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Form N-PX Tekla World Healthcare For: Jun 30

August 21, 2018 9:34 AM EDT

 

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB Number:  3235-0582

 

Expires:  March 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- 06565

 

Tekla World Healthcare Fund

(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 World Healthcare Fund
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:  7/1/17-6/30/18

 

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, no 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.

 



 

THW Vote Summary

 

ABBOTT LABORATORIES

 

Security

002824100

Meeting Type

Annual

Ticker Symbol

ABT

Meeting Date

27-Apr-2018

Record Date

28-Feb-2018

 

 

 

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

E.M. Liddy

 

 

 

For

 

For

 

 

 

5

N. McKinstry

 

 

 

For

 

For

 

 

 

6

P.N. Novakovic

 

 

 

For

 

For

 

 

 

7

W.A. Osborn

 

 

 

For

 

For

 

 

 

8

S.C. Scott III

 

 

 

For

 

For

 

 

 

9

D.J. Starks

 

 

 

For

 

For

 

 

 

10

J.G. Stratton

 

 

 

For

 

For

 

 

 

11

G.F. Tilton

 

 

 

For

 

For

 

 

 

12

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

04-May-2018

Record Date

07-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Roxanne S. Austin

 

 

 

For

 

For

 

 

 

2

Richard A. Gonzalez

 

 

 

For

 

For

 

 

 

3

Rebecca B. Roberts

 

 

 

For

 

For

 

 

 

4

Glenn F. Tilton

 

 

 

For

 

For

 

2.

 

Ratification of Ernst & Young LLP as AbbVie’s independent registered public accounting firm for 2018

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

4.

 

Say When on Pay - An advisory vote on the frequency of the advisory vote to approve executive compensation

 

Management

 

1 Year

 

For

 

5.

 

Approval of a management proposal regarding amendment of the certificate of incorporation for the annual election of directors

 

Management

 

For

 

For

 

6.

 

Approval of a management proposal regarding amendment of the certificate of incorporation to eliminate supermajority voting

 

Management

 

For

 

For

 

7.

 

Stockholder Proposal - to Issue an Annual Report on Lobbying

 

Shareholder

 

Against

 

For

 

8.

 

Stockholder Proposal - to Separate Chair and CEO

 

Shareholder

 

For

 

Against

 

9.

 

Stockholder Proposal - to Issue an Annual Compensation Committee Report on Drug Pricing

 

Shareholder

 

Against

 

For

 

 

ACADIA HEALTHCARE COMPANY, INC.

 

Security

00404A109

Meeting Type

Annual

Ticker Symbol

ACHC

Meeting Date

03-May-2018

Record Date

09-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: E. Perot Bissell

 

Management

 

For

 

For

 

1.2

 

Election of Director: Vicky B. Gregg

 

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.

 

Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

Management

 

For

 

For

 

 



 

ADAPTIMMUNE THERAPEUTICS PLC

 

Security

00653A107

Meeting Type

Annual

Ticker Symbol

ADAP

Meeting Date

20-Jun-2018

Record Date

03-May-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To re-elect as a director, Lawrence Alleva, who retires by rotation in accordance with the Articles of Association.

 

Management

 

For

 

For

 

2.

 

To re-elect as a director, David Mott, who retires by rotation in accordance with the Articles of Association.

 

Management

 

For

 

For

 

3.

 

To re-elect as a director, Elliott Sigal, who retires by rotation in accordance with the Articles of Association.

 

Management

 

For

 

For

 

4.

 

To re-appoint KPMG LLP as our U.K. statutory auditors under the U.K. Companies Act 2006, to hold office until the conclusion of the next general meeting of shareholders at which the U.K. statutory accounts and reports are presented.

 

Management

 

For

 

For

 

5.

 

To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration for the fiscal year ending December 31, 2018.

 

Management

 

For

 

For

 

6.

 

To receive the U.K. statutory annual accounts and reports for ...(Due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

7.

 

To receive and approve our U.K. statutory directors’ remuneration report for the year ended December 31, 2017.

 

Management

 

For

 

For

 

8.

 

To receive and approve our Directors’ Remuneration Policy, which, if approved, will take effect upon conclusion of the Annual General Meeting.

 

Management

 

For

 

For

 

 

AETNA INC.

 

Security

00817Y108

Meeting Type

Special

Ticker Symbol

AET

Meeting Date

13-Mar-2018

Record Date

05-Feb-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve and adopt the Agreement and Plan of Merger, dated as of December 3, 2017, as it may be amended from time to time, among CVS Health Corporation, Hudson Merger Sub Corp. and Aetna Inc. (the “merger agreement”).

 

Management

 

For

 

For

 

2.

 

To approve the adjournment from time to time of the Special Meeting of Shareholders of Aetna Inc. if necessary to solicit additional proxies if there are not sufficient votes to approve and adopt the merger agreement at the time of the Special Meeting of Shareholders of Aetna Inc. or any adjournment or postponement thereof.

 

Management

 

For

 

For

 

3.

 

To approve, on an advisory (non-binding) basis, the compensation that will or may be paid or provided by Aetna Inc. to its named executive officers in connection with the merger of Hudson Merger Sub Corp. with and into Aetna Inc.

 

Management

 

For

 

For

 

 



 

AETNA INC.

 

Security

00817Y108

Meeting Type

Annual

Ticker Symbol

AET

Meeting Date

18-May-2018

Record Date

16-Mar-2018

 

 

 

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: Frank M. Clark

 

Management

 

For

 

For

 

1d.

 

Election of Director: Molly J. Coye, M.D.

 

Management

 

For

 

For

 

1e.

 

Election of Director: Roger N. Farah

 

Management

 

For

 

For

 

1f.

 

Election of Director: Jeffrey E. Garten

 

Management

 

For

 

For

 

1g.

 

Election of Director: Ellen M. Hancock

 

Management

 

For

 

For

 

1h.

 

Election of Director: Richard J. Harrington

 

Management

 

For

 

For

 

1i.

 

Election of Director: Edward J. Ludwig

 

Management

 

For

 

For

 

1j.

 

Election of Director: Olympia J. Snowe

 

Management

 

For

 

For

 

2.

 

Company Proposal - Approval of the Appointment of the Independent Registered Public Accounting Firm for 2018

 

Management

 

For

 

For

 

3.

 

Company Proposal - Approval of the Company’s Executive Compensation on a Non-Binding Advisory Basis

 

Management

 

For

 

For

 

4A.

 

Shareholder Proposal - Annual Report on Direct and Indirect Lobbying

 

Shareholder

 

Against

 

For

 

4B.

 

Shareholder Proposal - Special Shareholder Meeting Vote Threshold

 

Shareholder

 

Against

 

For

 

 

AFFIMED N.V

 

Security

N01045108

Meeting Type

Annual

Ticker Symbol

AFMD

Meeting Date

19-Jun-2018

Record Date

22-May-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

5

 

Discussion of the 2017 Statutory Annual Report and proposal to adopt the financial statements for the financial year 2017, as prepared in accordance with Dutch law

 

Management

 

For

 

For

 

7

 

Amendment of the Remuneration Policy for the Supervisory Board (the “SB Remuneration Policy”)

 

Management

 

For

 

For

 

8

 

Discharge of the managing directors for their management during the financial year 2017

 

Management

 

For

 

For

 

9

 

Discharge of the supervisory directors for their supervision during the financial year 2017

 

Management

 

For

 

For

 

10a

 

Appointment of: Dr. Mathieu Simon as a supervisory director

 

Management

 

For

 

For

 

10b

 

Reappointment of: Dr. Ulrich M. Grau as a supervisory director

 

Management

 

For

 

For

 

11

 

Appointment of the auditor for the financial year 2018

 

Management

 

For

 

For

 

12

 

Amendment of the articles of association

 

Management

 

For

 

For

 

13

 

Authorization to acquire shares

 

Management

 

For

 

For

 

 



 

ALEXION PHARMACEUTICALS, INC.

 

Security

015351109

Meeting Type

Annual

Ticker Symbol

ALXN

Meeting Date

08-May-2018

Record Date

12-Mar-2018

 

 

 

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 2017 compensation paid to Alexion’s named executive officers.

 

Management

 

For

 

For

 

4.

 

To request the Board to require an independent Chairman.

 

Shareholder

 

For

 

Against

 

 

ALLERGAN PLC

 

Security

G0177J108

Meeting Type

Annual

Ticker Symbol

AGN

Meeting Date

02-May-2018

Record Date

06-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Nesli Basgoz, M.D.

 

Management

 

For

 

For

 

1b.

 

Election of Director: Paul M. Bisaro

 

Management

 

For

 

For

 

1c.

 

Election of Director: Joseph H. Boccuzi

 

Management

 

For

 

For

 

1d.

 

Election of Director: Christopher W. Bodine

 

Management

 

For

 

For

 

1e.

 

Election of Director: Adriane M. Brown

 

Management

 

For

 

For

 

1f.

 

Election of Director: Christopher J. Coughlin

 

Management

 

For

 

For

 

1g.

 

Election of Director: Carol Anthony (John) Davidson

 

Management

 

For

 

For

 

1h.

 

Election of Director: Catherine M. Klema

 

Management

 

For

 

For

 

1i.

 

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

 

Management

 

For

 

For

 

1j.

 

Election of Director: Patrick J. O’Sullivan

 

Management

 

For

 

For

 

1k.

 

Election of Director: Brenton L. Saunders

 

Management

 

For

 

For

 

1l.

 

Election of Director: Fred G. Weiss

 

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, 2018 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, if properly presented at the meeting.

 

Shareholder

 

Against

 

For

 

 



 

AMERISOURCEBERGEN CORPORATION

 

Security

03073E105

Meeting Type

Annual

Ticker Symbol

ABC

Meeting Date

01-Mar-2018

Record Date

02-Jan-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Ornella Barra

 

Management

 

For

 

For

 

1B.

 

Election of Director: Steven H. Collis

 

Management

 

For

 

For

 

1C.

 

Election of Director: Douglas R. Conant

 

Management

 

For

 

For

 

1D.

 

Election of Director: D. Mark Durcan

 

Management

 

For

 

For

 

1E.

 

Election of Director: Richard W. Gochnauer

 

Management

 

For

 

For

 

1F.

 

Election of Director: Lon R. Greenberg

 

Management

 

For

 

For

 

1G.

 

Election of Director: Jane E. Henney, M.D.

 

Management

 

For

 

For

 

1H.

 

Election of Director: Kathleen W. Hyle

 

Management

 

For

 

For

 

1I.

 

Election of Director: Michael J. Long

 

Management

 

For

 

For

 

1J.

 

Election of Director: Henry W. McGee

 

Management

 

For

 

For

 

2.

 

Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2018.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

4.

 

Approval of an amendment and restatement of the AmerisourceBergen Corporation 2011 Employee Stock Purchase Plan.

 

Management

 

For

 

For

 

5.

 

Stockholder proposal, if properly presented, to urge the Board of Directors to adopt a policy that the Chairman of the Board be an independent director.

 

Shareholder

 

Against

 

For

 

6.

 

Stockholder proposal, if properly presented, regarding the ownership threshold for calling special meetings of stockholders.

 

Shareholder

 

Against

 

For

 

7.

 

Stockholder proposal, if properly presented, to urge the Board of Directors to adopt a policy to disclose certain incentive compensation clawbacks.

 

Shareholder

 

Against

 

For

 

8.

 

Stockholder proposal, if properly presented, to urge the Board of Directors to report to stockholders on governance measures implemented related to opioids.

 

Shareholder

 

Against

 

For

 

 

AMGEN INC.

 

Security

031162100

Meeting Type

Annual

Ticker Symbol

AMGN

Meeting Date

22-May-2018

Record Date

23-Mar-2018

 

 

 

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. Frank C. Herringer

 

Management

 

For

 

For

 

1i.

 

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

 

Management

 

For

 

For

 

1j.

 

Election of Director: Dr. Tyler Jacks

 

Management

 

For

 

For

 

1k.

 

Election of Director: Ms. Ellen J. Kullman

 

Management

 

For

 

For

 

1l.

 

Election of Director: Dr. Ronald D. Sugar

 

Management

 

For

 

For

 

1m.

 

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, 2018.

 

Management

 

For

 

For

 

4.

 

Stockholder proposal for an annual report on the extent to which risks related to public concern over drug pricing strategies are integrated into our executive incentive compensation.

 

Shareholder

 

Against

 

For

 

 



 

ANTHEM, INC.

 

Security

036752103

Meeting Type

Annual

Ticker Symbol

ANTM

Meeting Date

16-May-2018

Record Date

09-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Lewis Hay, III

 

Management

 

For

 

For

 

1b.

 

Election of Director: Julie A. Hill

 

Management

 

For

 

For

 

1c.

 

Election of Director: Antonio F. Neri

 

Management

 

For

 

For

 

1d.

 

Election of Director: Ramiro G. Peru

 

Management

 

For

 

For

 

2.

 

To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2018.

 

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 allow shareholders owning 20% or more of our common stock to call special meetings of shareholders.

 

Management

 

For

 

For

 

5.

 

Shareholder proposal to allow shareholders owning 10% or more of our common stock to call special meetings of shareholders.

 

Shareholder

 

Against

 

For

 

 

ARDELYX, INC

 

Security

039697107

Meeting Type

Annual

Ticker Symbol

ARDX

Meeting Date

13-Jun-2018

Record Date

20-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

William Bertrand, Jr.

 

 

 

For

 

For

 

 

 

2

Annalisa Jenkins

 

 

 

For

 

For

 

 

 

3

Jan M. Lundberg, Ph.D.

 

 

 

For

 

For

 

2.

 

To ratify the selection, by the Audit Committee of our Board of Directors, of Ernst & Young, LLP as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2018.

 

Management

 

For

 

For

 

 



 

ASTRAZENECA PLC

 

Security

046353108

Meeting Type

Annual

Ticker Symbol

AZN

Meeting Date

18-May-2018

Record Date

06-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To receive the Company’s Accounts, the Reports of the Directors and Auditor and the Strategic Report for the year ended 31 December 2017

 

Management

 

For

 

For

 

2.

 

To confirm dividends

 

Management

 

For

 

For

 

3.

 

To reappoint PricewaterhouseCoopers LLP as Auditor

 

Management

 

For

 

For

 

4.

 

To authorise the Directors to agree the remuneration of the Auditor

 

Management

 

For

 

For

 

5a.

 

Election of Director: Leif Johansson

 

Management

 

For

 

For

 

5b.

 

Election of Director: Pascal Soriot

 

Management

 

For

 

For

 

5c.

 

Election of Director: Marc Dunoyer

 

Management

 

For

 

For

 

5d.

 

Election of Director: Genevieve Berger

 

Management

 

For

 

For

 

5e.

 

Election of Director: Philip Broadley

 

Management

 

For

 

For

 

5f.

 

Election of Director: Graham Chipchase

 

Management

 

For

 

For

 

5g.

 

Election of Director: Deborah DiSanzo

 

Management

 

For

 

For

 

5h.

 

Election of Director: Rudy Markham

 

Management

 

For

 

For

 

5i.

 

Election of Director: Sheri McCoy

 

Management

 

For

 

For

 

5j.

 

Election of Director: Nazneen Rahman

 

Management

 

For

 

For

 

5k.

 

Election of Director: Shriti Vadera

 

Management

 

For

 

For

 

5l.

 

Election of Director: Marcus Wallenberg

 

Management

 

For

 

For

 

6.

 

To approve the Annual Report on Remuneration for the year ended 31 December 2017

 

Management

 

For

 

For

 

7.

 

To authorise limited political donations

 

Management

 

For

 

For

 

8.

 

To authorise the Directors to allot shares

 

Management

 

For

 

For

 

9.

 

To authorise the Directors to disapply pre-emption rights

 

Management

 

For

 

For

 

10.

 

To authorise the Directors to further disapply pre-emption rights for acquisitions and specified capital investments

 

Management

 

For

 

For

 

11.

 

To authorise the Company to purchase its own shares

 

Management

 

For

 

For

 

12.

 

To reduce the notice period for general meetings

 

Management

 

For

 

For

 

13.

 

To adopt new Articles of Association

 

Management

 

For

 

For

 

 

AVADEL PHARMACEUTICALS PLC

 

Security

05337M104

Meeting Type

Annual

Ticker Symbol

AVDL

Meeting Date

18-Jul-2018

Record Date

15-May-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Craig R. Stapleton

 

Management

 

For

 

For

 

1b.

 

Election of Director: Michael S. Anderson

 

Management

 

For

 

For

 

1c.

 

Election of Director: Peter Thornton

 

Management

 

For

 

For

 

1d.

 

Election of Director: Geoffrey M. Glass

 

Management

 

For

 

For

 

1e.

 

Election of Director: Linda S. Palczuk

 

Management

 

For

 

For

 

2.

 

To ratify, in a non-binding vote, the appointment of Deloitte & Touche LLP as the Company’s independent registered public auditor and accounting firm for the fiscal year ending December 31, 2018 and to authorize, in a binding vote, the Audit Committee of the Board to set the independent registered public auditor and accounting firm remuneration.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

4.

 

To authorize the price range at which the Company can re-allot ordinary shares that it holds as treasury shares under Irish law.

 

Management

 

For

 

For

 

 



 

BAXTER INTERNATIONAL INC.

 

Security

071813109

Meeting Type

Annual

Ticker Symbol

BAX

Meeting Date

08-May-2018

Record Date

15-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Jose (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: Munib Islam

 

Management

 

For

 

For

 

1g.

 

Election of Director: Michael F. Mahoney

 

Management

 

For

 

For

 

1h.

 

Election of Director: Stephen N. Oesterle

 

Management

 

For

 

For

 

1i.

 

Election of Director: Carole J. Shapazian

 

Management

 

For

 

For

 

1j.

 

Election of Director: Cathy R. Smith

 

Management

 

For

 

For

 

1k.

 

Election of Director: Thomas T. Stallkamp

 

Management

 

For

 

For

 

1l.

 

Election of Director: Albert P.L. Stroucken

 

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

 

Against

 

For

 

5.

 

Stockholder Proposal- Right to Act by Written Consent

 

Shareholder

 

Against

 

For

 

 



 

BAYER AG

 

Security

D0712D163

Meeting Type

Annual General Meeting

Ticker Symbol

BAYRY

Meeting Date

25-May-2018

Record Date

18-May-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

PRESENTATION OF THE ADOPTED ANNUAL FINANCIAL STATEMENTS AND THE APPROVED CONSOLIDATED FINANCIAL STATEMENTS, THE COMBINED MANAGEMENT REPORT, THE REPORT OF THE SUPERVISORY BOARD AND THE PROPOSAL BY THE BOARD OF MANAGEMENT ON THE USE OF THE DISTRIBUTABLE PROFIT FOR THE FISCAL YEAR 2017, AND RESOLUTION ON THE USE OF THE DISTRIBUTABLE PROFIT

 

Management

 

For

 

For

 

2

 

RATIFICATION OF THE ACTIONS OF THE MEMBERS OF THE BOARD OF MANAGEMENT

 

Management

 

For

 

For

 

3

 

RATIFICATION OF THE ACTIONS OF THE MEMBERS OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

4

 

SUPERVISORY BOARD ELECTION: MR. NORBERT WINKELJOHANN

 

Management

 

For

 

For

 

5

 

ELECTION OF THE AUDITOR FOR THE ANNUAL FINANCIAL STATEMENTS AND FOR THE REVIEW OF THE HALF-YEARLY AND INTERIM FINANCIAL REPORTS: DELOITTE GMBH WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT

 

Management

 

For

 

For

 

 



 

BIOCLIN THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

27-Sep-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Election of Director

 

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

24-Apr-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Amendment and Restatement of Restated Certificate of Incorporation

 

Management

 

For

 

For

 

2.

 

Series B Preferred Stock Financing

 

Management

 

For

 

For

 

3.

 

Waiver of Preemptive Rights

 

Management

 

For

 

For

 

4.

 

Notice of Interested Party Transactions

 

Management

 

For

 

For

 

5.

