Form N-PX Investment Managers Seri For: Jun 30

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM N-PX

 

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT

INVESTMENT COMPANY

 

Investment Company Act file number 811-22894

 

INVESTMENT MANAGERS SERIES TRUST II

(Exact name of registrant as specified in charter)

 

235 W. Galena Street, Milwaukee, WI	53212
(Address of principal executive offices)	(Zip code)

 

Diane J. Drake

Mutual Fund Administration, LLC

2220 E. Route 66, Suite 226

Glendora, California 91740

(Name and address of agent for service)

 

Registrant's telephone number, including area code: (626) 385-5777

 

Date of fiscal year end:  September 30

 

Date of reporting period:  July 1, 2021 - June 30, 2022

 

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 (17 CFR 239.24 and 274.5) 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. § 3507.

 

 

ITEM 1. PROXY VOTING RECORD.

 

Form N-PX	Proxy Voting Records
Fund Name:	AXS Merger Fund
Reporting Period:	07/1/2021 to 6/30/2022

 

 

 

Investment Company Report

 

W.R. GRACE & CO.

Security

38388F108

Meeting Type

Annual

Ticker Symbol

GRA

Meeting Date

07-Jul-2021

ISIN

US38388F1084

Agenda

935445228 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.1

Election of Class I Director (Term expiring 2024): Hudson La Force

Management

For

For

For

1.2

Election of Class I Director (Term expiring 2024): Mark E. Tomkins

Management

Against

For

Against

2.

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.

Management

Against

For

Against

3.

Advisory vote to approve the compensation of Grace's named executive officers, as described in our proxy materials.

Management

Against

For

Against

4.

Advisory vote on the frequency of the advisory vote to approve named executive officer compensation.

Management

1 Year

1 Year

For

ORBCOMM INC.

Security

68555P100

Meeting Type

Special

Ticker Symbol

ORBC

Meeting Date

08-Jul-2021

ISIN

US68555P1003

Agenda

935455255 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Agreement and Plan of Merger, dated as of April 7, 2021, by and among ORBCOMM Inc., GI DI Orion Acquisition Inc, a Delaware corporation, and GI DI Orion Merger Sub Inc, as the same may be amended (the "Merger Proposal").

Management

For

For

For

2.

To approve the compensation proposal of ORBCOMM Inc.'s named executive officers on an advisory (non-binding) basis (the "Compensation Proposal").

Management

For

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 Merger Proposal or in the absence of a quorum.

Management

For

For

For

KNOLL, INC.

Security

498904200

Meeting Type

Special

Ticker Symbol

KNL

Meeting Date

13-Jul-2021

ISIN

US4989042001

Agenda

935463466 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Agreement and Plan of Merger, dated as of April 19, 2021 (which, as it may be amended from time to time, we refer to as the "merger agreement"), among Herman Miller, Inc., Heat Merger Sub, Inc. and Knoll, Inc. (which we refer to as the "Knoll merger proposal").

Management

For

For

For

2.

To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Knoll's named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement

Management

For

For

For

3.

To adjourn the Knoll special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Knoll special meeting to approve the Knoll merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Knoll stockholders.

Management

For

For

For

BROOKFIELD PROPERTY PARTNERS L.P.

Security

G16249107

Meeting Type

Special

Ticker Symbol

BPY

Meeting Date

16-Jul-2021

ISIN

BMG162491077

Agenda

935463404 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1

To consider, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated June 7, 2021, as the same may be varied (the "Interim Order"), and, if deemed advisable, approve, with or without variation, a resolution of holders (the "BPY Unitholders") of limited partnership units (the "BPY Units") of Brookfield Property Partners L.P. ("BPY"), the full text of which is attached as Appendix C to the accompanying circular/prospectus (the "Document"), to approve an arrangement (the "Arrangement") pursuant to section 182 of the Business Corporations Act (Ontario) as amended, being made pursuant to an Arrangement Agreement dated March 31, 2021, by and among Brookfield Asset Management Inc. ("BAM"), as more particularly described in the information circular.

Management

For

For

For

2

To consider and, if deemed advisable, approve, with or without variation, a resolution of BPY Unitholders to amend (the "BPY LPA Amendment" and together with the Arrangement and the transactions contemplated by the BPY LPA Amendment and the Arrangement, the "Transaction") the second amended and restated limited partnership agreement dated August 8, 2013, as amended, of BPY to provide for the Arrangement and the grant of dissent rights to registered BPY Unitholders in connection with the Transaction, the full text of which is attached as Appendix C to the Document.

Management

For

For

For

PROOFPOINT, INC.

Security

743424103

Meeting Type

Special

Ticker Symbol

PFPT

Meeting Date

23-Jul-2021

ISIN

US7434241037

Agenda

935464038 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Agreement and Plan of Merger, dated as of April 25, 2021 (the "Merger Agreement"), by and among Proofpoint, Inc. ("Proofpoint"), Proofpoint Parent, LLC (f/k/a Project Kafka Parent, LLC) and Project Kafka Merger Sub, Inc., a wholly owned subsidiary of Parent.

Management

For

For

For

2.

To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Proofpoint's named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement.

Management

Against

For

Against

3.

To adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the special meeting.

Management

For

For

For

DOMTAR CORPORATION

Security

257559203

Meeting Type

Special

Ticker Symbol

UFS

Meeting Date

29-Jul-2021

ISIN

US2575592033

Agenda

935470029 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

Approve the Agreement and Plan of Merger, dated as of May 10, 2021, (as it may be further amended, modified or supplemented from time to time, the "merger agreement"), by and among Domtar Corporation ("Company"), Karta Halten B. V., ("Parent"), Pearl Merger Sub Inc. ("Merger Sub"), Paper Excellence B.V., ("PE"), and Hervey Investments B.V., ("HI" and, together with Parent and PE, the "Parent Parties" ), pursuant to which Merger Sub will be merged with and into the Company (the "merger"), with the Company surviving as a wholly owned subsidiary of Parent.

Management

For

For

For

2.

Approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the merger.

Management

For

For

For

3.

Approve a proposal to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

Management

For

For

For

XILINX, INC.

Security

983919101

Meeting Type

Annual

Ticker Symbol

XLNX

Meeting Date

04-Aug-2021

ISIN

US9839191015

Agenda

935463860 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.1

Election of Director: Dennis Segers

Management

For

For

For

1.2

Election of Director: Raman K. Chitkara

Management

For

For

For

1.3

Election of Director: Saar Gillai

Management

For

For

For

1.4

Election of Director: Ronald S. Jankov

Management

For

For

For

1.5

Election of Director: Mary Louise Krakauer

Management

For

For

For

1.6

Election of Director: Thomas H. Lee

Management

For

For

For

1.7

Election of Director: Jon A. Olson

Management

For

For

For

1.8

Election of Director: Victor Peng

Management

For

For

For

1.9

Election of Director: Elizabeth W. Vanderslice

Management

For

For

For

2.

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

Management

For

For

For

3.

Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered accounting firm for fiscal 2022.

