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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: 811-04750

 

FENIMORE ASSET MANAGEMENT TRUST

(Exact name of registrant as specified in charter)

 

384 N. Grand St., P.O. Box 399, Cobleskill, New York 12043

(Address of principal executive offices) (Zip code)

 

Michael F. Balboa

Fenimore Asset Management Trust

384 N. Grand St.

Cobleskill, NY 12043

(Name and address of agent for service)

 

Registrant’s Telephone Number, including Area Code: 518-234-4393

 

Date of fiscal year end: 12/31

 

Date of reporting period: July 1, 2018 - June 30, 2019

 

 

 

Item 1. Proxy Voting Record.

 

FAM Value Fund

 

Investment Company Report

 

MICROCHIP TECHNOLOGY INCORPORATED    
Security 595017104     Meeting Type Annual
Ticker Symbol MCHP     Meeting Date 14-Aug-2018  
ISIN US5950171042     Agenda 934858068 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1.1 Election of Director: Steve Sanghi Management For For    
1.2 Election of Director: Matthew W. Chapman Management For For    
1.3 Election of Director: L.B. Day Management For For    
1.4 Election of Director: Esther L. Johnson Management For For    
1.5 Election of Director: Wade F. Meyercord Management For For    
2. Proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2019. Management For For    
3. Proposal to approve, on an advisory (non-binding) basis, the compensation of our named executives. Management For For    
FOREST CITY REALTY TRUST, INC.    
Security 345605109     Meeting Type Special
Ticker Symbol FCEA     Meeting Date 15-Nov-2018  
ISIN US3456051099     Agenda 934889568 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. Forest City Realty Trust, Inc. and the other transactions contemplated by the Agreement and Plan of Merger, and as it may be amended from time to time, among Forest City Realty Trust, Inc., Antlia Holdings LLC and Antlia Merger Sub Inc., as more particularly described in the Proxy Statement. Management For For    
2. To approve, by a non-binding, advisory vote, certain compensation arrangements for Forest City Realty Trust, Inc.'s named executive officers in connection with the merger, as more particularly described in the Proxy Statement. Management For For    
3. To approve any adjournments of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve proposal 1, as more particularly described in the Proxy Statement. Management For For    
DONALDSON COMPANY, INC.    
Security 257651109     Meeting Type Annual
Ticker Symbol DCI     Meeting Date 30-Nov-2018  
ISIN US2576511099     Agenda 934887184 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 Andrew Cecere     For For    
    2 James J. Owens     For For    
    3 Trudy A. Rautio     For For    
2. A non-binding advisory vote on the compensation of our Named Executive Officers. Management For For    
3. Ratification of the appointment of PricewaterhouseCoopers LLP as Donaldson Company, Inc.'s independent registered public accounting firm for the fiscal year ending July 31, 2019. Management For For    
AUTOZONE, INC.    
Security 053332102     Meeting Type Annual
Ticker Symbol AZO     Meeting Date 19-Dec-2018  
ISIN US0533321024     Agenda 934893721 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Douglas H. Brooks Management For For    
1b. Election of Director: Linda A. Goodspeed Management For For    
1c. Election of Director: Earl G. Graves, Jr. Management For For    
1d. Election of Director: Enderson Guimaraes Management For For    
1e. Election of Director: D. Bryan Jordan Management For For    
1f. Election of Director: Gale V. King Management For For    
1g. Election of Director: W. Andrew McKenna Management For For    
1h. Election of Director: George R. Mrkonic, Jr. Management For For    
1i. Election of Director: Luis P. Nieto Management For For    
1j. Election of Director: William C. Rhodes, III Management For For    
1k. Election of Director: Jill A. Soltau Management For For    
2. Ratification of Ernst & Young LLP as independent registered public accounting firm for the 2019 fiscal year. Management For For    
3. Approval of advisory vote on executive compensation. Management For For    
AIR PRODUCTS AND CHEMICALS, INC.    
Security 009158106     Meeting Type Annual
Ticker Symbol APD     Meeting Date 24-Jan-2019  
ISIN US0091581068     Agenda 934911137 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Susan K. Carter Management For For    
1b. Election of Director: Charles I. Cogut Management For For    
1c. Election of Director: Seifi Ghasemi Management For For    
1d. Election of Director: Chadwick C. Deaton Management For For    
1e. Election of Director: David H. Y. Ho Management For For    
1f. Election of Director: Margaret G. McGlynn Management For For    
1g. Election of Director: Edward L. Monser Management For For    
1h. Election of Director: Matthew H. Paull Management For For    
2. Advisory vote approving Executive Officer compensation. Management For For    
3. Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2019. Management For For    
FRANKLIN RESOURCES, INC.    
Security 354613101     Meeting Type Annual
Ticker Symbol BEN     Meeting Date 12-Feb-2019  
ISIN US3546131018     Agenda 934915438 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Peter K. Barker Management For For    
1b. Election of Director: Mariann Byerwalter Management For For    
1c. Election of Director: Charles E. Johnson Management For For    
1d. Election of Director: Gregory E. Johnson Management For For    
1e. Election of Director: Rupert H. Johnson, Jr. Management For For    
1f. Election of Director: Mark C. Pigott Management For For    
1g. Election of Director: Chutta Ratnathicam Management For For    
1h. Election of Director: Laura Stein Management For For    
1i. Election of Director: Seth H. Waugh Management For For    
1j. Election of Director: Geoffrey Y. Yang Management For For    
2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2019. Management For For    
3. To ratify the special meeting amendment in the Company's bylaws. Management For For    
4. Stockholder proposal requesting that the Board institute procedures on genocide-free investing, if properly presented at the Annual Meeting. Shareholder Against For    
M&T BANK CORPORATION    
Security 55261F104     Meeting Type Annual
Ticker Symbol MTB     Meeting Date 16-Apr-2019  
ISIN US55261F1049     Agenda 934942170 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 Brent D. Baird     For For    
    2 C. Angela Bontempo     For For    
    3 Robert T. Brady     For For    
    4 T.J. Cunningham III     For For    
    5 Gary N. Geisel     For For    
    6 Richard S. Gold     For For    
    7 Richard A. Grossi     For For    
    8 John D. Hawke, Jr.     For For    
    9 René F. Jones     For For    
    10 Richard H. Ledgett, Jr.     For For    
    11 Newton P.S. Merrill     For For    
    12 Kevin J. Pearson     For For    
    13 Melinda R. Rich     For For    
    14 Robert E. Sadler, Jr.     For For    
    15 Denis J. Salamone     For For    
    16 John R. Scannell     For For    
    17 David S. Scharfstein     For For    
    18 Herbert L. Washington     For For    
2. TO APPROVE THE M&T BANK CORPORATION 2019 EQUITY INCENTIVE COMPENSATION PLAN. Management For For    
3. TO APPROVE THE COMPENSATION OF M&T BANK CORPORATION'S NAMED EXECUTIVE OFFICERS. Management For For    
4. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2019. Management For For    
FLIR SYSTEMS, INC.    