 

Amendment of 2013 Stock and Option Grant Plan

 

Management

 

For

 

For

 

6.

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

BIOCLIN THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

21-May-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Election of Director

 

Management

 

For

 

For

 

2.

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

BIOGEN INC.

 

Security

09062X103

Meeting Type

Annual

Ticker Symbol

BIIB

Meeting Date

12-Jun-2018

Record Date

17-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Alexander J. Denner

 

Management

 

For

 

For

 

1b.

 

Election of Director: Caroline D. Dorsa

 

Management

 

For

 

For

 

1c.

 

Election of Director: Nancy L. Leaming

 

Management

 

For

 

For

 

1d.

 

Election of Director: Richard C. Mulligan

 

Management

 

For

 

For

 

1e.

 

Election of Director: Robert W. Pangia

 

Management

 

For

 

For

 

1f.

 

Election of Director: Stelios Papadopoulos

 

Management

 

For

 

For

 

1g.

 

Election of Director: Brian S. Posner

 

Management

 

For

 

For

 

1h.

 

Election of Director: Eric K. Rowinsky

 

Management

 

For

 

For

 

1i.

 

Election of Director: Lynn Schenk

 

Management

 

For

 

For

 

1j.

 

Election of Director: Stephen A. Sherwin

 

Management

 

For

 

For

 

1k.

 

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, 2018.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

4.

 

Stockholder proposal requesting certain proxy access bylaw amendments.

 

Shareholder

 

Against

 

For

 

5.

 

Stockholder proposal requesting a report on the extent to which risks related to public concern over drug pricing strategies are integrated into incentive compensation arrangements.

 

Shareholder

 

Against

 

For

 

 



 

BOSTON SCIENTIFIC CORPORATION

 

Security

101137107

Meeting Type

Annual

Ticker Symbol

BSX

Meeting Date

10-May-2018

Record Date

16-Mar-2018

 

 

 

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 ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2018 fiscal year.

 

Management

 

For

 

For

 

 

BRISTOL-MYERS SQUIBB COMPANY

 

Security

110122108

Meeting Type

Annual

Ticker Symbol

BMY

Meeting Date

01-May-2018

Record Date

14-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: P. J. Arduini

 

Management

 

For

 

For

 

1B.

 

Election of Director: J. Baselga, M.D., Ph.D.

 

Management

 

For

 

For

 

1C.

 

Election of Director: R. J. Bertolini

 

Management

 

For

 

For

 

1D.

 

Election of Director: G. Caforio, M.D.

 

Management

 

For

 

For

 

1E.

 

Election of Director: M. W. Emmens

 

Management

 

For

 

For

 

1F.

 

Election of Director: M. Grobstein

 

Management

 

For

 

For

 

1G.

 

Election of Director: A. J. Lacy

 

Management

 

For

 

For

 

1H.

 

Election of Director: D. C. Paliwal

 

Management

 

For

 

For

 

1I.

 

Election of Director: T. R. Samuels

 

Management

 

For

 

For

 

1J.

 

Election of Director: G. L. Storch

 

Management

 

For

 

For

 

1K.

 

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

 

Management

 

For

 

For

 

1L.

 

Election of Director: K. 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 Annual Report Disclosing How Risks Related to Public Concern Over Drug Pricing Strategies are Incorporated into Incentive Compensation Plans

 

Shareholder

 

Against

 

For

 

5.

 

Shareholder Proposal to Lower the Share Ownership Threshold to Call Special Shareholder Meetings

 

Shareholder

 

Against

 

For

 

 



 

CARDINAL HEALTH, INC.

 

Security

14149Y108

Meeting Type

Annual

Ticker Symbol

CAH

Meeting Date

08-Nov-2017

Record Date

11-Sep-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

ELECTION OF DIRECTOR: DAVID J. ANDERSON

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: COLLEEN F. ARNOLD

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: GEORGE S. BARRETT

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: CARRIE S. COX

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: CALVIN DARDEN

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: BRUCE L. DOWNEY

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: PATRICIA A. HEMINGWAY HALL

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: CLAYTON M. JONES

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: GREGORY B. KENNY

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: NANCY KILLEFER

 

Management

 

For

 

For

 

1K.

 

ELECTION OF DIRECTOR: DAVID P. KING

 

Management

 

For

 

For

 

2.

 

PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE 30, 2018.

 

Management

 

For

 

For

 

3.

 

PROPOSAL TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

 

Management

 

For

 

For

 

4.

 

PROPOSAL TO VOTE, ON A NON-BINDING ADVISORY BASIS, ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION.

 

Management

 

1 Year

 

For

 

5.

 

SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO URGE THE BOARD OF DIRECTORS TO ADOPT A POLICY THAT THE CHAIRMAN OF THE BOARD BE AN INDEPENDENT DIRECTOR.

 

Shareholder

 

Against

 

For

 

6.

 

SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO REQUEST THAT THE BOARD OF DIRECTORS ADOPT A BYLAW PROVISION RESTRICTING MANAGEMENT’S ACCESS TO VOTE TALLIES PRIOR TO THE ANNUAL MEETING WITH RESPECT TO CERTAIN EXECUTIVE PAY MATTERS.

 

Shareholder

 

Against

 

For

 

 



 

CELGENE CORPORATION

 

Security

151020104

Meeting Type

Annual

Ticker Symbol

CELG

Meeting Date

13-Jun-2018

Record Date

19-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Mark J. Alles

 

 

 

For

 

For

 

 

 

2

R W Barker, D.Phil, OBE

 

 

 

For

 

For

 

 

 

3

Hans E. Bishop

 

 

 

For

 

For

 

 

 

4

Michael W. Bonney

 

 

 

For

 

For

 

 

 

5

Michael D. Casey

 

 

 

For

 

For

 

 

 

6

Carrie S. Cox

 

 

 

For

 

For

 

 

 

7

Michael A. Friedman, MD

 

 

 

For

 

For

 

 

 

8

Julia A. Haller, M.D.

 

 

 

For

 

For

 

 

 

9

P. A. Hemingway Hall

 

 

 

For

 

For

 

 

 

10

James J. Loughlin

 

 

 

For

 

For

 

 

 

11

Ernest Mario, Ph.D.

 

 

 

For

 

For

 

 

 

12

John H. Weiland

 

 

 

For

 

For

 

2.

 

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

4.

 

Advisory vote on stockholder proposal to request the Company’s Board of Directors to amend the Company’s proxy access by-law provision to eliminate the limit on the number of stockholders that can aggregate their shares to achieve the holding requirement for nomination of directors, described in more detail in the proxy statement.

 

Shareholder

 

Against

 

For

 

5.

 

Advisory vote on stockholder proposal to request the Company’s Board of Directors to adopt a policy and amend the Company’s governing documents to require that the Chairman of the Board be an independent member, described in more detail in the proxy statement.

 

Shareholder

 

For

 

Against

 

 

CELLDEX THERAPEUTICS, INC.

 

Security

15117B103

Meeting Type

Annual

Ticker Symbol

CLDX

Meeting Date

13-Jun-2018

Record Date

25-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Larry Ellberger

 

 

 

For

 

For

 

 

 

2

Anthony S. Marucci

 

 

 

For

 

For

 

 

 

3

Keith L. Brownlie

 

 

 

For

 

For

 

 

 

4

Herbert J. Conrad

 

 

 

For

 

For

 

 

 

5

James J. Marino

 

 

 

For

 

For

 

 

 

6

Gerald McMahon

 

 

 

For

 

For

 

 

 

7

Harry H. Penner, Jr.

 

 

 

For

 

For

 

 

 

8

Karen L. Shoos

 

 

 

For

 

For

 

2.

 

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2018.

 

Management

 

For

 

For

 

3.

 

To approve an amendment to our Restated Certificate of Incorporation, as amended, and grant of discretionary authority to the Board of Directors to effect a reverse stock split.

 

Management

 

For

 

For

 

4.

 

To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement.

 

Management

 

For

 

For

 

 



 

CELLECTIS S.A.

 

Security

15117K103

Meeting Type

Annual

Ticker Symbol

CLLS

Meeting Date

26-Jun-2018

Record Date

11-Jun-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approval of the financial statements for the financial year ended December 31, 2017

 

Management

 

For

 

For

 

2.

 

Approval of the consolidated financial statements for the financial year ended December 31, 2017

 

Management

 

For

 

For

 

3.

 

Allocation of income for the financial year ended December 31, 2017

 

Management

 

For

 

For

 

4.

 

Approval of the agreements referred to in articles L. 225- 38 and the following sections of the French commercial code

 

Management

 

For

 

For

 

5.

 

Setting the amount of the attendance fees to be granted to the non-executive directors

 

Management

 

For

 

For

 

6.

 

Renewal of the term of office of director of Mr. Andre Choulika

 

Management

 

For

 

For

 

7.

 

Renewal of the term of office of director of Mr. David Sourdive

 

Management

 

For

 

For

 

8.

 

Renewal of the term of office of director of Mr. Alain-Paul Godard, independent director according to the rules of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) and Nasdaq Stock Market

 

Management

 

For

 

For

 

9.

 

Renewal of the term of office of J.M.H. Conseil, as Company’s Statutory Auditors

 

Management

 

For

 

For

 

10.

 

Renewal of the term of office of Ernst & Young et Autres, as Company’s Statutory Auditors

 

Management

 

For

 

For

 

11.

 

Approval of 2017 Stock Option Plan and payment for the stock options or stock purchase plan adopted by the Board of Directors on October 11, 2017

 

Management

 

For

 

For

 

12.

 

Authorization to be given to the Board of Directors to buy back Company shares

 

Management

 

For

 

For

 

13.

 

Authorization to be given to the Board of Directors for the purpose of reducing the share capital through the cancellation of shares in the context of the authorization to buy back its own shares

 

Management

 

For

 

For

 

14.

 

Delegation of authority to be granted to the Board of Directors for the purpose of increasing the share capital by issuing ordinary shares and/or any securities, with a waiver of the preferential subscription rights of the shareholders, in favor of a category of persons meeting specified characteristics

 

Management

 

For

 

For

 

15.

 

Delegation of authority to be granted to the Board of Directors for the purpose of increasing the share capital through the issuance of ordinary shares or of any securities with a waiver of the preferential subscription rights of the shareholders, in favor of a category of persons ensuring the underwriting of the Company’s equity securities that may arise as part of an equity line financing or bond financing

 

Management

 

For

 

For

 

16.

 

Delegation of authority to be granted to the Board of Directors for the purpose of increasing the share capital immediately or in the future by issuing ordinary shares or any securities, while maintaining the preferential subscription rights of shareholders

 

Management

 

For

 

For

 

17.

 

Delegation of authority to be granted to the Board of Directors for the purpose of increasing the share capital through the issuance of ordinary shares and/or any securities, with waiver of the preferential subscription rights of the shareholders, through a public offering

 

Management

 

For

 

For

 

18.

 

Delegation of authority to be granted to the Board of Directors for the purpose of increasing the share capital through the issuance of ordinary shares and/or of any securities, with waiver of the preferential subscription rights of the shareholders, through an offer to qualified investors or a restricted circle of investors within the meaning of paragraph II of article L. 411-2 of the French monetary and financial code

 

Management

 

For

 

For

 

19.

 

Delegation granted to the Board of Directors to increase the number of securities to be issued in case of share capital increase with or without preferential subscription rights

 

Management

 

For

 

For

 

20.

 

Overall limitations to the amount of issuances made under the 14th resolution, the 15th resolution, the 16th resolution, the 17th resolution, the 18th resolution, and the 19th resolution above

 

Management

 

For

 

For

 

21.

 

Delegation of authority to be granted to the Board of Directors for the purpose of increasing the share capital by incorporation of premiums, reserves, profits or others

 

Management

 

For

 

For

 

22.

 

Authorization to be given to the Board of Directors to grant options to subscribe or purchase Company’s shares

 

Management

 

For

 

For

 

23.

 

Authorization be given to the Board of Directors for the allocation of free shares existing and/or to be issued in the future

 

Management

 

For

 

For

 

24.

 

Delegation of authority to be granted to the Board of Directors to issue warrants giving the right to subscribe ordinary shares of the Company - Cancellation of the preferential right of subscription to the benefit of a category of persons meeting specific characteristics

 

Management

 

For

 

For

 

25.

 

Delegation of authority to be granted to the Board of Directors for the purpose of issuing warrants to subscribe to and/or acquire redeemable shares (BSAAR) or share subscription warrants - with a waiver of the preferential subscription rights in favor of the following category of beneficiaries: employees and corporate officers of the Company and its subsidiaries

 

Management

 

For

 

For

 

26.

 

Authorization for the Board of Directors to freely allocate preferred shares of the Company to the employees and and/or the executive officers of the Company and its subsidiaries entailing the waiver by the shareholders of their preferential subscription rights

 

Management

 

For

 

For

 

27.

 

Overall limitations to the amount of issues made under the 22nd resolution, the 23rd resolution, the 24th resolution, the 25th resolution and the 26th resolution above

 

Management

 

For

 

For

 

28.

 

Removal of the obligation to submit certain decisions to the Board of Directors’ approval, as listed in Article 14.1.1. Section 4 of the bylaws

 

Management

 

For

 

For

 

29.

 

Delegation to be granted to the Board of Directors for the purpose of an increase in the share capital whose subscription would be reserved to members of a company savings plan established pursuant to articles L. 3332-1 and following of the French labor code

 

Management

 

For

 

N/A

 

 



 

CENTENE CORPORATION

 

Security

15135B101

Meeting Type

Annual

Ticker Symbol

CNC

Meeting Date

24-Apr-2018

Record Date

23-Feb-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Jessica L. Blume

 

Management

 

For

 

For

 

1B.

 

Election of Director: Frederick H. Eppinger

 

Management

 

For

 

For

 

1C.

 

Election of Director: David L. Steward

 

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, 2018.

 

Management

 

For

 

For

 

 

CIGNA CORPORATION

 

Security

125509109

Meeting Type

Annual

Ticker Symbol

CI

Meeting Date

25-Apr-2018

Record Date

26-Feb-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

Election of Director: David M. Cordani

 

Management

 

For

 

For

 

1B

 

Election of Director: Eric J. Foss

 

Management

 

For

 

For

 

1C

 

Election of Director: Isaiah Harris, Jr.

 

Management

 

For

 

For

 

1D

 

Election of Director: Roman Martinez IV

 

Management

 

For

 

For

 

1E

 

Election of Director: John M. Partridge

 

Management

 

For

 

For

 

1F

 

Election of Director: James E. Rogers

 

Management

 

For

 

For

 

1G

 

Election of Director: Eric C. Wiseman

 

Management

 

For

 

For

 

1H

 

Election of Director: Donna F. Zarcone

 

Management

 

For

 

For

 

1I

 

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 2018.

 

Management

 

For

 

For

 

4.

 

Approval of an amendment to the Company’s Restated Certificate of Incorporation to eliminate the supermajority voting requirement.

 

Management

 

For

 

For

 

 

COHERUS BIOSCIENCES INC

 

Security

19249H103

Meeting Type

Annual

Ticker Symbol

CHRS

Meeting Date

23-May-2018

Record Date

02-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Christos Richards

 

 

 

For

 

For

 

 

 

2

V. Bryan Lawlis, Ph.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, 2018.

 

Management

 

For

 

For

 

 



 

COMMUNITY HEALTH SYSTEMS, INC.

 

Security

203668108

Meeting Type

Annual

Ticker Symbol

CYH

Meeting Date

15-May-2018

Record Date

19-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: John A. Clerico

 

Management

 

For

 

For

 

1b.

 

Election of Director: Michael Dinkins

 

Management

 

For

 

For

 

1c.

 

Election of Director: James S. Ely III

 

Management

 

For

 

For

 

1d.

 

Election of Director: John A. Fry

 

Management

 

For

 

For

 

1e.

 

Election of Director: Tim L. Hingtgen

 

Management

 

For

 

For

 

1f.

 

Election of Director: William Norris Jennings, M.D.

 

Management

 

For

 

For

 

1g.

 

Election of Director: K. Ranga Krishnan, MBBS

 

Management

 

For

 

For

 

1h.

 

Election of Director: Julia B. North

 

Management

 

For

 

For

 

1i.

 

Election of Director: Wayne T. Smith

 

Management

 

For

 

For

 

1j.

 

Election of Director: H. James Williams, Ph.D.

 

Management

 

For

 

For

 

2.

 

Proposal to approve on an advisory (non-binding) basis the compensation of the Company’s named executive officers.

 

Management

 

For

 

For

 

3.

 

Proposal to approve the amendment and restatement of the Community Health Systems, Inc. 2009 Stock Option and Award Plan, which was approved by the Board of Directors as of March 14, 2018, subject to stockholder approval.

 

Management

 

For

 

For

 

4.

 

Proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

Management

 

For

 

For

 

5.

 

Stockholder proposal entitled “Clean Energy Resolution.”

 

Shareholder

 

Against

 

For

 

 



 

CSL LTD

 

Security

N/A

Meeting Type

Annual General Meeting

Ticker Symbol

CMXHF

Meeting Date

18-Oct-2017

Record Date

16-Oct-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

2.A

 

TO RE-ELECT PROFESSOR JOHN SHINE AS A DIRECTOR

 

Management

 

For

 

For

 

2.B

 

TO RE-ELECT MR BRUCE BROOK AS A DIRECTOR

 

Management

 

For

 

For

 

2.C

 

TO RE-ELECT MS CHRISTINE O’REILLY AS A DIRECTOR

 

Management

 

For

 

For

 

3

 

ADOPTION OF THE REMUNERATION REPORT

 

Management

 

For

 

For

 

4

 

GRANT OF PERFORMANCE SHARE UNITS TO THE CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR, MR PAUL PERREAULT

 

Management

 

For

 

For

 

CMMT

 

IF YOU INTEND TO VOTE FOR THE REMUNERATION REPORT, THEN YOU SHOULD VOTE-AGAINST THE SPILL RESOLUTION

 

Non-Voting

 

N/A

 

N/A

 

5

 

SPILL RESOLUTION (CONTINGENT ITEM): THAT, SUBJECT TO AND CONDITIONAL ON AT LEAST 25% OF THE VOTES CAST ON THE RESOLUTION PROPOSED ON ITEM 3 (ADOPTION OF REMUNERATION REPORT) IN THIS NOTICE OF ANNUAL GENERAL MEETING BEING AGAINST THE ADOPTION OF THE REMUNERATION REPORT, AS REQUIRED BY THE CORPORATIONS ACT 2001 (CTH): (A) AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY (SPILL MEETING) BE HELD WITHIN 90 DAYS AFTER THE PASSING OF THIS RESOLUTION; (B) ALL OF THE NON-EXECUTIVE DIRECTORS OF THE COMPANY IN OFFICE AT THE TIME WHEN THE RESOLUTION TO MAKE THE DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017 WAS PASSED, AND WHO REMAIN IN OFFICE AT THE TIME OF THE SPILL MEETING, CEASE TO HOLD OFFICE IMMEDIATELY BEFORE THE END OF THE SPILL MEETING; AND (C) RESOLUTIONS TO APPOINT PERSONS TO OFFICES THAT WILL BE VACATED IMMEDIATELY BEFORE THE END OF THE SPILL MEETING BE PUT TO THE VOTE AT THE SPILL MEETING

 

Shareholder

 

Against

 

For

 

 



 

CVS HEALTH CORPORATION

 

Security

126650100

Meeting Type

Special

Ticker Symbol

CVS

Meeting Date

13-Mar-2018

Record Date

05-Feb-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Stock Issuance Proposal: To approve the issuance of shares of CVS Health Corporation common stock to shareholders of Aetna Inc. in the merger between Aetna Inc. and Hudson Merger Sub Corp., a wholly-owned subsidiary of CVS Health Corporation, pursuant to the terms and conditions of the Agreement and Plan of Merger dated as of December 3, 2017, as it may be amended from time to time, among CVS Health Corporation, Hudson Merger Sub Corp. and Aetna Inc.

 

Management

 

For

 

For

 

2.