Management

Against

For

Against

GREAT CANADIAN GAMING CORPORATION

Security

389914102

Meeting Type

Annual and Special Meeting

Ticker Symbol

GCGMF

Meeting Date

04-Aug-2021

ISIN

CA3899141020

Agenda

935469139 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1

To fix the number of Directors at five (5).

Management

For

For

For

2

DIRECTOR

Management

1

Peter G. Meredith

Withheld

For

Against

2

Mark A. Davis

For

For

For

3

Elizabeth L. DelBianco

For

For

For

4

Thomas W. Gaffney

Withheld

For

Against

5

Karen A. Keilty

For

For

For

3

To re-appoint Deloitte LLP, as the Company's Auditor to serve until the close of the next annual meeting of shareholders, at a remuneration to be fixed by the directors.

Management

For

For

For

4

To consider and approve a non-binding advisory ordinary resolution on the Company's approach to Executive Compensation (Say on Pay), as described in the Company's Information Circular.

Management

Against

For

Against

5

By ordinary resolution to ratify, confirm and approve the Company's 2007 Share Option Plan and approve for grant, all currently available and unallocated options issuable under the Company's 2007 Share Option Plan, as described in the Company's Information Circular.

Management

Against

For

Against

CADENCE BANCORPORATION

Security

12739A100

Meeting Type

Special

Ticker Symbol

CADE

Meeting Date

09-Aug-2021

ISIN

US12739A1007

Agenda

935473962 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

Adoption of the Agreement and Plan of Merger, dated as of April 12, 2021 and amended as of May 27, 2021, by and between Cadence Bancorporation ("Cadence") and BancorpSouth Bank (the "merger proposal").

Management

For

For

For

2.

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

Management

For

For

For

3.

Adjournment of the Cadence special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/ offering circular is timely provided to holders of Cadence common stock.

Management

For

For

For

VEREIT, INC.

Security

92339V308

Meeting Type

Special

Ticker Symbol

VER

Meeting Date

12-Aug-2021

ISIN

US92339V3087

Agenda

935473986 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

A proposal to approve the merger of VEREIT, Inc. ("VEREIT") with and into Rams MD Subsidiary I, Inc. ("Merger Sub 1"), with Merger Sub 1 continuing its existence as a wholly owned subsidiary of Realty Income Corporation ("Realty Income"), on the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of April 29, 2021 (as amended from time to time, the "Merger Agreement"), by and among VEREIT, VEREIT Operating Partnership, L.P., Realty Income, Merger Sub 1 and Rams Acquisition Sub II, LLC (the "VEREIT Merger Proposal").

Management

For

For

For

2.

A proposal to approve, by advisory (non- binding) vote, the compensation that may be paid or become payable to the named executive officers of VEREIT in connection with the merger of VEREIT with and into Merger Sub 1.

Management

For

For

For

3.

A proposal to approve the adjournment of the VEREIT Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the VEREIT Merger Proposal, if there are insufficient votes at the time of such adjournment to approve such proposal.

Management

For

For

For

CLOUDERA, INC.

Security

18914U100

Meeting Type

Special

Ticker Symbol

CLDR

Meeting Date

25-Aug-2021

ISIN

US18914U1007

Agenda

935477263 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To approve the adoption of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 1, 2021, by and among Sky Parent Inc., Project Sky Merger Sub Inc., and Cloudera, Inc. ("Cloudera").

Management

For

For

For

2.

To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Cloudera's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.

Management

Against

For

Against

3.

To adjourn the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal 1 at the time of the special meeting.

Management

For

For

For

QTS REALTY TRUST, INC.

Security

74736A103

Meeting Type

Special

Ticker Symbol

QTS

Meeting Date

26-Aug-2021

ISIN

US74736A1034

Agenda

935477403 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To approve the merger of QTS Realty Trust, Inc. with and into Volt Lower Holdings LLC (the "Merger") pursuant to the terms of the Agreement and Plan of Merger, dated as of June 7, 2021, as it may be amended from time to time, among QTS Realty Trust, Inc., QualityTech, LP, Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP (the "Merger Agreement"), and the other transactions contemplated by the Merger Agreement as more particularly described in the Proxy Statement.

Management

For

For

For

2.

To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger as more particularly described in the Proxy Statement.

Management

Against

For

Against

3.

To approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger and the other transactions contemplated by the Merger Agreement as more particularly described in the Proxy Statement.

Management

For

For

For

ATHENE HOLDING LTD.

Security

G0684D107

Meeting Type

Annual

Ticker Symbol

ATH

Meeting Date

31-Aug-2021

ISIN

BMG0684D1074

Agenda

935475839 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.1

Election of Class III Director: Marc Beilinson

Management

Against

For

Against

1.2

Election of Class III Director: Robert Borden

Management

Against

For

Against

1.3

Election of Class III Director: Mitra Hormozi

Management

Against

For

Against

1.4

Election of Class III Director: Carl McCall

Management

For

For

For

1.5

Election of Class III Director: Manfred Puffer

Management

For

For

For

1.6

Election of Class III Director: Lynn Swann

Management

For

For

For

2.

To appoint PricewaterhouseCoopers LLP ("PwC"), an independent registered accounting firm, as the Company's independent auditor to serve until the close of the Company's next annual general meeting in 2022.

Management

For

For

For

3.

To refer the determination of the remuneration of PwC to the audit committee of the board of directors of the Company.

Management

For

For

For

4.

To vote on a non-binding advisory resolution to approve the compensation paid to the Company's named executive officers.

Management

Against

For

Against

KANSAS CITY SOUTHERN

Security

485170302

Meeting Type

Contested-Special

Ticker Symbol

KSU

Meeting Date

16-Sep-2021

ISIN

US4851703029

Agenda

935473037 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Agreement and Plan of Merger, dated as of May 21, 2021 (as it may be amended from time to time, the "merger agreement") by and among Kansas City Southern ("KCS"), Canadian National Railway Company ("CN") and Brooklyn Merger Sub, Inc., a wholly owned subsidiary of CN (the "merger proposal").

Management

For

For

For

2.

To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to KCS's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement.

Management

Against

For

Against

3.

To approve the adjournment of the KCS special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the KCS special meeting to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to KCS shareholders.

Management

For

For

For

KANSAS CITY SOUTHERN

Security

485170302

Meeting Type

Contested-Special

Ticker Symbol

KSU

Meeting Date

16-Sep-2021

ISIN

US4851703029

Agenda

935482961 - Opposition

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

The proposal to adopt the Agreement and Plan of Merger, dated as of May 21, 2021 (as may be further amended from time to time, the "CN Merger Agreement"), by and among Canadian National Railway Company, a Canadian corporation ("CN"), Brooklyn Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and a direct wholly owned subsidiary of CN, and KCS (such proposal, the "Merger Proposal").

Management

Against

2.

The proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to KCS's named executive officers that is based on or otherwise relates to the transactions contemplated by the CN Merger Agreement (the "Compensation Proposal").

Management

None

3.

The proposal to adjourn the Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal or to ensure that any supplement or amendment to the proxy statement/prospectus filed by KCS and CN with the United States Securities and Exchange Commission (the "SEC") on July 7, 2021 (the "CN Merger Proxy Statement") is timely provided to KCS stockholders (the "Adjournment Proposal").

