0001193125-18-260234.txt : 20180828 0001193125-18-260234.hdr.sgml : 20180828 20180828125505 ACCESSION NUMBER: 0001193125-18-260234 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180630 FILED AS OF DATE: 20180828 DATE AS OF CHANGE: 20180828 EFFECTIVENESS DATE: 20180828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AllianzGI Diversified Income & Convertible Fund CENTRAL INDEX KEY: 0001636289 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-23039 FILM NUMBER: 181040959 BUSINESS ADDRESS: STREET 1: 1633 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-739-3222 MAIL ADDRESS: STREET 1: 1633 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: AllianzGI Income & Growth Opportunities Fund DATE OF NAME CHANGE: 20150311 N-PX 1 d603119dnpx.txt ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM N-PX ----------------- ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-23039 ----------------- AllianzGI Diversified Income & Convertible Fund (Exact name of registrant as specified in charter) ----------------- 1633 Broadway, New York, NY 10019 (Address of Principal Executive Office) ----------------- Allianz Global Investors U.S. LLC 1633 Broadway New York, NY 10019 (Name and Address of Agent for Service) ----------------- Registrant's telephone number, including area code: 212-739-3000 Date of fiscal year end: January 31 Date of reporting period: July 1, 2017 through June 30, 2018 ================================================================================ Item 1. Proxy Voting Record ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-23039 Reporting Period: 07/01/2017 - 06/30/2018 AllianzGI Diversified Income & Convertible Fund ================ AllianzGI Diverified Income & Convertible Fund ================ 3M COMPANY Ticker: MMM Security ID: 88579Y101 Meeting Date: MAY 08, 2018 Meeting Type: Annual Record Date: MAR 13, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sondra L. Barbour For For Management 1b Elect Director Thomas 'Tony' K. Brown For For Management 1c Elect Director David B. Dillon For For Management 1d Elect Director Michael L. Eskew For Against Management 1e Elect Director Herbert L. Henkel For For Management 1f Elect Director Amy E. Hood For For Management 1g Elect Director Muhtar Kent For For Management 1h Elect Director Edward M. Liddy For For Management 1i Elect Director Gregory R. Page For For Management 1j Elect Director Michael F. Roman For For Management 1k Elect Director Inge G. Thulin For Against Management 1l Elect Director Patricia A. Woertz For For Management 2 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Amend Bylaws -- Call Special Meetings Against For Shareholder 5 Consider Pay Disparity Between Against Against Shareholder Executives and Other Employees -------------------------------------------------------------------------------- ABBVIE INC. Ticker: ABBV Security ID: 00287Y109 Meeting Date: MAY 04, 2018 Meeting Type: Annual Record Date: MAR 07, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Roxanne S. Austin For For Management 1.2 Elect Director Richard A. Gonzalez For For Management 1.3 Elect Director Rebecca B. Roberts For For Management 1.4 Elect Director Glenn F. Tilton 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 5 Declassify the Board of Directors For For Management 6 Eliminate Supermajority Vote For For Management Requirement to Amend Bylaws 7 Report on Lobbying Payments and Policy Against For Shareholder 8 Require Independent Board Chairman Against For Shareholder 9 Report on Integrating Risks Related to Against For Shareholder Drug Pricing into Senior Executive Compensation -------------------------------------------------------------------------------- ADOBE SYSTEMS INCORPORATED Ticker: ADBE Security ID: 00724F101 Meeting Date: APR 12, 2018 Meeting Type: Annual Record Date: FEB 14, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Amy L. Banse For For Management 1b Elect Director Edward W. Barnholt For Against Management 1c Elect Director Robert K. Burgess For Against Management 1d Elect Director Frank A. Calderoni For For Management 1e Elect Director James E. Daley For Against Management 1f Elect Director Laura B. Desmond For For Management 1g Elect Director Charles M. Geschke For Against Management 1h Elect Director Shantanu Narayen For Against Management 1i Elect Director Daniel L. Rosensweig For For Management 1j Elect Director John E. Warnock For Against Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify KPMG LLP as Auditors For Against Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- ALIBABA GROUP HOLDING LIMITED Ticker: BABA Security ID: 01609W102 Meeting Date: OCT 18, 2017 Meeting Type: Annual Record Date: AUG 18, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Jack Yun Ma as Director For For Management 1.2 Elect Masayoshi Son as Director For For Management 1.3 Elect Walter Teh Ming Kwauk as Director For For Management 2 Ratify PricewaterhouseCoopers as For For Management Auditors -------------------------------------------------------------------------------- ALLERGAN PLC Ticker: AGN Security ID: G0177J108 Meeting Date: MAY 02, 2018 Meeting Type: Annual Record Date: MAR 06, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nesli Basgoz For For Management 1b Elect Director Paul M. Bisaro For Against Management 1c Elect Director Joseph H. Boccuzi For For Management 1d Elect Director Christopher W. Bodine For For Management 1e Elect Director Adriane M. Brown For For Management 1f Elect Director Christopher J. Coughlin For For Management 1g Elect Director Carol Anthony 'John' For For Management Davidson 1h Elect Director Catherine M. Klema For For Management 1i Elect Director Peter J. McDonnell For For Management 1j Elect Director Patrick J. O'Sullivan For For Management 1k Elect Director Brenton L. Saunders For For Management 1l Elect Director Fred G. Weiss For Against Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Approve PricewaterhouseCoopers LLP as For Against Management Auditors and Authorize Board to Fix Their Remuneration 4 Authorize Issue of Equity with For For Management Pre-emptive Rights 5A Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 5B Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 6 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- ALPHABET INC. Ticker: GOOGL Security ID: 02079K305 Meeting Date: JUN 06, 2018 Meeting Type: Annual Record Date: APR 18, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry Page For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Eric E. Schmidt For For Management 1.4 Elect Director L. John Doerr For Withhold Management 1.5 Elect Director Roger W. Ferguson, Jr. For For Management 1.6 Elect Director Diane B. Greene For For Management 1.7 Elect Director John L. Hennessy For Withhold Management 1.8 Elect Director Ann Mather For Withhold Management 1.9 Elect Director Alan R. Mulally For For Management 1.10 Elect Director Sundar Pichai For For Management 1.11 Elect Director K. Ram Shriram For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Report on Gender Pay Gap Against For Shareholder 7 Adopt Simple Majority Vote Against Against Shareholder 8 Assess Feasibility of Including Against For Shareholder Sustainability as a Performance Measure for Senior Executive Compensation 9 Adopt a Policy on Board Diversity Against Against Shareholder 10 Report on Major Global Content Against For Shareholder Management Controversies -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 30, 2018 Meeting Type: Annual Record Date: APR 05, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jeffrey P. Bezos For For Management 1b Elect Director Tom A. Alberg For Against Management 1c Elect Director Jamie S. Gorelick For For Management 1d Elect Director Daniel P. Huttenlocher For For Management 1e Elect Director Judith A. McGrath For For Management 1f Elect Director Jonathan J. Rubinstein For For Management 1g Elect Director Thomas O. Ryder For Against Management 1h Elect Director Patricia Q. Stonesifer For For Management 1i Elect Director Wendell P. Weeks For Against Management 2 Ratify Ernst & Young LLP as Auditors For