 

Adjournment Proposal: To approve the adjournment from time to time of the special meeting of stockholders of CVS Health Corporation 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

 

 

CVS HEALTH CORPORATION

 

Security

126650100

Meeting Type

Annual

Ticker Symbol

CVS

Meeting Date

04-Jun-2018

Record Date

10-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Richard M. Bracken

 

Management

 

For

 

For

 

1b.

 

Election of Director: C. David Brown II

 

Management

 

For

 

For

 

1c.

 

Election of Director: Alecia A. DeCoudreaux

 

Management

 

For

 

For

 

1d.

 

Election of Director: Nancy-Ann M. DeParle

 

Management

 

For

 

For

 

1e.

 

Election of Director: David W. Dorman

 

Management

 

For

 

For

 

1f.

 

Election of Director: Anne M. Finucane

 

Management

 

For

 

For

 

1g.

 

Election of Director: Larry J. Merlo

 

Management

 

For

 

For

 

1h.

 

Election of Director: Jean-Pierre Millon

 

Management

 

For

 

For

 

1i.

 

Election of Director: Mary L. Schapiro

 

Management

 

For

 

For

 

1j.

 

Election of Director: Richard J. Swift

 

Management

 

For

 

For

 

1k.

 

Election of Director: William C. Weldon

 

Management

 

For

 

For

 

1l.

 

Election of Director: Tony L. White

 

Management

 

For

 

For

 

2.

 

Proposal to ratify appointment of independent registered public accounting firm for 2018.

 

Management

 

For

 

For

 

3.

 

Say on Pay - an advisory vote on the approval of executive compensation.

 

Management

 

For

 

For

 

4.

 

Proposal to approve an amendment to the Company’s Certificate of Incorporation to reduce the ownership threshold for our stockholders’ right to call special meetings.

 

Management

 

For

 

For

 

5.

 

Stockholder proposal regarding executive pay confidential voting.

 

Shareholder

 

Against

 

For

 

 



 

DANAHER CORPORATION

 

Security

235851102

Meeting Type

Annual

Ticker Symbol

DHR

Meeting Date

08-May-2018

Record Date

12-Mar-2018

 

 

 

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.

 

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 that Danaher reduce shareholder special meeting threshold from 25% to 10%.

 

Shareholder

 

Against

 

For

 

 

DIPLOMAT PHARMACY, INC.

 

Security

25456K101

Meeting Type

Annual

Ticker Symbol

DPLO

Meeting Date

12-Jun-2018

Record Date

18-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

David Dreyer

 

 

 

For

 

For

 

 

 

2

Philip R. Hagerman

 

 

 

For

 

For

 

 

 

3

Shawn C. Tomasello

 

 

 

For

 

For

 

2.

 

Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

Management

 

For

 

For

 

3.

 

Advisory approval of named executive officer compensation.

 

Management

 

For

 

For

 

 

DYNAVAX TECHNOLOGIES CORPORATION

 

Security

268158201

Meeting Type

Special

Ticker Symbol

DVAX

Meeting Date

31-Jul-2017

Record Date

30-Jun-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE AN AMENDMENT TO THE COMPANY’S SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 69,500,000 TO 139,000,000.

 

Management

 

For

 

For

 

2.

 

TO AUTHORIZE AN ADJOURNMENT OF THE MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE PROPOSAL 1.

 

Management

 

For

 

For

 

 



 

EDWARDS LIFESCIENCES CORPORATION

 

Security

28176E108

Meeting Type

Annual

Ticker Symbol

EW

Meeting Date

17-May-2018

Record Date

22-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

ELECTION OF DIRECTOR: Michael A. Mussallem

 

Management

 

For

 

For

 

1b.

 

ELECTION OF DIRECTOR: Kieran T. Gallahue

 

Management

 

For

 

For

 

1c.

 

ELECTION OF DIRECTOR: Leslie S. Heisz

 

Management

 

For

 

For

 

1d.

 

ELECTION OF DIRECTOR: William J. Link, Ph.D.

 

Management

 

For

 

For

 

1e.

 

ELECTION OF DIRECTOR: Steven R. Loranger

 

Management

 

For

 

For

 

1f.

 

ELECTION OF DIRECTOR: Martha H. Marsh

 

Management

 

For

 

For

 

1g.

 

ELECTION OF DIRECTOR: Wesley W. von Schack

 

Management

 

For

 

For

 

1h.

 

ELECTION OF DIRECTOR: Nicholas J. Valeriani

 

Management

 

For

 

For

 

2.

 

ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS

 

Management

 

For

 

For

 

3.

 

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Management

 

For

 

For

 

4.

 

ADVISORY VOTE ON A STOCKHOLDER PROPOSAL REGARDING ACTION BY WRITTEN CONSENT

 

Shareholder

 

Against

 

For

 

 

ELI LILLY AND COMPANY

 

Security

532457108

Meeting Type

Annual

Ticker Symbol

LLY

Meeting Date

07-May-2018

Record Date

12-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: K. Baicker

 

Management

 

For

 

For

 

1b.

 

Election of Director: J. E. Fyrwald

 

Management

 

For

 

For

 

1c.

 

Election of Director: J. Jackson

 

Management

 

For

 

For

 

1d.

 

Election of Director: E. R. Marram

 

Management

 

For

 

For

 

1e.

 

Election of Director: J. P. Tai

 

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 2018.

 

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 supermajority voting provisions.

 

Management

 

For

 

For

 

6.

 

Approve the Amended and Restated 2002 Lilly Stock Plan.

 

Management

 

For

 

For

 

7.

 

Shareholder proposal seeking support for the descheduling of cannabis.

 

Shareholder

 

Against

 

For

 

8.

 

Shareholder proposal requesting report regarding direct and indirect political contributions.

 

Shareholder

 

Against

 

For

 

9.

 

Shareholder proposal requesting report on policies and practices regarding contract animal laboratories.

 

Shareholder

 

Against

 

For

 

10.

 

Shareholder proposal requesting report on extent to which risks related to public concern over drug pricing strategies are integrated into incentive compensation arrangements.

 

Shareholder

 

Against

 

For

 

 



 

ENDO INTERNATIONAL PLC

 

Security

G30401106

Meeting Type

Annual

Ticker Symbol

ENDP

Meeting Date

07-Jun-2018

Record Date

13-Apr-2018

 

 

 

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

 

1h.

 

Election of Director: Todd B. Sisitsky

 

Management

 

For

 

For

 

2.

 

To approve the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018 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

 

3.

 

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

 

Management

 

For

 

For

 

4.

 

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

 

Management

 

For

 

For

 

5.

 

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

 

Management

 

For

 

For

 

6.

 

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

 

Management

 

For

 

For

 

 

EXPRESS SCRIPTS HOLDING COMPANY

 

Security

30219G108

Meeting Type

Annual

Ticker Symbol

ESRX

Meeting Date

10-May-2018

Record Date

13-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Maura C. Breen

 

Management

 

For

 

For

 

1b.

 

Election of Director: William J. DeLaney

 

Management

 

For

 

For

 

1c.

 

Election of Director: Elder Granger, MD, MG, USA (Retired)

 

Management

 

For

 

For

 

1d.

 

Election of Director: Nicholas J. LaHowchic

 

Management

 

For

 

For

 

1e.

 

Election of Director: Thomas P. Mac Mahon

 

Management

 

For

 

For

 

1f.

 

Election of Director: Kathleen M. Mazzarella

 

Management

 

For

 

For

 

1g.

 

Election of Director: Frank Mergenthaler

 

Management

 

For

 

For

 

1h.

 

Election of Director: Woodrow A. Myers, Jr., MD

 

Management

 

For

 

For

 

1i.

 

Election of Director: Roderick A. Palmore

 

Management

 

For

 

For

 

1j.

 

Election of Director: George Paz

 

Management

 

For

 

For

 

1k.

 

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

 

Management

 

For

 

For

 

1l.

 

Election of Director: Seymour Sternberg

 

Management

 

For

 

For

 

1m.

 

Election of Director: Timothy Wentworth

 

Management

 

For

 

For

 

2.

 

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for 2018.

 

Management

 

For

 

For

 

3.

 

To approve, by non-binding vote, the compensation of the Company’s named executive officers.

 

Management

 

For

 

For

 

4.

 

Stockholder proposal requesting the Company to report annually to the Board and stockholders identifying whether there exists a gender pay-gap among the Company’s employees and other related disclosures.

 

Shareholder

 

Against

 

For

 

5.

 

Stockholder proposal requesting the Board annually review and publicly report on its cyber risk.

 

Shareholder

 

Against

 

For

 

 



 

FOAMIX PHARMACEUTICALS LTD

 

Security

M46135105

Meeting Type

Special

Ticker Symbol

FOMX

Meeting Date

27-Nov-2017

Record Date

25-Oct-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

(I) PAY MR. DOMZALSKI ANNUAL COMPENSATION OF $440,000 FOR HIS SERVICES AS THE CHIEF EXECUTIVE OFFICER OF THE COMPANY, EFFECTIVE AS OF JULY 1, 2017, (II) APPROVE MR. DOMZALSKI’S CASH BONUS FOR THE SIX MONTH PERIOD COMMENCING AS OF JULY 1, 2017 UP TO A MAXIMUM AMOUNT OF $132,000, SUBJECT TO ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

1A.

 

DO YOU HAVE A PERSONAL INTEREST IN THE APPROVAL OF THIS PROPOSAL #1? MARK “FOR” = YES OR “AGAINST” = NO.

 

Management

 

Against

 

N/A

 

2.

 

AWARD MR. DOMZALSKI 327,720 OPTIONS AND 81,930 RSUS UNDER THE COMPANY’S 2015 ISRAELI SHARE INCENTIVE PLAN AND ITS 2015 U.S. ADDENDUM.

 

Management

 

For

 

For

 

2A.

 

DO YOU HAVE A PERSONAL INTEREST IN THE APPROVAL OF THIS PROPOSAL #2? MARK “FOR” = YES OR “AGAINST” = NO.

 

Management

 

Against

 

N/A

 

 



 

FOAMIX PHARMACEUTICALS LTD

 

Security

M46135105

Meeting Type

Annual

Ticker Symbol

FOMX

Meeting Date

08-May-2018

Record Date

10-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Appoint Kesselman & Kesselman (a member firm of PricewaterhouseCoopers International Limited, or PwC) an independent registered public accounting firm, as the Company’s independent public accountants for the fiscal year ending December 31, 2018, 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

 

2

 

Ratify the election of Mr. David Domzalski as a director of the Company.

 

Management

 

For

 

For

 

3

 

Approve the annual equity incentive awards to the Company’s non- executive directors, as set out under Proposal 3 in the Company’s proxy statement.

 

Management

 

For

 

For

 

4a

 

Approve the equity incentive grants to Mr. Domzalski for 2017, as set out under Proposal 4(a) in the Company’s proxy statement.

 

Management

 

For

 

For

 

4a1

 

Please confirm you are a controlling shareholder/have a personal interest in the approval of Proposal 4(a)? If you vote FOR=YES or not at all your vote may not count for the Corresponding Proposal For= Yes, No=Against

 

Management

 

Against

 

N/A

 

4b

 

Approve the terms of Mr. Domzalski’s cash bonus and equity compensation for 2018, as set out under Proposal 4(b) of the Company’s proxy statement.

 

Management

 

For

 

For

 

4b1

 

Please confirm you are a controlling shareholder/have a personal interest in the approval of Proposal 4(b)? If you vote FOR=YES or not at all your vote may not count for the Corresponding Proposal For= Yes, No=Against

 

Management

 

Against

 

N/A

 

5a

 

Approve the 2016 equity conversion bonus for Dr. Tamarkin in respect of 2016, as set out under Proposal 5(a) of the Company’s proxy statement

 

Management

 

For

 

For

 

5a1

 

Please confirm you are a controlling shareholder/have a personal interest in the approval of Proposal 5(a)? If you vote FOR=YES or not at all your vote may not count for the Corresponding Proposal For= Yes, No=Against

 

Management

 

Against

 

N/A

 

5b

 

Approve Dr. Tamarkin’s cash bonus in respect of the first half of 2017, as set out under Proposal 5(b) of the Company’s proxy statement.

 

Management

 

For

 

For

 

5b1

 

Please confirm you are a controlling shareholder/have a personal interest in the approval of Proposal 5(b)? If you vote FOR=YES or not at all your vote may not count for the Corresponding Proposal For= Yes, No=Against

 

Management

 

Against

 

N/A

 

6.

 

Approve the Company’s Amended Compensation Policy, as set out under Proposal 6 of the Company’s proxy statement.

 

Management

 

For

 

For

 

6a

 

Please confirm you are a controlling shareholder/have a personal interest in the approval of Proposal 6? If you vote FOR=YES or not at all your vote may not count for the Corresponding Proposal For= Yes, No=Against

 

Management

 

Against

 

N/A

 

 



 

GENMAB A/S

 

Security

K3967W102

Meeting Type

Annual General Meeting

Ticker Symbol

GEN.CO

Meeting Date

10-Apr-2018

Record Date

03-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

REPORT OF THE BOARD OF DIRECTORS ON THE COMPANY’S ACTIVITIES DURING THE YEAR

 

Non-Voting

 

N/A

 

N/A

 

2

 

APPROVAL OF THE AUDITED ANNUAL REPORT AND DISCHARGE OF THE BOARD OF DIRECTORS AND THE EXECUTIVE MANAGEMENT

 

Management

 

For

 

For

 

3

 

DECISION AS TO THE DISTRIBUTION OF PROFIT ACCORDING TO THE APPROVED ANNUAL REPORT

 

Management

 

For

 

For

 

4.A

 

RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: MATS PETTERSSON

 

Management

 

For

 

For

 

4.B

 

RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: DR. ANDERS GERSEL PEDERSEN

 

Management

 

For

 

For

 

4.C

 

RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: DEIRDRE P. CONNELLY

 

Management

 

For

 

For

 

4.D

 

RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: PERNILLE ERENBJERG

 

Management

 

For

 

For

 

4.E

 

RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: ROLF HOFFMANN

 

Management

 

For

 

For

 

4.F

 

RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: DR. PAOLO PAOLETTI

 

Management

 

For

 

For

 

5

 

RE-ELECTION OF PRICEWATERHOUSECOOPERS STATSAUTORISERET REVISIONSPARTNERSELSKAB AS AUDITOR

 

Management

 

For

 

For

 

6.A

 

PROPOSAL FROM THE BOARD OF DIRECTORS: AMENDMENT OF THE REMUNERATION PRINCIPLES FOR THE BOARD OF DIRECTORS AND THE EXECUTIVE MANAGEMENT

 

Management

 

For

 

For

 

6.B

 

PROPOSAL FROM THE BOARD OF DIRECTORS: ADOPTION OF THE BOARD OF DIRECTORS’ REMUNERATION FOR 2018

 

Management

 

For

 

For

 

6.C

 

PROPOSAL FROM THE BOARD OF DIRECTORS: AMENDMENT OF ARTICLE 4A (AUTHORIZATION TO ISSUE SHARES)

 

Management

 

For

 

For

 

6.D

 

PROPOSAL FROM THE BOARD OF DIRECTORS: AMENDMENT OF ARTICLE 8 (LANGUAGE OF DOCUMENTS PREPARED IN CONNECTION WITH THE GENERAL MEETING)

 

Management

 

For

 

For

 

6.E

 

PROPOSAL FROM THE BOARD OF DIRECTORS: AMENDMENT OF ARTICLE 12 (RETIREMENT AGE FOR THE MEMBERS OF THE BOARD OF DIRECTORS)

 

Management

 

For

 

For

 

7

 

AUTHORIZATION OF CHAIRMAN OF GENERAL MEETING TO REGISTER RESOLUTIONS PASSED BY GENERAL MEETING

 

Management

 

For

 

For

 

8

 

MISCELLANEOUS

 

Non-Voting

 

N/A

 

N/A

 

 



 

GENOMEDX BIOSCIENCES, INC.

 

Security

N/A

Meeting Type

Special

Ticker Symbol

N/A

Meeting Date

20-Nov-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Authorized Share Structure Amendment Resolution

 

Management

 

For

 

For

 

2.

 

Special Rights and Restrictions Resolution

 

Management

 

For

 

For

 

3.

 

Class C Preferred Share Issuance Resolution

 

Management

 

For

 

For

 

 

GENOMEDX BIOSCIENCES, INC.

 

Security

N/A

Meeting Type

Special

Ticker Symbol

N/A

Meeting Date

8-Jan-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Non-shareholders as Proxyholders Resolution

 

Management

 

For

 

For

 

2.

 

Special Rights and Restrictions Resolution

 

Management

 

For

 

For

 

 

GENOMEDX BIOSCIENCES, INC.

 

Security

N/A

Meeting Type

Special

Ticker Symbol

N/A

Meeting Date

4-Feb-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Non-shareholders as Proxyholders Resolution

 

Management

 

For

 

For

 

2.

 

Authorized Share Structure Amendment Resolution

 

Management

 

For

 

For

 

3.

 

Articles Amendment Resolution

 

Management

 

For

 

For

 

4.

 

New Preferred Share Issuance Resolution

 

Management

 

For

 

For

 

 

GENOMEDX BIOSCIENCES, INC.

 

Security

N/A

Meeting Type

Special

Ticker Symbol

N/A

Meeting Date

31-Mar-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Non-shareholders as Proxyholders Resolution

 

Management

 

For

 

For

 

2.

 

Authorized Share Structure Amendment Resolution

 

Management

 

For

 

For

 

3.

 

Articles Amendment Resolution

 

Management

 

For

 

For

 

4.

 

New Preferred Share Issuance Resolution

 

Management

 

For

 

For

 

 

GENOMEDX BIOSCIENCES, INC.

 

Security

N/A

Meeting Type

Special

Ticker Symbol

N/A

Meeting Date

9-Jul-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Non-shareholders as Proxyholders Resolution

 

Management

 

For

 

For

 

2.

 

Domestication Resolution

 

Management

 

For

 

For

 

 



 

GILEAD SCIENCES, INC.

 

Security

375558103

Meeting Type

Annual

Ticker Symbol

GILD

Meeting Date

09-May-2018

Record Date

16-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

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

 

Management

 

For

 

For

 

1b.

 

Election of Director: Jacqueline K. Barton, 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: John C. Martin, Ph.D.

 

Management

 

For

 

For

 

1f.

 

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

 

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, 2018.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

4.

 

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

 

Shareholder

 

Against

 

For

 

5.

 

To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board take steps to permit stockholder action by written consent.

 

Shareholder

 

Against

 

For

 

 

GLAXOSMITHKLINE PLC

 

Security

37733W105

Meeting Type

Annual

Ticker Symbol

GSK

Meeting Date

03-May-2018

Record Date

23-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To receive and adopt the 2017 Annual Report

 

Management

 

For

 

For

 

2.

 

To approve the Annual report on remuneration

 

Management

 

For

 

For

 

3.

 

To elect Dr Hal Barron as a Director

 

Management

 

For

 

For

 

4.

 

To elect Dr Laurie Glimcher as a Director

 

Management

 

For

 

For

 

5.

 

To re-elect Philip Hampton as a Director

 

Management

 

For

 

For

 

6.

 

To re-elect Emma Walmsley as a Director

 

Management

 

For

 

For

 

7.

 

To re-elect Vindi Banga as a Director

 

Management

 

For

 

For

 

8.

 

To re-elect Dr Vivienne Cox as a Director

 

Management

 

For

 

For

 

9.

 

To re-elect Simon Dingemans as a Director

 

Management

 

For

 

For

 

10.

 

To re-elect Lynn Elsenhans as a Director

 

Management

 

For

 

For

 

11.

 

To re-elect Dr Jesse Goodman as a Director

 

Management

 

For

 

For

 

12.

 

To re-elect Judy Lewent as a Director

 

Management

 

For

 

For

 

13.

 

To re-elect Urs Rohner as a Director

 

Management

 

For

 

For

 

14.

 

To appoint auditors

 

Management

 

For

 

For

 

15.

 

To determine remuneration of auditors

 

Management

 

For

 

For

 

16.

