.4 Elect Director Gillian H. Denham For For Management 4.5 Elect Director Antonio Garza For For Management 4.6 Elect Director David Garza-Santos For For Management 4.7 Elect Director Edward R. Hamberger For For Management 4.8 Elect Director Janet H. Kennedy For For Management 4.9 Elect Director Henry J. Maier For For Management 4.10 Elect Director Matthew H. Paull For For Management 4.11 Elect Director Jane L. Peverett For For Management 4.12 Elect Director Andrea Robertson For For Management 4.13 Elect Director Gordon T. Trafton For For Management -------------------------------------------------------------------------------- CATALENT, INC. Ticker: CTLT Security ID: 148806102 Meeting Date: OCT 27, 2022 Meeting Type: Annual Record Date: SEP 06, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Madhavan "Madhu" For For Management Balachandran 1b Elect Director Michael J. Barber For For Management 1c Elect Director J. Martin Carroll For For Management 1d Elect Director John Chiminski For For Management 1e Elect Director Rolf Classon For For Management 1f Elect Director Rosemary A. Crane For For Management 1g Elect Director Karen Flynn For For Management 1h Elect Director John J. Greisch For For Management 1i Elect Director Christa Kreuzburg For For Management 1j Elect Director Gregory T. Lucier For For Management 1k Elect Director Donald E. Morel, Jr. For For Management 1l Elect Director Alessandro Maselli For For Management 1m Elect Director Jack Stahl For For Management 1n Elect Director Peter Zippelius For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CME GROUP INC. Ticker: CME Security ID: 12572Q105 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Terrence A. Duffy For For Management 1b Elect Director Kathryn Benesh For For Management 1c Elect Director Timothy S. Bitsberger For For Management 1d Elect Director Charles P. Carey For For Management 1e Elect Director Bryan T. Durkin For For Management 1f Elect Director Harold Ford, Jr. For For Management 1g Elect Director Martin J. Gepsman For For Management 1h Elect Director Larry G. Gerdes For For Management 1i Elect Director Daniel R. Glickman For For Management 1j Elect Director Daniel G. Kaye For For Management 1k Elect Director Phyllis M. Lockett For For Management 1l Elect Director Deborah J. Lucas For For Management 1m Elect Director Terry L. Savage For For Management 1n Elect Director Rahael Seifu For For Management 1o Elect Director William R. Shepard For For Management 1p Elect Director Howard J. Siegel For For Management 1q Elect Director Dennis A. Suskind For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- COUPA SOFTWARE INCORPORATED Ticker: COUP Security ID: 22266L106 Meeting Date: FEB 23, 2023 Meeting Type: Special Record Date: JAN 23, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 09, 2023 Meeting Type: Annual Record Date: MAR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Rainer M. Blair For For Management 1b Elect Director Feroz Dewan For For Management 1c Elect Director Linda Filler For For Management 1d Elect Director Teri List For For Management 1e Elect Director Walter G. Lohr, Jr. For For Management 1f Elect Director Jessica L. Mega For For Management 1g Elect Director Mitchell P. Rales For For Management 1h Elect Director Steven M. Rales For For Management 1i Elect Director Pardis C. Sabeti For For Management 1j Elect Director A. Shane Sanders For For Management 1k Elect Director John T. Schwieters For For Management 1l Elect Director Alan G. Spoon For For Management 1m Elect Director Raymond C. Stevens For For Management 1n Elect Director Elias A. Zerhouni For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Require Independent Board Chair Against For Shareholder 6 Report on Effectiveness of Diversity, Against Against Shareholder Equity, and Inclusion Efforts -------------------------------------------------------------------------------- DATADOG, INC. Ticker: DDOG Security ID: 23804L103 Meeting Date: JUN 08, 2023 Meeting Type: Annual Record Date: APR 11, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Olivier Pomel For For Management 1b Elect Director Dev Ittycheria For For Management 1c Elect Director Shardul Shah For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- EDWARDS LIFESCIENCES CORPORATION Ticker: EW Security ID: 28176E108 Meeting Date: MAY 11, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kieran T. Gallahue For For Management 1.2 Elect