Management

For

W.R. GRACE & CO.

Security

38388F108

Meeting Type

Special

Ticker Symbol

GRA

Meeting Date

17-Sep-2021

ISIN

US38388F1084

Agenda

935485929 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Agreement and Plan of Merger, dated as of April 26, 2021 (as it may be amended from time to time, the "Merger Agreement"), by and among W. R. Grace Holdings LLC, a Delaware limited liability company (formerly known as Gibraltar Acquisition Holdings LLC) ("Parent"), Gibraltar Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and W. R. Grace & Co., a Delaware corporation ("Grace").

Management

For

For

For

2.

To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Grace's named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the "Compensation Proposal").

Management

Against

For

Against

3.

To adjourn the special meeting of stockholders of Grace (the "Special Meeting"), if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the proposal to adopt the Merger Agreement at the time of the Special Meeting (the "Adjournment Proposal").

Management

For

For

For

COVANTA HOLDING CORPORATION

Security

22282E102

Meeting Type

Special

Ticker Symbol

CVA

Meeting Date

12-Oct-2021

ISIN

US22282E1029

Agenda

935493510 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Agreement and Plan of Merger, dated as of July 14, 2021 (as it may be amended, modified or supplemented from time to time, the "merger agreement"), by and among the Company, Covert Intermediate, Inc. and Covert Mergeco, Inc.

Management

For

For

For

2.

To approve, by a non-binding advisory vote, the compensation that will be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the merger.

Management

Against

For

Against

3.

To adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

Management

For

For

For

CORNERSTONE ONDEMAND, INC.

Security

21925Y103

Meeting Type

Special

Ticker Symbol

CSOD

Meeting Date

12-Oct-2021

ISIN

US21925Y1038

Agenda

935496085 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Agreement and Plan of Merger, dated August 5, 2021 (such agreement, as it may be amended, modified or supplemented from time to time, the "Merger Agreement"), by and among Cornerstone OnDemand, Inc. ("Cornerstone"), Sunshine Software Holdings, Inc., and Sunshine Software Merger Sub, Inc.

Management

For

For

For

2.

To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Cornerstone's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.

Management

Against

For

Against

3.

To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Management

For

For

For

MEDALLIA, INC.

Security

584021109

Meeting Type

Special

Ticker Symbol

MDLA

Meeting Date

14-Oct-2021

ISIN

US5840211099

Agenda

935497126 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated July 25, 2021, between Project Metal Parent, LLC, Project Metal Merger Sub, Inc. and Medallia.

Management

For

For

For

2.

To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Medallia to its named executive officers in connection with the merger.

Management

Against

For

Against

3.

To approve any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting.

Management

For

For

For

ATLANTIC CAPITAL BANCSHARES, INC.

Security

048269203

Meeting Type

Special

Ticker Symbol

ACBI

Meeting Date

16-Nov-2021

ISIN

US0482692037

Agenda

935510239 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

A proposal to approve the Agreement and Plan of Merger, dated as of July 22, 2021, by and between Atlantic Capital Bancshares Inc. and SouthState Corporation, which provides for the merger of Atlantic Capital Bancshares, Inc. with and into SouthState Corporation with SouthState Corporation as the surviving company, and the transactions contemplated by the Agreement and Plan of Merger.

Management

For

For

For

2.

A proposal to approve, on an advisory (non- binding) basis, the merger-related named executive officer compensation that will or may be paid to Atlantic Capital's named executive officers in connection with the merger.

Management

Against

For

Against

3.

A proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the Merger Proposal or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to holders of Atlantic Capital common stock.

Management

For

For

For

TEEKAY LNG PARTNERS L.P.

Security

Y8564M105

Meeting Type

Special

Ticker Symbol

TGP

Meeting Date

01-Dec-2021

ISIN

MHY8564M1057

Agenda

935516902 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

The approval of the Merger Agreement and the Merger.

Management

For

For

For

2.

The adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement and the Merger at the time of the Special Meeting.

Management

For

For

For

COLUMBIA PROPERTY TRUST, INC

Security

198287203

Meeting Type

Special

Ticker Symbol

CXP

Meeting Date

02-Dec-2021

ISIN

US1982872038

Agenda

935514085 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To consider and vote on a proposal to approve the merger (the "merger") of Panther Merger Parent, Inc. ("Parent") with and into Columbia Property Trust, Inc. ("Columbia") pursuant to the Agreement and Plan of Merger, dated as of September 7, 2021 and as it may be amended from time to time, among Columbia, Columbia Property Trust Operating Partnership, L.P., Parent and Panther Merger Sub, LLC.

Management

For

For

For

2.

To consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger.

Management

Against

For

Against

3.

To consider and vote on a proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger.

Management

For

For

For

KRATON CORPORATION

Security

50077C106

Meeting Type

Special

Ticker Symbol

KRA

Meeting Date

09-Dec-2021

ISIN

US50077C1062

Agenda

935519035 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

Merger Proposal: To approve and adopt the Agreement and Plan of Merger, dated as of September 27, 2021 (as it may be amended from time to time, the "Merger Agreement"), by and between DL Chemical Co., Ltd. ("Parent"), DLC US Holdings, Inc., DLC US, Inc. ("Merger Subsidiary") and Kraton, under which Merger Subsidiary will merge with and into Kraton with Kraton surviving the merger as an indirect, wholly-owned, subsidiary of Parent (the "Merger").

Management

For

For

For

2.

Advisory Compensation Proposal: To approve, by a non-binding, advisory vote, the compensation arrangements that will or may become payable to Kraton's named executive officers in connection with the Merger.

Management

Against

For

Against

3.

Adjournment Proposal: To approve the adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies to vote in favor of the proposal to adopt the Merger Agreement, in the event that there are insufficient votes at the time of the Special Meeting to establish a quorum or adopt the Merger Agreement.

Management

For

For

For

KANSAS CITY SOUTHERN

Security

485170302

Meeting Type

Special

Ticker Symbol

KSU

Meeting Date

10-Dec-2021

ISIN

US4851703029

Agenda

935517726 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Agreement and Plan of Merger, dated as of September 15, 2021 (as it may be amended from time to time, the "merger agreement") by and among Kansas City Southern ("KCS"), Canadian Pacific Railway Limited ("CPRL"), Cygnus Merger Sub 1 Corporation, a wholly owned subsidiary of CPRL, and Cygnus Merger Sub 2 Corporation, a wholly owned subsidiary of Cygnus Merger Sub 1 Corporation (the "merger proposal").

Management

For

For

For

2.

To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to KCS's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement.

Management

Against

For

Against

3.

To approve the adjournment of the KCS special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the KCS special meeting to approve the merger proposal or to ensure that any supplement or amendment to the proxy statement/prospectus is timely provided to KCS stockholders.

Management

For

For

For

PEOPLE'S UNITED FINANCIAL, INC.

Security

712704105

Meeting Type

Annual

Ticker Symbol

PBCT

Meeting Date

16-Dec-2021

ISIN

US7127041058

Agenda

935524567 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1A.

Election of Director: John P. Barnes

Management

Against

For

Against

1B.