Security 302445101     Meeting Type Annual
Ticker Symbol FLIR     Meeting Date 19-Apr-2019  
ISIN US3024451011     Agenda 934935771 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1A. Election of Director: James J. Cannon Management For For    
1B. Election of Director: John D. Carter Management For For    
1C. Election of Director: William W. Crouch Management For For    
1D. Election of Director: Catherine A. Halligan Management For For    
1E. Election of Director: Earl R. Lewis Management For For    
1F. Election of Director: Angus L. Macdonald Management For For    
1G. Election of Director: Michael T. Smith Management For For    
1H. Election of Director: Cathy A. Stauffer Management For For    
1I. Election of Director: Robert S. Tyrer Management For For    
1J. Election of Director: John W. Wood, Jr. Management For For    
1K. Election of Director: Steven E. Wynne Management For For    
2. To ratify the appointment by the Audit Committee of the Company's Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019. Management For For    
3. To approve, on an advisory basis, the compensation of the Company's Named Executive Officers as disclosed in the proxy statement. Management For For    
4. To approve the Company's 2019 Employee Stock Purchase Plan. Management For For    
AVERY DENNISON CORPORATION    
Security 053611109     Meeting Type Annual
Ticker Symbol AVY     Meeting Date 25-Apr-2019  
ISIN US0536111091     Agenda 934938551 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Bradley Alford Management For For    
1b. Election of Director: Anthony Anderson Management For For    
1c. Election of Director: Peter Barker Management For For    
1d. Election of Director: Mark Barrenechea Management For For    
1e. Election of Director: Mitchell Butier Management For For    
1f. Election of Director: Ken Hicks Management For For    
1g. Election of Director: Andres Lopez Management For For    
1h. Election of Director: David Pyott Management For For    
1i. Election of Director: Patrick Siewert Management For For    
1j. Election of Director: Julia Stewart Management For For    
1k. Election of Director: Martha Sullivan Management For For    
2. Approval, on an advisory basis, of our executive compensation. Management For For    
3. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2019. Management For For    
SNAP-ON INCORPORATED    
Security 833034101     Meeting Type Annual
Ticker Symbol SNA     Meeting Date 25-Apr-2019  
ISIN US8330341012     Agenda 934944768 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1A. Election of Director: David C. Adams Management For For    
1B. Election of Director: Karen L. Daniel Management For For    
1C. Election of Director: Ruth Ann M. Gillis Management For For    
1D. Election of Director: James P. Holden Management For For    
1E. Election of Director: Nathan J. Jones Management For For    
1F. Election of Director: Henry W. Knueppel Management For For    
1G. Election of Director: W. Dudley Lehman Management For For    
1H. Election of Director: Nicholas T. Pinchuk Management For For    
1I. Election of Director: Gregg M. Sherrill Management For For    
1J. Election of Director: Donald J. Stebbins Management For For    
2. Proposal to ratify the appointment of Deloitte & Touche LLP as Snap-on Incorporated's independent registered public accounting firm for fiscal 2019. Management For For    
3. Advisory vote to approve the compensation of Snap-on Incorporated's named executive officers, as disclosed in "Compensation Discussion and Analysis" and "Executive Compensation Information" in the Proxy Statement. Management For For    
SOUTH STATE CORPORATION    
Security 840441109     Meeting Type Annual
Ticker Symbol SSB     Meeting Date 25-Apr-2019  
ISIN US8404411097     Agenda 934934680 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 Robert R. Horger     For For    
    2 Robert H. Demere, Jr.     For For    
    3 Grey B. Murray     For For    
    4 James W. Roquemore     For For    
2. Proposal to approve the compensation of the Company's named executive officers (this is a non-binding, advisory vote; the Board of Directors unanimously recommends that you vote "FOR" this proposal). Management For For    
3. Proposal to approve the 2019 Omnibus Stock and Performance Plan (the Board of Directors unanimously recommends that you vote "FOR" this proposal). Management For For    
4. Proposal to ratify, as an advisory, non-binding vote, the appointment of Dixon Hughes Goodman LLP, Certified Public Accountants, as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2019 (the Board of Directors unanimously recommends that you vote "FOR" this proposal). Management For For    
T. ROWE PRICE GROUP, INC.    
Security 74144T108     Meeting Type Annual
Ticker Symbol TROW     Meeting Date 25-Apr-2019  
ISIN US74144T1088     Agenda 934937991 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Mark S. Bartlett Management For For    
1b. Election of Director: Mary K. Bush Management For For    
1c. Election of Director: Dr. Freeman A. Hrabowski, III Management For For    
1d. Election of Director: Robert F. MacLellan Management For For    
1e. Election of Director: Olympia J. Snowe Management For For    
1f. Election of Director: William J. Stromberg Management For For    
1g. Election of Director: Richard R. Verma Management For For    
1h. Election of Director: Sandra S. Wijnberg Management For For    
1i. Election of Director: Alan D. Wilson Management For For    
2. To approve, by a non-binding advisory vote, the compensation paid by the Company to its Named Executive Officers. Management For For    
3. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2019. Management For For    
GRACO INC.    
Security 384109104     Meeting Type Annual
Ticker Symbol GGG     Meeting Date 26-Apr-2019  
ISIN US3841091040     Agenda 934941774 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Eric P. Etchart Management For For    
1b. Election of Director: Jody H. Feragen Management For For    
1c. Election of Director: J. Kevin Gilligan Management For For    
2. Ratification of appointment of Deloitte & Touche LLP as the Company's independent registered accounting firm. Management For For    
3. Approval, on an advisory basis, of the compensation paid to our named executive officers as disclosed in the Proxy Statement. Management For For    
4. Approval of the Graco Inc. 2019 Stock Incentive Plan. Management For For    
EOG RESOURCES, INC.    
Security 26875P101     Meeting Type Annual
Ticker Symbol EOG     Meeting Date 29-Apr-2019  
ISIN US26875P1012     Agenda 934945683 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Janet F. Clark Management For For    
1b. Election of Director: Charles R. Crisp Management For For    
1c. Election of Director: Robert P. Daniels Management For For    
1d. Election of Director: James C. Day Management For For    
1e. Election of Director: C. Christopher Gaut Management For For    
1f. Election of Director: Julie J. Robertson Management For For    
1g. Election of Director: Donald F. Textor Management For For    
1h. Election of Director: William R. Thomas Management For For    
2. To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP, independent registered public accounting firm, as auditors for the Company for the year ending December 31, 2019. Management For For    
3. To approve, by non-binding vote, the compensation of the Company's named executive officers. Management For For    
BROWN & BROWN, INC.    
Security 115236101     Meeting Type Annual