Against Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Adopt Policy on Board Diversity None None Shareholder *Withdrawn Resolution* 5 Require Independent Board Chairman Against For Shareholder 6 Provide Vote Counting to Exclude Against Against Shareholder Abstentions -------------------------------------------------------------------------------- AMPHENOL CORPORATION Ticker: APH Security ID: 032095101 Meeting Date: MAY 17, 2018 Meeting Type: Annual Record Date: MAR 19, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald P. Badie For Against Management 1.2 Elect Director Stanley L. Clark For Against Management 1.3 Elect Director John D. Craig For For Management 1.4 Elect Director David P. Falck For For Management 1.5 Elect Director Edward G. Jepsen For Against Management 1.6 Elect Director Martin H. Loeffler For Against Management 1.7 Elect Director John R. Lord For Against Management 1.8 Elect Director R. Adam Norwitt For For Management 1.9 Elect Director Diana G. Reardon For Against Management 1.10 Elect Director Anne Clarke Wolff For For Management 2 Ratify Deloitte & Touche LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 13, 2018 Meeting Type: Annual Record Date: DEC 15, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James Bell For For Management 1b Elect Director Tim Cook For For Management 1c Elect Director Al Gore For For Management 1d Elect Director Bob Iger For For Management 1e Elect Director Andrea Jung For For Management 1f Elect Director Art Levinson For Against Management 1g Elect Director Ron Sugar For For Management 1h Elect Director Sue Wagner 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 Amend Non-Employee Director Omnibus For For Management Stock Plan 5 Proxy Access Amendments Against For Shareholder 6 Establish Human Rights Committee Against Against Shareholder -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505104 Meeting Date: APR 25, 2018 Meeting Type: Annual Record Date: MAR 02, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sharon L. Allen For For Management 1b Elect Director Susan S. Bies For For Management 1c Elect Director Jack O. Bovender, Jr. For For Management 1d Elect Director Frank P. Bramble, Sr. For For Management 1e Elect Director Pierre J.P. de Weck For For Management 1f Elect Director Arnold W. Donald For Abstain Management 1g Elect Director Linda P. Hudson For For Management 1h Elect Director Monica C. Lozano For For Management 1i Elect Director Thomas J. May For For Management 1j Elect Director Brian T. Moynihan For For Management 1k Elect Director Lionel L. Nowell, III For For Management 1l Elect Director Michael D. White For For Management 1m Elect Director Thomas D. Woods For For Management 1n Elect Director R. David Yost For For Management 1o Elect Director Maria T. Zuber For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 4 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Ticker: BAX Security ID: 071813109 Meeting Date: MAY 08, 2018 Meeting Type: Annual Record Date: MAR 15, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jose (Joe) E. Almeida For Against Management 1b Elect Director Thomas F. Chen For For Management 1c Elect Director John D. Forsyth For Against Management 1d Elect Director James R. Gavin, III For Against Management 1e Elect Director Peter S. Hellman For Against Management 1f Elect Director Munib Islam For For Management 1g Elect Director Michael F. Mahoney For Against Management 1h Elect Director Stephen N. Oesterle For Against Management 1i Elect Director Carole J. Shapazian For Against Management 1j Elect Director Cathy R. Smith For For Management 1k Elect Director Thomas T. Stallkamp For Against Management 1l Elect Director Albert P.L. Stroucken For Against Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 4 Require Independent Board Chairman Against For Shareholder 5 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- BIOGEN INC. Ticker: BIIB Security ID: 09062X103 Meeting Date: JUN 12, 2018 Meeting Type: Annual Record Date: APR 17, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Alexander J. Denner For For Management 1b Elect Director Caroline D. Dorsa For For Management 1c Elect Director Nancy L. Leaming For For Management 1d Elect Director Richard C. Mulligan For For Management 1e Elect Director Robert W. Pangia For For Management 1f Elect Director Stelios Papadopoulos For For Management 1g Elect Director Brian S. Posner For For Management 1h Elect Director Eric K. Rowinsky For For Management 1i Elect Director Lynn Schenk For For Management 1j Elect Director Stephen A. Sherwin For For Management 1k Elect Director Michel Vounatsos For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Amend Proxy Access Right Against For Shareholder 5 Report on Integrating Risks Related to Against For Shareholder Drug Pricing into Senior Executive Compensation -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY Security ID: 110122108 Meeting Date: MAY 01, 2018 Meeting Type: Annual Record Date: MAR 14, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Peter J. Arduini For For Management 1B Elect Director Jose Baselga For For Management 1C Elect Director Robert J. Bertolini For For Management 1D Elect Director Giovanni Caforio For For Management 1E Elect Director Matthew W. Emmens For For Management 1F Elect Director Michael Grobstein For For Management 1G Elect Director Alan J. Lacy For For Management 1H Elect Director Dinesh C. Paliwal For Against Management 1I Elect Director Theodore R. Samuels For For Management 1J Elect Director Gerald L. Storch For For Management 1K Elect Director Vicki L. Sato For For Management 1L Elect Director Karen H. Vousden For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Report on Integrating Risks Related to Against For Shareholder Drug Pricing into Senior Executive Compensation 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- BROADCOM LIMITED Ticker: AVGO Security ID: Y09827109 Meeting Date: MAR 23, 2018 Meeting Type: Court Record Date: MAR 05, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement For For Management -------------------------------------------------------------------------------- BROADCOM LIMITED Ticker: AVGO Security ID: Y09827109 Meeting Date: APR 04, 2018 Meeting Type: Annual Record Date: FEB 12, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Hock E. Tan For For Management 1b Elect Director James V. Diller For For Management 1c Elect Director Gayla J. Delly For For Management 1d Elect Director Lewis C. Eggebrecht For For Management 1e Elect Director Kenneth Y. Hao For For Management 1f Elect Director Eddy W. Hartenstein For For Management 1g Elect Director Check Kian Low For For Management 1h Elect Director Donald Macleod For For Management 1i Elect Director Peter J. Marks For For Management 1j Elect Director Henry Samueli For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Approve Issuance of Shares With or For Against Management Without Preemptive Rights 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: JUN 13, 2018 Meeting Type: Annual Record Date: APR 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kelly A. Ayotte For For Management 1.2 Elect Director David L. Calhoun For Against Management 1.3 Elect Director Daniel M. Dickinson For For Management 1.4 Elect Director Juan Gallardo For For Management 1.5 Elect Director Dennis A. Muilenburg For For Management 1.6 Elect Director William A. Osborn For Against Management 1.7 Elect Director Debra L. Reed For Against Management 1.8 Elect Director Edward B. Rust, Jr. For For Management 1.9 Elect Director Susan C. Schwab For For Management 1.10 Elect Director D. James Umpleby, III For For Management 1.11 Elect Director Miles D. White For Against Management 1.12 Elect Director Rayford Wilkins, Jr. For For Management 2 Ratify PricewaterhouseCoopers as For Against Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 5 Amend Compensation Clawback Policy Against For Shareholder 6 Require Director Nominee with Human Against Against Shareholder Rights Experience -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: JUN 11, 2018 Meeting Type: Annual Record Date: APR 06, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth J. Bacon For Withhold Management 1.2 Elect Director Madeline S. Bell For For Management 1.3 Elect Director Sheldon M. Bonovitz For For Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Gerald L. Hassell For For Management 1.6 Elect Director Jeffrey A. Honickman For For Management 1.7 Elect Director Maritza G. Montiel For For Management 1.8 Elect Director Asuka Nakahara For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Brian L. Roberts For For Management 2 Ratify Deloitte & Touche LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 30, 2018 Meeting Type: Annual Record Date: NOV 24, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth D. Denman For For Management 1.2 Elect Director W. Craig Jelinek For For Management 1.3 Elect Director Jeffrey S. Raikes For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Adopt Simple Majority Vote Against For Shareholder 5 Adopt Policy Regarding Prison Labor Against For Shareholder -------------------------------------------------------------------------------- D.R. HORTON, INC. Ticker: DHI Security ID: 23331A109 Meeting Date: JAN 24, 2018 Meeting Type: Annual Record Date: NOV 27, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Donald R. Horton For Against Management 1b Elect Director Barbara K. Allen For For Management 1c Elect Director Brad S. Anderson For Against Management 1d Elect Director Michael R. Buchanan For Against Management 1e Elect Director Michael W. Hewatt For Against 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 Amend Executive Incentive Bonus Plan For For Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- DEERE & COMPANY Ticker: DE Security ID: 244199105 Meeting Date: FEB 28, 2018 Meeting Type: Annual Record Date: DEC 29, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Samuel R. Allen For Against Management 1b Elect Director Vance D. Coffman For Against Management 1c Elect Director Alan C. Heuberger For For Management 1d Elect Director Charles O. Holliday, Jr. For For Management 1e Elect Director Dipak C. Jain For Against Management 1f Elect Director Michael O. Johanns For For Management 1g Elect Director Clayton M. Jones For For Management 1h Elect Director Brian M. Krzanich For For Management 1i Elect Director Gregory R. Page For For Management 1j Elect Director Sherry M. Smith For For Management 1k Elect Director Dmitri L. Stockton For For Management 1l Elect Director Sheila G. Talton For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify Deloitte & Touche LLP as For Against Management Auditors 5 Amend Bylaws-- Call Special Meetings Against For Shareholder -------------------------------------------------------------------------------- DOWDUPONT INC. Ticker: DWDP Security ID: 26078J100 Meeting Date: APR 25, 2018 Meeting Type: Annual Record Date: FEB 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lamberto Andreotti For For Management 1b Elect Director James A. Bell For Against Management 1c Elect Director Edward D. Breen For For Management 1d Elect Director Robert A. Brown For For Management 1e Elect Director Alexander M. Cutler For For Management 1f Elect Director Jeff M. Fettig For For Management 1g Elect Director Marillyn A. Hewson For For Management 1h Elect Director Lois D. Juliber For For Management 1i Elect Director Andrew N. Liveris For For Management 1j Elect Director Raymond J. Milchovich For For Management 1k Elect Director Paul Polman For For Management 1l Elect Director Dennis H. Reilley For For Management 1m Elect Director James M. Ringler For Against Management 1n Elect Director Ruth G. Shaw For For Management 1o Elect Director Lee M. Thomas For For Management 1p Elect Director Patrick J. Ward 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 Ratify Deloitte & Touche LLP as For Against Management Auditors 5 Eliminate Supermajority Vote Against For Shareholder Requirement 6 Report on Pay Disparity Against Against Shareholder 7 Assess Feasibility of Including Against For Shareholder Sustainability as a Performance Measure for Senior Executive Compensation 8 Report on Impact of the Bhopal Against Against Shareholder Chemical Explosion 9 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- FACEBOOK, INC. Ticker: FB Security ID: 30303M102 Meeting Date: MAY 31, 2018 Meeting Type: Annual Record Date: APR 06, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For For Management 1.2 Elect Director Erskine B. Bowles For For Management 1.3 Elect Director Kenneth I. Chenault For For Management 1.4 Elect Director Susan D. For For Management Desmond-Hellmann 1.5 Elect Director Reed Hastings For For Management 1.6 Elect Director Jan Koum - Withdrawn None None Management Resolution 1.7 Elect Director Sheryl K. Sandberg For For Management 1.8 Elect Director Peter A. Thiel For For Management 1.9 Elect Director Mark Zuckerberg For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 4 Establish Board Committee on Risk Against For Shareholder Management 5 Adopt Simple Majority Vote Against For Shareholder 6 Report on Major Global Content Against For Shareholder Management Controversies (Fake News) 7 Report on Gender Pay Gap Against For Shareholder 8 Report on Responsible Tax Principles Against Against Shareholder -------------------------------------------------------------------------------- FLUOR CORPORATION Ticker: FLR Security ID: 343412102 Meeting Date: MAY 03, 2018 Meeting Type: Annual Record Date: MAR 05, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Peter K. Barker For For Management 1B Elect Director Alan M. Bennett For For Management 1C Elect Director Rosemary T. Berkery For For Management 1D Elect Director Peter J. Fluor For Against Management 1E Elect Director James T. Hackett For Against Management 1F Elect Director Samuel J. Locklear, III For For Management 1G Elect Director Deborah D. McWhinney For For Management 1H Elect Director Armando J. Olivera For For Management 1I Elect Director Matthew K. Rose For For Management 1J Elect Director David T. Seaton For Against Management 1K Elect Director Nader H. Sultan For For Management 1L Elect Director Lynn C. Swann For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For Against Management 4 Adopt Quantitative Company-wide GHG Against For Shareholder Goals -------------------------------------------------------------------------------- FORD MOTOR COMPANY Ticker: F Security ID: 345370860 Meeting Date: MAY 10, 2018 Meeting Type: Annual Record Date: MAR 14, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Stephen G. Butler For Against Management 1b Elect Director Kimberly A. Casiano For Against Management 1c Elect Director Anthony F. Earley, Jr. For For Management 1d Elect Director Edsel B. Ford, II For For Management 1e Elect Director William Clay Ford, Jr. For For Management 1f Elect Director James P. Hackett For For Management 1g Elect Director William W. Helman, IV For For Management 1h Elect Director William E. Kennard For For Management 1i Elect Director John C. Lechleiter For For Management 1j Elect Director Ellen R. Marram For Against Management 1k Elect Director John L. Thornton For For Management 1l Elect Director John B. Veihmeyer For For Management 1m Elect Director Lynn M. Vojvodich For For Management 1n Elect Director John S. Weinberg For For Management 2 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For Against Management 5 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Report on Fleet GHG Emissions in Against For Shareholder Relation to CAFE Standards 8 Transparent Political Spending Against For Shareholder -------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Ticker: GE Security ID: 369604103 Meeting Date: APR 25, 2018 Meeting Type: Annual Record Date: FEB 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Sebastien M. Bazin For Against Management 2 Elect Director W. Geoffrey Beattie For For Management 3 Elect Director John J. Brennan For For Management 4 Elect Director H. Lawrence Culp, Jr. For For Management 5 Elect Director Francisco D'Souza For For Management 6 Elect Director John L. Flannery For For Management 7 Elect Director Edward P. Garden For For Management 8 Elect Director Thomas