Election of Director: Collin P. Baron

Management

For

For

For

1C.

Election of Director: George P. Carter

Management

Against

For

Against

1D.

Election of Director: Jane Chwick

Management

For

For

For

1E.

Election of Director: William F. Cruger, Jr.

Management

For

For

For

1F.

Election of Director: John K. Dwight

Management

Against

For

Against

1G.

Election of Director: Jerry Franklin

Management

Against

For

Against

1H.

Election of Director: Janet M. Hansen

Management

Against

For

Against

1I.

Election of Director: Nancy McAllister

Management

For

For

For

1J.

Election of Director: Mark W. Richards

Management

Against

For

Against

1K.

Election of Director: Kirk W. Walters

Management

For

For

For

2.

Approve the advisory (non-binding) resolution relating to the compensation of the named executive officers as disclosed in the proxy statement.

Management

Against

For

Against

3.

Ratify KPMG LLP as our independent registered public accounting firm for 2021.

Management

Against

For

Against

ATHENE HOLDING LTD.

Security

G0684D107

Meeting Type

Special

Ticker Symbol

ATH

Meeting Date

21-Dec-2021

ISIN

BMG0684D1074

Agenda

935519047 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To approve the merger of AHL and Blue Merger Sub, Ltd. and the Agreement and Plan of Merger, by and among Apollo Global Management, Inc., AHL, Tango Holdings, Inc., Blue Merger Sub, Ltd. and Green Merger Sub, Inc. (which, as it may be amended from time to time, we refer to as the "merger agreement"), and the statutory merger agreement required by Section 105 of the Companies Act, 1981 (as amended) of Bermuda, which proposal is referred to as the "AHL merger agreement proposal."

Management

For

For

For

2.

To approve the adjournment of the AHL special general meeting to solicit additional proxies if there are not sufficient votes at the time of the AHL special general meeting to approve the AHL merger agreement proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to holders of AHL Common Shares and AHL Preferred Shares, which is referred to as the "AHL adjournment proposal."

Management

For

For

For

3.

To approve, on a non-binding advisory basis, certain compensation that may be paid or become payable to AHL's named executive officers, pursuant to arrangements with AHL, that is based on or otherwise relates to the transactions contemplated by the merger agreement, which proposal is referred to as the "AHL non-binding compensation advisory proposal."

Management

Against

For

Against

CASPER SLEEP INC.

Security

147626105

Meeting Type

Special

Ticker Symbol

CSPR

Meeting Date

19-Jan-2022

ISIN

US1476261052

Agenda

935536497 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To approve and adopt the Agreement and Plan of Merger, dated as of November 14, 2021 (the "Merger Agreement"), by and among Marlin Parent, Inc., Marlin Merger Sub, Inc., and Casper Sleep Inc.

Management

For

For

For

2.

To adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.

Management

For

For

For

CYRUSONE INC.

Security

23283R100

Meeting Type

Special

Ticker Symbol

CONE

Meeting Date

01-Feb-2022

ISIN

US23283R1005

Agenda

935540890 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To approve the merger (the "merger") of Cavalry Merger Sub LLC, a wholly owned subsidiary of Parent ("Merger Sub"), with and into CyrusOne Inc. (the "Company"), with the Company surviving the merger, in accordance with the terms of the Agreement and Plan of Merger, dated as of November 14, 2021 (the "merger agreement"), by and among Cavalry Parent L.P. ("Parent"), Merger Sub and the Company, the merger agreement and the other transactions contemplated by the merger agreement.

Management

For

For

For

2.

To approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the Company's named executive officers in connection with the consummation of the merger.

Management

For

For

For

3.

To approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the special meeting to approve Proposal 1.

Management

For

For

For

ARENA PHARMACEUTICALS, INC.

Security

040047607

Meeting Type

Special

Ticker Symbol

ARNA

Meeting Date

02-Feb-2022

ISIN

US0400476075

Agenda

935540888 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Agreement and Plan of Merger, dated December 12, 2021 (the "Merger Agreement"), by and among Arena Pharmaceuticals, Inc. ("Arena"), Pfizer Inc., and Antioch Merger Sub, Inc.

Management

For

For

For

2.

To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Arena's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.

Management

For

For

For

3.

To adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Management

For

For

For

VONAGE HOLDINGS CORP.

Security

92886T201

Meeting Type

Special

Ticker Symbol

VG

Meeting Date

09-Feb-2022

ISIN

US92886T2015

Agenda

935542464 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Agreement and Plan of Merger, dated as of November 22, 2021 (the "Merger Agreement"), by and among Vonage Holdings Corp., Telefonaktiebolaget LM Ericsson (publ), and Ericsson Muon Holding Inc.

Management

For

For

For

2.

To approve, by a non-binding advisory vote, the compensation that may be paid or become payable to Vonage Holdings Corp.'s named executive officers that is based on or otherwise relates to the merger contemplated by the Merger Agreement.

Management

Against

For

Against

3.

To approve the adjournment of the special meeting of stockholders (the "Special Meeting") to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of proposal 1 if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

Management

For

For

For

PAE INCORPORATED

Security

69290Y109

Meeting Type

Special

Ticker Symbol

PAE

Meeting Date

10-Feb-2022

ISIN

US69290Y1091

Agenda

935542515 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To approve and adopt the Agreement and Plan of Merger, (as may be amended or modified from time to time, "merger agreement"), among Amentum Government Services Holdings LLC, a Delaware LLC (which we refer to as "Parent"), Pinnacle Virginia Merger Sub Inc., a Delaware corp. (which we refer to as "Merger Sub"), which is a wholly owned indirect subsidiary of Parent, and PAE, pursuant to which Merger Sub will be merged with and into PAE, with PAE continuing as surviving corp. in merger & a wholly owned indirect subsidiary of Parent. which we refer to as merger

Management

For

For

For

2.

To approve specified compensation that will or may become payable to PAE's named executive officers in connection with the merger.

Management

For

For

For

3.

To adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger agreement.

Management

For

For

For

TRISTATE CAPITAL HOLDINGS, INC.

Security

89678F100

Meeting Type

Special

Ticker Symbol

TSC

Meeting Date

28-Feb-2022

ISIN

US89678F1003

Agenda

935546789 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To approve and adopt the Agreement and Plan of Merger, by and among Raymond James Financial, Inc. ("Raymond James"), Macaroon One LLC ("Merger Sub 1"), Macaroon Two LLC ("Merger Sub 2" and, together with Merger Sub 1, "Merger Subs") and TriState Capital, as such agreement may be amended from time to time, Merger Sub 1 will merge with and into TriState Capital, TriState Capital will merge with and into Merger Sub 2, with Merger Sub 2 continuing as surviving entity in such merger, a copy of which is attached as Annex A & as more in proxy statement/pros ("merger proposal")

Management

For

For

For

2.

To approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the merger proposal (the "adjournment proposal").

Management

For

For

For

NUANCE COMMUNICATIONS, INC.