Ticker Symbol BRO     Meeting Date 01-May-2019  
ISIN US1152361010     Agenda 934953666 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 J. Hyatt Brown     For For    
    2 Samuel P. Bell, III     For For    
    3 Hugh M. Brown     For For    
    4 J. Powell Brown     For For    
    5 Bradley Currey, Jr.     For For    
    6 Lawrence L. Gellerstedt     For For    
    7 James C. Hays     For For    
    8 Theodore J. Hoepner     For For    
    9 James S. Hunt     For For    
    10 Toni Jennings     For For    
    11 Timothy R.M. Main     For For    
    12 H. Palmer Proctor, Jr.     For For    
    13 Wendell S. Reilly     For For    
    14 Chilton D. Varner     For For    
2. To ratify the appointment of Deloitte & Touche LLP as Brown & Brown, Inc.'s independent registered public accountants for the fiscal year ending December 31, 2019. Management For For    
3. To approve, on an advisory basis, the compensation of named executive officers. Management For For    
4. To approve Brown & Brown, Inc.'s 2019 Stock Incentive Plan. Management For For    
STRYKER CORPORATION    
Security 863667101     Meeting Type Annual
Ticker Symbol SYK     Meeting Date 01-May-2019  
ISIN US8636671013     Agenda 934950090 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a) Election of Director: Mary K. Brainerd Management For For    
1b) Election of Director: Srikant M. Datar, Ph.D. Management For For    
1c) Election of Director: Roch Doliveux, DVM Management For For    
1d) Election of Director: Louise L. Francesconi Management For For    
1e) Election of Director: Allan C. Golston (Lead Independent Director) Management For For    
1f) Election of Director: Kevin A. Lobo (Chairman of the Board) Management For For    
1g) Election of Director: Sherilyn S. McCoy Management For For    
1h) Election of Director: Andrew K. Silvernail Management For For    
1i) Election of Director: Ronda E. Stryker Management For For    
1j) Election of Director: Rajeev Suri Management For For    
2. Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019. Management For For    
3. Advisory vote to approve named executive officer compensation. Management For For    
ILLINOIS TOOL WORKS INC.    
Security 452308109     Meeting Type Annual
Ticker Symbol ITW     Meeting Date 03-May-2019  
ISIN US4523081093     Agenda 934949314 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Daniel J. Brutto Management For For    
1b. Election of Director: Susan Crown Management For For    
1c. Election of Director: James W. Griffith Management For For    
1d. Election of Director: Jay L. Henderson Management For For    
1e. Election of Director: Richard H. Lenny Management For For    
1f. Election of Director: E. Scott Santi Management For For    
1g. Election of Director: James A. Skinner Management For For    
1h. Election of Director: David B. Smith, Jr. Management For For    
1i. Election of Director: Pamela B. Strobel Management For For    
1j. Election of Director: Kevin M. Warren Management For For    
1k. Election of Director: Anre D. Williams Management For For    
2. Ratification of the appointment of Deloitte & Touche LLP as ITW's independent registered public accounting firm for 2019. Management For For    
3. Advisory vote to approve compensation of ITW's named executive officers. Management For For    
4. A non-binding stockholder proposal, if presented at the meeting, to permit stockholders to act by written consent. Shareholder Against For    
5. A non-binding stockholder proposal, if presented at the meeting, to set Company-wide greenhouse gas emissions targets. Shareholder Against For    
BERKSHIRE HATHAWAY INC.    
Security 084670108     Meeting Type Annual
Ticker Symbol BRKA     Meeting Date 04-May-2019  
ISIN US0846701086     Agenda 934943362 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 Warren E. Buffett     For For    
    2 Charles T. Munger     For For    
    3 Gregory E. Abel     For For    
    4 Howard G. Buffett     For For    
    5 Stephen B. Burke     For For    
    6 Susan L. Decker     For For    
    7 William H. Gates III     For For    
    8 David S. Gottesman     For For    
    9 Charlotte Guyman     For For    
    10 Ajit Jain     For For    
    11 Thomas S. Murphy     For For    
    12 Ronald L. Olson     For For    
    13 Walter Scott, Jr.     For For    
    14 Meryl B. Witmer     For For    
FORTUNE BRANDS HOME & SECURITY, INC.    
Security 34964C106     Meeting Type Annual
Ticker Symbol FBHS     Meeting Date 07-May-2019  
ISIN US34964C1062     Agenda 934947548 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Class II Director: Irial Finan Management For For    
1b. Election of Class II Director: Susan S. Kilsby Management For For    
1c. Election of Class II Director: Christopher J. Klein Management For For    
2. Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2019. Management For For    
3. Advisory vote to approve named executive officer compensation. Management For For    
FORWARD AIR CORPORATION    
Security 349853101     Meeting Type Annual
Ticker Symbol FWRD     Meeting Date 07-May-2019  
ISIN US3498531017     Agenda 934955886 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 Ronald W. Allen     For For    
    2 Ana B. Amicarella     For For    
    3 Valerie A. Bonebrake     For For    
    4 C. Robert Campbell     For For    
    5 R. Craig Carlock     For For    
    6 C. John Langley, Jr.     For For    
    7 G. Michael Lynch     For For    
    8 Thomas Schmitt     For For    
    9 W. Gilbert West     For For    
2. To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company. Management For For    
3. To approve, on a non-binding, advisory basis, the compensation of the named executive officers (the "say on pay vote"). Management For For    
IDEX CORPORATION    
Security 45167R104     Meeting Type Annual
Ticker Symbol IEX     Meeting Date 10-May-2019  
ISIN US45167R1041     Agenda 934956991 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 ERNEST J. MROZEK     For For    
    2 L. L. SATTERTHWAITE     For For    
    3 DAVID C. PARRY     For For    
2. Advisory vote to approve named executive officer compensation. Management For For    
3. Ratification of the appointment of Deloitte & Touche LLP as our independent registered accounting firm for 2019. Management For For    
MARRIOTT INTERNATIONAL, INC.    
Security 571903202     Meeting Type Annual
Ticker Symbol MAR     Meeting Date 10-May-2019  
ISIN US5719032022     Agenda 934995260 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1A. Election of Director: J.W. Marriott, Jr. Management For For    
1B. Election of Director: Mary K. Bush Management For For    
1C. Election of Director: Bruce W. Duncan Management For For    
1D. Election of Director: Deborah M. Harrison Management For For    
1E. Election of Director: Frederick A. Henderson Management For For    
1F. Election of Director: Eric Hippeau Management For For    
1G. Election of Director: Lawrence W. Kellner Management For For    
1H. Election of Director: Debra L. Lee Management For For    
1I. Election of Director: Aylwin B. Lewis Management For For    
1J. Election of Director: Margaret M. McCarthy Management For For    
1K. Election of Director: George Muñoz Management For For    
1L. Election of Director: Steven S Reinemund Management For For    
1M. Election of Director: Susan C. Schwab Management For For    
1N. Election of Director: Arne M. Sorenson Management For For    
2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2019 Management For For    