Director Leslie S. Heisz For For Management 1.3 Elect Director Paul A. LaViolette For For Management 1.4 Elect Director Steven R. Loranger For For Management 1.5 Elect Director Martha H. Marsh For For Management 1.6 Elect Director Michael A. Mussallem For For Management 1.7 Elect Director Ramona Sequeira For For Management 1.8 Elect Director Nicholas J. Valeriani For For Management 1.9 Elect Director Bernard J. Zovighian For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Amend Certificate of Incorporation to For For Management Provide for Exculpation of Certain Officers 6 Require Independent Board Chair Against Against Shareholder -------------------------------------------------------------------------------- INTUITIVE SURGICAL, INC. Ticker: ISRG Security ID: 46120E602 Meeting Date: APR 27, 2023 Meeting Type: Annual Record Date: FEB 28, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Craig H. Barratt For For Management 1b Elect Director Joseph C. Beery For For Management 1c Elect Director Gary S. Guthart For For Management 1d Elect Director Amal M. Johnson For For Management 1e Elect Director Don R. Kania For For Management 1f Elect Director Amy L. Ladd For For Management 1g Elect Director Keith R. Leonard, Jr. For For Management 1h Elect Director Alan J. Levy For For Management 1i Elect Director Jami Dover Nachtsheim For For Management 1j Elect Director Monica P. Reed For For Management 1k Elect Director Mark J. Rubash For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Report on Gender/Racial Pay Gap Against For Shareholder -------------------------------------------------------------------------------- MASTERCARD INCORPORATED Ticker: MA Security ID: 57636Q104 Meeting Date: JUN 27, 2023 Meeting Type: Annual Record Date: APR 28, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Merit E. Janow For For Management 1b Elect Director Candido Bracher For For Management 1c Elect Director Richard K. Davis For For Management 1d Elect Director Julius Genachowski For For Management 1e Elect Director Choon Phong Goh For For Management 1f Elect Director Oki Matsumoto For For Management 1g Elect Director Michael Miebach For For Management 1h Elect Director Youngme Moon For For Management 1i Elect Director Rima Qureshi For For Management 1j Elect Director Gabrielle Sulzberger For For Management 1k Elect Director Harit Talwar For For Management 1l Elect Director Lance Uggla For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Report on Overseeing Risks Related to Against Against Shareholder Discrimination 7 Report on Establishing Merchant Against Against Shareholder Category Code for Gun and Ammunition Stores 8 Report on Lobbying Payments and Policy Against For Shareholder 9 Amend Bylaws to Require Shareholder Against Against Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders 10 Report on Cost-Benefit Analysis of Against Against Shareholder Diversity and Inclusion Efforts -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: DEC 13, 2022 Meeting Type: Annual Record Date: OCT 12, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Reid G. Hoffman For For Management 1.2 Elect Director Hugh F. Johnston For For Management 1.3 Elect Director Teri L. List For For Management 1.4 Elect Director Satya Nadella For For Management 1.5 Elect Director Sandra E. Peterson For For Management 1.6 Elect Director Penny S. Pritzker For For Management 1.7 Elect Director Carlos A. Rodriguez For For Management 1.8 Elect Director Charles W. Scharf For For Management 1.9 Elect Director John W. Stanton For For Management 1.10 Elect Director John W. Thompson For For Management 1.11 Elect Director Emma N. Walmsley For For Management 1.12 Elect Director Padmasree Warrior For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Report on Cost/Benefit Analysis of Against Against Shareholder Diversity and Inclusion 5 Report on Hiring of Persons with Against Against Shareholder Arrest or Incarceration Records 6 Assess and Report on the Company's Against Against Shareholder Retirement Funds' Management of Systemic Climate Risk 7 Report on Government Use of Microsoft Against Against Shareholder Technology 8 Report on Development of Products for Against Against Shareholder Military 9 Report on Tax Transparency Against Against Shareholder -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 09, 2022 Meeting Type: Annual Record Date: JUL 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Alan