Security

67020Y100

Meeting Type

Annual

Ticker Symbol

NUAN

Meeting Date

01-Mar-2022

ISIN

US67020Y1001

Agenda

935542692 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

DIRECTOR

Management

1

Mark Benjamin

For

For

For

2

Daniel Brennan

For

For

For

3

Lloyd Carney

Withheld

For

Against

4

Thomas Ebling

For

For

For

5

Robert Finocchio

For

For

For

6

Laura Kaiser

For

For

For

7

Michal Katz

For

For

For

8

Mark Laret

Withheld

For

Against

9

Sanjay Vaswani

For

For

For

2.

To approve a non-binding advisory resolution regarding Executive Compensation.

Management

For

For

For

3.

To ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2022.

Management

For

For

For

DEL TACO RESTAURANTS, INC.

Security

245496104

Meeting Type

Special

Ticker Symbol

TACO

Meeting Date

07-Mar-2022

ISIN

US2454961044

Agenda

935547628 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Agreement and Plan of Merger, dated as of December 5, 2021 (the merger agreement), among Jack in the Box Inc., Epic Merger Sub Inc., and Del Taco Restaurants, Inc. (the merger).

Management

For

For

For

2.

To approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to the named executive officers of Del Taco Restaurants, Inc. in connection with the merger and contemplated by the merger agreement.

Management

Against

For

Against

3.

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

Management

For

For

For

BOTTOMLINE TECHNOLOGIES, INC.

Security

101388106

Meeting Type

Special

Ticker Symbol

EPAY

Meeting Date

08-Mar-2022

ISIN

US1013881065

Agenda

935549002 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Agreement and Plan of Merger, dated as of December 16, 2021, by and among Bottomline Intermediate Holdings III, LLC (formerly known as Project RB Parent, LLC), Project RB Merger Sub, Inc. and Bottomline Technologies, Inc., as it may be amended from time to time.

Management

For

For

For

2.

To approve the adoption of any proposal to adjourn the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Management

For

For

For

3.

To approve, by non-binding, advisory vote, compensation that will or may become payable by Bottomline Technologies, Inc. to its named executive officers in connection with the merger.

Management

Against

For

Against

VERSO CORPORATION

Security

92531L207

Meeting Type

Special

Ticker Symbol

VRS

Meeting Date

11-Mar-2022

ISIN

US92531L2079

Agenda

935550992 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

Proposal to adopt the Agreement and Plan of Merger, dated as of December 19, 2021, by and among Verso Corporation, BillerudKorsnäs Inc., West Acquisition Merger Sub Inc. and, solely for purposes of certain sections thereof (as specified in the Merger Agreement), BillerudKorsnäs AB (the "Merger Agreement").

Management

For

For

For

2.

Proposal to approve, on an advisory (non- binding) basis, the compensation that may be paid or become payable to Verso Corporation's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.

Management

For

For

For

3.

Proposal to approve any proposal to adjourn the virtual Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the virtual Special Meeting to approve the proposal to adopt the Merger Agreement.

Management

For

For

For

MIMECAST LIMITED

Security

G14838109

Meeting Type

Special

Ticker Symbol

MIME

Meeting Date

11-Mar-2022

ISIN

GB00BYT5JK65

Agenda

935551033 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

S1.

Authorize the directors of Mimecast Ltd to take all such actions as they consider necessary or appropriate for carrying the Scheme of Arrangement into full effect & to amend Articles of Association of Mimecast Ltd so that any ordinary shares of Mimecast Ltd that are issued on or after the Voting Record Time to persons other than Magnesium Bidco Ltd or its nominees will either be subject to the terms of the Scheme of Arrangement or immediately & automatically acquired by Magnesium Bidco Ltd and/or its nominee(s) for the Per Share Consideration.

Management

For

For

For

O2.

Approve, on a non-binding, advisory basis, the golden parachute compensation between Mimecast Limited and its named executive officers relating to the Transaction.

Management

Against

For

Against

MIMECAST LIMITED

Security

G14838A99

Meeting Type

Special

Ticker Symbol

Meeting Date

11-Mar-2022

ISIN

Agenda

935551045 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To approve the scheme of arrangement in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Royal Court of Jersey.

Management

For

For

For

CHANGE HEALTHCARE INC

Security

15912K100

Meeting Type

Annual

Ticker Symbol

CHNG

Meeting Date

29-Mar-2022

ISIN

US15912K1007

Agenda

935551211 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1A.

Election of Director: Neil E. de Crescenzo

Management

For

For

For

1B.

Election of Director: Howard L. Lance

Management

Withheld

For

Against

1C.

Election of Director: Nella Domenici

Management

For

For

For

1D.

Election of Director: Nicholas L. Kuhar

Management

Withheld

For

Against

1E.

Election of Director: Diana McKenzie

Management

For

For

For

1F.

Election of Director: Bansi Nagji

Management

Withheld

For

Against

1G.

Election of Director: Philip M. Pead

Management

For

For

For

1H.

Election of Director: Phillip W. Roe

Management

For

For

For

1I.

Election of Director: Neil P. Simpkins

Management

Withheld

For

Against

1J.

Election of Director: Robert J. Zollars

Management

Withheld

For

Against

2.

Advisory Vote to Approve Executive Compensation(Say-on-Pay)

Management

Against

For

Against

3.

Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal 2022

Management

For

For

For

BP MIDSTREAM PARTNERS LP

Security

0556EL109

Meeting Type

Consent

Ticker Symbol

BPMP

Meeting Date

04-Apr-2022

ISIN

US0556EL1098

Agenda

935562719 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

CONSENTS TO AND APPROVES THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER. (FOR = ACCEPT, AGAINST = REJECT)(ABSTAIN VOTES DO NOT COUNT).

Management

For

For

For

PROSPERITY BANCSHARES, INC.

Security

743606105

Meeting Type

Annual

Ticker Symbol

PB

Meeting Date

19-Apr-2022

ISIN

US7436061052

Agenda

935568569 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.1

Election of Class III Director to serve until the Company's 2025 annual meeting of shareholders: George A. Fisk

Management

For

For

For

1.2

Election of Class III Director to serve until the Company's 2025 annual meeting of shareholders: Leah Henderson

Management

Withheld

For

Against

1.3

Election of Class III Director to serve until the Company's 2025 annual meeting of shareholders: Ned S. Holmes

Management

Withheld

For

Against

1.4

Election of Class III Director to serve until the Company's 2025 annual meeting of shareholders: Jack Lord

Management

For

For

For

1.5

Election of Class III Director to serve until the Company's 2025 annual meeting of shareholders: David Zalman

Management

Withheld

For

Against

2.

Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2022.

Management

Against

For

Against

3.

Advisory approval of the compensation of the Company's named executive officers ("Say-On-Pay").

Management

Against

For

Against

CITRIX SYSTEMS, INC.

Security

177376100

Meeting Type

Special

Ticker Symbol

CTXS

Meeting Date

21-Apr-2022

ISIN

US1773761002

Agenda

935574637 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

Adoption of the Agreement & Plan of Merger, dated January 31, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among the Company, Picard Parent, Inc. ("Parent"), Picard Merger Sub, Inc. ("Merger Sub"), and for the limited purposes described in the Merger Agreement, TIBCO Software Inc. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation & a wholly owned subsidiary of Parent (the "Merger")

Management

For

For

For

2.