 

To authorise the company and its subsidiaries to make donations to political organisations and incur political expenditure

 

Management

 

For

 

For

 

17.

 

To authorise allotment of shares

 

Management

 

For

 

For

 

18.

 

To disapply pre-emption rights - general power (special resolution)

 

Management

 

For

 

For

 

19.

 

To disapply pre-emption rights - in connection with an acquisition or specified capital investment (special resolution)

 

Management

 

For

 

For

 

20.

 

To authorise the company to purchase its own shares (special resolution)

 

Management

 

For

 

For

 

21.

 

To authorise exemption from statement of name of senior statutory auditor

 

Management

 

For

 

For

 

22.

 

To authorise reduced notice of a general meeting other than an AGM (special resolution)

 

Management

 

For

 

For

 

23.

 

To approve adoption of new Articles of Association (special resolution)

 

Management

 

For

 

For

 

 



 

GLAXOSMITHKLINE PLC

 

Security

37733W105

Meeting Type

Special

Ticker Symbol

GSK

Meeting Date

03-May-2018

Record Date

09-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the buyout of Novartis’ interest in GlaxoSmithKline Consumer Healthcare Holdings Limited for the purposes of Chapter 11 of the Listing Rules of the Financial Conduct Authority

 

Management

 

For

 

For

 

 

GLOBAL MEDICAL REIT INC.

 

Security

37954A204

Meeting Type

Annual

Ticker Symbol

GMRE

Meeting Date

30-May-2018

Record Date

04-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jeffrey Busch

 

 

 

For

 

For

 

 

 

2

Henry Cole

 

 

 

For

 

For

 

 

 

3

Matthew L. Cypher, Ph.D

 

 

 

For

 

For

 

 

 

4

Zhang Jingguo

 

 

 

For

 

For

 

 

 

5

Ronald Marston

 

 

 

For

 

For

 

 

 

6

Dr. Roscoe Moore

 

 

 

For

 

For

 

 

 

7

Zhang Huiqi

 

 

 

For

 

For

 

 

 

8

Lori Beth Wittman

 

 

 

For

 

For

 

2.

 

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

 

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.

 

To ratify the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.

 

Management

 

For

 

For

 

 

HCA HEALTHCARE, INC.

 

Security

40412C101

Meeting Type

Annual

Ticker Symbol

HCA

Meeting Date

26-Apr-2018

Record Date

07-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: R. Milton Johnson

 

Management

 

For

 

For

 

1b.

 

Election of Director: Robert J. Dennis

 

Management

 

For

 

For

 

1c.

 

Election of Director: Nancy-Ann DeParle

 

Management

 

For

 

For

 

1d.

 

Election of Director: Thomas F. Frist III

 

Management

 

For

 

For

 

1e.

 

Election of Director: William R. Frist

 

Management

 

For

 

For

 

1f.

 

Election of Director: Charles O. Holliday, Jr.

 

Management

 

For

 

For

 

1g.

 

Election of Director: Ann H. Lamont

 

Management

 

For

 

For

 

1h.

 

Election of Director: Geoffrey G. Meyers

 

Management

 

For

 

For

 

1i.

 

Election of Director: Michael W. Michelson

 

Management

 

For

 

For

 

1j.

 

Election of Director: Wayne J. Riley, M.D.

 

Management

 

For

 

For

 

1k.

 

Election of Director: John W. Rowe, M.D.

 

Management

 

For

 

For

 

2.

 

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2018

 

Management

 

For

 

For

 

3.

 

Advisory vote to approve named executive officer compensation

 

Management

 

For

 

For

 

4.

 

Advisory vote to approve the frequency of future advisory votes to approve named executive officer compensation

 

Management

 

1 Year

 

For

 

 



 

HCP, INC.

 

Security

40414L109

Meeting Type

Annual

Ticker Symbol

HCP

Meeting Date

26-Apr-2018

Record Date

07-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Brian G. Cartwright

 

Management

 

For

 

For

 

1b.

 

Election of Director: Christine N. Garvey

 

Management

 

For

 

For

 

1c.

 

Election of Director: David B. Henry

 

Management

 

For

 

For

 

1d.

 

Election of Director: Thomas M. Herzog

 

Management

 

For

 

For

 

1e.

 

Election of Director: Peter L. Rhein

 

Management

 

For

 

For

 

1f.

 

Election of Director: Joseph P. Sullivan

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of Deloitte & Touche LLP as HCP’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

Management

 

For

 

For

 

3.

 

Approval, on an advisory basis, of executive compensation.

 

Management

 

For

 

For

 

 

HEALTHCARE REALTY TRUST INCORPORATED

 

Security

421946104

Meeting Type

Annual

Ticker Symbol

HR

Meeting Date

08-May-2018

Record Date

09-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

David R. Emery

 

 

 

For

 

For

 

 

 

2

Todd J. Meredith

 

 

 

For

 

For

 

 

 

3

Nancy H. Agee

 

 

 

For

 

For

 

 

 

4

Edward H. Braman

 

 

 

For

 

For

 

 

 

5

Peter F. Lyle, Sr.

 

 

 

For

 

For

 

 

 

6

Edwin B. Morris III

 

 

 

For

 

For

 

 

 

7

John Knox Singleton

 

 

 

For

 

For

 

 

 

8

Bruce D. Sullivan

 

 

 

For

 

For

 

 

 

9

Christann M. Vasquez

 

 

 

For

 

For

 

2.

 

To ratify the appointment of BDO USA, LLP as the independent registered public accounting firm for the Company and its subsidiaries for the Company’s 2018 fiscal year.

 

Management

 

For

 

For

 

3.

 

RESOLVED, that the shareholders of Healthcare Realty Trust Incorporated approve, on a non-binding advisory basis, the compensation of the Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K in the Company’s proxy statement for the 2018 Annual Meeting of Shareholders.

 

Management

 

For

 

For

 

 

HEALTHCARE TRUST OF AMERICA, INC.

 

Security

42225P501

Meeting Type

Annual

Ticker Symbol

HTA

Meeting Date

09-Jul-2018

Record Date

20-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Scott D. Peters

 

Management

 

For

 

For

 

1b.

 

Election of Director: W. Bradley Blair, II

 

Management

 

For

 

For

 

1c.

 

Election of Director: Vicki U. Booth

 

Management

 

For

 

For

 

1d.

 

Election of Director: Roberta B. Bowman

 

Management

 

For

 

For

 

1e.

 

Election of Director: Maurice J. DeWald

 

Management

 

For

 

For

 

1f.

 

Election of Director: Warren D. Fix

 

Management

 

For

 

For

 

1g.

 

Election of Director: Peter N. Foss

 

Management

 

For

 

For

 

1h.

 

Election of Director: Daniel S. Henson

 

Management

 

For

 

For

 

1i.

 

Election of Director: Larry L. Mathis

 

Management

 

For

 

For

 

1j.

 

Election of Director: Gary T. Wescombe

 

Management

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

To consider and vote upon the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

Management

 

For

 

For

 

 



 

HIKMA PHARMACEUTICALS PLC

 

Security

G4576K104

Meeting Type

Annual General Meeting

Ticker Symbol

HIK

Meeting Date

18-May-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

2

 

TO DECLARE A FINAL DIVIDEND OF 23 CENTS PER ORDINARY SHARE IN RESPECT OF THE YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

3

 

TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE COMPANY

 

Management

 

For

 

For

 

4

 

TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE THE AUDITORS’ REMUNERATION

 

Management

 

For

 

For

 

5

 

TO ELECT SIGGI OLAFSSON AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

6

 

TO RE-ELECT SAID DARWAZAH AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

7

 

TO RE-ELECT MAZEN DARWAZAH AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

8

 

TO RE-ELECT ROBERT PICKERING AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

9

 

TO RE-ELECT ALI AL-HUSRY AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

10

 

TO RE-ELECT PATRICK BUTLER AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

11

 

TO RE-ELECT DR. JOCHEN GANN AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

12

 

TO RE-ELECT JOHN CASTELLANI AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

13

 

TO RE-ELECT DR. PAMELA KIRBY AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

14

 

TO RE-ELECT NINA HENDERSON AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

15

 

TO APPROVE THE REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

16

 

TO APPROVE AND ADOPT THE COMPANY’S MANAGEMENT INCENTIVE PLAN

 

Management

 

For

 

For

 

17

 

AUTHORITY TO ALLOT SHARES UP TO AN AGGREGATE NOMINAL AMOUNT OF 8,022,630 GBP

 

Management

 

For

 

For

 

18

 

THAT SUBJECT TO THE PASSING ON RESOLUTION 17 ABOVE, THE DIRECTORS BE EMPOWERED TO ALLOT EQUITY SECURITIES FOR CASH ON A NON PRE-EMPTIVE BASIS

 

Management

 

For

 

For

 

19

 

THAT THE AUTHORITY UNDER RESOLUTION 18 BE FURTHER EXTENDED TO AN AGGREGATE NOMINAL AMOUNT OF 1,203,394 GBP

 

Management

 

For

 

For

 

20

 

AUTHORITY TO MAKE MARKET PURCHASES OF OWN SHARES UP TO 2,406,789 GBP REPRESENTING 10 PERCENT OF THE ISSUED SHARE CAPITAL OF THE COMPANY

 

Management

 

For

 

For

 

21

 

THAT A GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY OTHER THAN AN AGM, MAY BE CALLED ON 14 CLEAR DAYS’ NOTICE

 

Management

 

For

 

For

 

 



 

HORIZON PHARMA PLC

 

Security

G4617B105

Meeting Type

Annual

Ticker Symbol

HZNP

Meeting Date

03-May-2018

Record Date

23-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.a

 

Election of Class I Director: William F. Daniel

 

Management

 

For

 

For

 

1.b

 

Election of Class I Director: H. Thomas Watkins

 

Management

 

For

 

For

 

1.c

 

Election of Class I Director: Pascale Witz

 

Management

 

For

 

For

 

2.

 

Approval of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2018 and authorization of the Audit Committee to determine the auditors’ remuneration.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

4.

 

Indication, on an advisory basis, of the preferred frequency of shareholder advisory votes on the compensation of our named executive officers.

 

Management

 

1 Year

 

For

 

5.

 

Authorization for us and/or any of our subsidiaries to make market purchases or overseas market purchases of our ordinary shares.

 

Management

 

For

 

For

 

6.

 

Approval of our Amended and Restated 2014 Equity Incentive Plan.

 

Management

 

For

 

For

 

 

HUMANA INC.

 

Security

444859102

Meeting Type

Annual

Ticker Symbol

HUM

Meeting Date

19-Apr-2018

Record Date

26-Feb-2018

 

 

 

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: William E. Mitchell

 

Management

 

For

 

For

 

1j.

 

Election of Director: David B. Nash, M.D.

 

Management

 

For

 

For

 

1k.

 

Election of Director: James J. O’Brien

 

Management

 

For

 

For

 

1l.

 

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 2018 proxy statement.

 

Management

 

For

 

For

 

 



 

IDEXX LABORATORIES, INC.

 

Security

45168D104

Meeting Type

Annual

Ticker Symbol

IDXX

Meeting Date

09-May-2018

Record Date

16-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Bruce L. Claflin

 

Management

 

For

 

For

 

1b.

 

Election of Director: Daniel M. Junius

 

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.

 

Approval of the Adoption of the IDEXX Laboratories, Inc. 2018 Incentive Plan. To approve the Company’s 2018 Stock Incentive Plan.

 

Management

 

For

 

For

 

4.

 

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

 

Management

 

For

 

For

 

 

ILLUMINOSS MEDICAL, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

14-Nov-2017

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Sixth Amended and Restated Certificate of Incorporation

 

Management

 

For

 

For

 

2.

 

Convertible Note Financing

 

Management

 

For

 

For

 

3.

 

Amendment of March 2017 Notes and Warrants

 

Management

 

For

 

For

 

4.

 

Anti-Dilution

 

Management

 

For

 

For

 

5.

 

General Resolutions

 

Management

 

For

 

For

 

 

INCYTE CORPORATION

 

Security

45337C102

Meeting Type

Annual

Ticker Symbol

INCY

Meeting Date

01-May-2018

Record Date

05-Mar-2018

 

 

 

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 Bienaime

 

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: Herve Hoppenot

 

Management

 

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 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 2018.

 

Management

 

For

 

For

 

 



 

INNATE PHARMA S.A.

 

Security

F5277D100

Meeting Type

MIX

Ticker Symbol

IPH

Meeting Date

29-May-2018

Record Date

24-May-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

O.1

 

APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2017

 

Management

 

For

 

For

 

O.2

 

APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2017

 

Management

 

For

 

For

 

O.3

 

ALLOCATION OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

O.4

 

REGULATED AGREEMENTS AND COMMITMENTS

 

Management

 

For

 

For

 

O.5

 

RENEWAL OF THE TERM OF OFFICE OF AUDIT CONSEIL EXPERTISE, SA AS PRINCIPLE STATUTORY AUDITOR

 

Management

 

For

 

For

 

O.6

 

RATIFICATION OF THE CO-OPTATION OF MR. JEAN- YVES BLAY AS MEMBER OF THE SUPERVISORY BOARD, AS A REPLACEMENT FOR MR. JEAN- CHARLES SONIA

 

Management

 

For

 

For

 

O.7

 

RENEWAL OF THE TERM OF OFFICE OF MR. OLIVIER MARTINEZ AS CENSOR OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

O.8

 

SETTING OF THE ATTENDANCE FEES TO BE ALLOCATED TO MEMBERS OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

 



 

O.9

 

APPROVAL OF THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN OF THE MANAGEMENT BOARD FOR THE FINANCIAL YEAR 2018

 

Management

 

For

 

For

 

O.10

 

APPROVAL OF THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO MEMBERS OF THE MANAGEMENT BOARD FOR THE FINANCIAL YEAR 2018

 

Management

 

For

 

For

 

O.11

 

APPROVAL OF THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN OF THE SUPERVISORY BOARD FOR THE FINANCIAL YEAR 2018

 

Management

 

For

 

For

 

O.12

 

APPROVAL OF THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO MEMBERS OF THE SUPERVISORY BOARD FOR THE FINANCIAL YEAR 2018

 

Management

 

For

 

For

 

O.13

 

APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID OR DUE TO THE CHAIRMAN OF THE MANAGEMENT BOARD FOR THE FINANCIAL YEAR 2017

 

Management

 

For

 

For

 

O.14

 

APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID OR DUE TO MR. YANNIS MOREL AS MEMBER OF THE MANAGEMENT BOARD FOR THE FINANCIAL YEAR 2017

 

Management

 

For

 

For

 

O.15

 

APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID OR DUE TO THE CHAIRMAN OF THE SUPERVISORY BOARD FOR THE FINANCIAL YEAR 2017

 

Management

 

For

 

For

 

O.16

 

AUTHORISATION FOR THE COMPANY TO PURCHASE ITS OWN SHARES

 

Management

 

For

 

For

 

E.17

 

AUTHORISATION GRANTED TO THE MANAGEMENT BOARD TO ALLOCATE FREE EXISTING SHARES OR FREE SHARES TO BE ISSUED TO EMPLOYEE MEMBERS OF THE EXECUTIVE COMMITTEE, EMPLOYEE SENIOR OFFICERS AND/OR CORPORATE OFFICERS OF THE COMPANY OR ITS SUBSIDIARIES AS PART OF THEIR ANNUAL VARIABLE COMPENSATION

 

Management

 

For

 

For

 

E.18

 

AUTHORISATION GRANTED TO THE MANAGEMENT BOARD TO ALLOCATE FREE EXISTING SHARES OR FREE SHARES TO BE ISSUED FOR THE BENEFIT OF EMPLOYEES OF THE COMPANY OR ITS SUBSIDIARIES

 

Management

 

For

 

For

 

E.19

 

AUTHORISATION GRANTED TO THE MANAGEMENT BOARD TO ALLOCATE FREE EXISTING SHARES OR FREE SHARES TO BE ISSUED BASED ON THE ACHIEVEMENT OF PERFORMANCE CRITERIA FOR THE BENEFIT OF SALARIED EXECUTIVE OFFICERS, EMPLOYEE MEMBERS OF THE EXECUTIVE COMMITTEE, EMPLOYEE SENIOR OFFICERS AND/OR CORPORATE OFFICERS OF THE COMPANY OR ITS SUBSIDIARIES

 

Management

 

For

 

For

 

E.20

 

AUTHORISATION GRANTED TO THE MANAGEMENT BOARD TO ALLOT FREE EXISTING SHARES OR FREE SHARES TO BE ISSUED BASED ON THE ACHIEVEMENT OF PERFORMANCE CRITERIA FOR THE BENEFIT OF EMPLOYEES OF THE COMPANY OR ITS SUBSIDIARIES

 

Management

 

For

 

For

 

 



 

E.21

 

DELEGATION OF AUTHORITY TO THE MANAGEMENT BOARD TO ISSUE INDIVIDUAL SHARE SUBSCRIPTION WARRANTS RESERVED FOR MEMBERS OF THE SUPERVISORY BOARD

 

Management

 

For

 

For

 

E.22

 

DELEGATION OF AUTHORITY TO THE MANAGEMENT BOARD TO ISSUE COMMON SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE COMPANY’S CAPITAL, WITH RETENTION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT

 

Management

 

For

 

For

 

E.23

 

DELEGATION OF AUTHORITY TO THE MANAGEMENT BOARD TO ISSUE COMMON SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE COMPANY’S CAPITAL, WITH CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT

 

Management

 

For

 

For

 

E.24

 

DELEGATION OF AUTHORITY TO THE MANAGEMENT BOARD TO ISSUE COMMON SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE COMPANY’S CAPITAL, WITH CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT, IN THE CONTEXT OF AN OFFER REFERRED TO IN SECTION II OF ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE

 

Management

 

For

 

For

 

E.25

 

SETTING OF THE ISSUE PRICE OF COMMON SHARES AND/OR ANY TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL, IN CASE OF CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, WITHIN THE ANNUAL LIMIT OF 10% OF THE CAPITAL

 

Management

 

For

 

For

 

E.26

 

DELEGATION OF AUTHORITY TO THE MANAGEMENT BOARD TO ISSUE COMMON SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE COMPANY’S CAPITAL, WITH CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT AND IN FAVOUR OF CATEGORIES OF PERSONS

 

Management

 

For

 

For

 

E.27

 

AUTHORISATION GRANTED TO THE MANAGEMENT BOARD IN THE EVENT OF AN INCREASE OF THE CAPITAL, WITH OR WITHOUT CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT, TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED BY 15%

 

Management

 

For

 

For

 

E.28

 

DELEGATION OF POWERS TO THE MANAGEMENT BOARD TO ISSUE COMMON SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE COMPANY’S CAPITAL, AS CONSIDERATION FOR CONTRIBUTIONS IN KIND CONSISTING OF EQUITY SECURITIES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL

 

Management

 

For

 

For

 

E.29

 

DELEGATION OF AUTHORITY TO THE MANAGEMENT BOARD TO ISSUE COMMON SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE COMPANY’S CAPITAL, IN THE EVENT OF A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY

 

Management

 

For

 

For

 

E.30

 

OVERALL LIMITATION OF THE AUTHORIZATIONS UNDER RESOLUTIONS N DECREE 22 TO 24 AND 26 TO 29 ABOVE

 

Management

 

For

 

For

 

E.31

 

DELEGATION OF AUTHORITY TO THE MANAGEMENT BOARD TO ISSUE COMMON SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY FOR THE BENEFIT OF MEMBERS OF A COMPANY SAVINGS PLAN

 

Management

 

For

 

For

 

E.32

 

DELEGATION OF AUTHORITY GRANTED TO THE MANAGEMENT BOARD TO CANCEL ALL OR PART OF THE SHARES HELD BY THE COMPANY, AS PART OF THE AUTHORIZATION TO BUY BACK SHARES

 

Management

 

For

 

For

 

E.33

 

AMENDMENT TO ARTICLE 12 OF THE BYLAWS OF THE COMPANY IN ORDER TO INTRODUCE A DOUBLE VOTING RIGHT ATTACHED TO COMMON SHARES

 

Management

 

For

 

For

 

E.34

 

AMENDMENT TO ARTICLE 25 OF THE BYLAWS OF THE COMPANY TO MAKE THE APPOINTMENT OF ONE OR MORE DEPUTY STATUTORY AUDITORS NO LONGER MANDATORY

 

Management

 

For

 

For

 

E.35

 

POWERS TO CARRY OUT ALL LEGAL FORMALITIES

 

Management

 

For

 

For

 

 



 

INTUITIVE SURGICAL, INC.

