0001104659-19-046052.txt : 20190815 0001104659-19-046052.hdr.sgml : 20190815 20190815092306 ACCESSION NUMBER: 0001104659-19-046052 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190630 FILED AS OF DATE: 20190815 DATE AS OF CHANGE: 20190815 EFFECTIVENESS DATE: 20190815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEKLA HEALTHCARE INVESTORS CENTRAL INDEX KEY: 0000805267 IRS NUMBER: 046564285 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-04889 FILM NUMBER: 191028639 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: 19TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6177728515 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: 19TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: H&Q HEALTHCARE INVESTORS DATE OF NAME CHANGE: 19920703 N-PX 1 a19-12853_1npx.htm N-PX

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

OMB APPROVAL

 

OMB Number:  3235-0582

 

Expires:  May 31, 2021

 

Estimated average burden

 

hours per response........7.2

 

FORM N-PX

 

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number  811- 04889

 

Tekla Healthcare Investors

(Exact name of registrant as specified in charter)

 

100 Federal Street, 19th Floor, Boston, MA

 

02110

(Address of principal executive offices)

 

(Zip code)

 

Laura Woodward

Tekla Healthcare Investors

100 Federal Street, 19th Floor, Boston MA 02110

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:  617-772-8500

 

Date of fiscal year end:  September 30

 

Date of reporting period:  7/1/18-6/30/19

 

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).  The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public.  A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number.  Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC  20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.

 

 

 

 

Item 1. Proxy Voting Record.

 

 

HQH Vote Summary

 

ABBOTT LABORATORIES

 

Security

002824100

Meeting Type

Annual

Ticker Symbol

ABT

Meeting Date

26-Apr-2019

Record Date

27-Feb-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

1

R.J. Alpern

 

 

 

For

 

For

 

 

2

R.S. Austin

 

 

 

For

 

For

 

 

3

S.E. Blount

 

 

 

For

 

For

 

 

4

M.A. Kumbier

 

 

 

For

 

For

 

 

5

E.M. Liddy

 

 

 

For

 

For

 

 

6

N. McKinstry

 

 

 

For

 

For

 

 

7

P.N. Novakovic

 

 

 

For

 

For

 

 

8

W.A. Osborn

 

 

 

For

 

For

 

 

9

S.C. Scott III

 

 

 

For

 

For

 

 

10

D.J. Starks

 

 

 

For

 

For

 

 

11

J.G. Stratton

 

 

 

For

 

For

 

 

12

G.F. Tilton

 

 

 

For

 

For

 

 

13

M.D. White

 

 

 

For

 

For

2.

 

Ratification of Ernst & Young LLP as Auditors

 

Management

 

For

 

For

3.

 

Say on Pay - An Advisory Vote to Approve Executive Compensation

 

Management

 

For

 

For

4.

 

Shareholder Proposal - Independent Board Chairman

 

Shareholder

 

For

 

Against

 

ABBVIE INC.

 

Security

00287Y109

Meeting Type

Annual

Ticker Symbol

ABBV

Meeting Date

03-May-2019

Record Date

08-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

William H.L. Burnside

 

 

 

For

 

For

 

 

 

2

Brett J. Hart

 

 

 

For

 

For

 

 

 

3

Edward J. Rapp

 

 

 

For

 

For

 

2.

 

Ratification of Ernst & Young LLP as AbbVie’s independent registered public accounting firm for 2019

 

Management

 

For

 

For

 

3.

 

Say on Pay - An advisory vote on the approval of executive compensation

 

Management

 

For

 

For

 

4.

 

Approval of a management proposal regarding amendment of the certificate of incorporation for a simple majority vote

 

Management

 

For

 

For

 

5.

 

Stockholder Proposal - to Issue an Annual Report on Lobbying

 

Shareholder

 

Against

 

For

 

6.

 

Stockholder Proposal - to Issue a Compensation Committee Report on Drug Pricing

 

Shareholder

 

Against

 

For

 

7.

 

Stockholder Proposal - to Adopt a Policy to Require Independent Chairman

 

Shareholder

 

For

 

Against

 

 

 

AC IMMUNE SA

 

Security

H00263105

Meeting Type

Annual

Ticker Symbol

ACIU

Meeting Date

28-Jun-2019

Record Date

23-May-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

A.

 

In the event that at the Annual General Meeting, shareholders or the Board of Directors make additional or amended motions to the published agenda items and/or put forward new motions or in absence of any specific instruction, I/we instruct the independent proxy to vote in respect to such motions as proposed by the Board of Directors.

 

Management

 

For

 

 

 

1.

 

Approval of the Annual Report, Annual Statutory Financial Statements and Financial Statements under IFRS of AC Immune SA for the year 2018.

 

Management

 

For

 

 

 

2.

 

Appropriation of Loss.

 

Management

 

For

 

 

 

3.

 

Discharge of the Members of the Board of Directors and the Executive Committee.

 

Management

 

For

 

 

 

4a.

 

Vote on Total Non-Performance-Related Compensation for Members of the Board of Directors from 1 July 2019 to 30 June 2020.

 

Management

 

For

 

 

 

4b.

 

Vote on Equity for Members of the Board of Directors.

 

Management

 

For

 

 

 

4c.

 

Vote on Total Non-Performance-Related Compensation for Members of the Executive Committee from 1 July 2019 to 30 June 2020.

 

Management

 

For

 

 

 

4d.

 

Vote on Total Variable Compensation for Members of the Executive Committee for the current year 2019.

 

Management

 

For

 

 

 

4e.

 

Vote on Equity for Members of the Executive Committee.

 

Management

 

For

 

 

 

5a.

 

Re-election of Douglas Williams as member and election as Chairman of the Board of Directors.

 

Management

 

For

 

 

 

5b.

 

Re-election of Martin Velasco as member and election as Vice- Chairman of the Board of Directors.

 

Management

 

For

 

 

 

5c.

 

Re-election of Peter Bollmann as Members of the Board.

 

Management

 

For

 

 

 

5d.

 

Re-election of Friedrich von Bohlen as Members of the Board.

 

Management

 

For

 

 

 

5e.

 

Re-election of Andrea Pfeifer as Members of the Board.

 

Management

 

For

 

 

 

5f.

 

Re-election of Tom Graney as Members of the Board.

 

Management

 

For

 

 

 

5g.

 

Re-election of Werner Lanthaler as Members of the Board.

 

Management

 

For

 

 

 

5h.

 

Election of Roy Twyman as Members of the Board.

 

Management

 

For

 

 

 

6a.

 

Re-election of Tom Graney to the Compensation, Nomination & Corporate Governance Committee.

 

Management

 

For

 

 

 

6b.

 

Re-election of Martin Velasco to the Compensation, Nomination & Corporate Governance Committee.

 

Management

 

For

 

 

 

6c.

 

Re-election of Douglas Williams to the Compensation, Nomination & Corporate Governance Committee.

 

Management

 

For

 

 

 

7.

 

Election of the independent proxy Reymond & Associés, represented by Denis Cherpillod, avocat, Lausanne.

 

Management

 

For

 

 

 

8.

 

Re-election of the Auditors, PricewaterhouseCoopers SA, Pully.

 

Management

 

For

 

 

 

9.

 

Authorized Share Capital.

 

Management

 

For

 

 

 

10.

 

Conditional Capital Increase for Bonds and Similar Debt Instruments.

 

Management

 

For

 

 

 

11.

 

Conditional Capital Increase for Employee Benefit Plans.

 

Management

 

For

 

 

 

 

 

ACADIA HEALTHCARE COMPANY, INC.

 

Security

00404A109

Meeting Type

Annual

Ticker Symbol

ACHC

Meeting Date

02-May-2019

Record Date

11-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: William F. Grieco

 

Management

 

For

 

For

 

1.2

 

Election of Director: Reeve B. Waud

 

Management

 

For

 

For

 

2.

 

Advisory vote on the compensation of the Company’s named executive officers as presented in the Proxy Statement.

 

Management

 

For

 

For

 

3.

 

Advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers.

 

Management

 

1 Year

 

For

 

4.

 

Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

ACADIA PHARMACEUTICALS INC.

 

Security

004225108

Meeting Type

Annual

Ticker Symbol

ACAD

Meeting Date

26-Jun-2019

Record Date

29-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Laura Brege

 

 

 

For

 

For

 

 

 

2

Stephen Davis

 

 

 

For

 

For

 

2.

 

To approve an amendment to our 2010 Equity Incentive Plan, as amended, to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 8,300,000 shares.

 

Management

 

For

 

For

 

3.

 

To approve an amendment to our 2004 Employee Stock Purchase Plan, as amended, to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 600,000 shares.

 

Management

 

For

 

For

 

4.

 

To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement for the annual meeting.

 

Management

 

For

 

For

 

5.

 

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

 

ACCELERON PHARMA INC.

 

Security

00434H108

Meeting Type

Annual

Ticker Symbol

XLRN

Meeting Date

06-Jun-2019

Record Date

09-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class III Director: Tom Maniatis, Ph.D.

 

Management

 

For

 

For

 

1b.

 

Election of Class III Director: Richard F. Pops

 

Management

 

For

 

For

 

1c.

 

Election of Class III Director: Joseph S. Zakrzewski

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

 

Management

 

For

 

For

 

3.

 

To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

AERIE PHARMACEUTICALS, INC.

 

Security

00771V108

Meeting Type

Annual

Ticker Symbol

AERI

Meeting Date

23-May-2019

Record Date

26-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

G. D. Cagle, Ph.D.

 

 

 

For

 

For

 

 

 

2

R. Croarkin

 

 

 

For

 

For

 

2.

 

Ratification of the appointment 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 a non-binding vote, the compensation of our named executive officers (“say-on-pay”).

 

Management

 

For

 

For

 

 

AERPIO PHARMACEUTICALS, INC.

 

Security

00810B105

Meeting Type

Annual

Ticker Symbol

ARPO

Meeting Date

18-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Anupam Dalal

 

 

 

For

 

For

 

 

 

2

Pravin Dugel

 

 

 

For

 

For

 

 

 

3

Steven Prelack

 

 

 

For

 

For

 

2.

 

To ratify the appointment of Ernst & Young, LLP as Aerpio’s independent registered accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

 

AGIOS PHARMACEUTICALS, INC.

 

Security

00847X104

Meeting Type

Annual

Ticker Symbol

AGIO

Meeting Date

29-May-2019

Record Date

08-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jacqualyn A.Fouse, PhD

 

 

 

For

 

For

 

 

 

2

David Scadden, M.D.

 

 

 

For

 

For

 

 

 

3

David P. Schenkein, MD

 

 

 

For

 

For

 

2.

 

To vote, on an advisory basis, to approve named executive officer compensation.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

 

AKEBIA THERAPEUTICS, INC.

 

Security

00972D105

Meeting Type

Special

Ticker Symbol

AKBA

Meeting Date

11-Dec-2018

Record Date

22-Oct-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

To approve the issuance of shares of common stock, par value $0.00001 per share of Akebia Therapeutics, Inc. in connection with the merger of Alpha Therapeutics Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Akebia Therapeutics, Inc. (“Akebia”), with and into Keryx Biopharmaceuticals, Inc. (“Keryx”), as described in the Agreement and Plan of Merger.

 

Management

 

For

 

For

 

2

 

The Adjournment Proposal: To approve adjournments of the special meeting of stockholders from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Share Issuance Proposal if there are insufficient votes at the time of such adjournment to approve such proposal.

 

Management

 

For

 

For

 

 

 

AKEBIA THERAPEUTICS, INC.

 

Security

00972D105

Meeting Type

Annual

Ticker Symbol

AKBA

Meeting Date

06-Jun-2019

Record Date

12-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

John P. Butler

 

 

 

For

 

For

 

 

 

2

Michael T. Heffernan

 

 

 

For

 

For

 

 

 

3

Jodie P. Morrison

 

 

 

For

 

For

 

2.

 

Ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Approval of the Amended and Restated 2014 Employee Stock Purchase Plan.

 

Management

 

For

 

For

 

 

ALBIREO PHARMA INC.

 

Security

01345P106

Meeting Type

Annual

Ticker Symbol

ALBO

Meeting Date

14-Jun-2019

Record Date

17-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

David Chiswell, Ph.D.

 

 

 

For

 

For

 

 

 

2

Davey S. Scoon

 

 

 

For

 

For

 

2.

 

To approve the amendment to the Albireo Pharma, Inc. 2018 Equity Incentive Plan.

 

Management

 

For

 

For

 

3.

 

To ratify the appointment of Ernst & Young LLP as Albireo’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

 

ALEXION PHARMACEUTICALS, INC.

 

Security

015351109

Meeting Type

Annual

Ticker Symbol

ALXN

Meeting Date

14-May-2019

Record Date

15-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Felix J. Baker

 

 

 

For

 

For

 

 

 

2

David R. Brennan

 

 

 

For

 

For

 

 

 

3

Christopher J. Coughlin

 

 

 

For

 

For

 

 

 

4

Deborah Dunsire

 

 

 

For

 

For

 

 

 

5

Paul A. Friedman

 

 

 

For

 

For

 

 

 

6

Ludwig N. Hantson

 

 

 

For

 

For

 

 

 

7

John T. Mollen

 

 

 

For

 

For

 

 

 

8

Francois Nader

 

 

 

For

 

For

 

 

 

9

Judith A. Reinsdorf

 

 

 

For

 

For

 

 

 

10

Andreas Rummelt

 

 

 

For

 

For

 

2.

 

Ratification of appointment by the Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.

 

Management

 

For

 

For

 

3.

 

Approval of a non-binding advisory vote of the 2018 compensation paid to Alexion’s named executive officers.

 

Management

 

For

 

For

 

4.

 

Shareholder proposal requesting certain proxy access Bylaw amendments.

 

Shareholder

 

Against

 

For

 

 

 

ALIGN TECHNOLOGY, INC.

 

Security

016255101

Meeting Type

Annual

Ticker Symbol

ALGN

Meeting Date

15-May-2019

Record Date

20-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Kevin J. Dallas

 

Management

 

For

 

For

 

1b.

 

Election of Director: Joseph M. Hogan

 

Management

 

For

 

For

 

1c.

 

Election of Director: Joseph Lacob

 

Management

 

For

 

For

 

1d.

 

Election of Director: C. Raymond Larkin, Jr.

 

Management

 

For

 

For

 

1e.

 

Election of Director: George J. Morrow

 

Management

 

For

 

For

 

1f.

 

Election of Director: Thomas M. Prescott

 

Management

 

For

 

For

 

1g.

 

Election of Director: Andrea L. Saia

 

Management

 

For

 

For

 

1h.

 

Election of Director: Greg J. Santora

 

Management

 

For

 

For

 

1i.

 

Election of Director: Susan E. Siegel

 

Management

 

For

 

For

 

1j.

 

Election of Director: Warren S. Thaler

 

Management

 

For

 

For

 

2.

 

Ratification Of Appointment Of Independent Registered Public Accountants: Proposal to ratify the appointment of PricewaterhouseCoopers LLP as Align Technology, Inc.’s independent registered public accountants for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Advisory Vote To Approve Named Executive Officer Compensation.

 

Management

 

For

 

For

 

 

 

ALKERMES PLC

 

Security

G01767105

Meeting Type

Annual

Ticker Symbol

ALKS

Meeting Date

22-May-2019

Record Date

21-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

To elect as Class II director to serve for a three-year term: David W. Anstice AO

 

Management

 

For

 

For

 

1.2

 

To elect as Class II director to serve for a three-year term: Robert A. Breyer

 

Management

 

For

 

For

 

1.3

 

To elect as Class II director to serve for a three-year term: Wendy L. Dixon, Ph.D.

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory basis, the compensation of the Company’s named executive officers.

 

Management

 

For

 

For

 

3.

 

To ratify, on a non-binding, advisory basis, the appointment of PricewaterhouseCoopers LLP as the independent auditor and accounting firm of the Company, and to authorize, in a binding vote, the Audit and Risk Committee of the Board to set the independent auditor and accounting firm’s remuneration.

 

Management

 

For

 

For

 

4.

 

To approve the Alkermes plc 2018 Stock Option and Incentive Plan, as amended.

 

Management

 

For

 

For

 

 

ALLAKOS INC.

 

Security

01671P100

Meeting Type

Annual

Ticker Symbol

ALLK

Meeting Date

06-Jun-2019

Record Date

25-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Robert Alexander, Ph.D.

 

 

 

For

 

For

 

 

 

2

Steven P. James

 

 

 

For

 

For

 

2.

 

Ratification and approval of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

 

ALLERGAN PLC

 

Security

G0177J108

Meeting Type

Annual

Ticker Symbol

AGN

Meeting Date

01-May-2019

Record Date

05-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Nesli Basgoz, M.D.

 

Management

 

For

 

For

 

1b.

 

Election of Director: Joseph H. Boccuzi

 

Management

 

For

 

For

 

1c.

 

Election of Director: Christopher W. Bodine

 

Management

 

For

 

For

 

1d.

 

Election of Director: Adriane M. Brown

 

Management

 

For

 

For

 

1e.

 

Election of Director: Christopher J. Coughlin

 

Management

 

For

 

For

 

1f.

 

Election of Director: Carol Anthony (John) Davidson

 

Management

 

For

 

For

 

1g.

 

Election of Director: Thomas C. Freyman

 

Management

 

For

 

For

 

1h.

 

Election of Director: Michael E. Greenberg, PhD

 

Management

 

For

 

For

 

1i.

 

Election of Director: Robert J. Hugin

 

Management

 

For

 

For

 

1j.

 

Election of Director: Peter J. McDonnell, M.D.

 

Management

 

For

 

For

 

1k.

 

Election of Director: Brenton L. Saunders

 

Management

 

For

 

For

 

2.

 

To approve, in a non-binding vote, Named Executive Officer compensation.

 

Management

 

For

 

For

 

3.

 

To ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending December 31, 2019 and to authorize, in a binding vote, the Board of Directors, acting through its Audit and Compliance Committee, to determine PricewaterhouseCoopers LLP’s remuneration.

 

Management

 

For

 

For

 

4.

 

To renew the authority of the directors of the Company (the “Directors”) to issue shares.