B. Graf, Jr. For For Management 1b Elect Director Peter B. Henry For For Management 1c Elect Director Michelle A. Peluso For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Adopt a Policy on China Sourcing Against Against Shareholder -------------------------------------------------------------------------------- NVIDIA CORPORATION Ticker: NVDA Security ID: 67066G104 Meeting Date: JUN 22, 2023 Meeting Type: Annual Record Date: APR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert K. Burgess For For Management 1b Elect Director Tench Coxe For For Management 1c Elect Director John O. Dabiri For For Management 1d Elect Director Persis S. Drell For For Management 1e Elect Director Jen-Hsun Huang For For Management 1f Elect Director Dawn Hudson For For Management 1g Elect Director Harvey C. Jones For For Management 1h Elect Director Michael G. McCaffery For For Management 1i Elect Director Stephen C. Neal For For Management 1j Elect Director Mark L. Perry For For Management 1k Elect Director A. Brooke Seawell For For Management 1l Elect Director Aarti Shah For For Management 1m Elect Director Mark A. Stevens For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- S&P GLOBAL INC. Ticker: SPGI Security ID: 78409V104 Meeting Date: MAY 03, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marco Alvera For For Management 1.2 Elect Director Jacques Esculier For For Management 1.3 Elect Director Gay Huey Evans For For Management 1.4 Elect Director William D. Green For For Management 1.5 Elect Director Stephanie C. Hill For For Management 1.6 Elect Director Rebecca Jacoby For For Management 1.7 Elect Director Robert P. Kelly For For Management 1.8 Elect Director Ian Paul Livingston For For Management 1.9 Elect Director Deborah D. McWhinney For For Management 1.10 Elect Director Maria R. Morris For For Management 1.11 Elect Director Douglas L. Peterson For For Management 1.12 Elect Director Richard E. Thornburgh For For Management 1.13 Elect Director Gregory Washington For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- SERVICENOW, INC. Ticker: NOW Security ID: 81762P102 Meeting Date: JUN 01, 2023 Meeting Type: Annual Record Date: APR 04, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan L. Bostrom For For Management 1b Elect Director Teresa Briggs For For Management 1c Elect Director Jonathan C. Chadwick For For Management 1d Elect Director Paul E. Chamberlain For For Management 1e Elect Director Lawrence J. Jackson, Jr. For For Management 1f Elect Director Frederic B. Luddy For For Management 1g Elect Director William R. McDermott For For Management 1h Elect Director Jeffrey A. Miller For For Management 1i Elect Director Joseph 'Larry' Quinlan For For Management 1j Elect Director Anita M. Sands For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Omnibus Stock Plan For For Management 5 Elect Director Deborah Black For For Management -------------------------------------------------------------------------------- SNOWFLAKE INC. Ticker: SNOW Security ID: 833445109 Meeting Date: JUL 07, 2022 Meeting Type: Annual Record Date: MAY 13, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kelly A. Kramer For Withhold Management 1b Elect Director Frank Slootman For Withhold Management 1c Elect Director Michael L. Speiser For Withhold Management 2 Advisory Vote on Say on Pay Frequency One Year One Year Management 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- THE BOEING COMPANY Ticker: BA Security ID: 097023105 Meeting Date: APR 18, 2023 Meeting Type: Annual Record Date: FEB 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert A. Bradway For For Management 1b Elect Director David L. Calhoun For For Management 1c Elect Director Lynne M. Doughtie For For Management 1d Elect Director David L. Gitlin For For Management 1e Elect Director Lynn J. Good For For Management 1f Elect Director Stayce D. Harris For For Management 1g Elect Director Akhil Johri For For Management 1h Elect Director David L. Joyce For For Management 1i Elect Director Lawrence W. Kellner For For Management 1j Elect Director Steven M. Mollenkopf For For Management 1k Elect Director John M. Richardson For For Management 1l Elect Director Sabrina Soussan For For Management 1m Elect Director Ronald A. Williams For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve Omnibus Stock Plan For For Management 5 Ratify Deloitte & Touche LLP as For For Management Auditors 6 Report on