W. Horton For For Management 9 Elect Director Risa Lavizzo-Mourey For For Management 10 Elect Director James J. Mulva For For Management 11 Elect Director Leslie F. Seidman For For Management 12 Elect Director James S. Tisch For Against Management 13 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 14 Amend Nonqualified Employee Stock For For Management Purchase Plan 15 Ratify KPMG LLP as Auditors For Against Management 16 Require Independent Board Chairman Against For Shareholder 17 Provide for Cumulative Voting Against Against Shareholder 18 Adjust Executive Compensation Metrics Against Against Shareholder for Share Buybacks 19 Report on Lobbying Payments and Policy Against For Shareholder 20 Report on Stock Buybacks Against Against Shareholder 21 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 09, 2018 Meeting Type: Annual Record Date: MAR 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John F. Cogan For Against Management 1b Elect Director Jacqueline K. Barton For For Management 1c Elect Director Kelly A. Kramer For Against Management 1d Elect Director Kevin E. Lofton For Against Management 1e Elect Director John C. Martin For Against Management 1f Elect Director John F. Milligan For For Management 1g Elect Director Richard J. Whitley For Against Management 1h Elect Director Gayle E. Wilson For Against Management 1i Elect Director Per Wold-Olsen For Against Management 2 Ratify Ernst & Young LLP as Auditors For Against Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Require Independent Board Chairman Against For Shareholder 5 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Ticker: HON Security ID: 438516106 Meeting Date: APR 23, 2018 Meeting Type: Annual Record Date: FEB 23, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Darius Adamczyk For Against Management 1B Elect Director Duncan B. Angove For For Management 1C Elect Director William S. Ayer For Against Management 1D Elect Director Kevin Burke For Against Management 1E Elect Director Jaime Chico Pardo For Against Management 1F Elect Director D. Scott Davis For Against Management 1G Elect Director Linnet F. Deily For Against Management 1H Elect Director Judd Gregg For Against Management 1I Elect Director Clive Hollick For Against Management 1J Elect Director Grace D. Lieblein For Against Management 1K Elect Director George Paz For Against Management 1L Elect Director Robin L. Washington For Against Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Reduce Ownership Threshold for For For Management Shareholders to Call Special Meeting 5 Require Independent Board Chairman Against For Shareholder 6 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- INTEL CORPORATION Ticker: INTC Security ID: 458140100 Meeting Date: MAY 17, 2018 Meeting Type: Annual Record Date: MAR 19, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Aneel Bhusri For For Management 1b Elect Director Andy D. Bryant For For Management 1c Elect Director Reed E. Hundt For For Management 1d Elect Director Omar Ishrak For For Management 1e Elect Director Brian M. Krzanich For For Management 1f Elect Director Risa Lavizzo-Mourey For For Management 1g Elect Director Tsu-Jae King Liu For For Management 1h Elect Director Gregory D. Smith For For Management 1i Elect Director Andrew Wilson For For Management 1j Elect Director Frank D. Yeary For For Management 2 Ratify Ernst & Young LLP as Auditors For Against Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Provide Right to Act by Written Consent Against For Shareholder 5 Require Independent Board Chairman Against For Shareholder 6 Report on Costs and Benefits of Against Against Shareholder Poltical Contributions -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORPORATION Ticker: IBM Security ID: 459200101 Meeting Date: APR 24, 2018 Meeting Type: Annual Record Date: FEB 23, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth I. Chenault For For Management 1.2 Elect Director Michael L. Eskew For Against Management 1.3 Elect Director David N. Farr For For Management 1.4 Elect Director Alex Gorsky For For Management 1.5 Elect Director Shirley Ann Jackson For For Management 1.6 Elect Director Andrew N. Liveris For For Management 1.7 Elect Director Hutham S. Olayan For For Management 1.8 Elect Director James W. Owens For For Management 1.9 Elect Director Virginia M. Rometty For Against Management 1.10 Elect Director Joseph R. Swedish For Against Management 1.11 Elect Director Sidney Taurel For For Management 1.12 Elect Director Peter R. Voser For For Management 1.13 Elect Director Frederick H. Waddell For Against Management 2 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 6 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- INTUITIVE SURGICAL, INC. Ticker: ISRG Security ID: 46120E602 Meeting Date: APR 19, 2018 Meeting Type: Annual Record Date: FEB 23, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Craig H. Barratt For Against Management 1b Elect Director Michael A. Friedman For Against Management 1c Elect Director Gary S. Guthart For For Management 1d Elect Director Amal M. Johnson For Against Management 1e Elect Director Keith R. Leonard, Jr. For Against Management 1f Elect Director Alan J. Levy For Against Management 1g Elect Director Jami Dover Nachtsheim For Against Management 1h Elect Director Mark J. Rubash For Against Management 1i Elect Director Lonnie M. Smith For Against Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- JOHNSON CONTROLS INTERNATIONAL PLC Ticker: JCI Security ID: G51502105 Meeting Date: MAR 07, 2018 Meeting Type: Annual Record Date: JAN 03, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael E. Daniels For For Management 1b Elect Director W. Roy Dunbar For For Management 1c Elect Director Brian Duperreault For For Management 1d Elect Director Gretchen R. Haggerty For For Management 1e Elect Director Simone Menne For For Management 1f Elect Director George R. Oliver For For Management 1g Elect Director Juan Pablo del Valle For For Management Perochena 1h Elect Director Jurgen Tinggren For For Management 1i Elect Director Mark Vergnano For For Management 1j Elect Director R. David Yost For For Management 1k Elect Director John D. Young For For Management 2a Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 2b Authorize Board to Fix Remuneration of For For Management Auditors 3 Authorize Market Purchases of Company For For Management Shares 4 Determine Price Range for Reissuance For For Management of Treasury Shares 5 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 6 Approve the Directors' Authority to For For Management Allot Shares 7 Approve the Disapplication of For For Management Statutory Pre-Emption Rights 8a Approve Cancellation of Share Premium For For Management Account 8b Approve Amendment of Articles to For For Management Facilitate Capital Reduction -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 15, 2018 Meeting Type: Annual Record Date: MAR 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda B. Bammann For Against Management 1b Elect Director James A. Bell For For Management 1c Elect Director Stephen B. Burke For Against Management 1d Elect Director Todd A. Combs For For Management 1e Elect Director James S. Crown For Against Management 1f Elect Director James Dimon For Against Management 1g Elect Director Timothy P. Flynn For For Management 1h Elect Director Mellody Hobson For Against Management 1i Elect Director Laban P. Jackson, Jr. For Against Management 1j Elect Director Michael A. Neal For For Management 1k Elect Director Lee R. Raymond For Against Management 1l Elect Director William C. Weldon For Against Management 2 Ratify Existing Ownership Threshold For Against Management for Shareholders to Call Special Meeting 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For Against Management 5 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 6 Require Independent Board Chairman Against For Shareholder 7 Prohibit Accelerated Vesting of Awards Against For Shareholder to Pursue Government Service 8 Institute Procedures to Prevent Against For Shareholder Investments in Companies that Contribute to Genocide or Crimes Against