 

Management

 

For

 

For

 

5a.

 

To renew the authority of the Directors to issue shares for cash without first offering shares to existing shareholders.

 

Management

 

For

 

For

 

5b.

 

To authorize the Directors to allot new shares up to an additional 5% for cash in connection with an acquisition or other capital investment.

 

Management

 

For

 

For

 

6.

 

To consider a shareholder proposal requiring an independent Board Chairman (immediate change), if properly presented at the meeting.

 

Shareholder

 

For

 

Against

 

 

 

ALLIQUA BIOMEDICAL, INC.

 

Security

019621309

Meeting Type

Special

Ticker Symbol

ALQA

Meeting Date

08-Mar-2019

Record Date

22-Jan-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

A proposal to approve the Merger, the Merger Agreement, the issuance of the Company’s common stock pursuant to the Merger Agreement and transactions contemplated by the Merger, as well as the resulting “change of control” of the Company under Nasdaq rules (the “Merger Proposal”).

 

Management

 

For

 

For

 

2.

 

A proposal to amend the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s common stock (the “Reverse Stock Split Proposal”).

 

Management

 

For

 

For

 

3.

 

A proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Merger Proposal and the Reverse Stock Split Proposal (the “Adjournment Proposal”).

 

Management

 

For

 

For

 

 

ALNYLAM PHARMACEUTICALS, INC.

 

Security

02043Q107

Meeting Type

Annual

Ticker Symbol

ALNY

Meeting Date

25-Apr-2019

Record Date

01-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class III Director: Margaret A. Hamburg, M.D.

 

Management

 

For

 

For

 

1b.

 

Election of Class III Director: Steven M. Paul, M.D.

 

Management

 

For

 

For

 

1c.

 

Election of Class III Director: Colleen F. Reitan

 

Management

 

For

 

For

 

1d.

 

Election of Class III Director: Amy W. Schulman

 

Management

 

For

 

For

 

2.

 

To approve an Amendment to our Restated Certificate of Incorporation to permit the holders of at least a majority of our common stock to call special meetings of the stockholders.

 

Management

 

For

 

For

 

3.

 

To approve an Amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock thereunder.

 

Management

 

For

 

For

 

4.

 

To approve an Amendment to our 2018 Stock Incentive Plan.

 

Management

 

For

 

For

 

5.

 

To approve, in a non-binding advisory vote, the compensation of Alnylam’s named executive officers.

 

Management

 

For

 

For

 

6.

 

To ratify the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as Alnylam’s independent auditors for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

 

ALTERG, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

4-Sep-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Coversion of All Outstanding Preferred Stock

 

Management

 

For

 

For

 

2

 

Reverse Stock Split and Certificate of Incorporation

 

Management

 

For

 

For

 

3

 

Series D Financing

 

Management

 

For

 

For

 

4

 

Waiver of Preemptive Right and Notice

 

Management

 

For

 

For

 

5

 

Increase of 2007 Stock Option Plan

 

Management

 

For

 

For

 

6

 

Board of Directors

 

Management

 

For

 

For

 

7

 

Omnibus Resolutions

 

Management

 

For

 

For

 

 

AMARIN CORPORATION PLC

 

Security

023111206

Meeting Type

Annual

Ticker Symbol

AMRN

Meeting Date

20-May-2019

Record Date

11-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To re-elect Mr. Jan van Heek as a director.

 

Management

 

For

 

For

 

2.

 

To re-elect Ms. Kristine Peterson as a director.

 

Management

 

For

 

For

 

3.

 

To hold an advisory (non-binding) vote to approve the compensation of the Company’s “named executive officers” as described in full in the “Executive Compensation Discussion and Analysis” section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure on pages 25 to 55 of the accompanying Proxy Statement.

 

Management

 

For

 

For

 

4.

 

To appoint Ernst & Young LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and to authorize the Audit Committee of the Board of Directors of the Company to fix the auditors’ remuneration as described in full on pages 9 to 10 of the accompanying Proxy Statement.

 

Management

 

For

 

For

 

5.

 

To generally and unconditionally reauthorize the Board of Directors of the Company to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares of the Company up to an aggregate nominal amount of GBP 148,000,000 (being the aggregate nominal amount of GBP 125,000,000 in respect of ordinary shares and GBP 23,000,000 in respect of preference shares) as described in full on pages 11 to 12 of the accompanying Proxy Statement.

 

Management

 

For

 

For

 

6.

 

To, subject to the passing of Resolution No. 5, disapply statutory pre-emption rights otherwise applicable to shares in the Company allotted by the Board of Directors, up to an aggregate nominal amount of GBP 148,000,000 (being the aggregate nominal amount of GBP 125,000,000 in respect of ordinary shares and GBP 23,000,000 in respect of preference shares) as described in full on pages 13 to 14 of the accompanying Proxy Statement.

 

Management

 

For

 

For

 

 

 

AMGEN INC.

 

Security

031162100

Meeting Type

Annual

Ticker Symbol

AMGN

Meeting Date

21-May-2019

Record Date

22-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Dr. Wanda M. Austin

 

Management

 

For

 

For

 

1b.

 

Election of Director: Mr. Robert A. Bradway

 

Management

 

For

 

For

 

1c.

 

Election of Director: Dr. Brian J. Druker

 

Management

 

For

 

For

 

1d.

 

Election of Director: Mr. Robert A. Eckert

 

Management

 

For

 

For

 

1e.

 

Election of Director: Mr. Greg C. Garland

 

Management

 

For

 

For

 

1f.

 

Election of Director: Mr. Fred Hassan

 

Management

 

For

 

For

 

1g.

 

Election of Director: Dr. Rebecca M. Henderson

 

Management

 

For

 

For

 

1h.

 

Election of Director: Mr. Charles M. Holley, Jr.

 

Management

 

For

 

For

 

1i.

 

Election of Director: Dr. Tyler Jacks

 

Management

 

For

 

For

 

1j.

 

Election of Director: Ms. Ellen J. Kullman

 

Management

 

For

 

For

 

1k.

 

Election of Director: Dr. Ronald D. Sugar

 

Management

 

For

 

For

 

1l.

 

Election of Director: Dr. R. Sanders Williams

 

Management

 

For

 

For

 

2.

 

Advisory vote to approve our executive compensation.

 

Management

 

For

 

For

 

3.

 

To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

AMICUS THERAPEUTICS, INC.

 

Security

03152W109

Meeting Type

Annual

Ticker Symbol

FOLD

Meeting Date

27-Jun-2019

Record Date

29-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

John F. Crowley

 

 

 

For

 

For

 

 

 

2

Margaret G. McGlynn

 

 

 

For

 

For

 

 

 

3

Michael G. Raab

 

 

 

For

 

For

 

 

 

4

Glenn P. Sblendorio

 

 

 

For

 

For

 

2.

 

Approval of the Amended and Restated 2007 Equity Incentive Plan to add 7,000,000 shares to the equity pool.

 

Management

 

For

 

For

 

3.

 

Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

4.

 

Approval, on an advisory basis, the Company’s executive compensation.

 

Management

 

For

 

For

 

 

AMPHIVENA THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

7-Dec-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of Amended and Restated Certificate of Incorportion; Reverse Stock Split

 

Management

 

For

 

For

 

2

 

Approval of Amendment to 2013 Stock Incentive Plan

 

Management

 

For

 

For

 

3

 

Approval of Increase in Board Size

 

Management

 

For

 

For

 

4

 

Amended and Restated Bylaws

 

Management

 

For

 

For

 

5

 

Waiver of Right of First Offer

 

Management

 

For

 

For

 

6

 

Omnibus Resolutions

 

Management

 

For

 

For

 

 

AMPHIVENA THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

7-Dec-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Election of Series C Directors

 

Management

 

For

 

For

 

 

 

AMPHIVENA THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

28-May-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of Certificate of Amendment to Amended and Restated Certificate of Incorporation

 

Management

 

For

 

For

 

2

 

Omnibus Resolutions

 

Management

 

For

 

For

 

 

ANAPTYSBIO INC

 

Security

032724106

Meeting Type

Annual

Ticker Symbol

ANAB

Meeting Date

11-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Hamza Suria

 

 

 

For

 

For

 

 

 

2

J. Anthony Ware

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

Non-binding advisory vote on compensation of our named executive officers.

 

Management

 

For

 

For

 

4.

 

Non-binding advisory vote on the frequency of holding future advisory votes regarding named executive officer compensation.

 

Management

 

1 Year

 

For

 

 

ANTHEM, INC.

 

Security

036752103

Meeting Type

Annual

Ticker Symbol

ANTM

Meeting Date

15-May-2019

Record Date

08-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director Nominee: Bahija Jallal

 

Management

 

For

 

For

 

1.2

 

Election of Director Nominee: Elizabeth E. Tallett

 

Management

 

For

 

For

 

2.

 

To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2019.

 

Management

 

For

 

For

 

3.

 

Advisory vote to approve the compensation of our named executive officers.

 

Management

 

For

 

For

 

4.

 

To approve proposed amendments to our Articles of Incorporation to eliminate the classified board structure when permitted under our contractual obligations with the Blue Cross and Blue Shield Association.

 

Management

 

For

 

For

 

5.

 

Shareholder proposal to elect each director annually.

 

Shareholder

 

For

 

 

 

 

 

ARENA PHARMACEUTICALS, INC.

 

Security

040047607

Meeting Type

Annual

Ticker Symbol

ARNA

Meeting Date

13-Jun-2019

Record Date

24-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jayson Dallas, M.D.

 

 

 

For

 

For

 

 

 

2

Oliver Fetzer, Ph.D.

 

 

 

For

 

For

 

 

 

3

Kieran T. Gallahue

 

 

 

For

 

For

 

 

 

4

Jennifer Jarrett

 

 

 

For

 

For

 

 

 

5

Amit D. Munshi

 

 

 

For

 

For

 

 

 

6

Garry A. Neil, M.D.

 

 

 

For

 

For

 

 

 

7

Tina S. Nova, Ph.D.

 

 

 

For

 

For

 

 

 

8

Manmeet S. Soni

 

 

 

For

 

For

 

 

 

9

Randall E. Woods

 

 

 

For

 

For

 

2.

 

To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement accompanying this notice.

 

Management

 

For

 

For

 

3.

 

To approve an amendment and restatement of the Arena Pharmaceuticals, Inc. Amended and Restated 2017 Long-Term Incentive Plan to, among other things, increase the number of shares authorized for issuance under the Amended and Restated 2017 Long-Term Incentive Plan.

 

Management

 

For

 

For

 

4.

 

To approve the Arena Pharmaceuticals, Inc. 2019 Employee Stock Purchase Plan.

 

Management

 

For

 

For

 

5.

 

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

 

Management

 

For

 

For

 

 

ARGENX SE

 

Security

04016X101

Meeting Type

Annual

Ticker Symbol

ARGX

Meeting Date

07-May-2019

Record Date

08-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

4b

 

Adoption of the 2018 annual accounts

 

Management

 

For

 

For

 

4d

 

Allocation of losses of the Company in the financial year 2018 to the retained earnings of the Company

 

Management

 

For

 

For

 

4e

 

Proposal to release the members of the board of directors from liability for their respective duties carried out in the financial year 2018

 

Management

 

For

 

For

 

5

 

Re-appointment of Donald deBethizy as non-executive director to the board of directors of the Company

 

Management

 

For

 

For

 

6

 

Approval of the amended argenx option plan

 

Management

 

For

 

For

 

7

 

Authorization of the board of directors to grant options (rights to subscribe for shares) pursuant to, and within the limits of, the argenx option plan, for a period of 18 months from the annual general meeting

 

Management

 

Against

 

Against

 

8

 

Authorization of the board of directors to issue shares in the share capital of the Company up to a maximum of 20% of the outstanding capital at the date of the general meeting, for a period of 18 months from the annual general meeting

 

Management

 

Against

 

Against

 

9

 

Authorization of the board of directors to limit or exclude pre-emptive rights regarding an issuance of new shares or grant rights to subscribe for shares pursuant to the authorization referred to under 7. and 8. above for a period of 18 months from the annual general meeting

 

Management

 

Against

 

Against

 

10

 

Appointment of Deloitte Accountants B.V. as statutory auditor for the 2019 financial year

 

Management

 

For

 

For

 

 

 

ARQULE, INC.

 

Security

04269E107

Meeting Type

Annual

Ticker Symbol

ARQL

Meeting Date

14-May-2019

Record Date

20-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Susan L. Kelley, M.D.

 

 

 

For

 

For

 

 

 

2

Michael D. Loberg Ph.D.

 

 

 

For

 

For

 

2.

 

To approve an amendment to our 2014 Equity Incentives Plan to increase the number of shares of our Common Stock available for issuance pursuant to future awards made under the plan by 2,750,000.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

4.

 

To approve, by non-binding vote, the compensation of our named executive officers.

 

Management

 

For

 

For

 

 

ARRAY BIOPHARMA INC.

 

Security

04269X105

Meeting Type

Annual

Ticker Symbol

ARRY

Meeting Date

25-Oct-2018

Record Date

29-Aug-201 8

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class III director: Charles M. Baum, M.D., Ph.D.

 

Management

 

For

 

For

 

1b.

 

Election of Class III director: Gwen Fyfe, M.D.

 

Management

 

For

 

For

 

2.

 

Amendment of our Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 280,000,000 to 340,000,000.

 

Management

 

For

 

For

 

3.

 

Advisory vote to approve the compensation of our named executive officers as disclosed in the accompanying Proxy Statement.

 

Management

 

For

 

For

 

4.

 

Ratification of the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending June 30, 2019.

 

Management

 

For

 

For

 

 

 

ASCENDIS PHARMA A S

 

Security

04351P101

Meeting Type

Special

Ticker Symbol

ASND

Meeting Date

02-Nov-2018

Record Date

03-Oct-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Election of Chairman of the Meeting: Anders Carstensen

 

Management

 

For

 

For

 

2.

 

Election of new Board Member: Lars Holtug

 

Management

 

For

 

For

 

3.

 

Authorisation of the Chairman of the Meeting

 

Management

 

For

 

For

 

 

ASCENDIS PHARMA A S

 

Security

04351 P101

Meeting Type

Annual

Ticker Symbol

ASND

Meeting Date

29-May-2019

Record Date

24-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Election of Chairman of the Meeting

 

Management

 

For

 

For

 

2.

 

Report on the Company’s Activities during the Past Year

 

Management

 

For

 

For

 

3.

 

Presentation of Audited Annual Report with Auditor’s Statement for Approval and Discharge of the Board of Directors and Management

 

Management

 

For

 

For

 

4.

 

Resolution on Application of Profits or Covering of Losses as per the Adopted Annual Report

 

Management

 

For

 

For

 

5a.

 

Election of Board Member Class I, with a term expiring at the annual general meeting to be held in 2021: James I. Healy

 

Management

 

For

 

For

 

5b.

 

Election of Board Member Class I, with a term expiring at the annual general meeting to be held in 2021: Jan Moller Mikkelsen

 

Management

 

For

 

For

 

5c.

 

Election of Board Member Class I, with a term expiring at the annual general meeting to be held in 2021: Lisa Morrison

 

Management

 

For

 

For

 

5d.

 

Election of Board Member Class I, with a term expiring at Management the annual general meeting to be held in 2021: Michael Wolff Jensen

 

Management

 

For

 

For

 

6.

 

Election of State-authorized Public Auditor

 

Management

 

For

 

For

 

7A.

 

The Board of Directors proposes to amend the Articles of Association by renewing the existing authorization in article 4d(1) that authorize to the Board of Directors to increase the company’s share capital at one or more times by up to nominal 9,000,000 with pre-emptive subscription rights for the company’s shareholders.

 

Management

 

For

 

For

 

7B.

 

The Board of Directors proposes to amend the Articles of Association by renewing and amending the existing authorization in article 4d(2) that authorize the Board of Directors to increase the company’s share capital at one or more times by up to nominal 9,000,000 without pre- emptive subscription rights for the company’s shareholders.

 

Management

 

For

 

For

 

7C.

 

The Board of Directors proposes to amend the Articles of Association by renewing and amending the existing authorization in article 4e that authorize the Board of Directors to issue convertible bonds which gives the right to subscribe for shares in the Company by a nominal value at up to 9,000,000.

 

Management

 

For

 

For

 

 

 

ATHENEX, INC.

 

Security

04685N103

Meeting Type

Annual

Ticker Symbol

ATNX

Meeting Date

11-Jun-2019

Record Date

15-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Kim Campbell

 

 

 

For

 

For

 

 

 

2

Manson Fok

 

 

 

For

 

For

 

 

 

3

John M. Vierling, M.D.

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

 

ATRECA, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

5-Jun-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Amendment and Restatement of Certificate of Incorporation Effective Upon Closing of IPO

 

Management

 

For

 

For

 

2

 

Amendment and Restatement of Bylaws Effective Upon Closing of IPO

 

Management

 

For

 

For

 

3

 

Approval of Form of Indemnity Agreement

 

Management

 

For

 

For

 

4

 

Approval of 2019 Equity Incentive Plan

 

Management

 

For

 

For

 

5

 

Approval of 2019 Employee Stock Purchase Plan

 

Management

 

For

 

For

 

6

 

Additional Filings

 

Management

 

For

 

For

 

7

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

ATRECA, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

5-Jun-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of Reverse Stock Split

 

Management

 

For

 

For

 

2

 

Amendment and Restatement of Certificate of Incorporation to Effect Reverse Stock Split and Authorized Shares Increase

 

Management

 

For

 

For

 

3

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

 

ATRECA, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

5-Jun-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Waiver of Registration Rights

 

Management

 

For

 

For

 

2

 

Automatic Conversion of Preferred Stock

 

Management

 

For

 

For

 

 

AUDENTES THERAPEUTICS, INC

 

Security

05070R104

Meeting Type

Annual

Ticker Symbol

BOLD

Meeting Date

07-Jun-2019

Record Date

15-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Scott Morrison

 

 

 

For

 

For

 

 

 

2

Matthew Patterson

 

 

 

For

 

For

 

 

 

3

Julie Anne Smith

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

To approve a non-binding advisory vote on the compensation of our named executive officers.