Risks Related to Operations Against Against Shareholder in China 7 Report on Lobbying Payments and Policy Against For Shareholder 8 Report on Climate Lobbying Against For Shareholder 9 Report on Median Gender/Racial Pay Gap Against For Shareholder -------------------------------------------------------------------------------- UBER TECHNOLOGIES, INC. Ticker: UBER Security ID: 90353T100 Meeting Date: MAY 08, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ronald Sugar For For Management 1b Elect Director Revathi Advaithi For For Management 1c Elect Director Ursula Burns For For Management 1d Elect Director Robert Eckert For For Management 1e Elect Director Amanda Ginsberg For For Management 1f Elect Director Dara Khosrowshahi For For Management 1g Elect Director Wan Ling Martello For For Management 1h Elect Director John Thain For For Management 1i Elect Director David I. Trujillo For For Management 1j Elect Director Alexander Wynaendts For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Commission a Third-Party Audit on Against Against Shareholder Driver Health and Safety -------------------------------------------------------------------------------- VEEVA SYSTEMS INC. Ticker: VEEV Security ID: 922475108 Meeting Date: JUN 21, 2023 Meeting Type: Annual Record Date: APR 26, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Timothy S. Cabral For For Management 1b Elect Director Mark Carges For For Management 1c Elect Director Peter P. Gassner For For Management 1d Elect Director Mary Lynne Hedley For For Management 1e Elect Director Priscilla Hung For For Management 1f Elect Director Tina Hunt For For Management 1g Elect Director Marshall L. Mohr For For Management 1h Elect Director Gordon Ritter For For Management 1i Elect Director Paul Sekhri For Against Management 1j Elect Director Matthew J. Wallach For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Amend Certificate of Incorporation For For Management 4 Amend Bylaws to Require Shareholder Against Against Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 24, 2023 Meeting Type: Annual Record Date: NOV 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd A. Carney For For Management 1b Elect Director Kermit R. Crawford For For Management 1c Elect Director Francisco Javier For For Management Fernandez-Carbajal 1d Elect Director Alfred F. Kelly, Jr. For For Management 1e Elect Director Ramon Laguarta For For Management 1f Elect Director Teri L. List For For Management 1g Elect Director John F. Lundgren For For Management 1h Elect Director Denise M. Morrison For For Management 1i Elect Director Linda J. Rendle For For Management 1j Elect Director Maynard G. Webb, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify KPMG LLP as Auditors For For Management 5 Require Independent Board Chair Against Against Shareholder -------------------------------------------------------------------------------- WASTE MANAGEMENT, INC. Ticker: WM Security ID: 94106L109 Meeting Date: MAY 09, 2023 Meeting Type: Annual Record Date: MAR 14, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Bruce E. Chinn For For Management 1b Elect Director James C. Fish, Jr. For For Management 1c Elect Director Andres R. Gluski For For Management 1d Elect Director Victoria M. Holt For For Management 1e Elect Director Kathleen M. Mazzarella For For Management 1f Elect Director Sean E. Menke For For Management 1g Elect Director William B. Plummer For For Management 1h Elect Director John C. Pope For For Management 1i Elect Director Maryrose T. Sylvester For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Approve Omnibus Stock Plan For For Management ===================== Jackson Square SMID-Cap Growth Fund ====================== ABIOMED, INC. Ticker: ABMD Security ID: 003654100 Meeting Date: AUG 10, 2022 Meeting Type: Annual Record Date: JUN 13, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael R. Minogue For For Management 1.2 Elect Director Martin P. Sutter For For Management 1.3 Elect Director Paula A. Johnson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- ASPEN TECHNOLOGY, INC. Ticker: AZPN Security ID: 29109X106 Meeting Date: DEC 15, 2022 Meeting Type: Annual Record Date: OCT 17, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Patrick M. Antkowiak For For Management 1b Elect Director Robert E. Beauchamp For For Management 1c Elect Director Thomas F. Bogan For For Management 1d Elect Director Karen M. Golz For