3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Management For For    
4a. AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE SUPERMAJORITY VOTING STANDARDS: AMENDMENTS TO REMOVE THE SUPERMAJORITY VOTING STANDARD FOR THE REMOVAL OF DIRECTORS Management For For    
4b. AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE SUPERMAJORITY VOTING STANDARDS: AMENDMENTS TO REMOVE THE SUPERMAJORITY VOTING STANDARDS FOR FUTURE AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION APPROVED BY OUR STOCKHOLDERS Management For For    
4c. AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE SUPERMAJORITY VOTING STANDARDS: AMENDMENTS TO REMOVE THE REQUIREMENT FOR A SUPERMAJORITY STOCKHOLDER VOTE FOR FUTURE AMENDMENTS TO CERTAIN BYLAW PROVISIONS Management For For    
4d. AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE SUPERMAJORITY VOTING STANDARDS: AMENDMENT TO REMOVE THE REQUIREMENT FOR A SUPERMAJORITY STOCKHOLDER VOTE FOR CERTAIN TRANSACTIONS Management For For    
4e. AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE SUPERMAJORITY VOTING STANDARDS: AMENDMENT TO REMOVE THE SUPERMAJORITY VOTING STANDARD FOR CERTAIN BUSINESS COMBINATIONS Management For For    
5. STOCKHOLDER RESOLUTION RECOMMENDING THAT STOCKHOLDERS BE ALLOWED TO ACT BY WRITTEN CONSENT IF PROPERLY PRESENTED AT THE MEETING Shareholder Against For    
MARKEL CORPORATION    
Security 570535104     Meeting Type Annual
Ticker Symbol MKL     Meeting Date 13-May-2019  
ISIN US5705351048     Agenda 934951345 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: K. Bruce Connell Management For For    
1b. Election of Director: Thomas S. Gayner Management For For    
1c. Election of Director: Stewart M. Kasen Management For For    
1d. Election of Director: Alan I. Kirshner Management For For    
1e. Election of Director: Diane Leopold Management For For    
1f. Election of Director: Lemuel E. Lewis Management For For    
1g. Election of Director: Anthony F. Markel Management For For    
1h. Election of Director: Steven A. Markel Management For For    
1i. Election of Director: Darrell D. Martin Management For For    
1j. Election of Director: Michael O'Reilly Management For For    
1k. Election of Director: Michael J. Schewel Management For For    
1l. Election of Director: Richard R. Whitt, III Management For For    
1m. Election of Director: Debora J. Wilson Management For For    
2. Advisory vote on approval of executive compensation. Management For For    
3. Ratify the selection of KPMG LLP by the Audit Committee of the Board of Directors as the Company's independent registered public accounting firm for the year ending December 31, 2019. Management For For    
WATERS CORPORATION    
Security 941848103     Meeting Type Annual
Ticker Symbol WAT     Meeting Date 14-May-2019  
ISIN US9418481035     Agenda 934973822 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1A. Election of Director: Linda Baddour Management For For    
1B. Election of Director: Michael J. Berendt, Ph.D. Management For For    
1C. Election of Director: Edward Conard Management For For    
1D. Election of Director: Laurie H. Glimcher, M.D. Management For For    
1E. Election of Director: Gary E. Hendrickson Management For For    
1F. Election of Director: Christopher A. Kuebler Management For For    
1G. Election of Director: Christopher J. O'Connell Management For For    
1H. Election of Director: Flemming Ornskov, M.D., M.P.H Management For For    
1I. Election of Director: JoAnn A. Reed Management For For    
1J. Election of Director: Thomas P. Salice Management For For    
2. To ratify the selection of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2019. Management For For    
3. To approve, by non-binding vote, named executive officer compensation. Management For For    
YUM! BRANDS, INC.    
Security 988498101     Meeting Type Annual
Ticker Symbol YUM     Meeting Date 16-May-2019  
ISIN US9884981013     Agenda 934971664 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Paget L. Alves Management For For    
1b. Election of Director: Michael J. Cavanagh Management For For    
1c. Election of Director: Christopher M. Connor Management For For    
1d. Election of Director: Brian C. Cornell Management For For    
1e. Election of Director: Greg Creed Management For For    
1f. Election of Director: Tanya L. Domier Management For For    
1g. Election of Director: Mirian M. Graddick-Weir Management For For    
1h. Election of Director: Thomas C. Nelson Management For For    
1i. Election of Director: P. Justin Skala Management For For    
1j. Election of Director: Elane B. Stock Management For For    
1k. Election of Director: Robert D. Walter Management For For    
2. Ratification of Independent Auditors. Management For For    
3. Advisory Vote on Executive Compensation. Management For For    
4. Shareholder Proposal Regarding the Issuance of a Report on Renewable Energy. Shareholder Against For    
5. Shareholder Proposal Regarding Issuance of Annual Reports on Efforts to Reduce Deforestation. Shareholder Against For    
6. Shareholder Proposal Regarding the Issuance of a Report on Sustainable Packaging. Shareholder Against For    
CDW CORP    
Security 12514G108     Meeting Type Annual
Ticker Symbol CDW     Meeting Date 21-May-2019  
ISIN US12514G1085     Agenda 934966043 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Class III Director: Lynda M. Clarizio Management For For    
1b. Election of Class III Director: Christine A. Leahy Management For For    
1c. Election of Class III Director: Thomas E. Richards Management For For    
1d. Election of Class III Director: Joseph R. Swedish Management For For    
2. To approve, on an advisory basis, named executive officer compensation. Management For For    
3. To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019. Management For For    
LANDSTAR SYSTEM, INC.    
Security 515098101     Meeting Type Annual
Ticker Symbol LSTR     Meeting Date 21-May-2019  
ISIN US5150981018     Agenda 934983431 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Homaira Akbari Management For For    
1b. Election of Director: Diana M. Murphy Management For For    
1c. Election of Director: Larry J. Thoele Management For For    
2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2019. Management For For    
3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Management For For    
HENRY SCHEIN, INC.    
Security 806407102     Meeting Type Annual
Ticker Symbol HSIC     Meeting Date 22-May-2019  
ISIN US8064071025     Agenda 934978757 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Barry J. Alperin Management For For    
1b. Election of Director: Gerald A. Benjamin Management For For    
1c. Election of Director: Stanley M. Bergman Management For For    
1d. Election of Director: James P. Breslawski Management For For    
1e. Election of Director: Paul Brons Management For For    
1f. Election of Director: Shira Goodman Management For For    
1g. Election of Director: Joseph L. Herring Management For For    
1h. Election of Director: Kurt P. Kuehn Management For For    
1i. Election of Director: Philip A. Laskawy Management For For    
1j. Election of Director: Anne H. Margulies Management For For    
1k. Election of Director: Mark E. Mlotek Management For For    
1l. Election of Director: Steven Paladino Management For For    
1m. Election of Director: Carol Raphael Management For For    
1n. Election of Director: E. Dianne Rekow, DDS, Ph.D. Management For For    