 

Management

 

For

 

For

 

4.

 

To determine by a non-binding advisory vote on whether future non-binding advisory votes on the compensation of our named executive officers should be held every one, two or three years.

 

Management

 

1 Year

 

For

 

 

 

BAXTER INTERNATIONAL INC.

 

Security

071813109

Meeting Type

Annual

Ticker Symbol

BAX

Meeting Date

07-May-2019

Record Date

14-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: José (Joe) E. Almeida

 

Management

 

For

 

For

 

1b.

 

Election of Director: Thomas F. Chen

 

Management

 

For

 

For

 

1c.

 

Election of Director: John D. Forsyth

 

Management

 

For

 

For

 

1d.

 

Election of Director: James R. Gavin III

 

Management

 

For

 

For

 

1e.

 

Election of Director: Peter S. Hellman

 

Management

 

For

 

For

 

1f.

 

Election of Director: Michael F. Mahoney

 

Management

 

For

 

For

 

1g.

 

Election of Director: Patricia B. Morrison

 

Management

 

For

 

For

 

1h.

 

Election of Director: Stephen N. Oesterle

 

Management

 

For

 

For

 

1i.

 

Election of Director: Cathy R. Smith

 

Management

 

For

 

For

 

1j.

 

Election of Director: Thomas T. Stallkamp

 

Management

 

For

 

For

 

1k.

 

Election of Director: Albert P.L. Stroucken

 

Management

 

For

 

For

 

1l.

 

Election of Director: Amy A. Wendell

 

Management

 

For

 

For

 

2.

 

Advisory Vote to Approve Named Executive Officer Compensation

 

Management

 

For

 

For

 

3.

 

Ratification of Appointment of Independent Registered Public Accounting Firm

 

Management

 

For

 

For

 

4.

 

Stockholder Proposal - Independent Board Chairman

 

Shareholder

 

For

 

Against

 

5.

 

Stockholder Proposal- Right to Act by Written Consent

 

Shareholder

 

Against

 

For

 

 

 

BECTON, DICKINSON AND COMPANY

 

Security

075887109

Meeting Type

Annual

Ticker Symbol

BDX

Meeting Date

22-Jan-2019

Record Date

07-Dec-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Catherine M. Burzik

 

Management

 

For

 

For

 

1b.

 

Election of Director: R. Andrew Eckert

 

Management

 

For

 

For

 

1c.

 

Election of Director: Vincent A. Forlenza

 

Management

 

For

 

For

 

1d.

 

Election of Director: Claire M. Fraser

 

Management

 

For

 

For

 

1e.

 

Election of Director: Jeffrey W. Henderson

 

Management

 

For

 

For

 

1f.

 

Election of Director: Christopher Jones

 

Management

 

For

 

For

 

1g.

 

Election of Director: Marshall O. Larsen

 

Management

 

For

 

For

 

1h.

 

Election of Director: David F. Melcher

 

Management

 

For

 

For

 

1i.

 

Election of Director: Claire Pomeroy

 

Management

 

For

 

For

 

1j.

 

Election of Director: Rebecca W. Rimel

 

Management

 

For

 

For

 

1k.

 

Election of Director: Timothy M. Ring

 

Management

 

For

 

For

 

1l.

 

Election of Director: Bertram L. Scott

 

Management

 

For

 

For

 

2.

 

Ratification of selection of independent registered public accounting firm.

 

Management

 

For

 

For

 

3.

 

Advisory vote to approve named executive officer compensation.

 

Management

 

For

 

For

 

4.

 

Amendment to BD’s Restated Certificate of Incorporation.

 

Management

 

For

 

For

 

 

BEIGENE LTD

 

Security

07725L102

Meeting Type

Special

Ticker Symbol

BGNE

Meeting Date

07-Dec-2018

Record Date

25-Oct-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

S1

 

THAT the adoption of the official Chinese company name for BeiGene, Ltd. be and is hereby approved and adopted. Please see enclosed Company materials for full proposal.

 

Management

 

For

 

For

 

S2

 

THAT the Fifth Amended and Restated Memorandum and Articles of Association of the Company be and are hereby approved and adopted.

 

Management

 

For

 

For

 

O3

 

THAT the granting of a share issue mandate to the Board of Directors of the Company to issue, allot or deal with unissued ordinary shares and/or American Depositary Shares not exceeding 20% of the total number of issued ordinary shares of the Company as at the date of passing of this ordinary resolution ...(see enclosed Company materials for full proposal).

 

Management

 

For

 

For

 

O4

 

THAT the Company and its underwriters be and are hereby authorized, at their sole discretion, to allocate to each of Baker Bros. Advisors LP and Hillhouse Capital Management, Ltd. and parties affiliated with each of them (the “Existing Shareholders”), up to a maximum amount of shares in order to ...(see enclosed Company materials for full proposal).

 

Management

 

For

 

For

 

O5

 

THAT the BeiGene, Ltd. Second Amended and Restated 2016 Share Option and Incentive Plan be and is hereby approved and adopted.

 

Management

 

For

 

For

 

O6

 

THAT the BeiGene, Ltd. Second Amended and Restated 2018 Employee Share Purchase Plan be and is hereby approved and adopted.

 

Management

 

For

 

For

 

 

 

BEIGENE LTD

 

Security

07725L102

Meeting Type

Annual

Ticker Symbol

BGNE

Meeting Date

05-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

THAT Ranjeev Krishana be and is hereby re-elected to serve as a Class III director of the Company until the 2022 annual general meeting of the shareholders of the Company and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

 

Management

 

For

 

For

 

2.

 

THAT Xiaodong Wang be and is hereby re-elected to serve as a Class III director of the Company until the 2022 annual general meeting of the shareholders of the Company and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

 

Management

 

For

 

For

 

3.

 

THAT Qingqing Yi be and is hereby re-elected to serve as a Class III director of the Company until the 2022 annual general meeting of the shareholders of the Company and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

 

Management

 

For

 

For

 

4.

 

THAT Jing-Shyh (Sam) Su be and is hereby re-elected to serve as a Class I director of the Company until the 2020 annual general meeting of the shareholders of the Company and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

 

Management

 

For

 

For

 

5.

 

THAT the appointment of Ernst & Young Hua Ming LLP and Ernst & Young as the Company’s independent registered public accounting firms for the year ending December 31, 2019 be and is hereby approved, ratified and confirmed.

 

Management

 

For

 

For

 

6.

 

THAT the granting of a share issue mandate to the Board of Directors of the Company to issue, allot or deal with unissued ordinary shares and/or American Depositary Shares not exceeding 20% of the total number of issued ordinary shares of the Company as at the date of passing of this ordinary resolution up to the next annual general meeting of the Company be and is hereby approved.

 

Management

 

For

 

For

 

7.

 

THAT the Company and its underwriters be and are hereby authorized, in their sole discretion, to allocate to each of Baker Bros. Advisors LP and Hillhouse Capital Management, Ltd. and parties affiliated with each of them (the “Existing Shareholders”), up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

8.

 

THAT, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, be and is hereby approved.

 

Management

 

For

 

For

 

 

 

BIOCLIN THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

4-Sep-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Director Election

 

Management

 

For

 

For

 

2

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

BIOCLIN THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

4-Sep-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Director Removal

 

Management

 

For

 

For

 

2

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

BIOCLIN THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

1-Nov-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Amendment of Certificate of Incorporation

 

Management

 

For

 

For

 

2

 

Amendment and Restatement of 2013 Stock Option and Grant Plan

 

Management

 

For

 

For

 

3

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

BIOGEN INC.

 

Security

09062X103

Meeting Type

Annual

Ticker Symbol

BIIB

Meeting Date

19-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: John R. Chiminski

 

Management

 

For

 

For

 

1b.

 

Election of Director: Alexander J. Denner

 

Management

 

For

 

For

 

1c.

 

Election of Director: Caroline D. Dorsa

 

Management

 

For

 

For

 

1d.

 

Election of Director: William A. Hawkins

 

Management

 

For

 

For

 

1e.

 

Election of Director: Nancy L. Leaming

 

Management

 

For

 

For

 

1f.

 

Election of Director: Jesus B. Mantas

 

Management

 

For

 

For

 

1g.

 

Election of Director: Richard C. Mulligan

 

Management

 

For

 

For

 

1h.

 

Election of Director: Robert W. Pangia

 

Management

 

For

 

For

 

1i.

 

Election of Director: Stelios Papadopoulos

 

Management

 

For

 

For

 

1j.

 

Election of Director: Brian S. Posner

 

Management

 

For

 

For

 

1k.

 

Election of Director: Eric K. Rowinsky

 

Management

 

For

 

For

 

1l.

 

Election of Director: Lynn Schenk

 

Management

 

For

 

For

 

1m.

 

Election of Director: Stephen A. Sherwin

 

Management

 

For

 

For

 

1n.

 

Election of Director: Michel Vounatsos

 

Management

 

For

 

For

 

2.

 

To ratify the selection of PricewaterhouseCoopers LLP as Biogen Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Say on Pay - To approve an advisory vote on executive compensation.

 

Management

 

For

 

For

 

 

 

BIOMARIN PHARMACEUTICAL INC.

 

Security

09061G101

Meeting Type

Annual

Ticker Symbol

BMRN

Meeting Date

04-Jun-2019

Record Date

08-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jean-Jacques Bienaimé

 

 

 

For

 

For

 

 

 

2

Willard Dere

 

 

 

For

 

For

 

 

 

3

Michael Grey

 

 

 

For

 

For

 

 

 

4

Elaine J. Heron

 

 

 

For

 

For

 

 

 

5

Robert J. Hombach

 

 

 

For

 

For

 

 

 

6

V. Bryan Lawlis

 

 

 

For

 

For

 

 

 

7

Alan J. Lewis

 

 

 

For

 

For

 

 

 

8

Richard A. Meier

 

 

 

For

 

For

 

 

 

9

David E.I. Pyott

 

 

 

For

 

For

 

 

 

10

Dennis J. Slamon

 

 

 

For

 

For

 

2.

 

To ratify the selection of KPMG LLP as the independent registered public accounting firm for BioMarin 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 an amendment to the 2017 Equity Incentive Plan.

 

Management

 

For

 

For

 

5.

 

To approve amendments to the Amended and Restated 2006 Employee Stock Purchase Plan.

 

Management

 

For

 

For

 

 

BLUEBIRD BIO, INC.

 

Security

09609G100

Meeting Type

Annual

Ticker Symbol

BLUE

Meeting Date

06-Jun-2019

Record Date

15-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class III Director: Wendy L. Dixon, Ph.D.

 

Management

 

For

 

For

 

1b.

 

Election of Class III Director: David P. Schenkein, M.D.

 

Management

 

For

 

For

 

2.

 

To hold a non-binding advisory vote on the compensation paid to the Company’s named executive officers.

 

Management

 

For

 

For

 

3.

 

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

 

BLUEPRINT MEDICINES CORPORATION

 

Security

09627Y109

Meeting Type

Annual

Ticker Symbol

BPMC

Meeting Date

18-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jeffrey W. Albers

 

 

 

For

 

For

 

 

 

2

Mark Goldberg, M.D.

 

 

 

For

 

For

 

 

 

3

Nicholas Lydon, Ph.D.

 

 

 

For

 

For

 

2.

 

To approve an advisory vote on named executive officer compensation.

 

 

 

For

 

For

 

3.

 

Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ended December 31, 2019.

 

Management

 

For

 

For

 

 

BOSTON SCIENTIFIC CORPORATION

 

Security

101137107

Meeting Type

Annual

Ticker Symbol

BSX

Meeting Date

09-May-2019

Record Date

15-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Nelda J. Connors

 

Management

 

For

 

For

 

1b.

 

Election of Director: Charles J. Dockendorff

 

Management

 

For

 

For

 

1c.

 

Election of Director: Yoshiaki Fujimori

 

Management

 

For

 

For

 

1d.

 

Election of Director: Donna A. James

 

Management

 

For

 

For

 

1e.

 

Election of Director: Edward J. Ludwig

 

Management

 

For

 

For

 

1f.

 

Election of Director: Stephen P. MacMillan

 

Management

 

For

 

For

 

1g.

 

Election of Director: Michael F. Mahoney

 

Management

 

For

 

For

 

1h.

 

Election of Director: David J. Roux

 

Management

 

For

 

For

 

1i.

 

Election of Director: John E. Sununu

 

Management

 

For

 

For

 

1j.

 

Election of Director: Ellen M. Zane

 

Management

 

For

 

For

 

2.

 

To approve, on a non-binding, advisory basis, named executive officer compensation.

 

Management

 

For

 

For

 

3.

 

To approve an amendment and restatement of our By- Laws to provide for a majority vote standard in uncontested director elections.

 

Management

 

For

 

For

 

4.

 

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2019 fiscal year.

 

Management

 

For

 

For

 

 

BRISTOL-MYERS SQUIBB COMPANY

 

Security

110122108

Meeting Type

Contested-Special

Ticker Symbol

BMY

Meeting Date

12-Apr-2019

Record Date

01-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Stock Issuance Proposal: To approve the issuance of shares of Bristol-Myers Squibb Company common stock to stockholders of Celgene Corporation in the merger between Celgene Corporation and Burgundy Merger Sub, Inc., a wholly-owned subsidiary of Bristol-Myers Squibb Company, pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of January 2, 2019, as it may be amended from time to time, among Bristol-Myers Squibb Company, Burgundy Merger Sub, Inc. and Celgene Corporation.

 

Management

 

For

 

For

 

2.

 

Adjournment Proposal: To approve the adjournment from time to time of the special meeting of the stockholders of Bristol- Myers Squibb Company if necessary to solicit additional proxies if there are not sufficient votes at the time of the special meeting, or any adjournment or postponement thereof, to approve the Stock Issuance Proposal.

 

Management

 

For

 

For

 

 

 

BRISTOL-MYERS SQUIBB COMPANY

 

Security

110122108

Meeting Type

Annual

Ticker Symbol

BMY

Meeting Date

29-May-2019

Record Date

30-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Peter J. Arduini

 

Management

 

For

 

For

 

1B.

 

Election of Director: Robert Bertolini

 

Management

 

For

 

For

 

1C.

 

Election of Director: Giovanni Caforio, M.D.

 

Management

 

For

 

For

 

1D.

 

Election of Director: Matthew W. Emmens

 

Management

 

For

 

For

 

1E.

 

Election of Director: Michael Grobstein

 

Management

 

For

 

For

 

1F.

 

Election of Director: Alan J. Lacy

 

Management

 

For

 

For

 

1G.

 

Election of Director: Dinesh C. Paliwal

 

Management

 

For

 

For

 

1H.

 

Election of Director: Theodore R. Samuels

 

Management

 

For

 

For

 

1I.

 

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

 

Management

 

For

 

For

 

1J.

 

Election of Director: Gerald L. Storch

 

Management

 

For

 

For

 

1K.

 

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

 

Management

 

For

 

For

 

2.

 

Advisory vote to approve the compensation of our Named Executive Officers

 

Management

 

For

 

For

 

3.

 

Ratification of the appointment of an independent registered public accounting firm

 

Management

 

For

 

For

 

4.

 

Shareholder Proposal on Right to Act by Written Consent

 

Shareholder

 

Against

 

For

 

 

CELGENE CORPORATION

 

Security

151020104

Meeting Type

Special

Ticker Symbol

CELG

Meeting Date

12-Apr-2019

Record Date

01-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adoption of the Agreement and Plan of Merger, dated as of January 2, 2019, as it may be amended from time to time (the merger agreement), among Bristol-Myers Squibb Company, a Delaware corporation (Bristol-Myers Squibb), Burgundy Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Bristol-Myers Squibb, and Celgene Corporation (Celgene), pursuant to which Burgundy Merger Sub, Inc. will be merged with and into Celgene (the merger).

 

Management

 

For

 

For

 

2.

 

Approval of the adjournment from time to time of the special meeting of the stockholders of Celgene (the Celgene special meeting) if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Celgene special meeting or any adjournment or postponement thereof.

 

Management

 

For

 

For

 

3.

 

Approval, on an advisory (non-binding) basis, of the compensation that will or may be paid or provided by Celgene to its named executive officers in connection with the merger.

 

Management

 

For

 

For

 

 

CENTENE CORPORATION

 

Security

15135B101

Meeting Type

Special

Ticker Symbol

CNC

Meeting Date

28-Jan-2019

Record Date

24-Dec-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approval of an Amendment to the Company’s Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock.

 

Management

 

For

 

For

 

 

 

CENTENE CORPORATION

 

Security

15135B101

Meeting Type

Annual

Ticker Symbol

CNC

Meeting Date

23-Apr-2019

Record Date

22-Feb-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Orlando Ayala

 

Management

 

For

 

For

 

1B.

 

Election of Director: John R. Roberts

 

Management

 

For

 

For

 

1C.

 

Election of Director: Tommy G. Thompson

 

Management

 

For

 

For

 

2.

 

ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

 

Management

 

For

 

For

 

3.

 

RATIFICATION OF APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.

 

Management

 

For

 

For

 

4.

 

THE STOCKHOLDER PROPOSAL REQUESTING POLITICAL SPENDING DISCLOSURES AS DESCRIBED IN THE PROXY STATEMENT.

 

Shareholder

 

Against

 

For

 

 

CIGNA CORPORATION

 

Security

125523100

Meeting Type

Annual

Ticker Symbol

CI

Meeting Date

24-Apr-2019

Record Date

25-Feb-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: David M. Cordani

 

Management

 

For

 

For

 

1b.

 

Election of Director: William J. DeLaney

 

Management

 

For

 

For

 

1c.

 

Election of Director: Eric J. Foss

 

Management

 

For

 

For

 

1d.

 

Election of Director: Elder Granger, MD, MG, USA

 

Management

 

For

 

For

 

1e.

 

Election of Director: Isaiah Harris, Jr.

 

Management

 

For

 

For

 

1f.

 

Election of Director: Roman Martinez IV

 

Management

 

For

 

For

 

1g.

 

Election of Director: Kathleen M. Mazzarella

 

Management

 

For

 

For

 

1h.

 

Election of Director: Mark B. McClellan, MD, PhD

 

Management

 

For

 

For

 

1i.