Humanity 9 Restore or Provide for Cumulative Against Against Shareholder Voting -------------------------------------------------------------------------------- MCDONALD'S CORPORATION Ticker: MCD Security ID: 580135101 Meeting Date: MAY 24, 2018 Meeting Type: Annual Record Date: MAR 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd Dean For For Management 1b Elect Director Stephen Easterbrook For For Management 1c Elect Director Robert Eckert For Against Management 1d Elect Director Margaret (Margo) For For Management Georgiadis 1e Elect Director Enrique Hernandez, Jr. For Against Management 1f Elect Director Jeanne Jackson For Against Management 1g Elect Director Richard Lenny For Against Management 1h Elect Director John Mulligan For For Management 1i Elect Director Sheila Penrose For For Management 1j Elect Director John Rogers, Jr. For Against Management 1k Elect Director Miles White For Against Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For Against Management 4 Provide Right to Act by Written Consent Against For Shareholder 5 Report on Plastic Straws Against For Shareholder 6 Report on Charitable Contributions Against Against Shareholder -------------------------------------------------------------------------------- MCKESSON CORPORATION Ticker: MCK Security ID: 58155Q103 Meeting Date: JUL 26, 2017 Meeting Type: Annual Record Date: MAY 31, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Andy D. Bryant For Against Management 1b Elect Director N. Anthony Coles For For Management 1c Elect Director John H. Hammergren For For Management 1d Elect Director M. Christine Jacobs For For Management 1e Elect Director Donald R. Knauss For For Management 1f Elect Director Marie L. Knowles For Against Management 1g Elect Director Edward A. Mueller For For Management 1h Elect Director Susan R. Salka For For Management 2 Ratify Deloitte & Touche LLP as For For Management 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 Require Independent Board Chairman Against For Shareholder 6 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 29, 2017 Meeting Type: Annual Record Date: SEP 29, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates, III For For Management 1.2 Elect Director Reid G. Hoffman For For Management 1.3 Elect Director Hugh F. Johnston For For Management 1.4 Elect Director Teri L. List-Stoll For For Management 1.5 Elect Director Satya Nadella For For Management 1.6 Elect Director Charles H. Noski For Against Management 1.7 Elect Director Helmut Panke For Against Management 1.8 Elect Director Sandra E. Peterson For For Management 1.9 Elect Director Penny S. Pritzker For For Management 1.10 Elect Director Charles W. Scharf For For Management 1.11 Elect Director Arne M. Sorenson For For Management 1.12 Elect Director John W. Stanton For For Management 1.13 Elect Director John W. Thompson For For Management 1.14 Elect Director Padmasree Warrior 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 Against Management Auditors 5 Amend Executive Incentive Bonus Plan For For Management 6 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- NETFLIX, INC. Ticker: NFLX Security ID: 64110L106 Meeting Date: JUN 06, 2018 Meeting Type: Annual Record Date: APR 09, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard N. Barton For Withhold Management 1b Elect Director Rodolphe Belmer For Withhold Management 1c Elect Director Bradford L. Smith For Withhold Management 1d Elect Director Anne M. Sweeney For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Amend Bylaws -- Call Special Meetings Against For Shareholder 5 Adopt Proxy Access Right Against For Shareholder 6 Adopt Compensation Clawback Policy Against For Shareholder 7 Provide Right to Act by Written Consent Against For Shareholder 8 Adopt Simple Majority Vote Against For Shareholder 9 Require a Majority Vote for the Against For Shareholder Election of Directors -------------------------------------------------------------------------------- NVIDIA CORPORATION Ticker: NVDA Security ID: 67066G104 Meeting Date: MAY 16, 2018 Meeting Type: Annual Record Date: MAR 22, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert K. Burgess For For Management 1b Elect Director Tench Coxe For Against Management 1c Elect Director Persis S. Drell For For Management 1d Elect Director James C. Gaither For Against 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 Against Management 1h Elect Director Michael G. McCaffery For For Management 1i Elect Director Mark L. Perry For Against Management 1j Elect Director A. Brooke Seawell For Against Management 1k Elect Director Mark A. Stevens 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 Amend Omnibus Stock Plan For Against Management 5 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORPORATION Ticker: OXY Security ID: 674599105 Meeting Date: MAY 04, 2018 Meeting Type: Annual Record Date: MAR 09, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Spencer Abraham For Against Management 1b Elect Director Howard I. Atkins For For Management 1c Elect Director Eugene L. Batchelder For For Management 1d Elect Director John E. Feick For For Management 1e Elect Director Margaret M. Foran For For Management 1f Elect Director Carlos M. Gutierrez For For Management 1g Elect Director Vicki Hollub For For Management 1h Elect Director William R. Klesse For For Management 1i Elect Director Jack B. Moore For For Management 1j Elect Director Avedick B. Poladian For For Management 1k Elect Director Elisse B. Walter For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For Against Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- ORACLE CORPORATION Ticker: ORCL Security ID: 68389X105 Meeting Date: NOV 15, 2017 Meeting Type: Annual Record Date: SEP 18, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Berg For Withhold Management 1.2 Elect Director Michael J. Boskin For Withhold Management 1.3 Elect Director Safra A. Catz For For Management 1.4 Elect Director Bruce R. Chizen For Withhold Management 1.5 Elect Director George H. Conrades For For Management 1.6 Elect Director Lawrence J. Ellison For Withhold Management 1.7 Elect Director Hector Garcia-Molina For Withhold Management 1.8 Elect Director Jeffrey O. Henley For For Management 1.9 Elect Director Mark V. Hurd For For Management 1.10 Elect Director Renee J. James For For Management 1.11 Elect Director Leon E. Panetta For For Management 1.12 Elect Director Naomi O. Seligman 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 Amend Omnibus Stock Plan For Against Management 5 Ratify Ernst & Young LLP as Auditors For For Management 6 Political Contributions Disclosure Against For Shareholder 7 Gender Pay Gap Against For Shareholder 8 Amend Proxy Access Right Against Against Shareholder -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 02, 2018 Meeting Type: Annual Record Date: MAR 01, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Shona L. Brown For For Management 1b Elect Director George W. Buckley For For Management 1c Elect Director Cesar Conde For For Management 1d Elect Director Ian M. Cook For For Management 1e Elect Director Dina Dublon For For Management 1f Elect Director Richard W. Fisher For For Management 1g Elect Director William R. Johnson For For Management 1h Elect Director Indra K. Nooyi For For Management 1i Elect Director David C. Page For For Management 1j Elect Director Robert C. Pohlad For For Management 1k Elect Director Daniel Vasella For For Management 1l Elect Director Darren Walker For For Management 1m Elect Director Alberto Weisser For For Management 2 Ratify KPMG LLP as Auditors For Against Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- QUALCOMM INCORPORATED Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 23, 2018 Meeting Type: Proxy Contest Record Date: JAN 08, 2018 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Proxy Card) None 1.1 Elect Director Barbara T. Alexander For Did Not Vote Management 1.2 Elect Director Jeffrey W. Henderson For Did Not Vote Management 1.3 Elect Director Thomas W. Horton For Did Not Vote Management 1.4 Elect Director Paul E. Jacobs For Did Not Vote Management 1.5 Elect Director Ann