1o. Election of Director: Bradley T. Sheares, Ph.D. Management For For    
2. Proposal to approve, by non-binding vote, the 2018 compensation paid to the Company's Named Executive Officers. Management For For    
3. Proposal to ratify the selection of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2019. Management For For    
ROSS STORES, INC.    
Security 778296103     Meeting Type Annual
Ticker Symbol ROST     Meeting Date 22-May-2019  
ISIN US7782961038     Agenda 934968794 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Michael Balmuth Management For For    
1b. Election of Director: K. Gunnar Bjorklund Management For For    
1c. Election of Director: Michael J. Bush Management For For    
1d. Election of Director: Norman A. Ferber Management For For    
1e. Election of Director: Sharon D. Garrett Management For For    
1f. Election of Director: Stephen D. Milligan Management For For    
1g. Election of Director: George P. Orban Management For For    
1h. Election of Director: Michael O'Sullivan Management Abstain Against    
1i. Election of Director: Gregory L. Quesnel Management For For    
1j. Election of Director: Barbara Rentler Management For For    
2. Advisory vote to approve the resolution on the compensation of the named executive officers. Management For For    
3. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2020. Management For For    
4. To vote on a stockholder proposal on Greenhouse Gas Emissions Goals, if properly presented at the Annual Meeting. Shareholder Against For    
MOHAWK INDUSTRIES, INC.    
Security 608190104     Meeting Type Annual
Ticker Symbol MHK     Meeting Date 23-May-2019  
ISIN US6081901042     Agenda 934976854 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1A Election of Director for a term of three years: Joseph A. Onorato Management For For    
1B Election of Director for a term of three years: William H. Runge, III Management For For    
1C Election of Director for a term of three years: W. Christopher Wellborn Management For For    
2. The ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm Management For For    
3. Advisory vote to approve executive compensation, as disclosed in the Company's Proxy Statement for the 2019 Annual Meeting of Stockholders Management For For    
WHITE MOUNTAINS INSURANCE GROUP, LTD.    
Security G9618E107     Meeting Type Annual
Ticker Symbol WTM     Meeting Date 23-May-2019  
ISIN BMG9618E1075     Agenda 935007028 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 Morgan W. Davis*     For For    
    2 Peter M. Carlson*     For For    
    3 David A. Tanner*     For For    
    4 Lowndes A. Smith#     For For    
2. Approval of the advisory resolution on executive compensation. Management For For    
3. Approval of the Company's amended and restated long- term incentive plan. Management For For    
4. Approval of the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company's Independent Registered Public Accounting Firm for 2019. Management For For    
DOLLAR GENERAL CORPORATION    
Security 256677105     Meeting Type Annual
Ticker Symbol DG     Meeting Date 29-May-2019  
ISIN US2566771059     Agenda 934975749 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Warren F. Bryant Management For For    
1b. Election of Director: Michael M. Calbert Management For For    
1c. Election of Director: Sandra B. Cochran Management For For    
1d. Election of Director: Patricia D. Fili-Krushel Management For For    
1e. Election of Director: Timothy I. McGuire Management For For    
1f. Election of Director: William C. Rhodes, III Management For For    
1g. Election of Director: Ralph E. Santana Management For For    
1h. Election of Director: Todd J. Vasos Management For For    
2. To approve, on an advisory (non-binding) basis, the compensation of Dollar General Corporation's named executive officers as disclosed in the proxy statement. Management For For    
3. To ratify the appointment of Ernst & Young LLP as Dollar General Corporation's independent registered public accounting firm for fiscal 2019. Management For For    
BLACK KNIGHT, INC.    
Security 09215C105     Meeting Type Annual
Ticker Symbol BKI     Meeting Date 12-Jun-2019  
ISIN US09215C1053     Agenda 935015417 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 David K. Hunt     Withheld Against    
    2 Ganesh B. Rao     Withheld Against    
2. Approval of the Second Amended and Restated Certificate of Incorporation. Management For For    
3. Approval of majority voting for uncontested director elections. Management For For    
4. Approval of a non-binding advisory resolution on the compensation paid to our named executive officers. Management Against Against    
5. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2019 fiscal year. Management For For    
BROOKFIELD ASSET MANAGEMENT INC.    
Security 112585104     Meeting Type Annual and Special Meeting
Ticker Symbol BAM     Meeting Date 14-Jun-2019  
ISIN CA1125851040     Agenda 935032487 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1 DIRECTOR Management        
    1 M. Elyse Allan     For For    
    2 Angela F. Braly     For For    
    3 M. Kempston Darkes     For For    
    4 Murilo Ferreira     For For    
    5 Frank J. McKenna     For For    
    6 Rafael Miranda     For For    
    7 Seek Ngee Huat     For For    
    8 Diana L. Taylor     For For    
2 The appointment of Deloitte LLP as the external auditor and authorizing the directors to set its remuneration. Management For For    
3 The Say on Pay Resolution set out in the Corporation's Management Information Circular dated April 29, 2019 (the "Circular"). Management For For    
4 The 2019 Plan Resolution set out in the Circular. Management For For    
5 The Shareholder Proposal One set out in the Circular. Shareholder Against For    
6 The Shareholder Proposal Two set out in the Circular. Shareholder Against For    
CARMAX, INC.    
Security 143130102     Meeting Type Annual
Ticker Symbol KMX     Meeting Date 25-Jun-2019  
ISIN US1431301027     Agenda 935018805 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director for a one-year term: Peter J. Bensen Management For For    
1b. Election of Director for a one-year term: Ronald E. Blaylock Management For For    
1c. Election of Director for a one-year term: Sona Chawla Management For For    
1d. Election of Director for a one-year term: Thomas J. Folliard Management For For    
1e. Election of Director for a one-year term: Shira Goodman Management For For    
1f. Election of Director for a one-year term: Robert J. Hombach Management For For    
1g. Election of Director for a one-year term: David W. McCreight Management For For    
1h. Election of Director for a one-year term: William D. Nash Management For For    
1i. Election of Director for a one-year term: Pietro Satriano Management For For    
1j. Election of Director for a one-year term: Marcella Shinder Management For For    
1k. Election of Director for a one-year term: Mitchell D. Steenrod Management For For    
2. To ratify the appointment of KPMG LLP as independent registered public accounting firm. Management For For    
3. To approve, in an advisory (non-binding) vote, the compensation of our named executive officers. Management For For    
4. To approve the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated. Management For For    
5. To vote on a shareholder proposal regarding a report on political contributions, if properly presented at the meeting. Shareholder Against For    