For Management 1e Elect Director Ram R. Krishnan For For Management 1f Elect Director Antonio J. Pietri For For Management 1g Elect Director Arlen R. Shenkman For For Management 1h Elect Director Jill D. Smith For For Management 1i Elect Director Robert M. Whelan, Jr. For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- AZENTA, INC. Ticker: AZTA Security ID: 114340102 Meeting Date: JAN 31, 2023 Meeting Type: Annual Record Date: DEC 12, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank E. Casal For For Management 1.2 Elect Director Robyn C. Davis For For Management 1.3 Elect Director Joseph R. Martin For For Management 1.4 Elect Director Erica J. McLaughlin For For Management 1.5 Elect Director Tina S. Nova For For Management 1.6 Elect Director Krishna G. Palepu For For Management 1.7 Elect Director Dorothy E. Puhy For For Management 1.8 Elect Director Michael Rosenblatt For For Management 1.9 Elect Director Stephen S. Schwartz For For Management 1.10 Elect Director Ellen M. Zane For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- BIO-TECHNE CORPORATION Ticker: TECH Security ID: 09073M104 Meeting Date: OCT 27, 2022 Meeting Type: Annual Record Date: SEP 02, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Fix Number of Directors at Nine For For Management 2a Elect Director Robert V. Baumgartner For For Management 2b Elect Director Julie L. Bushman For For Management 2c Elect Director John L. Higgins For For Management 2d Elect Director Joseph D. Keegan For For Management 2e Elect Director Charles R. Kummeth For For Management 2f Elect Director Roeland Nusse For For Management 2g Elect Director Alpna Seth For For Management 2h Elect Director Randolph Steer For For Management 2i Elect Director Rupert Vessey For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Stock Split For For Management 5 Ratify KPMG, LLP as Auditors For For Management -------------------------------------------------------------------------------- CATALENT, INC. Ticker: CTLT Security ID: 148806102 Meeting Date: OCT 27, 2022 Meeting Type: Annual Record Date: SEP 06, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Madhavan "Madhu" For For Management Balachandran 1b Elect Director Michael J. Barber For For Management 1c Elect Director J. Martin Carroll For For Management 1d Elect Director John Chiminski For For Management 1e Elect Director Rolf Classon For For Management 1f Elect Director Rosemary A. Crane For For Management 1g Elect Director Karen Flynn For For Management 1h Elect Director John J. Greisch For For Management 1i Elect Director Christa Kreuzburg For For Management 1j Elect Director Gregory T. Lucier For For Management 1k Elect Director Donald E. Morel, Jr. For For Management 1l Elect Director Alessandro Maselli For For Management 1m Elect Director Jack Stahl For For Management 1n Elect Director Peter Zippelius For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CHARLES RIVER LABORATORIES INTERNATIONAL, INC. Ticker: CRL Security ID: 159864107 Meeting Date: MAY 09, 2023 Meeting Type: Annual Record Date: MAR 16, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James C. Foster For For Management 1.2 Elect Director Nancy C. Andrews For For Management 1.3 Elect Director Robert Bertolini For For Management 1.4 Elect Director Deborah T. Kochevar For For Management 1.5 Elect Director George Llado, Sr. For For Management 1.6 Elect Director Martin W. Mackay For For Management 1.7 Elect Director George E. Massaro For For Management 1.8 Elect Director C. Richard Reese For For Management 1.9 Elect Director Craig B. Thompson For For Management 1.10 Elect Director Richard F. Wallman For For Management 1.11 Elect Director Virginia M. Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Report on Non-human Primates Imported Against Against Shareholder by the Company -------------------------------------------------------------------------------- CLEAN HARBORS, INC. Ticker: CLH Security ID: 184496107 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: MAR 27, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward G. Galante For For Management 1.2 Elect Director Alison A. Quirk For For Management 1.3 Elect Director Shelley Stewart, Jr. For For Management 1.4 Elect Director John R. Welch For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- COUPA SOFTWARE INCORPORATED Ticker: COUP Security ID: 22266L106 Meeting Date: FEB 23, 2023 Meeting Type: Special Record Date: JAN 23, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- DOLBY LABORATORIES, INC. Ticker: DLB Security ID: 25659T107 Meeting Date: FEB 07, 2023 Meeting Type: Annual Record Date: DEC 09, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kevin Yeaman For For Management 1.2 Elect Director Peter Gotcher For Withhold Management 1.3 Elect Director Micheline Chau For For Management 1.4 Elect Director David Dolby For Withhold Management 1.5 Elect Director Tony Prophet For Withhold Management 1.6 Elect Director Emily Rollins For For Management 1.7 Elect Director Simon Segars For Withhold Management 1.8 Elect Director Anjali Sud For For Management 1.9 Elect Director Avadis Tevanian, Jr. For Withhold Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For Against Management 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- ELASTIC N.V. Ticker: ESTC Security ID: N14506104 Meeting Date: OCT 06, 2022 Meeting Type: Annual Record Date: SEP 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sohaib Abbasi For For Management 1b Elect Director Caryn Marooney For For Management 1c Elect Director Chetan Puttagunta For For Management 1d Elect Director Steven Schuurman For For Management 2 Adopt Financial Statements and For For Management Statutory Reports 3 Appoint PricewaterhouseCoopers For For Management Accountants N.V. as External Auditor 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Approve Discharge of Executive For For Management Directors 6 Approve Discharge of Non-Executive For For Management Directors 7 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 8 Approve Qualified Employee Stock For For Management Purchase Plan 9 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- FMC CORPORATION Ticker: FMC Security ID: 302491303 Meeting Date: APR 27, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Pierre Brondeau For For Management 1b Elect Director Eduardo E. Cordeiro For For Management 1c Elect Director Carol Anthony ("John") For For Management Davidson 1d Elect Director Mark Douglas For For Management 1e Elect Director Kathy L. Fortmann For For Management 1f Elect Director C. Scott Greer For For Management 1g Elect Director K'Lynne Johnson For For Management 1h Elect Director Dirk A. Kempthorne For For Management 1i Elect Director Margareth Ovrum For For Management 1j Elect Director Robert C. Pallash For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- GRACO INC. Ticker: GGG Security ID: 384109104 Meeting Date: APR 28, 2023 Meeting Type: Annual Record Date: FEB 27, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lee R. Mitau For For Management 1b Elect Director Martha A. Morfitt For For Management 1c Elect Director Mark W. Sheahan For For Management 1d Elect Director Kevin J. Wheeler For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- GROCERY OUTLET HOLDING CORP. Ticker: GO Security ID: 39874R101 Meeting Date: JUN 20, 2023 Meeting Type: Annual Record Date: APR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kenneth W. Alterman For For Management 1b Elect Director John (Jeb) E. Bachman For For Management 1c Elect Director Thomas F. Herman For For Management 1d Elect Director Erik D. Ragatz For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- HEXCEL CORPORATION Ticker: HXL Security ID: 428291108 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nick L. Stanage For For Management 1b Elect Director Jeffrey C. Campbell For For Management 1c Elect Director Cynthia M. Egnotovich For For Management 1d Elect Director Thomas A. Gendron For For Management 1e Elect Director Jeffrey A. Graves For For Management 1f Elect Director Guy C. Hachey For For Management 1g Elect Director Marilyn L. Minus For For Management 1h Elect Director Catherine A. Suever For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- HOWMET AEROSPACE INC. Ticker: HWM Security ID: 443201108 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James F. Albaugh For For Management 1b Elect Director Amy E. Alving For For Management 1c Elect Director Sharon R. Barner For For Management 1d Elect Director Joseph S. Cantie For For Management 1e Elect Director Robert F. Leduc For For Management 1f Elect Director David J. Miller For For Management 1g Elect Director Jody G. Miller For For Management 1h Elect Director John C. Plant For For Management 1i Elect Director Ulrich R. Schmidt For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Provide Right to Call a Special