M. Livermore For Did Not Vote Management 1.6 Elect Director Harish Manwani For Did Not Vote Management 1.7 Elect Director Mark D. McLaughlin For Did Not Vote Management 1.8 Elect Director Steve Mollenkopf For Did Not Vote Management 1.9 Elect Director Clark T. "Sandy" Randt, For Did Not Vote Management Jr. 1.10 Elect Director Francisco Ros For Did Not Vote Management 1.11 Elect Director Anthony J. Vinciquerra For Did Not Vote Management 2 Ratify PricewaterhouseCoopers LLP as For Did Not Vote Management Auditors 3 Advisory Vote to Ratify Named For Did Not Vote Management Executive Officers' Compensation 4 Amend Qualified Employee Stock For Did Not Vote Management Purchase Plan 5 Eliminate Supermajority Vote For Did Not Vote Management Requirement to Remove Directors 6 Eliminate Supermajority Vote For Did Not Vote Management Requirement Relating to Amendments and Obsolete Provisions 7 Eliminate Supermajority Vote For Did Not Vote Management Requirement for Business Combinations with Interested Stockholders 8 Repeal Amendments to the Company's Against Did Not Vote Shareholder Bylaws Adopted Without Stockholder Approval After July 15, 2016 # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Blue Proxy Card) None 1.1 Elect Director Samih Elhage For For Shareholder 1.2 Elect Director David G. Golden For For Shareholder 1.3 Elect Director Veronica M. Hagen For For Shareholder 1.4 Elect Director Julie A. Hill For For Shareholder 1.5 Elect Director John H. Kispert For For Shareholder 1.6 Elect Director Harry L. You For For Shareholder 2 Repeal Amendments to the Company's For For Shareholder Bylaws Adopted Without Stockholder Approval After July 15, 2016 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Advisory Vote to Ratify Named None For Management Executive Officers' Compensation 5 Amend Qualified Employee Stock None For Management Purchase Plan 6 Eliminate Supermajority Vote For For Management Requirement to Remove Directors 7 Eliminate Supermajority Vote For For Management Requirement Relating to Amendments and Obsolete Provisions 8 Eliminate Supermajority Vote For For Management Requirement for Business Combinations with Interested Stockholders -------------------------------------------------------------------------------- REGENERON PHARMACEUTICALS, INC. Ticker: REGN Security ID: 75886F107 Meeting Date: JUN 08, 2018 Meeting Type: Annual Record Date: APR 12, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Arthur F. Ryan For Against Management 1.2 Elect Director George L. Sing For Against Management 1.3 Elect Director Marc Tessier-Lavigne For Against Management 2 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors -------------------------------------------------------------------------------- SALESFORCE.COM, INC. Ticker: CRM Security ID: 79466L302 Meeting Date: JUN 12, 2018 Meeting Type: Annual Record Date: APR 18, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc Benioff For For Management 1b Elect Director Keith Block For For Management 1c Elect Director Craig Conway For For Management 1d Elect Director Alan Hassenfeld For Against Management 1e Elect Director Neelie Kroes For For Management 1f Elect Director Colin Powell For For Management 1g Elect Director Sanford Robertson For Against Management 1h Elect Director John V. Roos For For Management 1i Elect Director Bernard Tyson For For Management 1j Elect Director Robin Washington For Against Management 1k Elect Director Maynard Webb For For Management 1l Elect Director Susan Wojcicki For For Management 2 Amend Right to Call Special Meeting For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Ratify Ernst & Young LLP as Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Eliminate Supermajority Vote Against For Shareholder Requirement 7 Adopt Guidelines for Country Selection Against Against Shareholder -------------------------------------------------------------------------------- SCHLUMBERGER LIMITED Ticker: SLB Security ID: 806857108 Meeting Date: APR 04, 2018 Meeting Type: Annual Record Date: FEB 07, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Peter L.S. Currie For For Management 1b Elect Director Miguel M. Galuccio For For Management 1c Elect Director V. Maureen Kempston For For Management Darkes 1d Elect Director Paal Kibsgaard For For Management 1e Elect Director Nikolay Kudryavtsev For For Management 1f Elect Director Helge Lund For For Management 1g Elect Director Michael E. Marks For Against Management 1h Elect Director Indra K. Nooyi For For Management 1i Elect Director Lubna S. Olayan For For Management 1j Elect Director Leo Rafael Reif For For Management 1k Elect Director Henri Seydoux For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Adopt and Approve Financials and For For Management Dividends 4 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 5 Amend Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- SERVICENOW, INC. Ticker: NOW Security ID: 81762P102 Meeting Date: JUN 19, 2018 Meeting Type: Annual Record Date: APR 20, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan L. Bostrom For For Management 1b Elect Director Jonathan C. Chadwick For For Management 1c Elect Director Frederic B. Luddy For For Management 1d Elect Director Jeffrey A. Miller For For Management 2 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Omnibus Stock Plan For Abstain Management -------------------------------------------------------------------------------- SOUTHWESTERN ENERGY COMPANY Ticker: SWN Security ID: 845467109 Meeting Date: MAY 22, 2018 Meeting Type: Annual Record Date: MAR 23, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Gass For For Management 1.2 Elect Director Catherine A. Kehr For For Management 1.3 Elect Director Greg D. Kerley For For Management 1.4 Elect Director Gary P. Luquette For For Management 1.5 Elect Director Jon A. Marshall For For Management 1.6 Elect Director Patrick M. Prevost For For Management 1.7 Elect Director Terry W. Rathert For For Management 1.8 Elect Director William J. Way For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- SQUARE, INC. Ticker: SQ Security ID: 852234103 Meeting Date: JUN 19, 2018 Meeting Type: Annual Record Date: APR 24, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Randy Garutti For For Management 1.2 Elect Director Mary Meeker For For Management 1.3 Elect Director Naveen Rao For For Management 1.4 Elect Director Lawrence Summers For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- STARBUCKS CORPORATION Ticker: SBUX Security ID: 855244109 Meeting Date: MAR 21, 2018 Meeting Type: Annual Record Date: JAN 11, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Howard Schultz For Against Management 1b Elect Director Rosalind G. Brewer For For Management 1c Elect Director Mary N. Dillon For For Management 1d Elect Director Mellody Hobson For Against Management 1e Elect Director Kevin R. Johnson For For Management 1f Elect Director Jorgen Vig Knudstorp For Against Management 1g Elect Director Satya Nadella For For Management 1h Elect Director Joshua Cooper Ramo For For Management 1i Elect Director Clara Shih For For Management 1j Elect Director Javier G. Teruel For Against Management 1k Elect Director Myron E. Ullman, III For Against Management 1l Elect Director Craig E. Weatherup For Against Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For Against Management Auditors 4 Proxy Access Bylaw Amendments Against For Shareholder 5 Report on Sustainable Packaging Against For Shareholder 6 Report on Paid Family Leave *Withdrawn None None Shareholder Resolution* 7 Prepare Employment Diversity Report Against For Shareholder and Report on Diversity Policies -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 13, 2018 Meeting Type: Annual Record Date: APR 16, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Roxanne S. Austin For For Management 1b Elect Director Douglas M. Baker, Jr. For For Management 1c Elect Director Brian C. Cornell For For Management 1d Elect Director Calvin Darden For For Management 1e Elect Director Henrique De Castro For For Management 1f Elect Director Robert L. Edwards For For Management 1g Elect Director Melanie L. Healey