 

Election of Director: John M. Partridge

 

Management

 

For

 

For

 

1j.

 

Election of Director: William L. Roper, MD, MPH

 

Management

 

For

 

For

 

1k.

 

Election of Director: Eric C. Wiseman

 

Management

 

For

 

For

 

1l.

 

Election of Director: Donna F. Zarcone

 

Management

 

For

 

For

 

1m.

 

Election of Director: William D. Zollars

 

Management

 

For

 

For

 

2.

 

Advisory approval of Cigna’s executive compensation.

 

Management

 

For

 

For

 

3.

 

Ratification of appointment of PricewaterhouseCoopers LLP as Cigna’s independent registered public accounting firm for 2019.

 

Management

 

For

 

For

 

4.

 

Shareholder proposal - Increase shareholder rights to include action by written consent.

 

Shareholder

 

Against

 

For

 

5.

 

Shareholder proposal - Cyber risk report

 

Shareholder

 

Against

 

For

 

6.

 

Shareholder proposal - Gender pay gap report

 

Shareholder

 

Against

 

For

 

 

 

CLOVIS ONCOLOGY, INC.

 

Security

189464100

Meeting Type

Annual

Ticker Symbol

CLVS

Meeting Date

06-Jun-2019

Record Date

08-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Brian G. Atwood

 

 

 

For

 

For

 

 

 

2

James C. Blair, Ph.D.

 

 

 

For

 

For

 

 

 

3

Richard A. Fair

 

 

 

For

 

For

 

 

 

4

Paul H. Klingenstein

 

 

 

For

 

For

 

2.

 

Amendment to our Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 100,000,000 to 200,000,000.

 

Management

 

For

 

For

 

3.

 

Approval of an advisory proposal on compensation of the Company’s named executive officers, as disclosed in the attached proxy statement.

 

Management

 

For

 

For

 

4.

 

Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

COHERUS BIOSCIENCES INC

 

Security

19249H103

Meeting Type

Annual

Ticker Symbol

CHRS

Meeting Date

22-May-2019

Record Date

29-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Samuel Nussbaum, M.D.

 

 

 

For

 

For

 

 

 

2

Mary T. Szela

 

 

 

For

 

For

 

 

 

3

Ali J. Satvat

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

 

CONCERT PHARMACEUTICALS, INC.

 

Security

206022105

Meeting Type

Annual

Ticker Symbol

CNCE

Meeting Date

13-Jun-2019

Record Date

16-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of class II director to our Board of Directors to serve until the 2022 annual meeting of stockholders: Ronald W. Barrett

 

Management

 

For

 

For

 

1b.

 

Election of class II director to our Board of Directors to serve until the 2022 annual meeting of stockholders: Jesper Høiland

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

 

CRISPR THERAPEUTICS AG

 

Security

H17182108

Meeting Type

Annual

Ticker Symbol

CRSP

Meeting Date

11-Jun-2019

Record Date

12-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

The approval of the annual report, the consolidated financial statements and the statutory financial
statements of the Company for the year ended December 31, 2018.

 

Management

 

For

 

For

 

2.

 

The approval of the appropriation of financial results.

 

Management

 

For

 

For

 

3.

 

The discharge of the members of the Board of Directors and Executive Committee.

 

Management

 

For

 

For

 

4a.

 

Re-election of the member to the Board of Director: Rodger Novak, M.D. (as member and Chairman)

 

Management

 

For

 

For

 

4b.

 

Re-election of the member to the Board of Director: Samarth Kulkarni, Ph.D.

 

Management

 

For

 

For

 

4c.

 

Re-election of the member to the Board of Director: Ali Behbahani, M.D.

 

Management

 

For

 

For

 

4d.

 

Re-election of the member to the Board of Director: Bradley Bolzon, Ph.D.

 

Management

 

For

 

For

 

4e.

 

Re-election of the member to the Board of Director: Pablo Cagnoni, M.D.

 

Management

 

For

 

For

 

4f.

 

Re-election of the member to the Board of Director: Simeon J. George, M.D.

 

Management

 

For

 

For

 

4g.

 

Election of the member to the Board of Director: John T. Greene

 

Management

 

For

 

For

 

4h.

 

Election of the member to the Board of Director: Katherine A. High, M.D.

 

Management

 

For

 

For

 

5a.

 

Re-election of the member of the Compensation Committee: Simeon J. George, M.D.

 

Management

 

For

 

For

 

5b.

 

Re-election of the member of the Compensation Committee: Pablo Cagnoni, M.D.

 

Management

 

For

 

For

 

5c.

 

Election of the member of the Compensation Committee: John T. Greene

 

Management

 

For

 

For

 

6a.

 

Binding vote on total non-performance-related compensation for members of the Board of Directors from the 2019 Annual General Meeting to the 2020 Annual General Meeting of Shareholders.

 

Management

 

For

 

For

 

6b.

 

Binding vote on equity for members of the Board of Directors from the 2019 Annual General Meeting to the 2020 Annual General Meeting of Shareholders.

 

Management

 

For

 

For

 

6c.

 

Binding vote on total non-performance-related compensation for members of the Executive Committee from July 1, 2019 to June 30, 2020.

 

Management

 

For

 

For

 

6d.

 

Binding vote on total variable compensation for members of the Executive Committee for the current year ending December 31, 2019.

 

Management

 

For

 

For

 

6e.

 

Binding vote on equity for members of the Executive Committee from the 2019 Annual General Meeting to the 2020 Annual General Meeting of Shareholders.

 

Management

 

For

 

For

 

7.

 

Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers under U.S. securities law requirements.

 

Management

 

For

 

For

 

8.

 

Non-binding advisory vote on the frequency of future shareholder advisory votes on the compensation paid to the Company’s named executive officers under U.S. securities law requirements.

 

Management

 

1 Year

 

Against

 

9.

 

The approval of an increase in the Conditional Share Capital for Employee Benefit Plans.

 

Management

 

For

 

For

 

10.

 

The approval of an Amendment to the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan.

 

Management

 

For

 

For

 

11.

 

The approval of amending and restating art. 3a of the Articles of Association.

 

Management

 

For

 

For

 

12.

 

The approval of amending and restating art. 4 of the Articles of Association.

 

Management

 

For

 

For

 

13.

 

The approval of amending and restating art. 16 of the Articles of Association.

 

Management

 

For

 

For

 

14.

 

The approval of amending and restating art. 17 of the Articles of Association.

 

Management

 

For

 

For

 

15.

 

The approval of amending and restating art. 41 of the Articles of Association.

 

Management

 

For

 

For

 

16.

 

The re-election of the independent voting rights representative.

 

Management

 

For

 

For

 

17.

 

The election of the auditors.

 

Management

 

For

 

For

 

 

 

CURASEN THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

15-Mar-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Waiver of Audited Financial Statements

 

Management

 

For

 

For

 

2

 

General Authority and Ratification

 

Management

 

For

 

For

 

 

CVS HEALTH CORPORATION

 

Security

126650100

Meeting Type

Annual

Ticker Symbol

CVS

Meeting Date

16-May-2019

Record Date

21-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Fernando Aguirre

 

Management

 

For

 

For

 

1b.

 

Election of Director: Mark T. Bertolini

 

Management

 

For

 

For

 

1c.

 

Election of Director: Richard M. Bracken

 

Management

 

For

 

For

 

1d.

 

Election of Director: C. David Brown II

 

Management

 

For

 

For

 

1e.

 

Election of Director: Alecia A. DeCoudreaux

 

Management

 

For

 

For

 

1f.

 

Election of Director: Nancy-Ann M. DeParle

 

Management

 

For

 

For

 

1g.

 

Election of Director: David W. Dorman

 

Management

 

For

 

For

 

1h.

 

Election of Director: Roger N. Farah

 

Management

 

For

 

For

 

1i.

 

Election of Director: Anne M. Finucane

 

Management

 

For

 

For

 

1j.

 

Election of Director: Edward J. Ludwig

 

Management

 

For

 

For

 

1k.

 

Election of Director: Larry J. Merlo

 

Management

 

For

 

For

 

1l.

 

Election of Director: Jean-Pierre Millon

 

Management

 

For

 

For

 

1m.

 

Election of Director: Mary L. Schapiro

 

Management

 

For

 

For

 

1n.

 

Election of Director: Richard J. Swift

 

Management

 

For

 

For

 

1o.

 

Election of Director: William C. Weldon

 

Management

 

For

 

For

 

1p.

 

Election of Director: Tony L. White

 

Management

 

For

 

For

 

2.

 

Proposal to ratify appointment of independent registered public accounting firm for 2019.

 

Management

 

For

 

For

 

3.

 

Say on Pay, a proposal to approve, on an advisory basis, the Company’s executive compensation.

 

Management

 

For

 

For

 

4.

 

Stockholder proposal regarding exclusion of legal or compliance costs from financial performance adjustments for executive compensation.

 

Shareholder

 

Against

 

For

 

 

 

DANAHER CORPORATION

 

Security

235851102

Meeting Type

Annual

Ticker Symbol

DHR

Meeting Date

07-May-2019

Record Date

11-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Donald J. Ehrlich

 

Management

 

For

 

For

 

1B.

 

Election of Director: Linda Hefner Filler

 

Management

 

For

 

For

 

1C.

 

Election of Director: Thomas P. Joyce, Jr.

 

Management

 

For

 

For

 

1D.

 

Election of Director: Teri List-Stoll

 

Management

 

For

 

For

 

1E.

 

Election of Director: Walter G. Lohr, Jr.

 

Management

 

For

 

For

 

1F.

 

Election of Director: Mitchell P. Rales

 

Management

 

For

 

For

 

1G.

 

Election of Director: Steven M. Rales

 

Management

 

For

 

For

 

1H.

 

Election of Director: John T. Schwieters

 

Management

 

For

 

For

 

1I.

 

Election of Director: Alan G. Spoon

 

Management

 

For

 

For

 

1J.

 

Election of Director: Raymond C. Stevens, Ph.D.

 

Management

 

For

 

For

 

1K.

 

Election of Director: Elias A. Zerhouni, M.D.

 

Management

 

For

 

For

 

2.

 

To ratify the selection of Ernst & Young LLP as Danaher’s independent registered public accounting firm for the year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

To approve on an advisory basis the Company’s named executive officer compensation.

 

Management

 

For

 

For

 

4.

 

To act upon a shareholder proposal requesting adoption of a policy requiring an independent Board Chair whenever possible.

 

Shareholder

 

For

 

Against

 

 

DECIPHER BIOSCIENCES, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

28-Jan-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Amendment of Amended and Restated Certificate of Incorporation

 

Management

 

For

 

For

 

2

 

Approval of 2019 Bridge Financing

 

Management

 

For

 

For

 

3

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

DECIPHER BIOSCIENCES, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

21-Mar-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Amendment and Restatement of Certificate of Incorporation

 

Management

 

For

 

For

 

2

 

Series 3 Preferred Stock Financing

 

Management

 

For

 

For

 

3

 

Amendment of 2018 Equity Incentive Plan

 

Management

 

For

 

For

 

4

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

 

DENTSPLY SIRONA INC.

 

Security

24906P109

Meeting Type

Annual

Ticker Symbol

XRAY

Meeting Date

22-May-2019

Record Date

25-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Michael C. Alfano

 

Management

 

For

 

For

 

1b.

 

Election of Director: Eric K. Brandt

 

Management

 

For

 

For

 

1c.

 

Election of Director: Donald M. Casey, Jr.

 

Management

 

For

 

For

 

1d.

 

Election of Director: Willie A. Deese

 

Management

 

For

 

For

 

1e.

 

Election of Director: Betsy D. Holden

 

Management

 

For

 

For

 

1f.

 

Election of Director: Arthur D. Kowaloff

 

Management

 

For

 

For

 

1g.

 

Election of Director: Harry M. Kraemer, Jr.

 

Management

 

For

 

For

 

1h.

 

Election of Director: Gregory T. Lucier

 

Management

 

For

 

For

 

1i.

 

Election of Director: Francis J. Lunger

 

Management

 

For

 

For

 

1j.

 

Election of Director: Leslie F. Varon

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for 2019.

 

Management

 

For

 

For

 

3.

 

Approval, by non-binding vote, of the Company’s executive compensation.

 

Management

 

For

 

For

 

 

EDITAS MEDICINE INC

 

Security

28106W103

Meeting Type

Annual

Ticker Symbol

EDIT

Meeting Date

12-Jun-2019

Record Date

16-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jessica Hopfield, Ph.D.

 

 

 

For

 

For

 

 

 

2

David T. Scadden, M.D.

 

 

 

For

 

For

 

2.

 

To approve, on an advisory basis, named executive officer compensation.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

1 Year

 

For

 

4.

 

To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

 

ELI LILLY AND COMPANY

 

Security

532457108

Meeting Type

Annual

Ticker Symbol

LLY

Meeting Date

06-May-2019

Record Date

26-Feb-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of director for three-year term: R. Alvarez

 

Management

 

For

 

For

 

1b.

 

Election of director for three-year term: C. R. Bertozzi

 

Management

 

For

 

For

 

1c.

 

Election of director for three-year term: J. R. Luciano

 

Management

 

For

 

For

 

1d.

 

Election of director for three-year term: K. P. Seifert

 

Management

 

For

 

For

 

2.

 

Approval, by non-binding vote, of the compensation paid to the company’s named executive officers.

 

Management

 

For

 

For

 

3.

 

Ratification of Ernst & Young LLP as the principal independent auditor for 2019.

 

Management

 

For

 

For

 

4.

 

Approve amendments to the Articles of Incorporation to eliminate the classified board structure.

 

Management

 

For

 

For

 

5.

 

Approve amendments to the Articles of Incorporation to eliminate all supermajority voting provisions.

 

Management

 

For

 

For

 

6.

 

Shareholder proposal requesting a report regarding direct and indirect political expenditures.

 

Shareholder

 

Against

 

For

 

 

 

ENDO INTERNATIONAL PLC

 

Security

G30401106

Meeting Type

Annual

Ticker Symbol

ENDP

Meeting Date

11-Jun-2019

Record Date

12-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Roger H. Kimmel

 

Management

 

For

 

For

 

1b.

 

Election of Director: Paul V. Campanelli

 

Management

 

For

 

For

 

1c.

 

Election of Director: Shane M. Cooke

 

Management

 

For

 

For

 

1d.

 

Election of Director: Nancy J. Hutson, Ph.D.

 

Management

 

For

 

For

 

1e.

 

Election of Director: Michael Hyatt

 

Management

 

For

 

For

 

1f.

 

Election of Director: Sharad S. Mansukani, M.D.

 

Management

 

For

 

For

 

1g.

 

Election of Director: William P. Montague

 

Management

 

For

 

For

 

2.

 

To approve, by advisory vote, named executive officer compensation.

 

Management

 

For

 

For

 

3.

 

To approve the Endo International plc Amended and Restated 2015 Stock Incentive Plan.

 

Management

 

For

 

For

 

4.

 

To renew the Board’s existing authority to issue shares under Irish law.

 

Management

 

For

 

For

 

5.

 

To renew the Board’s existing authority to opt-out of statutory pre-emption rights under Irish law.

 

Management

 

For

 

For

 

6.

 

To approve the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 and to authorize the Board of Directors, acting through the Audit Committee, to determine the independent registered public accounting firm’s remuneration.

 

Management

 

For

 

For

 

 

 

ENDOCYTE INC

 

Security

29269A102

Meeting Type

Special

Ticker Symbol

ECYT

Meeting Date

20-Dec-2018

Record Date

15-Nov-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of October 17, 2018 (as it may be amended from time to time, the “merger agreement”), by and among Novartis AG, Edinburgh Merger Corporation (“Merger Sub”) and Endocyte, Inc., pursuant to which Merger Sub will be merged with and into Endocyte, Inc., with Endocyte, Inc. continuing as a wholly owned subsidiary of Novartis AG (the “merger”).

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Endocyte Inc.’s named executive officers in connection with the merger.

 

Management

 

For

 

For

 

3.

 

To approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

 

Management

 

For

 

For

 

 

 

EPIZYME, INC.

 

Security

29428V104

Meeting Type

Annual

Ticker Symbol

EPZM

Meeting Date

31-May-2019

Record Date

05-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Michael F. Giordano, MD

 

 

 

For

 

For

 

 

 

2

David M. Mott

 

 

 

For

 

For

 

 

 

3

Richard F. Pops

 

 

 

For

 

For

 

2.

 

Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Advisory Vote on Executive Compensation.

 

Management

 

For

 

For

 

4.

 

Advisory Vote on the Frequency of Future Executive Compensation Advisory Votes.

 

Management

 

1 Year

 

For

 

 

ESPERION THERAPEUTICS INC

 

Security

29664W105

Meeting Type

Annual

Ticker Symbol

ESPR

Meeting Date

29-May-2019

Record Date

01-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class III Director: Scott Braunstein, M.D.

 

Management

 

For

 

For

 

1b.

 

Election of Class III Director: Jay P. Shepard

 

Management

 

For

 

For

 

2.

 

To approve the advisory resolution on the compensation of our named executive officers

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

 

 

EVOLENT HEALTH, INC.

 

Security

30050B101

Meeting Type

Annual

Ticker Symbol

EVH

Meeting Date

11-Jun-2019

Record Date

16-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class I Director: Seth Blackley

 

Management

 

For

 

For

 

1b.

 

Election of Class I Director: David Farner

 

Management

 

For

 

For

 

2.

 

Proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Proposal to approve the compensation of our named executive officers for 2018 on an advisory basis.

 

Management

 

For

 

For

 

 

EXELIXIS, INC.

 

Security

30161Q104

Meeting Type

Annual

Ticker Symbol

EXEL

Meeting Date

22-May-2019

Record Date

25-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Class II Director to hold office until the 2022 Annual Meeting of stockholder: Carl B. Feldbaum, Esq.

 

Management

 

For

 

For

 

1.2

 

Election of Class II Director to hold office until the 2022 Annual Meeting of stockholder: Maria C. Freire, Ph.D.

 

Management

 

For

 

For

 

1.3

 

Election of Class II Director to hold office until the 2022 Annual Meeting of stockholder: Alan M. Garber, M.D., Ph.D.