 

Security

46120E602

Meeting Type

Annual

Ticker Symbol

ISRG

Meeting Date

19-Apr-2018

Record Date

23-Feb-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

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

 

Management

 

For

 

For

 

1B.

 

Election of Director: Michael A. Friedman, M.D.

 

Management

 

For

 

For

 

1C.

 

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

 

Management

 

For

 

For

 

1D.

 

Election of Director: Amal M. Johnson

 

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

 

3.

 

The ratification of appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

Management

 

For

 

For

 

 

JOHNSON & JOHNSON

 

Security

478160104

Meeting Type

Annual

Ticker Symbol

JNJ

Meeting Date

26-Apr-2018

Record Date

27-Feb-2018

 

 

 

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: Mark B. McClellan

 

Management

 

For

 

For

 

1g.

 

Election of Director: Anne M. Mulcahy

 

Management

 

For

 

For

 

1h.

 

Election of Director: William D. Perez

 

Management

 

For

 

For

 

1i.

 

Election of Director: Charles Prince

 

Management

 

For

 

For

 

1j.

 

Election of Director: A. Eugene Washington

 

Management

 

For

 

For

 

1k.

 

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 2018

 

Management

 

For

 

For

 

4.

 

Shareholder Proposal - Accounting for Litigation and Compliance in Executive Compensation Performance Measures

 

Shareholder

 

Against

 

For

 

5.

 

Shareholder Proposal - Amendment to Shareholder Ability to Call Special Shareholder Meeting

 

Shareholder

 

Against

 

For

 

 



 

KONINKLIJKE PHILIPS ELECTRONICS N.V.

 

Security

500472303

Meeting Type

Annual

Ticker Symbol

PHG

Meeting Date

03-May-2018

Record Date

26-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

2d.

 

Proposal to adopt the financial statements

 

Management

 

For

 

For

 

2e.

 

Proposal to adopt dividend

 

Management

 

For

 

For

 

2f.

 

Proposal to discharge the members of the Board of Management

 

Management

 

For

 

For

 

2g.

 

Proposal to discharge the members of the Supervisory Board

 

Management

 

For

 

For

 

3a.

 

Proposal to re-appoint Ms O. Gadiesh as member of the Supervisory Board

 

Management

 

For

 

For

 

3b.

 

Proposal to appoint Mr P.A. Stoffels as member of the Supervisory Board

 

Management

 

For

 

For

 

4a.

 

Proposal to authorize the Board of Management to issue shares or grant rights to acquire shares.

 

Management

 

For

 

For

 

4b.

 

Proposal to authorize the Board of Management to restrict or exclude pre-emption rights

 

Management

 

For

 

For

 

5.

 

Proposal to authorize the Board of Management to acquire shares in the company

 

Management

 

For

 

For

 

6.

 

Proposal to cancel shares

 

Management

 

For

 

For

 

 

LIVANOVA PLC

 

Security

G5509L101

Meeting Type

Annual

Ticker Symbol

LIVN

Meeting Date

12-Jun-2018

Record Date

19-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Mr. Francesco Bianchi

 

Management

 

For

 

For

 

1b.

 

Election of Director: Mr. William A. Kozy

 

Management

 

For

 

For

 

1c.

 

Election of Director: Mr. Damien McDonald

 

Management

 

For

 

For

 

1d.

 

Election of Director: Mr. Daniel J. Moore

 

Management

 

For

 

For

 

1e.

 

Election of Director: Mr. Hugh M. Morrison

 

Management

 

For

 

For

 

1f.

 

Election of Director: Mr. Alfred J. Novak

 

Management

 

For

 

For

 

1g.

 

Election of Director: Dr. Sharon O’Kane

 

Management

 

For

 

For

 

1h.

 

Election of Director: Dr. Arthur L. Rosenthal

 

Management

 

For

 

For

 

1i.

 

Election of Director: Ms. Andrea L. Saia

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory basis, the frequency of U.S. Say-on-Pay votes (“U.S. Say-on-Frequency”).

 

Management

 

1 Year

 

For

 

3.

 

To approve, on an advisory basis, LivaNova’s compensation of its named executive officers (“U.S. Say- on-Pay”).

 

Management

 

For

 

For

 

4.

 

To ratify the appointment of PricewaterhouseCoopers LLP, a Delaware limited liability partnership (“PwC USA”) as the Company’s independent registered public accountancy firm for the year ending December 31, 2018.

 

Management

 

For

 

For

 

5.

 

To approve, on an advisory basis, the U.K. directors’ remuneration report in the form set out in the Company’s U.K. annual report and accounts (“U.K. Annual Report”) for the period ended December 31, 2017.

 

Management

 

For

 

For

 

6.

 

To approve the LivaNova Global Employee Share Purchase Plan.

 

Management

 

For

 

For

 

7.

 

To receive and adopt the Company’s audited U.K. statutory accounts for the year ended December 31, 2017, together with the reports of the directors and the auditors thereon.

 

Management

 

For

 

For

 

8.

 

To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England (“PwC U.K.”), as the Company’s U.K. statutory auditor under the U.K. Companies Act 2006 to hold office from the conclusion of the Annual General Meeting until the conclusion of the next general meeting at which the annual report and accounts are laid.

 

Management

 

For

 

For

 

9.

 

To authorize the directors and/or the Audit and Compliance Committee of the Company to determine the remuneration of PwC U.K. in its capacity as the Company’s U.K. statutory auditor under the U.K. Companies Act 2006.

 

Management

 

For

 

For

 

 



 

LTC PROPERTIES, INC.

 

Security

502175102

Meeting Type

Annual

Ticker Symbol

LTC

Meeting Date

30-May-2018

Record Date

16-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Boyd W. Hendrickson

 

Management

 

For

 

For

 

1.2

 

Election of Director: James J. Pieczynski

 

Management

 

For

 

For

 

1.3

 

Election of Director: Devra G. Shapiro

 

Management

 

For

 

For

 

1.4

 

Election of Director: Wendy L. Simpson

 

Management

 

For

 

For

 

1.5

 

Election of Director: Timothy J. Triche, M.D.

 

Management

 

For

 

For

 

2.

 

Ratification of independent registered public accounting firm.

 

Management

 

For

 

For

 

3.

 

Advisory vote to approve named executive officer compensation.

 

Management

 

For

 

For

 

 

MALLINCKRODT PLC

 

Security

G5785G107

Meeting Type

Annual

Ticker Symbol

MNK

Meeting Date

16-May-2018

Record Date

12-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: David R. Carlucci

 

Management

 

For

 

For

 

1b.

 

Election of Director: J. Martin Carroll

 

Management

 

For

 

For

 

1c.

 

Election of Director: Paul R. Carter

 

Management

 

For

 

For

 

1d.

 

Election of Director: David Y. Norton

 

Management

 

For

 

For

 

1e.

 

Election of Director: JoAnn A. Reed

 

Management

 

For

 

For

 

1f.

 

Election of Director: Angus C. Russell

 

Management

 

For

 

For

 

1g.

 

Election of Director: Mark C. Trudeau

 

Management

 

For

 

For

 

1h.

 

Election of Director: Anne C. Whitaker

 

Management

 

For

 

For

 

1i.

 

Election of Director: Kneeland C. Youngblood, M.D.

 

Management

 

For

 

For

 

1j.

 

Election of Director: Joseph A. Zaccagnino

 

Management

 

For

 

For

 

2.

 

Approve, in a non-binding vote, the re-appointment of the Independent Auditors and to authorize, in a binding vote, the Audit Committee to set the auditors’ remuneration.

 

Management

 

For

 

For

 

3.

 

Approve, in a non-binding advisory vote, the compensation of named executive officers.

 

Management

 

Against

 

Against

 

4.

 

Approve the Amended and Restated Mallinckrodt Pharmaceuticals Stock and Incentive Plan.

 

Management

 

Against

 

Against

 

5.

 

Approve the authority of the Board to issue shares.

 

Management

 

For

 

For

 

6.

 

Approve the waiver of pre-emption rights (Special Resolution).

 

Management

 

For

 

For

 

7.

 

Authorize the Company and/or any subsidiary to make market purchases or overseas market purchases of Company shares.

 

Management

 

For

 

For

 

8.

 

Authorize the price range at which the Company can re- allot shares it holds as treasury shares (Special Resolution)

 

Management

 

For

 

For

 

 

MASIMO CORPORATION

 

Security

574795100

Meeting Type

Annual

Ticker Symbol

MASI

Meeting Date

31-May-2018

Record Date

02-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Class II Director: Joe Kiani

 

Management

 

For

 

For

 

1.2

 

Election of Class II Director: Thomas Harkin

 

Management

 

For

 

For

 

2.

 

To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year ending December 29, 2018.

 

Management

 

For

 

For

 

3.

 

Advisory vote to approve named executive officer compensation.

 

Management

 

For

 

For

 

 



 

MCKESSON CORPORATION

 

Security

58155Q103

Meeting Type

Annual

Ticker Symbol

MCK

Meeting Date

25-Jul-2018

Record Date

31-May-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: N. Anthony Coles, M.D.

 

Management

 

For

 

For

 

1b.

 

Election of Director: John H. Hammergren

 

Management

 

For

 

For

 

1c.

 

Election of Director: M. Christine Jacobs

 

Management

 

For

 

For

 

1d.

 

Election of Director: Donald R. Knauss

 

Management

 

For

 

For

 

1e.

 

Election of Director: Marie L. Knowles

 

Management

 

For

 

For

 

1f.

 

Election of Director: Bradley E. Lerman

 

Management

 

For

 

For

 

1g.

 

Election of Director: Edward A. Mueller

 

Management

 

For

 

For

 

1h.

 

Election of Director: Susan R. Salka

 

Management

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

Advisory vote on executive compensation.

 

Management

 

For

 

For

 

4.

 

Shareholder proposal on disclosure of lobbying activities and expenditures.

 

Shareholder

 

Against

 

For

 

5.

 

Shareholder proposal on accelerated vesting of equity awards.

 

Shareholder

 

Against

 

For

 

6.

 

Shareholder proposal on policy to use GAAP financial metrics for purposes of determining executive compensation.

 

Shareholder

 

Against

 

For

 

7.

 

Shareholder proposal on the ownership threshold for calling special meetings of shareholders.

 

Shareholder

 

Against

 

For

 

 

MEDICAL PROPERTIES TRUST, INC.

 

Security

58463J304

Meeting Type

Annual

Ticker Symbol

MPW

Meeting Date

24-May-2018

Record Date

20-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Edward K. Aldag, Jr.

 

Management

 

For

 

For

 

1.2

 

Election of Director: G. Steven Dawson

 

Management

 

For

 

For

 

1.3

 

Election of Director: R. Steven Hamner

 

Management

 

For

 

For

 

1.4

 

Election of Director: Elizabeth N. Pitman

 

Management

 

For

 

For

 

1.5

 

Election of Director: C. Reynolds Thompson, III

 

Management

 

For

 

For

 

1.6

 

Election of Director: D. Paul Sparks, Jr.

 

Management

 

For

 

For

 

1.7

 

Election of Director: Michael G. Stewart

 

Management

 

For

 

For

 

2.

 

To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

Management

 

For

 

For

 

3.

 

Advisory approval of the Company’s executive compensation.

 

Management

 

For

 

For

 

 



 

MEDTRONIC PLC

 

Security

G5960L103

Meeting Type

Annual

Ticker Symbol

MDT

Meeting Date

08-Dec-2017

Record Date

10-Oct-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

ELECTION OF DIRECTOR: RICHARD H. ANDERSON

 

Management

 

For

 

For

 

1B.

 

ELECTION OF DIRECTOR: CRAIG ARNOLD

 

Management

 

For

 

For

 

1C.

 

ELECTION OF DIRECTOR: SCOTT C. DONNELLY

 

Management

 

For

 

For

 

1D.

 

ELECTION OF DIRECTOR: RANDALL HOGAN III

 

Management

 

For

 

For

 

1E.

 

ELECTION OF DIRECTOR: OMAR ISHRAK

 

Management

 

For

 

For

 

1F.

 

ELECTION OF DIRECTOR: SHIRLEY A. JACKSON, PH.D.

 

Management

 

For

 

For

 

1G.

 

ELECTION OF DIRECTOR: MICHAEL O. LEAVITT

 

Management

 

For

 

For

 

1H.

 

ELECTION OF DIRECTOR: JAMES T. LENEHAN

 

Management

 

For

 

For

 

1I.

 

ELECTION OF DIRECTOR: ELIZABETH NABEL, M.D.

 

Management

 

For

 

For

 

1J.

 

ELECTION OF DIRECTOR: DENISE M. O’LEARY

 

Management

 

For

 

For

 

1K.

 

ELECTION OF DIRECTOR: KENDALL J. POWELL

 

Management

 

For

 

For

 

1L.

 

ELECTION OF DIRECTOR: ROBERT C. POZEN

 

Management

 

For

 

For

 

2.

 

TO RATIFY, IN A NON-BINDING VOTE, THE RE- APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS MEDTRONIC’S INDEPENDENT AUDITOR FOR FISCAL YEAR 2018 AND AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO SET THE AUDITOR’S REMUNERATION.

 

Management

 

For

 

For

 

3.

 

TO APPROVE IN A NON-BINDING ADVISORY VOTE, NAMED EXECUTIVE OFFICER COMPENSATION (A “SAY-ON-PAY” VOTE).

 

Management

 

For

 

For

 

4.

 

TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE MEDTRONIC PLC AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLAN.

 

Management

 

For

 

For

 

 

MERCK & CO., INC.

 

Security

58933Y105

Meeting Type

Annual

Ticker Symbol

MRK

Meeting Date

22-May-2018

Record Date

28-Mar-2018

 

 

 

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: Pamela J. Craig

 

Management

 

For

 

For

 

1d.

 

Election of Director: Kenneth C. Frazier

 

Management

 

For

 

For

 

1e.

 

Election of Director: Thomas H. Glocer

 

Management

 

For

 

For

 

1f.

 

Election of Director: Rochelle B. Lazarus

 

Management

 

For

 

For

 

1g.

 

Election of Director: John H. Noseworthy

 

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: Craig B. Thompson

 

Management

 

For

 

For

 

1k.

 

Election of Director: Inge G. Thulin

 

Management

 

For

 

For

 

1l.

 

Election of Director: Wendell P. Weeks

 

Management

 

For

 

For

 

1m.

 

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.

 

Ratification of the appointment of the Company’s independent registered public accounting firm for 2018.

 

Management

 

For

 

For

 

4.

 

Shareholder proposal concerning shareholders’ right to act by written consent.

 

Shareholder

 

Against

 

For

 

 



 

MILESTONE PHARMACEUTICALS INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

12-Jun-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Acceptance of the Audited Financial Statements of the Corporation for year ended December 31, 2017

 

Management

 

For

 

For

 

2.

 

Election of Directors

 

Management

 

For

 

For

 

3.

 

Appointment of Auditors

 

Management

 

For

 

For

 

4.

 

Transaction of other Business

 

Management

 

For

 

For

 

 

MYLAN N.V.

 

Security

N59465109

Meeting Type

Annual

Ticker Symbol

MYL

Meeting Date

29-Jun-2018

Record Date

01-Jun-2018

 

 

 

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: Mark W. Parrish

 

Management

 

For

 

For

 

1J.

 

Appointment of Director: Pauline van der Meer Mohr

 

Management

 

For

 

For

 

1K.

 

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

 

Management

 

For

 

For

 

1L.

 

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 2017

 

Management

 

For

 

For

 

4.

 

Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2018

 

Management

 

For

 

For

 

5.

 

Instruction to Deloitte Accountants B.V. for the audit of the Company’s Dutch statutory annual accounts for fiscal year 2018

 

Management

 

For

 

For

 

6.

 

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

 

Management

 

For

 

For

 

 

NEW SENIOR INVESTMENT GROUP INC.

 

Security

648691103

Meeting Type

Annual

Ticker Symbol

SNR

Meeting Date

11-Jun-2018

Record Date

19-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Virgis W. Colbert

 

 

 

For

 

For

 

 

 

2

C. van der H. Holstein

 

 

 

For

 

For

 

2.

 

To ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for New Senior Investment Group Inc. for fiscal year 2018.

 

Management

 

For

 

For

 

3.

 

Non-binding stockholder proposal to adopt “majority voting” in uncontested elections of directors.

 

Shareholder

 

Abstain

 

N/A

 

 



 

NOVARTIS AG

 

Security

66987V109

Meeting Type

Annual

Ticker Symbol

NVS

Meeting Date

02-Mar-2018

Record Date

19-Jan-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approval of the Operating and Financial Review of Novartis AG, the Financial Statements of Novartis AG and the Group Consolidated Financial Statements for the 2017 Financial Year

 

Management

 

For

 

For

 

2.

 

Discharge from Liability of the Members of the Board of Directors and the Executive Committee

 

Management

 

For

 

For

 

3.

 

Appropriation of Available Earnings of Novartis AG as per Balance Sheet and Declaration of Dividend

 

Management

 

For

 

For

 

4.

 

Reduction of Share Capital

 

Management

 

For

 

For

 

5A.

 

Binding Vote on the maximum aggregate amount of Compensation for Members of the Board of Directors from the 2018 Annual General Meeting to the 2019 Annual General Meeting

 

Management

 

For

 

For

 

5B.

 

Binding Vote on the maximum aggregate amount of Compensation for Members of the Executive Committee for the next Financial Year, i.e. 2019

 

Management

 

For

 

For

 

5C.

 

Advisory Vote on the 2017 Compensation Report

 

Management

 

For

 

For

 

6A.

 

Re-election as Chairman of the Board of Director: Joerg Reinhardt, Ph.D.

 

Management

 

For

 

For

 

6B.

 

Re-election of Director: Nancy C. Andrews, M.D., Ph.D.

 

Management

 

For

 

For

 

6C.

 

Re-election of Director: Dimitri Azar, M.D.

 

Management

 

For

 

For

 

6D.

 

Re-election of Director: Ton Buechner

 

Management

 

For

 

For

 

6E.

 

Re-election of Director: Srikant Datar, Ph.D.

 

Management

 

For

 

For

 

6F.

 

Re-election of Director: Elizabeth Doherty

 

Management

 

For

 

For

 

6G.

 

Re-election of Director: Ann Fudge

 

Management

 

For

 

For

 

6H.

 

Re-election of Director: Frans van Houten

 

Management

 

For

 

For

 

6I.

 

Re-election of Director: Andreas von Planta, Ph.D.

 

Management

 

For

 

For

 

6J.

 

Re-election of Director: Charles L. Sawyers, M.D.

 

Management

 

For

 

For

 

6K.

 

Re-election of Director: Enrico Vanni, Ph.D.

 

Management

 

For

 

For

 

6L.

 

Re-election of Director: William T. Winters

 

Management

 

For

 

For

 

7A.

 

Re-election to the Compensation Committee: Srikant Datar, Ph.D.

 

Management

 

For

 

For

 

7B.

 

Re-election to the Compensation Committee: Ann Fudge

 

Management

 

For

 

For

 

7C.

 

Re-election to the Compensation Committee: Enrico Vanni, Ph.D.

 

Management

 

For

 

For

 

7D.

 

Re-election to the Compensation Committee: William T. Winters

 

Management

 

For

 

For

 

8.

 

Re-election of the Statutory Auditor

 

Management

 

For

 

For

 

9.

 

Re-election of the Independent Proxy

 

Management

 

For

 

For

 

10.