For For Management 1h Elect Director Donald R. Knauss For For Management 1i Elect Director Monica C. Lozano For For Management 1j Elect Director Mary E. Minnick For Against Management 1k Elect Director Kenneth L. Salazar For For Management 1l Elect Director Dmitri L. Stockton For For Management 2 Ratify Ernst & Young LLP as Auditors For Against Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Security ID: 882508104 Meeting Date: APR 26, 2018 Meeting Type: Annual Record Date: FEB 26, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ralph W. Babb, Jr. For Against Management 1b Elect Director Mark A. Blinn For Against Management 1c Elect Director Todd M. Bluedorn For Against Management 1d Elect Director Daniel A. Carp For Against Management 1e Elect Director Janet F. Clark For Against Management 1f Elect Director Carrie S. Cox For Against Management 1g Elect Director Brian T. Crutcher For For Management 1h Elect Director Jean M. Hobby For Against Management 1i Elect Director Ronald Kirk For Against Management 1j Elect Director Pamela H. Patsley For Against Management 1k Elect Director Robert E. Sanchez For Against Management 1l Elect Director Richard K. Templeton For Against Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Approve Non-Employee Director Omnibus For Against Management Stock Plan 4 Ratify Ernst & Young LLP as Auditors For Against Management -------------------------------------------------------------------------------- THE BOEING COMPANY Ticker: BA Security ID: 097023105 Meeting Date: APR 30, 2018 Meeting Type: Annual Record Date: MAR 01, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert A. Bradway For For Management 1b Elect Director David L. Calhoun For Against Management 1c Elect Director Arthur D. Collins, Jr. For For Management 1d Elect Director Kenneth M. Duberstein For For Management 1e Elect Director Edmund P. Giambastiani, For For Management Jr. 1f Elect Director Lynn J. Good For For Management 1g Elect Director Lawrence W. Kellner For For Management 1h Elect Director Caroline B. Kennedy For For Management 1i Elect Director Edward M. Liddy For For Management 1j Elect Director Dennis A. Muilenburg For For Management 1k Elect Director Susan C. Schwab For For Management 1l Elect Director Ronald A. Williams For For Management 1m Elect Director Mike S. Zafirovski For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For Against Management Auditors 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 6 Require Independent Board Chairman Against For Shareholder 7 Require Shareholder Approval to Against Against Shareholder Increase Board Size to More Than 14 -------------------------------------------------------------------------------- THE CHEMOURS COMPANY Ticker: CC Security ID: 163851108 Meeting Date: MAY 02, 2018 Meeting Type: Annual Record Date: MAR 05, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Curtis V. Anastasio For For Management 1b Elect Director Bradley J. Bell For For Management 1c Elect Director Richard H. Brown For For Management 1d Elect Director Mary B. Cranston For For Management 1e Elect Director Curtis J. Crawford For For Management 1f Elect Director Dawn L. Farrell For For Management 1g Elect Director Sean D. Keohane For For Management 1h Elect Director Mark P. Vergnano 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 Eliminate Supermajority Vote For For Management Requirement to Amend Bylaws -------------------------------------------------------------------------------- THE HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 17, 2018 Meeting Type: Annual Record Date: MAR 19, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Gerard J. Arpey For For Management 1b Elect Director Ari Bousbib For For Management 1c Elect Director Jeffery H. Boyd For For Management 1d Elect Director Gregory D. Brenneman For Against Management 1e Elect Director J. Frank Brown For For Management 1f Elect Director Albert P. Carey For Against Management 1g Elect Director Armando Codina For For Management 1h Elect Director Helena B. Foulkes For For Management 1i Elect Director Linda R. Gooden For For Management 1j Elect Director Wayne M. Hewett For For Management 1k Elect Director Stephanie C. Linnartz For For Management 1l Elect Director Craig A. Menear For For Management 1m Elect Director Mark Vadon For For Management 2 Ratify KPMG LLP as Auditors For Against Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Report on Political Contributions Against For Shareholder 5 Prepare Employment Diversity Report Against For Shareholder and Report on Diversity Policies 6 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 7 Clawback of Incentive Payments Against For Shareholder -------------------------------------------------------------------------------- THE KROGER CO. Ticker: KR Security ID: 501044101 Meeting Date: JUN 28, 2018 Meeting Type: Annual Record Date: MAY 02, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nora A. Aufreiter For For Management 1b Elect Director Robert D. Beyer For Against Management 1c Elect Director Anne Gates For For Management 1d Elect Director Susan J. Kropf For For Management 1e Elect Director W. Rodney McMullen For Against Management 1f Elect Director Jorge P. Montoya For For Management 1g Elect Director Clyde R. Moore For Against Management 1h Elect Director James A. Runde For For Management 1i Elect Director Ronald L. Sargent For Against Management 1j Elect Director Bobby S. Shackouls For Against Management 1k Elect Director Mark S. Sutton For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Provide Proxy Access Right For Against Management 4 Amend Bylaws to Authorize the Board to For Against Management Amend Bylaws 5 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 6 Report on Benefits of Adopting Against For Shareholder Renewable Energy Goals 7 Assess Environmental Impact of Against For Shareholder Non-Recyclable Packaging 8 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Ticker: PG Security ID: 742718109 Meeting Date: OCT 10, 2017 Meeting Type: Proxy Contest Record Date: AUG 11, 2017 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (Blue Proxy Card) None 1.1 Elect Director Francis S. Blake For Did Not Vote Management 1.2 Elect Director Angela F. Braly For Did Not Vote Management 1.3 Elect Director Amy L. Chang For Did Not Vote Management 1.4 Elect Director Kenneth I. Chenault For Did Not Vote Management 1.5 Elect Director Scott D. Cook For Did Not Vote Management 1.6 Elect Director Terry J. Lundgren For Did Not Vote Management 1.7 Elect Director W. James McNerney, Jr. For Did Not Vote Management 1.8 Elect Director David S. Taylor For Did Not Vote Management 1.9 Elect Director Margaret C. Whitman For Did Not Vote Management 1.10 Elect Director Patricia A. Woertz For Did Not Vote Management 1.11 Elect Director Ernesto Zedillo For Did Not Vote Management 2 Ratify Deloitte & Touche LLP as For Did Not Vote Management Auditors 3 Advisory Vote to Ratify Named For Did Not Vote Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year Did Not Vote Management 5 Adopt Holy Land Principles Against Did Not Vote Shareholder 6 Report on Company Non-Discrimination Against Did Not Vote Shareholder Policies in States with Pro-Discrimination Laws 7 Report on Risks of Doing Business in Against Did Not Vote Shareholder Conflict-Affected Areas 8 Repeal Any Amendments to Code of Against Did Not Vote Shareholder Regulations Adopted After April 8, 2016 # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (White Proxy Card) None 1.1 Elect Director Nelson Peltz For For Shareholder 1.2 Management Nominee Francis S. Blake For For Shareholder 1.3 Management Nominee Angela F. Braly For For Shareholder 1.4 Management Nominee Amy L. Chang For For Shareholder 1.5 Management Nominee Kenneth I. Chenault For For Shareholder 1.6 Management Nominee Scott D. Cook For For Shareholder 1.7 Management Nominee Terry J. Lundgren For For Shareholder 1.8 Management Nominee W. James McNerney, For For Shareholder Jr. 1.9 Management Nominee David S. Taylor For For Shareholder 1.10 Management Nominee Margaret C. Whitman For For Shareholder 1.11 Management Nominee