 

Management

 

For

 

For

 

1.4

 

Election of Class II Director to hold office until the 2022 Annual Meeting of stockholder: Vincent T. Marchesi, M.D., Ph.D.

 

Management

 

For

 

For

 

1.5

 

Election of Class II Director to hold office until the 2022 Annual Meeting of stockholder: Julie Anne Smith

 

Management

 

For

 

For

 

2.

 

To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as Exelixis’ independent registered public accounting firm for the fiscal year ending January 3, 2020.

 

Management

 

For

 

For

 

3.

 

To approve the proposal of Exelixis’ Board of Directors to amend Exelixis’ Amended and Restated Certificate of Incorporation to declassify the Board of Directors to provide for annual elections by the 2020 Annual Meeting of Stockholders.

 

Management

 

For

 

For

 

4.

 

To approve, on an advisory basis, the compensation of Exelixis’ named executive officers, as disclosed in the accompanying Proxy Statement.

 

Management

 

For

 

For

 

 

 

FIBROGEN, INC.

 

Security

31572Q808

Meeting Type

Annual

Ticker Symbol

FGEN

Meeting Date

05-Jun-2019

Record Date

09-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class II Director: Jeffrey L. Edwards

 

Management

 

For

 

For

 

1b.

 

Election of Class II Director: Rory B. Riggs

 

Management

 

For

 

For

 

1c.

 

Election of Class II Director: Roberto Pedro Rosenkranz, Ph.D., M.B.A.

 

Management

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

To ratify the selection of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of FibroGen for the year ending December 31, 2019.

 

Management

 

For

 

For

 

 

FOAMIX PHARMACEUTICALS LTD

 

Security

M46135105

Meeting Type

Annual

Ticker Symbol

FOMX

Meeting Date

10-Apr-2019

Record Date

28-Feb-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Appoint Kesselman & Kesselman (a member firm of PricewaterhouseCoopers International Limited, or PwC) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, and authorize the Board (or the Audit Committee, if such authority is delegated to it by the Board) to fix the remuneration of such independent public accountants in accordance with the volume and nature of their services.

 

Management

 

For

 

For

 

2a

 

Ratify the election of Mr. Anthony Bruno as a director of the Company.

 

Management

 

For

 

For

 

2b

 

Ratify the election of Ms. Sharon Barbari as a director of the Company.

 

Management

 

For

 

For

 

3a

 

Approve certain retirement payment and benefits for Dr. Darrell Rigel, as set out in subclause (a) of Proposal 3 of the Company’s proxy statement.

 

Management

 

For

 

For

 

3a1

 

For purposes of Proposal 3(a) please confirm that you are NOT a “controlling shareholder” and that you do NOT have a “personal interest” in the approval of Proposal 3(a), as such terms are defined in the Israeli Companies Law. (Note: If you do not mark the ‘FOR’ box, it will be deemed that you are a controlling shareholder and that you do have a personal interest and your vote will not be counted).

 

Management

 

For

 

 

 

3b

 

Approve certain retirement payment and benefits for Dr. Dalia Megiddo, as set out in sub-clause (b) of Proposal 3 of the Company’s proxy statement.

 

Management

 

For

 

For

 

3b1

 

For purposes of Proposal 3(b) please confirm that you are NOT a “controlling shareholder” and that you do NOT have a “personal interest” in the approval of Proposal 3(b), as such terms are defined in the Israeli Companies Law. (Note: If you do not mark the ‘FOR’ box, it will be deemed that you are a controlling shareholder and that you do have a personal interest and your vote will not be counted).

 

Management

 

For

 

 

 

4

 

Approve the Company’s 2019 Equity Incentive Plan.

 

Management

 

For

 

For

 

 

 

5

 

Approve the Company’s 2019 Employee Stock Purchase Plan.

 

Management

 

For

 

For

 

6a

 

Approve an increase in Mr. Domzalski’s annual base salary to $560,000, effective January 1, 2019, as set out under sub-clause (a) of Proposal 6 in the Company’s proxy statement.

 

Management

 

For

 

For

 

6a1

 

For purposes of Proposal 6(a) please confirm that you are NOT a “controlling shareholder” and that you do NOT have a “personal interest” in the approval of Proposal 6(a), as such terms are defined in the Israeli Companies Law. (Note: If you do not mark the ‘FOR’ box, it will be deemed that you are a controlling shareholder and that you do have a personal interest and your vote will not be counted).

 

Management

 

For

 

 

 

6b

 

Approve the terms of Mr. Domzalski’s cash bonus and equity compensation for 2019, as set out under sub-clause (b) of Proposal 6 of the Company’s proxy statement.

 

Management

 

For

 

For

 

6b1

 

For purposes of Proposal 6(b) please confirm that you are NOT a “controlling shareholder” and that you do NOT have a “personal interest” in the approval of Proposal 6(b), as such terms are defined in the Israeli Companies Law. (Note: If you do not mark the ‘FOR’ box, it will be deemed that you are a controlling shareholder and that you do have a personal interest and your vote will not be counted).

 

Management

 

For

 

 

 

6c

 

Approve Mr. Domzalski’s eligibility to participate in the Company’s 2019 Employee Stock Purchase Plan, if approved, as set out under sub-clause (c) of Proposal 6 of the Company’s proxy statement.

 

Management

 

For

 

For

 

6c1

 

For purposes of Proposal 6(b) please confirm that you are NOT a “controlling shareholder” and that you do NOT have a “personal interest” in the approval of Proposal 6(b), as such terms are defined in the Israeli Companies Law. (Note: If you do not mark the ‘FOR’ box, it will be deemed that you are a controlling shareholder and that you do have a personal interest and your vote will not be counted).

 

Management

 

For

 

 

 

7

 

Approve an increase of the authorized share capital of the Company from 90,000,000 to 135,000,000 ordinary shares with a nominal value of NIS 0.16 per share and a corresponding amendment to the Articles of Association of the Company.

 

Management

 

For

 

For

 

 

 

GALAPAGOS N V

 

Security

36315X101

Meeting Type

Annual

Ticker Symbol

GLPG

Meeting Date

30-Apr-2019

Record Date

16-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

O2

 

Acknowledgement and approval of the non-consolidated annual accounts of the Company for the financial year ended on 31 December 2018 and approval of the allocation of the annual result as proposed by the board of directors.

 

Management

 

For

 

For

O5

 

Acknowledgement and approval of the remuneration report.

 

Management

 

For

 

For

O6

 

Release from liability to be granted to the directors and the statutory auditor for the performance of their duties in the course of the financial year ended 31 December 2018.

 

Management

 

For

 

For

O7

 

Revision of the remuneration of the statutory auditor.

 

Management

 

For

 

For

O8

 

Appointment of Mr. Peter Guenter as director of the Company.

 

Management

 

For

 

For

O9

 

Remuneration of directors.

 

Management

 

For

 

For

O10

 

Offer of warrants.

 

Management

 

For

 

For

S11

 

Application of article 556 of the Belgian Companies Code.

 

Management

 

For

 

For

 

GALERA THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

18-Sep-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

1

 

Royalty Interest Financing

 

Management

 

For

 

For

 

GALERA THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

6-Nov-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

1

 

Amendment to Royalty Interest Agreement

 

Management

 

For

 

For

 

GALERA THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

22-Mar-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

1

 

Election of Kevin Loaky to the Board of Directors

 

Management

 

For

 

For

2

 

General Enabling Resolutions

 

Management

 

For

 

For

 

 

GENOMEDX BIOSCIENCES INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

20-Jul-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

1

 

Amendment and Restatement of Certification of Incorporation

 

Management

 

For

 

For

2

 

Second Series E Preferred Stock Financing

 

Management

 

For

 

For

3

 

Approval of 2018 Equity Incentive Plan

 

Management

 

For

 

For

4

 

General Authorizing Resolution

 

Management

 

For

 

For

 

GENOMEDX BIOSCIENCES INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

3-Oct-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

1

 

Amendment and Restatement of Certification of Incorporation

 

Management

 

For

 

For

2

 

Second Series E Preferred Stock Financing

 

Management

 

For

 

For

3

 

Board Composition

 

Management

 

For

 

For

4

 

General Authorizing Resolution

 

Management

 

For

 

For

 

GENOMEDX BIOSCIENCES INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

19-Nov-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

1

 

Approval of Amendment and Restatement of Certificate of Incorporation

 

Management

 

For

 

For

2

 

General Authorization

 

Management

 

For

 

For

 

GENOMEDX BIOSCIENCES INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

28-Dec-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

1

 

Approval of Note Financing

 

Management

 

For

 

For

2

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

GENOMIC HEALTH, INC.

 

Security

37244C101

Meeting Type

Annual

Ticker Symbol

GHDX

Meeting Date

13-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Kimberly J. Popovits

 

 

 

For

 

For

 

 

 

2

Felix J. Baker, Ph.D.

 

 

 

For

 

For

 

 

 

3

Julian C. Baker

 

 

 

For

 

For

 

 

 

4

Fred E. Cohen, M.D.

 

 

 

For

 

For

 

 

 

5

B.P. Flannelly, Pharm.D

 

 

 

For

 

For

 

 

 

6

Henry J. Fuchs, M.D.

 

 

 

For

 

For

 

 

 

7

Ginger L. Graham

 

 

 

For

 

For

 

 

 

8

Geoffrey M. Parker

 

 

 

For

 

For

 

2.

 

To vote on the approval of our Amended and Restated 2005 Stock Incentive Plan that includes an increase in the number of shares available for issuance under the plan by 500,000 shares, a change in the automatic equity grants to outside directors, and the addition of certain other best practice plan provisions.

 

Management

 

For

 

For

 

3.

 

To approve, on a non-binding advisory basis, the compensation of our named executive officers.

 

Management

 

For

 

For

 

4.

 

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019.

 

Management

 

For

 

For

 

5.

 

To approve a stockholder proposal concerning simple majority voting, if properly presented at the Annual Meeting.

 

Shareholder

 

Against

 

For

 

 

GILEAD SCIENCES, INC.

 

Security

375558103

Meeting Type

Annual

Ticker Symbol

GILD

Meeting Date

08-May-2019

Record Date

15-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Jacqueline K. Barton, Ph.D.

 

Management

 

For

 

For

 

1b.

 

Election of Director: John F. Cogan, Ph.D.

 

Management

 

For

 

For

 

1c.

 

Election of Director: Kelly A. Kramer

 

Management

 

For

 

For

 

1d.

 

Election of Director: Kevin E. Lofton

 

Management

 

For

 

For

 

1e.

 

Election of Director: Harish M. Manwani

 

Management

 

For

 

For

 

1f.

 

Election of Director: Daniel P. O’Day

 

Management

 

For

 

For

 

1g.

 

Election of Director: Richard J. Whitley, M.D.

 

Management

 

For

 

For

 

1h.

 

Election of Director: Gayle E. Wilson

 

Management

 

For

 

For

 

1i.

 

Election of Director: Per Wold-Olsen

 

Management

 

For

 

For

 

2.

 

To ratify the selection of Ernst & Young LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of Gilead for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

To approve an amendment to Gilead’s Restated Certificate of Incorporation to allow stockholders to act by written consent.

 

Management

 

For

 

For

 

4.

 

To approve, on an advisory basis, the compensation of our Named Executive Officers as presented in the Proxy Statement.

 

Management

 

For

 

For

 

5.

 

To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board adopt a policy that the Chairperson of the Board of Directors be an independent director.

 

Shareholder

 

For

 

Against

 

6.

 

To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board issue a report describing how Gilead plans to allocate tax savings as a result of the Tax Cuts and Jobs Act.

 

Shareholder

 

Against

 

For

 

 

 

GLOBAL BLOOD THERAPEUTICS, INC.

 

Security

37890U108

Meeting Type

Annual

Ticker Symbol

GBT

Meeting Date

18-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Ted Love, M.D.

 

 

 

For

 

For

 

 

 

2

Glenn Pierce, M.D Ph.D.

 

 

 

For

 

For

 

 

 

3

Dawn Svoronos

 

 

 

For

 

For

 

2.

 

Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement.

 

Management

 

For

 

For

 

3.

 

Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

GW PHARMACEUTICALS PLC

 

Security

36197T103

Meeting Type

Annual

Ticker Symbol

GWPH

Meeting Date

13-Jun-2019

Record Date

16-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

O1

 

To re-elect James Noble as a Director

 

Management

 

For

 

For

 

O2

 

To re-elect Thomas Lynch as a Director

 

Management

 

For

 

For

 

O3

 

To approve the Directors’ Remuneration Report

 

Management

 

For

 

For

 

O4

 

To approve the compensation of the Company’s named executive officers

 

Management

 

For

 

For

 

O5

 

To approve the Directors’ Remuneration Policy

 

Management

 

For

 

For

 

O6

 

To determine the frequency for approval of the compensation of the Company’s named executive officers

 

Management

 

1 Year

 

For

 

O7

 

To ratify the appointment of Deloitte and Touche LLP as the Company’s US public accounting firm

 

Management

 

For

 

For

 

O8

 

To re-appoint Deloitte LLP as the UK Auditor

 

Management

 

For

 

For

 

O9

 

To authorise the Audit Committee to determine the Auditors’ remuneration

 

Management

 

For

 

For

 

O10

 

To receive, consider and adopt the Directors’ and Auditors’ Reports and Statement of Accounts for the 15-month period ended 31 December 2018 and note that the Directors do not recommend the payment of a dividend

 

Management

 

For

 

For

 

O11

 

To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006 (the “2006 Act”) such authority to be valid up to 13 June 2020

 

Management

 

For

 

For

 

S12

 

Subject to the passing of Resolution 11, to authorise the Directors to allot equity securities, under Section 570 of the 2006 Act as if Section 561(1) of the 2006 Act did not apply to such allotment

 

Management

 

For

 

For

 

 

 

HUMANA INC.

 

Security

444859102

Meeting Type

Annual

Ticker Symbol

HUM

Meeting Date

18-Apr-2019

Record Date

25-Feb-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a)

 

Election of Director: Kurt J. Hilzinger

 

Management

 

For

 

For

 

1b)

 

Election of Director: Frank J. Bisignano

 

Management

 

For

 

For

 

1c)

 

Election of Director: Bruce D. Broussard

 

Management

 

For

 

For

 

1d)

 

Election of Director: Frank A. D’Amelio

 

Management

 

For

 

For

 

1e)

 

Election of Director: Karen B. DeSalvo, M.D.

 

Management

 

For

 

For

 

1f)

 

Election of Director: W. Roy Dunbar

 

Management

 

For

 

For

 

1g)

 

Election of Director: David A. Jones, Jr.

 

Management

 

For

 

For

 

1h)

 

Election of Director: William J. McDonald

 

Management

 

For

 

For

 

1i)

 

Election of Director: James J. O’Brien

 

Management

 

For

 

For

 

1j)

 

Election of Director: Marissa T. Peterson

 

Management

 

For

 

For

 

2.

 

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.

 

Management

 

For

 

For

 

3.

 

The approval of the compensation of the named executive officers as disclosed in the 2019 proxy statement.

 

Management

 

For

 

For

 

4.

 

The approval of the Amended and Restated Humana Inc. Stock Incentive Plan.

 

Management

 

For

 

For

 

 

IDEXX LABORATORIES, INC.

 

Security

45168D104

Meeting Type

Annual

Ticker Symbol

IDXX

Meeting Date

08-May-2019

Record Date

15-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Jonathan W. Ayers

 

Management

 

For

 

For

 

1b.

 

Election of Director: Stuart M. Essig, PhD

 

Management

 

For

 

For

 

1c.

 

Election of Director: M. Anne Szostak

 

Management

 

For

 

For

 

2.

 

Ratification of Appointment of Independent Registered Public Accounting Firm. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year.

 

Management

 

For

 

For

 

3.

 

Advisory Vote on Executive Compensation. To approve a nonbinding advisory resolution on the Company’s executive compensation.

 

Management

 

For

 

For

 

 

ILLUMINA, INC.

 

Security

452327109

Meeting Type

Annual

Ticker Symbol

ILMN

Meeting Date

29-May-2019

Record Date

01-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Frances Arnold, Ph.D.

 

Management

 

For

 

For

 

1B.

 

Election of Director: Francis A. deSouza

 

Management

 

For

 

For

 

1C.

 

Election of Director: Susan E. Siegel

 

Management

 

For

 

For

 

2.

 

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2019.

 

Management

 

For

 

For

 

3.

 

To approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement.

 

Management

 

For

 

For

 

4.

 

To approve an amendment to our Amended and Restated Certificate of Incorporation to declassify our Board of Directors.

 

Management

 

For

 

For

 

5.

 

To approve, on an advisory basis, a stockholder proposal to enhance election-related disclosures.

 

Shareholder

 

Against

 

For

 

 

 

ILLUMINOSS MEDICAL, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

5-Mar-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of Equity Incentive Plan

 

Management

 

For

 

For

 

2

 

Anti-Dilution

 

Management

 

For

 

For

 

3

 

General Resolutions

 

Management

 

For

 

For

 

 

IMMUNOGEN, INC.

 

Security

45253H101

Meeting Type

Annual

Ticker Symbol

IMGN

Meeting Date

20-Jun-2019

Record Date

23-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To fix the number of members of the Board of Directors at seven (7).

 

Management

 

For

 

For

 

2.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Stephen C. McCluski

 

 

 

For

 

For

 

 

 

2

Richard J. Wallace

 

 

 

For

 

For

 

 

 

3

Mark Goldberg, MD

 

 

 

For

 

For

 

 

 

4

Dean J. Mitchell

 

 

 

For

 

For

 

 

 

5

Kristine Peterson

 

 

 

For

 

For

 

 

 

6

Mark J. Enyedy

 

 

 

For

 

For

 

 

 

7

Stuart A. Arbuckle

 

 

 

For

 

For

 

3.

 

To approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in our proxy statement.

 

Management

 

For

 

For

 

4.

 

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

 

Management

 

For

 

For

 

 

IMMUNOMEDICS, INC.