Approval, on an advisory, non-binding basis, of the compensation that may be paid or may become payable to the Company's named executive officers in connection with the Merger.

Management

For

For

For

3.

Approval of a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Management

For

For

For

ACTIVISION BLIZZARD, INC.

Security

00507V109

Meeting Type

Special

Ticker Symbol

ATVI

Meeting Date

28-Apr-2022

ISIN

US00507V1098

Agenda

935580111 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

Adoption of the Merger Agreement. To adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of January 18, 2022 (the "merger agreement"), by and among Activision Blizzard, Inc. ("Activision Blizzard"), Microsoft Corporation and Anchorage Merger Sub Inc., a wholly owned subsidiary of Microsoft Corporation.

Management

For

For

For

2.

Approval, by Means of a Non-Binding, Advisory Vote, of Certain Compensatory Arrangements with Named Executive Officers. To approve, by means of a non- binding, advisory vote, compensation that will or may become payable to the named executive officers of Activision Blizzard in connection with the merger pursuant to the merger agreement.

Management

For

For

For

3.

Adjournment of the Special Meeting. To adjourn the special meeting to a later date or dates, if necessary or appropriate, to allow time to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Management

For

For

For

WEBSTER FINANCIAL CORPORATION

Security

947890109

Meeting Type

Annual

Ticker Symbol

WBS

Meeting Date

28-Apr-2022

ISIN

US9478901096

Agenda

935582886 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1A.

Election of Director to serve for one year term: William L. Atwell

Management

For

For

For

1B.

Election of Director to serve for one year term: Mona Aboelnaga Kanaan

Management

For

For

For

1C.

Election of Director to serve for one year term: John R. Ciulla

Management

For

For

For

1D.

Election of Director to serve for one year term: John P. Cahill

Management

For

For

For

1E.

Election of Director to serve for one year term: E. Carol Hayles

Management

For

For

For

1F.

Election of Director to serve for one year term: Linda H. Ianieri

Management

For

For

For

1G.

Election of Director to serve for one year term: Jack L. Kopnisky

Management

For

For

For

1H.

Election of Director to serve for one year term: James J. Landy

Management

For

For

For

1I.

Election of Director to serve for one year term: Maureen B. Mitchell

Management

For

For

For

1J.

Election of Director to serve for one year term: Laurence C. Morse

Management

Against

For

Against

1K.

Election of Director to serve for one year term: Karen R. Osar

Management

For

For

For

1L.

Election of Director to serve for one year term: Richard O'Toole

Management

For

For

For

1M.

Election of Director to serve for one year term: Mark Pettie

Management

For

For

For

1N.

Election of Director to serve for one year term: Lauren C. States

Management

For

For

For

1O.

Election of Director to serve for one year term: William E. Whiston

Management

For

For

For

2.

To approve, on a non-binding, advisory basis, the compensation of the named executive officers of the Company (Proposal 2).

Management

For

For

For

3.

To ratify the appointment by the Board of Directors of KPMG LLP as the independent registered public accounting firm of Webster Financial Corporation for the year ending December 31, 2022 (Proposal 3).

Management

Against

For

Against

KOHL'S CORPORATION

Security

500255104

Meeting Type

Contested-Annual

Ticker Symbol

KSS

Meeting Date

11-May-2022

ISIN

US5002551043

Agenda

935574132 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

DIRECTOR

Management

1

Michael J. Bender

For

2

Peter Boneparth

For

3

Yael Cosset

For

4

Christine Day

For

5

H. Charles Floyd

For

6

Michelle Gass

For

7

Margaret L. Jenkins

For

8

Thomas A. Kingsbury

For

9

Robbin Mitchell

For

10

Jonas Prising

For

11

John E. Schlifske

For

12

Adrianne Shapira

For

13

Stephanie A. Streeter

For

2.

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

Management

For

3.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2023.

Management

For

KOHL'S CORPORATION

Security

500255104

Meeting Type

Contested-Annual

Ticker Symbol

KSS

Meeting Date

11-May-2022

ISIN

US5002551043

Agenda

935574144 - Opposition

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

DIRECTOR

Management

1

George R. Brokaw

Withheld

For

Against

2

Jonathan Duskin

For

For

For

3

Francis Ken Duane

For

For

For

4

Pamela J. Edwards

For

For

For

5

Stacy Hawkins

Withheld

For

Against

6

Jeffrey A. Kantor

For

For

For

7

Perry M. Mandarino

Withheld

For

Against

8

Cynthia S. Murray

Withheld

For

Against

9

Kenneth D. Seipel

Withheld

For

Against

10

Craig M. Young

Withheld

For

Against

2.

The Company's proposal to approve, by advisory vote, the compensation of the Company's named executive officers.

Management

Against

Against

For

3.

The Company's proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 28, 2023.

Management

Against

None

INTERTAPE POLYMER GROUP INC.

Security

460919103

Meeting Type

Annual and Special Meeting

Ticker Symbol

ITPOF

Meeting Date

11-May-2022

ISIN

CA4609191032

Agenda

935606054 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1

A special resolution to approve a proposed plan of arrangement under section 192 of the Canada Business Corporations Act pursuant to an arrangement agreement dated March 7, 2022 entered into between 1351693 B.C. Ltd. (the "Purchaser"), a British Columbia corporation and an affiliate of Clearlake Capital Group, L.P., and the Company, to effect among other things, the acquisition by the Purchaser of all of the outstanding common shares of the Company in exchange for C$40.50 cash per common share.

Management

For

For

For

2

DIRECTOR

Management

1

Chris R. Cawston

For

For

For

2

Jane Craighead

Withheld

For

Against

3

Frank Di Tomaso

For

For

For

4

Robert J. Foster

Withheld

For

Against

5

Dahra Granovsky

Withheld

For

Against

6

James Pantelidis

Withheld

For

Against

7

Jorge N. Quintas

Withheld

For

Against

8

Mary Pat Salomone

For

For

For

9

Gregory A.C. Yull

For

For

For

10

Melbourne F. Yull

For

For

For

3

Appointment of Raymond Chabot Grant Thornton LLP as Auditor.

Management

For

For

For

4

"Say on Pay" Vote.

Management

Against

For

Against

5

Approve the continuation of the Company's shareholder rights plan.

Management

For

For

For

TURQUOISE HILL RESOURCES LTD.

Security

900435207

Meeting Type

Annual

Ticker Symbol

TRQ

Meeting Date

11-May-2022

ISIN

CA9004352071

Agenda

935612259 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1

DIRECTOR

Management

1

George Burns

For

For

For

2

Caroline Donally

For

For

For

3

R. Peter Gillin

Withheld

For

Against

4

Alfred P. Grigg

Withheld

For

Against

5

Stephen Jones

For

For

For

6

Russel C. Robertson

Withheld

For

Against

7

Maryse Saint-Laurent

For

For

For

8

Steve Thibeault

For

For

For

2

To appoint KPMG LLP as auditors of the Corporation at a remuneration to be fixed by the Board of Directors.

Management

For

For

For

3

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

Management

For

For

For

ZYNGA INC.