 

General instructions in case of alternative motions under the agenda items published in the Notice of Annual General Meeting, and/or of motions relating to additional agenda items according to Article 700 paragraph 3 of the Swiss Code of Obligations Mark FOR on this Voting Instruction Card to vote according to the motions of the Board of Directors. Mark AGAINST to vote against any alternative /new motions. Mark ABSTAIN to abstain from voting.

 

Management

 

For

 

N/A

 

 



 

NOVAVAX, INC.

 

Security

670002104

Meeting Type

Annual

Ticker Symbol

NVAX

Meeting Date

14-Jun-2018

Record Date

18-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Richard H. Douglas Ph.D

 

 

 

For

 

For

 

 

 

2

Gary C. Evans

 

 

 

For

 

For

 

2.

 

To consider and vote whether to approve, on an advisory basis, the compensation paid to our Named Executive Officers.

 

Management

 

For

 

For

 

3.

 

To amend and restate the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended, to increase the number of shares of the Company’s common stock, par value $0.01, available for issuance thereunder by 20,000,000 shares.

 

Management

 

For

 

For

 

4.

 

To amend and restate the Novavax, Inc. Amended and Restated 2013 Employee Stock Purchase Plan, to increase the number of shares of the Company’s common stock, par value $0.01, available for issuance thereunder by 4,000,000 shares.

 

Management

 

For

 

For

 

5.

 

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

Management

 

For

 

For

 

 

OMEGA HEALTHCARE INVESTORS, INC.

 

Security

681936100

Meeting Type

Annual

Ticker Symbol

OHI

Meeting Date

08-Jun-2018

Record Date

23-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Kapila K. Anand

 

 

 

For

 

For

 

 

 

2

Craig M. Bernfield

 

 

 

For

 

For

 

 

 

3

Norman R. Bobins

 

 

 

For

 

For

 

 

 

4

Craig R. Callen

 

 

 

For

 

For

 

 

 

5

Barbara B. Hill

 

 

 

For

 

For

 

 

 

6

Edward Lowenthal

 

 

 

For

 

For

 

 

 

7

Ben W. Perks

 

 

 

For

 

For

 

 

 

8

C. Taylor Pickett

 

 

 

For

 

For

 

 

 

9

Stephen D. Plavin

 

 

 

For

 

For

 

2.

 

Ratification of Independent Auditors Ernst & Young LLP.

 

Management

 

For

 

For

 

3.

 

Approval, on an Advisory Basis, of Executive Compensation.

 

Management

 

For

 

For

 

4.

 

Approval of 2018 Stock Incentive Plan.

 

Management

 

For

 

For

 

 



 

PERRIGO COMPANY PLC

 

Security

G97822103

Meeting Type

Annual

Ticker Symbol

PRGO

Meeting Date

04-May-2018

Record Date

06-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Bradley A. Alford

 

Management

 

For

 

For

 

1b.

 

Election of Director: Laurie Brlas

 

Management

 

For

 

For

 

1c.

 

Election of Director: Rolf A. Classon

 

Management

 

For

 

For

 

1d.

 

Election of Director: Gary M. Cohen

 

Management

 

For

 

For

 

1e.

 

Election of Director: Adriana Karaboutis

 

Management

 

For

 

For

 

1f.

 

Election of Director: Jeffrey B. Kindler

 

Management

 

For

 

For

 

1g.

 

Election of Director: Donal O’Connor

 

Management

 

For

 

For

 

1h.

 

Election of Director: Geoffrey M. Parker

 

Management

 

For

 

For

 

1i.

 

Election of Director: Uwe F. Roehrhoff

 

Management

 

For

 

For

 

1j.

 

Election of Director: Theodore R. Samuels

 

Management

 

For

 

For

 

1k.

 

Election of Director: Jeffrey C. Smith

 

Management

 

For

 

For

 

2.

 

Ratify the appointment of Ernst & Young LLP as our independent auditor for the period ending December 31, 2018, and authorize the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor.

 

Management

 

For

 

For

 

3.

 

Advisory vote on the Company’s executive compensation.

 

Management

 

For

 

For

 

4.

 

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

 

Management

 

For

 

For

 

5.

 

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

 

Management

 

For

 

For

 

 

PFIZER INC.

 

Security

717081103

Meeting Type

Annual

Ticker Symbol

PFE

Meeting Date

26-Apr-2018

Record Date

27-Feb-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Dennis A. Ausiello

 

Management

 

For

 

For

 

1b.

 

Election of Director: Ronald E. Blaylock

 

Management

 

For

 

For

 

1c.

 

Election of Director: Albert Bourla

 

Management

 

For

 

For

 

1d.

 

Election of Director: W. Don Cornwell

 

Management

 

For

 

For

 

1e.

 

Election of Director: Joseph J. Echevarria

 

Management

 

For

 

For

 

1f.

 

Election of Director: Helen H. Hobbs

 

Management

 

For

 

For

 

1g.

 

Election of Director: James M. Kilts

 

Management

 

For

 

For

 

1h.

 

Election of Director: Dan R. Littman

 

Management

 

For

 

For

 

1i.

 

Election of Director: Shantanu Narayen

 

Management

 

For

 

For

 

1j.

 

Election of Director: Suzanne Nora Johnson

 

Management

 

For

 

For

 

1k.

 

Election of Director: Ian C. Read

 

Management

 

For

 

For

 

1l.

 

Election of Director: James C. Smith

 

Management

 

For

 

For

 

2.

 

Ratify the selection of KPMG LLP as independent registered public accounting firm for 2018

 

Management

 

For

 

For

 

3.

 

2018 Advisory approval of executive compensation

 

Management

 

For

 

For

 

4.

 

Approval of the Pfizer Inc. French Sub-Plan under the 2014 Stock Plan

 

Management

 

For

 

For

 

5.

 

Shareholder proposal regarding right to act by written consent

 

Shareholder

 

Against

 

For

 

6.

 

Shareholder proposal regarding independent chair policy

 

Shareholder

 

Against

 

For

 

7.

 

Shareholder proposal regarding report on lobbying activities

 

Shareholder

 

Against

 

For

 

 



 

QUORUM HEALTH CORPORATION

 

Security

74909E106

Meeting Type

Annual

Ticker Symbol

QHC

Meeting Date

08-Jun-2018

Record Date

20-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: James T. Breedlove

 

Management

 

For

 

For

 

1b.

 

Election of Director: Joseph A. Hastings, D.M.D.

 

Management

 

For

 

For

 

1c.

 

Election of Director: Thomas D. Miller

 

Management

 

For

 

For

 

1d.

 

Election of Director: Barbara R. Paul, M.D.

 

Management

 

For

 

For

 

1e.

 

Election of Director: Terry Allison Rappuhn

 

Management

 

For

 

For

 

1f.

 

Election of Director: Alice D. Schroeder

 

Management

 

For

 

For

 

1g.

 

Election of Director: R. Lawrence Van Horn, Ph.D.

 

Management

 

For

 

For

 

2.

 

To approve the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.

 

Management

 

For

 

For

 

3.

 

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm (independent auditors) for the fiscal year ending December 31, 2018.

 

Management

 

For

 

For

 

 

REGENERON PHARMACEUTICALS, INC.

 

Security

75886F107

Meeting Type

Annual

Ticker Symbol

REGN

Meeting Date

08-Jun-2018

Record Date

12-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Arthur F. Ryan

 

Management

 

For

 

For

 

1.2

 

Election of Director: George L. Sing

 

Management

 

For

 

For

 

1.3

 

Election of Director: Marc Tessier-Lavigne

 

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, 2018.

 

Management

 

For

 

For

 

 

SABRA HEALTH CARE REIT, INC.

 

Security

78573L106

Meeting Type

Special

Ticker Symbol

SBRA

Meeting Date

15-Aug-2017

Record Date

29-Jun-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

TO APPROVE THE ISSUANCE OF SABRA HEALTH CARE REIT, INC. (“SABRA”) COMMON STOCK IN CONNECTION WITH THE MERGER (THE “MERGER”) OF CARE CAPITAL PROPERTIES, INC., A DELAWARE CORPORATION (“CCP”), WITH AND INTO PR SUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND WHOLLY-OWNED SUBSIDIARY OF SABRA (“MERGER SUB”), WITH MERGER SUB CONTINUING AS THE SURVIVING COMPANY IN THE MERGER, PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 7, 2017, BY AND AMONG ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

 

Management

 

For

 

For

 

2.

 

TO APPROVE THE ADJOURNMENT OF THE SABRA SPECIAL MEETING FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE SABRA COMMON STOCK ISSUANCE PROPOSAL IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE SUCH PROPOSAL.

 

Management

 

For

 

For

 

 



 

SABRA HEALTH CARE REIT, INC.

 

Security

78573L106

Meeting Type

Annual

Ticker Symbol

SBRA

Meeting Date

21-Jun-2018

Record Date

16-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Craig A. Barbarosh

 

Management

 

For

 

For

 

1b.

 

Election of Director: Robert A. Ettl

 

Management

 

For

 

For

 

1c.

 

Election of Director: Michael J. Foster

 

Management

 

For

 

For

 

1d.

 

Election of Director: Ronald G. Geary

 

Management

 

For

 

For

 

1e.

 

Election of Director: Raymond J. Lewis

 

Management

 

For

 

For

 

1f.

 

Election of Director: Jeffrey A. Malehorn

 

Management

 

For

 

For

 

1g.

 

Election of Director: Richard K. Matros

 

Management

 

For

 

For

 

1h.

 

Election of Director: Milton J. Walters

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of PricewaterhouseCoopers LLP as Sabra’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

Management

 

For

 

For

 

3.

 

Approval, on an advisory basis, of the compensation of Sabra’s named executive officers.

 

Management

 

For

 

For

 

 

SAGE THERAPEUTICS, INC.

 

Security

78667J108

Meeting Type

Annual

Ticker Symbol

SAGE

Meeting Date

06-Jun-2018

Record Date

09-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Geno Germano

 

 

 

For

 

For

 

 

 

2

Steven Paul

 

 

 

For

 

For

 

2.

 

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

 

SANOFI

 

Security

80105N105

Meeting Type

Annual

Ticker Symbol

SNY

Meeting Date

02-May-2018

Record Date

28-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Approval of the individual company financial statements for the year ended December 31, 2017.

 

Management

 

For

 

For

 

2.

 

Approval of the consolidated financial statements for the year ended December 31, 2017.

 

Management

 

For

 

For

 

3.

 

Appropriation of profits for the year ended December 31, 2017 and declaration of dividend

 

Management

 

For

 

For

 

4.

 

Reappointment of Olivier Brandicourt as a Director

 

Management

 

For

 

For

 

5.

 

Reappointment of Patrick Kron as a Director

 

Management

 

For

 

For

 

6.

 

Reappointment of Christian Mulliez as a Director

 

Management

 

For

 

For

 

7.

 

Appointment of Emmanuel Babeau as a Director

 

Management

 

For

 

For

 

8.

 

Compensation policy for the Chairman of the Board of Directors

 

Management

 

For

 

For

 

9.

 

Compensation policy for the Chief Executive Officer

 

Management

 

For

 

For

 

10.

 

Approval of the payment in respect of the year ended December 31, 2017 and of the award of fixed, variable and exceptional components of the total compensation and benefits of whatever kind to Serge Weinberg, Chairman of the Board of Directors

 

Management

 

For

 

For

 

11.

 

Approval of the payment in respect of the year ended December 31, 2017 and of the award of fixed, variable and exceptional components of the total compensation and benefits of whatever kind to Olivier Brandicourt, Chief Executive Officer

 

Management

 

For

 

For

 

12.

 

Reappointment of Ernst & Young et Autres as a Statutory Auditor

 

Management

 

For

 

For

 

13.

 

Authorization to the Board of Directors to carry out transactions in the Company’s shares (except during public tender offers)

 

Management

 

For

 

For

 

14.

 

Amendments of Articles 11 and 12 of the Articles of Association

 

Management

 

For

 

For

 

15.

 

Powers for formalities

 

Management

 

For

 

For

 

 



 

SAREPTA THERAPEUTICS INC.

 

Security

803607100

Meeting Type

Annual

Ticker Symbol

SRPT

Meeting Date

06-Jun-2018

Record Date

11-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

ELECTION OF GROUP I DIRECTOR: Michael W. Bonney

 

Management

 

For

 

For

 

1B

 

ELECTION OF GROUP I DIRECTOR: Douglas S. Ingram

 

Management

 

For

 

For

 

1C

 

ELECTION OF GROUP I DIRECTOR: Hans Wigzell, M.D., Ph.D.

 

Management

 

For

 

For

 

2.

 

ADVISORY VOTE TO APPROVE, ON A NON-BINDING BASIS, NAMED EXECUTIVE OFFICER COMPENSATION

 

Management

 

For

 

For

 

3.

 

APPROVAL OF THE COMPANY’S 2018 EQUITY INCENTIVE PLAN

 

Management

 

For

 

For

 

4.

 

RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2018

 

Management

 

For

 

For

 

 

SENIOR HOUSING PROPERTIES TRUST

 

Security

81721M109

Meeting Type

Annual

Ticker Symbol

SNH

Meeting Date

22-May-2018

Record Date

01-Feb-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Trustee: Lisa Harris Jones (for Independent Trustee in Class I)

 

Management

 

For

 

For

 

1.2

 

Election of Trustee: Jennifer B. Clark (for Managing Trustee in Class I)

 

Management

 

For

 

For

 

2.

 

Advisory vote to approve executive compensation.

 

Management

 

For

 

For

 

3.

 

Ratification of the appointment of Ernst & Young LLP as independent auditors to serve for the 2018 fiscal year.

 

Management

 

For

 

For

 

 



 

SHIRE PLC

 

Security

82481R106

Meeting Type

Annual

Ticker Symbol

SHPG

Meeting Date

24-Apr-2018

Record Date

22-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To receive the Company’s Annual Report and Accounts for the year ended December 31, 2017.

 

Management

 

For

 

For

 

2.

 

To approve the Directors’ Remuneration Report, excluding the Directors’ Remuneration Policy, set out on pages 78 to 108 of the Annual Report and Accounts for the year ended December 31, 2017.

 

Management

 

For

 

For

 

3.

 

To approve the Directors’ Remuneration Policy, contained within the Directors’ Remuneration Report and set out on pages 86 to 95 of the Annual Report and Accounts for the year ended December 31, 2017, to take effect after the end of the Annual General Meeting on April 24, 2018.

 

Management

 

For

 

For

 

4.

 

To re-elect Olivier Bohuon as a Director.

 

Management

 

For

 

For

 

5.

 

To re-elect Ian Clark as a Director.

 

Management

 

For

 

For

 

6.

 

To elect Thomas Dittrich as a Director.

 

Management

 

For

 

For

 

7.

 

To re-elect Gail Fosler as a Director.

 

Management

 

For

 

For

 

8.

 

To re-elect Steven Gillis as a Director.

 

Management

 

For

 

For

 

9.

 

To re-elect David Ginsburg as a Director.

 

Management

 

For

 

For

 

10.

 

To re-elect Susan Kilsby as a Director.

 

Management

 

For

 

For

 

11.

 

To re-elect Sara Mathew as a Director.

 

Management

 

For

 

For

 

12.

 

To re-elect Flemming Ornskov as a Director.

 

Management

 

For

 

For

 

13.

 

To re-elect Albert Stroucken as a Director.

 

Management

 

For

 

For

 

14.

 

To re-appoint Deloitte LLP as the Company’s Auditor until the conclusion of the next Annual General Meeting of the Company.

 

Management

 

For

 

For

 

15.

 

To authorize the Audit, Compliance & Risk Committee to determine the remuneration of the Auditor.

 

Management

 

For

 

For

 

16.

 

That the authority to allot Relevant Securities (as defined in the Company’s Articles of Association (the “Articles”)) conferred on the Directors by Article 10 paragraph (B) of the Articles be renewed and for this purpose the Authorised Allotment Amount shall be: (a) GBP 15,187,600.85 of Relevant Securities. (b) solely in connection with an allotment pursuant to an offer by way of a Rights Issue (as defined in the Articles, but only if and to the extent that such offer is ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

17.

 

That, subject to the passing of Resolution 16, the authority to allot equity securities (as defined in the Company’s Articles of Association (the “Articles”)) wholly for cash conferred on the Directors by Article 10 paragraph (D) of the Articles be renewed and for this purpose the Non Pre-emptive Amount (as defined in the Articles) shall be GBP 2,278,140.10 and the Allotment Period shall be the period commencing on April 24, 2018, and ending on the earlier of the close of business on ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

18.

 

That, subject to the passing of Resolutions 16 and 17 and for the purpose of the authority to allot equity securities (as defined in the Company’s Articles of Association (the “Articles”)) wholly for cash conferred on the Directors by Article 10 paragraph (D) of the Articles and renewed by Resolution 17, the Non Pre-emptive Amount (as defined in the Articles) shall be increased from GBP 2,278,140.10 to GBP ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

19.

 

That the Company be and is hereby generally and unconditionally authorized: (a) pursuant to Article 57 of the Companies (Jersey) Law 1991 to make market purchases of Ordinary Shares in the capital of the Company, provided that: (1) the maximum number of Ordinary Shares hereby authorized to be purchased is 91,125,605; (2) the minimum price, exclusive of any expenses, which may be paid for an Ordinary Share is five pence; (3) the maximum price, exclusive of any expenses, which may be paid ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

20.

 

To approve that a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days’ notice.

 

Management

 

For

 

For

 

 



 

SMITH & NEPHEW PLC

 

Security

83175M205

Meeting Type

Annual

Ticker Symbol

SNN

Meeting Date

12-Apr-2018

Record Date

23-Feb-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To receive the audited accounts

 

Management

 

For

 

For

 

2.

 

To approve the Directors’ Remuneration Report (excluding policy)

 

Management

 

For

 

For

 

3.

 

To declare a final dividend

 

Management

 

For

 

For

 

4.

 

Election of Director: Graham Baker

 

Management

 

For

 

For

 

5.

 

Election of Director: Vinita Bali

 

Management

 

For

 

For

 

6.

 

Election of Director: Ian Barlow

 

Management

 

For

 

For

 

7.

 

Election of Director: Olivier Bohuon

 

Management

 

For

 

For

 

8.

 

Election of Director: The Rt. Hon Baroness Virginia Bottomley

 

Management

 

For

 

For

 

9.

 

Election of Director: Erik Engstrom

 

Management

 

For

 

For

 

10.

 

Election of Director: Roland Diggelmann

 

Management

 

For

 

For

 

11.

 

Election of Director: Robin Freestone

 

Management

 

For

 

For

 

12.

 

Election of Director: Michael Friedman

 

Management

 

For

 

For

 

13.

 

Election of Director: Marc Owen

 

Management

 

For

 

For

 

14.

 

Election of Director: Angie Risley

 

Management

 

For

 

For

 

15.

 

Election of Director: Roberto Quarta

 

Management

 

For

 

For

 

16.

 

To re-appoint the Auditor

 

Management

 

For

 

For

 

17.

 

To authorise the Directors to determine the remuneration of the Auditor

 

Management

 

For

 

For

 

18.

 

To renew the Directors’ authority to allot shares

 

Management

 

For

 

For

 

19.

 

To renew the Directors’ authority for the disapplication of the pre-emption rights

 

Management

 

For

 

For

 

20.

 

To renew the Directors’ limited authority to make market purchases of the Company’s own shares

 

Management

 

For

 

For

 

21.

 

To authorise general meetings to be held on 14 clear days’ notice

 

Management

 

For

 

For

 

 

SOSEI GROUP CORPORATION

 

Security

J7637L109

Meeting Type

Annual General Meeting

Ticker Symbol

4565.T

Meeting Date

22-Jun-2018

Record Date

31-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

 

 

Please reference meeting materials.