  

 

 

FAM Dividend Focus Fund

 

Investment Company Report  

 

XILINX, INC.    
Security 983919101     Meeting Type Annual
Ticker Symbol XLNX     Meeting Date 01-Aug-2018  
ISIN US9839191015     Agenda 934848067 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Dennis Segers Management For For    
1b. Election of Director: Raman Chitkara Management For For    
1c. Election of Director: Saar Gillai Management For For    
1d. Election of Director: Ronald S. Jankov Management For For    
1e. Election of Director: Mary Louise Krakauer Management For For    
1f. Election of Director: Thomas H. Lee Management For For    
1g. Election of Director: J. Michael Patterson Management For For    
1h. Election of Director: Victor Peng Management For For    
1i. Election of Director: Albert A. Pimentel Management For For    
1j. Election of Director: Marshall C. Turner Management For For    
1k. Election of Director: Elizabeth W. Vanderslice Management For For    
2. Amendment to Company's 1990 Employee Qualified Stock Purchase Plan to increase the shares reserved for issuance by 3,000,000. Management For For    
3. Amendment to Company's 2007 Equity Incentive Plan to increase shares reserved for issuance thereunder by 3,000,000 shares. Management For For    
4. Proposal to approve, on an advisory basis, the compensation of the Company's named executive officers. Management For For    
5. Proposal to ratify the appointment of Ernst & Young LLP as the Company's external auditors for fiscal 2019. Management For For    
MICROCHIP TECHNOLOGY INCORPORATED    
Security 595017104     Meeting Type Annual
Ticker Symbol MCHP     Meeting Date 14-Aug-2018  
ISIN US5950171042     Agenda 934858068 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1.1 Election of Director: Steve Sanghi Management For For    
1.2 Election of Director: Matthew W. Chapman Management For For    
1.3 Election of Director: L.B. Day Management For For    
1.4 Election of Director: Esther L. Johnson Management For For    
1.5 Election of Director: Wade F. Meyercord Management For For    
2. Proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2019. Management For For    
3. Proposal to approve, on an advisory (non-binding) basis, the compensation of our named executives. Management For For    
MONRO, INC.    
Security 610236101     Meeting Type Annual
Ticker Symbol MNRO     Meeting Date 14-Aug-2018  
ISIN US6102361010     Agenda 934856797 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 John L. Auerbach     For For    
    2 Donald Glickman     For For    
    3 Lindsay N. Hyde     For For    
    4 Brett T. Ponton     For For    
2. To approve, on a non-binding basis, the compensation paid to the Company's Named Executive Officers. Management For For    
3. To ratify the re-appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 30, 2019. Management For For    
PATTERSON COMPANIES, INC.    
Security 703395103     Meeting Type Annual
Ticker Symbol PDCO     Meeting Date 17-Sep-2018  
ISIN US7033951036     Agenda 934861635 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director to term expiring in 2019: John D. Buck Management For For    
1b. Election of Director to term expiring in 2019: Alex N. Blanco Management For For    
1c. Election of Director to term expiring in 2019: Jody H. Feragen Management For For    
1d. Election of Director to term expiring in 2019: Robert C. Frenzel Management For For    
1e. Election of Director to term expiring in 2019: Francis (Fran) J. Malecha Management For For    
1f. Election of Director to term expiring in 2019: Ellen A. Rudnick Management For For    
1g. Election of Director to term expiring in 2019: Neil A. Schrimsher Management For For    
1h. Election of Director to term expiring in 2019: Mark S. Walchirk Management For For    
1i. Election of Director to term expiring in 2019: James W. Wiltz Management For For    
2. Approval of amendment to 2015 Omnibus Incentive Plan. Management For For    
3. Advisory approval of executive compensation. Management For For    
4. To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 27, 2019. Management For For    
FOREST CITY REALTY TRUST, INC.    
Security 345605109     Meeting Type Special
Ticker Symbol FCEA     Meeting Date 15-Nov-2018  
ISIN US3456051099     Agenda 934889568 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. Forest City Realty Trust, Inc. and the other transactions contemplated by the Agreement and Plan of Merger, and as it may be amended from time to time, among Forest City Realty Trust, Inc., Antlia Holdings LLC and Antlia Merger Sub Inc., as more particularly described in the Proxy Statement. Management For For    
2. To approve, by a non-binding, advisory vote, certain compensation arrangements for Forest City Realty Trust, Inc.'s named executive officers in connection with the merger, as more particularly described in the Proxy Statement. Management For For    
3. To approve any adjournments of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve proposal 1, as more particularly described in the Proxy Statement. Management For For    
DONALDSON COMPANY, INC.    
Security 257651109     Meeting Type Annual
Ticker Symbol DCI     Meeting Date 30-Nov-2018  
ISIN US2576511099     Agenda 934887184 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 Andrew Cecere     For For    
    2 James J. Owens     For For    
    3 Trudy A. Rautio     For For    
2. A non-binding advisory vote on the compensation of our Named Executive Officers. Management For For    
3. Ratification of the appointment of PricewaterhouseCoopers LLP as Donaldson Company, Inc.'s independent registered public accounting firm for the fiscal year ending July 31, 2019. Management For For    
SONIC CORP.    
Security 835451105     Meeting Type Special
Ticker Symbol SONC     Meeting Date 06-Dec-2018  
ISIN US8354511052     Agenda 934897755 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. To adopt the Agreement and Plan of Merger, dated as of September 24, 2018 (the merger agreement), among Inspire Brands, Inc., SSK Merger Sub, Inc., and Sonic Corp. (the merger). Management For For    
2. To approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to the named executive officers of Sonic Corp. in connection with the merger and contemplated by the merger agreement. Management For For    
3. To approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. Management For For    
AIR PRODUCTS AND CHEMICALS, INC.    
Security 009158106     Meeting Type Annual
Ticker Symbol APD     Meeting Date 24-Jan-2019  
ISIN US0091581068     Agenda 934911137 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Susan K. Carter Management For For    
1b. Election of Director: Charles I. Cogut Management For For    
1c. Election of Director: Seifi Ghasemi Management For For    
1d. Election of Director: Chadwick C. Deaton Management For For    
1e. Election of Director: David H. Y. Ho Management For For    
1f. Election of Director: Margaret G. McGlynn Management For For    
1g. Election of Director: Edward L. Monser Management For For    
1h. Election of Director: Matthew H. Paull Management For For    
2. Advisory vote approving Executive Officer compensation. Management For For    
3. Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2019. Management For For    
VERSUM MATERIALS, INC.    
Security 92532W103     Meeting Type Annual
Ticker Symbol VSM     Meeting Date 29-Jan-2019  
ISIN US92532W1036     Agenda 934913460 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 Seifi Ghasemi     For For    
    2 Guillermo Novo     For For    
    3 Jacques Croisetiere     For For    
    4 Dr. Yi Hyon Paik     For For    
    5 Thomas J. Riordan     For For    
    6 Susan C. Schnabel     For For    
    7 Alejandro D. Wolff     For For    
2. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2019. Management For For    
3. Approve, by non-binding advisory vote, the compensation paid to our named executive officers (say-on-pay). Management For For    
FRANKLIN RESOURCES, INC.    
Security 354613101     Meeting Type Annual
Ticker Symbol BEN     Meeting Date 12-Feb-2019  
ISIN US3546131018     Agenda 934915438 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Peter K. Barker Management For For    
1b. Election of Director: Mariann Byerwalter Management For For    
1c. Election of Director: Charles E. Johnson Management For For    
1d. Election of Director: Gregory E. Johnson Management For For    
1e. Election of Director: Rupert H. Johnson, Jr. Management For For    
1f. Election of Director: Mark C. Pigott Management For For    
1g. Election of Director: Chutta Ratnathicam Management For For    
1h. Election of Director: Laura Stein Management For For    
1i. Election of Director: Seth H. Waugh Management For For    
1j. Election of Director: Geoffrey Y. Yang Management For For    
2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2019. Management For For    
3. To ratify the special meeting amendment in the Company's bylaws. Management For For    
4. Stockholder proposal requesting that the Board institute procedures on genocide-free investing, if properly presented at the Annual Meeting. Shareholder Against For    
M&T BANK CORPORATION    
Security 55261F104     Meeting Type Annual
Ticker Symbol MTB     Meeting Date 16-Apr-2019  
ISIN US55261F1049     Agenda 934942170 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 Brent D. Baird     For For    
    2 C. Angela Bontempo     For For    
    3 Robert T. Brady     For For    
    4 T.J. Cunningham III     For For    