Security

98986T108

Meeting Type

Special

Ticker Symbol

ZNGA

Meeting Date

19-May-2022

ISIN

US98986T1088

Agenda

935608818 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Agreement and Plan of Merger, dated January 9, 2022, which is referred to as the "merger agreement," among Take-Two Interactive Software, Inc., Zebra MS I, Inc., Zebra MS II, Inc., and Zynga Inc., as it may be amended from time to time, which proposal is referred to as the "Zynga merger proposal".

Management

For

For

For

2.

To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Zynga named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement.

Management

Against

For

Against

3.

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

Management

For

For

For

CERNER CORPORATION

Security

156782104

Meeting Type

Annual

Ticker Symbol

CERN

Meeting Date

26-May-2022

ISIN

US1567821046

Agenda

935595198 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1A.

Election of Director: Mitchell E. Daniels, Jr.

Management

For

For

For

1B.

Election of Director: Elder Granger, M.D.

Management

For

For

For

1C.

Election of Director: John J. Greisch

Management

For

For

For

1D.

Election of Director: Melinda J. Mount

Management

For

For

For

1E.

Election of Director: George A. Riedel

Management

Against

For

Against

1F.

Election of Director: R. Halsey Wise

Management

Against

For

Against

2.

Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of Cerner Corporation for 2022.

Management

Against

For

Against

3.

Approval, on an advisory basis, of the compensation of our Named Executive Officers.

Management

Against

For

Against

4A.

Approval of the proposed amendments to our Third Restated Certificate of Incorporation, as amended (the "Certificate"), to remove the supermajority voting standards for certain business combination transactions with interested stockholders.

Management

For

For

For

4B.

Approval of the proposed amendments to our Certificate to remove the supermajority voting standards to amend or repeal any provision of the Bylaws.

Management

For

For

For

4C.

Approval of the proposed amendments to our Certificate to remove the supermajority voting standards to amend or repeal certain provisions of the Certificate.

Management

For

For

For

4D.

Approval of the proposed amendments to our Certificate to remove the supermajority voting standards to remove a director with cause.

Management

For

For

For

5.

Approval of an amendment and restatement of the Cerner Corporation 2011 Omnibus Equity Incentive Plan to increase the number of authorized shares and the plan's term.

Management

Against

For

Against

6.

Shareholder proposal requesting amendment to the Company's governing documents to give shareholders the right to call a special shareholder meeting.

Shareholder

For

Against

Against

MERITOR, INC.

Security

59001K100

Meeting Type

Special

Ticker Symbol

MTOR

Meeting Date

26-May-2022

ISIN

US59001K1007

Agenda

935637744 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To approve the Agreement and Plan of Merger, dated as of February 21, 2022 (as amended, modified or supplemented from time to time, the "Merger Agreement"), by and among Meritor, Inc., an Indiana corporation ("Meritor"), Cummins Inc., an Indiana corporation ("Parent"), and Rose NewCo Inc., an Indiana corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into Meritor, with Meritor continuing as the surviving corporation ...(due to space limits, see proxy material for full proposal).

Management

For

For

For

2.

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

Management

Against

For

Against

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 Merger Proposal or in the absence of a quorum.

Management

For

For

For

CEDAR REALTY TRUST INC.

Security

150602605

Meeting Type

Special

Ticker Symbol

CDR

Meeting Date

27-May-2022

ISIN

US1506026053

Agenda

935635497 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To approve the sale of the Company and substantially all of its assets, including the Grocery-Anchored Portfolio Sale and the Mergers (the "Transactions").

Management

For

For

For

2.

To approve, on a non-binding advisory basis, the compensation to be paid or that may become payable by the Company to its named executive officers that is based on or otherwise relates to the Transactions.

Management

For

For

For

3.

To approve one or more adjournments of the special meeting, if necessary, to solicit additional proxies if we have not obtained sufficient affirmative stockholder votes to approve the Transactions.

Management

For

For

For

MOMENTIVE GLOBAL, INC.

Security

60878Y108

Meeting Type

Annual

Ticker Symbol

MNTV

Meeting Date

07-Jun-2022

ISIN

US60878Y1082

Agenda

935627832 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

Approval of the Amendment of the Certificate of Incorporation of the Company to Declassify the Board of Directors.

Management

For

For

For

2.

DIRECTOR

Management

1

Alexander J. Lurie

For

For

For

2

Dana Evan

For

For

For

3

Sagar Gupta

For

For

For

3.

Advisory vote to approve named executive officer compensation ("Say-on-Pay").

Management

Against

For

Against

4.

Ratification of appointment of Ernst & Young LLP as the independent registered accountants of Momentive, Global Inc. for the fiscal year ending December 31, 2022.

Management

Against

For

Against

TENNECO INC.

Security

880349105

Meeting Type

Annual

Ticker Symbol

TEN

Meeting Date

07-Jun-2022

ISIN

US8803491054

Agenda

935637263 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Merger Agreement and approve the Merger.

Management

For

For

For

2.

To approve certain compensation arrangements for the company's named executive officers in connection with the merger.

Management

Against

For

Against

3.

To approve the adjournment of the Annual Meeting, if necessary, to continue to solicit votes to adopt the Merger Agreement and approve the Merger.

Management

For

For

For

4A.

Election of Director: Roy V. Armes

Management

For

For

For

4B.

Election of Director: Thomas C. Freyman

Management

Against

For

Against

4C.

Election of Director: Denise Gray

Management

Against

For

Against

4D.

Election of Director: Brian J. Kesseler

Management

For

For

For

4E.

Election of Director: Michelle A. Kumbier

Management

Against

For

Against

4F.

Election of Director: Dennis J. Letham

Management

Against

For

Against

4G.

Election of Director: James S. Metcalf

Management

Against

For

Against

4H.

Election of Director: Aleksandra A. Miziolek

Management

Against

For

Against

4I.

Election of Director: Charles K. Stevens, III

Management

Against

For

Against

4J.

Election of Director: John S. Stroup

Management

For

For

For

5.

Ratify appointment of PricewaterhouseCoopers LLP as independent public accountants for 2022.

Management

Against

For

Against

6.

Approve executive compensation in an advisory vote.

Management

Against

For

Against

WILLIS TOWERS WATSON PLC

Security

G96629103

Meeting Type

Annual

Ticker Symbol

WTW

Meeting Date

08-Jun-2022

ISIN

IE00BDB6Q211

Agenda

935625939 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1a.

Election of Director: Dame Inga Beale

Management

For

For

For

1b.

Election of Director: Fumbi Chima

Management

For

For

For

1c.

Election of Director: Michael Hammond

Management

For

For

For

1d.

Election of Director: Carl Hess

Management

For

For

For

1e.

Election of Director: Brendan O'Neill

Management

For

For

For

1f.

Election of Director: Linda Rabbitt

Management

Against

For

Against

1g.

Election of Director: Paul Reilly

Management

For

For

For

1h.

Election of Director: Michelle Swanback

Management

For

For

For

1i.

Election of Director: Paul Thomas

Management

For

For

For

2.