 

Non-Voting

 

N/A

 

N/A

 

1

 

Amend Articles to: Adopt Reduction of Liability System for Non-Executive Directors, Change Fiscal Year End to the end of December and Record Date for Interim Dividends to the end of June

 

Management

 

For

 

For

 

2.1

 

Appoint a Director Tamura, Shinichi

 

Management

 

For

 

For

 

2.2

 

Appoint a Director Peter Bains

 

Management

 

For

 

For

 

2.3

 

Appoint a Director Toyama, Tomohiro

 

Management

 

For

 

For

 

2.4

 

Appoint a Director Julia Gregory

 

Management

 

For

 

For

 

2.5

 

Appoint a Director Michael Hayden

 

Management

 

For

 

For

 

2.6

 

Appoint a Director Kaga, Kuniaki

 

Management

 

For

 

For

 

2.7

 

Appoint a Director David Roblin

 

Management

 

For

 

For

 

3

 

Appoint Accounting Auditors

 

Management

 

For

 

For

 

 



 

STERIS PLC

 

Security

G84720104

Meeting Type

Annual

Ticker Symbol

STE

Meeting Date

31-Jul-2018

Record Date

30-May-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Re-election of Director: Richard C. Breeden

 

Management

 

For

 

For

 

1b.

 

Re-election of Director: Cynthia L. Feldmann

 

Management

 

For

 

For

 

1c.

 

Re-election of Director: Dr. Jacqueline B. Kosecoff

 

Management

 

For

 

For

 

1d.

 

Re-election of Director: David B. Lewis

 

Management

 

For

 

For

 

1e.

 

Re-election of Director: Sir Duncan K. Nichol

 

Management

 

For

 

For

 

1f.

 

Re-election of Director: Walter M Rosebrough, Jr.

 

Management

 

For

 

For

 

1g.

 

Re-election of Director: Dr. Nirav R. Shah

 

Management

 

For

 

For

 

1h.

 

Re-election of Director: Dr. Mohsen M. Sohi

 

Management

 

For

 

For

 

1i.

 

Re-election of Director: Dr. Richard M. Steeves

 

Management

 

For

 

For

 

1j.

 

Re-election of Director: Loyal W. Wilson

 

Management

 

For

 

For

 

1k.

 

Re-election of Director: Dr. Michael B. Wood

 

Management

 

For

 

For

 

2.

 

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

 

Management

 

For

 

For

 

3.

 

To appoint Ernst & Young LLP as the Company’s U.K. statutory auditor under the Act to hold office until the conclusion of the Company’s next Annual General Meeting.

 

Management

 

For

 

For

 

4.

 

To authorize the Directors of the Company or the Audit Committee to determine the remuneration of Ernst & Young LLP as the Company’s U.K. statutory auditor.

 

Management

 

For

 

For

 

5.

 

To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed pursuant to the disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in the Company’s Proxy Statement dated June 12, 2018.

 

Management

 

For

 

For

 

6.

 

To approve, on a non-binding advisory basis, the Director Remuneration Report for the period ended March 31, 2018 contained within the Company’s U.K. annual report and accounts for the year ended March 31, 2018.

 

Management

 

For

 

For

 

 



 

STRYKER CORPORATION

 

Security

863667101

Meeting Type

Annual

Ticker Symbol

SYK

Meeting Date

02-May-2018

Record Date

05-Mar-2018

 

 

 

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 2018.

 

Management

 

For

 

For

 

3.

 

Advisory vote to approve named executive officer compensation.

 

Management

 

For

 

For

 

 

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

 

Security

881624209

Meeting Type

Annual

Ticker Symbol

TEVA

Meeting Date

05-Jun-2018

Record Date

26-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Rosemary A. Crane

 

Management

 

For

 

For

 

1.2

 

Election of Director: Gerald M. Lieberman

 

Management

 

For

 

For

 

1.3

 

Election of Director: Professor Ronit Satchi-Fainaro

 

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 recommend, on a non-binding advisory basis, to hold a non- binding advisory vote to approve the compensation for Teva’s named executive officers every one, two or three years.

 

Management

 

1 Year

 

For

 

4.

 

To appoint Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as Teva’s independent registered public accounting firm until the 2019 annual meeting of shareholders.

 

Management

 

For

 

For

 

5.

 

To approve an amendment and restatement of Teva’s 2008 Employee Stock Purchase Plan for U.S. Employees.

 

Management

 

For

 

For

 

 

THE RMR GROUP INC.

 

Security

74967R106

Meeting Type

Annual

Ticker Symbol

RMR

Meeting Date

28-Mar-2018

Record Date

17-Jan-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Ann Logan

 

Management

 

For

 

For

 

1.2

 

Election of Director: Rosen Plevneliev

 

Management

 

For

 

For

 

1.3

 

Election of Director: Adam D. Portnoy

 

Management

 

For

 

For

 

1.4

 

Election of Director: Barry M. Portnoy

 

Management

 

For

 

For

 

1.5

 

Election of Director: Walter C. Watkins, Jr.

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of Ernst & Young LLP as independent auditors to serve for the 2018 fiscal year.

 

Management

 

For

 

For

 

 



 

UCB SA

 

Security

B93562120

Meeting Type

MIX

Ticker Symbol

UCB.BR

Meeting Date

26-Apr-2018

Record Date

12-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

O.1

 

REPORT OF THE BOARD OF DIRECTORS ON THE ANNUAL ACCOUNTS FOR THE FINANCIAL-YEAR ENDED 31 DECEMBER 2017

 

Non-Voting

 

N/A

 

N/A

 

O.2

 

REPORT OF THE STATUTORY AUDITOR ON THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR- ENDED 31 DECEMBER 2017

 

Non-Voting

 

N/A

 

N/A

 

O.3

 

COMMUNICATION OF THE CONSOLIDATED ANNUAL ACCOUNTS OF THE UCB GROUP RELATING-TO THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

 

Non-Voting

 

N/A

 

N/A

 

O.4

 

THE GENERAL MEETING APPROVES THE ANNUAL ACCOUNTS OF UCB SA/NV FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 AND THE APPROPRIATION OF THE RESULTS REFLECTED THEREIN, INCLUDING THE APPROVAL OF A GROSS DIVIDEND OF EUR 1,18 PER SHARE

 

Management

 

For

 

For

 

O.5

 

THE GENERAL MEETING APPROVES THE REMUNERATION REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017.

 

Management

 

For

 

For

 

O.6

 

THE GENERAL MEETING GRANTS DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE OF THEIR DUTIES DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

O.7

 

THE GENERAL MEETING GRANTS DISCHARGE TO THE STATUTORY AUDITOR FOR THE PERFORMANCE OF HIS DUTIES DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

O.8.1

 

THE GENERAL MEETING RENEWS THE APPOINTMENT OF DR. JEAN-CHRISTOPHE TELLIER AS DIRECTOR FOR A TERM OF FOUR YEARS UNTIL THE CLOSE OF THE ANNUAL GENERAL MEETING OF 2022

 

Management

 

For

 

For

 

O.82A

 

THE GENERAL MEETING RENEWS THE APPOINTMENT OF PROF. KAY DAVIES AS DIRECTOR FOR A TERM OF FOUR YEARS UNTIL THE CLOSE OF THE ANNUAL GENERAL MEETING OF 2022

 

Management

 

For

 

For

 

 



 

O.82B

 

THE GENERAL MEETING ACKNOWLEDGES THAT, FROM THE INFORMATION MADE AVAILABLE TO THE COMPANY, KAY DAVIES QUALIFIES AS AN INDEPENDENT DIRECTOR ACCORDING TO THE INDEPENDENCE CRITERIA PROVIDED FOR BY ARTICLE 526TER OF THE BELGIAN COMPANIES CODE AND THE APPLICABLE CORPORATE GOVERNANCE RULES AND APPOINTS HER AS INDEPENDENT DIRECTOR

 

Management

 

For

 

For

 

O.8.3

 

THE GENERAL MEETING RENEWS THE APPOINTMENT OF MR. CEDRIC VAN RIJCKEVORSEL AS DIRECTOR FOR A TERM OF FOUR YEARS UNTIL THE CLOSE OF THE ANNUAL GENERAL MEETING OF 2022

 

Management

 

For

 

For

 

O.9

 

STATUTORY AUDITOR - RENEWAL OF THE MANDATE: UPON THE PROPOSAL OF THE AUDIT COMMITTEE AND UPON PRESENTATION BY THE WORKS COUNCIL, THE GENERAL MEETING RENEWS THE APPOINTMENT OF PWC BEDRIJFSREVISOREN BCVBA / REVISEURS D’ENTREPRISES SCCRL, HAVING ITS REGISTERED OFFICE AT 1932 SINT-STEVENS-WOLUWE, WOLUWEDAL 18, AS STATUTORY AUDITOR FOR A TERM OF THREE (3) YEARS, UP TO AND INCLUDING THE GENERAL MEETING CONVENED TO DECIDE ON THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2020. THE PERMANENT REPRESENTATIVE OF PWC BEDRIJFSREVISOREN BCVBA / REVISEURS D’ENTREPRISES SCCRL WILL BE MR. ROMAIN SEFFER, REGISTERED AUDITOR. THE STATUTORY AUDITOR’S ANNUAL FEE, FOR THE AUDIT OF THE ANNUAL AND CONSOLIDATED ACCOUNTS, IS FIXED AT EUR 435 000 (PLUS VAT, OUT-OF-POCKET EXPENSES AND THE IRE/IBR FEE)

 

Management

 

For

 

For

 

O10.1

 

LONG TERM INCENTIVE PLANS: THE GENERAL MEETING APPROVES THE DECISION OF THE BOARD OF DIRECTORS TO ALLOCATE AN ESTIMATED NUMBER OF 1 098 000 FREE SHARES: - OF WHICH AN ESTIMATED NUMBER OF 955 000 SHARES TO ELIGIBLE EMPLOYEES, NAMELY TO ABOUT 1 760 INDIVIDUALS (EXCLUDING NEW HIRES AND PROMOTED EMPLOYEES UP TO AND INCLUDING 1 APRIL 2018), ACCORDING TO THE APPLICABLE ALLOCATION CRITERIA. THESE FREE SHARES WILL ONLY VEST IF AND WHEN THE ELIGIBLE EMPLOYEES ARE STILL EMPLOYED WITHIN THE UCB GROUP THREE YEARS AFTER THE GRANT OF AWARDS; - OF WHICH AN ESTIMATED NUMBER OF 143 000 SHARES TO UPPER MANAGEMENT EMPLOYEES UNDER THE PERFORMANCE SHARE PLAN, NAMELY TO ABOUT 54 INDIVIDUALS, ACCORDING TO THE APPLICABLE ALLOCATION CRITERIA. THESE FREE SHARES WILL BE DELIVERED AFTER A THREE YEAR VESTING PERIOD AND THE NUMBER OF SHARES ACTUALLY ALLOCATED WILL VARY FROM 0% TO 150% OF THE NUMBER OF SHARES INITIALLY GRANTED DEPENDING ON THE LEVEL OF ACHIEVEMENT OF THE PERFORMANCE CONDITIONS SET BY THE BOARD OF UCB SA/NV AT THE MOMENT OF GRANT. THESE ESTIMATED FIGURES DO NOT TAKE INTO ACCOUNT EMPLOYEES HIRED OR PROMOTED TO ELIGIBLE LEVELS BETWEEN 1 JANUARY 2018 AND 1 APRIL 2018

 

Management

 

For

 

For

 

O11.1

 

CHANGE OF CONTROL PROVISIONS - ART. 556 BELGIAN COMPANIES CODE: PURSUANT TO ARTICLE 556 OF THE BELGIAN COMPANIES CODE, THE GENERAL MEETING RENEWS ITS APPROVAL: (I) OF CONDITION 5 (E) (I) OF THE TERMS AND CONDITIONS OF THE EMTN PROGRAM (REDEMPTION AT THE OPTION OF NOTEHOLDERS - UPON A CHANGE OF CONTROL (CHANGE OF CONTROL PUT)), IN RESPECT OF ANY SERIES OF NOTES TO WHICH SUCH CONDITION IS MADE APPLICABLE BEING ISSUED UNDER THE PROGRAM FROM 26 APRIL 2018 UNTIL 25 APRIL 2019, UNDER WHICH ANY AND ALL OF THE HOLDERS OF THE RELEVANT NOTES CAN, IN CERTAIN CIRCUMSTANCES WHEN A CHANGE OF CONTROL AT THE LEVEL OF UCB SA/NV OCCURS, REQUIRE UCB SA/NV TO REDEEM THAT NOTE ON THE CHANGE OF CONTROL PUT DATE AT THE PUT REDEMPTION AMOUNT TOGETHER, IF APPROPRIATE, WITH INTEREST ACCRUED TO SUCH CHANGE OF CONTROL PUT DATE, FOLLOWING A CHANGE OF CONTROL OF UCB SA/NV; AND (II) OF ANY OTHER PROVISION OF THE EMTN PROGRAM OR NOTES ISSUED UNDER THE EMTN PROGRAM GRANTING RIGHTS TO THIRD PARTIES WHICH COULD AFFECT AN OBLIGATION ON UCB SA/NV WHERE IN EACH CASE THE EXERCISE OF THESE RIGHTS IS DEPENDENT ON THE OCCURRENCE OF A CHANGE OF CONTROL

 

Management

 

For

 

For

 

 



 

O11.2

 

CHANGE OF CONTROL PROVISIONS PURSUANT TO ARTICLE 556 OF THE BELGIAN COMPANIES CODE, THE GENERAL MEETING APPROVES THE CHANGE OF CONTROL CLAUSES AS PROVIDED FOR IN THE REVOLVING FACILITY AGREEMENT, AS LAST AMENDED AND RESTATED ON 9 JANUARY 2018, UNDER WHICH ANY AND ALL OF THE LENDERS CAN, IN CERTAIN CIRCUMSTANCES, CANCEL THEIR COMMITMENTS AND REQUIRE REPAYMENT OF THEIR PARTICIPATIONS IN THE LOANS, TOGETHER WITH ACCRUED INTEREST AND ALL OTHER AMOUNTS ACCRUED AND OUTSTANDING THEREUNDER, FOLLOWING A CHANGE OF CONTROL OF THE COMPANY. THE GENERAL MEETING APPROVES CLAUSE 10.2 (CHANGE OF CONTROL) OF THE REVOLVING FACILITY AGREEMENT AND ALL OTHER PROVISIONS OF THE FACILITY AGREEMENT AND ANY OTHER FINANCE DOCUMENT (AS DEFINED IN THE REVOLVING FACILITY AGREEMENT) THAT CONFER CERTAIN RIGHTS ON THIRD PARTIES WHICH HAVE AN IMPACT ON THE COMPANY’S ASSETS OR RESULT IN A DEBT OR AN OBLIGATION FOR THE COMPANY IN CASE THE EXERCISE OF SUCH RIGHTS IS DEPENDENT ON A CHANGE OF CONTROL OVER THE COMPANY

 

Management

 

Against

 

Against

 

O11.3

 

CHANGE OF CONTROL PROVISIONS - ART. 556 BELGIAN COMPANIES CODE: PURSUANT TO ARTICLE 556 OF THE COMPANIES CODE, THE GENERAL MEETING APPROVES, IN AS FAR AS NEEDED AND APPLICABLE, THE TERMS AND CONDITIONS OF THE STOCK OPTION PLANS, STOCK AWARD PLANS AND PERFORMANCE SHARE PLANS TO SELECTED EMPLOYEES OF THE UCB GROUP, IN SO FAR THEY MAY GRANT RIGHTS THAT HAVE AN IMPACT ON THE COMPANY’S ASSETS OR RESULT IN A DEBT OR AN OBLIGATION FOR THE COMPANY IN CASE THE EXERCISE OF SUCH RIGHTS IS DEPENDENT ON A CHANGE OF CONTROL OVER THE COMPANY

 

Management

 

For

 

For

 

E.1

 

SPECIAL REPORT OF THE BOARD OF DIRECTORS: SUBMISSION OF THE SPECIAL REPORT PREPARED BY THE BOARD OF DIRECTORS IN ACCORDANCE WITH ARTICLE 604 OF THE-BELGIAN COMPANIES CODE IN WHICH THE BOARD REQUESTS THE RENEWAL OF ITS POWERS IN RELATION TO THE AUTHORIZED CAPITAL AND INDICATES THE SPECIAL CIRCUMSTANCES WHERE IT MAY USE ITS POWERS UNDER THE AUTHORIZED CAPITAL AND THE PURPOSES THAT IT SHALL PURSUE

 

Non-Voting

 

 

 

 

 

 



 

E.2

 

RENEWAL OF THE POWERS OF THE BOARD OF DIRECTORS UNDER THE AUTHORIZED CAPITAL AND AMENDMENT TO ARTICLE 6 OF THE ARTICLES OF ASSOCIATION: THE GENERAL MEETING RESOLVES TO RENEW THE TWO YEAR AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL OF THE COMPANY WITHIN THE FRAMEWORK OF THE AUTHORIZED CAPITAL FOR ANOTHER TWO (2) YEARS, AND TO AMEND THE RELEVANT PARAGRAPH OF ARTICLE 6 OF THE ARTICLES OF ASSOCIATION ACCORDINGLY TO REFLECT THIS RENEWAL. SUBJECT TO THE APPROVAL OF THIS RESOLUTION, THE TEXT OF ARTICLE 6 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY WILL BE AMENDED AS FOLLOWS: “ARTICLE 6 THE CAPITAL OF THE COMPANY CAN BE INCREASED ONE OR MORE TIMES BY A DECISION OF A GENERAL MEETING OF SHAREHOLDERS CONSTITUTED UNDER THE CONDITIONS REQUIRED TO MODIFY THE ARTICLES OF ASSOCIATION. THE BOARD OF DIRECTORS IS AUTHORIZED TO INCREASE THE COMPANY’S SHARE CAPITAL AMONGST OTHER BY WAY OF THE ISSUANCE OF SHARES, CONVERTIBLE BONDS OR WARRANTS, IN ONE OR MORE TRANSACTIONS, WITHIN THE LIMITS SET BY LAW, I. WITH UP TO 5% OF THE SHARE CAPITAL AT THE TIME OF THE DECISION OF THE BOARD OF DIRECTORS TO MAKE USE OF THIS AUTHORIZATION, IN THE EVENT OF A CAPITAL INCREASE WITH CANCELLATION OR LIMITATION OF THE PREFERENTIAL SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS (WHETHER OR NOT FOR THE BENEFIT OF ONE OR MORE SPECIFIC PERSONS WHO ARE NOT EMPLOYEES OF THE COMPANY OR OF ITS SUBSIDIARIES), II. WITH UP TO 10% OF THE SHARE CAPITAL AT THE TIME OF THE DECISION OF THE BOARD OF DIRECTORS TO MAKE USE OF THIS AUTHORIZATION, IN THE EVENT OF A CAPITAL INCREASE WITHOUT CANCELLATION OR LIMITATION OF THE PREFERENTIAL SUBSCRIPTION RIGHTS OF THE EXISTING SHAREHOLDERS. IN ANY EVENT, THE TOTAL AMOUNT BY WHICH THE BOARD OF DIRECTORS MAY INCREASE THE COMPANY’S SHARE CAPITAL BY A COMBINATION OF THE AUTHORIZATIONS SET FORTH IN (I) AND (II) ABOVE, IS LIMITED TO 10% OF THE SHARE CAPITAL AT THE TIME OF THE DECISION OF THE BOARD OF DIRECTORS TO MAKE USE OF THIS AUTHORIZATION. THE BOARD OF DIRECTORS IS MOREOVER EXPRESSLY AUTHORIZED TO MAKE USE OF THIS AUTHORIZATION, WITHIN THE LIMITS AS SET OUT UNDER (I) AND (II) OF THE SECOND PARAGRAPH ABOVE, FOR THE FOLLOWING OPERATIONS: 1. A CAPITAL INCREASE OR THE ISSUANCE OF CONVERTIBLE BONDS OR WARRANTS WITH CANCELLATION OR LIMITATION OF THE PREFERENTIAL SUBSCRIPTION RIGHTS OF THE EXISTING SHAREHOLDERS; 2. A CAPITAL INCREASE OR THE ISSUANCE OF CONVERTIBLE BONDS WITH CANCELLATION OR LIMITATION OF THE PREFERENTIAL SUBSCRIPTION RIGHTS OF THE EXISTING SHAREHOLDERS FOR THE BENEFIT OF ONE OR MORE SPECIFIC PERSONS WHO ARE NOT EMPLOYEES OF THE COMPANY OR OF ITS SUBSIDIARIES; 3. A CAPITAL INCREASE BY INCORPORATION OF RESERVES. ANY SUCH CAPITAL INCREASE MAY TAKE ANY AND ALL FORMS, INCLUDING, BUT NOT LIMITED TO, CONTRIBUTIONS IN CASH OR IN KIND, WITH OR WITHOUT SHARE PREMIUM, OR INCORPORATION OF RESERVES AND/OR SHARE PREMIUMS AND/OR PROFITS CARRIED FORWARD, TO THE MAXIMUM EXTENT PERMITTED BY THE LAW. ANY DECISION OF THE BOARD OF DIRECTORS TO USE THIS AUTHORIZATION REQUIRES A 75% MAJORITY WITHIN THE BOARD OF DIRECTORS. THIS AUTHORIZATION REQUIRES A 75% MAJORITY WITHIN THE BOARD OF DIRECTORS. THIS AUTHORIZATION IS GRANTED FOR A PERIOD OF TWO (2) YEARS AS FROM THE DATE OF THE PUBLICATION IN THE APPENDICES TO THE BELGIAN OFFICIAL GAZETTE OF THE RESOLUTION OF THE EXTRAORDINARY SHAREHOLDERS MEETING HELD ON 26 APRIL 2018. THE BOARD OF DIRECTORS IS EMPOWERED, WITH FULL POWER OF SUBSTITUTION, TO AMEND THE ARTICLES OF ASSOCIATION TO REFLECT THE CAPITAL INCREASES RESULTING FROM THE EXERCISE OF ITS POWERS PURSUANT TO THIS ARTICLE.”