Against For Shareholder Meeting at a 10 Percent Ownership Threshold -------------------------------------------------------------------------------- LATTICE SEMICONDUCTOR CORPORATION Ticker: LSCC Security ID: 518415104 Meeting Date: MAY 05, 2023 Meeting Type: Annual Record Date: MAR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Anderson For For Management 1.2 Elect Director Robin A. Abrams For For Management 1.3 Elect Director Douglas Bettinger For For Management 1.4 Elect Director Mark E. Jensen For For Management 1.5 Elect Director James P. Lederer For For Management 1.6 Elect Director D. Jeffrey Richardson For For Management 1.7 Elect Director Elizabeth Schwarting For For Management 1.8 Elect Director Raejeanne Skillern For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- LENDINGCLUB CORPORATION Ticker: LC Security ID: 52603A208 Meeting Date: JUN 08, 2023 Meeting Type: Annual Record Date: APR 11, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kathryn Reimann For For Management 1b Elect Director Scott Sanborn For For Management 1c Elect Director Michael Zeisser For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Declassify the Board of Directors For For Management 5 Eliminate Supermajority Vote For For Management Requirement 6 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- LPL FINANCIAL HOLDINGS INC. Ticker: LPLA Security ID: 50212V100 Meeting Date: MAY 11, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Dan H. Arnold For For Management 1b Elect Director Edward C. Bernard For For Management 1c Elect Director H. Paulett Eberhart For For Management 1d Elect Director William F. Glavin, Jr. For For Management 1e Elect Director Albert J. Ko For For Management 1f Elect Director Allison H. Mnookin For For Management 1g Elect Director Anne M. Mulcahy For For Management 1h Elect Director James S. Putnam For For Management 1i Elect Director Richard P. Schifter For For Management 1j Elect Director Corey E. Thomas For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- MARKETAXESS HOLDINGS INC. Ticker: MKTX Security ID: 57060D108 Meeting Date: JUN 07, 2023 Meeting Type: Annual Record Date: APR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard M. McVey For For Management 1b Elect Director Christopher R. Concannon For For Management 1c Elect Director Nancy Altobello For For Management 1d Elect Director Steven L. Begleiter For For Management 1e Elect Director Stephen P. Casper For For Management 1f Elect Director Jane Chwick For For Management 1g Elect Director William F. Cruger For For Management 1h Elect Director Kourtney Gibson For For Management 1i Elect Director Richard G. Ketchum For For Management 1j Elect Director Emily H. Portney For For Management 1k Elect Director Richard L. Prager For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- OKTA, INC. Ticker: OKTA Security ID: 679295105 Meeting Date: JUN 22, 2023 Meeting Type: Annual Record Date: APR 26, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shellye Archambeau For For Management 1.2 Elect Director Robert L. Dixon, Jr. For For Management 1.3 Elect Director Benjamin Horowitz For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- PACIFIC BIOSCIENCES OF CALIFORNIA, INC. Ticker: PACB Security ID: 69404D108 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: APR 05, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Christian O. Henry For For Management 1b Elect Director John F. Milligan For For Management 1c Elect Director Lucy Shapiro For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years 5 Advisory Vote on Retention of None Against Management Classified Board Structure -------------------------------------------------------------------------------- PAPA JOHN'S INTERNATIONAL, INC. Ticker: PZZA Security ID: 698813102 Meeting Date: APR 25, 2023 Meeting Type: Annual Record Date: FEB 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Christopher L. Coleman For For Management 1b Elect Director Laurette T. Koellner For For Management 1c Elect Director Robert M. Lynch For For Management 1d Elect Director Jocelyn C. Mangan For For Management 1e Elect Director Sonya E. Medina For For Management 1f Elect Director Shaquille R. O'Neal For For Management 1g Elect Director Anthony M. Sanfilippo For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- PELOTON INTERACTIVE, INC. Ticker: PTON Security ID: 70614W100 Meeting Date: DEC 06, 2022 Meeting Type: Annual Record Date: OCT 10, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Karen Boone For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- SITEONE LANDSCAPE SUPPLY, INC. Ticker: SITE Security ID: 82982L103 Meeting Date: MAY 11, 2023 Meeting Type: Annual Record Date: MAR 14, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William (Bill) W. For For Management Douglas, III 1.2 Elect Director Jeri L. Isbell For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- THE NEW YORK TIMES COMPANY Ticker: NYT Security ID: 650111107 Meeting Date: APR 26, 2023 Meeting Type: Annual Record Date: FEB 28, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Beth Brooke For For Management 1.2 Elect Director Rachel Glaser For For Management 1.3 Elect Director Brian P. McAndrews For For Management 1.4 Elect Director John W. Rogers, Jr. For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- TWIST BIOSCIENCE CORPORATION Ticker: TWST Security ID: 90184D100 Meeting Date: FEB 07, 2023 Meeting Type: Annual Record Date: DEC 30, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Keith Crandell For Withhold Management 1.2 Elect Director Jan Johannessen For Withhold Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- WARNER MUSIC GROUP CORP. Ticker: WMG Security ID: 934550203 Meeting Date: FEB 28, 2023 Meeting Type: Annual Record Date: JAN 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert Kyncl For For Management 1b Elect Director Lincoln Benet For Against Management 1c Elect Director Alex Blavatnik For Against Management 1d Elect Director Len Blavatnik For For Management 1e Elect Director Mathias Dopfner For Against Management 1f Elect Director Nancy Dubuc For For Management 1g Elect Director Noreena Hertz For Against Management 1h Elect Director Ynon Kreiz For Against Management 1i Elect Director Ceci Kurzman For Against Management 1j Elect Director Michael Lynton For For Management 1k Elect Director Donald A. Wagner For Against Management 2 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION Ticker: WAB Security ID: 929740108 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Rafael Santana For For Management 1b Elect Director Lee C. Banks For For Management 1c Elect Director Byron S. Foster For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- WIX.COM LTD. Ticker: WIX Security ID: M98068105 Meeting Date: DEC 19, 2022 Meeting Type: Annual Record Date: NOV 09, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Reelect Avishai Abrahami as Director For For Management 1b Reelect Diane Greene as Director For For Management 1c Reelect Mark Tluszcz as Director For For Management 2.1 Amend and Readopt Compensation Policy For For Management for the Executives of the Company 2.2 Amend and Readopt Compensation Policy For For Management for the Directors of the Company 3 Amend and Readopt Compensation For For Management Arrangement of Non-Executive Directors 4 Approve Offer to Exchange certain For For Management Options held by Non-Director and Non-Executive Employees of the Company and Subsidiaries 5 Ratify the Appointment and For For Management Compensation of Kost, Forer, Gabbay & Kasierer as Auditors A Vote FOR if you are NOT a controlling None For Management shareholder and do NOT have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. If you vote AGAINST, please provide an explanation to your account manager -------------------------------------------------------------------------------- WYNDHAM HOTELS & RESORTS, INC. Ticker: WH Security ID: 98311A105 Meeting Date: MAY 09, 2023 Meeting Type: Annual Record Date: MAR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stephen P. Holmes For For Management 1b Elect Director Geoffrey A. Ballotti For For Management 1c Elect Director Myra J. Biblowit For For Management 1d Elect Director James E. Buckman For For Management 1e Elect Director Bruce B. Churchill For For Management 1f Elect Director Mukul V. Deoras For For Management 1g Elect Director Ronald L. Nelson For For Management 1h Elect Director Pauline D.E. Richards For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Certificate of Incorporation To For For Management Provide for Exculpation of Certain Officers 4 Ratify Deloitte & Touche LLP as For For Management Auditors ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Managed Portfolio Series By (Signature and Title) /s/ Brian R. Wiedmeyer Brian R. Wiedmeyer, President (Principal Executive Officer) Date August 21, 2023