 

Security

452907108

Meeting Type

Annual

Ticker Symbol

IMMU

Meeting Date

07-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Behzad Aghazadeh

 

Management

 

For

 

For

 

1.2

 

Election of Director: Charles Baum

 

Management

 

For

 

For

 

1.3

 

Election of Director: Scott Canute

 

Management

 

For

 

For

 

1.4

 

Election of Director: Barbara G. Duncan

 

Management

 

For

 

For

 

1.5

 

Election of Director: Peter Barton Hutt

 

Management

 

For

 

For

 

1.6

 

Election of Director: Khalid Islam

 

Management

 

For

 

For

 

2.

 

Advisory vote to approve the compensation of our named executive officers.

 

Management

 

For

 

For

 

3.

 

Proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

 

Management

 

For

 

For

 

 

 

INCYTE CORPORATION

 

Security

45337C102

Meeting Type

Annual

Ticker Symbol

INCY

Meeting Date

26-Apr-2019

Record Date

12-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Julian C. Baker

 

Management

 

For

 

For

 

1.2

 

Election of Director: Jean-Jacques Bienaimé

 

Management

 

For

 

For

 

1.3

 

Election of Director: Paul A. Brooke

 

Management

 

For

 

For

 

1.4

 

Election of Director: Paul J. Clancy

 

Management

 

For

 

For

 

1.5

 

Election of Director: Wendy L. Dixon

 

Management

 

For

 

For

 

1.6

 

Election of Director: Jacqualyn A. Fouse

 

Management

 

For

 

For

 

1.7

 

Election of Director: Paul A. Friedman

 

Management

 

For

 

For

 

1.8

 

Election of Director: Hervé Hoppenot

 

Management

 

For

 

For

 

 

 

To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

 

Management

 

For

 

For

 

3.

 

To approve amendments to the Company’s Amended and Restated 2010 Stock Incentive Plan.

 

Management

 

For

 

For

 

4.

 

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019.

 

Management

 

For

 

For

 

5.

 

To vote on a stockholder proposal, if properly presented, described in more detail in the proxy statement.

 

Shareholder

 

For

 

Against

 

 

 

INTELLIA THERAPEUTICS, INC.

 

Security

45826J105

Meeting Type

Annual

Ticker Symbol

NTLA

Meeting Date

21-May-2019

Record Date

01-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Caroline Dorsa

 

 

 

For

 

For

 

 

 

2

Perry Karsen

 

 

 

For

 

For

 

 

 

3

John Leonard, M.D.

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

Approve, on an advisory basis, the compensation of the named executive officers.

 

Management

 

For

 

For

 

4.

 

Advisory vote on the frequency of advisory votes on executive compensation.

 

Management

 

1 Year

 

For

 

 

INTERCEPT PHARMACEUTICALS, INC.

 

Security

45845P108

Meeting Type

Annual

Ticker Symbol

ICPT

Meeting Date

20-Jun-2019

Record Date

23-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1)

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Paolo Fundarò

 

 

 

For

 

For

 

 

 

2

Mark Pruzanski, M.D.

 

 

 

For

 

For

 

 

 

3

Srinivas Akkaraju

 

 

 

For

 

For

 

 

 

4

Luca Benatti, Ph.D.

 

 

 

For

 

For

 

 

 

5

Daniel Bradbury

 

 

 

For

 

For

 

 

 

6

Keith Gottesdiener, M.D

 

 

 

For

 

For

 

 

 

7

Nancy Miller-Rich

 

 

 

For

 

For

 

 

 

8

Gino Santini

 

 

 

For

 

For

 

 

 

9

Glenn Sblendorio

 

 

 

For

 

For

 

 

 

10

Daniel Welch

 

 

 

For

 

For

 

2)

 

To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

 

Management

 

For

 

For

 

3)

 

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

 

Management

 

For

 

For

 

 

 

INTRA-CELLULAR THERAPIES INC

 

Security

46116X101

Meeting Type

Annual

Ticker Symbol

ITCI

Meeting Date

25-Jun-2019

Record Date

29-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Sharon Mates, Ph.D.

 

 

 

For

 

For

 

 

 

2

Rory B. Riggs

 

 

 

For

 

For

 

 

 

3

Robert L. Van Nostrand

 

 

 

For

 

For

 

2.

 

To ratify the appointment of Ernst & Young 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 an advisory vote the compensation of the Company’s named executive officers, as disclosed in the proxy statement.

 

Management

 

For

 

For

 

 

INTUITIVE SURGICAL, INC.

 

Security

46120E602

Meeting Type

Annual

Ticker Symbol

ISRG

Meeting Date

25-Apr-2019

Record Date

01-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Craig H. Barratt, Ph.D.

 

Management

 

For

 

For

 

1b.

 

Election of Director: Gary S. Guthart, Ph.D.

 

Management

 

For

 

For

 

1c.

 

Election of Director: Amal M. Johnson

 

Management

 

For

 

For

 

1d.

 

Election of Director: Don R. Kania, Ph.D.

 

Management

 

For

 

For

 

1e.

 

Election of Director: Keith R. Leonard, Jr.

 

Management

 

For

 

For

 

1f.

 

Election of Director: Alan J. Levy, Ph.D.

 

Management

 

For

 

For

 

1g.

 

Election of Director: Jami Dover Nachtsheim

 

Management

 

For

 

For

 

1h.

 

Election of Director: Mark J. Rubash

 

Management

 

For

 

For

 

1i.

 

Election of Director: Lonnie M. Smith

 

Management

 

For

 

For

 

2.

 

To approve, by advisory vote, the compensation of the Company’s Named Executive Officers.

 

Management

 

For

 

For

 

 

 

The ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

4.

 

To approve the amendment and restatement of the 2010 Incentive Award Plan.

 

Management

 

For

 

For

 

5.

 

A stockholder proposal entitled “Simple Majority Vote.”

 

Shareholder

 

Against

 

For

 

 

 

IONIS PHARMACEUTICALS, INC.

 

Security

462222100

Meeting Type

Annual

Ticker Symbol

IONS

Meeting Date

06-Jun-2019

Record Date

08-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Stanley T. Crooke

 

 

 

For

 

For

 

 

 

2

Joseph Klein, III

 

 

 

For

 

For

 

 

 

3

Joseph Loscalzo

 

 

 

For

 

For

 

 

 

4

Michael Hayden

 

 

 

For

 

For

 

2.

 

To ratify the appointment of Peter N. Reikes to the Board for a term expiring in 2021.

 

Management

 

For

 

For

 

3.

 

To ratify the appointment of Brett Monia to the Board for a term expiring in 2021.

 

Management

 

For

 

For

 

4.

 

To approve an amendment and restatement of the lonis Pharmaceuticals, Inc. 2011 Equity Incentive Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance by 7,000,000 to an aggregate of 23,000,000 shares.

 

Management

 

For

 

For

 

5.

 

To approve, by non-binding vote, executive compensation.

 

Management

 

For

 

For

 

6.

 

Ratify the Audit Committee’s selection of Ernst & Young LLP as independent auditors for the 2019 fiscal year.

 

Management

 

For

 

For

 

 

 

IOVANCE BIOTHERAPEUTICS, INC.

 

Security

462260100

Meeting Type

Annual

Ticker Symbol

IOVA

Meeting Date

10-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Iain Dukes, D. Phil

 

 

 

For

 

For

 

 

 

2

Maria Fardis, Ph.D.

 

 

 

For

 

For

 

 

 

3

Ryan Maynard

 

 

 

For

 

For

 

 

 

4

Merrill A. McPeak

 

 

 

For

 

For

 

 

 

5

Wayne P. Rothbaum

 

 

 

For

 

For

 

 

 

6

Michael Weiser, MD, PhD

 

 

 

For

 

For

 

2.

 

To approve, by non-binding advisory vote, the compensation of our named executive officers.

 

Management

 

For

 

For

 

3.

 

To approve an amendment to our Certificate of Incorporation to increase authorized shares of common stock from 150,000,000 to 300,000,000.

 

Management

 

For

 

For

 

4.

 

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

 

Management

 

For

 

For

 

 

 

JOHNSON & JOHNSON

 

Security

478160104

Meeting Type

Annual

Ticker Symbol

JNJ

Meeting Date

25-Apr-2019

Record Date

26-Feb-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Mary C. Beckerle

 

Management

 

For

 

For

 

1b.

 

Election of Director: D. Scott Davis

 

Management

 

For

 

For

 

1c.

 

Election of Director: Ian E. L. Davis

 

Management

 

For

 

For

 

1d.

 

Election of Director: Jennifer A. Doudna

 

Management

 

For

 

For

 

1e.

 

Election of Director: Alex Gorsky

 

Management

 

For

 

For

 

1f.

 

Election of Director: Marillyn A. Hewson

 

Management

 

For

 

For

 

1g.

 

Election of Director: Mark B. McClellan

 

Management

 

For

 

For

 

1h.

 

Election of Director: Anne M. Mulcahy

 

Management

 

For

 

For

 

1i.

 

Election of Director: William D. Perez

 

Management

 

For

 

For

 

1j.

 

Election of Director: Charles Prince

 

Management

 

For

 

For

 

1k.

 

Election of Director: A. Eugene Washington

 

Management

 

For

 

For

 

1l.

 

Election of Director: Ronald A. Williams

 

Management

 

For

 

For

 

2.

 

Advisory Vote to Approve Named Executive Officer Compensation.

 

Management

 

For

 

For

 

3.

 

Ratification of Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for 2019.

 

Management

 

For

 

For

 

4.

 

Shareholder Proposal - Clawback Disclosure

 

Shareholder

 

Against

 

For

 

5.

 

Shareholder Proposal - Executive Compensation and Drug Pricing Risks.

 

Shareholder

 

Against

 

For

 

 

LABCYTE INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

16-Jan-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of Merger

 

Management

 

For

 

For

 

2

 

Deemed Conversion of Preferred Stock

 

Management

 

For

 

For

 

3

 

Financial Interests of Directors and Officers

 

Management

 

For

 

For

 

4

 

Termination of Agreements

 

Management

 

For

 

For

 

5

 

General Authority

 

Management

 

For

 

For

 

 

 

LABCYTE INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

16-Jan-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approve Waived Amount to the Executive

 

Management

 

For

 

For

 

 

LABORATORY CORP. OF AMERICA HOLDINGS

 

Security

50540R409

Meeting Type

Annual

Ticker Symbol

LH

Meeting Date

09-May-2019

Record Date

22-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Kerrii B. Anderson

 

Management

 

For

 

For

 

1b.

 

Election of Director: Jean-Luc Bélingard

 

Management

 

For

 

For

 

1c.

 

Election of Director: D. Gary Gilliland, M.D., Ph.D.

 

Management

 

For

 

For

 

1d.

 

Election of Director: David P. King

 

Management

 

For

 

For

 

1e.

 

Election of Director: Garheng Kong, M.D., Ph.D.

 

Management

 

For

 

For

 

1f.

 

Election of Director: Peter M. Neupert

 

Management

 

For

 

For

 

1g.

 

Election of Director: Richelle P. Parham

 

Management

 

For

 

For

 

1h.

 

Election of Director: Adam H. Schechter

 

Management

 

For

 

For

 

1i.

 

Election of Director: R. Sanders Williams, M.D.

 

Management

 

For

 

For

 

2.

 

To approve, by non-binding vote, executive compensation.

 

Management

 

For

 

For

 

3.

 

Ratification of the appointment of PricewaterhouseCoopers LLP as Laboratory Corporation of America Holdings’ independent registered public accounting firm for 2019.

 

Management

 

For

 

For

 

 

 

LEXICON PHARMACEUTICALS, INC.

 

Security

528872302

Meeting Type

Annual

Ticker Symbol

LXRX

Meeting Date

25-Apr-2019

Record Date

25-Feb-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Raymond Debbane

 

 

 

For

 

For

 

 

 

2

Robert J. Lefkowitz

 

 

 

For

 

For

 

 

 

3

Alan S. Nies

 

 

 

For

 

For

 

2.

 

Ratification and approval of the amendment to the Company’s 2017 Equity Incentive Plan.

 

Management

 

For

 

For

 

3.

 

Advisory vote to approve the compensation paid to the Company’s named executive officers.

 

Management

 

For

 

For

 

4.

 

Ratification and approval of the appointment of Ernst & Young LLP as Company’s independent auditors for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

LIGAND PHARMACEUTICALS INCORPORATED

 

Security

53220K504

Meeting Type

Annual

Ticker Symbol

LGND

Meeting Date

06-Jun-2019

Record Date

10-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jason M. Aryeh

 

 

 

For

 

For

 

 

 

2

Todd C. Davis

 

 

 

For

 

For

 

 

 

3

Nancy R. Gray, Ph.D.

 

 

 

For

 

For

 

 

 

4

John L. Higgins

 

 

 

For

 

For

 

 

 

5

John W. Kozarich, Ph.D.

 

 

 

For

 

For

 

 

 

6

John L. LaMattina Ph.D.

 

 

 

For

 

For

 

 

 

7

Sunil Patel

 

 

 

For

 

For

 

 

 

8

Stephen L. Sabba, M.D.

 

 

 

For

 

For

 

2.

 

Ratification of Independent Registered Public Accounting Firm.

 

Management

 

For

 

For

 

3.

 

Approval of the Compensation of the Named Executive Officers.

 

Management

 

For

 

For

 

4.

 

Approval of Amendment and Restatement of the Ligand Pharmaceuticals Incorporated 2002 Stock Incentive Plan.

 

Management

 

For

 

For

 

5.

 

Approval of Amendment and Restatement of the Ligand Pharmaceuticals Incorporated Employee Stock Purchase Plan

 

Management

 

For

 

For

 

 

 

MADRIGAL PHARMACEUTICALS INC.

 

Security

558868105

Meeting Type

Annual

Ticker Symbol

MDGL

Meeting Date

27-Jun-2019

Record Date

03-May-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Keith R. Gollust

 

 

 

For

 

For

 

 

 

2

Richard S. Levy, M.D.

 

 

 

For

 

For

 

 

 

3

David Milligan, Ph.D.

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

To approve our amended 2015 Stock Plan.

 

Management

 

For

 

For

 

4.

 

Advisory vote on compensation of named executive officers.

 

Management

 

For

 

For

 

5.

 

Frequency of advisory vote on the compensation of named executive officers.

 

Management

 

1 Year

 

For

 

 

MARINUS PHARMACEUTICALS, INC.

 

Security

56854Q101

Meeting Type

Annual

Ticker Symbol

MRNS

Meeting Date

07-May-2019

Record Date

11-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Scott Braunstein

 

 

 

For

 

For

 

 

 

2

Seth H.Z. Fischer

 

 

 

For

 

For

 

 

 

3

Nicole Vitullo

 

 

 

For

 

For

 

2.

 

The approval of an amendment to our 2014 Plan to increase, on an annual basis, the maximum number of shares of common stock available for issuance under the 2014 Plan by a number of shares equal to the lesser of (i) 5,000,000 shares of common stock, (ii) an amount equal to 4% of the total number of shares of common stock outstanding on such date, or (iii) an amount determined by the Board, each of which may be granted as incentive stock options, and to increase the maximum aggregate number of shares of Company Stock.

 

Management

 

Against

 

Against

 

3.

 

The ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

 

MERCK & CO., INC.

 

Security

58933Y105

Meeting Type

Annual

Ticker Symbol

MRK

Meeting Date

28-May-2019

Record Date

29-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Leslie A. Brun

 

Management

 

For

 

For

 

1b.

 

Election of Director: Thomas R. Cech

 

Management

 

For

 

For

 

1c.

 

Election of Director: Mary Ellen Coe

 

Management

 

For

 

For

 

1d.

 

Election of Director: Pamela J. Craig

 

Management

 

For

 

For

 

1e.

 

Election of Director: Kenneth C. Frazier

 

Management

 

For

 

For

 

1f.

 

Election of Director: Thomas H. Glocer

 

Management

 

For

 

For

 

1g.

 

Election of Director: Rochelle B. Lazarus

 

Management

 

For

 

For

 

1h.

 

Election of Director: Paul B. Rothman

 

Management

 

For

 

For

 

1i.

 

Election of Director: Patricia F. Russo

 

Management

 

For

 

For

 

1j.

 

Election of Director: Inge G. Thulin

 

Management

 

For

 

For

 

1k.

 

Election of Director: Wendell P. Weeks

 

Management

 

For

 

For

 

1l.

 

Election of Director: Peter C. Wendell

 

Management

 

For

 

For

 

2.

 

Non-binding advisory vote to approve the compensation of our named executive officers.

 

Management

 

For

 

For

 

3.

 

Proposal to adopt the 2019 Incentive Stock Plan.

 

Management

 

For

 

For

 

4.

 

Ratification of the appointment of the Company’s independent registered public accounting firm for 2019.

 

Management

 

For

 

For

 

5.

 

Shareholder proposal concerning an independent board chairman.

 

Shareholder

 

For

 

Against

 

6.

 

Shareholder proposal concerning executive incentives and stock buybacks.

 

Shareholder

 

Against

 

For

 

7.

 

Shareholder proposal concerning drug pricing.

 

Shareholder

 

Against

 

For

 

 

MILESTONE PHARMACEUTICALS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

8-Apr-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Designate Michael Tomsicek as an Independent Director

 

Management

 

For

 

For

 

 

 

MILESTONE PHARMACEUTICALS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

26-Apr-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of IPO

 

Management

 

For

 

For

 

2

 

Approval of Post-IPO Amendment of Articles of Incorporation

 

Management

 

For

 

For

 

3

 

Repeal and Replacement of the By-Laws

 

Management

 

For

 

For

 

4

 

Approval of the 2019 Equity Incentive Plan

 

Management

 

For

 

For

 

5

 

Approval of the 2019 Employee Share Purchase Plan

 

Management

 

For

 

For

 

6

 

Waiver of Registration Rights

 

Management

 

For

 

For

 

7

 

Authorization to Call Meetings of Shareholders

 

Management

 

For

 

For

 

8

 

Waiver of Transfer Restrictions and Rights of First Refusal

 

Management

 

For

 

For

 

 

MIRATI THERAPEUTICS, INC.