Patricia A. Woertz For For Shareholder 2 Ratify Deloitte & Touche LLP as None Against Management Auditors 3 Advisory Vote to Ratify Named None For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency None One Year Management 5 Adopt Holy Land Principles None Against Shareholder 6 Report on Company Non-Discrimination None Against Shareholder Policies in States with Pro-Discrimination Laws 7 Report on Risks of Doing Business in None For Shareholder Conflict-Affected Areas 8 Repeal Any Amendments to Code of For For Shareholder Regulations Adopted After April 8, 2016 -------------------------------------------------------------------------------- THE WALT DISNEY COMPANY Ticker: DIS Security ID: 254687106 Meeting Date: MAR 08, 2018 Meeting Type: Annual Record Date: JAN 08, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan E. Arnold For For Management 1b Elect Director Mary T. Barra For For Management 1c Elect Director Safra A. Catz For For Management 1d Elect Director John S. Chen For Against Management 1e Elect Director Francis A. deSouza For For Management 1f Elect Director Robert A. Iger For For Management 1g Elect Director Maria Elena Lagomasino For For Management 1h Elect Director Fred H. Langhammer For Against Management 1i Elect Director Aylwin B. Lewis For Against Management 1j Elect Director Mark G. Parker For For Management 2 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 3 Amend Executive Incentive Bonus Plan For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Proxy Access Bylaw Amendment Against For Shareholder -------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Ticker: UNP Security ID: 907818108 Meeting Date: MAY 10, 2018 Meeting Type: Annual Record Date: MAR 09, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Andrew H. Card, Jr. For For Management 1b Elect Director Erroll B. Davis, Jr. For For Management 1c Elect Director David B. Dillon For For Management 1d Elect Director Lance M. Fritz For For Management 1e Elect Director Deborah C. Hopkins For For Management 1f Elect Director Jane H. Lute For For Management 1g Elect Director Michael R. McCarthy For For Management 1h Elect Director Thomas F. McLarty, III For For Management 1i Elect Director Bhavesh V. Patel For For Management 1j Elect Director Jose H. Villarreal For For Management 2 Ratify Deloitte & Touche LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 04, 2018 Meeting Type: Annual Record Date: APR 10, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William C. Ballard, Jr. For Against Management 1b Elect Director Richard T. Burke For Against Management 1c Elect Director Timothy P. Flynn For For Management 1d Elect Director Stephen J. Hemsley For For Management 1e Elect Director Michele J. Hooper For For Management 1f Elect Director F. William McNabb, III For For Management 1g Elect Director Valerie C. Montgomery For For Management Rice 1h Elect Director Glenn M. Renwick For For Management 1i Elect Director Kenneth I. Shine For For Management 1j Elect Director David S. Wichmann For For Management 1k Elect Director Gail R. Wilensky For Against Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Ticker: VLO Security ID: 91913Y100 Meeting Date: MAY 03, 2018 Meeting Type: Annual Record Date: MAR 06, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director H. Paulett Eberhart For For Management 1B Elect Director Joseph W. Gorder For Against Management 1C Elect Director Kimberly S. Greene For For Management 1D Elect Director Deborah P. Majoras For For Management 1E Elect Director Donald L. Nickles For For Management 1F Elect Director Philip J. Pfeiffer For For Management 1G Elect Director Robert A. Profusek For Against Management 1H Elect Director Stephen M. Waters For For Management 1I Elect Director Randall J. Weisenburger For For Management 1J Elect Director Rayford Wilkins, Jr. For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Remove Supermajority Vote Requirement For For Management 5 Provide Right to Act by Written Consent For For Management -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 03, 2018 Meeting Type: Annual Record Date: MAR 05, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shellye L. Archambeau For For Management 1.2 Elect Director Mark T. Bertolini For For Management 1.3 Elect Director Richard L. Carrion For For Management 1.4 Elect Director Melanie L. Healey For For Management 1.5 Elect Director M. Frances Keeth For For Management 1.6 Elect Director Lowell C. McAdam For For Management 1.7 Elect Director Clarence Otis, Jr. For For Management 1.8 Elect Director Rodney E. Slater For For Management 1.9 Elect Director Kathryn A. Tesija For For Management 1.10 Elect Director Gregory D. Wasson For For Management 1.11 Elect Director Gregory G. Weaver For For Management 2 Ratify Ernst & Young as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Amend Bylaws -- Call Special Meetings Against For Shareholder 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Require Independent Board Chairman Against For Shareholder 7 Assess Feasibility of Cyber Security Against For Shareholder and Data Privacy as a Performance Measure for Senior Executive Compensation 8 Clawback of Incentive Payments Against For Shareholder 9 Eliminate Above-Market Earnings in Against For Shareholder Executive Retirement Plans -------------------------------------------------------------------------------- VERTEX PHARMACEUTICALS INCORPORATED Ticker: VRTX Security ID: 92532F100 Meeting Date: MAY 17, 2018 Meeting Type: Annual Record Date: MAR 29, 2018 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sangeeta N. Bhatia For Against Management 1.2 Elect Director Jeffrey M. Leiden For Against Management 1.3 Elect Director Bruce I. Sachs For Against Management 2 Reduce Supermajority Vote Requirement For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Ratify Ernst & Young LLP as Auditors For Against Management 5 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 6 Report on Drug Pricing Increases Against Against Shareholder 7 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 30, 2018 Meeting Type: Annual Record Date: DEC 01, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd A. Carney For For Management 1b Elect Director Mary B. Cranston For For Management 1c Elect Director Francisco Javier For For Management Fernandez-Carbajal 1d Elect Director Gary A. Hoffman For For Management 1e Elect Director Alfred F. Kelly, Jr. For For Management 1f Elect Director John F. Lundgren For For Management 1g Elect Director Robert W. Matschullat For For Management 1h Elect Director Suzanne Nora Johnson For For Management 1i Elect Director John A.C. Swainson For For Management 1j Elect Director Maynard G. Webb, Jr. For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- WALGREENS BOOTS ALLIANCE, INC. Ticker: WBA Security ID: 931427108 Meeting Date: JAN 17, 2018 Meeting Type: Annual Record Date: NOV 20, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jose E. Almeida For For Management 1b Elect Director Janice M. Babiak For For Management 1c Elect Director David J. Brailer For For Management 1d Elect Director William C. Foote For Against Management 1e Elect Director Ginger L. Graham For For Management 1f Elect Director John A. Lederer For For Management 1g Elect Director Dominic P. Murphy For For Management 1h Elect Director Stefano Pessina For For Management 1i Elect Director Leonard D. Schaeffer For For Management 1j Elect Director Nancy M. Schlichting For For Management 1k Elect Director James A. Skinner For For Management 2 Ratify Deloitte & Touche LLP as For For Management 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 Against Management 6 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 7 Amend Proxy Access Right Against For Shareholder ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant): AllianzGI Diversified Income & Convertible Fund By (Signature and Title)*:. /s/ Thomas J. Fuccillo -------------------------------------------- Name: Thomas J. Fuccillo Title: President and Chief Executive Officer Date: August 28, 2018 * Print the name and title of each signing officer under his or her signature.