Ratify, on an advisory basis, the appointment of (i) Deloitte & Touche LLP to audit our financial statements and (ii) Deloitte Ireland LLP to audit our Irish Statutory Accounts, and authorize, in a binding vote, the Board, acting through the Audit and Risk Committee, to fix the independent auditors' remuneration.

Management

For

For

For

3.

Approve, on an advisory basis, the named executive officer compensation.

Management

Against

For

Against

4.

Renew the Board's existing authority to issue shares under Irish law.

Management

For

For

For

5.

Renew the Board's existing authority to opt out of statutory pre-emption rights under Irish law.

Management

For

For

For

6.

Approve the creation of distributable profits by the reduction and cancellation of the Company's share premium account.

Management

For

For

For

7.

Amend and restate the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan, including to increase the number of shares authorized for issuance under the 2012 Plan.

Management

Against

For

Against

ACTIVISION BLIZZARD, INC.

Security

00507V109

Meeting Type

Annual

Ticker Symbol

ATVI

Meeting Date

21-Jun-2022

ISIN

US00507V1098

Agenda

935640715 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1a.

Election of Director: Reveta Bowers

Management

Against

For

Against

1b.

Election of Director: Kerry Carr

Management

For

For

For

1c.

Election of Director: Robert Corti

Management

Against

For

Against

1d.

Election of Director: Brian Kelly

Management

Against

For

Against

1e.

Election of Director: Robert Kotick

Management

For

For

For

1f.

Election of Director: Lulu Meservey

Management

For

For

For

1g.

Election of Director: Barry Meyer

Management

For

For

For

1h.

Election of Director: Robert Morgado

Management

Against

For

Against

1i.

Election of Director: Peter Nolan

Management

For

For

For

1j.

Election of Director: Dawn Ostroff

Management

Against

For

Against

2.

Advisory vote to approve our executive compensation.

Management

Against

For

Against

3.

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm.

Management

Against

For

Against

4.

Shareholder proposal regarding the nomination of an employee representative director.

Shareholder

Against

Against

For

5.

Shareholder proposal regarding the preparation of a report about the Company's efforts to prevent abuse, harassment and discrimination.

Shareholder

For

Against

Against

ANAPLAN, INC.

Security

03272L108

Meeting Type

Special

Ticker Symbol

PLAN

Meeting Date

21-Jun-2022

ISIN

US03272L1089

Agenda

935645816 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Merger Agreement and Plan of Merger, dated as of March 20, 2022, by and among Alpine Parent, LLC, Alpine Merger Sub, Inc., and Anaplan, Inc., as it may be amended from time to time.

Management

For

For

For

2.

To approve the adoption of any proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Management

For

For

For

3.

To approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan, Inc. to its named executive officers in connection with the merger.

Management

Against

For

Against

LHC GROUP, INC.

Security

50187A107

Meeting Type

Special

Ticker Symbol

LHCG

Meeting Date

21-Jun-2022

ISIN

US50187A1079

Agenda

935659803 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To adopt the Agreement and Plan of Merger, dated as of March 28, 2022, by and among LHC Group, Inc., UnitedHealth Group Incorporated and Lightning Merger Sub Inc.

Management

For

For

For

2.

To approve, on a non-binding, advisory basis, certain compensation that will or may be paid by LHC to its named executive officers that is based on or otherwise relates to the Merger.

Management

For

For

For

3.

To adjourn the special meeting of LHC stockholders from time to time, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the proposal described above in Proposal 1 if there are insufficient votes at the time of the Special Meeting to approve the proposal described above in Proposal 1.

Management

For

For

For

CORNERSTONE BUILDING BRANDS INC.

Security

21925D109

Meeting Type

Special

Ticker Symbol

CNR

Meeting Date

24-Jun-2022

ISIN

US21925D1090

Agenda

935668357 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

Proposal to adopt Agreement & Plan of Merger, dated as of 3/5/22, by and among Camelot Return Intermediate Holdings, LLC, a Delaware limited liability company ("Parent"), Camelot Return Merger Sub, Inc., a Delaware corporation & a wholly owned subsidiary of Parent ("Merger Sub"), & Company, a copy of which is attached as Annex A to accompanying proxy statement, pursuant to which, among other things, Merger Sub will merge with & into Company (the "merger"), with Company surviving the merger as a subsidiary of Parent (the "Merger Agreement Proposal").

Management

For

For

For

2.

To consider and vote on one or more proposals to adjourn the special meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement Proposal (the "Adjournment Proposal").

Management

For

For

For

3.

To approve, by nonbinding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the merger (the "Merger- Related Compensation Proposal").

Management

For

For

For

SIERRA ONCOLOGY INC

Security

82640U404

Meeting Type

Special

Ticker Symbol

SRRA

Meeting Date

29-Jun-2022

ISIN

US82640U4040

Agenda

935660399 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To consider and vote on the proposal to adopt the Agreement and Plan of Merger, as it may be amended from time to time (the "merger agreement"), dated April 12, 2022, between GlaxoSmithKline plc, Orikum Acquisition Inc. and Sierra Oncology, Inc.

Management

For

For

For

2.

To consider and vote on the proposal to approve, on a non- binding, advisory basis, the compensation that will or may become payable by Sierra Oncology, Inc. to its named executive officers in connection with the merger of Orikum Acquisition Inc., an indirect wholly owned subsidiary of GlaxoSmithKline plc, with and into Sierra Oncology, Inc.

Management

Against

For

Against

3.

To consider and vote on any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Management

For

For

For

SAILPOINT TECHNOLOGIES HOLDINGS, INC.

Security

78781P105

Meeting Type

Special

Ticker Symbol

SAIL

Meeting Date

30-Jun-2022

ISIN

US78781P1057

Agenda

935674297 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

To consider & vote on the proposal to adopt the Agreement & Plan of Merger, dated as of April 10, 2022, (the "Merger Agreement"), by & among Project Hotel California Holdings, LP, a Delaware limited partnership & Project Hotel California Merger Sub, Inc., a Delaware corporation & a wholly owned subsidiary of Parent, whereby Pursuant to the terms of the Merger Agreement, Merger Sub will merge with & into SailPoint & the separate corporate existence of Merger Sub will cease, with SailPoint continuing as the surviving corporation & a wholly owned subsidiary of Parent.

Management

For

For

For

2.

To consider and vote on the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to SailPoint's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.

Management

For

For

For

3.

To consider and vote on any proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Management

For

For

For

 

Form N-PX	Proxy Voting Records
Fund Name:	AXS Chesapeake Strategy Fund
Reporting Period:	07/01/2021 through 06/30/2022

 

There have been no proxies voted on behalf of the Fund for the period 07/01/2021 to 06/30/2022 because the Fund held non-voting securities.

 

Form N-PX	Proxy Voting Records
Fund Name:	AXS Sustainable Income Fund
Reporting Period:	07/01/2021 through 06/30/2022

 

There have been no proxies voted on behalf of the Fund for the period 07/01/2021 to 06/30/2022 because the Fund held non-voting securities.

 

 

 

 

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)

Investment Managers Series Trust II

 

By (Signature and Title)*

/s/ Terrance P. Gallagher

Terrance P. Gallagher, President and Principal Executive Officer

 

Date

July 14, 2022

 

*

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