 

Security

60468T105

Meeting Type

Annual

Ticker Symbol

MRTX

Meeting Date

15-May-2019

Record Date

22-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Charles M. Baum

 

 

 

For

 

For

 

 

 

2

Bruce L.A. Carter

 

 

 

For

 

For

 

 

 

3

Aaron I. Davis

 

 

 

For

 

For

 

 

 

4

Henry J. Fuchs

 

 

 

For

 

For

 

 

 

5

Michael Grey

 

 

 

For

 

For

 

 

 

6

Faheem Hasnain

 

 

 

For

 

For

 

 

 

7

Craig Johnson

 

 

 

For

 

For

 

 

 

8

Maya Martinez-Davis

 

 

 

For

 

For

 

2.

 

To approve, on an advisory basis, the compensation paid to our named executive officers as disclosed in this proxy statement.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

1 Year

 

For

 

4.

 

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

 

Management

 

For

 

For

 

5.

 

To approve our Amended and Restated 2013 Equity Incentive Plan, to among other things, increase the aggregate number of shares of our common stock authorized for issuance under such plan by 2,500,000 shares.

 

Management

 

For

 

For

 

 

 

MOLECULAR TEMPLATES, INC.

 

Security

608550109

Meeting Type

Annual

Ticker Symbol

MTEM

Meeting Date

29-May-2019

Record Date

08-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: David Hirsch, M.D., Ph.D.

 

Management

 

For

 

For

 

1.2

 

Election of Director: David R. Hoffmann

 

Management

 

For

 

For

 

1.3

 

Election of Director: Kevin Lalande

 

Management

 

For

 

For

 

2.

 

Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Approve on an advisory basis the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

 

Management

 

For

 

For

 

4.

 

Approve on an advisory basis the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

Management

 

1 Year

 

For

 

 

 

MYLAN N.V.

 

Security

N59465109

Meeting Type

Annual

Ticker Symbol

MYL

Meeting Date

21-Jun-2019

Record Date

24-May-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Appointment of Director: Heather Bresch

 

Management

 

For

 

For

 

1B.

 

Appointment of Director: Hon. Robert J. Cindrich

 

Management

 

For

 

For

 

1C.

 

Appointment of Director: Robert J. Coury

 

Management

 

For

 

For

 

1D.

 

Appointment of Director: JoEllen Lyons Dillon

 

Management

 

For

 

For

 

1E.

 

Appointment of Director: Neil Dimick, C.P.A.

 

Management

 

For

 

For

 

1F.

 

Appointment of Director: Melina Higgins

 

Management

 

For

 

For

 

1G.

 

Appointment of Director: Harry A. Korman

 

Management

 

For

 

For

 

1H.

 

Appointment of Director: Rajiv Malik

 

Management

 

For

 

For

 

1I.

 

Appointment of Director: Richard Mark, C.P.A.

 

Management

 

For

 

For

 

1J.

 

Appointment of Director: Mark W. Parrish

 

Management

 

For

 

For

 

1K.

 

Appointment of Director: Pauline van der Meer Mohr

 

Management

 

For

 

For

 

1L.

 

Appointment of Director: Randall L. (Pete) Vanderveen, Ph.D.

 

Management

 

For

 

For

 

1M.

 

Appointment of Director: Sjoerd S. Vollebregt

 

Management

 

For

 

For

 

2.

 

Approval, on an advisory basis, of the compensation of the named executive officers of the Company

 

Management

 

For

 

For

 

3.

 

Adoption of the Dutch annual accounts for fiscal year 2018

 

Management

 

For

 

For

 

4.

 

Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2019

 

Management

 

For

 

For

 

5.

 

Instruction to Deloitte Accountants B.V. for the audit of the Company’s Dutch statutory annual accounts for fiscal year 2019

 

Management

 

For

 

For

 

6.

 

Authorization of the Board to acquire shares in the capital of the Company

 

Management

 

For

 

For

 

7.

 

Delegation to the Board of the authority to issue ordinary shares and grant rights to subscribe for ordinary shares in the capital of the Company and to exclude or restrict pre-emptive rights

 

Management

 

For

 

For

 

8.

 

SHAREHOLDER VIEW ON DISCUSSION ITEM ONLY – indication of support for amending Company clawback policy similar to that suggested in the shareholder proposal(Agenda Item 10)

 

Shareholder

 

Against

 

 

 

 

MYOKARDIA, INC.

 

Security

62857M105

Meeting Type

Annual

Ticker Symbol

MYOK

Meeting Date

13-Jun-2019

Record Date

15-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Sunil Agarwal, M.D.

 

 

 

For

 

For

 

 

 

2

Kimberly Popovits

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

To recommend, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

 

Management

 

For

 

For

 

4.

 

To recommend, on a non-binding advisory basis, the frequency of future non-binding stockholder advisory votes to approve the compensation of the Company’s named executive officers.

 

Management

 

1 Year

 

For

 

 

 

NEKTAR THERAPEUTICS

 

Security

640268108

Meeting Type

Annual

Ticker Symbol

NKTR

Meeting Date

12-Jun-2019

Record Date

15-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: R. Scott Greer

 

Management

 

For

 

For

 

1b.

 

Election of Director: Lutz Lingnau

 

Management

 

For

 

For

 

2.

 

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

To approve a non-binding advisory resolution regarding our executive compensation (a “say-on-pay” vote).

 

Management

 

For

 

For

 

 

NEUROCRINE BIOSCIENCES, INC.

 

Security

64125C109

Meeting Type

Annual

Ticker Symbol

NBIX

Meeting Date

22-May-2019

Record Date

29-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Richard F. Pops

 

 

 

For

 

For

 

 

 

2

Stephen A. Sherwin, M.D

 

 

 

For

 

For

 

2.

 

Advisory vote to approve the compensation paid to the Company’s named executive officers.

 

Management

 

For

 

For

 

3.

 

To approve an amendment to the Company’s 2011 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder from 19,000,000 to 21,000,000.

 

Management

 

For

 

For

 

4.

 

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

 

NOVOCURE LIMITED

 

Security

G6674U108

Meeting Type

Annual

Ticker Symbol

NVCR

Meeting Date

22-May-2019

Record Date

19-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Jeryl L. Hilleman

 

Management

 

For

 

For

 

1B.

 

Election of Director: Kinyip Gabriel Leung

 

Management

 

For

 

For

 

2.

 

The approval and ratification of the appointment, by the Audit Committee of our Board of Directors, of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the auditor and independent registered public accounting firm of the Company for the Company’s fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

A non-binding advisory vote to approve executive compensation.

 

Management

 

For

 

For

 

 

OCULIS SA

 

Security

N/A

Meeting Type

Annual

Ticker Symbol

N/A

Meeting Date

28-Jun-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of Annual Report including Financial Statements

 

Management

 

For

 

For

 

2

 

Appropriation of Balance Sheet Results 2018

 

Management

 

For

 

For

 

3

 

Discharge of the Members of the Board and Management

 

Management

 

For

 

For

 

4

 

Re-Election / Election of the board of Directors

 

Management

 

For

 

For

 

5

 

Election of the Auditors

 

Management

 

For

 

For

 

 

 

OVID THERAPEUTICS INC.

 

Security

690469101

Meeting Type

Annual

Ticker Symbol

OVID

Meeting Date

07-Jun-2019

Record Date

10-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class II Director: Bart Friedman

 

Management

 

For

 

For

 

2.

 

Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

PFIZER INC.

 

Security

717081103

Meeting Type

Annual

Ticker Symbol

PFE

Meeting Date

25-Apr-2019

Record Date

26-Feb-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Ronald E. Blaylock

 

Management

 

For

 

For

 

1b.

 

Election of Director: Albert Bourla

 

Management

 

For

 

For

 

1c.

 

Election of Director: W. Don Cornwell

 

Management

 

For

 

For

 

1d.

 

Election of Director: Joseph J. Echevarria

 

Management

 

For

 

For

 

1e.

 

Election of Director: Helen H. Hobbs

 

Management

 

For

 

For

 

1f.

 

Election of Director: James M. Kilts

 

Management

 

For

 

For

 

1g.

 

Election of Director: Dan R. Littman

 

Management

 

For

 

For

 

1h.

 

Election of Director: Shantanu Narayen

 

Management

 

For

 

For

 

1i.

 

Election of Director: Suzanne Nora Johnson

 

Management

 

For

 

For

 

1j.

 

Election of Director: Ian C. Read

 

Management

 

For

 

For

 

1k.

 

Election of Director: James C. Smith

 

Management

 

For

 

For

 

2.

 

Ratify the selection of KPMG LLP as independent registered public accounting firm for 2019

 

Management

 

For

 

For

 

3.

 

2019 Advisory approval of executive compensation

 

Management

 

For

 

For

 

4.

 

Approval of the Pfizer Inc. 2019 Stock Plan

 

Management

 

For

 

For

 

5.

 

Shareholder proposal regarding right to act by written consent

 

Shareholder

 

Against

 

For

 

6.

 

Shareholder proposal regarding report on lobbying activities

 

Shareholder

 

Against

 

For

 

7.

 

Shareholder proposal regarding independent chair policy

 

Shareholder

 

For

 

Against

 

8.

 

Shareholder proposal regarding integrating drug pricing into executive compensation policies and programs

 

Shareholder

 

Against

 

For

 

 

 

PORTOLA PHARMACEUTICALS, INC.

 

Security

737010108

Meeting Type

Annual

Ticker Symbol

PTLA

Meeting Date

13-Jun-2019

Record Date

17-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Laura Brege

 

 

 

For

 

For

 

 

 

2

Scott Garland

 

 

 

For

 

For

 

 

 

3

Hollings Renton

 

 

 

For

 

For

 

2.

 

To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement.

 

Management

 

For

 

For

 

3.

 

To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

PRA HEALTH SCIENCES, INC.

 

Security

69354M108

Meeting Type

Annual

Ticker Symbol

PRAH

Meeting Date

03-Jun-2019

Record Date

10-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jeffrey T. Barber

 

 

 

For

 

For

 

 

 

2

Linda S. Grais, M.D.

 

 

 

For

 

For

 

2.

 

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2019.

 

Management

 

For

 

For

 

3.

 

Approval, in a non-binding advisory vote, of the compensation paid to the Company’s named executive officers.

 

 

 

 

 

For

 

 

 

PROTAGONIST THERAPEUTICS INC

 

Security

74366E102

Meeting Type

Annual

Ticker Symbol

PTGX

Meeting Date

07-Jun-201 9

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Harold E. Selick, Ph.D.

 

 

 

For

 

For

 

 

 

2

Bryan Giraudo

 

 

 

For

 

For

 

2.

 

To ratify the selection by the Audit Committee of the Board of PricewaterhouseCoopers LLP as Protagonist Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

PTC THERAPEUTICS, INC.

 

Security

69366J200

Meeting Type

Annual

Ticker Symbol

PTCT

Meeting Date

12-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Allan Jacobson, Ph.D.

 

 

 

For

 

For

 

 

 

2

David P. Southwell

 

 

 

For

 

For

 

 

 

3

Dawn Svoronos

 

 

 

For

 

For

 

2.

 

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Advisory vote to approve named executive officer compensation.

 

Management

 

For

 

For

 

 

 

PUMA BIOTECHNOLOGY, INC.

 

Security

74587V107

Meeting Type

Annual

Ticker Symbol

PBYI

Meeting Date

10-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Alan H. Auerbach

 

 

 

For

 

For

 

 

 

2

Michael P. Miller

 

 

 

For

 

For

 

 

 

3

Jay M. Moyes

 

 

 

For

 

For

 

 

 

4

Adrian M. Senderowicz

 

 

 

For

 

For

 

 

 

5

Troy E. Wilson

 

 

 

For

 

For

 

 

 

6

Frank E. Zavrl

 

 

 

For

 

For

 

2.

 

Ratification of the selection of KPMG LLP as independent registered public accounting firm of Puma Biotechnology, Inc. for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Advisory (non-binding) vote to approve the compensation of Puma Biotechnology, Inc.’s named executive officers.

 

Management

 

For

 

For

 

 

RAINIER THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

30-Jan-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Authorization and Approval of Note Financing

 

Management

 

For

 

For

 

2

 

Waiver of Anti-Dilution Rights

 

Management

 

For

 

For

 

3

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

RAINIER THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

23-Apr-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Amendment of Certificate of Incorporation

 

Management

 

For

 

For

 

2

 

Amendment and Restatement of 2013 Stock Option and Grant Plan

 

Management

 

For

 

For

 

3

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

 

REGENERON PHARMACEUTICALS, INC.

 

Security

75886F107

Meeting Type

Annual

Ticker Symbol

RMD

Meeting Date

14-Jun-2019

Record Date

17-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Bonnie L. Bassler, Ph.D.

 

Management

 

For

 

For

 

1b.

 

Election of Director: Michael S. Brown, M.D.

 

Management

 

For

 

For

 

1c.

 

Election of Director: Leonard S. Schleifer, M.D., Ph.D.

 

Management

 

For

 

For

 

1d.

 

Election of Director: George D. Yancopoulos, M.D., Ph.D.

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

RESMED INC.

 

Security

761152107

Meeting Type

Annual

Ticker Symbol

RMD

Meeting Date

15-Nov-2018

Record Date

17-Sep-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of director to serve until our 2021 annual meeting: Peter Farrell

 

Management

 

For

 

For

 

1b.

 

Election of director to serve until our 2021 annual meeting: Harjit Gill

 

Management

 

For

 

For

 

1c.

 

Election of director to serve until our 2021 annual meeting: Ron Taylor

 

Management

 

For

 

For

 

2.

 

Ratify our selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2019.

 

Management

 

For

 

For

 

3.

 

Approve an amendment to the ResMed Inc. 2009 Employee Stock Purchase Plan, which increases the number of shares authorized for issue under the plan by 2 million shares, from 4.2 million shares to 6.2 million shares, and extends the term of the plan through November 15, 2028.

 

Management

 

For

 

For

 

4.

 

Approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in this proxy statement (“say-on-pay”).

 

Management

 

For

 

For

 

 

 

RHYTHM PHARMACEUTICALS

 

Security

76243J105

Meeting Type

Annual

Ticker Symbol

RYTM

Meeting Date

19-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Jennifer Good

 

Management

 

For

 

For

 

1.2

 

Election of Director: Todd Foley

 

Management

 

For

 

For

 

1.3

 

Election of Director: Ed Mathers

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ended December 31, 2019.

 

Management

 

For

 

For

 

 

SAGE THERAPEUTICS, INC.

 

Security

78667J108

Meeting Type

Annual

Ticker Symbol

SAGE

Meeting Date

05-Jun-2019

Record Date

08-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Kevin P. Starr

 

 

 

For

 

For

 

 

 

2

James M. Frates

 

 

 

For

 

For

 

 

 

3

George Golumbeski, Ph.D

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

To hold a non binding advisory vote to approve the compensation paid to our named executive officers.

 

Management

 

For

 

For

 

 

 

SANGAMO THERAPEUTICS, INC.

 

Security

800677106

Meeting Type

Annual

Ticker Symbol

SGMO

Meeting Date

10-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

H. Stewart Parker

 

 

 

For

 

For

 

 

 

2

Robert F. Carey

 

 

 

For

 

For

 

 

 

3

Stephen G. Dilly

 

 

 

For

 

For

 

 

 

4

Alexander D. Macrae

 

 

 

For

 

For

 

 

 

5

Saira Ramasastry

 

 

 

For

 

For

 

 

 

6

Karen L. Smith

 

 

 

For

 

For

 

 

 

7

Joseph S. Zakrzewski

 

 

 

For

 

For

 

2.

 

To approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

 

SAREPTA THERAPEUTICS INC.

 

Security

803607100

Meeting Type

Annual

Ticker Symbol

SRPT

Meeting Date

06-Jun-2019

Record Date

11-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

Election of Director: Richard J. Barry

 

Management

 

For

 

For

 

1B

 

Election of Director: M. Kathleen Behrens, Ph.D.

 

Management

 

For

 

For

 

1C

 

Election of Director: Claude Nicaise, M.D.

 

Management

 

For

 

For

 

2.

 

Advisory Vote To Approve, On A Non-Binding Basis, Named Executive Officer Compensation.

 

Management

 

For

 

For

 

3.

 

Approval Of An Amendment To The Amended And Restated 2013 Employee Stock Purchase Plan (The “2013 Espp”) To Increase The Number of Shares Of Common Stock Authorized For Issuance Under The 2013 Espp By 500,000 Shares to 1,100,000, And To Extend the 2013 Espp’s Term Until April 22, 2029

 

Management

 

For

 

For

 

4.

 

Ratification Of KPMG LLP As Independent Registered Public Accounting Firm For The Year Ending December 31, 2019

 

Management

 

For

 

For

 

 

 

SEATTLE GENETICS, INC.

 

Security

812578102

Meeting Type

Annual

Ticker Symbol

SGEN

Meeting Date

20-May-20 19

Record Date

22-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Srinivas Akkaraju

 

 

 

For

 

For

 

 

 

2

Marc Lippman

 

 

 

For

 

For

 

 

 

3

Daniel Welch

 

 

 

For

 

For

 

2.

 

To ratify the appointment 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 the amendment and restatement of the Seattle Genetics, Inc. Amended and Restated 2000 Employee Stock Purchase Plan, or the ESPP, to increase the aggregate number of shares of common stock authorized for issuance thereunder by 1,000,000 shares and to allow for the participation in the ESPP by the Company’s non-U.S. based employees.

 

Management

 

For

 

For

 

4.

 

Advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement.

 

Management

 

For

 

For

 

 

 

SPECTRUM PHARMACEUTICALS, INC.

 

Security

84763A108

Meeting Type

Annual

Ticker Symbol

SPPI

Meeting Date

19-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: William L. Ashton

 

Management

 

For

 

For

 

1.2

 

Election of Director: Raymond W. Cohen

 

Management

 

For

 

For

 

1.3

 

Election of Director: Elizabeth A. Czerepak

 

Management

 

For

 

For

 

1.4

 

Election of Director: Joseph W. Turgeon

 

Management

 

For

 

For

 

1.5

 

Election of Director: Jeffrey L. Vacirca

 

Management

 

For

 

For

 

1.6

 

Election of Director: Dolatrai M. Vyas

 

Management

 

For

 

For

 

1.7

 

Election of Director: Bernice R. Welles

 

Management

 

For

 

For

 

2.