    5 Gary N. Geisel     For For    
    6 Richard S. Gold     For For    
    7 Richard A. Grossi     For For    
    8 John D. Hawke, Jr.     For For    
    9 René F. Jones     For For    
    10 Richard H. Ledgett, Jr.     For For    
    11 Newton P.S. Merrill     For For    
    12 Kevin J. Pearson     For For    
    13 Melinda R. Rich     For For    
    14 Robert E. Sadler, Jr.     For For    
    15 Denis J. Salamone     For For    
    16 John R. Scannell     For For    
    17 David S. Scharfstein     For For    
    18 Herbert L. Washington     For For    
2. TO APPROVE THE M&T BANK CORPORATION 2019 EQUITY INCENTIVE COMPENSATION PLAN. Management For For    
3. TO APPROVE THE COMPENSATION OF M&T BANK CORPORATION'S NAMED EXECUTIVE OFFICERS. Management For For    
4. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2019. Management For For    
FASTENAL COMPANY    
Security 311900104     Meeting Type Annual
Ticker Symbol FAST     Meeting Date 23-Apr-2019  
ISIN US3119001044     Agenda 934935606 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Willard D. Oberton Management For For    
1b. Election of Director: Michael J. Ancius Management For For    
1c. Election of Director: Michael J. Dolan Management For For    
1d. Election of Director: Stephen L. Eastman Management For For    
1e. Election of Director: Daniel L. Florness Management For For    
1f. Election of Director: Rita J. Heise Management For For    
1g. Election of Director: Darren R. Jackson Management For For    
1h. Election of Director: Daniel L. Johnson Management For For    
1i. Election of Director: Scott A. Satterlee Management For For    
1j. Election of Director: Reyne K. Wisecup Management For For    
2. Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the 2019 fiscal year. Management For For    
3. Approval, by non-binding vote, of executive compensation. Management For For    
4. A shareholder proposal related to diversity reporting. Shareholder Against For    
AVERY DENNISON CORPORATION    
Security 053611109     Meeting Type Annual
Ticker Symbol AVY     Meeting Date 25-Apr-2019  
ISIN US0536111091     Agenda 934938551 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Bradley Alford Management For For    
1b. Election of Director: Anthony Anderson Management For For    
1c. Election of Director: Peter Barker Management For For    
1d. Election of Director: Mark Barrenechea Management For For    
1e. Election of Director: Mitchell Butier Management For For    
1f. Election of Director: Ken Hicks Management For For    
1g. Election of Director: Andres Lopez Management For For    
1h. Election of Director: David Pyott Management For For    
1i. Election of Director: Patrick Siewert Management For For    
1j. Election of Director: Julia Stewart Management For For    
1k. Election of Director: Martha Sullivan Management For For    
2. Approval, on an advisory basis, of our executive compensation. Management For For    
3. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2019. Management For For    
SNAP-ON INCORPORATED    
Security 833034101     Meeting Type Annual
Ticker Symbol SNA     Meeting Date 25-Apr-2019  
ISIN US8330341012     Agenda 934944768 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1A. Election of Director: David C. Adams Management For For    
1B. Election of Director: Karen L. Daniel Management For For    
1C. Election of Director: Ruth Ann M. Gillis Management For For    
1D. Election of Director: James P. Holden Management For For    
1E. Election of Director: Nathan J. Jones Management For For    
1F. Election of Director: Henry W. Knueppel Management For For    
1G. Election of Director: W. Dudley Lehman Management For For    
1H. Election of Director: Nicholas T. Pinchuk Management For For    
1I. Election of Director: Gregg M. Sherrill Management For For    
1J. Election of Director: Donald J. Stebbins Management For For    
2. Proposal to ratify the appointment of Deloitte & Touche LLP as Snap-on Incorporated's independent registered public accounting firm for fiscal 2019. Management For For    
3. Advisory vote to approve the compensation of Snap-on Incorporated's named executive officers, as disclosed in "Compensation Discussion and Analysis" and "Executive Compensation Information" in the Proxy Statement. Management For For    
SOUTH STATE CORPORATION    
Security 840441109     Meeting Type Annual
Ticker Symbol SSB     Meeting Date 25-Apr-2019  
ISIN US8404411097     Agenda 934934680 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 Robert R. Horger     For For    
    2 Robert H. Demere, Jr.     For For    
    3 Grey B. Murray     For For    
    4 James W. Roquemore     For For    
2. Proposal to approve the compensation of the Company's named executive officers (this is a non-binding, advisory vote; the Board of Directors unanimously recommends that you vote "FOR" this proposal). Management For For    
3. Proposal to approve the 2019 Omnibus Stock and Performance Plan (the Board of Directors unanimously recommends that you vote "FOR" this proposal). Management For For    
4. Proposal to ratify, as an advisory, non-binding vote, the appointment of Dixon Hughes Goodman LLP, Certified Public Accountants, as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2019 (the Board of Directors unanimously recommends that you vote "FOR" this proposal). Management For For    
STOCK YARDS BANCORP, INC.    
Security 861025104     Meeting Type Annual
Ticker Symbol SYBT     Meeting Date 25-Apr-2019  
ISIN US8610251048     Agenda 934949491 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Paul J. Bickel III Management For For    
1b. Election of Director: J. McCauley Brown Management For For    
1c. Election of Director: David P. Heintzman Management For For    
1d. Election of Director: Donna L. Heitzman Management For For    
1e. Election of Director: Carl G. Herde Management For For    
1f. Election of Director: James A. Hillebrand Management For For    
1g. Election of Director: Richard A. Lechleiter Management For For    
1h. Election of Director: Stephen M. Priebe Management For For    
1i. Election of Director: John L. Schutte Management For For    
1j. Election of Director: Norman Tasman Management For For    
1k. Election of Director: Kathy C. Thompson Management For For    
2. The ratification of BKD, LLP as the independent registered public accounting firm for Stock Yards Bancorp, Inc. for the year ending December 31, 2019. Management For For    
3. The advisory approval of the compensation of Bancorp's named executive officers. Management For For    
T. ROWE PRICE GROUP, INC.    
Security 74144T108     Meeting Type Annual
Ticker Symbol TROW     Meeting Date 25-Apr-2019  
ISIN US74144T1088     Agenda 934937991 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Mark S. Bartlett Management For For    
1b. Election of Director: Mary K. Bush Management For For    
1c. Election of Director: Dr. Freeman A. Hrabowski, III Management For For    
1d. Election of Director: Robert F. MacLellan Management For For    
1e. Election of Director: Olympia J. Snowe Management For For    
1f. Election of Director: William J. Stromberg Management For For    
1g. Election of Director: Richard R. Verma Management For For    
1h. Election of Director: Sandra S. Wijnberg Management For For    
1i. Election of Director: Alan D. Wilson Management For For    
2. To approve, by a non-binding advisory vote, the compensation paid by the Company to its Named Executive Officers. Management For For    
3. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2019. Management For For    
EOG RESOURCES, INC.    
Security 26875P101     Meeting Type Annual
Ticker Symbol EOG     Meeting Date 29-Apr-2019  
ISIN US26875P1012     Agenda 934945683 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Janet F. Clark Management For For    
1b. Election of Director: Charles R. Crisp Management For For    
1c. Election of Director: Robert P. Daniels Management For For    
1d. Election of Director: James C. Day Management For For    
1e. Election of Director: C. Christopher Gaut Management For For    
1f. Election of Director: Julie J. Robertson Management For For    
1g. Election of Director: Donald F. Textor Management For For    
1h. Election of Director: William R. Thomas Management For For    
2. To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP, independent registered public accounting firm, as auditors for the Company for the year ending December 31, 2019. Management For For    
3. To approve, by non-binding vote, the compensation of the Company's named executive officers. Management For For    
INTERNATIONAL FLAVORS & FRAGRANCES INC.    
Security 459506101     Meeting Type Annual
Ticker Symbol IFF     Meeting Date 01-May-2019  
ISIN US4595061015     Agenda 934945607 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Marcello V. Bottoli Management For For    
1b. Election of Director: Dr. Linda Buck Management For For    
1c. Election of Director: Michael L. Ducker Management For For    
1d. Election of Director: David R. Epstein Management For For    
1e. Election of Director: Roger W. Ferguson, Jr. Management For For    
1f. Election of Director: John F. Ferraro Management For For    
1g. Election of Director: Andreas Fibig Management For For    
1h. Election of Director: Christina Gold Management For For    
1i. Election of Director: Katherine M. Hudson Management For For    
1j. Election of Director: Dale F. Morrison Management For For    
1k. Election of Director: Stephen Williamson Management For For    
2. Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2019 fiscal year. Management For For    
3. Approve, on an advisory basis, the compensation of our named executive officers in 2018. Management For For    
STRYKER CORPORATION    
Security 863667101     Meeting Type Annual
Ticker Symbol SYK     Meeting Date 01-May-2019  
ISIN US8636671013     Agenda 934950090 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a) Election of Director: Mary K. Brainerd Management For For    
1b) Election of Director: Srikant M. Datar, Ph.D. Management For For    
1c) Election of Director: Roch Doliveux, DVM Management For For    
1d) Election of Director: Louise L. Francesconi Management For For    
1e) Election of Director: Allan C. Golston (Lead Independent Director) Management For For    
1f) Election of Director: Kevin A. Lobo (Chairman of the Board) Management For For    
1g) Election of Director: Sherilyn S. McCoy Management For For    
1h) Election of Director: Andrew K. Silvernail Management For For    
1i) Election of Director: Ronda E. Stryker Management For For    
1j) Election of Director: Rajeev Suri Management For For    
2. Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019. Management For For    
3. Advisory vote to approve named executive officer compensation. Management For For    
AQUA AMERICA, INC.    
Security 03836W103     Meeting Type Annual
Ticker Symbol WTR     Meeting Date 02-May-2019  
ISIN US03836W1036     Agenda 934947726 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 Elizabeth B. Amato     For For    
    2 Nicholas DeBenedictis     For For    
    3 Christopher H. Franklin     For For    
    4 Daniel J. Hilferty     For For    
    5 Ellen T. Ruff     For For    
    6 Lee C. Stewart     For For    
    7 Christopher Womack     For For    
2. To consider and take action on the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the 2019 fiscal year. Management For For    
3. To approve an advisory vote on the compensation paid to the Company's named executive officers for 2018. Management For For    
4. To approve the Amended and Restated Omnibus Equity Compensation Plan. Management For For    
IDEX CORPORATION    
Security 45167R104     Meeting Type Annual
Ticker Symbol IEX     Meeting Date 10-May-2019  
ISIN US45167R1041     Agenda 934956991 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 ERNEST J. MROZEK     For For    
    2 L. L. SATTERTHWAITE     For For    
    3 DAVID C. PARRY     For For    
2. Advisory vote to approve named executive officer compensation. Management For For    
3. Ratification of the appointment of Deloitte & Touche LLP as our independent registered accounting firm for 2019. Management For For    
MARRIOTT INTERNATIONAL, INC.    
Security 571903202     Meeting Type Annual
Ticker Symbol MAR     Meeting Date 10-May-2019  
ISIN US5719032022     Agenda 934995260 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1A. Election of Director: J.W. Marriott, Jr. Management For For    
1B. Election of Director: Mary K. Bush Management For For    
1C. Election of Director: Bruce W. Duncan Management For For    
1D. Election of Director: Deborah M. Harrison Management For For    
1E. Election of Director: Frederick A. Henderson Management For For    
1F. Election of Director: Eric Hippeau Management For For    
1G. Election of Director: Lawrence W. Kellner Management For For    
1H. Election of Director: Debra L. Lee Management For For    
1I. Election of Director: Aylwin B. Lewis Management For For    
1J. Election of Director: Margaret M. McCarthy Management For For    
1K. Election of Director: George Muñoz Management For For    
1L. Election of Director: Steven S Reinemund Management For For    
1M. Election of Director: Susan C. Schwab Management For For    
1N. Election of Director: Arne M. Sorenson Management For For    
2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2019 Management For For    
3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Management For For    
4a. AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE SUPERMAJORITY VOTING STANDARDS: AMENDMENTS TO REMOVE THE SUPERMAJORITY VOTING STANDARD FOR THE REMOVAL OF DIRECTORS Management For For    
4b. AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE SUPERMAJORITY VOTING STANDARDS: AMENDMENTS TO REMOVE THE SUPERMAJORITY VOTING STANDARDS FOR FUTURE AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION APPROVED BY OUR STOCKHOLDERS Management For For    
4c. AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE SUPERMAJORITY VOTING STANDARDS: AMENDMENTS TO REMOVE THE REQUIREMENT FOR A SUPERMAJORITY STOCKHOLDER VOTE FOR FUTURE AMENDMENTS TO CERTAIN BYLAW PROVISIONS Management For For    
4d. AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE SUPERMAJORITY VOTING STANDARDS: AMENDMENT TO REMOVE THE REQUIREMENT FOR A SUPERMAJORITY STOCKHOLDER VOTE FOR CERTAIN TRANSACTIONS Management For For    
4e. AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE SUPERMAJORITY VOTING STANDARDS: AMENDMENT TO REMOVE THE SUPERMAJORITY VOTING STANDARD FOR CERTAIN BUSINESS COMBINATIONS Management For For    
5. STOCKHOLDER RESOLUTION RECOMMENDING THAT STOCKHOLDERS BE ALLOWED TO ACT BY WRITTEN CONSENT IF PROPERLY PRESENTED AT THE MEETING Shareholder Against For    
DIGITAL REALTY TRUST, INC.    
Security 253868103     Meeting Type Annual
Ticker Symbol DLR     Meeting Date 13-May-2019  
ISIN US2538681030     Agenda 934969265 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1A. Election of Director: Laurence A. Chapman Management For For    
1B. Election of Director: Michael A. Coke Management For For    
1C. Election of Director: Kevin J. Kennedy Management For For    
1D. Election of Director: William G. LaPerch Management For For    
1E. Election of Director: Afshin Mohebbi Management For For    
1F. Election of Director: Mark R. Patterson Management For For    
1G. Election of Director: Mary Hogan Preusse Management For For    
1H. Election of Director: Dennis E. Singleton Management For For    
1I. Election of Director: A. William Stein Management For For    
2. To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019. Management For For    
3. To approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as more fully described in the accompanying Proxy Statement. Management For For    
ARTHUR J. GALLAGHER & CO.    
Security 363576109     Meeting Type Annual
Ticker Symbol AJG     Meeting Date 14-May-2019  
ISIN US3635761097     Agenda 934959226 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Director: Sherry S. Barrat Management For For    
1b. Election of Director: William L. Bax Management For For    
1c. Election of Director: D. John Coldman Management For For    
1d. Election of Director: Frank E. English, Jr. Management For For    
1e. Election of Director: J. Patrick Gallagher, Jr. Management For For    
1f. Election of Director: David S. Johnson Management For For    
1g. Election of Director: Kay W. McCurdy Management For For    
1h. Election of Director: Ralph J. Nicoletti Management For For    
1i. Election of Director: Norman L. Rosenthal Management For For    
2. Ratification of the Appointment of Ernst & Young LLP as our Independent Auditor for the fiscal year ending December 31, 2019. Management For For    
3. Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers. Management For For    
NATIONAL INSTRUMENTS CORPORATION    
Security 636518102     Meeting Type Annual
Ticker Symbol NATI     Meeting Date 14-May-2019  
ISIN US6365181022     Agenda 934953680 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1. DIRECTOR Management        
    1 James E. Cashman, III     For For    
    2 Liam K. Griffin     For For    
2. To increase the number of shares reserved under the Company's 1994 Employee Stock Purchase Plan by 3,000,000 shares. Management For For    
3. To ratify the appointment of Ernst & Young LLP as National Instruments Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2019. Management For For    
4. To approve an advisory (non-binding) proposal concerning our executive compensation program. Management For For    
CDW CORP    
Security 12514G108     Meeting Type Annual
Ticker Symbol CDW     Meeting Date 21-May-2019  
ISIN US12514G1085     Agenda 934966043 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1a. Election of Class III Director: Lynda M. Clarizio Management For For    
1b. Election of Class III Director: Christine A. Leahy Management For For    
1c. Election of Class III Director: Thomas E. Richards Management For For    
1d. Election of Class III Director: Joseph R. Swedish Management For For    
2. To approve, on an advisory basis, named executive officer compensation. Management For For    
3. To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019. Management For For    
US ECOLOGY, INC.    
Security 91732J102     Meeting Type Annual
Ticker Symbol ECOL     Meeting Date 21-May-2019  
ISIN US91732J1025     Agenda 934978137 - Management
                       
Item Proposal Proposed by   Vote For/Against Management    
1.1 Election of Director: Joe F. Colvin Management For For    
1.2 Election of Director: Katina Dorton Management For For    
1.3 Election of Director: Glenn A. Eisenberg Management For For    
1.4 Election of Director: Jeffrey R. Feeler Management For For    
1.5 Election of Director: Daniel Fox Management For For    
1.6 Election of Director: Ronald C. Keating Management For For    
1.7 Election of Director: Stephen A. Romano Management For For    
1.8 Election of Director: John T. Sahlberg Management For For &n