 

Management

 

For

 

For

 

 



 

 

 

AS PERSONS ACTING ON THEIR OWN BEHALF BUT FOR THE ACCOUNT OF THE COMPANY OR ITS DIRECT OR INDIRECT SUBSIDIARIES, CAN HOLD NO MORE THAN 10% OF THE TOTAL NUMBER OF SHARES ISSUED BY THE COMPANY AT THE MOMENT OF THE ACQUISITION CONCERNED. THIS AUTHORIZATION IS GRANTED FOR A PERIOD STARTING AS OF THE DATE OF THE GENERAL MEETING APPROVING IT AND EXPIRING ON 30 JUNE 2020. THE AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS PURSUANT TO THIS ARTICLE EXTENDS TO ANY ACQUISITIONS OF THE COMPANY’S SHARES, DIRECTLY OR INDIRECTLY, BY THE COMPANY’S DIRECT SUBSIDIARIES AS DEFINED IN ARTICLE 627 OF THE COMPANIES CODE. THIS AUTHORIZATION REPLACES AS OF THE DATE OF THE GENERAL MEETING APPROVING IT THE AUTHORIZATION GRANTED BY DECISION OF THE EXTRAORDINARY SHAREHOLDERS MEETING OF THE COMPANY HELD ON 28 APRIL 2016. AS THE CASE MAY BE, ANY DISPOSAL OF OWN SHARES BY THE COMPANY OR ITS DIRECT SUBSIDIARIES WILL BE MADE PURSUANT TO THE AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS AS SET FORTH IN ARTICLE 12 IN FINE OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

 

 

 

 

 

 

 

 

UNIQURE N.V.

 

Security

N90064101

Meeting Type

Special

Ticker Symbol

QURE

Meeting Date

14-Sep-2017

Record Date

17-Aug-2017

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

APPOINTMENT OF JEREMY SPRINGHORN AS NON- EXECUTIVE DIRECTOR.

 

Management

 

For

 

For

 

2.

 

APPOINTMENT OF MADHAVAN BALACHANDRAN AS NON-EXECUTIVE DIRECTOR.

 

Management

 

For

 

For

 

 



 

UNIQURE N.V.

 

Security

N90064101

Meeting Type

Annual

Ticker Symbol

QURE

Meeting Date

13-Jun-2018

Record Date

16-May-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Resolution to adopt the 2017 annual accounts and treatment of the results.

 

Management

 

For

 

For

 

2.

 

Resolution to discharge liability of the members of the Board for their management.

 

Management

 

For

 

For

 

3a.

 

Appointment of Philip Astley-Sparke as non-executive director.

 

Management

 

For

 

For

 

3b.

 

Appointment of Robert Gut as non-executive director.

 

Management

 

For

 

For

 

3c.

 

Appointment of David Meek as non-executive director.

 

Management

 

For

 

For

 

4.

 

Amendment to the 2014 Restated Plan.

 

Management

 

For

 

For

 

5.

 

Resolution to designate the Board as the competent body to issue ordinary shares and options and to exclude preemptive rights under the 2014 Restated Plan.

 

Management

 

For

 

For

 

6.

 

Approval of the employee share purchase plan.

 

Management

 

For

 

For

 

7.

 

Resolution to redesignate the Board as the competent body to issue ordinary shares and options and to limit or exclude pre-emptive rights.

 

Management

 

For

 

For

 

8.

 

Authorization of the Board to repurchase ordinary shares.

 

Management

 

For

 

For

 

9.

 

Resolution to reappoint PricewaterhouseCoopers Accountants N.V. as auditor of the Company for the 2018 financial year ending at the close of the Annual General Meeting.

 

Management

 

For

 

For

 

 

UNITEDHEALTH GROUP INCORPORATED

 

Security

91324P102

Meeting Type

Annual

Ticker Symbol

UNH

Meeting Date

04-Jun-2018

Record Date

10-Apr-2018

 

 

 

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: Glenn M. Renwick

 

Management

 

For

 

For

 

1i.

 

Election of Director: Kenneth I. Shine, M.D.

 

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, 2018.

 

Management

 

For

 

For

 

 



 

VALEANT PHARMACEUTICALS INTERNATIONAL

 

Security

91911K102

Meeting Type

Annual

Ticker Symbol

VRX

Meeting Date

30-Apr-2018

Record Date

05-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Richard U. DeSchutter

 

Management

 

For

 

For

 

1b.

 

Election of Director: D. Robert Hale

 

Management

 

For

 

For

 

1c.

 

Election of Director: Dr. Argeris (Jerry) N. Karabelas

 

Management

 

For

 

For

 

1d.

 

Election of Director: Sarah B. Kavanagh

 

Management

 

For

 

For

 

1e.

 

Election of Director: Joseph C. Papa

 

Management

 

For

 

For

 

1f.

 

Election of Director: John A. Paulson

 

Management

 

For

 

For

 

1g.

 

Election of Director: Robert N. Power

 

Management

 

For

 

For

 

1h.

 

Election of Director: Russel C. Robertson

 

Management

 

For

 

For

 

1i.

 

Election of Director: Thomas W. Ross, Sr.

 

Management

 

For

 

For

 

1j.

 

Election of Director: Amy B. Wechsler, M.D.

 

Management

 

For

 

For

 

2.

 

The approval, in an advisory resolution, of the compensation of our Named Executive Officers as disclosed in the Compensation Discussion and Analysis section, executive compensation tables and accompanying narrative discussions contained in the Management Proxy Circular and Proxy Statement.

 

Management

 

For

 

For

 

3.

 

The approval of an amendment to the Company’s 2014 Omnibus Incentive Plan to increase the number of Common Shares authorized under such plan.

 

Management

 

Against

 

Against

 

4.

 

To appoint PricewaterhouseCoopers LLP as the auditors for the Company to hold office until the close of the 2019 Annual Meeting of Shareholders and to authorize the Company’s Board of Directors to fix the auditors’ remuneration.

 

Management

 

For

 

For

 

 

VENTAS, INC.

 

Security

92276F100

Meeting Type

Annual

Ticker Symbol

VTR

Meeting Date

15-May-2018

Record Date

16-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Melody C. Barnes

 

Management

 

For

 

For

 

1B.

 

Election of Director: Debra A. Cafaro

 

Management

 

For

 

For

 

1C.

 

Election of Director: Jay M. Gellert

 

Management

 

For

 

For

 

1D.

 

Election of Director: Richard I. Gilchrist

 

Management

 

For

 

For

 

1E.

 

Election of Director: Matthew J. Lustig

 

Management

 

For

 

For

 

1F.

 

Election of Director: Roxanne M. Martino

 

Management

 

For

 

For

 

1G.

 

Election of Director: Walter C. Rakowich

 

Management

 

For

 

For

 

1H.

 

Election of Director: Robert D. Reed

 

Management

 

For

 

For

 

1I.

 

Election of Director: James D. Shelton

 

Management

 

For

 

For

 

2.

 

Ratification of the selection of KPMG LLP as the independent registered public accounting firm for fiscal year 2018.

 

Management

 

For

 

For

 

3.

 

Advisory vote to approve our executive compensation.

 

Management

 

For

 

For

 

 



 

VERONA PHARMA PLC

 

Security

GB00BYW2KH80

Meeting Type

Annual General Meeting

Ticker Symbol

VRP

Meeting Date

02-May-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS AND THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017

 

Management

 

For

 

For

 

2

 

TO APPROVE THE DIRECTORS’ REMUNERATION POLICY

 

Management

 

For

 

For

 

3

 

TO APPROVE THE DIRECTORS’ REMUNERATION REPORT

 

Management

 

For

 

For

 

4

 

TO RE-ELECT DAVID RAYMOND EBSWORTH AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

5

 

TO RE-ELECT SVEN ANDERS ULLMAN AS A DIRECTOR OF THE COMPANY

 

Management

 

For

 

For

 

6

 

TO APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS

 

Management

 

For

 

For

 

7

 

TO AUTHORISE THE DIRECTORS TO DETERMINE THE AUDITORS REMUNERATION

 

Management

 

For

 

For

 

8

 

TO AUTHORISE THE DIRECTORS TO ALLOT RELEVANT SECURITIES PURSUANT TO SECTION 551 OF THE COMPANIES ACT 2006

 

Management

 

For

 

For

 

9

 

TO AUTHORISE THE DIRECTORS TO ALLOT EQUITY SECURITIES PURSUANT TO SECTION 570 OF THE COMPANIES ACT 2006

 

Management

 

For

 

For

 

 

VERONA PHARMA PLC

 

Security

925050106

Meeting Type

Annual

Ticker Symbol

VRNA

Meeting Date

02-May-2018

Record Date

06-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

O1

 

To receive and adopt the report of the directors and the financial statements for the year ended 31 December 2017.

 

Management

 

For

 

N/A

 

O2

 

To approve the Directors’ Remuneration Policy.

 

Management

 

For

 

N/A

 

O3

 

To approve the Directors’ Remuneration Report.

 

Management

 

For

 

N/A

 

O4

 

To re-elect David Raymond Ebsworth as a director of the Company.

 

Management

 

For

 

N/A

 

O5

 

To re-elect Sven Anders Ullman as a director of the Company.

 

Management

 

For

 

N/A

 

O6

 

To appoint PricewaterhouseCoopers LLP as auditors.

 

Management

 

For

 

N/A

 

O7

 

To authorise the directors to determine the auditors remuneration.

 

Management

 

For

 

N/A

 

O8

 

To authorise the directors to allot relevant securities pursuant to Section 551 of the Companies Act 2006.

 

Management

 

For

 

N/A

 

S9

 

To authorise the directors to allot equity securities pursuant to Section 570 of the Companies Act 2006.

 

Management

 

For

 

N/A

 

 

VERONA PHARMA PLC

 

Security

GB00BYW2KH80

Meeting Type

Ordinary General Meeting

Ticker Symbol

VRP

Meeting Date

26-Jun-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

TO AUTHORISE THE DIRECTORS TO ALLOT RELEVANT SECURITIES PURSUANT TO SECTION 551 OF THE COMPANIES ACT 2006

 

Management

 

For

 

For

 

2

 

TO AUTHORISE THE DIRECTORS TO ALLOT EQUITY SECURITIES AND/OR SELL TREASURY SECURITIES FOR CASH PURSUANT TO SECTION 570 AND 573 OF THE COMPANIES ACT 2006

 

Management

 

For

 

For

 

 



 

VERONA PHARMA PLC

 

Security

925050106

Meeting Type

Annual

Ticker Symbol

VRNA

Meeting Date

26-Jun-2018

Record Date

24-May-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

O1.

 

To authorise the directors to allot relevant securities pursuant to Section 551 of the Companies Act 2006.

 

Management

 

For

 

N/A

 

S2.

 

To authorise the directors to allot equity securities and/or sell treasury securities for cash pursuant to Section 570 and 573 of the Companies Act 2006.

 

Management

 

For

 

N/A

 

 

VERTEX PHARMACEUTICALS INCORPORATED

 

Security

92532F100

Meeting Type

Annual

Ticker Symbol

VRTX

Meeting Date

17-May-2018

Record Date

29-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Class I Director: Sangeeta N. Bhatia

 

Management

 

For

 

For

 

1.2

 

Election of Class I Director: Jeffrey M. Leiden

 

Management

 

For

 

For

 

1.3

 

Election of Class I Director: Bruce I. Sachs

 

Management

 

For

 

For

 

2.

 

Amendments to our charter and by-laws to eliminate supermajority provisions.

 

Management

 

For

 

For

 

3.

 

Amendment and restatement of our 2013 Stock and Option Plan, to among other things, increase the number of shares available under the plan by 8.0 million shares.

 

Management

 

For

 

For

 

4.

 

Ratification of Ernst & Young LLP as our Independent Registered Public Accounting firm for the year ending December 31, 2018.

 

Management

 

For

 

For

 

5.

 

Advisory vote on named executive officer compensation.

 

Management

 

For

 

For

 

6.

 

Shareholder proposal, if properly presented at the meeting, requesting that we prepare a report on the risks to us of rising drug prices.

 

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

 

 

WELLTOWER INC.

 

Security

95040Q104

Meeting Type

Annual

Ticker Symbol

WELL

Meeting Date

03-May-2018

Record Date

06-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Kenneth J. Bacon

 

Management

 

For

 

For

 

1b.

 

Election of Director: Thomas J. DeRosa

 

Management

 

For

 

For

 

1c.

 

Election of Director: Jeffrey H. Donahue

 

Management

 

For

 

For

 

1d.

 

Election of Director: Geoffrey G. Meyers

 

Management

 

For

 

For

 

1e.

 

Election of Director: Timothy J. Naughton

 

Management

 

For

 

For

 

1f.

 

Election of Director: Sharon M. Oster

 

Management

 

For

 

For

 

1g.

 

Election of Director: Judith C. Pelham

 

Management

 

For

 

For

 

1h.

 

Election of Director: Sergio D. Rivera

 

Management

 

For

 

For

 

1i.

 

Election of Director: R. Scott Trumbull

 

Management

 

For

 

For

 

1j.

 

Election of Director: Gary Whitelaw

 

Management

 

For

 

For

 

2.

 

The ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year 2018.

 

Management

 

For

 

For

 

3.

 

The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the 2018 Proxy Statement.

 

Management

 

For

 

For

 

4.

 

The approval of the Welltower Inc. Employee Stock Purchase Plan.

 

Management

 

For

 

For

 

 



 

WRIGHT MEDICAL GROUP N V

 

Security

N96617118

Meeting Type

Annual

Ticker Symbol

WMGI

Meeting Date

29-Jun-2018

Record Date

01-Jun-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Appointment of Robert J. Palmisano for executive director. Mark “For” to appoint Palmisano.

 

Management

 

For

 

For

 

1b.

 

Appointment of David D. Stevens for non-executive director. Mark “For” to appoint Stevens.

 

Management

 

For

 

For

 

1c.

 

Appointment of Gary D. Blackford for non-executive director. Mark “For” to appoint Blackford.

 

Management

 

For

 

For

 

1d.

 

Appointment of J. Patrick Mackin for non-executive director. Mark “For” to appoint Mackin.

 

Management

 

For

 

For

 

1e.

 

Appointment of John L. Miclot for non-executive director. Mark “For” to appoint Miclot.

 

Management

 

For

 

For

 

1f.

 

Appointment of Kevin C. O’Boyle for non-executive director. Mark “For” to appoint O’Boyle.

 

Management

 

For

 

For

 

1g.

 

Appointment of Amy S. Paul for non-executive director. Mark “For” to appoint Paul.

 

Management

 

For

 

For

 

1h.

 

Appointment of Richard F. Wallman for non-executive director. Mark “For” to appoint Wallman.

 

Management

 

For

 

For

 

1i.

 

Appointment of Elizabeth H. Weatherman for non- executive director. Mark “For” to appoint Weatherman.

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2018.

 

Management

 

For

 

For

 

3.

 

Appointment of KPMG N.V. as the auditor for our Dutch statutory annual accounts for the fiscal year ending December 30, 2018.

 

Management

 

For

 

For

 

4.

 

Adoption of our Dutch statutory annual accounts for the fiscal year ended December 31, 2017.

 

Management

 

For

 

For

 

5.

 

Release of each member of our board of directors from liability with respect to the exercise of his or her duties during the fiscal year ended December 31, 2017.

 

Management

 

For

 

For

 

6.

 

Extension of the authority of our board of directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) until December 29, 2019 on the open market, through privately negotiated transactions or in one or more self- tender offers for a price per share (or depositary receipt) not less than the nominal value of a share and not higher than 110% of the market price of a share (or depositary receipt) at the time of the transaction.

 

Management

 

For

 

For

 

7.

 

Approval, on an advisory basis, of our executive compensation.

 

Management

 

For

 

For

 

 

XENON PHARMACEUTICALS INC

 

Security

98420N105

Meeting Type

Annual

Ticker Symbol

XENE

Meeting Date

04-Jun-2018

Record Date

09-Apr-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Michael Tarnow

 

 

 

For

 

For

 

 

 

2

Mohammad Azab

 

 

 

For

 

For

 

 

 

3

Steven Gannon

 

 

 

For

 

For

 

 

 

4

Michael Hayden

 

 

 

For

 

For

 

 

 

5

Frank Holler

 

 

 

For

 

For

 

 

 

6

Gary Patou

 

 

 

For

 

For

 

 

 

7

Simon Pimstone

 

 

 

For

 

For

 

 

 

8

Richard Scheller

 

 

 

For

 

For

 

 

 

9

Dawn Svoronos

 

 

 

For

 

For

 

2.

 

Appointment of KPMG LLP as Auditor

 

Management

 

For

 

For

 

3.

 

Authorizing the Audit Committee of the board of directors of the Corporation to fix the remuneration to be paid to the Auditor

 

Management

 

For

 

For

 

 



 

ZIMMER BIOMET HOLDINGS, INC.

 

Security

98956P102

Meeting Type

Annual

Ticker Symbol

ZBH

Meeting Date

15-May-2018

Record Date

16-Mar-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Christopher B. Begley

 

Management

 

For

 

For

 

1b.

 

Election of Director: Betsy J. Bernard

 

Management

 

For

 

For

 

1c.

 

Election of Director: Gail K. Boudreaux

 

Management

 

For

 

For

 

1d.

 

Election of Director: Michael J. Farrell

 

Management

 

For

 

For

 

1e.

 

Election of Director: Larry C. Glasscock

 

Management

 

For

 

For

 

1f.

 

Election of Director: Robert A. Hagemann

 

Management

 

For

 

For

 

1g.

 

Election of Director: Bryan C. Hanson

 

Management

 

For

 

For

 

1h.

 

Election of Director: Arthur J. Higgins

 

Management

 

For

 

For

 

1i.

 

Election of Director: Michael W. Michelson

 

Management

 

For

 

For

 

2.

 

Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018

 

Management

 

For

 

For

 

3.

 

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

 

Management

 

For

 

For

 

 



 

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 World Healthcare Fund

 

 

 

By (Signature and Title)*

 

 

 

 

/s/ Daniel R. Omstead

 

 

(Daniel R. Omstead, President)

 

 

Date

8/21/18

 

 


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

 




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