 

To approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis section of the Proxy Statement.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

 

STRYKER CORPORATION

 

Security

863667101

Meeting Type

Annual

Ticker Symbol

SYK

Meeting Date

01-May-2019

Record Date

04-Mar-2019

 

 

 

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

 

 

SUTRO BIOPHARMA, INC.

 

Security

869367102

Meeting Type

Annual

Ticker Symbol

STRO

Meeting Date

07-Jun-2019

Record Date

16-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Michael Dybbs, Ph.D.

 

 

 

For

 

For

 

 

 

2

John G. Freund, M.D.

 

 

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

 

 

SYNEOS HEALTH, INC.

 

Security

87166B102

Meeting Type

Annual

Ticker Symbol

SYNH

Meeting Date

24-May-2019

Record Date

27-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Todd Abbrecht

 

Management

 

For

 

For

 

1b.

 

Election of Director: John M. Dineen

 

Management

 

For

 

For

 

1c.

 

Election of Director: William E. Klitgaard

 

Management

 

For

 

For

 

1d.

 

Election of Director: John Maldonado

 

Management

 

For

 

For

 

2.

 

To approve on an advisory (nonbinding) basis our executive compensation.

 

Management

 

For

 

For

 

3.

 

To ratify the appointment of the Company’s independent auditors Deloitte & Touche LLP.

 

Management

 

For

 

For

 

 

TETRAPHASE PHARMACEUTICALS, INC.

 

Security

88165N105

Meeting Type

Annual

Ticker Symbol

TTPH

Meeting Date

10-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Garen Bohlin

 

 

 

For

 

For

 

 

 

2

John Freund

 

 

 

For

 

For

 

2.

 

To amend our 2014 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance under our 2014 Employee Stock Purchase Plan from 300,000 to 600,000.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

4.

 

To approve, on a non-binding advisory basis, the compensation of our named executive officers.

 

Management

 

For

 

For

 

 

 

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

 

Security

881624209

Meeting Type

Annual

Ticker Symbol

TEVA

Meeting Date

11-Jun-2019

Record Date

02-May-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Amir Elstein

 

Management

 

For

 

For

 

1b.

 

Election of Director: Roberto A. Mignone

 

Management

 

For

 

For

 

1c.

 

Election of Director: Dr. Perry D. Nisen

 

Management

 

For

 

For

 

2.

 

To Approve, on a Non-Binding Advisory Basis, the Compensation for Teva’s Named Executive Officers.

 

Management

 

For

 

For

 

3.

 

To Approve an Amended Compensation Policy with respect to the Terms of Office and Employment of Teva’s Executive Officers and Directors.

 

Management

 

For

 

For

 

3a.

 

Regarding proposal 3, please indicate when you vote whether or not you are a “controlling shareholder” of Teva and whether or not you have a personal benefit or other interest in this proposal IMPORTANT NOTE: if you do not complete this section, or if you indicate that you are a controlling shareholder or that you have a personal benefit or other interest in the proposal, your vote on proposal 3 will not be counted for purposes of the Disinterested Majority. MARK ‘FOR’ = YES OR ‘AGAINST’ = NO.

 

Management

 

Against

 

 

 

4a.

 

Director Compensation: To Approve the Compensation to be Provided to Teva’s Non-Employee Directors.

 

Management

 

For

 

For

 

4b.

 

Director Compensation: To Approve the Compensation to be Provided to Teva’s Non-Executive Chairman of the Board.

 

Management

 

For

 

For

 

5.

 

To Appoint Kesselman & Kesselman, a Member of PricewaterhouseCoopers International Ltd., as Teva’s Independent Registered Public Accounting Firm until Teva’s 2020 Annual Meeting of Shareholders.

 

Management

 

For

 

For

 

 

THE MEDICINES COMPANY

 

Security

584688105

Meeting Type

Annual

Ticker Symbol

MDCO

Meeting Date

30-May-2019

Record Date

11-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Alexander J. Denner

 

Management

 

For

 

For

 

1B.

 

Election of Director: Geno J. Germano

 

Management

 

For

 

For

 

1C.

 

Election of Director: John C. Kelly

 

Management

 

For

 

For

 

1D.

 

Election of Director: Clive A. Meanwell

 

Management

 

For

 

For

 

1E.

 

Election of Director: Paris Panayiotopoulos

 

Management

 

For

 

For

 

1F.

 

Election of Director: Sarah J. Schlesinger

 

Management

 

For

 

For

 

1G.

 

Election of Director: Mark Timney

 

Management

 

For

 

For

 

2.

 

Approve, in an advisory vote, the compensation of our named executive officers as presented in the proxy statement.

 

Management

 

For

 

For

 

3.

 

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

 

THERACHON AG

 

Security

N/A

Meeting Type

Ordinary General Meeting

Ticker Symbol

N/A

Meeting Date

8-Apr-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Constitution of the meeting

 

Management

 

For

 

For

 

2.

 

Approval of the annual financial statements of the Company for the financial year ended December 31, 2018

 

Management

 

For

 

For

 

3.

 

Approval of the appropriation of the financial result 2018

 

Management

 

For

 

For

 

4.

 

Approval granting discharge to the members of the board of directors and officers from liability

 

Management

 

For

 

For

 

5.

 

Re-election of the board of directors

 

Management

 

For

 

For

 

6.

 

Re-election of the auditors

 

Management

 

For

 

For

 

7.

 

Approval of an increase of the conditional capital for purposes of employee, director and consultant participation to the amount of up to CHF 126,000, providing for the issuance of up to 4,200,000 registered shared (ordinary shares) with a par value of CHF 0.03 each, and amendment to the articles of association

 

Management

 

For

 

For

 

 

THERACHON AG

 

Security

N/A

Meeting Type

Ordinary General Meeting

Ticker Symbol

N/A

Meeting Date

3-May-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Constitution of the meeting

 

Management

 

For

 

For

 

2.

 

Approval of interim financial statements of the Company

 

Management

 

For

 

For

 

3.

 

Approval of the distribution of a dividend in kind in the form of all shares in the New HoldCo to the shareholders of the Company

 

Management

 

For

 

For

 

4.

 

Approval of granting discharge to the members of the board of directors and officers from liability for the period until the Closing Date

 

Management

 

For

 

For

 

5.

 

Approval of such other resolutions as may be required or useful in order to approve and give effect to the transactions contemplated by the Business Transfer Agreement or the Share Purchase Agreement

 

Management

 

For

 

For

 

 

 

THERMO FISHER SCIENTIFIC INC.

 

Security

883556102

Meeting Type

Annual

Ticker Symbol

TMO

Meeting Date

22-May-2019

Record Date

27-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Marc N. Casper

 

Management

 

For

 

For

 

1b.

 

Election of Director: Nelson J. Chai

 

Management

 

For

 

For

 

1c.

 

Election of Director: C. Martin Harris

 

Management

 

For

 

For

 

1d.

 

Election of Director: Tyler Jacks

 

Management

 

For

 

For

 

1e.

 

Election of Director: Judy C. Lewent

 

Management

 

For

 

For

 

1f.

 

Election of Director: Thomas J. Lynch

 

Management

 

For

 

For

 

1g.

 

Election of Director: Jim P. Manzi

 

Management

 

For

 

For

 

1h.

 

Election of Director: James C. Mullen

 

Management

 

For

 

For

 

1i.

 

Election of Director: Lars R. Sørensen

 

Management

 

For

 

For

 

1j.

 

Election of Director: Scott M. Sperling

 

Management

 

For

 

For

 

1k.

 

Election of Director: Elaine S. Ullian

 

Management

 

For

 

For

 

1l.

 

Election of Director: Dion J. Weisler

 

Management

 

For

 

For

 

2.

 

An advisory vote to approve named executive officer compensation.

 

Management

 

For

 

For

 

3.

 

Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2019.

 

Management

 

For

 

For

 

 

 

TRILLIUM THERAPEUTICS INC.

 

Security

89620X506

Meeting Type

Annual and Special Meeting

Ticker Symbol

TRIL

Meeting Date

27-Jun-2019

Record Date

17-May-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Mr. Luke Beshar

 

 

 

For

 

For

 

 

 

2

Dr. Robert Kirkman

 

 

 

For

 

For

 

 

 

3

Dr. Michael Moore

 

 

 

For

 

For

 

 

 

4

Dr. Thomas Reynolds

 

 

 

For

 

For

 

 

 

5

Dr. Robert Uger

 

 

 

For

 

For

 

 

 

6

Dr. Calvin Stiller

 

 

 

For

 

For

 

 

 

7

Dr. Helen Tayton-Martin

 

 

 

For

 

For

 

2

 

To reappoint Ernst & Young, LLP, Chartered Professional Accountants, Licensed Public Accountants, as auditors of the Corporation for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors.

 

Management

 

For

 

For

 

3

 

To consider, and if deemed advisable, to approve, with or without variation, a special resolution, the full text of which is set out in the accompanying management information circular dated May 17, 2019, to approve the potential consolidation of the Corporation’s issued and outstanding common shares on the basis of a ratio within a range of one post-consolidation Common Share for every 5 to 30 outstanding pre-consolidation Common Shares, at such time following the date of the Meeting if and as may be determined by the board of directors of the Corporation in its sole discretion, as more particularly described in the Circular.

 

Management

 

For

 

For

 

4

 

To consider, and if deemed advisable, to approve, with or without variation, a special resolution, the full text of which is set out in the Circular, to approve the continuance of the Corporation as a British Columbia corporation to be governed by the provisions of the Business Corporations Act (British Columbia).

 

Management

 

For

 

For

 

 

ULTRAGENYX PHARMACEUTICAL INC.

 

Security

90400D108

Meeting Type

Annual

Ticker Symbol

RARE

Meeting Date

11-Jun-2019

Record Date

15-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: William Aliski

 

Management

 

For

 

For

 

1b.

 

Election of Director: Lars Ekman, M.D., Ph.D.

 

Management

 

For

 

For

 

1c.

 

Election of Director: Matthew K. Fust

 

Management

 

For

 

For

 

2.

 

Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Advisory (non-binding) vote to approve the compensation of our named executive officers.

 

Management

 

For

 

For

 

 

 

UNITED THERAPEUTICS CORPORATION

 

Security

91307C102

Meeting Type

Annual

Ticker Symbol

UTHR

Meeting Date

26-Jun-2019

Record Date

30-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Christopher Causey

 

Management

 

For

 

For

 

1b.

 

Election of Director: Richard Giltner

 

Management

 

For

 

For

 

1c.

 

Election of Director: Nilda Mesa

 

Management

 

For

 

For

 

1d.

 

Election of Director: Judy Olian

 

Management

 

For

 

For

 

2.

 

Advisory resolution to approve executive compensation.

 

Management

 

For

 

For

 

3.

 

Approval of the amendment and restatement of the United Therapeutics Corporation 2015 Stock Incentive Plan.

 

Management

 

For

 

For

 

4.

 

Ratification of the appointment of Ernst & Young LLP as United Therapeutics Corporation’s independent registered public accounting firm for 2019.

 

Management

 

For

 

For

 

5.

 

Shareholder proposal requesting declassification of the Board of Directors, if properly presented.

 

Shareholder

 

For

 

For

 

 

UNITEDHEALTH GROUP INCORPORATED

 

Security

91324P102

Meeting Type

Annual

Ticker Symbol

UNH

Meeting Date

03-Jun-2019

Record Date

09-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: William C. Ballard, Jr.

 

Management

 

For

 

For

 

1b.

 

Election of Director: Richard T. Burke

 

Management

 

For

 

For

 

1c.

 

Election of Director: Timothy P. Flynn

 

Management

 

For

 

For

 

1d.

 

Election of Director: Stephen J. Hemsley

 

Management

 

For

 

For

 

1e.

 

Election of Director: Michele J. Hooper

 

Management

 

For

 

For

 

1f.

 

Election of Director: F. William McNabb III

 

Management

 

For

 

For

 

1g.

 

Election of Director: Valerie C. Montgomery Rice, M.D.

 

Management

 

For

 

For

 

1h.

 

Election of Director: John H. Noseworthy, M.D.

 

Management

 

For

 

For

 

1i.

 

Election of Director: Glenn M. Renwick

 

Management

 

For

 

For

 

1j.

 

Election of Director: David S. Wichmann

 

Management

 

For

 

For

 

1k.

 

Election of Director: Gail R. Wilensky, Ph.D.

 

Management

 

For

 

For

 

2.

 

Advisory approval of the Company’s executive compensation.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

4.

 

The shareholder proposal set forth in the proxy statement requesting an amendment to the proxy access bylaw, if properly presented at the 2019 Annual Meeting of Shareholders.

 

Shareholder

 

Against

 

For

 

 

 

VENITI, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

3-Aug-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Adoption and Approval of Amendment to Merger Agreement

 

Management

 

For

 

For

 

2

 

Waiver of Appraisal and Dissenters’ Rights

 

Management

 

For

 

For

 

3

 

Waiver of Notice

 

Management

 

For

 

For

 

4

 

Termination of Certain Agreements

 

Management

 

For

 

For

 

5

 

Omnibus Resolutions

 

Management

 

For

 

For

 

 

VERTEX PHARMACEUTICALS INCORPORATED

 

Security

92532F100

Meeting Type

Annual

Ticker Symbol

VRTX

Meeting Date

05-Jun-2019

Record Date

10-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Sangeeta Bhatia

 

Management

 

For

 

For

 

1.2

 

Election of Director: Lloyd Carney

 

Management

 

For

 

For

 

1.3

 

Election of Director: Terrence Kearney

 

Management

 

For

 

For

 

1.4

 

Election of Director: Yuchun Lee

 

Management

 

For

 

For

 

1.5

 

Election of Director: Jeffrey Leiden

 

Management

 

For

 

For

 

1.6

 

Election of Director: Bruce Sachs

 

Management

 

For

 

For

 

2.

 

Amendment and restatement of our 2013 Stock and Option Plan to, among other things, increase the number of shares available under the plan by 5.0 million shares.

 

Management

 

For

 

For

 

3.

 

Amendment and restatement of our 2013 Employee Stock Purchase Plan to, among other things, increase the number of shares available under the plan by 2.0 million shares.

 

Management

 

For

 

For

 

4.

 

Ratification of Ernst & Young LLP as our Independent Registered Public Accounting firm for the year ending December 31, 2019.

 

Management

 

For

 

For

 

5.

 

Advisory vote on named executive officer compensation.

 

Management

 

For

 

For

 

6.

 

Shareholder proposal, if properly presented at the meeting, requesting annual reporting on the integration of risks relating to drug prices into our executive compensation program.

 

Shareholder

 

Against

 

For

 

7.

 

Shareholder proposal, if properly presented at the meeting, requesting that we prepare a report on our policies and activities with respect to lobbying.

 

Shareholder

 

Against

 

For

 

 

 

VIKING THERAPEUTICS INC

 

Security

92686J106

Meeting Type

Annual

Ticker Symbol

VKTX

Meeting Date

23-May-2019

Record Date

01-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Matthew W. Foehr

 

 

 

For

 

For

 

 

 

2

Charles A. Rowland, Jr.

 

 

 

For

 

For

 

2.

 

Ratification Of The Selection of Marcum LLP As The Company’s Independent Registered Public Accounting Firm For Its Fiscal Year Ending December 31, 2019.

 

Management

 

For

 

For

 

 

XENCOR INC

 

Security

98401F105

Meeting Type

Annual

Ticker Symbol

XNCR

Meeting Date

26-Jun-2019

Record Date

29-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Dr. Kevin C. Gorman

 

 

 

For

 

For

 

 

 

2

Dr. A Bruce Montgomery

 

 

 

For

 

For

 

 

 

3

Dr. Bassil I. Dahiyat

 

 

 

For

 

For

 

 

 

4

Mr. Kurt Gustafson

 

 

 

For

 

For

 

 

 

5

Mr. Yujiro S. Hata

 

 

 

For

 

For

 

 

 

6

Mr. Richard Ranieri

 

 

 

For

 

For

 

 

 

7

Dr. Ellen G. Feigal

 

 

 

For

 

For

 

2.

 

Proposal to ratify RSM US LLP as the independent public accounting firm for 2019

 

Management

 

For

 

For

 

3.

 

Proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy materials

 

Management

 

For

 

For

 

 

 

ZOETIS INC.

 

Security

98978V103

Meeting Type

Annual

Ticker Symbol

ZTS

Meeting Date

15-May-2019

Record Date

21-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Juan Ramon Alaix

 

Management

 

For

 

For

 

1.2

 

Election of Director: Paul M. Bisaro

 

Management

 

For

 

For

 

1.3

 

Election of Director: Frank A. D'Amelio

 

Management

 

For

 

For

 

1.4

 

Election of Director: Michael B. McCallister

 

Management

 

For

 

For

 

2.

 

Advisory vote to approve our executive compensation (Say on Pay)

 

Management

 

For

 

For

 

3.

 

Ratification of appointment of KPMG LLP as our independent registered public accounting firm for 2019.

 

Management

 

For

 

For

 

 

ZOGENIX, INC.

 

Security

98978L204

Meeting Type

Annual

Ticker Symbol

ZGNX

Meeting Date

22-May-2019

Record Date

26-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Erle T. Mast

 

Management

 

For

 

For

 

1B.

 

Election of Director: Renee P. Tannenbaum, Pharm D.

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Approval, on an advisory basis, of the compensation of the named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

 

Management

 

For

 

For

 

4.

 

Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 50,000,000 to 100,000,000.

 

Management

 

For

 

For

 

5.

 

Approval of an amendment and restatement of the Company’s 2010 Equity Incentive Award Plan.

 

Management

 

Against

 

Against

 

 

 

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)

 

Tekla Healthcare Investors

 

 

 

 

By (Signature and Title)*

 

 

 

 

 

 

/s/ Daniel R. Omstead

 

 

(Daniel R. Omstead, President)

 

 

 

 

Date

 

8/15/19

 

 

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

 

2